BUXTON RESOURCES LIMITED — Capital/Financing Update 2011

Jan 24, 2011

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25[th] January 2010

Dear Shareholder

NOTICE TO SHAREHOLDERS - NON-RENOUNCEABLE RIGHTS ISSUE

On 10[th] January 2011, Buxton Resources Limited ( Buxton , or the Company ) announced a non-renounceable entitlement issue of 1 Share for every 4 Shares ( Rights Issue ) held by the Shareholders registered at 5.00 pm (WST) on 3 February 2011 at an issue price of 22 cents per Share with a free option for every 2 shares subscribed for to raise $1,762,200.66 (Offer).

The Rights Issue is non-renounceable and is available to all Buxton shareholders registered on the Record Date as detailed in the timetable below.

Based on the capital structure of the Company as at the date of this Prospectus and assuming no Options are exercised prior to the Record Date, a maximum of 8,010,003 Shares will be issued pursuant to this Offer to raise up to approximately $1,762,200.66. If all Shareholders subscribe to the Offer, the total number of Shares on issue at the completion of the Offer will be 40,050,012.

The capital raised will be used to fund further exploration of the Zanthus Project and for working capital.

The proposed timetable for the Rights Issue is as follows:

Lodgement of Prospectus with the ASIC	Monday, 24/01/11
Lodgement of Prospectus and Appendix 3B with ASX	Monday, 24/01/11
Notice sent to Optionholders	Thursday, 25/01/11
Notice sent to Shareholders	Thursday, 25/01/11
Ex date	Friday, 28/01/11
Record Date for determining Entitlements	5.00 pm (WST) on Thursday, 03/02/11
Prospectus despatched to Shareholders	Wednesday, 09/02/11
Closing Date*	5.00 pm (WST) on Wednesday, 23/02/11
Shares quoted on a deferred settlement basis	Thursday, 24/02/11
ASX notified of under subscriptions	Monday, 28/02/11
Despatch of holding statements	Thursday, 03/03/11
Date of quotation of Shares issued under the Offer*	Friday, 04/03/11

• The Directors may extend the Closing Date by giving at least 6 Business Days notice to ASX prior to the Closing Date. For this reason the date on which the Securities are expected to commence trading on ASX may vary.

Full details of the Right Issue are contained in the Prospectus which has been lodged with the ASX and is available at their website www.asx.com.au. The offer document can also be found on the Company’s website, www.buxtonresources.com.au

Yours faithfully

Sam Wright Director & Company Secretary