BUXTON RESOURCES LIMITED — AGM Information 2011

Oct 17, 2011

BUXTON RESOURCES LIMITED ABN 86 125 049 550 NOTICE OF ANNUAL GENERAL MEETING

TIME : 12 noon (WST) DATE : Monday 28th November 2011 PLACE : RSM Bird Cameron 8 St Georges Terrace Perth, Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9380 6063.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	10
Proxy Form	15
TIME AND PLACE OF MEETING AND HOW TO VOTE

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The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 12 noon (WST) on Monday 28th November 2011 at:

RSM Bird Cameron 8 St Georges Terrace Perth, Western Australia

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Buxton Resources Limited, PO Box 9028, Subiaco, Western Australia 6008; (b) facsimile to the Company on facsimile number (+61 8) 9381 4056; or

• (c) email to jodi@buxtonresources.com.au

so that it is received not later than 12 noon (WST) on Saturday 26th November 2011.

The enclosed Proxy Form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

Importantly, if a Shareholder appoints the Chairperson or another member of the Company’s Key Management Personnel as their proxy, that Shareholder must make a direction on how to vote in respect of Resolution 1 (Remuneration Report), otherwise the proxy will not be entitled to vote in respect of Resolution 1, and your Shares will not be voted on Resolution 1.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 12 noon (WST) on Monday 28th November 2011 at RSM Bird Cameron, 8 St Georges Terrace, Perth, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 12 noon (WST) on Saturday 26th November 2011.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2011.”

Voting Exclusion : A vote in respect of Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member of the Key Management Personnel, unless: (i) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and

• (ii) the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.

Note: The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

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2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – SEAMUS CORNELIUS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of clause 6.3(c) of the Constitution and for all other proposes, Mr Seamus Cornelius, a Director who retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – JULIAN STEPHENS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of clause 6.3(i) of the Constitution and for all other proposes, Dr Julian Stephens, being a Director of the Company appointed since the last Annual General Meeting, offers himself for election and being eligible, is hereby elected as a Director of the Company.”

4. RESOLUTION 4 – ISSUE OF PERFORMANCE RIGHTS TO DR JULIAN STEPHENS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That for the purposes of ASX Listing Rule No 10.14, the shareholders approve the issue of up to 200,000 Performance Rights to Dr Julian Stephens, a nonexecutive director of the company or his nominee(s) on the terms and conditions described in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Dr Julian Stephens or their nominee and any of their associates. However, the company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides

DATED: 14 OCTOBER 2011 BY ORDER OF THE BOARD

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JODI HASLINGER JOINT COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 12 noon (WST) on Monday 28th November 2011 at RSM Bird Cameron, 8 St Georges Terrace, Perth, Western Australia.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in reducing the Company’s printing costs.

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at www.buxtonresources.com.au

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the Remuneration Report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company. The Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2011.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

Under the Corporations Act 2001, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a “ Spill Resolution ”) that another general meeting be held within 90 days at which all of the Directors (other than the Managing Director) must go up for re-election. The Company encourages all Shareholders to cast their votes on Resolution 1 (Remuneration Report).

Any undirected proxies held by the Chairperson, other Directors or other Key Management Personnel or any of the Closely Related Party will not be voted on Resolution 1 (Remuneration Report).

Key Management Personnel of the Company are the Directors and those other persons having authority and responsibility for planning, directing and controlling

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the activities of the Company, directly or indirectly. The remuneration Report identifies the Company’s Key Management Personnel for the financial year to 30 June 2011. Their Closely Related Parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control.

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 (Remuneration Report) by marking either “For”, “Against” or “Abstain” on the Proxy Form for Resolution 1.

3. RESOLUTIONS 2 – RE-ELECTION OF DIRECTOR – SEAMUS CORNELIUS

3.1 General

Clause 6.3 of the Constitution requires that the following Directors must retire at each annual general meeting:

(a) if the Company has three or more Directors, one third (or the number nearest one-third) of those Directors; and

• (b) any Director (except a Managing Director) that has held office for three years since election or last re-election.

Further, clause 6.3 (e) of the Constitution states that the Directors to retire by rotation are to be the longest serving Directors, or if two Directors are appointed on the same day, those Directors determined by lot or as agreed between them.

A Director who retires by rotation under clause 6.3 (j) of the Constitution is eligible for re-election under clause 6.3 (j) of the Constitution.

Mr Seamus Cornelius retires in accordance with these provision, and being eligible, offer himself for re-election as a Director.

3.2 Directors Recommendation

The Directors (other than Seamus Cornelius, who makes no recommendation) recommend the re-election of Mr Cornelius as a Director.

4. RESOLUTIONS 3 – RE-ELECTION OF DIRECTOR – JULIAN STEPHENS

4.1 General

Clause 6.2(b) of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed under clause 6.2(b) of the Constitution holds office only until the next following Annual General Meeting of Shareholders and is then eligible for re-election under clause 6.3 (j) of the Constitution.

Dr Julian Stephens retires in accordance with these provision, and being eligible, offer himself for re-election as a Director.

4.2 Directors Recommendation

The Directors (other than Julian Stephens, who makes no recommendation) recommend the re-election of Dr Stephens as Director.

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5. RESOLUTION 4 – ISSUE OF PERFORMANCE RIGHTS TO DR JULIAN STEPHENS

Resolution 4 seeks Shareholder approval for the issue of Performance Rights to a Director pursuant to ASX Listing Rule10.14.

Dr Julian Stephens is to receive a total of 200,000 Performance Rights as follows:

• (a) 50,000 Tranche 1 Performance Rights;

• (b) 100,000 Tranche 2 Performance Rights; and

• (c) 50,000 Tranche 3 Performance Rights.

All of the Company’s full or part time employees or Directors of the Company (in the case of Directors, subject to Shareholder approval) are entitled to participate in the Company’s Employee Share Ownership Plan (“ Plan ”). The Performance Rights are being issued (subject to Shareholder approval) pursuant to the Plan.

Key terms attaching to the Performance Rights are set out in Annexure 1 of this Notice of Meeting.

1. The Nature of the Financial Benefit

The Company proposes to issue Performance Rights to Dr Julian Stephens or his nominee(s). The grant of the Performance Rights will result in the issue of Shares in certain circumstances.

The recipient will not be required to pay anything for the issue of the Performance Rights. The maximum number of Performance Rights proposed to be issued to Dr Julian Stephens is 200,000 Performance Rights.

The Performance Rights have been valued on behalf of the Company using the binomial option pricing model, where each Performance Right is a "barrier up and in share option" which vests once the "barrier price" under each tranche is met. For the purposes of the valuation the following assumptions were used:

• (d) Underlying Share price of ($0.20) cents (being the Share price at (10[th] October 2011);

• (e) A nil conversion or exercise price;

• (f) Total period of 3 years after the meeting for the vesting performance hurdles to be met;

• (g) An estimated volatility factor of 100% reflective of future volatility of the Shares of the Company over the 3 year life of the rights;

• (h) A risk free rate of (3.64)% being the Commonwealth Government 3 year bond rate at 7[th] October 2011;

• (i) A nil dividend yield; and

• (j) A barrier price of 40 cents for the Tranche 1 Performance Rights, 50 cents for the Tranche 2 Performance Rights and 60 cents for Tranche 3 Performance Rights.

Based on the above assumptions, independent accountants RSM Bird Cameron Corporate Pty Ltd have determined that the value of each tranche of the Performance Right is as follows:

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	Tranche 1	Tranche 2	Tranche 3	Total
Number of Performance Rights to be issued	50,000	100,000	50,000	200,000
Value per Right	$0.1731	$0.1616	$0.1514	-
Total Value of each Tranche	$8,655	$16,160	$7,570	$32,385

2.

Dilution

The passing of Resolution 4 would have the effect of issuing up to 200,000 Performance Rights.

If Performance Rights vest, Shares will issue which will have the effect of diluting the shareholding of existing Shareholders. If all the 200,000 Performance Rights vest so that 200,000 Shares are issued, the effect would be to dilute the shareholding of existing Shareholders by approximately 0.496% based on the current number of Shares of 40,118,194.

3. Historical share price information

Shares will be issued upon the vesting of Performance Rights. The trading price of Shares for the 12 months prior to the date this document was lodged with ASX is as follows:

	Share Price	Date
Highest	37 cents	12/1/11
Lowest	8 cents	13/10/10
Last	20 cents	11/10/11

4. Remuneration

Dr Julian Stephens is paid an annual fee of $30,000.

The Board considers that approval of shareholders is not required under Chapter 2E of the Corporations Act as a result of the application of section 211. The Board believes that granting the Performance Rights is part of his normal remuneration as a director of the Company. Providing a remuneration benefit that is in non-cash form is reasonable given the Company’s current strategy of increasing funds available for exploration. The Performance Rights provide an incentive for Dr Stephens to perform his duties for the maximum benefit of the Company.

In determining the number and exercise price of the Performance Rights, the Board took independent advice and also took into consideration the views of major shareholders and brokers. Although no formal written advice was sought or obtained, the Directors are of the overall view that the remuneration of Dr Julian Stephens, including the proposed grant of the Performance Rights, is reasonable having regard to the circumstances of the Company, the duties and responsibilities of a Technical Director and the market levels of remuneration for officers in similar positions in similar sized companies.

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5. Information Required by ASX Listing Rules

For the purposes of ASX Listing Rule 10.14 and 10.15A the following information is provided:

• (a) Up to 200,000 Performance Rights (and hence the maximum number of Shares) may be issued by the Company to Dr Julian Stephens or his nominee. The terms of the Performance Rights are set out in Annexure 1 to this Explanatory Statement.

• (b) No consideration is payable by Dr Stephens at the time of issue of the Performance Rights or upon their exercise.

• (c) The Board may, from time to time, at its absolute discretion declare that any full or part time employee or Director of the Company (in the case of Directors, subject to Shareholder approval) is eligible to receive Performance Rights under the Plan. The names of all persons referred to in rule 10.14 who are entitled to participate in the scheme are; Anthony Maslin, Seamus Cornelius and Julian Stephens.

• (d) No loans will be made by the Company in connection with the issue of the Performance Rights to Dr Stephens.

• (e) Details of any Performance Rights or Shares issued under the Plan will be published each year in the Annual Report of the Company relating to the period in which the Performance Rights or Shares have been issued and the Annual Report will disclose that approval for the issue of Shares under the Plan was obtained under Listing Rule 10.14. No securities have been issued under the scheme since the last approval.

• (f) Any additional Director who becomes entitled to participate in the Plan who is not named in this Notice of Meeting will not participate until approval is granted under Listing Rule 10.14 (if approval is required under that Listing Rule).

• (g) The Performance Rights will be granted immediately upon Shareholder approval and in any event no later than 3 years after the date of this Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules).

• (h) A voting exclusion statement in respect of Resolution 4 is included in the Notice of Meeting.

6. Action to be taken by Shareholders

Shareholders should read the Notice, Explanatory Statement and this Supplementary Explanatory Statement carefully before deciding how to vote on the Resolutions. A proxy form is attached to the Notice.

6. ENQUIRIES

Shareholders may contact Jodi Haslinger on (+ 61 8) 9380 6063 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

Annual General Meeting means the annual general meeting of the Company convened by the Notice of Meeting.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chairperson means the chairperson of the Annual General Meeting.

Closely Related Party means a closely related party of a member of Key Management Personnel as defined in Section 9 of the Corporations Act, being

• (a) a spouse or child of the member;

• (b) a child that member’s spouse;

• (c) a dependant of that member or of that member’s spouse;

• (d) anyone else who is one of that member’s family and may be expected to influence that member, or be influenced by that member, in that member’s dealings with the Company;

• (e) a company that is controlled by that member; or

• (f) any other person prescribed by the regulations.

Company means Buxton Resources Limited (ABN 86 125 049 550).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Key Management Personnel means the key management personnel of the Company as defined in Section 9 of the Corporations Act and Australian Accounting Standards Board accounting standard 124, being those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise).

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and Proxy Form.

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Performance Right means a right to acquire a Share on the terms set out in Annexure 1 being either a Tranche 1 Performance Right, Tranche 2 Performance Right or Tranche 3 Performance Right.

Remuneration Report means the remuneration report of the Company as defined under section 9 of the Corporations Act.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Tranche 1 Performance Right means a right to acquire a Share on the terms set out in Annexure 1.

Tranche 2 Performance Right means a right to acquire a Share on the terms set out in Annexure 1.

Tranche 3 Performance Right means a right to acquire a Share on the terms set out in Annexure 1.

WST means Western Standard Time as observed in Perth, Western Australia.

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ANNEXURE 1

Terms of Tranche 1 Performance Rights (Resolution 4)

The material terms of the Performance Rights the subject of Resolution 4 are:

1. The Performance Rights are non-transferable.

2. The Performance Rights do not confer any entitlement to attend or vote at meetings of the Company, to dividends, to participation in new issues of securities or entitlement to participate in any return of capital.

3. The Performance Rights vest upon the satisfaction of the following performance hurdle within 3 years of the issue of the Performance Rights:

The Shares trade at a volume weighted average price of at least 40 cents per Share for a consecutive period of at least 30 Business Days.

1. The Performance Rights lapse if the performance hurdle is not satisfied within 3 years of the issue of the Performance Rights.

2. Upon vesting, one (1) Share will be issued for every one (1) Performance Right. The Shares will rank equally in all respects with the existing Shares.

3. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the vesting date, the number of Performance Rights will be reconstructed in a manner consistent with the ASX Listing Rules.

4. The Performance Rights are otherwise issued in accordance with the terms and conditions of the Company’s Employee Share Ownership Plan.

Terms of Tranche 2 Performance Rights (Resolution 4)

The material terms of the Performance Rights the subject of Resolution 4 are:

1. The Performance Rights are non-transferable.

2. The Performance Rights do not confer any entitlement to attend or vote at meetings of the Company, to dividends, to participation in new issues of securities or entitlement to participate in any return of capital.

3. The Performance Rights vest upon the satisfaction of the following performance hurdle within 3 years of the issue of the Performance Rights:

The Shares trade at a volume weighted average price of at least 50 cents per Share for a consecutive period of at least 30 Business Days.

1. The Performance Rights lapse if the performance hurdle is not satisfied within 3 years of the issue of the Performance Rights.

2. Upon vesting, one (1) Share will be issued for every one (1) Performance Right. The Shares will rank equally in all respects with the existing Shares.

3. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the vesting date, the number of Performance Rights will be reconstructed in a manner consistent with the ASX Listing Rules.

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1. The Performance Rights are otherwise issued in accordance with the terms and conditions of the Company’s Employee Share Ownership Plan.

Terms of Tranche 3 Performance Rights (Resolution 4)

The material terms of the Performance Rights the subject of Resolution 4 are:

1. The Performance Rights are non-transferable.

2. The Performance Rights do not confer any entitlement to attend or vote at meetings of the Company, to dividends, to participation in new issues of securities or entitlement to participate in any return of capital.

3. The Performance Rights vest upon the satisfaction of the following performance hurdle within 3 years of the issue of the Performance Rights:

The Shares trade at a volume weighted average price of at least 60 cents per Share for a consecutive period of at least 30 Business Days.

1. The Performance Rights lapse if the performance hurdle is not satisfied within 3 years of the issue of the Performance Rights.

2. Upon vesting, one (1) Share will be issued for every one (1) Performance Right. The Shares will rank equally in all respects with the existing Shares.

3. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the vesting date, the number of Performance Rights will be reconstructed in a manner consistent with the ASX Listing Rules.

4. The Performance Rights are otherwise issued in accordance with the terms and conditions of the Company’s Employee Share Ownership Plan.

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PROXY FORM

APPOINTMENT OF PROXY BUXTON RESOURCES LIMITED ABN 86 125 049 550

ANNUAL GENERAL MEETING

I/We

being a member of Buxton Resources Limited entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of proxy OR

Mark this box if you wish to appoint the Chairperson as your proxy

or failing the person so named or, if no person is named, the Chairperson, or the Chairperson’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be held at 12 noon (WST), on Monday 28th November 2011 at RSM Bird Cameron, 8 St Georges Terrace, Perth, Western Australia, and at any adjournment thereof.

Note: If you appoint a proxy, it is recommended that you to direct your proxy how to vote on each Resolution. The Chairman, the Directors and other Key Management Personnel of the Company and their Closely Related Parties will not cast any votes in respect of Resolution 1 (Remuneration Report) that arise from any undirected proxy that they hold. Otherwise, if no directions are given, the Chairperson will vote in favour of all the Resolutions.

Voting on Business of the Annual General Meeting

			FOR	AGAINST	ABSTAIN
Resolution	1	– Adoption of Remuneration Report
Resolution	2	– Re-election of Director – Mr Seamus Cornelius
Resolution	3	– Re-election of Director – Dr Julian Stephens
Resolution	4	– Issue of Performance Rights to Dr Julian Stephens

OR

If the Chairperson is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 2 to 4 please place a mark in this box. As outlined above, the Chairperson cannot cast a vote in respect of Resolution 1 (Remuneration Report) unless you have specifically directed the Chairperson whether to vote “For”, “Against” or “Abstain” on your behalf.

By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of Resolutions 2 to4 and that votes cast by the Chairperson for Resolutions 2 to 4 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairperson will not cast your votes on Resolutions 2 to 4 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 2 to 4.

If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

Signed this day of 2011

%

By:

By:	By:	By:
Individuals and joint holders Companies (affix common seal if appropriate)
Signature		Director
Signature		Director/Company Secretary
Signature		14 Sole Director and Sole Company Secretary

BUXTON RESOURCES LIMITED ABN 86 125 049 550

Instructions for Completing ‘Appointment of Proxy’ Form

1.

A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

Where a member’s holding is in one name the holder must sign. Where the holding is in more than one name, all members should sign.

1. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under a power of attorney, the power of attorney must be lodged in like manner as this Proxy Form.

2. Corporate members should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

3. 2 directors of the company;

4. a director and a company secretary of the company; or

5. for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

2. If you wish to appoint the Chairperson as your proxy, mark the box on the Proxy Form. If the person you wish to appoint as your proxy is someone other than the Chairperson, please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairperson will be your proxy. A proxy need not be a Shareholder.

3. If the Chairperson or other Key Management Personnel or their Closely Related Parties is your proxy, that person will not be able to vote on your behalf in respect of Resolution 1 (Remuneration Report) if you have not directed them how to vote on that Resolution.

4. To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

5. (a) post to Buxton Resources Limited, PO Box 9028, Subiaco, WA 6008; or

6. (b) facsimile to the Company on facsimile number +61 8 9381 4056,

7. (c) email to jodi@buxtonresources.com.au

8. so that it is received not later than 12 noon (WST) on Saturday 26th November 2011.

Proxy forms received later than this time will be invalid.

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