BUXTON RESOURCES LIMITED — Major Shareholding Notification 2007

Oct 23, 2007

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme

ACN/ARSN

BUXTON RESOURCES LIMITED

125 049 550

1. Details of substantial holder (1) Name ACN / ARSN (if applicable)

Ron Smit

The holder became a substantial holder on

23 / 10 / 07 .

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class ofsecurities (4)	Numberofsecurities	Persons’ votes (5)	Voting power(6)
ORD	3,195,000	3,195,000	9.97%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holderof relevantinterest	Nature of relevantinterest (7)	Class andnumberofsecurities
R Smit	Pursuant to a purchaseagreement – DempsterProject1	2,000,000
RSmit	Subscription	185,000
J Smit	Subscription	1,010,000

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder ofsecurities	Person entitled to beregistered asholder(8)	Class and number ofsecurities
R Smit	R Smit	R Smit	2,185,000
J Smit	J Smit	J Smit	1,010,000

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number ofsecurities
		Cash	Non-cash
R Smit	15 May2007		Per Sec. 3 -1	2,000,000
RSmit	15May2007	$14,000		175,000
RSmit	18 Sept2007	$2,000		10,000
J Smit	15May2007	$500		1,000,000
J Smit	18 Sept2007	$2,000		10,000

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN(if applicable)	Nature of association
J Smit	Related Party

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
RSmit & J Smit	44 Leake St,North Perth

Signature

print name Ron Smit capacity Director sign here date 23 / 10 / 07

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of “associate” in section 9 of the Corporations Act 2001.

• (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations A.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

• (8)

• (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.