BUXTON RESOURCES LIMITED — Interim / Quarterly Report 2012

Jan 22, 2012

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ABN: 86 125 049 550 ASX Code: BUX, BUXO Frankfurt: 3B4.F Share Price: 0.11 Shares on Issue: 40.1M No of Listed Options: 4.0M Market Cap: 4.41M Cash at Bank: $1.52M

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Contact Details 50 Derby Road, Subiaco WA 6008 PO Box 9028, Subiaco WA 6008 Tel: 08 9380 6063 Fax: 08 9381 4056 Email: info@buxtonresources.com.au www.buxtonresources.com.au

Board Members Seamus Cornelius Chairman Anthony Maslin Managing Director Julian Stephens Non-Executive Director Joint Company Secretaries Sam Wright Jodi Haslinger

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Quarterly Activities Report For the three months ending December 2011

Summary and Highlights for the quarter

Highlights:

• Zanthus Scoping Study commences

• Maiden Inferred JORC Resource at Cohen Deposit of 103.6 Million Tonnes at 26.5% Fe

• Resource represents initial confirmation of potential for the Zanthus Project’s 0.7 – 1.3

• Billion Tonne Exploration Target*

• Premium metallurgical characteristics

confirmed

Events Subsequent to the End of Quarter

• Discussions with potential partners continue

*The potential quality and grade of the Zanthus Exploration Target(s) 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.

Buxton – December 2011 Quarterly Report

20 January 2011

Summary

Zanthus Project

E28/1957, E28/1959 (100% Buxton)

The Zanthus Project is located 230km east of Kalgoorlie, WA (Figure 1).

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Scoping Study Underway

On December 12 2011, Buxton commissioned Runge Ltd to undertake a high level Scoping Study to investigate the potential economic viability of the Zanthus Magnetite Project.

The scope of work includes design of a preliminary optimised pit shell, processing, infrastructure, transport and an initial economic model. The study is expected to be completed in April 2012.

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Buxton – December 2011 Quarterly Report

20 January 2011

Zanthus Maiden Resource Announced

On December 5 2011, Buxton announced a Maiden Inferred JORC Resource for the Cohen Deposit of 103.6 Million Tonnes at 26.5% Fe.

Classification Material	TONNES DENSITY		Fe%
Inferred Transitional Inferred Fresh	7,400,000 3.1 96,200,000 3.2		26.6 26.5
Total	103,600,000	3.2	26.5

Table 1: Cohen Deposit Mineral Resource at a 20% Fe cut-off, December 2011

Cohen is part of Buxton’s 100%-owned Zanthus Magnetite Project. The resource was estimated by independent mining consultants Runge Limited, and is based on the relatively limited extent of drilling at Cohen to date. The strong correlation between the geometry of the deposit and geophysical mapping gives the company a great deal of confidence that the resource at Cohen could be significantly expanded by further drilling along strike and down dip of the current deposit limits.

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Buxton – December 2011 Quarterly Report

20 January 2011

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Figure 1: Cohen Magnetics Map showing drill hole locations and selected results

A total of 3,686m of RC drilling has been completed at the Cohen Prospect over the 2010 and 2011 drill seasons. The main magnetite-bearing horizon averages 40-50m true thickness. It is has been folded into a regional, north-south trending and apparently doubly plunging, synformal structure >2km in length (Figure 2). Drilling results thus show a coherent, wide zone of magnetite mineralisation over a combined strike length of at least 4km at Cohen. Iron mineralisation also remains open at depth on all sections drilled to date.

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Buxton – December 2011 Quarterly Report

20 January 2011

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Figure 2: 3D wireframe model of magnetite mineralisation at Cohen looking NW.

Exploration Targets

On November 3 2011, Buxton announced a global exploration target for the Zanthus Project of 0.7 – 1.3 Billion tonnes @ 22%-32% Fe *. Whilst Cohen appears to represent the obvious starting point due to its proximity to rail and amenability to an open pit, significant upside remains elsewhere on both Zanthus tenements.

*The potential quality and grade of the Zanthus Exploration Target(s) 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.

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Buxton – December 2011 Quarterly Report

20 January 2011

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Figure 3: Aeromagnetic image over the Zanthus Magnetite Project showing the five separate Exploration Target areas.

*The potential quality and grade of the Zanthus Exploration Target(s) 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.

Premium Metallurgical Characteristics Confirmed

On December 8 2011, Buxton announced that the Cohen Deposit Davis Tube Testing confirmed 66.4% average Iron product could be delivered at 150(p80) micron grind size, with very low Silica content. These are amongst the best coarse grind magnetite results in Australia, with coarse grind being a major factor in delivering low capital & operational costs.

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Buxton – December 2011 Quarterly Report

20 January 2011

Table 1: Summary of Davis Tube Results at 150 micron (p80) grind size

Id	Head	Mass	DTR Fe%	**DTR SiO2% **	DTR	DTR P%	DTR LO%
	Grade	Recovery			AI2O3%
	Fe%	%
1	29.0	35.4	67.6	2.6	1.9	0.012	-3.1
2	22.9	19.6	67.2	3.7	1.5	0.015	-3.2
3	27.8	31.1	63.5	7.4	2.3	0.026	-2.7
4	28.6	32.6	67.2	3.4	1.6	0.018	-3.3

Four representative composite samples from the 2011 RC drilling program at the Cohen Deposit were selected for Davis Tube test-work. These results have confirmed and optimised the previous 2010 testwork.

A total of seven different Davis Tube tests were conducted on each sample with p80 grind sizes ranging from 500 microns down to 45 microns. The results demonstrate that a premium quality, high grade iron product can generally be produced at a very coarse grind size of 150 micron (p80). Characteristics of concentrate produced at this grind size include;

• average grade from the four samples of 66.4% Fe

• silica content averaging well under 5%

• other major potential contaminants including alumina and phosphorous are low

Further optimisation work may be required, given three of the four samples showed the potential for a premium saleable product at 150 microns or larger, whilst one sample required grinding to 106 microns. Additionally and very importantly however, a premium, high grade concentrate averaging about 68% Fe and just over 2% silica was able to be produced at a slightly lower grind size of 106 microns for all four samples.

These metallurgical results compare very favourably to virtually all magnetite operations or discoveries in Australia. The coarse grind sizes indicate future capital and operating costs, and in particular energy costs, may be significantly lower than similar operations. When combined with the access to rail infrastructure just 25km away the potential for a relatively low capital and low operating cost operation is clear.

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Buxton – December 2011 Quarterly Report

20 January 2011

Concluding Comments

The Scoping Study currently underway will aim to draw together all the elements of the Zanthus Project to ascertain the potential future viability of the project. Clearly the access to rail and port infrastructure, along with the favourable metallurgy are major advantages, and bode well for the project.

Dempster Project, Fraser Orogen WA

E63/1114, E63/1120 – 1121 (90% Buxton), E63/1351 (100% Buxton)

No field activity was conducted on the Dempster Project during the quarter.

Events Subsequent to the End of Quarter

Interest has been received from several parties in investing in the Zanthus Project. Discussions are continuing, with a field visit planned for late January with at least one interested party.

Corporate

Cash Balance as at 31 December was $1.524

Appendix 1;

2011 Drilling Results

Prospect	Hole Id	From	To	Interval	Fe %
Cohen	ZRC018	56	100	44	26.1
	Including	60	80	20	31.5
	ZRC018	120	144	24	22.4
	Including	136	144	8	29.5
	ZRC019	84	118	34	27.7
	Including	86	106	20	33
	ZRC019	160	194	34	28.6
	Including	164	172	8	34.4
	ZRC019	208	232	24	21.9

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Buxton – December 2011 Quarterly Report

20 January 2011

Marley Hendrix Zappa Joplin Dylan
	ZRC020	32	144	112	32.8
	Including	50	130	80	36.2
	Including	102	130	28	42.2
	ZRC021 142 204 62 26.9 Including 150 164 14 33.1 ZRC024 22 126 104 26.1 Including 72 100 28 30.1 ZRC025 166 212 46 27.3 Including 184 204 20 32.7 ZRC026 58 116 58 22.6
	ZRC027	92	243*	151	28.1
	Including	120	198	78	31.7
	Including	170	198	28	36.5
	ZRC028	72	106	34	23
	ZRC029	54	132	74	29.3
	Including	68	112	44	33.3
	ZRC030	64	138	74	21.2
	ZRC031	60	106	46	21.6
	ZRC032	40	70	30	28.6
	Including	46	56	10	33.7
	ZRC033	20	90	70	21.8
	Including	62	78	16	28.3
	ZRC034	8	96	88	22.2
	Including	58	74	16	28.3
	ZRC038	52	90	38	23
	ZRC047	108	118	10	27.6
	ZRC048	60	68	8	32.7
	ZRC049	102	108	6	22.8
	ZRC053	114	122	8	23.1
	ZRC057	120	139	19	28.4
	ZRC070	86	142	56	30.8
	ZRC060	96	102	6	23.1

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Buxton – December 2011 Quarterly Report

20 January 2011

Drill Collars 2011

Cohen 2011	Easting	Northing	Dip	Azimuth	Depth
ZRC018	583365	6540349	60	270	156
ZRC019	583471	6540348	60	270	246
ZRC020	583588	6540342	60	270	162
ZRC021	583625	6540340	60	270	216
ZRC024	583620	6540791	60	270	144
ZRC025	583675	65400791	60	270	222
ZRC026	583653	6541189	60	270	132
ZRC027	583699	6541190	60	270	243
ZRC028	584003	6541191	60	090	156
ZRC029	583721	6541593	60	270	145
ZRC030	583764	6541593	60	270	204
ZRC031	584055	6541588	60	090	120
ZRC032	583841	6541993	60	270	85
ZRC033	583954	6541994	60	270	96
ZRC034	584039	6542000	60	090	126
Marley
ZRC038	586024	6541850	60	090	144
Hendrix
ZRC047	585673	6533505	90	000	133
ZRC048	585772	6533499	90	000	97
ZRC049	585846	6533500	90	000	157
Zappa
ZRC053	586455	6536351	90	000	157

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Buxton – December 2011 Quarterly Report

20 January 2011

Joplin
ZRC057	585550	6536275	90	000	139
ZRC070	585631	6536305	90	000	151
Dylan
ZRC060	586461	6533403	90	000	132

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

Ph; 08 9380 6063

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Buxton – December 2011 Quarterly Report

20 January 2011

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	Quarter ended (“current quarter”)
86 125 049 550	31 December 2011

Consolidated statement of cash flows

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 GST Pd 1.7 ii NetOperating Cash Flows	Current quarter $A„000	Year to date (6months) $A „000
	- (209) - - (113) - 22 - - (19)	- (883) - - (196) - 64 - - (81)
	(319)	(1096)
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	- - - - - - - - -	- - - - - - - - -

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Buxton – December 2011 Quarterly Report

20 January 2011

	Net investing cash flows 1.13 Total operating and investing cash flows (carried forward)	-	-
		(319)	(1096)

1.13 Total operating and investing cash flows (brought forward)	(319)	(1096)
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	- - - - - -	- - - - - -
	-	-
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	(319) 1,843 -	(1096) 2,620 -
	1,524	1,524

Payments to directors of the entity and associates of the directors

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

Current quarter $A’000 62

1.23 Aggregate amount of payments to the parties included in item 1.2 1.24 Aggregate amount of loans to the parties included in item 1.10 -

• 1.25 Explanation necessary for an understanding of 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

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Buxton – December 2011 Quarterly Report

20 January 2011

Not applicable

• 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

Not applicable

Financing facilities available

Add notes as necessary for an understanding of the position.

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

Estimated cash outflows for next quarter

Estimated cash outflows for next quarter
4.1 Exploration and evaluation 4.2 Development 4.3 Acquisition of interests 4.4 Administration	$A‟000
	100
	-
	-
	100
Total	200

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)	227	296
	1,297	1,547
	-	-
	-	-
Total: cash at end of quarter(item 1.22)	1,524	1,843

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Buxton – December 2011 Quarterly Report

20 January 2011

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
	E28/2201	Registered Applicant	0	100
	E63/1525	Registered Applicant	0	100

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	, 40,118,194	40,118,194
7.5 +Convertible debt securities 7.6 Changes during quarter (a) Increases (b)Decreases	-	-
7.7 Options (description and conversion factor)	4,750,000 4,000,000 4,004,983 3,750,000	- - 4,004,983 -	Exercise Price 20 cents 30 cents 30 cents 35 cents	Expiry Date 30/6/12 30/6/12 31/1/16 31/1/16

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Buxton – December 2011 Quarterly Report

20 January 2011

7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired/lapsed during quarter
	-	-
	-	-
7.11 Debentures (totals only)	-	-
7.12 Unsecured notes (totals only)	-	-

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: Date: 20 January 2012

Company Secretary

Print name: Jodi Haslinger

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Buxton – December 2011 Quarterly Report

20 January 2011

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.

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