NEURIZER LTD - Proxy Solicitation & Information Statement 2015

29 July 2015

Manager Companies Companies Announcements Office

Australian Securities Exchange Ltd

ASX Code: MTN: General Meeting – 28 August 2015 – Change of Company Name

Marathon announces a General Meeting of members will be held on Friday 28 August 2015, to seek shareholder approval for a change to the name of the Company to Leigh Creek Energy Limited.

Full details are contained in the attached ,

Letter from the Executive Chairman
Notice of General Meeting and
Proxy Form

which have been despatched to the Company’s shareholders today:

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Sam Appleyard Company Secretary

29 July 2015

LETTER FROM THE CHAIRMAN

Dear Marathon Shareholder

General Meeting – 28 August 2015 – Change of Company Name

I have pleasure in advising you of a General Meeting of the Shareholders of Marathon Resources Limited to be held at The Coach House, 64a Fullarton Road, Norwood, South Australia 5067 on Friday 28 August 2015 at 9.30 am (Adelaide time).

The purpose of this Meeting is to consider a special resolution to change the name of the company from Marathon Resources Limited to Leigh Creek Energy Limited (with the ASX ticker LCK) to better reflect the focus of the business.

Please find attached the Notice of General Meeting and Explanatory Memorandum.

The Board considers that as Marathon Resources Limited has now successfully completed the acquisition of ARP TriEnergy Pty Ltd and has acquired Mining and Petroleum Tenements in South Australia and in particular the Leigh Creek Energy Project, that it is more appropriate to have a name that better reflects the new focus of the business. As Marathon's core project is based in Leigh Creek and Marathon is now an energy focussed company the Board feels that Leigh Creek Energy (LCK) is a more appropriate name. The major shareholder, Allied Resource Partners Pty Ltd with 45.45% of the Company’s shares, intends to vote in favour of the resolution to be put to all shareholders.

The Board recommends you vote in favour of Resolution 1.

Yours sincerely,

D J D (Justyn) Peters

Executive Chairman

Marathon Resources Limited

(08) 8132 9111

Marathon Resources Limited ABN 31 107 531 822

Notice of General Meeting

Notice is hereby given that a General Meeting of the Shareholders of Marathon Resources Limited will be held at The Coach House 64a Fullarton Road Norwood South Australia 5067 on Friday 28 August 2015 at 9.30 am (Adelaide time).

Business:

“Snap-shot” Time

RESOLUTION 1 – CHANGE OF COMPANY NAME

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

“That, for the purposes of section 157(1) (a) of the Corporations Act 2001 and for all other purposes, approval is given for the name of the Company to be changed to Leigh Creek Energy Limited” .

Information for Members

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that for the purposes of voting at the Meeting, Shares will be taken to be held by those who hold them as at 7.00 pm (Adelaide time) on Wednesday 26 August 2015.

Proxies

A Shareholder entitled to attend and vote at the Meeting may appoint a proxy. The person appointed as a proxy may be an individual or a body corporate and need not be a Shareholder. If a Shareholder is entitled to cast two or more votes, the Shareholder may appoint one or two proxies.

Explanatory Memorandum

The Explanatory Memorandum accompanying this Notice of General Meeting is incorporated in and comprises part of this Notice of General Meeting and should be read in conjunction with this Notice.

Members are specifically referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used both in this Notice of General Meeting and the Explanatory Memorandum.

Where two proxies are appointed, each proxy may be appointed to represent a specific proportion of the Shareholder’s voting rights. If the proportion is not specified, each proxy may exercise half of the Shareholder’s voting rights. Fractional votes will be disregarded.

To record a valid vote, members will need to take either of the following steps:

(a) Cast your vote online by visiting www.investorvote.com.au and following the instructions and information provided on the enclosed proxy form ; or
(b) Complete and lodge the Proxy Form (and the power of attorney or other authority (if any) under which it is signed, or a certified copy of it) at the share registry of the Company, Computershare Investor Services Pty Limited, located at GPO Box 242, Melbourne VIC 3001, or by facsimile on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or
(c) For Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to submit your voting intentions,

no later than 48 hours before the time for the holding of the Meeting.

Corporate Representative

A corporation that is a Shareholder or a proxy may elect to appoint a person to act as its corporate representative at the Meeting, in which case the corporate Shareholder or proxy (as applicable) must provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that Shareholder’s or proxy’s (as applicable) corporate representative. The authority must be sent to the Company and/or the Company’s Share Registry (detailed above) in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

Explanatory Memorandum

RESOLUTION 1 - CHANGE OF COMPANY NAME

Section 157(1) (a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 1 seeks the approval of Shareholders for the Company to change its name to Leigh Creek Energy Limited .

If Resolution 1 is passed, the change of name will take effect from the day on which ASIC alters the details of the Company’s registration.

The proposed name has been reserved by the Company and if Resolution 1 is passed, the Company will lodge a copy of the special resolution with ASIC on completion of the meeting in order to effect the change.

The Company also seeks approval under section 136(2) of the Corporations Act to amend the Company’s constitution to reflect the change of name.

The Board proposes this change of name on the basis that it more accurately reflects the changed nature of, and future operations of the Company.

The Board recommends you vote in favour of Resolution 1.

By order of the Board

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S M Appleyard Company Secretary Marathon Resources Limited 29 July 2015

GLOSSARY

In this Explanatory Memorandum, the following terms have the following unless the context otherwise requires:

"ASX" means ASX Limited ACN 008 624 691.

“ ASIC ” means Australian Securities and investments Commission

" Board " means the Board of Directors from time to time.

“Chair” or “Chairman” means the chairman of the Company who will chair the Meeting.

" Company " or " Marathon " means Marathon Resources Limited ABN 31 107 531 822.

" Constitution " means the constitution of the Company from time to time.

" Corporations Act " means the Corporations Act 2001 (Cth).

" Directors " means the directors of the Company from time to time and " Director " means any one of them.

" Explanatory Memorandum " means this explanatory memorandum.

" Listing Rules " means the listing rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

“Managing Director” means the managing director of the Company and Mr. David K Shearwood is the current managing director.

" Meeting " or “ General Meeting " means the general meeting of Shareholders of the Company or any adjournment thereof, convened by the Notice.

" Notice " or " Notice of General Meeting " means the notice of general meeting which accompanies this Explanatory Memorandum.

" Resolution " means a resolution referred to in the Notice.

" Share " means a fully paid ordinary share in the capital of the Company.

" Shareholder " means a holder of Shares in the Company.

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NEURIZER LTD — Proxy Solicitation & Information Statement 2015

65442_rns_2015-07-28_f4a4d20a-d0bf-4a55-ad43-7a51655b60b6.pdf

ASX Code: MTN: General Meeting – 28 August 2015 – Change of Company Name

29 July 2015

LETTER FROM THE CHAIRMAN

Dear Marathon Shareholder

General Meeting – 28 August 2015 – Change of Company Name

D J D (Justyn) Peters

Marathon Resources Limited ABN 31 107 531 822

Notice of General Meeting

Business:

“Snap-shot” Time

RESOLUTION 1 – CHANGE OF COMPANY NAME

Information for Members

Proxies

Explanatory Memorandum

Corporate Representative

Explanatory Memorandum

RESOLUTION 1 - CHANGE OF COMPANY NAME

By order of the Board

GLOSSARY

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