AF LEGAL GROUP LTD — Proxy Solicitation & Information Statement 2011

Jul 25, 2011

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25 July 2011

The Manager Company Announcements Office Australian Stock Exchange Limited PO Box H224 Australia Square SYDNEY NSW 2000

Dear Sir/Madam

NOTICE OF GENERAL MEETING

Please find attached the Notice of General Meeting and Proxy Form for a meeting of Navigator Resources Limited to be held on 26 August 2011.

The Notice of Meeting and Proxy Form was posted to shareholders today.

Yours sincerely

NAVIGATOR RESOURCES LTD

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Gerry Kaczmarek Company Secretary

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Ground Floor, 45 Richardson Street WEST PERTH WA 6005 PO Box 276 WEST PERTH WA 6872

Telephone: (08) 9226 5311 Facsimile: (08) 9226 5411 Email: navigator@navigatorresources.com.au Website: www.navigatorresources.com.au

ASX Code: NAV ACN: 063 366 487

ABN: 82 063 366 487

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NOTICE OF EXTRAORDINARY GENERAL MEETING

&

EXPLANATORY STATEMENT

A PROXY FORM IS ENCLOSED

Date: 26 August 2011

Time: 2.30pm (WST)

Place: The Celtic Club 48 Ord Street West Perth, Western Australia, 6005

THIS IS AN IMPORTANT DOCUMENT. PLEASE READ IT CAREFULLY.

If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

CONTENTS PAGE

Notice of Extraordinary General Meeting Agenda Explanatory Statement Glossary 11 Proxy Form

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Extraordinary General Meeting will be held at 2.30pm (WST) on Friday, 26 August 2011 at:

The Celtic Club 48 Ord Street West Perth, Western Australia, 6005

YOUR VOTE IS IMPORTANT

The business of the Extraordinary General Meeting affects your shareholding and your vote is important.

HOW TO VOTE

You may vote by attending the meeting in person, by proxy or by authorised representative.

VOTING IN PERSON

To vote in person, attend the Extraordinary General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) hand delivery to the Company’s registered office at Ground Floor, 45 Richardson Street, West Perth WA 6005;

• (b) post to Navigator Resources Limited, PO Box 276, West Perth WA 6872;

• (c) facsimile to the Company on facsimile number (+61 8) 9226 5411; or

• (d) email to the Company at navigator@navigatorresources.com.au,

so that it is received not later than 2.30pm (WST) on Wednesday, 24 August 2011.

Proxy Forms received later than this time will be invalid.

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of Shareholders will be held at 2.30pm (WST) on Friday, 26 August 2011 at The Celtic Club, 48 Ord Street, West Perth, Western Australia, 6005.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Extraordinary General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Extraordinary General Meeting are those who are registered Shareholders of the Company at 2.30pm (WST) on Wednesday, 24 August 2011.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

RESOLUTION 1 – ISSUE OF UNDERWRITER OPTIONS TO SUB-UNDERWRITERS OF RIGHT ISSUE

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, the Shareholders approve the allotment and issue of up to 480,000,000 options to subscribe for fully paid ordinary shares in the Company to persons who have participated as sub-underwriters to the Rights Issue, on the terms and conditions set out in the Explanatory Statement which accompanies the notice convening this meeting.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by Patersons Securities Limited, any person who may participate in the proposed issue of the Underwriter Options, any person who might obtain a benefit (except a benefit solely in the capacity as a holder of ordinary securities) if this Resolution is passed and any associates of any of those persons. However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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RESOLUTION 2 – RATIFICATION OF UNDERWRITER OPTIONS TO SUB-UNDERWRITERS OF RIGHTS ISSUE ISSUED PRIOR TO THE MEETING

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and issue of 20,000,000 options to subscribe for fully paid ordinary shares in the Company to persons who have participated as sub-underwriters to the Rights Issue issued prior to the meeting, on the terms and conditions set out in the Explanatory Statement which accompanies the notice convening this meeting.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by any person who participated in the issue of the 20,000,000 Underwriter Options and any associates of any of those persons. However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

RESOLUTION 3 – ISSUE OF OPTIONS TO RMB AUSTRALIA HOLDINGS LIMITED (OR ITS NOMINEE)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, the Shareholders approve the allotment and issue of up to 90,000,000 options to subscribe for fully paid ordinary shares in the Company to RMB Australia Holdings Limited (or its nominee), on the terms and conditions set out in the Explanatory Statement which accompanies the notice convening this meeting.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue (being RMB Australia Holdings Limited or its nominee), any person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if this Resolution is passed and any associates of any of those persons. However the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

BY ORDER OF THE BOARD

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GF Kaczmarek Company Secretary Dated: 25 July 2011

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NAVIGATOR RESOURCES LIMITED

ABN: 82 063 366 487

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders of Navigator Resources Limited in connection with the business to be conducted at the Extraordinary General Meeting to be held at 2.30pm (WST) on Friday, 26 August 2011 at The Celtic Club, 48 Ord Street, West Perth, Western Australia, 6005.

At that meeting, Shareholders will be asked to pass resolutions:

• approving an issue of up to 480,000,000 options to persons who participate as sub-underwriters to the Rights Issue pursuant to an Underwriting Agreement dated 8 July 2011; and

• ratifying the issue of 20,000,000 options allotted prior to the Extraordinary General Meeting to persons who participated as sub-underwriters to the Rights Issue pursuant to the Underwriting Agreement; and

• approving an issue of up to 90,000,000 options to RMB Australia Holdings Limited or its nominee pursuant an agreement dated 6 July 2011 in connection with the restructure of the debt facility provided to the Company by RMB Australia Holdings Limited.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolution in the Notice of Meeting.

This Explanatory Statement should be read in conjunction with the accompanying Notice of Meeting.

1. RESOLUTION 1 – ISSUE OF OPTIONS TO SUB-UNDERWRITERS TO RIGHTS ISSUE

1.1 General

• (a) On 20 June 2011, the Company announced a rights issue to all eligible Shareholders. On 8 July 2011 the Company announced the final revised terms for the rights issue.

• (b) The rights issue entitles all eligible Shareholders to apply for seven (7) new Shares at an issue price of 2.0 cents each for every two (2) Shares they hold at the Record Date together with one (1) free attaching New Option for every two (2) new Shares allotted ( Rights Issue ).

• (c) The securities under the Rights Issue are being offered pursuant to the Prospectus dated 8 July 2011.

• (d) Under the terms of the underwriting agreement dated 8 July 2011 between the Company and Patersons Securities Limited ( Underwriting Agreement ), the Company must issue 500,000,000 Underwriter Options to persons who have participated as subunderwriters to the Rights Issue on the same terms as the New Options comprised in the Rights Issue. The Underwriter Options are in addition to the other fees payable to Patersons Securities Limited under the Underwriting Agreement (which fees are described in section 6.9 of the Prospectus).

• (e) Under the Underwriting Agreement, the Company agreed to issue 20,000,000 of the Underwriter Options on 17 August 2011 (being the proposed date of allotment of the new Shares and New Options under the Rights Issue) under its available 15% placement capacity with the balance to be issued subject to, and within two (2) business days after,

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shareholder approval. Accordingly, by the time of the Extraordinary General Meeting those 20,000,000 Underwriter Options will have been issued (and are the subject of Resolution 2).

• (f) Under the Underwriting Agreement, if Shareholders do not approve the issue of the remaining 480,000,000 Underwriter Options, then monetary compensation will be payable by the Company to the sub-underwriters. This compensation has been valued, using the Black & Scholes Option Pricing Model, at 0.6 cents per Underwriter Option. The parameters applied to the model were 60% volatility and 4.75% risk free interest rate.

• (g) If Shareholders do not approve the issue of the 480,000,000 Underwriter Options and the maximum monetary compensation is payable, this will amount to $2.88 million. The payment of this amount could put a severe strain on the Company’s financial position and leave it in a position where it is not fully funded for future activities as outlined in the Prospectus.

1.2 Relevant ASX Listing Rules

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any twelve (12) month period any Equity Securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of fully paid ordinary securities on issue at the commencement of that twelve (12) month period without the prior approval of shareholders at a general meeting.

The Company’s proposed issue of the 480,000,000 Underwriter Options to the sub-underwriters to the Rights Issue requires Shareholder approval under ASX Listing Rule 7.1 and none of the exceptions in ASX Listing Rule 7.2 apply.

1.3 Technical Information required under ASX Listing Rule 7.3

In accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Underwriter Options to the sub-underwriters to the Rights Issue:

• (a) The maximum number of securities the entity is to issue (if known) or the formula for calculating the number of securities the entity is to issue

480,000,000 Options.

• (b) The date by which the entity will issue the securities (which must be no later than 3 months after the date of the meeting)

It is anticipated that, subject to Shareholder approval, the Options will be issued and allotted on one date within two (2) business days after Shareholders approve the issue of the Underwriter Options at the Extraordinary General Meeting and in any event no later than 90 days after the date of the Extraordinary General Meeting, or such later date as approved by ASX by way of ASX granting a waiver under the ASX Listing Rules.

(c) The issue price of the securities, which must be either a fixed price or a minimum price

No premium is payable for the issue of the Underwriter Options. These Underwriter Options are to be issued by the Company as part of the consideration to the subunderwriters for their commitment to take up their portion of the Rights Issue shortfall.

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• (d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The Underwriter Options will be issued to sub-underwriters to the Rights Issue. The identities of the potential allottees are not known to the Company at this time.

(e) The terms of the securities

The Underwriter Options are subject to the terms and conditions set out in Annexure A. These are the terms and conditions that apply to the New Options comprised in the Rights Issue.

(f) The intended use of the funds raised

The proceeds from the exercise of Underwriter Options will be applied towards the Company’s general working capital.

(g) The dates of allotment or a statement that allotment will occur progressively

Refer to paragraph 1.3(b) above.

(h) A voting exclusion statement

A voting exclusion statement for Resolution 1 is included in the Notice of Meeting.

• (i) In the case of an agreement for the allotment of securities which is part of a public offer, a voting exclusion statement in relation to a party to the agreement, and an adequate summary of the agreement

Not applicable.

2. RESOLUTION 2 – RATIFICATION OF 20 MILLION OPTIONS TO SUB-UNDERWRITERS TO RIGHTS ISSUE

2.1 General

As noted above, under the Underwriting Agreement, the Company agreed to issue 20,000,000 of the Underwriter Options on 17 August 2011 (being the proposed date of allotment of the new Shares and New Options under the Rights Issue) under its available 15% placement capacity.

2.2 Relevant ASX Listing Rules

Under ASX Listing Rule 7.4, an issue of securities made without approval under ASX Listing Rule 7.1 (which issue does not breach Rule 7.1) that is subsequently approved by shareholders is treated as having been made with approval for the purpose of ASX Listing Rule 7.1, thereby “refreshing” the Company’s 15% capacity to that extent.

2.3 Technical Information required under ASX Listing Rule 7.5

In accordance with ASX Listing Rule 7.5, the following information is provided in relation to ratifying the issue of Underwriter Options to the sub-underwriters to the Rights Issue to the extent allotted before the Extraordinary General Meeting:

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(a) The number of securities allotted

20,000,000 Underwriter Options.

(b) The price at which the securities were issued

No premium is payable for the issue of the Underwriter Options. The Underwriter Options are issued by the Company as part of the consideration to the sub-underwriters for their commitment to take up their portion of the Rights Issue shortfall.

(c) The terms of the securities

The Underwriter Options are subject to the terms and conditions set out in Annexure A. These are the terms and conditions that apply to the New Options comprised in the Rights Issue.

(d) The names of the allottees or the basis on which allottees were determined

The Underwriter Options will be issued to sub-underwriters to the Rights Issue.

(e) The intended use of the funds raised

The proceeds from the exercise of Underwriter Options will be applied towards the Company’s general working capital.

(f) A voting exclusion statement

A voting exclusion statement for Resolution 2 is included in the Notice of Meeting.

3. RESOLUTION 3 – ISSUE OF OPTIONS TO RMB AUSTRALIA HOLDINGS LIMITED (OR ITS NOMINEE)

3.1 General

• (a) RMBAH has provided a secured cash advance facility ( Facility ) to the Company under a facility agreement dated 30 September 2009 between the Company as borrower, Navigator Mining Pty Ltd as guarantor, Navigator (Bronzewing) Pty Ltd as Guarantor, RMBAH as the financier and RMB as agent, as amended ( Facility Agreement ). As at the date of this Notice of Meeting, $11,105,322.85 remains outstanding.

• (b) The Facility was due to be repaid in a single instalment on 30 June 2011.

• (c) By a letter agreement dated 6 July 2011 ( Extension Letter ), RMBAH has agreed to restructure the Facility as follows:

• (1) a repayment of $3,105,322.85 to be paid on or before 18 August 2011;

• (2) subject to paragraph (3) below, 50% of any amount raised by the Company under the Rights Issue in excess of $15.0 million gross must be applied in debt reduction by payment to RMBAH on 18 August 2011;

• (3) if the Rights Issue raises more than $30.1 million gross, the Facility is repayable in full on 18 August 2011;

• (4) 50% of any amount outstanding under the Facility after 18 August 2011 (that is, after the payments in paragraphs (1) and (2) above have been made) must be

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repaid on 31 March 2012 and the remaining 50% to be repaid on 30 June 2012; and

• (5) the interest rate payable under the Facility is now BBSW plus 7.0% (prior to the Extension Letter, the interest rate was BBSW plus 5.0%) on and from 24 June 2011.

• (d) The Extension Letter also provides that RMBAH shall have the right but not the obligation to make available at its sole and unfettered discretion a further estimated $2.0 million, as working capital for the Company to 18 August 2011, for drawing by the Company prior to 15 August 2011 ( Tranche 3 Facility ). RMBAH’s Investment Committee approval would be required to provide the Tranche 3 Facility and as at the date of this Notice of Meeting, that approval has not yet been granted.

• (e) As per paragraph (c) above, if only the minimum subscription of the Rights Issue of $20.0 million is raised, the Company will be required to repay a total of $5,605,322.85 to RMBAH on 18 August 2011 and the balance of $5.5 million would be payable in two (2) equal instalments on the dates advised in paragraph (c)(4) above (on the basis the Company does not draw the Tranche 3 Facility). If the Company draws the Tranche 3 Facility in the amount of $2.0 million, then the balance of $7.5 million would be payable by two equal instalments on those dates.

• (f) The Company must also issue Options to RMBAH or its nominee which are either, at the Company’s election:

• (1) the greater of 20,000,000 listed Options (which are to have the same terms and conditions as the New Options) or twelve (12) listed Options per $1.00 of debt outstanding as at 18 August 2011; or

• (2) the greater of 10,000,000 unlisted Options (which have an exercise price of 2.1 cents, equal to 5% above the Rights Issue price and a term of five (5) years) or seven (7) unlisted Options per $1.00 of debt outstanding as at 18 August 2011,

( Extension Options ).

• (g) As noted in paragraph (d) above, the Tranche 3 Facility amount is an estimate. The maximum number of Extension Options the subject of Resolution 2 assumes a drawing of the Tranche 3 Facility in the amount of $2.0 million.

• (h) It is a requirement of the Extension Letter that the Extension Options be issued by 19 August 2011 to the extent the Company has capacity under the 15% placement capacity and the balance (if any) issued promptly after shareholder approval is obtained at a shareholders meeting to be held on or before 26 August 2011. The extent of the Extension Options that will be issued to RMBAH (or its nominee) under the Company’s 15% placement capacity is not known at the time of this Notice of Meeting as it will depend on how many Shares are issued under the Rights Issue.

• (i) If Shareholder approval is not given to issue the balance of the Extension Options, the Company will be unable to issue the Extension Options. That will be a breach of the Facility and will give RMBAH rights under the Facility Agreement, including the right to demand the balance owing under the Facility be repaid immediately and enforcing its security. RMBAH has security over all the assets and undertaking of the Company and Navigator (Bronzewing) Pty Ltd and Navigator Mining Pty Ltd.

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3.2 Relevant ASX Listing Rules

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any twelve (12) month period any Equity Securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of fully paid ordinary securities on issue at the commencement of that twelve (12) month period without the prior approval of shareholders at a general meeting.

3.3 Technical Information required under ASX Listing Rule 7.3

In accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Extension Options to RMBAH (or its nominee):

• (a) The maximum number of securities the entity is to issue (if known) or the formula for calculating the number of securities the entity is to issue

• (1) The greater of 20,000,000 listed Options (which are to have the same terms and conditions as the New Options) or twelve (12) listed Options per $1.00 of debt outstanding as at 18 August 2011; or

• (2) the greater of 10,000,000 unlisted Options (which have an exercise price equal to 2.1 cents, being 5% above the Rights Issue price for new Shares, and a term of five (5) years) or seven (7) unlisted Options per $1.00 of debt outstanding as at 18 August 2011.

(b) The date by which the entity will issue the securities (which must be no later than 3 months after the date of the meeting)

It is anticipated that, subject to Shareholder approval, the Extension Options will be issued and allotted on one date promptly after shareholder approval at the meeting and in any event no later than 90 days after the date of the Extraordinary General Meeting, or such later date as approved by ASX by way of ASX granting a waiver under the ASX Listing Rules.

(c) The issue price of the securities, which must be either a fixed price or a minimum price

No premium is payable by RMBAH (or its nominee) for the issue of the Extension Options. These Extension Options are to be issued by the Company as part of the consideration for the Extension Letter.

(d) The names of the allottees (if known) or the basis upon which the allottees will be identified or selected

The Extension Options will be issued to RMBAH (or its nominee).

(e) The terms of the securities

The Extension Options are subject to the terms and conditions set out in Annexure B.

(f) The intended use of the funds raised

If any Extension Options are exercised by RMBAH (or its nominee), the exercise proceeds will be applied towards the Company’s general working capital unless agreed otherwise with RMBAH whilst the Facility remains outstanding.

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(g) The dates of allotment or a statement that allotment will occur progressively

Refer to paragraph 3.3(b) above.

(h) A voting exclusion statement

• A voting exclusion statement for Resolution 3 is included in the Notice of Meeting.

• (i) In the case of an agreement for the allotment of securities which is part of a public offer, a voting exclusion statement in relation to a party to the agreement, and an adequate summary of the agreement

Not applicable.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

Company means Navigator Resources Limited (ABN 82 063 366 487).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) .

Director(s) means the current director(s) of the Company.

Equity Securities has the same meaning as in the ASX Listing Rules.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Extension Option is defined in paragraph 2.1(f) of the Explanatory Statement, all of which are subject to the terms and conditions set out in Annexure B.

Extraordinary General Meeting means the meeting convened by this Notice of Meeting.

Facility is defined in paragraph 3.1(a) of the Explanatory Statement.

Facility Agreement is defined in paragraph 3.1(a) of the Explanatory Statement.

New Options means the Options to be issued to under the Rights Issue as described in the Prospectus.

Notice of Meeting or Notice of Extraordinary General Meeting means this notice of extraordinary general meeting including the Explanatory Statement.

Option means an option to acquire a Share.

Optionholder means a holder of an Option including the holder of an Underwriter Option or an Extension Option, as the case may be.

Prospectus means the prospectus issued by the Company and dated 8 July 2011.

Record Date means the record date for the purpose of determining entitlements of Shareholders to participate in the Rights Issue, which is 19 July 2011.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

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Rights Issue is defined in paragraph 1.1(b) of the Explanatory Statement.

RMB means RMB Resources Limited ACN 074 930 715.

RMBAH means RMB Australia Holdings Limited ACN 003 201 214.

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

Shareholder means a holder of a Share.

Underwriting Agreement is defined in paragraph 1.1(d) of this Explanatory Statement.

Underwriter Options means options to subscribe for Shares to be issued on the terms and conditions set out in Annexure A to this Explanatory Statement and further defined in paragraph 1.1(b) of the Explanatory Statement.

WST means Western Standard Time as observed in Perth, Western Australia.

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ANNEXURE A – TERMS AND CONDITIONS OF UNDERWRITER OPTIONS

The Underwriter Options entitle the holder to subscribe for Shares on the following terms and conditions:

1. Each Underwriter Option will have an exercise price of 4.0 cents ( Exercise Price ).

2. Each Underwriter Option will automatically lapse if not exercised on or before 31 July 2014 ( Expiry Date ).

3. Each Underwriter Options shall entitle the holder to subscribe for and be allotted one (1) ordinary share in the capital of the Company upon exercise of that Option and payment to the Company of the Exercise Price.

4. An Underwriter Option may be exercised by the Optionholder at any time prior to the Expiry Date by sending a completed and signed notice of exercise, together with the payment of the Exercise Price and the certificate for the Underwriter Option to the Company. The Underwriter Options may be exercised in whole or in part.

5. A notice of exercise is only effective when the Company has received the full amount of the Exercise Price in cash or cleared funds.

6. Subject to any restrictions in the ASX Listing Rules, within ten (10) Business Days of receipt of a properly executed notice of exercise and the required exercise moneys, the number of ordinary shares specified in the notice will be allotted.

7. Ordinary shares allotted pursuant to the exercise of the Underwriter Options will rank equally with the then issued ordinary shares of the Company.

8. The Company undertakes to apply for official quotation by the ASX of all ordinary shares allotted pursuant to the exercise of any Underwriter Options, within ten (10) Business Days of the date of allotment of those new ordinary shares.

9. There will be no participating entitlements inherent in the Underwriter Options to participate in new issues of capital which may be offered to Shareholders during the currency of the Underwriter Options. Prior to any new pro rata issue of securities to Shareholders, holders of Underwriter Options will be notified by the Company and will be afforded at least six (6) Business Days before the relevant record date (to determine entitlements to the issue), to exercise the Underwriter Options.

10. In the event of any reorganisation (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Underwriter Options, all rights of the Optionholder will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

11. If from time to time before the expiry of the Underwriter Options the Company makes an issue of Shares to Shareholders by way of a bonus issue, other than in lieu of a dividend payment, then upon exercise of an Underwriter Option the Optionholder will be entitled to have issued to it (in addition to the ordinary shares which it is otherwise entitled to have issued to it upon such exercise) additional Shares. The number of additional Shares is the number of Shares which would have been issued to the Optionholder if the Underwriter Options had been exercised before the record date for the bonus issue.

12. The Underwriter Options do not confer the right to a change in Exercise Price, or a change to the number of underlying securities over which it can be exercised, other than under paragraphs (10) and (11) above.

13. To the extent that any of these terms and conditions are inconsistent or different in any way from any provision of the ASX Listing Rules in respect of options to subscribe for ordinary shares in companies listed on the ASX, the ASX Listing Rules prevail.

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ANNEXURE B – TERMS AND CONDITIONS OF RMBAH OPTIONS

If the Company elects to issue listed Options to RMBAH or its nominee, the Extension Options will have the following terms:

1. Each Extension Option will have an exercise price of 4.0 cents ( Exercise Price ).

2. Each Extension Option will automatically lapse if not exercised on or before 31 July 2014 ( Expiry Date

3. Each Extension Options shall entitle the holder to subscribe for and be allotted one (1) ordinary share in the capital of the Company upon exercise of that Option and payment to the Company of the Exercise Price.

4. An Extension Option may be exercised by the Optionholder at any time prior to the Expiry Date by sending a completed and signed notice of exercise, together with the payment of the Exercise Price and the certificate for the Extension Option to the Company. The Extension Options may be exercised in whole or in part.

5. A notice of exercise is only effective when the Company has received the full amount of the Exercise Price in cash or cleared funds.

6. Subject to any restrictions in the ASX Listing Rules, within ten (10) Business Days of receipt of a properly executed notice of exercise and the required exercise moneys, the number of ordinary shares specified in the notice will be allotted.

7. Ordinary shares allotted pursuant to the exercise of the Extension Options will rank equally with the then issued ordinary shares of the Company.

8. The Company undertakes to apply for official quotation by the ASX of all ordinary shares allotted pursuant to the exercise of any Extension Options, within ten (10 Business Days of the date of allotment of those new ordinary shares.

9. There will be no participating entitlements inherent in the Extension Options to participate in new issues of capital which may be offered to Shareholders during the currency of the Extension Options. Prior to any new pro rata issue of securities to Shareholders, holders of Extension Options will be notified by the Company and will be afforded at least six (6) Business Days before the relevant record date (to determine entitlements to the issue), to exercise the Extension Options.

10. In the event of any reorganisation (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Extension Options, all rights of the Optionholder will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

11. If from time to time before the expiry of the Extension Options the Company makes an issue of Shares to Shareholders by way of a bonus issue, other than in lieu of a dividend payment, then upon exercise of an Extension Option the Optionholder will be entitled to have issued to it (in addition to the ordinary shares which it is otherwise entitled to have issued to it upon such exercise) additional Shares. The number of additional Shares is the number of Shares which would have been issued to the Optionholder if the Extension Options had been exercised before the record date for the bonus issue.

12. The Extension Options do not confer the right to a change in Exercise Price, or a change to the number of underlying securities over which it can be exercised, other than under paragraphs (10) and (11) above.

13. To the extent that any of these terms and conditions are inconsistent or different in any way from any provision of the ASX Listing Rules in respect of options to subscribe for ordinary shares in companies listed on the ASX, the ASX Listing Rules prevail.

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If the Company elects to issue unlisted Options to RMBAH or its nominee, the Extension Options will have the following terms:

1. Each Extension Option will have an exercise price of 2.1 cents ( Exercise Price ).

2. Each Extension Options will automatically lapse if not exercised on or before the date that is five (5) years after the date of the issue of the Extension Options ( Expiry Date ).

3. Each Extension Options shall entitle the holder to subscribe for and be allotted one (1) ordinary share in the capital of the Company upon exercise of that Option and payment to the Company of the Exercise Price.

4. An Extension Option may be exercised by the Optionholder at any time prior to the Expiry Date by sending a completed and signed notice of exercise, together with the payment of the Exercise Price and the certificate for the Extension Option to the Company. The Extension Options may be exercised in whole or in part.

5. A notice of exercise is only effective when the Company has received the full amount of the Exercise Price in cash or cleared funds.

6. Subject to any restrictions in the ASX Listing Rules, within ten (10 Business Days of receipt of a properly executed notice of exercise and the required exercise moneys, the number of ordinary shares specified in the notice will be allotted.

7. Ordinary shares allotted pursuant to the exercise of the Extension Options will rank equally with the then issued ordinary shares of the Company.

8. The Company undertakes to apply for official quotation by the ASX of all ordinary shares allotted pursuant to the exercise of any Extension Options, within ten (10) Business Days of the date of allotment of those new ordinary shares.

9. There will be no participating entitlements inherent in the Extension Options to participate in new issues of capital which may be offered to Shareholders during the currency of the Extension Options. Prior to any new pro rata issue of securities to Shareholders, holders of Extension Options will be notified by the Company and will be afforded at least six (6) Business Days before the relevant record date (to determine entitlements to the issue), to exercise the Extension Options.

10. In the event of any reorganisation (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Extension Options, all rights of the Optionholder will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

11. If from time to time before the expiry of the Extension Options the Company makes an issue of Shares to Shareholders by way of a bonus issue, other than in lieu of a dividend payment, then upon exercise of an Extension Option the Optionholder will be entitled to have issued to it (in addition to the ordinary shares which it is otherwise entitled to have issued to it upon such exercise) additional Shares. The number of additional Shares is the number of Shares which would have been issued to the Optionholder if the Extension Options had been exercised before the record date for the bonus issue.

12. The Extension Options do not confer the right to a change in Exercise Price, or a change to the number of underlying securities over which it can be exercised, other than under paragraphs (10) and (11) above.

13. To the extent that any of these terms and conditions are inconsistent or different in any way from any provision of the ASX Listing Rules in respect of options to subscribe for ordinary shares in companies listed on the ASX, the ASX Listing Rules prevail.

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NAVIGATOR RESOURCES LIMITED ABN: 82 063 366 487 PROXY FORM

Company Secretary, Navigator Resources Limited PO Box 276, WEST PERTH WA 6872 Ph: +61 8 9226 5311; Fax: +61 8 9226 5411

EXTRAORDINARY GENERAL MEETING

I/We

being a member(s) of Navigator Resources Limited and entitled to attend and vote at the Extraordinary General Meeting, hereby appoint

(Name of proxy)

or failing the person/body corporate so named or, if no person/body corporate is named, the Chair of the Extraordinary General Meeting to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Extraordinary General Meeting of the Company to be held at 2.30pm (WST) on Friday, 26 August 2011 at The Celtic Club, 48 Ord Street, West Perth, Western Australia (and at any adjournment thereof). If no directions are given and the proxy is the Chair of the Extraordinary General Meeting, the Chair will vote in favour of all of the Resolutions.

Voting on Business of the Extraordinary General Meeting

Please indicate your voting intentions by placing an_X_in the appropriate box.	FOR	AGAINST	ABSTAIN
Resolution 1– Issue of Options to Sub-Underwriters of Rights Issue
Resolution 2– Ratification of prior issue of Options to Sub-Underwriters of Rights Issue
Resolution 3– Issue of Options to RMB Australia Holdings Ltd

OR

Place an X in the box if the Chair of the Extraordinary General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of the Resolutions.

By marking this box, you acknowledge that the Chair of the Extraordinary General Meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that votes cast by the Chair of the Extraordinary General Meeting for the Resolution other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Resolution.

If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is ___ %.

Signed this day of 2011

By: Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Sole Director & Signature Sole Company Secretary Director/ Signature Company Secretary

INSTRUCTIONS FOR COMPLETING ‘PROXY FORM’

1. A member entitled to attend and vote at a general meeting is entitled to appoint not more than two (2) proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. If two (2) proxies are appointed, each proxy must be allocated a proportion of the member’s voting rights. If a member appoints two (2) proxies and the appointment does not specify this proportion, each proxy may exercise half (½) the votes. A duly appointed proxy need not be a member of the Company.

2. Where a member’s holding is in one (1) name the holder must sign the Proxy Form. Where the holding is in more than one (1) name, all members should sign.

3. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under a power of attorney, the power of attorney must be lodged in like manner as this Proxy Form.

4. Corporate members should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

5. two (2) directors of the company;

6. a director and a company secretary of the company; or

7. for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a Proxy Form will not prevent individual members from attending the Extraordinary General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Extraordinary General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended whilst the member is present at the Extraordinary General Meeting.

2. To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

3. hand delivery to the Company’s registered office at Ground Floor, 45 Richardson Street, West Perth 6005; or

4. post addressed to Navigator Resources Limited, PO Box 276, West Perth WA 6872; or

5. facsimile at +61 8 9226 5411; or

6. email to navigator@navigatorresources.com.au,

so that it is received not later than 2.30pm (WST) on Wednesday, 24 August 2011.

Proxy forms received later than this time will be invalid.