BUXTON RESOURCES LIMITED — Interim / Quarterly Report 2013

Oct 21, 2012

Quarterly Activities Report

For the three months ending September 2012

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ABN: 86 125 049 550 ASX Code: BUX, BUXO Frankfurt: 3B4.F Shares on Issue: 46.1M No of listed options: 4.0M Board Members Seamus Cornelius Chairman Anthony Maslin Managing Director Julian Stephens Non-Executive Director Liu Xing Zhou Non-Executive Director

Joint Company Secretaries Sam Wright Jodi Haslinger Website www.buxtonresources.com.au

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Summary & Highlights for the Quarter

Highlights:

• Widowmaker Ni-Cu Project tenement granted - located 22km along strike from Sirius Resources’ Nova discovery

• Historical regional calcrete sampling identifies areas of Ni-Cu-Co-PGE anomalism at Widowmaker

• Airborne VTEM survey commissioned for Widowmaker Ni-Cu and Yalbra Graphite Projects

• Buxton raises $2.1M through transaction with NBH Group

Events subsequent to the quarter:

• Airborne VTEM survey completed at Yalbra

• Airborne VTEM survey commencement at Widowmaker imminent

Buxton– September 2012 Quarterly Report

22 October 2012

WIDOWMAKER PROJECT

E28/2201 (100% Buxton)

During the quarter, Buxton Resources Limited (“Buxton” or “the Company”) (ASX: BUX & BUXO) reported that the Widowmaker exploration licence E28/2201 was granted. Widowmaker is located approximately 22 kilometres along strike from Sirius Resources’ (ASX: SIR) Nova Ni-Cu sulphide discovery in the emerging Fraser Range Nickel Province, Western Australia (Figure 1). The Widowmaker Project covers an area of 225 square kilometres, and represents over 20 kilometres of strike of the prospective mafic – ultramafic sequence in which Nova is hosted.

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Figure 1: Buxton’s Widowmaker Project highlighting historical nickel calcrete sampling and location - 22km along strike from Sirius Resources’ Nova Discovery

During the period 1997-2001 Geographe Resources conducted a detailed aeromagnetic survey, and a broad 1km x 1km regional calcrete sampling program over the current Widowmaker Project area. The airborne magnetic data indicates that the broad mafic-ultramafic lithological package that hosts the Nova discovery likely extends north-eastwards into Buxton’s Widowmaker Project. Calcrete sampling highlighted areas of Ni±Cu±Co ±PGE anomalism (Figure 1, 2, 3).

The peak nickel value is 138ppm with multiple samples averaging over 40ppm Ni, as well as coincident Cu and Co peak values of 45ppm and 89ppm respectively, combined with Pt+Pd of 6ppb. These values are considered highly anomalous for sampling at this spacing in the Fraser Range Nickel Province.

Buxton Resources Ltd Suite 1, First Floor, 14 – 16 Rowland St Subiaco WA 6008

Ph: 08 9380 6063 Fax: 08 9381 4056

Buxton– September 2012 Quarterly Report

22 October 2012

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Figure 2: Historical regional copper calcrete sampling

Anomalous cobalt, of higher tenor than that in the original GSWA regional sampling that identified the GSWA target (subsequently to become “the Eye” and then “Nova”), has been also identified in the historical calcrete samples (Figure 3). Given the coincidence of cobalt and nickel in the calcrete at Nova, this association is encouraging for the Widowmaker Project.

Buxton Resources Ltd Suite 1, First Floor, 14 – 16 Rowland St Subiaco WA 6008

Ph: 08 9380 6063 Fax: 08 9381 4056

Buxton– September 2012 Quarterly Report

22 October 2012

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Figure 3: Historical regional cobalt calcrete sampling

NBH GROUP

Buxton Resources Ltd (Buxton) is pleased to announce the establishment of a strategic relationship with National Business Holdings (VU) (NBH), a private company and member of the National Business Holdings Group of Companies (NBH Group).

Key elements of the deal are as follows:

PLACEMENT

Buxton will immediately issue 5,017,728 ordinary shares to NBH at a price of $0.25c per share, raising $1,254,432 using the company’s 15% capacity. Subject to shareholder approval, Buxton will issue a further 1,150,000 ordinary shares at 25c per share, raising $287,500, for a total of $1,541,932.The issued shares will be voluntarily escrowed for a period of 6 months post the date of this agreement.

Buxton is very pleased to have attracted this level of investment from NBH, as it demonstrates confidence in Buxton's range of emerging projects. The Company is now well funded to pursue its exploration objectives and has NBH to assist it in securing further investment.

Buxton Resources Ltd Suite 1, First Floor, 14 – 16 Rowland St Subiaco WA 6008

Ph: 08 9380 6063 Fax: 08 9381 4056

Buxton– September 2012 Quarterly Report

22 October 2012

EXCLUSIVITY AGREEMENT

Buxton has entered into an exclusive marketing agreement with NBH for the Zanthus Magnetite Project, whereby Buxton grants NBH the exclusive right to market (and invest in) the project to potential purchasers or partners over the next 15 months. The agreement covers the iron ore minerals within the tenements E28/1959 and E28/2201.

In return, NBH has agreed to pay Buxton a non-refundable license fee of $600,000. The first tranche of $400,000 is payable immediately, with the balance of $200,000 payable upon the completion of the second tranche of the share placement.

DIRECTOR REPORT

Buxton welcomes Mr Liu (Leo) Xing Zhou who joins the board of Buxton as a Non-Executive Director. Mr Liu joins on the same terms and conditions as other Buxton Non-Executive Directors. Mr Liu has significant experience in senior financial positions with both businesses in China and multinational companies based in Hong Kong and the United States. He holds an MBA from University of Chicago and CPA qualifications.

USE OF FUNDS

The funds raised will be used to expedite the exploration programs already planned for the Widowmaker Nickel Copper Project and the Yalbra Graphite Project.

The Widowmaker Project is located 22 kilometres along strike from Sirius Resources Nova Nickel Discovery. Yalbra Graphite Project is a highly prospective graphite prospect located in Western Australia’s Gascoyne Region.

EVENTS SUBSEQUENT TO THE QUARTER

HeliVTEM SURVEYS

The commencement of the Widowmaker airborne HeliVTEM-MAX survey is imminent. It will cover 165 square kilometres at 150m line spacing (Figure 4). The VTEM-MAX survey has a larger diameter transmitter loop compared to a standard VTEM transmitter allowing for deeper penetration. The survey area is focused on the interpreted prospective mafic – ultramafic sequence that hosts the Nova Ni-Cu discovery and strikes in a northeast direction into Buxton’s Widowmaker tenement. The survey area is also coincident with significant historical nickel, copper and cobalt geochemistry anomalies. If conductivity anomalies indicating potential sulphide bodies are encountered, additional infill lines will be considered.

Buxton Resources Ltd Suite 1, First Floor, 14 – 16 Rowland St Subiaco WA 6008

Ph: 08 9380 6063 Fax: 08 9381 4056

Buxton– September 2012 Quarterly Report

22 October 2012

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Figure 4: HeliVTEM-MAX survey outlined in white

YALBRA PROJECT E09/1985 (85% Buxton)

The Yalbra tenement E09/1985 is in the application stage and covers an area of approximately 37 square kilometres. The Heli-borne VTEM survey commenced October 16, covered the entire tenement. It was flown at 100m spacing (Figure 5). The close proximity of the flight lines provided high quality mapping of the highly conductive graphitic horizons.

Buxton Resources Ltd Suite 1, First Floor, 14 – 16 Rowland St Subiaco WA 6008

Ph: 08 9380 6063 Fax: 08 9381 4056

Buxton– September 2012 Quarterly Report

22 October 2012

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Figure 5: Yalbra Graphite Tenement to be flown at 100m spacing

*The potential quality and grade of the Yalbra Exploration Target is conceptual in nature. There has been insufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource

ABOUT BUXTON

Buxton is a Western Australian based company with offices in Perth and Hong Kong. Buxton has 46,135,922 shares on issue and $2,505,414.77 in cash, making it highly leveraged to exploration success.

Competent Person: The information in this report that relates to geology, exploration results and exploration targets is based on information compiled and/or reviewed by Dr Julian Stephens, Member of the Australian Institute of Geoscientists and Non-Executive Director for Buxton Resources Limited. Dr Stephens has sufficient experience which is relevant to the activity being undertaken to qualify as a “Competent Person”, as defined in the 2004 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves and consents to the inclusion in this report of the matters reviewed by him in the form and context in which they appear.

For further information regarding Buxton Resources Limited please contact:

Anthony Maslin Jodi Haslinger Managing Director Joint Company Secretary amaslin@buxtonresources.com.au jodi@buxtonresources.com.au

Buxton Resources Ltd Suite 1, First Floor, 14 – 16 Rowland St Subiaco WA 6008

Ph: 08 9380 6063 Fax: 08 9381 4056