BUXTON RESOURCES LIMITED — AGM Information 2021

Oct 24, 2021

==> picture [295 x 93] intentionally omitted <==

25 October 2021

Dear Shareholder

BUXTON RESOURCES LIMITED – UPCOMING ANNUAL GENERAL MEETING OF SHAREHOLDERS

Buxton Resources Limited (ASX: BUX) (the Company) will hold the Annual General Meeting of its shareholders (Shareholders) at Suite 1, First Floor 14 - 16 Rowland Street, Subiaco , Western Australia on 25 November 2021 at 3:00 pm (WST) (the Meeting). The Company advises shareholders that the Meeting will be held in compliance with the Australian government’s restrictions on public gatherings.

The WOA Notice of Meeting will not be mailed to Shareholders unless there is a relevant hard copy election in place. Instead, it is available for you to view and download from this website link http://buxtonresources.com.au/investor-centre/asx-announcements.html

Due to the COVID-19 situation, it may not be possible for Shareholders to physically attend the Meeting. As a result, the Company strongly encourages all Shareholders to vote by directed proxy in lieu of attending the meeting in person.

To vote by proxy, please complete and sign the proxy form enclosed with this Notice as soon as possible and either deliver the proxy form by post, by facsimile or by email in accordance with the instructions on the proxy form. You may also submit your proxy form online in accordance with instructions on the proxy form.

If the above arrangements with respect to the Meeting change, shareholders will be updated via the ASX Market Announcements Platform and also via the Company’s website at http://buxtonresources.com.au/

The Notice and the accompanying Explanatory Memorandum should be read in its entirety. If a shareholder is in doubt as to how to vote, that shareholder should seek advice from an accountant, solicitor or other professional adviser prior to voting. The Company appreciates the understanding of shareholders during this time.

This announcement is authorised by the Board.

Yours faithfully, Seamus Cornelius Non-Executive Chairman

PO Box 9028 Subiaco WA 6008 Suite 1, First Floor 14-16 Rowland Street Subiaco WA 6008

Tel: 08-9380 6063 Fax: 08-9381 4056 www.buxtonresources.com.au info@buxtonresources.com.au

BUXTON RESOURCES LIMITED ACN 125 049 550

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

For the Annual General Meeting of Shareholders to be held on 25 November 2021 at 3:00 pm (WST) at Suite 1, First Floor 14 - 16 Rowland Street, Subiaco, Western Australia

Due to the ongoing COVID-19 pandemic and strict limitation on physical attendance, the Company has taken steps to ensure attendance in person is in adherence to COVID-19 protocols. If the situation in relation to COVID-19 changes in a way that affects the Company's ability to facilitate an in-person Meeting as currently proposed, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.

Shareholders are urged to vote by lodging the Proxy Form.

Notice of AGM 2021 (final)

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of Buxton Resources Limited will be held at:

Suite 1, First Floor 14 - 16 Rowland Street Subiaco, Western Australia

Commencing at 3:00 pm (WST) on 25 November 2021

How to Vote

You may vote by attending the Meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at [*] (WST). Given the current COVID-19 pandemic, Shareholders are urged to vote by proxy.

Voting by Proxy

To vote by proxy, please complete and sign the Proxy Form as soon as possible and deliver the Proxy Form in accordance with the instructions on the Proxy Form. You may also submit your Proxy Form online in accordance with instructions on the Proxy Form.

Your Proxy Form must be received no later than 48 hours before the commencement of the Meeting.

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 2

BUXTON RESOURCES LIMITED ACN 125 049 550

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Shareholders of Buxton Resources Limited will be held at Suite 1, First Floor 14 - 16 Rowland Street, Subiaco , Western Australia on 25 November 2021 at 3:00 pm (WST) for the purpose of transacting the following business.

Due to the ongoing COVID-19 pandemic and strict limitation on physical attendance, the Company has taken steps to ensure attendance in person is in adherence to COVID-19 protocols. If the situation in relation to COVID-19 changes in a way that affects the Company's ability to facilitate an in-person Meeting as currently proposed, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.

The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.

AGENDA

GENERAL BUSINESS

ACCOUNTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 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 the following resolution as a non-binding resolution :

" That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report in the Annual Report of the Company for the financial year ended 30 June 2021. "

Voting exclusion :

A vote in respect of the Resolution 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 the Resolution 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 the Resolution; or

• (d) the voter is the chair of the meeting and the appointment of the chair as proxy: (i) does not specify the way the proxy is to vote on the Resolution; and

• (ii) expressly authorises the chair 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 company.

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 3

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – FENG XUE

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

" That Feng Xue, who retires by rotation in accordance with rule 7.3 of the Constitution of the Company, and being eligible, offers himself for re-election, is hereby re-elected as a director of the Company. "

RESOLUTION 3 – APPROVAL OF ADDITIONAL 10% CAPACITY

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

" That, the Company have the additional capacity to issue equity securities provided for in Listing Rule 7.1A. "

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

RESOLUTION 4 – APPROVAL TO ISSUE OPTIONS TO EAMON HANNON

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

" That the issue up to 1,500,000 Options to Eamon Hannon or his nominees is approved under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14 and for all other purposes, on the terms set out in the Explanatory Statement. "

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Plan or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 4

the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Restriction on proxy voting by key management personnel or closely related parties : A person appointed as proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the key management personnel for the Company; 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 chair of the Meeting 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 Company.

Where the chair is the related party the subject of the Resolution or is an associate of the related party, the chair cannot cast undirected proxies in respect of the Resolution.

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 5

VOTING AND PROXIES

1. A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.

2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the chair of 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.

3. The chair of the Meeting will vote undirected proxies on, and in favour of, all of the proposed resolutions, including Resolutions 1 and 4. The Proxy Form expressly authorises the chair of the Meeting to exercise the proxy in relation to Resolutions 1 and 4 even though these Resolutions are connected directly or indirectly with the remuneration of a member of key management personnel. Any undirected proxies held by a Director, any member of the key management personnel or any of their closely related parties (who are not the chair) will not be voted on Resolutions 1 and 4.

4. Key management personnel of the Company are the Directors and those other persons having authority and responsibility for planning, directing and controlling of the activities of the Company, directly or indirectly. Closely related parties are defined in the Corporations Act, and include certain family members, dependants and companies controlled by key management personnel.

5. In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is [*] 2021 at 5.00pm (WST).

6. If using the Proxy Form, please complete, sign and return it to the Company's registered office in accordance with the instructions on that form. Voting online is available.

By order of the Board

==> picture [80 x 61] intentionally omitted <==

Sam Wright Company Secretary

Dated: 11 October 2021

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 6

BUXTON RESOURCES LIMITED ACN 125 049 550

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the Notice.

The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

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 2021 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

The Company is not 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.

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.

Shareholders will be offered the following opportunities:

• (a) discuss the annual financial report for the financial period ended 30 June 2021;

• (b) ask questions and make comment on the management of the Company; and

• (c) ask the auditor questions about the conduct of the audit, preparation and content of the auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1

General

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 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 2021.

A reasonable opportunity will be provided for questions about or comments on the Remuneration Report at the Annual General Meeting.

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 7

2.2 Voting Consequences

Under the Corporations Act, 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.

2.3

Previous voting results

At the Company's previous annual general meeting, the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.

2.4

Proxy restrictions

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

If you appoint a member of the key management personnel whose remuneration details are included in the Remuneration Report (who is not the Chairman) or a closely related party of that member as your proxy, and you do not direct that person on how to vote on this Resolution, the proxy cannot exercise your vote and your vote will not be counted in relation to this Resolution.

The Chairman intends to vote all undirected proxies in favour of this Resolution. If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on this Resolution, by signing and returning the Proxy Form you are giving express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention.

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 2021. Their closely related parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – FENG XUE

Rule 7.3 of the Constitution requires that at each annual general meeting, one-third of directors for the time being (rounded down to the nearest whole number) shall retire from office. Additionally, Listing Rule 14.4 provides that a Director must retire from office no later than the longer of the third annual general meeting of the Company or 3 years following that Director's last election or appointment. The retirement rules do not apply to the managing director.

Mr Feng (Frank) Xue was last re-elected as a Director at the 2018 annual general meeting. Mr Xue retires by rotation in accordance with the Constitution, and being eligible, offers himself for re-election as a Director.

Mr Xue is a Non-Executive Director of the Company. Details of the qualifications and experience of Mr Xue is set out in the Company's 2021 Annual Report.

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 8

4. RESOLUTION 3 – APPROVAL OF ADDITIONAL 10% CAPACITY

4.1

Background

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

An " eligible entity " means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval.

If this Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

4.2 Specific information required by Listing Rule 7.3A

(i) Period for which approval is valid

An approval under Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

• (a) The date that is 12 months after the date of the annual general meeting at which the approval is obtained.

• (b) The time and date of the Company's next annual general meeting.

• (c) The time and date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 or Listing Rule 11.2.

(ii) Minimum price at which equity securities may be issued

Any equity securities issued under Listing Rule 7.1A must be in an existing quoted class of the eligible entity's equity securities and issued for a cash consideration per security which is not less than 75% of the volume weighted average market price for securities in that class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

• (a) the date on which the price at which the securities are to be issued is agreed by the entity and the recipient of the securities; or

• (b) if the securities are not issued within 10 Trading Days of the date in paragraph (a), the date on which the securities are issued.

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 9

(iii) Purposes for which funds raised may be used

Equity securities can only be issued under Listing Rule 7.1A for a cash consideration. Funds raised by the issue of equity securities under Listing Rule 7.1A may be used for the continued development of the Company's current assets, the acquisition of new assets or other investments (including expenses associated with such acquisition), and for general working capital.

(iv) Risk of economic and voting dilution

If this Resolution is approved by Shareholders and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders' voting power in the Company will be diluted.

There is a risk that:

• (a) the market price for the equity securities in that class may be significantly lower on the issue date than on the date of the Shareholder approval under Listing Rule 7.1A; and

• (b) the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the issue date.

The table below shows the potential dilution of existing Shareholders on the basis of 3 different assumed issue prices and values for variable "A" in the formula in Listing Rule 7.1A.2. This includes one example that assumes that "A" is double the number of Shares on issue at the time of the approval under Listing Rule 7.1A and that the price of Shares has fallen by 50%.

Number of Shares on Issue (Variable "A" in Listing Rule 7.1A.2)	Number of Shares issued under additional 10% capacity	Dilution	Dilution	Dilution
		Funds raised based on issue price of 3.35 cents	Funds raised based on issue price of 6.7 cents	Funds raised based on issue price of 13.4 cents
		(50% decrease in current issue price)	(Current issue price)	(100% increase in current issue price
136,055,432 (Current)*	13,605,543	$455,786	$911,571	$1,823,143
204,083,148 (50% increase)*	20,408,315	$683,678	$1,367,357	$2,734,714
272,110,864 (100% increase)*	27,211,086	$911,571	$1,823,143	$3,646,285

*The number of Shares on issue (variable "A" in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table has been prepared on the following assumptions:

1. The current Shares on issue are the Shares on issue as at 1 October 2021.

2. The issue price set out above is the closing price of the Shares on the ASX on 1 October 2021.

3. The Company issues the maximum number of equity securities available under the additional 10% capacity.

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 10

1. No Options are exercised into Shares before the date of the issue of the equity securities.

(v) Allocation Policy

The Company's allocation policy for the issue of equity securities under the additional 10% capacity will depend on the prevailing market conditions at the time of any proposed issue. The identity of the allottees of equity securities will be determined on a case-bycase basis having regard to the factors including but not limited to the following:

• (a) the methods of raising funds that are available to the Company, including but not limited to, a rights issue or other issue in which existing security holders can participate;

• (b) the effect of the issue of the equity securities on the control of the Company;

• (c) the financial situation and solvency of the Company; and

• (d) advice from corporate, financial and broking advisers (if applicable).

The allottees under the additional 10% capacity have not been determined as at the date of this Notice but may include existing substantial shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company and may include new investors who have not previously been Shareholders.

(vi) Equity securities issued under Listing Rule 7.1A.2 in the previous 12 months

The Company has not issued or agreed to issue any equity securities under Listing Rule 7.1A.2 in the 12 months preceding this Meeting.

(vii) Voting Exclusion Statement

A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the equity securities. No existing shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

5. RESOLUTION 4 – APPROVAL TO ISSUE OPTIONS TO EAMON HANNON

5.1 General

The Board consists of Seamus Cornelius (Non-Executive Chairman), Eamon Hannon (Managing Director), Anthony Maslin (Non-Executive Director), Feng Xue (Non-Executive Director) and Stuart Fogarty (Non-Executive Director).

This Resolution seeks Shareholder approval so that the Company may issue Options as an incentive to Eamon Hannon, the Managing Director of the Company.

Shareholder approval is required for the purposes of Chapter 2E of the Corporations Act (section 208) and Chapter 10 of the Listing Rules because Eamon Hannon as a Director is a related party of the Company. Shareholder approval is being sought under Listing Rule 10.14 as the securities are being issued under an employee incentive scheme. Each of Chapter 2E and Listing Rule 10.14 are dealt with separately below.

5.2 Chapter 2E of the Corporations Act - Related Party Transaction

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:

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 11

• (a) the giving of the financial benefit falls within one of the nominated exceptions to the provisions; or

• (b) prior shareholder approval is obtained to the giving of the financial benefit.

For the purposes of Chapter 2E, Eamon Hannon as a Director is a related party of the Company.

The issue of Options to a related party is a financial benefit requiring shareholder approval in the absence of a specified exception applying.

For the purpose of Chapter 2E of the Corporations Act the following information is provided.

• (a) The related party to whom the resolutions would permit the financial benefit to be given

The related party is Eamon Hannon or his nominees.

• (b) The nature of the financial benefit

The nature of the financial benefit is the issue of up to 1,500,000 Options.

The Options have an exercise price of the greater of 16 cents or 150% of the 5-day VWAP of the Company’s Shares up to the date of this AGM and an expiry date of 25 November 2024. The full terms of the Options are set out in Schedule 2.

• (c) Reasons for giving the benefit and Directors' Recommendation

The purpose of the issue of the Options is to incentivise Eamon Hannon to provide ongoing dedicated services and provide remuneration linked to the performance of the Company. The benefit will only be received from the Options upon the Company's Share price exceeding the exercise price of the Options and thereby warranting their exercise.

Under the Company's current circumstances, the Directors consider that the incentive, represented by the issue of these Options, is a cost effective and efficient reward and incentive to be provided to the Director by the Company, as opposed to alternative forms of incentive, such as the payment of cash compensation.

The Directors independent of Eamon Hannon (being the 4 other Directors that are not the subject of this Resolution) consider that the quantity of Options together with the terms of the Options constitutes an appropriate number to adequately incentivise Eamon Hannon in light of his skill and experience and his current remuneration as detailed below.

The Directors independent of Eamon Hannon recommend that Shareholders vote in favour of the Resolution.

Eamon Hannon abstains from making a recommendation as a Director to Shareholders on this Resolution as he has a material personal interest in the outcome as the recipient of the Options.

• (d) Current total remuneration package

The current remuneration received by Eamon Hannon is $180,000 per year plus statutory superannuation for performing the role of Managing Director.

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 12

(e) Existing relevant interests

As at the date of this Notice, Eamon Hannon has a relevant interest in securities of the Company as follows:

	Shares	Options
Eamon Hannon	485,492	1,500,0001

1. The Options have an exercise price of 15 cents and an expiry date of 30 November 2023.

(f) Dilution

The passing of this Resolution would have the effect of issuing Eamon Hannon up to 1,500,000 Options.

If any of the Options are exercised into Shares, the effect will be to dilute the shareholding of existing Shareholders. If all the 1,500,000 Options were exercised into Shares, the effect would be to dilute the shareholding of the existing Shareholders by approximately 1.09% based on the total number of Shares on issue at the date of this Notice of 136,055,432.

(g) Trading history

The following table gives details of the highest, lowest and the latest closing price of the Company's Shares trading on the ASX over the last 12 months.

	Closing Price	Date
Highest Price	15 cents	1 July 2021
Lowest Price	6.2 cents	29, 30, 31 December 2020
Latest Price	6.5 cents	8 October 2021

(h) Valuation of Options

The Company has valued the Options to be issued to Eamon Hannon by reference to the Black & Scholes valuation model.

The following assumptions have been made regarding the inputs required for the model:

	Input	Note
Number of Options	1,500,000
Underlying share spot price	6.7 cents	1
Exercise Price	16 cents	2
Dividend rate	Nil	3
Risk free rate	0.14%	4
Volatility	94%	5
Life of the Options	3 years	6
Service or Vesting Condition	Nil	7

Note 1: The underlying Share spot price used for the purpose of the valuation is based

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 13

on the closing Share price of 6.7 cents on 1 October 2021.

• Note 2: The exercise price is 16 cents.

• Note 3: No dividends are expected to be paid during the life of the Options.

• Note 4: The risk free rate is based on the average yield on 3 year Commonwealth Treasury bonds at 1 October 2021.

• Note 5: The volatility was calculated from the Company's historical trading volatility over the last 12 months and is 94%.

• Note 6: The life of the Options has been assumed to be 3 years expiring on 25 November 2024, the final date for exercise of the Options.

• Note 7: There is no service or vesting condition for the Options.

Based on the above assumptions, the Options have been valued as follows:

	Number and Value of Options
Eamon Hannon	1,500,000 Options – 2.7 cents each ($40,500)

(i) Other information

The Directors do not consider that there are opportunity costs to the Company or benefits foregone by the Company in issuing the Options.

The Directors are not aware of any other information that is reasonably required by Shareholders to allow them to make a decision as to whether it is in the best interests of the Company to pass the Resolution.

5.3 Listing Rule 10.14

The Company is proposing to issue Options to Eamon Hannon, a Director under the Employee Incentive Plan, which is an employee incentive scheme (" Issue ").

Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme:

• (a) Listing Rule 10.14.1 – a director of the listed company;

• (b) Listing Rule 10.14.2 – an associate of a director of the listed company; or

• (c) Listing Rule 10.14.3 – a person whose relationship with the listed company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The Issue falls within Listing Rule 10.14.1 above and therefore requires the approval of the Company's Shareholders under Listing Rule 10.14.

This Resolution seeks the required Shareholder approval to the Issue under and for the purposes of Listing Rule 10.14.

If this Resolution is passed, the Company will be able to proceed with the Issue and Eamon Hannon will be able to be issued the Options under the Employee Incentive Plan.

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 14

If this Resolution is not passed, the Company will not be able to proceed with the Issue and this incentive will not be issued to Eamon Hannon. No other replacement incentive is currently proposed.

5.4 Listing Rule 10.15

For Shareholders to approve the issue of the Options under and for the purposes of Listing Rule 10.14, the following information is provided to Shareholders in accordance with Listing Rule 10.15:

• (a) The securities will be issued to Eamon Hannon or his nominees.

• (b) Eamon Hannon is a Director and is a Listing Rule 10.14.1 party.

• (c) The number of securities the Company will issue is up to 1,500,000 Options.

• (d) The current total remuneration package of Eamon Hannon is set out in Section 5.2(d) above.

• (e) The securities that have previously been issued to Eamon Hannon under the Employee Incentive Plan is 1,500,000 Options (15 cents exercise price and 30 November 2023 expiry date). These securities were issued for nil acquisition price and the average acquisition price is nil.

• (f) The securities to be issued are Options with an exercise price of the greater of 16 cents or 150% of the 5-day VWAP of the Company’s Shares up to the date of this AGM and an expiry date of 25 November 2024. The full terms of the Options are set out in Schedule 2. The Options are being issued under the Employee Incentive Plan as the Directors consider this incentive is a cost effective and efficient reward and incentive and will preserve the cash reserves of the Company as opposed to the payment of cash compensation. The value of the Options with the disclosure of the assumptions is set out in Section 5.2(h) above.

• (g) The securities will be issued no later than 3 years after the date of this Meeting and are intended to be issued within 1 week of the Meeting.

• (h) The Options will be issued for no consideration and there is no issue price.

• (i) The material terms of the Employee Incentive Plan are summarised in Schedule 1.

• (j) No loan will be made to Eamon Hannon in relation to the issue of the Options under the Employee Incentive Plan.

• (k) Details of any securities issued under the Employee Incentive Plan to Listing Rule 10.14 parties will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.

Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Employee Incentive Plan after this Resolution is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 15

BUXTON RESOURCES LIMITED ACN 125 049 550

GLOSSARY

In the Notice and this Explanatory Statement the following expressions have the following meanings:

" Annual General Meeting " or " Meeting " means the meeting convened by this Notice.

" ASX " means the ASX Limited (ACN 008 624 691).

" ASX Listing Rules " or " Listing Rules " means the Listing Rules of the ASX.

" Board " means the Board of Directors of the Company.

" Chair " or " Chairman " means the chairperson of the Company.

" Company " or " BUX " means Buxton Resources Limited (ACN 125 049 550).

" Constitution " means the constitution of the Company.

" Corporations Act " means Corporations Act 2001 (Cth).

" Directors " mean the directors of the Company from time to time.

" Employee Incentive Plan" means the Buxton Employee Incentive Plan, with the terms summarised in Schedule 1.

" equity securities " has the same meaning as in the Listing Rules.

" Explanatory Statement " means this Explanatory Statement.

" Notice " means the notice of meeting that accompanies this Explanatory Statement.

" Option " means an option to subscribe for a Share.

" Performance Rights " means a right to acquire a Share subject to the satisfaction of applicable vesting conditions.

" Resolution " means a resolution referred to in the Notice.

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

" Shareholder " means a registered holder of Shares in the Company.

" Trading Day " has the same meaning as in the Listing Rules.

" WST " means Western Standard Time, Perth, Western Australia.

" A$ " or " $ " means Australian dollars unless otherwise stated.

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 16

SCHEDULE 1

Terms of Employee Incentive Plan

1. Purpose The purpose of the Employee Incentive Plan is to provide an incentive for eligible participants to participate in the future growth of the Company and to offer any of Options, Performance Rights or Shares to assist with reward, retention, motivation and recruitment of eligible participants.

2. Eligible Participants Eligible participants are a full or part-time employee, or a director of the Company or a subsidiary, relevant contractors and casual employees and prospective parties in these capacities ("Eligible Participants").

3. Offers Subject to any necessary Shareholder approval, the Board may offer Options, Performance Rights or Shares to Eligible Participants for nil consideration.

4. Expiry Date The expiry date of any Options or Performance Rights will be determined by the Board.

5. Vesting Conditions An Option or Performance Right may only be exercised after it has and Lapse vested and before its expiry date. The Board may determine the conditions upon the vesting of the Options or Performance Rights at its discretion. By way of example, the Board may impose Share price and/or continuous service vesting hurdles.

• An Option or Performance Right lapses upon various events including a vesting condition not being satisfied, a participant ceasing to be an Eligible Participant (except for certain matters such as death or permanent disablement) and upon misconduct by a participant.

6. Shares issued on Each Option or Performance Right entitles the holder to one fully paid vesting ordinary share on exercise or vesting.

7. Transferability and An Option or Performance Right may not be transferred without the prior quotation written approval of the Board or by force of law. Quotation of the Options or Performance Rights on the ASX will not be sought. However, the Company will apply for official quotation of Shares issued on the exercise of the Options or vesting of the Performance Rights.

8. No voting or The Options or Performance Rights are personal and do not confer any dividend rights entitlement to attend or vote at meetings, any entitlement to dividends or any entitlement to participate in any return of capital unless the Options or Performance Rights are vested and the underlying Shares have been issued.

9. No participation The Options or Performance Rights do not entitle the holder to rights participate in the issue of securities unless the Options or Performance Rights are exercised or vested and Shares have been issued before the record date for determining entitlements.

10. Limitation on Securities to be issued under the Employee Incentive Plan in any 3 year number of period must not exceed 5% of the total number of Shares on issue at the securities time of the relevant offer. Various excluded offers may be disregarded so as to not count for the 5% limit being any offer to a person outside Australia, an offer not requiring disclosure to investors because of

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 17

section 708 of the Corporations Act or an offer made under a disclosure document.

11. Administration of The Employee Incentive Plan will be administered under the directions the Employee of the Board and the Board may determine procedures for the Incentive Plan administration of the Employee Incentive Plan as it considers appropriate.

12. Operation

The operation of the Employee Incentive Plan is subject to the Listing Rules and the Corporations Act.

13. Application of Subdivision 83A-C (deferred inclusion of gain in assessable income) of Subdivision 83A-C the Income Tax Assessment Act 1997 (Cth) applies to the Employee of the Income Tax Incentive Plan and holders of securities issued under the Employee Assessment Act Incentive Plan may agree to a restriction period for the disposal or 1997 (Cth) transfer of the securities including any underlying securities.

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 18

SCHEDULE 2

Terms of Options (Resolution 4)

Options

The terms of the Options are:

1. Each Option entitles the holder to one Share (fully paid ordinary share) upon exercise of the Option.

2. The exercise price of the Options is the greater of 16 cents or 150% of the 5-day VWAP of the Company’s Shares up to the date of this AGM (Exercise Price).

3. The Options are exercisable at any time prior to 5.00 pm WST on 25 November 2024 (Expiry Date).

4. The Options are only transferable with Board approval. The Options are not intended to be quoted.

5. The Company will provide to each Option holder a notice that is to be completed when exercising the Options (Notice of Exercise). Prior to the Expiry Date, the Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the Expiry Date. The Company will process all relevant documents received at the end of every calendar month.

6. Upon the exercise of an Option and receipt of all relevant documents and payment, the holder will be issued a Share ranking equally with the then issued Shares.

7. There will be no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. Thereby, the Optionholder has no rights to a change in the exercise price of the Option or a change to the number of underlying securities over which the Option can be exercised except in the event of a bonus issue. However, the Company will ensure that the Optionholder will be notified of a proposed issue after the issue is announced. This will give an Optionholder the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

8. If there is a bonus issue (Bonus Issue) to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue (Bonus Shares). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.

9. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Optionholder are to be changed in a manner consistent with the Listing Rules.

Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement

Page 19

==> picture [152 x 32] intentionally omitted <==

Buxton Resources Limited ABN 86 125 049 550

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

BUX

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 3:00pm (AWST) on Tuesday, 23 November 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Buxton Resources Limited hereby appoint the Chairman OR of the Meeting

XX

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Buxton Resources Limited to be held at Suite 1, First Floor 14 - 16 Rowland Street, Subiaco WA 6008 on Thursday, 25 November 2021 at 3:00pm (AWST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 4 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 4 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Director – Feng Xue
Resolution	3	Approval of Additional 10% Capacity
Resolution	4	Approval to Issue Options to Eamon Hannon

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary Update your communication details By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically Mobile Number Email Address (Optional) Date / /	/ /

2 8 2 0 3 8 A

B U X