31 October 2014
COMPANY ANNOUNCEMENTS OFFICE AUSTRALIAN SECURITIES EXCHANGE

ASX CODE MTN

QUARTERLY ACTIVITIES REPORT

Period - 1 July 2014 to 30 September 2014

QUARTERLY ACTIVITIES

Marathon Resources Limited (ASX:"MTN") presents its Activities report for the Quarter ending 30 September 2014.

Exploration Activity and Other Initiatives

As advised in its previous Quarterly Activities Report Marathon Resources continues to adopt a cost effective approach to exploration by pursuing "earn-in" opportunities while at the same time limiting the Company's exposure should a decision be made not to proceed further with exploration and analysis. Marathon had entered two arrangements with private companies in which the company expended nominal amounts to determine if further expenditure was warranted. In both cases the exploration work undertaken determined that mineral occurrences were not of economic significance or were prohibitively expensive to drill. Marathon terminated those arrangements in the last quarter without penalty.
During the quarter directors and management have advanced the ongoing assessment of prospects for investment in mineral exploration and other projects to determine suitable investments for the Company. The opportunities are in South Australia, other Australian states and overseas. Details of the ongoing assessments were provided in the Review of Operations and Operating Results section of the 2014 Annual Report, released on the ASX announcements platform 29 September 2014.
There have been several parties prepared to offer farm-ins, mergers or offers for Marathon to buy exploration leases but further work is required to identify an acceptable opportunity.
In the current market many explorers have very limited cash resources and little opportunity to raise additional capital. Marathon has continued its conservation of cash resources and consequently remains placed better in terms of cash reserves than most other junior explorers.

The directors remain committed to increasing shareholder value through acquisition or merger and continue to vigorously assess available options in line with that strategy. The Board is conscious of the time it has taken to review the opportunities presented, and is confident of securing a suitable venture shortly. The objective of the Board remains to be able to respond quickly and proceed to investment while preserving funds to the maximum extent possible.

MEDIA CONTACT:

Peter Williams John Field Chairman Managing Director Marathon Resources Limited Field Public Relations (08) 8348 3500 (08) 8234 9555
0418 819 527

Appendix 5B Mining exploration entity quarterly report

Appendix 5B

Rule 5.3

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 Quarter ended ("current quarter")

31 107 531 822 30 September 2014

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) (1) Exploration & evaluation

(b) (1) Administration (2) Rent/insurance (3) New business

(a) Development

(b) Due Diligence

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) (1) Takeover Defence costs

(2) Other Initiatives

Net Operating Cash Flows

+ See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 1

Appendix 5B

Mining exploration entity quarterly report

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 53

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-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

+ See chapter 19 for defined terms.

Appendix 5B Page 2 17/12/2010

Appendix 5B Mining exploration entity quarterly report

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1 Loan facilities

3.2 Credit standby arrangements

Estimated cash outflows for next quarter

4.1 Exploration and evaluation

4.2 Development

4.3 Production

4.4 Administration

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.

Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed

+ See chapter 19 for defined terms.

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Appendix 5B

Mining exploration entity quarterly report

6.2 Interests in mining tenements acquired or increased

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.

+ See chapter 19 for defined terms.

Appendix 5B Page 4 17/12/2010

7.12 Unsecured notes (totals only)

Appendix 5B Mining exploration entity quarterly report

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 2014 (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.

+ See chapter 19 for defined terms.

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Appendix 5B

Mining exploration entity quarterly report

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 6 17/12/2010