ECLIPSE METALS LIMITED. — Interim / Quarterly Report 2013

Jan 30, 2014

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Quarterly Activities Report and Appendix 5B For the Quarter ending 31 December 2013

The Board of Eclipse Metals Limited ( “ the Company ”) is pleased to provide the following commentary and Appendix 5B.

Projects

During the quarter, the Company issued upgraded reports to the Australian Stock Exchange ( “ASX”) covering its Iron, Manganese and Uranium project areas in Queensland and Northern Territory.

ECLIPSE METALS LTD Eclipse Metals Limited is an Australian company with a portfolio (over 24,000 km[2] ) of quality iron, manganese, gold, uranium and base metal projects in the highly prospective Archaean and Proterozoic metallogenic provinces of the Northern Territory, Queensland and New South Wales of Australia.

BOARD

A definitive re-assessment of the Yellow Jack resource was commissioned to bring it into line with new JORC Code rules to determine if a stand-alone or joint venture mining operation could be viable.

The Mary Valley tenements have been the subject of an approach by parties interested in conducting an exploration programme to assess the size and overall grade of manganese deposits with a view to developing a mining and shipping operation. Details will be announced when negotiations have progressed.

The Northern Territory tenements, both granted and under application, covering areas prospective for uranium are now the subject of an approach for joint venture or acquisition. Negotiations are on-going.

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Carl Popal Director Rodney Dale Director Justin Barton Director COMPANY SECRETARY Keith Bowker REGISTERED OFFICE

Suite 1/56 Kings Park Road West Perth WA 6005 Phone: +61 8 9481 0544 Fax: + 61 8 9481 0655 PRINCIPAL PLACE OF BUSINESS

Level 3, 1060 Hay Street West Perth WA 6005 Phone: + 61 8 9480 0420 Fax: + 61 8 9321 0320 AUSTRALIAN BUSINESS NUMBER 85 142 366 541

SHARE REGISTRY

Security Transfer Registrars 770 Canning Highway Applecross WA 6153

ASX CODE EPM WEBSITE www.eclipsemetals.com.au

Eclipse Metals Limited holds a 56% interest in its subsidiary Walla Mines Pty Ltd.

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ECLIPSE METALS LIMITED

2

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www.eclipsemetals.com.au

ECLIPSE METALS LIMITED

3

Corporate

The following changes were made to the Board during the quarter:

Mr Giles Rodney Dale, geologist, was appointed as non-executive director in October 2013. Mr Dale is a Fellow of the Royal Melbourne Institute of Technology with over 50 years mineral exploration and mining experience in many parts of Australia, also in Indonesia, Africa, South America, India and China. Mr Dale has previously been an executive director of two Australian public mining companies. He is also a Fellow of the Australasian Institute of Mining and Metallurgy.

Mr Peter Landau, chairman, and Ms Jane Flegg, company secretary, both retired from the Board early in October 2013. We thank them for their valuable contribution to the management of the Company.

Mr David Sanders retired as a director in November 2013. We thank Mr Sanders for his significant contribution to the Company.

Mr Justin Barton was appointed as non-executive director in December 2013. Mr Barton is a chartered accountant (CA) with over 16 years ’ experience in accounting, international finance and mining. During this time, Mr Barton has held various senior executive positions and has worked in Australia, Europe, Africa and United States. He has also worked with many leading international mining companies in gold, uranium and base metals. He worked for 3 years at Paladin Energy Limited with uranium projects in Australia, Africa and Canada.

In addition, during the quarter, Mr Keith Bowker from Somerville Corporate was appointed as Company Secretary.

For and on behalf of the Board

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Carl Popal Executive Director

For further information please contact Carl Popal Executive Director T: 61 8 9480 0420

Keith Bowker Company Secretary T: 61 8 9481 0544

Competent Person ’s Statement

The information in this report that relates to Exploration Results together with any related assessments and interpretations is based on information compiled by Kastellco Geological Consultancy on behalf of Mr Giles Rodney (Rod) Dale. Mr Dale is a fellow of the Australasian Institute of Mining and Metallurgy. Mr Dale is a Director of the company. Mr Dale has sufficient experience relevant to the styles of mineralisation 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 the Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Dale consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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www.eclipsemetals.com.au

Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

Rule 5.5

Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10, 01/05/2013

Name of entity

Eclipse Metals Limited

ABN

85 142 366 541

Quarter ended (“current quarter”) 31 December 2013

Consolidated statement of cash flows

Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 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 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	Current quarter $A’000	Year to date (6 months) $A’000
	- (20) - - (84) - - - - -	- (78) - - (241) - - - - -
	(104)	(319)
Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) 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 (refundable deposit) Net investing cash flows 1.13 Total operating and investing cash flows (carried forward)	- - - - - - - - -	- - - - - - - - (54)
	-	(54)
	(104)	(373)

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

1.13 Total operating and investing cash flows (brought forward)	(104)	(373)
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other (Share issue costs ($22k), proceeds of $85k1) Net financing cash flows	- - - - - 85	9 - - - - 63
	85	72
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end of quarter	(19) 90 -	(301) 372 -
	71	71

1 As set out in the Company’s Annual Report the underwriter to the Entitlements Issue has transferred 120 million shares to unrelated parties that will make the shares available to future investors at 0.5 cents per share and direct the proceeds to the Company. During the quarter, a total of $84,600 has been received by the Company and since the end of the quarter, a further $80,000 has been firmly committed and due by the end of February 2014. The Company is in discussions with a range of potential future investors in relation to the remaining shares to the value of $394,325. Pursuant to the Deed of Settlement with the underwriter the Company is also due to receive a refund of the $54,000 deposit referred to in section 1.12.

Payments to directors of the entity, associates of the directors, related entities of the entity and associates of the related entities

1.23 1.24	Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000
		109
		-
1.25	Explanation necessaryfor an understandingof the transactions
	The following fully paid ordinary shares at $0.005 per share were issued to Directors in lieu of director salaries and fees. The issue received shareholder approval at the AGM held on 29 Nov 2013: - 18,000,000 shares were issued to Ghan Resources Pty Ltd, a company that Mr Carl Popal is a director (director salary $90k). - 1,500,000 shares were issued to Mr Giles Rodney Dale (director fees $8k). - 2,250,000 shares were issued to Mr David Sanders (director fees $11k).

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

• See chapter 19 for defined terms.

Appendix 5B Page 2

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Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

7,000,000 fully paid ordinary shares were issued during the quarter for the conversion of creditor balances.

• 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

N/A

Financing facilities available

Add notes as necessary for an understanding of the position.

• 3.1 Loan facilities

• 3.2 Credit standby arrangements

	Amount available		Amount used
	$A’000		$A’000
		-		-
		-		-

Estimated cash outflows for next quarter

Estimated cash outflows for next quarter
4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration	$A’000
	50
	-
	-
	85
Total	135

Reconciliation of cash

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 5.2 Deposits at call 5.3 Bank overdraft 5.4 Other (provide details)	71 - - -	90
		-
		-
		-
Total: cash at end of quarter(item 1.22)	71	90

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

Changes in interests in mining tenements and petroleum tenements

6.1 Interests in mining tenements and petroleum tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements and petroleum tenements acquired or increased	Tenement reference and location	Nature of interest (note (2))	Interest at beginning ofquarter	Interest at end of quarter
	EL 25201	Relinquished	100%	0%
	N/A	N/A	N/A	N/A

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.

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 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	559,856,824	559,856,824
	28,750,000	28,750,000	$0.005	$0.005
7.5 ~~+~~Convertible debt securities (description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted

• See chapter 19 for defined terms.

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Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired during quarter	8,873,500 150,000 103,023,813	8,873,500 - -	Exercise price 20 cents 20 cents 6 cents	Expiry date 31/05/14 30/11/15 30/11/16
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 5).

• 2 This statement does give a true and fair view of the matters disclosed.

Sign here: (Company Secretary)

Date: 31 January 2014

Print name: Keith Bowker

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 and petroleum 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 or petroleum 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 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Financial Reporting 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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• See chapter 19 for defined terms.

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