BUXTON RESOURCES LIMITED — Interim / Quarterly Report 2011

Apr 27, 2011

Appendix 5B Mining exploration entity quarterly report

Rule 5.3

Appendix 5B

Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001.

Name of entity

BUXTON RESOURCES LIMITED

	ABN 86 125 049 550 Consolidated statement of cash flows		Quarter ended (“current quarter”) 31 March 2011	Quarter ended (“current quarter”) 31 March 2011
			31 March 2011
Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for (a) exploration and evaluation (b) development (c) production (d) administration 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 i Other 1.7 ii Net Operating Cash Flows			Current quarter $A„000	Year to date (9months) $A „000
			- (97) - - (129) - 10 - - -	- (380) - - (345) - 59 - - -
			(216)	(666)
Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other Net investing cash flows 1.13 Total operating and investing cash flows (carried forward)			- - - 70 - - - - -	- - (9) 70 - - - - -
			70	61
			(146)	(605)

Appendix 5B Page 1

Appendix 5B Mining exploration entity quarterly report

1.13 Total operating and investing cash flows (brought forward)	(146)	(605)
Cash flows related to financing activities 1.14 Proceeds from issues of shares, exercise of options, etc. 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other – costs of capital raising Net financing cash flows	1,762 - - - - (119)	1,762 - - - - (119)
	1,643	1,643
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end ofquarter	1,497 1,405 -	1,038 1,864 -
	2,902	2,902

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

1.23 1.24	Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A‟000
		81
		-
1.25	Explanation necessaryfor an understandingof the transactions
	Item 1.23 includes aggregate amounts paid to directors including salary, directors‟ fees, consulting fees and superannuation.

Non-cash financing and investing activities

2.1	Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows
	Not applicable

2.2	Details of outlays made by other entities to establish or increase their share in projects in which the reportingentityhas an interest
	Not applicable

Appendix 5B Page 2

Appendix 5B Mining exploration entity quarterly report

Financing facilities available

Add notes as necessary for an understanding of the position.

		Amount available	Amount used
		$A‟000	$A‟000
3.1	Loan facilities	-	-
3.2	Credit standby arrangements	-	-

Estimated cash outflows for next quarter

4.1 Exploration and evaluation 4.2 Development 4.3 Acquisition of interests 4.4 Administration	$A‟000
	500
	-
	-
	100
Total	600

Reconciliation of cash

Reconciliation of cash
Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.	Current quarter $A‟000	Previous quarter $A‟000
5.1 Cash on hand and at bank 5.2 Deposits at call 5.3 Bank overdraft 5.4 Other (provide details)	1,688	228
	1,214	1,177
	-	-
	-	-
Total: cash at end of quarter(item 1.22)	2,902	1,405

Appendix 5B Page 3

Appendix 5B Mining exploration entity quarterly report

Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased	Tenement reference	Nature of interest (note(2))	Interest at beginning of quarter	Interest at end of quarter
	E20/659 P20/2018 E63/1120	Beneficial Holder Beneficial Holder Beneficial Holder	90 90 90	0 0 0

Appendix 5B Page 4

Appendix 5B Mining exploration entity quarterly report

Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

	Total number	Number quoted	Issue price per security (see note 3)	Amount paid up per security (see note 3)
7.1 Preference +securities 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital,etc.
7.3 +Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Shares released from escrow (c) Decreases through returns of capital,buy-backs	40,050,012	40,050,012
	8,078,184	8,078,184	22 cents	22 cents
7.5 +Convertible debt securities 7.6 Changes during quarter (a) Increases (b)Decreases	-	-
7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired/lapsed during quarter	4,750,000 4,000,000 4,005,001 3,750,000		Exercise price 20 cents 30 cents 30 cents 35 cents	Expiry date 30 June 2012 30 June 2012 31 January 2016 31 January2016
	4,005,001 3,750,000	4,005,001 3,750,000	30 cents 35 cents	31 January 2016 31 January 2016
	-	-
	-	-
7.11 Debentures (totals only)	-	-
7.12 Unsecured notes (totals only)	-	-

Appendix 5B Page 5

Appendix 5B Mining exploration entity quarterly report

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4).

• 2 This statement does give a true and fair view of the matters disclosed.

Sign here:

==> picture [132 x 77] intentionally omitted <==

Date: 27 April 2011

Company Secretary

Print name: Jodi Haslinger

Notes

• 1 The quarterly report provides a basis for informing the market how the entity‟s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

• 2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.

• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities .

• 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

== == == == ==

Appendix 5B Page 6