BUXTON RESOURCES LIMITED — Share Issue/Capital Change 2011

Jan 23, 2011

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21 January 2011

The Manager Company Announcements Australian Stock Exchange Limited Via Electronic Lodgement

Dear Sir/Madam

APPOINTMENT OF CORPORATE ADVISOR

Buxton Resources Limited (ASX: BUX) is pleased to announce that Dongarra Limited has been engaged to provide advice and support to Buxton in Asia. They will be assisting the company to identify and engage with potential investors and end users/traders of the companies mined products. They will focus their efforts on Hong Kong, Japan, China and Korea.

Dongarra Limited has been issued with 2,000,000 unlisted options with an exercise price of 35c and an expiry date of 31/01/2016. The Company has issued a further 1,750,000 options on the same terms to other promoters and consultants to the Company.

Yours sincerely,

Sam Wright Director & Company Secretary

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

BUXTON RESOURCES LIMITED

ABN

86 125 049 550

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Unlisted Options
	3,750,000
	Expiry date 31/01/2016 Exercise price 35 cents

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class No – new stream of option of quoted[+] securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Nil 6 Purpose of the issue (If issued as consideration for the Issued in accordance with the corporate acquisition of assets, clearly advisory mandate. identify those assets) 7 Dates of entering +securities 21 January 2011 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all +securities quoted on ASX 32,040,010 Ordinary Shares ( including the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all +securities not quoted on ASX 4,750,000 June 2012 ‐ $0.20 ( including the securities in options clause 2 if applicable) 4,000,000 June 2012 ‐ $0.30 options 3,750,000 January 2016 ‐ $0.35 options

• 10 Dividend policy (in the case of a The company does not propose to pay a trust, distribution policy) on the dividend increased capital (interests)

Part 2 - DELETED NOT APPLICABLE

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a)[Securities described in Part 1 ]

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

• 37 A copy of any trust deed for the additional[+] securities

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

21 January 2011

Sign here: ..........................................................Date: ..................................... (Director & Company Secretary)

Sam Wright

Print name: .........................................................

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• See chapter 19 for defined terms.

Appendix 3B Page 4

24/10/2005

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21 January 2011

The Manager Company Announcements Australian Stock Exchange Limited Via Electronic Lodgement

Dear Sir/Madam

BUXTON RESOURCES LIMITED (ASX: BUX) - SECONDARY TRADING NOTICE PURSUANT TO SECTION 708A(5)(e) OF THE CORPORATIONS ACT 2001

The Company gives this notice pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) (“ Act ”).

The Company has issued 3,750,000 unlisted options (“ Options ”) in the capital of the Company as per the Appendix 3B lodged with the ASX today.

The Company advises that the Options were issued without disclosure to investors under Part 6D.2 of the Act. The Company, as at the date of this notice, has complied with:

• (a) the provisions of Chapter 2M of the Act as they apply to the Company; and

• (b) section 674 of the Act.

As at the date of this notice there is no information that is excluded information for the purposes of sections 708A(7) and (8) of the Act.

Yours sincerely,

Sam Wright Director & Company Secretary