BUXTON RESOURCES LIMITED — AGM Information 2013

Oct 30, 2013

BUXTON RESOURCES LIMITED ABN 86 125 049 550

NOTICE OF ANNUAL GENERAL MEETING

TIME : 12:00pm (WST) DATE : Thursday 28[th] November 2013 PLACE : Steve’s Wine Cellar 30 The Avenue Nedlands, 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) 9386 8767.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	9
Glossary	20
Proxy Form	27
TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 12:00pm (WST) on Friday 15th November 2013 at:

Steve’s Wine Cellar 30 The Avenue Nedlands, 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 661, Nedlands, Western Australia 6909; (b) facsimile to the Company on facsimile number (+61 8) 9389 1464; or

• (c) email to sam@straightlines.net.au

so that it is received not later than 12:00pm (WST) on Tuesday 27[th] November 2013.

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 12:00pm (WST) on Thursday 28[th] November 2013 at Steve’s Wine Cellar, 30 The Avenue, Nedlands, 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 12:00pm (WST) on Wednesday 27[th] November 2013.

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 2013 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

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 2013.”

Short Explanation: The Company is required to put a resolution to adopt the remuneration report of the Company at each annual general meeting. This is an advisory resolution only and does not bind the Directors or the Company.

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 (the "voter"):

• (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.

However, the voter may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described in paragraphs (a) or (b) and either:

• (c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on Resolution 1; or

• (d) the voter is the Chairperson and the appointment of the Chairperson as proxy:

• (i) does not specify the way the proxy is to vote on Resolution 1; and

• (ii) expressly authorises the Chairperson to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the entity.

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RESOLUTION 2 – RE-ELECTION OF DIRECTOR – 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 clause 6.3(c) of the Constitution and for all other proposes, Dr Stephens, a Director who retires by rotation, and being eligible, is re-elected as a Director.”

RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR STUART FOGARTY

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, Mr Fogarty, 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.”

RESOLUTION 4 - APPROVAL TO ISSUE SHARES PURSUANT TO PLACEMENT

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 7.1 and for all other purposes, approval is given for the Company to issue 10,000,000 Securities in the Company on the terms set out in the Explanatory Statement accompanying this Notice. "

Voting exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, the Company need not disregard a vote cast on this Resolution if:

• (a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• (b) it is cast by the Chairperson as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

RESOLUTION 5 –APPROVAL TO AMEND THE EMPLOYEE INCENTIVE PLAN

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 7.2 (exception 9) and for all other purposes, Shareholder approval is given for the Company to broaden the classes of Securities under the “Buxton Employee Share Ownership Plan” ( Incentive Plan ) approved at the last Buxton Annual General Meeting held on 23 November 2012 is proposed to be amended on the terms set out in the Explanatory Statement accompanying this Notice. "

Voting exclusion: The Company will disregard any votes cast on this Resolution by any director of the entity (except one who is ineligible to participate in any employee incentive

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scheme) and any associates of those persons. However, the Company need not disregard a vote cast on this Resolution if:

• (a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• (b) it is cast by the Chairperson as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

RESOLUTION 6 – ISSUE OF OPTIONS TO MR ANTHONY MASLIN

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 10.14 and section 208 of the Corporations Act, the Shareholders approve the issue of 1,000,000 Director Options to Mr Anthony Maslin, a 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 a director of the Company and any associate of a director. However, the Company need not disregard a vote cast on this Resolution if:

• (a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• (b) it is cast by the Chairperson as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

Restriction on proxy voting by Key Management Personnel or Closely Related Parties: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the chair of the meeting; and

• (d) the appointment expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the entity.

RESOLUTION 7 – ISSUE OF OPTIONS TO MR 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 ASX Listing Rule 10.14 and section 208 of the Corporations Act, the Shareholders approve the issue of 500,000 Director Options to Mr Seamus Cornelius, a director of the Company, or his nominee(s) on the terms and conditions described in the Explanatory Statement.”

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Voting exclusion: The Company will disregard any votes cast on this Resolution by a director of the Company and any associate of a director. However, the Company need not disregard a vote cast on this Resolution if:

• (a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• (b) it is cast by the Chairperson as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

Restriction on proxy voting by Key Management Personnel or Closely Related Parties: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

• (c) the proxy is the chair of the meeting; and

• (d) the appointment expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the entity.

RESOLUTION 8 – ISSUE OF OPTIONS 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 10.14 and section 208 of the Corporations Act, the Shareholders approve the issue of 500,000 Director Options to Dr Julian Stephens, a 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 a director of the Company and any associate of a director. However, the Company need not disregard a vote cast on this Resolution if:

• (a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• (b) it is cast by the Chairperson as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

Restriction on proxy voting by Key Management Personnel or Closely Related Parties: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

• (c) the proxy is the chair of the meeting; and

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(d) the appointment expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the entity.

RESOLUTION 9 – ISSUE OF OPTIONS TO MR LIU XING ZHOU

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 10.14 and section 208 of the Corporations Act, the Shareholders approve the issue of 500,000 Director Options to Mr Liu, a 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 a director of the Company and any associate of a director. However, the Company need not disregard a vote cast on this Resolution if:

• (a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• (b) it is cast by the Chairperson as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

Restriction on proxy voting by Key Management Personnel or Closely Related Parties: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the chair of the meeting; and

• (d) the appointment expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the entity.

RESOLUTION 10 – ISSUE OF OPTIONS TO MR STUART FOGARTY

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 10.14 and section 208 of the Corporations Act, the Shareholders approve the issue of 500,000 Director Options to Mr Fogarty, a 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 a director of the Company and any associate of a director. However, the Company need not disregard a vote cast on this Resolution if:

• (a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• (b) it is cast by the Chairperson as a proxy for a person who is entitled to vote in

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accordance with the directions on the proxy form to vote as the proxy decides.

Restriction on proxy voting by Key Management Personnel or Closely Related Parties: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

• (c) the proxy is the chair of the meeting; and

• (d) the appointment expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the entity.

RESOLUTION 11 – ISSUE OF OPTIONS TO CONSULTANTS

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 7.1 and for all other purposes, the Shareholders approve the issue of a total of 955,000 Consultant Options to the Consultants named in the Explanatory Memorandum on the terms and conditions described in the Explanatory Statement.”

Voting exclusion: The Company will disregard any votes cast on this Resolution by any of the Consultants, and anyone who might obtain a benefit from the proposed issue, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any of their associates. However, the Company need not disregard a vote cast on this Resolution if:

• (a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• (b) it is cast by the Chairperson as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

DATED: BY ORDER OF THE BOARD

SAM WRIGHT 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 12:00pm (WST) on Friday 15th November 2013 at Steve’s Wine Cellar, 30 The Avenue, Nedlands, 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.

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 2013 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

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 2013.

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).

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Key Management Personnel of the Company are the Directors and those other persons having authority and responsibility for planning, directing and controlling 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 2012. 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.

RESOLUTIONS 2 – RE-ELECTION OF DIRECTOR – DR JULIAN STEPHENS

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.

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

Directors Recommendation

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

RESOLUTIONS 3 – RE-ELECTION OF DIRECTOR – MR STUART FOGARTY

General

Clause 6.3(i) 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 6.3(i) 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.

Mr Fogarty retires in accordance with these provisions, and being eligible, offers himself for re-election as a Director.

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Directors Recommendation

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

RESOLUTION 4 - APPROVAL TO ISSUE SHARES PURSUANT TO PLACEMENT

Resolution 4 seeks Shareholder approval for the issue of up 10,000,000 Securities. The Company seeks to have the flexibility to issue securities to allow this number of securities not to be included in the calculation under ASX Listing Rule 7.1.

ASX Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue, or agree to issue, during any 12 month period any equity securities or other securities with rights of conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities on issue at the commencement of that 12 month period.

One circumstance where an issue is not taken into account in the calculation of this 15% threshold is where the issue has the prior approval of Shareholders in a general meeting.

The Company is seeking approval under ASX Listing Rule 7.1 to be able to issue up to 10,000,000 Shares.

ASX Listing Rule 7.3 sets out the matters which must be included in the notice of meeting convened to seek shareholder approval under ASX Listing Rule 7.1.

For the purposes of ASX Listing Rule 7.3, the following information is provided to Shareholders in relation to Resolution 4.

• (a) the maximum number of securities to be issued is 10,000,000 Shares;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (c) the issue price will be not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made or, if there is a prospectus, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed;

• (d) the names of the proposed allottees are not known and the quantity of the Shares to be issued to each allottee is not known, however, the proposed alottees will be sophisticated or institutional investors. The Shares will be placed at the Director's discretion but will not be issued to Directors or other related parties;

• (e) the Shares issued will be fully paid ordinary shares in the Company and will rank equally with the Company's current issued Shares; and

• (f) the Company intends to use the funds raised from the issue of the Securities to facilitate exploration programs at the Company’s projects and for working capital.

• (g) it is intended the allotment of the Shares will occur progressively.

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Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 6 as it provides the Company with the flexibility to issue up to the maximum number of securities permitted under Listing Rule 7.1 in the next 12 months (without further Shareholder approval), should it be required.

RESOLUTION 5 – APPROVAL OF AMENDMENT TO INCENTIVE PLAN

The Board adopted an employee incentive scheme known as the "BUX Employee Share Ownership Plan" ( Incentive Plan ) at the Annual general Meeting on 23 November 2013.

As noted above, ASX Listing Rule 7.1 allows the Company to issue a maximum of 15% of its capital in any 12 month period without requiring shareholder approval. An exception to Listing Rule 7.1 is set out in Listing Rule 7.2 (Exception 9) which provides that issues of securities under an employee incentive scheme are exempt for a period of three years before the date on which shareholders approve the issue of securities under the terms of the Incentive Plan.

Resolution 5 seeks Shareholder approval to broaden the classes of Securities under the Incentive Plan to include Options, Shares and Performance Rights.

The objective of the amendment to the Incentive Plan is to continue to attract, motivate and retain key employees. It is considered by Directors that the adoption of the Incentive Plan and the future issue of securities under the Incentive Plan will provide selected employees with the opportunity to participate in the future growth of the Company. The terms of the Incentive Plan extend to Directors but securities under the Incentive Plan will only be issued to Directors if specific Shareholder approval is obtained.

A summary of the terms and conditions of the Incentive Plan is set out in Annexe A.

RESOLUTION 6 TO 10 - ISSUE OF OPTIONS TO DIRECTORS

Background

Resolutions 6 to 10 seek Shareholder approval for the issue of Director Options to Directors pursuant to section 208 of the Corporations Act 2001 and ASX Listing Rule 10.14. The Incentive Plan was approved at the BUX Annual General Meeting of 23 November 2012 under ASX Listing Rule 7.2 (Exception 9) and the Company is seeking a further approval under Listing Rule 7.2 (Exception 9) under resolution 5 to amend the terms of the Incentive Plan. The Company is permitted to grant the Director Options pursuant to the Incentive Plan.

The Director Options granted pursuant to the Incentive Plan on 23 November 2012 (being 2,500,000 Directors Options with an exercise price of $0.731) were not exercised by any Directors in the period between this BUX Annual General Meeting and the previous BUX Annual General Meeting.

The Director Options are also to be issued (if Resolutions 6 to 10 are passed) to ensure an ongoing incentive to the Directors to maximise the performance of the Company and add value for Shareholders. It is proposed to issue Mr Maslin with 1,000,000 Options and 500,000 each to Mr Cornelius, Dr Stephens, Mr Fogarty and Mr Liu on this basis. Options form an important part of the incentive based remuneration for Directors and are a means of rewarding Directors without taking

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cash from the Company. The Board feels that Director Options are the most appropriate means under the current circumstances to reward performance.

The Directors face considerable ongoing responsibilities and challenges in their roles within the Company. The granting of these Director Options will provide a long term incentive for outstanding performance and promote their opportunities for Share ownership in the Company.

The Company acknowledges that the issue of Director Options to Mr Cornelius, Dr Stephens, Mr Fogarty and Mr Liu as non-executive directors may be contrary to guidelines for non-executive remuneration in recommendation 8.3 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the grant of Options to be reasonable in the circumstances given the Company’s size and stage of development and the importance of maintaining the Company’s cash reserves.

The Company provides the information for Listing Rule 10.15

Related Party Transactions

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

1. the giving of the financial benefit falls within one of the nominated exceptions to the provision; or

2. prior shareholder approval is obtained to the giving of the financial benefit.

For the purposes of Chapter 2E, Directors are considered to be a related party of the Company.

Listing Rule 10.14 of the Listing Rules of ASX Limited prohibits a public company from issuing securities to a director of the Company, an associate of the director and a person whose relationship with the Company referred to in rules 10.14.1 or 10.14.2 is, in ASX’s opinion, such that approval should be obtained, without the approval of shareholders.

Resolutions 6 to 10 provide for the grant of Director Options to related parties, which is a financial benefit which requires Shareholder approval. For the purpose of Chapter 2E of the Corporations Act and Chapter 10 of the Listing Rules of ASX the following information is provided.

The related party to whom the proposed resolution would permit the financial benefit to be given

The following number of Director Options will be issued to the following Directors or their Associates:

Table 1 - Details of Director Options to be issued to Directors

Name	Total Director Options
Anthony Maslin (Resolution 5)	1,000,000
Seamus Cornelius (Resolution 6)	500,000

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Dr Julian Stephens (Resolution 7)	500,000
Stuart Fogarty (Resolution 8)	500,000
Liu Xing Zhou (Resolution 9)	500,000
Total	3,000,000

The nature of the financial benefit

The proposed financial benefit to be given is the allotment of a total of 3,000,000 Director Options. Each Director Option has an exercise price that is equal to 150% of the 5 day VWAP prior to the Annual General Meeting. The rights attaching to the Director Options and terms of issue of the Director Options are set out in Annexure B. The valuation of the Director Options is set out under the heading “Valuation of Director Options”.

The reasons for the financial benefit and Directors’ recommendation

The Company entered into agreements with each Director in their capacity as a Director of the Company. The Directors have, and continue to be paid, substantially less than their industry peers in order to direct the maximum funds towards creating value for all Shareholders. This is in line with the Company’s general policy of non cash based incentives in lieu of reduced wages.

None of the Directors of the Company wish to make a recommendation about the proposed resolution as the resolution seeks the issue of Director Options to other Directors.

Any other information that is reasonably required by members to make a decision and that is known to the Company or any of its Directors

• (a) The proposed Resolutions 6 to 10 would have the effect of giving power to the Board to grant a total of 3,000,000 Director Options to the Directors or their respective nominee.

• (b) The exercise of the Director Options by each Director is subject to the terms and conditions outlined in Annexure B. The Director Options will vest immediately upon their issue to Directors.

• (c) The Director Options will be issued by the Board no later than 12 month after the date Resolutions 6 to 10 are passed.

• (d) The Directors, in conjunction with the Company's advisers have attempted to value the Director Options by reference to the binomial valuation method, based upon the assumptions outlined in Table 5 on page 18.

• (e) The total value of the Director Options to be issued to each Director is outlined in Table 3. If all of the Director Options that are issued are exercised, then the effect would be to dilute the shareholdings of the existing Shareholders.

• (f) As at 30 September 2013, the issued capital of the Company comprised 54,516,455 Shares. On a fully diluted basis the issue of the Director Options represents approximately 5.5% of the Company's issued capital.

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• (g) Each Directors current interest in securities of the Company is detailed in Table 2.

• (h) The market price of the Company's Shares during the term of the Director Options will normally determine whether or not the option holder exercises the Director Option. At the time any Director Options are exercised and Shares issued pursuant to the exercise of the Director Options, the Company's Shares may be trading on ASX at a price which is higher than the exercise price of the Director Options.

• (i) The Director Options will not be quoted on ASX and as such have no actual market value. The Shares of the Company have been traded on ASX since 23 October 2007. In the previous 12 months the Shares have traded in the range of 10 cents to 63 cents. The most recent closing price prior to the date of this Notice was 17 cents. The Director Options are capable of being converted to Shares by payment of the exercise price and on the terms set out in Annexure B.

• (j) As the Director Options were agreed to be issued in lieu of forgone fees and salary, forfeiture of future higher fees and salary and to incentive long term performance, the Directors consider that the Director Options are a reasonable and cost effective reward for the Company as opposed to alternative forms of reward.

• (k) Table 3 shows the total remuneration package of each of the Directors that are to receive Director Options under Resolutions 6 to 10 for the financial year ended on 30 June 2013. The second column under the heading “Directors’ Remuneration” lists the cash amounts received by the Directors for the work each performed and for the services each provided in the financial year ended 30 June 2013. The third column headed “Options (assuming Resolutions 6 to 10 are passed)” lists the value of the Director Options to be issued to each Director using the valuation methodology described in this Explanatory Memorandum under the heading “Valuation of Director Options”.

• (l) The most recent closing Share price prior to date of this Notice was 17 cents. If the Share price is at that level when the Director Options are exercised, there will be no cost to the Company. The Directors do not consider that from an economic and commercial point of view, there are any other costs or detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in issuing the Director Options to the Directors pursuant to Resolutions 6 to 10.

• (m) Neither the Directors nor the Company are aware of any other information that would be reasonably required by Shareholders to make a decision in relation to the financial benefits contemplated by Resolutions 6 to 10.

• (n) The Director Options will be issued for nil consideration, so no funds will be raised from the issue.

• (o) No loan been given by the Company in relation to the grant of Director Options.

• (p) Securities issued previously under the Incentive Plan are as follows:

Name	Options previously	Acquisition **price for **

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	issued under the Incentive Plan and approved by shareholders at the 2012 AGM	each security
Anthony Maslin (Resolution 7 – 23 November 2012)	1,100,000	Nil
Seamus Cornelius (Resolution 8 – 23 November 2012)	550,000	Nil
Dr Julian Stephens (Resolution 9 – 23 November 2012)	650,000	Nil
Liu Xing Zhou (Resolution 10 – 23 November 2012)	200,000	Nil
Total	2,500,000	Nil

• (q) The number of securities issued under the Incentive Plan since the last approval are

• 3 December 2012 - 245,000 Fully paid ordinary shares (on the conversion of performance rights after hitting milestones); and

24 May 2013 – 200,000 Listed Options

• (r) The directors listed below are the only persons referred to in rule 10.14 entitled to participate in the Incentive Plan.

Table 2 - Details of Director’s current holdings of securities in the Company

Name	Shareholding	Option Holdings
Anthony Maslin	791,197	1,230,198
Seamus Cornelius	1,255,397	733,948
Julian Stephens	150,000	650,000
Stuart Fogarty	Nil	Nil
Liu Xing Zhou	Nil	200,000

Table 3 - Details of Director’s Remuneration (2012/2013)

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Director	Directors’ Remuneration	Director Options (assuming Resolutions 5 to 9 are passed)	Total
Anthony Maslin(1)	$128,075	$85,694	$213,769
Seamus Cornelius	$49,000	$42,847	$91,847
Julian Stephens	$37,000	$42,847	$79,847
Stuart Fogarty(2)	nil	$42,847	$42,847
Liu Xing Zhou	$22,667	$42,847	$65,514

• (1) Mr Maslin is the Managing Director and an executive director

• (2) Mr Fogarty joined the board on 11 July 2013

Valuation of Director Options

The Directors of the Company have obtained an independent valuation of the Director Options by RSM Bird Cameron Corporate Pty Ltd at a valuation date of 2 October 2013.

Methodology

Accounting Standard AASB 2 Share Based Payments prescribes that the following should be factored into the valuation of options:

• strike or exercise price;

• price on grant date of the underlying share;

• life of the option;

• volatility of the underlying share;

• dividends expected on the shares (if appropriate); and

• risk free interest rate.

The table below analyses the impact on the fair value of the Director Option of an increase in each of the variables listed, all other factors remaining the same.

Table 4	Variable increased	Effect on the value of the Right
	Exercise Price	Decrease
	Current Stock Price	Increase
	Life of the option	Increase
	Volatility	Increase
	Dividends	Decrease
	Risk free interest rate	Increase
	Vesting period	Increase

Director Option valuation model assumptions

The following assumptions have been used in the binomial model below, in assessing the indicative fair value of the Director Options.

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Table 5 – Assumptions of binomial model

Assumption	Ref	Director Options
Grant date	1	15 Nov 2013
Spot price	2	$0.19
Exerciseprice	3	$0.322
Expiry date	4	15 Nov 2017
Expected future volatility5		100%
Risk free rate	6	3.23%
Dividend yield	7	0%
Market discount	8	27%
Value per Director Option		$0.086

1. Grant date – It has been assumed that the grant date is 15 November 2013, being the proposed date of the Annual General Meeting.

2. Spot price – This is usually assumed to be the closing share price of a company’s shares on the last trading day prior to the grant date. As the Company is providing an indicative assessment of the fair value, and the Director Options have yet to be granted it has been assumed that the underlying Buxton share price at the grant date is the closing share price on 1 October 2013, being the date of the independent valuation.

3. Exercise price – The exercise price will be equal to 150% of the 5 day VWAP prior to the Annual General Meeting.

4. Expiry date – The expiry date of the Director Options is 4 years after the date of issue.

5. Expected future volatility – The historical volatility of the Buxton shares has been calculated over the one, two and three years periods ended 1 October 2013, and considered the historical volatility of comparable companies. Based on the Company’s analysis, the Company is of the opinion that a volatility figure of 100% is reflective of the future volatility of the Company’s shares over the life of the Director Options.

6. Risk free rate – This has been determined based on the yield of a Commonwealth Government 5 year bond, being the period which most closely corresponds to the estimated Director Option life, which at 1 October 2013 yielded 3.23%.

7. Dividend yield – Dividend yield of 0% has been assumed as the Company has no history of dividends and is not expected to pay dividends over the Director Option period.

8. Market discount – As set out above, the market is applying a discount to the listed Buxton options on issue of 27%. As such, the Company has applied a similar discount due to the similar nature of the Director Options.

RESOLUTION 11 – ISSUE OF OPTIONS TO CONSULTANTS

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Background

Resolution 11 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the allotment and issue of a total of 955,000 Consultant Options to the Consultants listed below. None of the subscribers under the issue are, or will be, related parties of the Company.

During the past 12 months the Company has received services from numerous consultants and service providers. In line with the Company’s policy of protecting its cash reserves, the Company has agreed to issue Consultant Options to each of the consultants and service providers listed below (each a Consultant ):

• Mr Damien Jones

• Ms Jodi Haslinger

• Ms Linna Liu

• Mr Sam Wright

• Ms Lydia Fee

• Mr Collin Davy

• Dongarra Limited (Incorporated in the Republic of the Philippines)

• Mr Ben Grgic

The issue of Options is seen as a cost effective way of providing the Consultants a tangible incentive to enhance the performance of the Company and is in line with the current management’s approach to conserve working capital and to align their interests with the existing shareholders.

Information required under the listing rules

The operation of Listing Rule 7.1 is explained in Resolution 4 above. Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the proposed issue of Consultant Options to the Consultants:

a) Number of Securities

The maximum number of Consultant Options to be issued is 955,000;

b) Date of issue

The Consultant Options will be issued and allotted progressively to each Consultant, or their nominee, within 3 months of Shareholder approval being validly obtained.

c) The Price at which the securities are to issued

There is no monetary consideration payable for the issue of the Consultant Options and there will be no funds raised from the issue of the Consultant Options.

d) The Names of the Allottees

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The names of the allottees of the Consultant Options and the number of Consultant Options to be issued to each allottee or their nominee are:

Allottee / Consultant	Number of Consultant Options
Damien Jones	200,000
Jodi Haslinger	50,000
Linna Liu	35,000
Sam Wright	150,000
Lydia Fee	35,000
Collin Davy	50,000
Dongarra Limited	400,000
Ben Grgic	35,000
Total	955,000

e)

The terms of the Securities

The Consultant Options issued will be issued on the terms and conditions set out in Annexure B.

f) Voting Exclusion Statement

A voting exclusion statement has been included in the Notice of Annual General Meeting.

Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 10 as it provides the Company with the flexibility to issue up to the maximum number of securities permitted under Listing Rule 7.1 in the next 12 months (without further Shareholder approval), should it be required.

ACTION TO BE TAKEN BY SHAREHOLDERS

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

ENQUIRIES

Shareholders may contact Sam Wright on (+ 61 8) 9386 8767 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

• i. a spouse or child of the member;

• ii. a child of that member’s spouse;

• iii. a dependant of that member or of that member’s spouse;

• iv. 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;

• v. a company that is controlled by that member; or

• vi. any other person prescribed by the Corporations Regulations 2001 (Cth).

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).

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

Option means a right, but not an obligation to purchase a fully paid ordinary share in the capital of the Company

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.

Securities means Shares, Options and Performance Rights.

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

Shareholder means a holder of a Share.

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

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ANNEXURE A – SUMMARY OF THE EMPLOYEE INCENTIVE PLAN

1. From time to time at its discretion, the Board may offer to issue Securities in the Company to employees and Directors of the Company. Offers must be accepted within 10 business days and must be in multiples of 1,000 Securities.

2. The Board may impose restrictions on the vesting of the Securities such as a vesting period and performance hurdles.

3. At no time can the aggregate number of unissued shares to which the Securities relate under the Plan exceed 5% of the issued ordinary shares of the Company.

4. The Performance Rights will vest at the expiry of the vesting period as determined by the Board but the term of Performance Rights must not exceed five years from the date of issue. Once a Performance Right is vested the holder may acquire an ordinary share of the Company. A Performance Right does not vest and will lapse, if at the end of the vesting period:

5. (a) the holder of the Performance Right has not been an employee or a Director for at least one year;

6. (b) any performance hurdles applicable to the Performance Right have not been satisfied;

7. (c) the holder of the Performance Right, in the opinion of the Board, has failed to comply in a material respect with the terms of the Plan;

8. (d) the Board has determined that the holder of the Performance Right has acted fraudulently, dishonestly or in breach of his/her obligations to the Company.

9. The Performance Rights will vest even if any applicable performance hurdles have not been met in the circumstances of death, permanent disability or retirement of an employee or director or at the discretion of the Board.

10. In the event of a takeover offer, the Performance Rights vest if the performance hurdles have been met or at the discretion of the Board. Any Performance Rights that do not vest in these circumstances continue for the balance of the vesting period.

11. Any ordinary shares issued on the vesting of a Performance Right will be of the same class and will rank equally with existing ordinary shares in the Company. The Company will apply for quotation of the shares issued on vesting of the Performance Rights within the time required by the ASX Listing Rules.

In the event of a reconstruction of the issued share capital of the Company such as a consolidation, subdivision or equal reduction of capital, the number of Performance Rights will be adjusted in a manner consistent with the ASX Listing Rules.

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ANNEXURE B – TERMS AND CONDITIONS OF OPTIONS

The Director Options the subject of Resolutions 6 to 10 and the Consultant Options the subject of Resolution 11 entitle the holder to subscribe for Shares on the following terms and conditions:

1. Each option entitles the holder to subscribe for one (1) Share.

2. The options are exercisable at any time prior to 5.00pm WST 15 November 2017 (" Expiry Date ") and any options not exercised before the Expiry Date will automatically lapse on the Expiry Date.

3. The exercise price will be equal to 150% of the 5 day VWAP prior to the Annual General Meeting.

4. The options held by each optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

5. An Optionholder may exercise their options by lodging with the Company, before the Expiry Date ( Exercise Notice ):

6. (i) a written notice of exercise of options specifying the number of options being exercised; and

7. (ii) a cheque or electronic funds transfer for the Exercise Price for the number of options being exercised;

8. An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

9. Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of options specified in the Exercise Notice.

10. The options are not transferable except with the prior written consent of the board of directors of the Company.

11. All Shares allotted upon the exercise of options will upon allotment rank pari passu in all respects with other Shares.

12. The Company will not apply for quotation of the options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of options on ASX within 10 Business Days after the date of allotment of those Shares.

13. If at any time the issued capital of the Company is reconstructed, all rights of an optionholder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

14. If the Company makes a pro rata issue (other than a bonus issue), the Exercise Price of the options on issue may be reduced in accordance with the formula prescribed in the Listing Rules.

15. There are no participating rights or entitlements inherent in the options and optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the options without exercising the options.

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1. If there is a bonus issue to the holders of Shares, then the number of Shares over which the option is exercisable will be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

2. An option does not confer the right to a change in these terms which has the affect of a change in the Exercise Price or a change in the number of underlying securities over which the option can be exercised.

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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.

2. 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.

3. 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.

4. 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:

5. 2 directors of the company;

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

7. 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

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that Resolution.

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

2. (h) post to Buxton Resources Limited, PO Box 661, Nedlands, WA 6909; or

3. (i) facsimile to the Company on facsimile number +61 8 9389 1464,

4. (j) email to sam@straightlines.net.au

so that it is received not later than 12:00pm (WST) on Tuesday 26[th] November 2013 2013.

Proxy forms received later than this time will be invalid.

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PROXY FORM

APPOINTMENT OF PROXY

BUXTON RESOURCES LIMITED

ABN 86 125 049 550

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 failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’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 12:00pm (WST), on Thursday 28th November 2013 at Steve’s Wine Cellar, 30 The Avenue, Nedlands, Western Australia and at any adjournment thereof.

Important for Resolutions 1

If you appoint a member of the Company's key management personnel (other than the Chairman of the Meeting) or a closely related party of a member of the Company's key management personnel as your proxy, and you do not direct your proxy how to vote in respect of Resolutions 1 your proxy will NOT cast your vote on these Resolutions and your votes will not be counted.

If you appoint the Chairman of the Meeting as your proxy (or the Chairman of the Meeting becomes your proxy by default) and you do not direct your proxy how to vote in respect of Resolutions 1 to 10, your vote will be cast FOR each of these Resolutions, and you hereby expressly authorise the Chairman of the Meeting to exercise your proxy even though Resolutions 1 to 10 are connected directly or indirectly with the remuneration of the members of the Company's key management personnel.

Voting on Business of the General Meeting

			FOR	FOR	AGAINST	AGAINST	AGAINST	ABSTAIN	ABSTAIN	ABSTAIN
Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Director - Julian Stephens
Resolution	3	Re-election of Director – Stuart Fogarty
Resolution	4	Approval to Issue Shares Pursuant to Placement
Resolution	5	Approval to amend the Employee Incentive Plan
Resolution	6	Issue of Options to Mr Anthony Maslin
Resolution	7	Issue of Options to Mr Seamus Cornelius
Resolution	8	Issue of Options to Dr Julian Stephens
Resolution	9	Issue of Options to Mr Liu Xing Zho
Resolution	10	Issue of Options to Mr Stuart Fogarty u
Resolution	11	Issue of Options to Consultants

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If the chair of the meeting 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 a Resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that the votes cast by the Chair of the meeting for those Resolutions other than as proxy holder will be disregarded because of that interest. The Chair intends to vote any such undirected proxies in favour of all Resolutions. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are 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 %

Please return this Proxy Form to the Company Secretary, Buxton Resources Limited, Suite 1, First Floor 14 – 16 Rowland Street Nedlands or, PO Box 661, Nedlands, WA, 6008 or by fax to 08 9389 1464 by 12:00pm (WST) on Tuesday 26th November 2013 .

Signed this day of 2013.

By:

Individuals and joint holders

Companies (affix common seal if appropriate)

Signature

Director

Signature

Director/Secretary

Signature

Sole Director and Sole Secretary

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