ROX RESOURCES LIMITED — Share Issue/Capital Change 2023

Jul 6, 2023

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

ROX RESOURCES LIMITED

Date of this announcement

Friday July 07, 2023

The +securities the subject of this notification are: Other

Total number of +securities to be issued/transferred

Total number of ASX +security +securities to be code Security description issued/transferred Issue date RXLAC PERFORMANCE RIGHTS 1,500,000 07/07/2023

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

ROX RESOURCES LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

53107202602

1.3 ASX issuer code

RXL

1.4 The announcement is

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New announcement

1.5 Date of this announcement

7/7/2023

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Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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Other

Please specify

1,500,000 Director Performance Rights, expiring 31 December 2027.

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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has an existing ASX security code ("existing class")

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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

Additional +securities in an existing class

ASX +security code and description

RXLAC : PERFORMANCE RIGHTS

Date the +securities the subject of this notification were issued

7/7/2023

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes

Any other information the entity wishes to provide about the +securities the subject of this notification

Performance Rights issued on completion of the consolidation of the Youanmi Gold Project as announced to the ASX 31 March 2023 and approved by Rox shareholders 23 June 2023. Completion occurred 7 July 2023.

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Performance Rights issued as an incentive to an incoming non-executive director in accordance with an agreement that falls within the operation of exception 12 of Listing Rule 10.12.

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Issue details

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Number of +securities

1,500,000

Were the +securities issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

Services to be rendered to progress the Company's Youanmi Gold Project.

Purpose of the issue

Other

Additional Details

Nil.

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
RXL : ORDINARY FULLY PAID	224,354,260
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
RXLAC : PERFORMANCE RIGHTS	14,940,000
RXLAQ : OPTION EXPIRING 31-DEC-2023 EX $1.438	1,333,333
RXLAR : OPTION EXPIRING 31-DEC-2023 EX $1.813	1,333,333
RXLAS : OPTION EXPIRING 31-DEC-2023 EX $2.188	1,333,333
RXLAU : OPTION EXPIRING 25-MAY-2024 EX $0.763	333,333
RXLAT : OPTION EXPIRING 26-MAR-2025 EX $0.988	10,476,190
RXLAV : OPTION EXPIRING 04-MAR-2026 EX $0.72	1,000,000

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

1,500,000 Performance Rights issued to Mr Matthew Hogan using the Company's available 15% capacity under ASX Listing Rule 7.1 and in reliance on exception 12 of Listing Rule 10.12.

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? N/A

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