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1 The letter below is the Third Supplementary Target s Statement issued by Marathon Resources Ltd (Marathon). It supplements Marathon s Target s Statement dated 6 November 2013 relating to the on-market bid for all issued shares in the capital of Marathon by Bentley Capital Limited ACN This Supplementary Target s Statement is to be read together with the Target s Statement as supplemented by the first Supplementary Target s Statement issued by Marathon on 3 December 2013 and the second Supplementary Target s Statement issued by Marathon on 9 December Terms used below have the meanings given in section 8 of the Target s Statement. THIRD SUPPLEMENTARY TARGET S STATEMENT Dear Marathon Shareholder, Marathon issues this Third Supplementary Target s Statement to advise of developments in respect of Marathon s exploration activities and the on-market bid by Bentley Capital Limited. SUMMARY Oakvale Native Title Agreement signed Airborne Electromagnetic Survey completed at Walparuta Bentley Capital Will Not Extend Bid Board Confirms Prior Recommendation OAKVALE NATIVE TITLE AGREEMENT Marathon advises that a Native Title Mining Agreement for Exploration under Part 9B of the Mining Act (SA) in respect of the Oakvale Project (EL5202) has been signed between Australian Desalinated Water Pty Ltd and the Wilyakali People s traditional owner representatives. Marathon, which has an option to acquire Australian Desalinated Water Pty Ltd and the right to explore EL5202 (and other tenements) during the option period which runs until 30 June 2017, has sought approval for a 30 hole (615 metre) drilling program with DMITRE and expects to commence drilling for mineral sands in January Native Title clearance for the drilling program is already in place. The total cost of this drilling program is estimated to be $20,000. 1

AIRBORNE ELECTROMAGNETIC SURVEY COMPLETED AT WALPARUTA Marathon Resources Ltd (MTN) is pleased to advise that an airborne electromagnetic (REPTEM) survey at the Walparuta Project Area has identified

2 AIRBORNE ELECTROMAGNETIC SURVEY COMPLETED AT WALPARUTA Marathon Resources Ltd (MTN) is pleased to advise that an airborne electromagnetic (REPTEM) survey at the Walparuta Project Area has identified multiple conductive features. Two of these features are considered high priority:- One feature occurs along strike and/or adjacent to outcropping copper mineralisation (Copper Ridge); One occurs within psammitic and chemical metasediments (Creagh Dhubh). South Australia The Walparuta Project Area is located 30 kilometres north of Mannahill (Figure 1) and lies within the Olary Domain of the Curnamona Province. The Project Area is comprised of two tenements (EL s 5306 and 4520) and these tenements encapsulate the majority of the Walparuta Inlier (Figure 2). These two tenements are subject to a Letter of Intent with SAEX Pty Ltd under which Marathon may conduct exploration within SAEX s tenements and acquire a 75% interest. The REPTEM survey was flown on 100 metre spaced flight lines over three key areas within the Walparuta Inlier (Figure 2 Areas 1,2 & 3). Broken Hill Walparuta Adelaide Figure 1 Walpurata Project Area Copper Ridge In its Targets Statement at para 3.1 Marathon stated; Copper Ridge Previous explorers have located a coincidental geochemical and a magnetic anomaly. The largest Cu-Au geochemical anomaly covers an area of 500 x 500 metres. The largest magnetic anomaly is a semi-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. Contained within this area described in the Target s Statement as an area of 500 x 500 metres and identified by the REPTEM survey (see figure 3) are two anomalies which occur on the margin of a skarn-like feature. The skarn forms a low lying dome shaped feature containing magnetite, garnet and epidote-rich rocks. The area will be mapped in detail 2

3 ahead of ground magnetic and soil geochemical surveys. This field program will commence in mid-january 2014 and targets will be confirmed for a drilling program in Q1 of Creagh Dhubh Project The Creagh Dhubh anomaly occurs within psammitic and chemical metasediments of the Toraminga Formations. Figure 4 is the Conductive Depth Image (CDI) of the anomaly and Figure 5 is the Conductive Depth Slice (CDS) of the anomaly. The geology in the area of the anomaly is complex, with isoclinal folding and faulting. Drill site locations on this anomaly will be determined by detailed geological mapping which will commence in Q1 of If the detailed geological mapping identifies suitable drill site locations drilling is expected to be carried out during BENTLEY CAPITAL WILL NOT EXTEND BID On Thursday 12 December 2013 Bentley Capital Limited (Bentley) announced it would NOT extend the period of its unconditional on-market takeover offer for Marathon at 2.5 cents per share beyond the close of trade on ASX on 18 December 2013 and will not increase the Offer Price, except in circumstances specified, namely Bentley reserves its right to extend the Offer Period, with or without an increase in the Offer Price, if a competing bid is announced during the Offer Period. MARATHON DIRECTORS CONFIRMATION OF RECOMMENDATION TO REJECT OFFER The Directors take this opportunity to confirm their recommendation that you REJECT the Offer. To do this you should simply do nothing and do not sell your Marathon Shares at the Offer Price of 2.5 cents per Marathon Share. The reasons for your Director s recommending that you REJECT the Offer are set out in Section 2 of the Target s Statement. Your Directors continue to believe that the Offer remains inadequate and highly opportunistic. It does not reflect Marathon s prospects. The Offer Price remains at a substantial discount to the current cash backing per Marathon Share and remains below the current market price for Marathon Shares. For further details and discussion see section 2 of the Target s Statement. 3

4 The risks associated with accepting the Offer, selling Marathon Shares in the market or continuing to hold Marathon Shares are outlined and discussed in section 5 and 6 of the Target s Statement. APPROVAL Signed for and on behalf of Marathon Resources Limited by Peter Williams being a Director authorised to sign this Supplementary Target s Statement pursuant to a resolution passed by the Directors. Dated: 13 December 2013 Peter L Williams Chairman Marathon Resources Ltd For Further Information Contact; Marathon Resources Ltd Dr Shad Linley, Managing Director ABN Unit 8, Glen Osmond Road Eastwood, South Australia T: (61 8) F: (61 8) John Field Managing Director Field Public Relations T: (61 8) M(61) (0) Competent Persons Statement The information in this report that relates to Exploration Targets, Exploration Results, Mineral Resources or Ore Reserves is based on information reviewed 1 and compiled by Dr. John (Shad) Linley. Dr. Linley is the Managing Director of and a full-time employee of Marathon Resources Ltd and is a Fellow of the Australasian Institute of Mining and Metallurgy (AusIMM). Dr. Linley has sufficient experience relevant to the style of mineralisation and type of deposits under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australian Code for Reporting of Exploration Results, Mineral Reserves and Ore Reserves. Dr Linley consents to the inclusion in this report of the matters based on his information in the form and context in which it appears. 1 The geophysical information on which part of this report was based resulted from an airborne electromagnetic survey conducted by a private contractor Geosolutions PtyLtd and its Principal Mr Graham Boyd. 4

5 REPTEM Airborne TDEM Survey Area AREA 1 AREA 2 AREA 3 Adelaide 330kms Olary Broken Hill 140kms REPTEM Airborne TDEM Survey Area 5 Figure 2 - Walparuta Inlier

6 Creagh Dhubh Copper Ridge 6 Figure 3 - EM Flight Lines within Walparuta Inlier

7 Creagh Dhubh WALPARUTA Prospect In-Loop EM Survey PROFILES OF EM RESPONSE Line Figure 4 - Conductive Depth Image, Creagh Dhubh Project 7

8 Creagh Dhubh Figure 5 - Conductive Depth Slice Creagh Dhubh Project 8

Aurora Tank Gold Drilling Update

ASX ANNOUNCEMENT 19 December 2016 Marmota Limited (ASX: MEU) ( Marmota ) Aurora Tank Gold Drilling Update Marmota is pleased to advise that 31 RC holes at Aurora Tank have now been completed. KEY POINTS