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1 ASX ANNOUNCEMENT 31 October 2012 Quarterly Activities Report September 2012 Drilling at Nabarlek North continues to identify strong mineral alteration and anomalous uranium. Ground based exploration commenced at Pandanus West following completion of detailed airborne radiometric survey. Highly prospective tenement located close to Challenger gold mine granted to UXA. Revenue up 19% for GAA Wireline year on year SUMMARY UXA s second phase drilling at Nabarlek North returned elevated uranium values along with strong sericitic, chloritic and hematitic alteration from 5 of 11 holes drilled at Target Area 1. Anomalous uranium values were confirmed by elevated hand held scintillometer counts and down hole gamma logging. Drill chip samples have been submitted for chemical assay and the gamma data is currently being evaluated. Following completion of three diamond drill holes on UXA s JV ground in South Australia, Straits Resources has elected to demerge 4 tenements from the joint venture and focus its exploration on the most prospective tenements targeting iron oxide copper gold (IOCG) deposits including Winjabbie (EL4764), Glenside (EL4700) and Oak Dam (EL4800). Two of these tenements are proven to host mineralisation. The Commonwealth Hill tenement (EL4971) was granted to UXA 9 August 2012 for a period of 2 years. The tenement is prospective for Archaean lode gold deposits, similar to the Challenger gold mine which lies 10km to the south. At Commonwealth Hill, the Nemesis gold prospect comprises a one kilometre linear gold in calcrete anomaly which has been inadequately tested by historical widely spaced shallow RAB drilling. The region is also prospective for sandstonehosted uranium in the Garford palaeochannel which transects the northern part of the tenement. GAA Wireline continues the trend of increasing revenues year on year with Q1 revenues exceeding 2011 levels by 19% (unaudited). 43a Fullarton Road Kent Town SA 5067 Australia T: F: E: info@uxa.com.au W:

2 Figure 1. UXA Exploration Project Location Map EXPLORATION Northern Territory Nabarlek North Drilling Program UXA, in conjunction with joint venture partner RIL Australia Pty Ltd ( RILA ), recently completed a second phase of RC drilling at Nabarlek North totalling 1740m over 21 holes. The program focussed on three target areas for high value unconformity style uranium mineralisation, including further drilling in an area which lies only 280 metres immediately

3 north of a recent high grade mineralisation discovery (U40 prospect) which reported uranium intercepts up to 6.71% U 3 O 8 1. During the 2011 field season, UXA conducted a first phase RC percussion drilling program along three lines in the south east corner (Target Area 1) of the Nabarlek North tenement (Fig. 2) targeting the potential strike length extension of the U40 uranium prospect. This drilling returned strongly anomalous results from gamma logging in 5 of the holes up to 460ppm U 3 O 8. During the 2012 field season, elevated uranium values along with strong sericitic, chloritic and hematitic alteration returned from 5 of the 11 holes were confirmed by elevated hand held scintillometer counts and down hole gamma logging. Drill chip samples have been submitted for chemical assay and the gamma data is currently being evaluated. Drilling at Target Area 2 returned traces of alteration and sulphide with abundant milky quartz veining. Two drill holes at Target Area 3 intersected a significant fault zone comprising quartz breccia and hematitic alteration, typical of thrust fault structures which host unconformity related uranium deposits within the Alligator Rivers Region. Drill chip samples from all 3 target areas are currently being prepared for geochemical analyses UXA and RILA have elected to relinquish the Nabarlek West licences (EL4564 and 28245) from the project due to their inaccessibility. Nabarlek North (EL24868) which is being retained covers 191km² and is highly prospective for unconformity style uranium deposits and shares similar geological features with the former high grade Nabarlek open cut mine (located 7km south) and the operating Ranger uranium mine in the Northern Territory. The Nabarlek licences form part of UXA s joint venture with RILA, a subsidiary of Reliance Industries Limited, a Fortune Global 500 company and India s largest company by market value. RILA holds 49% interest in the licences and is contributing 49% of exploration funding. 1 UEL ASX Release 16 December 2010

4 Figure 2, 2012 drill targets at Nabarlek North Pandanus West The first phase of onground exploration was commenced during the quarter. Field mapping indicated weak U2/Th anomalies identified by the airborne radiometric survey to be uranium associated with Tertiary and Cretaceous cover units. The occurrence of Westmoreland Conglomerate has been positively identified in the field and can be shown to span the entire length of the exploration licence at its southern boundary. Several field rock samples are currently being petrologically evaluated and following review of their results, UXA will commence its focus on target generation. The Pandanus West area is situated in the Murphy uranium province in the Northern Territory and is prospective for world class Westmorland or unconformity style uranium deposits. The Westmorland uranium deposit in Queensland contains a NI indicated and inferred resource totalling 51.9 million pounds of U3O8.

5 New South Wales Mundi PlainsJunction Dam Option Agreement. Plans for exploration at Polygonum Mammoth Prospects The Polygonum Mammoth CuAu and PbZnAg prospects are part of UXA s Mundi Plains Junction Dam Option Agreement with Teck Australia Pty Ltd ( Teck ). This highly prospective zone was identified through historical drilling by a number of companies (including past explorers CRA and Inco), yet no drilling has been conducted in the area in the past decade. The prospects lie along a well known mineralised horizon, the Bimba Formation, which in South Australia includes the Portia (Au) and Kalkaroo (Cu, Au) deposits successfully explored by Havilah Resources NL in recent years. This highly prospective zone stretches for over 50km in strike length through the Junction Dam and Mundi Plains tenements and the historical drilling includes some significant intersections in CuAu and PbZnAg mineralisation (Fig. 3). A new exploration program has been prepared to follow up the previous mineralised drill intersections targeting stratabound PbZnAg mineralisation in the Bimba horizon and the overlying garnet rich metasediments, believed to be the lateral extension of the Broken Hill ore horizon. The review of data has highlighted the possibility that the PolygonumMammoth area is part of third order basin. Third order basins are recognised as important subbasins for hosting stratabound PbZnAg deposits around the world. UXA is currently seeking quotations from geophysical contractors to complete a detailed airborne magnetic survey designed to delineate the Bimba Horizon and structural architecture of the area in detail.

6 Figure 3. MammothPolygonum area, Bimba horizon and structures over magnetics The joint venture parties have agreed not to renew EL7625 and EL7627 and will focus exploration on the Bimba horizon. South Australia Stuart Shelf Straits Joint Venture The Stuart Shelf Joint Venture is between UXA and Straits Resources Limited ( Straits earning a 70% interest). The joint venture initially included 9 tenements for a total of 3,300km 2 in the highly prospective Olympic DamProminent Hill area prospective for world class CuAu (U) deposits (Fig. 4). During the quarter Straits has elected to drop 5 tenements from the joint venture and focus its exploration on the most prospective tenements targeting iron oxide copper gold (IOCG) deposits including Winjabbie (EL4764), Glenside (EL4700) and Oak Dam (EL4800) tenements of which two of these tenements are proven to host mineralisation.

7 Figure 4. Stuart Shelf IOCG JV Project, tenements and drill targets Commonwealth Hill UXA 100% The Commonwealth Hill tenement (EL4971) was awarded to UXA 9 August 2012 for a period of 2 years. It lies in the Green Zone of the Woomera Prohibited Area (WPA) and is prospective for Archaean lode gold deposits, similar to the Challenger gold mine 10km to the south, and for sandstonehosted uranium in the Garford palaeochannel which transects the northern part of the tenement. Previous exploration at the Nemesis gold prospect, revealed a one kilometre long linear gold in calcrete anomaly which has been inadequately tested by historical widely spaced shallow RAB drilling. UXA currently holds a native title mining agreement with the Antakirinja traditional owners and will commence exploration once access negotiations have been completed with the Defence Department. Under the revised terms for exploration in the WPA, Green Zone tenement holders will have 309 days annual access to their tenements for exploration.

8 BOREHOLE LOGGING BUSINESS GAA Wireline (GAA) GAA continues the trend from last quarter with a significant turnaround in revenues year on year. Q revenues were up 19% on the same period last year. During the quarter GAA Wireline has been working on long term logging contracts in Australia and the United States of America in the following diverse industries: Iron ore in South Australia and New South Wales Coal in Queensland Uranium in South Australia, Western Australia and the USA Base metals in South Australia The new US logging truck was delivered during the quarter and is working at a project in Wyoming. GAA has partially funded this acquisition via competitive US bank finance in Texas. CORPORATE During the quarter there were 158 million ordinary shares issued from the conversion of convertible notes by La Jolla Cove Investors Inc. 3,075,000 unlisted options expired during the quarter. On 1 October 2012 the shares of UXA were suspended as a result of not lodging its full year financial statements ended 30 June by the due date. To end the suspension there are several outstanding items requiring resolution including agreement with convertible note holders and certainty on several capital raising initiatives. The Company is undertaking a number of capital raising initiatives, including the sale of assets to fund working capital and reduce or eliminate entirely the company s debt. UXA has been approached to consider selling certain assets and is currently considering the sale of all or part of the GAA Wireline contracting business and certain exploration tenements. The Company expects it will take 12 months to finalise the planned capital raising and asset sale activities and submit its annual financial statements to the ASX, as required for the resumption of trading. Given that discussions with potential investors are incomplete and are commercial inconfidence UXA is unable to provide the market with more details at this time. The Company will be releasing updates and announcements as additional information becomes available.

9 Forward Looking Statements The information in this report includes statements containing forecasts and forward looking information. Although UXA believes that the statements, estimations, projections, beliefs and opinions reflected in such forward looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results and outcomes will be consistent with these forward looking statements. JORC Compliance Statements Technical Information in this report (except the report on the Stuart Shelf JV mentioned below) is based on information compiled by Mr Simon Powell who is employed by UXA Resources Limited and who is a member of The Australasian Institute of Mining and Metallurgy. Mr Powell has sufficient exploration experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking 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 ( JORC 2004 ). Mr Powell consents to the inclusion in this release of the matters based on his information in the form and context in which it appears.

10 Appendix 5B Mining exploration entity quarterly report Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10. Name of entity UXA RESOURCES LTD ABN Quarter ended ( current quarter ) SEPTEMBER 2012 Consolidated statement of cash flows Cash flows related to operating activities 1.1 Receipts from product sales and related debtors Current quarter $A 000 Year to date 3 months $A Payments for (a) exploration & evaluation (b) development (c) production (d) administration 1.3 Dividends received 1.4 Interest and other items of a similar nature (240) (503) (240) (503) 6 6 received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other (provide details if material) Net Operating Cash Flows (445) (445) Cash flows related to investing activities 1.8 Payment for purchases of: (a) equity investments (b) 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 (Joint Venture funding) Net investing cash flows 1.13 Total operating and investing cash flows (carried forward) (445) (445)

11 1.13 Total operating and investing cash flows (brought forward) (445) (445) Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings Dividends paid 1.18 Other (share issue expenses) Net financing cash flows Net increase (decrease) in cash held (202) (202) 1.20 Cash at beginning of quarter/year to date Exchange rate adjustments to item Cash at end of quarter 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 $A' Aggregate amount of payments to the parties included in item Aggregate amount of loans to the parties included in item Explanation necessary for an understanding of the transactions NonExecutive Directors Fees, NonExecutive Directors Termination Benefits and Managing Director s remuneration Noncash financing and investing activities 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows N/A 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest ($A,000) Expenditure by Straits on the Straits / UXA joint venture was $76.

12 Financing facilities available 3.1 Loan facilities (senior & other debt) Convertible note facilities Securities Purchase Agreement to advance up to $7,000 over 24 months (see announcements 13 Apr 2012 & 15 Oct 2012) Amount available $A 000 1,044 3,000 Up to 7,000 Amount used $A 000 1,044 3, Credit standby arrangements Estimated cash outflows for next quarter $A Exploration and evaluation Development 4.3 Production 4.4 Administration Total 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 Cash on hand and at bank Deposits at call 5.3 Bank overdraft Other (Term Deposit) Total: cash at end of quarter (item 1.22) Changes in interests in mining tenements , Interests in mining tenements relinquished, reduced or lapsed Tenement reference EL3866 E04/2018 Nature of interest (note (2)) Lapsed 29 July 2012 Relinquished 5 July 2012 Interest at beginning of quarter 100% 100% Interest at end of quarter 0% 0%

13 Interests in mining tenements acquired or increased EL4971 Granted 9 August % 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. 7.1 Preference + securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buybacks, redemptions Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buybacks Convertible debt securities (description) Total number Number quoted Issue price per security (see note 3) (cents) Amount paid up per security (see note 3) (cents) 823,444, ,444, ,641, ,641, cents cents 1) Unsecured convertible note $1.5 million 2) Unsecured convertible note $500,000 1) $1.5 million 2) $500,000 1) $1.5 million 2) $500, Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted 1) $0.334 million converted to ordinary shares 1) $0.334 million 1) $0.334 million

14 7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired during quarter 7.11 Debentures (totals only) 7.12 Unsecured notes (totals only) 9,500,000 2,070,000 1,350,000 3,075,000 5,000,000 Exercise price 20 cents 20 cents 20 cents 4 cents cents Expiry date 4 Dec Feb June October April , cents 19 Feb 2013 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 /does not* (delete one) give a true and fair view of the matters disclosed. Sign here:... Date: 31 October 2012 Company secretary Print name: Graham Seppelt 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

15 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 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.