Announcement PDF PO Box 661 Nedlands WA 6009 15 Robinson St Belmont WA 6104 T. 08-9380 6063 E. info@buxtonresources.com.au www.buxtonresources.com.au 6 October 2026 Dear Shareholder BUXTON RESOURCES LIMITED – UPCOMING ANNUAL GENERAL MEETING Buxton Resources Limited (ASX: BUX) (the Company) will hold the Annual General Meeting of its shareholders (Shareholders) at 15 Robinson Avenue, Belmont, Western Australia on 5 November 2026 at 11:00am (WST) (the Meeting). The Notice of Meeting will not be mailed to Shareholders unless there is a relevant hard copy election in place. Instead, it is available for you to view and download from this website link - https://buxtonresources.com.au/announcements The Company strongly encourages all Shareholders to vote by directed proxy if they are not attending the meeting in person. To vote by proxy, please complete and sign the proxy form enclosed with this Notice as soon as possible in accordance with the instructions on the proxy form. If the above arrangements with respect to the Meeting change, shareholders will be updated via the ASX Market Announcements Platform and via the Company’s website at http://buxtonresources.com.au/ The Notice and the accompanying Explanatory Memorandum should be read in its entirety. If a shareholder is in doubt as to how to vote, that shareholder should seek advice from an accountant, solicitor or other professional adviser prior to voting. This announcement is authorised by the Board. Yours sincerely, Sam Wright Company Secretary Buxton Resources Limited BUXTON RESOURCES LIMITED ACN 125 049 550 NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT For the Annual General Meeting of Shareholders to be held on 5 November 2026 at 11:00am (WST) at 15 Robinson Avenue, Belmont, Western Australia, 6104 Shareholders are urged to vote by lodging the Proxy Form. This page has been left blank intentionally. Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement Page 2 TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE Venue The Annual General Meeting of Buxton Resources Limited will be held at: 15 Robinson Avenue Belmont, Western Australia 6104 Commencing at 11:00am (WST) on 5 November 2026 How to Vote You may vote by attending the Meeting in person, by proxy or authorised representative. Voting in Person To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 11:00am (WST). Voting by Proxy To vote by proxy, please complete and sign the Proxy Form as soon as possible and deliver the Proxy Form in accordance with the instructions on the Proxy Form. You may also submit your Proxy Form online in accordance with instructions on the Proxy Form. Your Proxy Form must be received no later than 48 hours before the commencement of the Meeting. Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement Page 3 BUXTON RESOURCES LIMITED ACN 125 049 550 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of the Shareholders of Buxton Resources Limited will be held at 15 Robinson Avenue, Belmont, Western Australia, 6104 on 5 November 2026 at 11:00am (WST) for the purpose of transacting the following business. The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice. AGENDA GENERAL BUSINESS ACCOUNTS AND REPORTS To receive and consider the annual financial report of the Company for the financial year ended 30 June 2026 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass the following resolution as a non-binding resolution: "That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report in the Annual Report of the Company for the financial year ended 30 June 2026." Voting exclusion: A vote in respect of the Resolution must not be cast (in any capacity) by or on behalf of any of the following persons (the "voter"): (a) a member of the key management personnel, details of whose remuneration are included in the remuneration report; or (b) a closely related party of such a member. However, the voter may cast a vote on the Resolution as a proxy if the vote is not cast on behalf of a person described in paragraphs (a) or (b) and either: (c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or (d) the voter is the chair of the meeting and the appointment of the chair as proxy: (i) does not specify the way the proxy is to vote on the Resolution; and (ii) expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the company. Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement Page 4 RESOLUTION 2 – RE-ELECTION OF DIRECTOR – STUART FOGARTY To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That Stuart Fogarty, who retires by rotation in accordance with rule 7.3 of the Constitution of the Company, and being eligible, offers himself for re-election, is hereby re-elected as a director of the Company." RESOLUTION 3 – RATIFICATION OF ISSUE OF SHARES To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That the issue of 32,457,143 Shares to sophisticated and professional investors on 9 July 2026 as a placement under Listing Rule 7.1 is approved and ratified under and for the purposes of Listing Rule 7.4 and for all other purposes, on the terms set out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. RESOLUTION 4 – APPROVAL OF ADDITIONAL 10% CAPACITY To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution: "That, the Company have the additional capacity to issue equity securities provided for in Listing Rule 7.1A." Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of, if at the time the approval is sought the entity is proposing to make an issue of equity securities under Listing Rule 7.1A.2, any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement Page 5 of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. RESOLUTION 5 – APPROVAL TO ISSUE SECURITIES UNDER EMPLOYEE INCENTIVE SCHEME To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That the issue of up to 20,000,000 equity securities under the 'Employee Incentive Plan' for a period of 3 years from the Meeting is approved under and for the purposes of Listing Rule 7.2 Exception 13(b) and for all other purposes, on the terms set out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is eligible to participate in the Employee Incentive Plan or an associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Restriction on proxy voting by key management personnel or closely related parties: A person appointed as proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the key management personnel for the Company; or (ii) a closely related party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (c) the proxy is the chair of the Meeting; and (d) the appointment expressly authorises the chair of the Meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company. Where the chair is the related party the subject of the Resolution or is an associate of the related party, the chair cannot cast undirected proxies in respect of the Resolution. Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement Page 6 VOTING AND PROXIES 1. A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company. 2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides. 3. The chair of the Meeting will vote undirected proxies on, and in favour of, all of the proposed resolutions, including Resolutions 1 and 5. The Proxy Form expressly authorises the chair of the Meeting to exercise the proxy in relation to Resolutions 1 and 5 even though these Resolutions are connected directly or indirectly with the remuneration of a member of key management personnel. Any undirected proxies held by a Director, any member of the key management personnel or any of their closely related parties (who are not the chair) will not be voted on Resolutions 1 and 5. 4. Key management personnel of the Company are the Directors and those other persons having authority and responsibility for planning, directing and controlling of the activities of the Company, directly or indirectly. Closely related parties are defined in the Corporations Act, and include certain family members, dependants and companies controlled by key management personnel. 5. In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have set a record date to determine the identity of those entitled to attend and vote at the Meeting. The date is 3 November 2026 at 4:00pm (WST). 6. If using the Proxy Form, please complete, sign and return it to the Company's share registry in accordance with the instructions on that form. Voting online is available. 7. There is no voting exclusion statement for Resolution 2. By order of the Board Sam Wright Company Secretary Dated: 30 September 2026 Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement Page 7 BUXTON RESOURCES LIMITED ACN 125 049 550 EXPLANATORY STATEMENT This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the Notice. The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions. 1. FINANCIAL STATEMENTS AND REPORTS The business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2026 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report. The Company is not required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at www.buxtonresources.com.au. Shareholders will be offered the following opportunities: (a) discuss the annual financial report for the financial period ended 30 June 2026; (b) ask questions and make comment on the management of the Company; and (c) ask the auditor questions about the conduct of the audit, preparation and content of the auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 2.1 General The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the Remuneration Report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ Report contained in the annual financial report of the Company for the financial year ending 30 June 2026. A reasonable opportunity will be provided for questions about or comments on the Remuneration Report at the Annual General Meeting. Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement Page 8 2.2 Voting Consequences Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a "Spill Resolution") that another general meeting be held within 90 days at which all of the Directors (other than the Managing Director) must go up for re-election. 2.3 Previous voting results At the Company's previous annual general meeting, the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting. 2.4 Proxy restrictions If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on this Resolution (Remuneration Report) by marking either "For", "Against" or "Abstain" on the Proxy Form for this Resolution. If you appoint a member of the key management personnel whose remuneration details are included in the Remuneration Report (who is not the Chairman) or a closely related party of that member as your proxy, and you do not direct that person on how to vote on this Resolution, the proxy cannot exercise your vote and your vote will not be counted in relation to this Resolution. The Chairman intends to vote all undirected proxies in favour of this Resolution. If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on this Resolution, by signing and returning the Proxy Form you are giving express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention. Key management personnel of the Company are the Directors and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company’s key management personnel for the financial year to 30 June 2026. Their closely related parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control. 3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – STUART FOGARTY Rule 7.3 of the Constitution requires that at each annual general meeting, one-third of directors for the time being (rounded down to the nearest whole number) shall retire from office. Additionally, Listing Rule 14.4 provides that a Director must retire from office no later than the longer of the third annual general meeting of the Company or 3 years following that Director's last election or appointment. The retirement rules do not apply to the managing director. Mr Stuart Fogarty was last re-elected as a Director at the 2024 annual general meeting. He retires by rotation in accordance with the Constitution and being eligible, offers himself for re- election as a Director. Mr Fogarty is a Non-Executive Director. Details of the qualifications and experience of Mr Fogarty is set out in the Company's 2026 Annual Report. If the Resolution is passed, Mr Fogarty will be re-elected and continue as a Director. If the Resolution is not passed, Mr Fogarty will not be re-elected and he will cease to be a Director. The Board of the Company, with Mr Fogarty abstaining, recommends the re-election of Stuart Fogarty as a Director. Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement Page 9 4. RESOLUTION 3 – RATIFICATION OF ISSUE OF SHARES 4.1 Background On 9 July 2026 ("Issue Date"), the Company issued 32,457,143 Shares to sophisticated and professional investors as a placement ("Issue") using part of its Listing Rule 7.1 capacity (see ASX announcements of 29 June and 9 July 2026). Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. The Issue does not fit within any of these exceptions and, as it has not yet been approved by the Company's Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the company's capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12 month period following the Issue Date. The Issue did not breach Listing Rule 7.1 at the time it was made. Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, this Resolution seeks Shareholder approval for the Issue under and for the purposes of Listing Rule 7.4. If this Resolution is passed, the Issue will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the Issue Date. If this Resolution is not passed, the Issue will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the Issue Date. 4.2 Listing Rule 7.5 For Shareholders to approve the Issue for the purposes of Listing Rule 7.4, the following information is provided to Shareholders in accordance with Listing Rule 7.5: (a) The Shares were issued to sophisticated and professional investors including in the United Kingdom who are exempt from or outside the disclosure requirements under Chapter 6D of the Corporations Act. SI Capital (UK) acted as Lead Manager to the placement. None of the subscribers is a related party of the Company. (b) The number of securities issued was 32,457,143 Shares. (c) The Shares are fully paid ordinary shares in the Company and rank equally with the Company’s current issued shares. (d) The Shares were issued on 9 July 2026. (e) The Shares were issued at 3.5 cents each. (f) The purpose of the issue of the Shares was to raise funds to apply towards exploration activities across the Company's project portfolio and for general working capital. Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement Page 10 (g) The Shares were not issued under an agreement. (h) A voting exclusion statement applies to this Resolution. 5. RESOLUTION 4 – APPROVAL OF ADDITIONAL 10% CAPACITY 5.1 Background Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. An "eligible entity" means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company has a market capitalisation of approximately $18.66 million as at 17 August 2026 and is an eligible entity. This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval. A special resolution requires approval of 75% of the votes cast by Shareholders entitled to vote on the resolution. If this Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval. If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1. 5.2 Specific information required by Listing Rule 7.3A (i) Period for which approval is valid An approval under Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following: (a) The date that is 12 months after the date of the annual general meeting at which the approval is obtained. (b) The time and date of the Company's next annual general meeting. (c) The time and date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 or Listing Rule 11.2. (ii) Minimum price at which equity securities may be issued Any equity securities issued under Listing Rule 7.1A must be in an existing quoted class of the eligible entity's equity securities and issued for a cash consideration per security which is not less than 75% of the volume weighted average market price for securities in that class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (a) the date on which the price at which the securities are to be issued is agreed by the entity and the recipient of the securities; or (b) if the securities are not issued within 10 Trading Days of the date in paragraph (a), the date on which the securities are issued. Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement Page 11 (iii) Purposes for which funds raised may be used Equity securities can only be issued under Listing Rule 7.1A for a cash consideration. Funds raised by the issue of equity securities under Listing Rule 7.1A may be used for the continued development of the Company's current assets, exploration of the Company’s current assets, the acquisition of new assets or other investments (including expenses associated with such acquisition), and for general working capital. (iv) Risk of economic and voting dilution If this Resolution is approved by Shareholders and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders' voting power in the Company will be diluted. There is a risk that: (a) the market price for the equity securities in that class may be significantly lower on the issue date than on the date of the Shareholder approval under Listing Rule 7.1A; and (b) the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the issue date. The table below shows the potential dilution of existing Shareholders on the basis of 3 different assumed issue prices and values for variable "A" in the formula in Listing Rule 7.1A.2. This includes one example that assumes that "A" is double the number of Shares on issue at the time of the approval under Listing Rule 7.1A and that the price of Shares has fallen by 50%. Number of Shares on Issue (Variable "A" in Listing Rule 7.1A.2) Number of Shares issued under additional 10% capacity Dilution Funds raised based on issue price of 2 cents Funds raised based on issue price of 4 cents Funds raised based on issue price of 8 cents (50% decrease in current issue price) (Current issue price) (100% increase in current issue price) 466,526,084 (Current)* 46,652,608 $933,052 $1,866,104 $3,732,209 699,789,126 (50% increase)* 69,978,913 $1,399,578 $2,799,157 $5,598,313 933,052,168 (100% increase)* 93,305,217 $1,866,104 $3,732,209 $7,464,417 *The number of Shares on issue (variable "A" in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1. The table has been prepared on the following assumptions: 1. The current Shares on issue are the Shares on issue as at 17 August 2026. 2. The issue price set out above is the closing price of the Shares on the ASX on 17 August 2026. 3. The Company issues the maximum number of equity securities available under the additional 10% capacity. Buxton Resources Limited Notice of Annual General Meeting and Explanatory Statement Page 12 4. No Options are exercised into Shares before the date of the issue of the equity securities. (v) Allocation Policy The Company's allocation policy for the issue of equity securities under the additional 10% capacity will depend on the prevailing market conditions at the time of any proposed issue. The identity of the allottees of equity securities will be determined on a case-by- case basis having regard to the factors including but not limited to the following: (a) the methods of raising funds that are available to the Company, including but not limited to, a rights issue or other issue in which existing security holders can participate; (b) the effect of the issue of the equity securities on the control of the Company; (c) the financial situation and solvency of the Company; and (d) advice from corporate, financial and broking advisers (if applicabl