20 Oborn Road Mount Barker SA 5251 Australia T: +61 8 8363 7970 F: +61 8 8363 7963 E: info@uxa.com.au W: www.uxa.com.au

ASX ANNOUNCEMENT 30 April 2013

Quarterly Activities Report – March 2013

• UXA continuing its restructure to reduce debt and re-focus on its core strategy of exploration discovery and resource development.

• Capital Strategies of Adelaide in final stages of completing

the sale of GAA Wireline’s Australian business including Prompt Fission Neutron technology.

• Sale of US logging business finalised netting UXA

US$350,000

• At Nabarlek North Uranium Project, drillhole 12NN12 intersected 0.46% Cu, 0.01g/t Au and 45ppm U3O8 over 2m interval interpreted to be the same hosting structure which returned 460ppm U3O8 over 1.3m in drill hole 11NNRC04a.

• Access negotiations successfully completed with

Commonwealth Department of Defence in preparation to explore UXA’s 100% owned and drill ready Nemesis gold project.

SUMMARY

UXA is progressing to divest its wireline operating companies and non-core exploration assets,

to effectively re-capitalise the company and re-focus on its core strategy of exploration

discovery and resource development within the company’s flagship projects.

At Nabarlek North, drilling of a structure closest to the dolerite contact returned elevated

anomalous uranium in the region of 460ppm U3O8 over 1.3m in drill hole 11NNRC04a (drill

hole completed in 2011) and 0.46% Cu, 0.01g/t Au and 45ppm U3O8 over 2m in drill hole

12NN12. Both of these intercepts are interpreted to belong to the one easterly dipping fault

structure. Additional anomalous gold values between 0.01g/t to 0.03g/t over 1m intervals

were returned from drill holes 12NN10, 12NN11, 12NN18 and 12NN20

Capital Strategies is undertaking advanced negotiations with several parties for the purchase

of its GAA Wireline logging company and Prompt Fission Neutron technology.

The sale of UXA’s US logging business was finalised 18 April 2013 netting the company

US$350,000.

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UXA successfully finalised an access agreement with the Commonwealth Department of

Defence in readiness to evaluate its 100% owned Nemesis Archaean hosted gold project

located within its recently granted Commonwealth Hill tenement (EL4971) (Figure 1).

Nemesis is a drill ready one kilometre long gold target delineated by anomalous gold in

calcrete and gold in shallow saprolitic drill returns. UXA proposes to commence drilling later in

2013 following access agreements being reached with traditional owners and pastoral lease

holders.

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”), completed a

second phase of field exploration and RC drilling at Nabarlek North in late 2012 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

north of a recent high grade mineralisation discovery (U40 prospect) which reported uranium

intercepts up to 6.80m @ 6.71% U3O8 (UEL ASX Release 16 December 2010).

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Drilling at Area 3 confirmed the presence of Oenpelli Dolerite adjacent to elevated K and Th

radioactivity and anomalous soil geochemistry. Anomalous gold (0.02g/t) hosted in quartz

hematite breccia was returned from 18m to 19m in drill hole 12NN02. 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.

At Area 2, drilling intersected thick clay above schist containing abundant milky white quartz

and trace amounts of sulphides. No samples were submitted for assay from drill holes in this

region due to poor scintillometer values being returned from drill cuttings.

Area 1 prospect has proven to be the most significant target to date. The ground based

radiometric survey highlighted numerous thin (<1m) discontinuous north and northwest

striking zones of uranium enrichment possibly highlighting shear structures with uranium

enrichment contained within the contact metamorphic aureole of the intrusive dolerite at

Area 1 Prospect. Further evidence of shearing along the zones includes quartz breccia.

A zone of uranium enrichment is interpreted to occur between drill holes 12NN12 and

11NNRC6 and may be the result of faulting and metamorphism associated with the intrusive

Oenpelli dolerite (Figure 2).

Figure 2: Area 1 Prospect - Nabarlek North Project

The second round of drilling at Area 1 was designed to target the thin mineralised structures as

well as investigate the contact between the dolerite and altered basement sequences where

better uranium grades were encountered during the first drilling program.

Drilling the thin structures farthest from the dolerite contact confirmed anomalous uranium

mineralisation to occur at depth and along strike with grade averaging 100ppm U3O8 over

1.5m thickness. Drilling of a structure closest to the dolerite contact returned elevated

anomalous uranium in the region of 460ppm U3O8 over 1.3m in drill hole 11NNRC04a (drill

hole completed in 2011) and 0.46% Cu, 0.01g/t Au and 45ppm U3O8 over 2m in drill hole

12NN12. Both of these intercepts are interpreted to belong to the one easterly dipping fault

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structure. Additional anomalous gold values between 0.01g/t to 0.03g/t over 1m intervals

were returned from drill holes 12NN10, 12NN11, 12NN18 and 12NN20 (Table 1).

AREA hole

Easting

(m)

Northing

(m)

Azimuth

(°) Dip (°)

Depth

(m)

from

(m)

to

(m)

Cu

(ppm)

U3O8

(ppm)

Au

(ppb)

3 12NNRC02 317950 8646256 150 -60 67 18 19 15 5 0.02

1 12NNRC10 327060 8645355 20 -60 91 21 22 1 9 0.03

1 12NNRC11 327057 8645403 220 -70 91 11 12 3 1 0.01

1 12NNRC11 327057 8645403 220 -70 91 69 70 48 1 0.01

1 12NNRC12 327375 8645300 270 -60 120 101 102 10 74 0.02

1 12NNRC12 327375 8645300 270 -60 120 105 106 140 31

1 12NNRC12 327375 8645300 270 -60 120 106 107 3085 33 0.01

1 12NNRC12 327375 8645300 270 -60 120 107 108 6180 74 0.02

1 12NNRC17 327237 8645507 270 -60 97 84 85 285 39

1 12NNRC18 326697 8645555 270 -60 92 36 37 22 3 0.01

1 12NNRC19 327199 8645372 270 -60 90 25 26 33 43

1 12NNRC19 327199 8645372 270 -60 90 26 27 27 32

1 12NNRC19 327199 8645372 270 -60 90 27 28 50 21

1 12NNRC20 327148 8645359 270 -60 120 15 16 4 31

1 12NNRC20 327148 8645359 270 -60 120 16 17 10 101

1 12NNRC20 327148 8645359 270 -60 120 17 18 2 45

1 12NNRC20 327148 8645359 270 -60 120 104 105 24 2 0.01 Table 1 - Nabarlek North 2012 – Significant Assay Results

Analytical results from 2012 drilling program. 1 metre split chip samples prepared in accordance with Amdel’s PREP2,3 sample preparation procedure, prior to assay using metallurgical grade digest with ICPOES finish in accordance with Amdel’s MET1 process. Coordinate system GDA94 (Zone 54)

Area 1 prospect contains many attributes and strong indicators to suggest the region is part of

a fertile mineralising system capable of hosting economic uranium mineralisation. These

include close proximity to the unconformable contact between Myra Falls Metamorphics and

Kombolgie Formation, elevated uranium content in basement lithologies, close proximity to

Oenpelli Dolerite and elevated gold and copper values returned from 12NN12. However the

prospect may have limited strike length to the north and possibly represents the northern limit

of the U40 prospect.

Historically, uranium mineralisation has been found by airborne radiometric surveys flown in

the 70’s. However, not all deposits were found this way, Jabiluka 2 has no radiometric

expression due to being located under cover and was discovered by drilling along strike from

Jabiluka. Jabiluka 2 contains approximately 150,000t U3O8.

EL24868 has no obvious radiometric standouts within the tenement for the simple reason it is

covered by a thin veneer of Kombolgie sandstone as well as Mesozoic sandstone and Tertiary

and Quaternary sequences with negligible fresh basement being exposed. However, the

tenement remains highly prospective for uranium mineralisation where future exploration will

focus along the north and north-westerly striking regional dolerite dyke, particularly in regions

with Mesozoic to Quaternary cover where no detailed ground based exploration activities have

been undertaken previously.

Although the mineralisation identified by The Company to date within Area 1 appears to be

thin and discontinuous, it is considered to be evidence that this region of the tenement

contains many of the right criteria required to potentially host economic mineralisation.

The Company’s exploration strategy for its next phase of works is to focus on the northerly

trending mineralised contact between Myra Falls Metamorphics amphibolite, schist and

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psammite units (showing as red and yellow in the magnetic image) and Oenpelli dolerite (blue)

(figure 3) which extends from Area 1.

Figure 3: Nabarlek North – 1VD magnetic image

Since this region of the tenement has no obvious radiometric standouts and is covered by a

thin veneer of Mesozoic sandstone and Tertiary and Quaternary sequences, there has been no

known on-ground exploration completed by previously by other explorers. The Company

proposes to complete a detailed geochemical and biochemical survey designed to detect

concealed economic mineralisation and “firm up” drill targets.

Subsequent to completing the data assessment of the second stage of field activities RILA has

elected to withdraw its interest from the joint venture. UXA will continue to pursue additional

uranium targets at Nabarlek North as well as assess the project for its recently recognised gold

and copper potential.

New South Wales Mundi Plains-Junction Dam Option Agreement. Plans for exploration at Polygonum – Mammoth Prospects The Polygonum - Mammoth Cu-Au and Pb-Zn-Ag 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 Cu-Au and Pb-Zn-Ag mineralisation (Fig. 3).

A new exploration program has been prepared to follow up the previous mineralised drill

intersections targeting stratabound Pb-Zn-Ag 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 Polygonum-Mammoth

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area is part of third order basin. Third order basins are recognised as important sub-basins for

hosting stratabound Pb-Zn-Ag deposits around the world. UXA is in the process of awarding a contract to complete a 3590 line kilometre detailed

airborne magnetic survey designed to delineate the Bimba Horizon and structural architecture

of the area in detail. It is proposed to complete the survey by May 2013 subject to property

holder approval.

Figure 3. Mammoth-Polygonum area, Bimba horizon and structures over magnetics 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.

UXA successfully finalised an access agreement with the Commonwealth Department of

Defence in readiness to evaluate its 100% owned Nemesis Archaean hosted gold project

located within its recently granted Commonwealth Hill tenement (EL4971).

Under the revised terms for exploration in the WPA, Green Zone tenement holders will have

309 days annual access to their tenements for exploration.

Nemesis is a drill ready one kilometre long gold target delineated by anomalous gold in

calcrete and gold in shallow saprolitic drill returns (Figure 4).

UXA proposes to commence drilling later in 2013 following access agreements being reached

with traditional owners and pastoral lease holders.

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Figure 4 Nemesis prospect – Anomalous gold in 4m composite drill returns

CORPORATE UXA has embarked on a new corporate strategy aimed at re-capitalising the company through asset sales to allow the company to continue with its core business of exploration. Capital Strategies of Adelaide is in the final stages of completing the sale of GAA Wireline’s Australian business including the Prompt Fission Neutron technology. The sale of the US logging business was completed netting UXA US$350,000. UXA relocated its office from 43a Fullarton Road, Kent 5067 to 20 Oborn Road Mount Barker 5251. For further information, contact.

Simon Powell General Manager Tel: +61 8 8363 7970 Email: info@uxa.com.au Website: www.uxa.com.au

Technical Information in this report 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

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1. 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”)

65 112 714 397 March 2013

Consolidated statement of cash flows

Cash flows related to operating activities

Current quarter $A’000

Year to date

9 months

$A’000

1.1 Receipts from product sales and related debtors

3 221

1.2 Payments for (a) exploration & evaluation (b) development (c) production (d) administration

(12) - -

(334)

(304) - -

(1220) 1.3 Dividends received 1.4 Interest and other items of a similar nature

received 6 13

1.5 Interest and other costs of finance paid - - 1.6 Income taxes paid - - 1.7 Other (provide details if material) 337 634

Net Operating Cash Flows

(211) (656)

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)

(211) (656)

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1.13 Total operating and investing cash flows

(brought forward) (211) (656)

Cash flows related to financing activities

1.14 Proceeds from issues of shares, options, etc. - 79 1.15 Proceeds from sale of forfeited shares - - 1.16 Proceeds from borrowings - 243 1.17 Dividends paid - - 1.18 Other (share issue expenses) - -

Net financing cash flows

- 322

Net increase (decrease) in cash held

(211)

(344)

1.20 Cash at beginning of quarter/year to date 395 730 1.21 Exchange rate adjustments to item 1.20

1.22 Cash at end of quarter 61 386

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

1.23

Aggregate amount of payments to the parties included in item 1.2

100

1.24

Aggregate amount of loans to the parties included in item 1.10

-

1.25

Explanation necessary for an understanding of the transactions

Non-Executive Directors’ Fees, Non-Executive Directors’ Termination Benefits and Managing Director’s remuneration

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

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)

N/A

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Financing facilities available

Amount available $A’000

Amount used $A’000

3.1 Loan facilities (senior & other debt) Convertible note facilities

891 2,000

891 2,000

3.2 Credit standby arrangements

- -

Estimated cash outflows for next quarter

$A’000

4.1 Exploration and evaluation -

4.2 Development -

4.3 Production -

4.4 Administration 220

Total

220

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 128 379

5.2 Deposits at call - 98

5.3 Bank overdraft

5.4 Other (Term Deposit) 159 121

Total: cash at end of quarter (item 1.22)

287 598

Changes in interests in mining tenements

Tenement

reference Nature of interest (note (2))

Interest at beginning of quarter

Interest at end of quarter

6.1 Interests in mining tenements relinquished, reduced or lapsed

EL4764 EL4700 EL4800

90% 90% 90%

- - -

Interests in mining tenements acquired or increased

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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) (cents)

Amount paid up per security (see note 3) (cents)

7.1 Preference +securities (description)

- - - -

7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy-backs, redemptions

- - - -

7.3 +Ordinary securities

886,744,785 886,744,785

7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy-backs

7.5 +Convertible debt securities (description)

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) $500,000

7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted

7.7 Options (description and conversion factor)

9,500,000 1,350,000

5,000,000

-

Exercise price 20 cents 20 cents

0.899 cents

Expiry date 4 Dec 2014

30 June 2013 12 April 2015

7.8 Issued during quarter

- - - -

7.9 Exercised during quarter

- - - -

7.10 Expired during quarter

2,070,000 - 20 cents

10 February 2013

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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 /does not* (delete one) give a true and fair view of the matters disclosed.

Sign here: ............................................................ Date: 30th April, 2013

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 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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