NEURIZER LTD — Interim / Quarterly Report 2013

Oct 30, 2013

31 October 2013

COMPANY ANNOUNCEMENTS OFFICE AUSTRALIAN SECURITIES EXCHANGE

ASX CODE MTN

QUARTERLY ACTIVITIES REPORT

Period - 1 July 2013 to 30 September 2013

QUARTERLY ACTIVITIES - HIGHLIGHTS

Marathon acquires interest in prospective Curnamona Province project in South Australia

• . Option to acquire 75% of Walparuta Project;

• . Airborne electromagnetic survey to be conducted 5 November 2013

• . “Walk-up” targets ready for drilling as soon as regulatory approvals secured;

• . Major explorers have conducted extensive surface sampling, mapping & MMI soil geochemistry;

• . Area is prospective for copper, gold & other base metals

Marathon completes Native Title clearance on the Oakvale mineral sands tenement

Bentley Capital on-market bid and Directors response post quarter end.

QUARTERLY ACTIVITIES

Marathon Resources Limited (ASX: “MTN”) presents its Activities Report for the Quarter ending 30 September 2013.

Exploration Approach

Marathon Resources has adopted a cost effective approach to exploration by pursuing "earn in" opportunities. When Marathon finds a tenement of interest, an initial assessment program and equity/expenditure commitments are agreed with the proprietor. If the initial assessment is unsuccessful, Marathon can exit from the arrangement without further financial obligations. However, if the initial assessment is successful, for a small outlay of exploration costs, Marathon has an established arrangement for ongoing activities.

Walparuta Project (Base and Precious Metals) EL’s 4520 & 5306, South Australia

As recently advised in its exploration update released 30th September 2013, Marathon Resources Limited secured agreement with SAEX Pty Ltd (“SAEX”) to farm-in to tenements in the Curnamona Province in northern South Australia, known as the Walparuta Project.

These Exploration Licences (ELs) occur 140 kilometres west of Broken Hill within the southern remnant of the Palaeoproterozoic Pb-Zn belt known as the Curnamona Province. The two tenements encapsulate almost all the Walparuta Inlier (Figure 1). The area is considered prospective for base and precious metals.

The tenements are held by a SAEX Pty Ltd. Marathon has secured the exclusive right to conduct exploration at its cost, and Marathon retains the right to cease exploration without further commitment if it decides that the project does not meet commercial criteria. Under the terms of the farm-in agreement, Marathon will pay all exploration and development costs up to and including a Bankable Feasibility Study (BFS) when it can acquire, at its option, a 75% interest in the tenements. SAEX will be free-carried to the BFS stage and will receive a $50,000 payment. SAEX will then hold a 25% participating interest in the tenements.

Despite being subjected to exploration over the past four decades, the Walparuta Inlier is considered to be significantly under-explored. Most detailed exploration had focussed on the Walparuta deposit located on the south-eastern margin of EL 4520. However, Marathon's main areas of interest are in the northern portions of the tenements on two prospects known as Copper Ridge and Creagh Dhubh.

Copper Ridge

Previous explorers have located a coincidental geochemical and an aeromagnetic anomaly (Figure 2). The Cu-Au geochemical anomaly covers an area of 500 x 500 metres. The magnetic anomaly is a large circular feature with similar dimensions to the geochemical anomaly. Previous mapping has identified haematite (IOCG) type alteration over the area. The target area is located in proximity to the major Walter Outalpa Shear Zone. This prospect has never been drilled and represents a highly prospective Cu-Au target.

Marathon Resources has committed to an airborne electromagnetic survey that will cover the Copper Ridge prospect and the majority of the strike length of the Walter Outalpa shear zone. Follow-up drilling will be dependent on the results of the aeromagnetic survey.

Creagh Dhubh

Mapping by government geologists and a previous tenement holder have delineated a highly prospective sequence of iron formation facies and meta-exhalite rock types, indicative of stratiform Broken Hill Type (BHT) style mineralisation. The Creagh Dhubh prospect outcrops on a hilly ridge over a strike length of 350 metres. However, the sequence of rocks can be intermittently traced to the northeast for 3 kilometres. In 1982, Esso drilled one hole west of the Creagh Dhubh outcrop but the placement of the drill hole was such that it did not intersect any possible extension of the prospect.

The outcropping Creagh Dhubh prospect and potential north-eastern extension have never been drilled. This sequence of rocks is considered highly prospective for Broken Hill Type Pb-Zn-Ag mineralisation. Marathon Resources has committed to an airborne electromagnetic survey over the entire potential strike extension of the Creagh Dhubh sequence of rocks. Follow-up drilling will be dependent on the results of the aeromagnetic survey.

As of 30th October 2013, the HoistEM apparatus had been assembled on site. The survey will be undertaken as soon as the helicopter arrives. The collective cost of the EM survey for both prospects totals $50,000.

Under the terms of the farm-in agreement with SAEX, Marathon will pay all exploration and development costs up to and including a Bankable Feasibility Study stage when it will acquire, at its option, a 75% interest in the tenement. SAEX will be free-carried to the BFS

stage and will receive additionally $50,000 at that time. SAEX will then hold a 25% participating interest in the tenement subsequently.

Mineral Sands projects

As also advised in the exploration update, earlier in the year Marathon announced the acquisition of a portfolio of assets owned by Australian Desalinated Water Pty. Ltd and related entities (“ADW”). Marathon has conducted preliminary exploration work on a number of those sites.

Alice Park (Mineral Sands) EL 5203 & Pernatty Lagoon (Manganese) ML5787

EL 5203 is located near Bordertown on the South Australian side of the border with Victoria and ML 5787 is located 115 kilometres north of Pt. Augusta on the western shoreline of Pernatty Lagoon. Marathon has spent $17,833 and $16,952 respectively in the last quarter on preliminary exploration costs on these two areas. In both cases further work is required to assess potential economic interest and value and the result of the exploration already undertaken will be presented in conjunction with the planned programs at Oakvale and Walparuta.

Oakvale (Mineral Sands) EL 5202

EL 5202 occurs approximately 45 kilometres south of Cockburn on the South Australian side of the border with New South Wales.

Previous drilling had intersected a series of mineralized sand bodies. Of particular interest was the occurrence of unusually coarse grained heavy minerals. Magnetic, Digital Terrain Modelling and Radiometric data is available and has delineated a number of prospective strand lines.

The tenement is held by Australian Desalinated Water Pty Ltd (ADW). Marathon will pay all exploration and development costs up to and including a Bankable Feasibility Study (BFS) when it will acquire, at its option, a 78% interest in the tenement. ADW will be free-carried to the BFS and retain a participating 22% interest in the tenement subsequently. If the initial assessment program is unsuccessful, Marathon Resources can exit the agreement with ADW with no ongoing obligations.

On 15th September 2013, Marathon undertook a Work Area Clearance survey with the Wilyakali People’s traditional owner representatives and their anthropologist. As a consequence of that field inspection, the proposed air core drilling program along existing tracks has been cleared by the Wilyakali Native Title claimants. A 30 hole drilling program (615 metres) will take place as soon as all remaining statutory approvals are granted. Total drilling costs are estimated to be $20,000.

Matters subsequent to quarter

On Friday 25th October Marathon advised

• It had received notice from the Australian Securities Exchange of an unconditional onmarket bid by Bentley Capital Limited (ASX:BEL) (“Bentley”) for all the issued ordinary shares of Marathon that Bentley did not already own.

• The offer price of 2.5 cents per share values Marathon at approximately $2.3 million.

• • The offer was at less than one half of Marathon’s current cash backing per share and attributed no value to Marathon’s other assets including work being undertaken on exploration areas.

The Board of Marathon has now been provided with the Bidder’s Statement and will provide a detailed response of its recommendations in its Target’s Statement, following consultation by Marathon Directors with the Company’s advisers and consultants.

In the meantime Shareholders are advised NOT to take any action in response to the offer until Marathon’s response is advised to shareholders in the forthcoming Target’s Statement anticipated 8 November 2013.

MEDIA CONTACT :

Dr Shad Linley CEO Marathon Resources Limited (08) 8348 3500

John Field Managing Director Field Public Relations (08) 8234 9555 0418 819 527

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Adelaide 330kms Broken Hill 140kms
Olary
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Figure 1

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Copper Ridge
Magnetic Anomaly
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Figure 2

Appendix 5B Mining exploration entity quarterly report

Rule 5.3

Appendix 5B

Mining exploration entity quarterly report

Introduced 01/07/96. Origin: Appendix 8. Amended 01/07/97, 01/07/98, 30/9/01,01/06/10. 17/12/10

Name of entity

Marathon Resources Limited

	ABN 31 107 531 822 Consolidated statement of cash flows		Quarter ended (“current quarter”) 30 September 2013	Quarter ended (“current quarter”) 30 September 2013
			30 September 2013
Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for (a) (1) Exploration & evaluation (b) (1) Administration (2) Rent/insurance (3) New business (a) Development 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 (3 months) $A’000
		(13) (184) (46) (56) - 90 - -		(13) (184) (46) (56) - 90 - -
		(209)		(209)
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 (provide details if material) Net investing cash flows 1.13 Total operating and investing cash flows (carriedforward)		- - - - - 1		- - - - - 1
		1		1
		(208)		(208)

• See chapter 19 for defined terms.

Appendix 5B Page 1

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Appendix 5B Mining exploration entity quarterly report

1.13 Total operating and investing cash flows (brought forward)	(208)	(208)
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 – Capital Raising Costs Net financing cash flows
	-	-
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	(208) 4922 -	(208) 4922 -
	4714	4714

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

• 1.23 Aggregate amount of payments to the parties included in item 1.2 1.24 Aggregate amount of loans to the parties included in item 1.10 1.25 Explanation necessary for an understanding of the transactions

Current quarter $A'000 41 -

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 Nil

• 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

Nil

Financing facilities available

Add notes as necessary for an understanding of the position.

• 3.1 Loan facilities

Amount available $A’000	Amount used $A’000
Nil

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

• 3.2 Credit standby arrangements

Nil

Estimated cash outflows for next quarter

• 4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration

Total

$A’000 250 - - 300 550

Reconciliation of cash

Total Reconciliation of cash	550
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 – deposit release on surrender of government guarantee	38	26
	4676	4896
		-
		-
Total: cash at end of quarter(item 1.22)	4714	4922

Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased	Tenement reference	Nature of interest (note (2))	Interest at beginning ofquarter	Interest at end of quarter
		At 30thSeptember 2013 Company no longer holds directly any exploration tenements
	EL 5203 EL 5202 ML 5787 ELA270	Unincorporated JV up to an earned entitlement 78% on following: Alice Park Oakvale Kangaroo Flat PernattyLagoon	0%	0%
	EL4520 EL5306	75%on Curnamona Province SA	0%	0%

• See chapter 19 for defined terms.

Appendix 5B Page 3

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Appendix 5B Mining exploration entity quarterly report

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.

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	N/A
7.3 +Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	92,207,789	92,207,789
7.5 +Convertible debt securities (description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted	N/A
7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter	1,000,000 490,0001 50,0001 500,000 750,000 750,000 1 Expired unexercised post quarter	- - - - - -	Exercise Price On Issue 1.10 0.34 0.75 0.876 1.25 1.75 After Rights Issue 1.077 0.317 0.727 0.853 1.227 1.727	Expiry date Expiry Date 28.12.2014 15.10.2013 15.10.2013 01.11.2013 01.11.2014 01.11.2015
	-	-	-	-
	-	-	-	-

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

7.10 Expired during quarter	-	-
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 / ~~does not*~~ (delete one) give a true and fair view of the matters disclosed.

Sign here: ………………………. Date: 31 October 2013 (Company secretary)

Print name: S M Appleyard

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 6: Exploration for 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 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.

• See chapter 19 for defined terms.

Appendix 5B Page 5

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