AF LEGAL GROUP LTD — Proxy Solicitation & Information Statement 2013

Feb 6, 2013

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7 February 2013

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

Dear Sir/Madam

NOTICE OF EXTRAORDINARY GENERAL MEETING

Please find attached the Notice of Meeting, Explanatory Statement and Proxy Form for a General Meeting of the Company to be held at 10.00am (WST) on Thursday, 7 March 2013 at The Celtic Club, 48 Ord Street, West Perth, Western Australia.

Yours sincerely

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Padraig O’Donoghue CFO & Company Secretary

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

PROXY FORM

Date: 7 March 2013

Time: 10.00am (WST)

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

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

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Extraordinary General Meeting will be held at 10.00am (WST) on Thursday, 7 March 2013 at:

The Celtic Club 48 Ord Street West Perth, Western Australia

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, 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 10.00am (WST) on Tuesday, 5 March 2013.

Proxy Forms received later than this time will be invalid.

1

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the Extraordinary General Meeting of Shareholders will be held at 10.00am (WST) on Thursday, 7 March 2013 at The Celtic Club, 48 Ord Street, West Perth, Western Australia.

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 5.00pm (WST) on Tuesday, 5 March 2013.

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

AGENDA

1. RESOLUTION 1 – CONSOLIDATION OF CAPITAL

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

"That, pursuant to and in accordance with section 254H of the Corporations Act, Listing Rule 7.20, rule 2.3 of the Constitution and for all other purposes, the Company be authorised to undertake a consolidation of its issued capital on a 1 for 1000 basis and that the Options on issue be adjusted in accordance with the Listing Rules, with any fractional entitlements being rounded up to the nearest whole number, on the terms and conditions in the Explanatory Statement."

BY ORDER OF THE BOARD

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Padraig O’Donoghue Company Secretary

Dated: 1 February 2013

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Extraordinary General Meeting to be held at The Celtic Club, 48 Ord Street, Western Australia at 10.00am (WST) on Thursday, 7 March 2013.

This Explanatory Statement should be read in conjunction with and forms part of the accompanying Notice. 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.

1. CAPITAL CONSOLIDATION

The Company proposes to consolidate its share capital through the conversion of every one thousand (1,000) Shares in the Company into one Share in the Company. Similarly, the number of Options on issue will be consolidated on the basis of (1,000) Options into one Option and the exercise price of such Options will increase according to the consolidation ratio.

Section 254H of the Corporations Act enables a company to convert all or any of its securities into smaller number of securities by a resolution passed at a general meeting. The conversion proposed by Resolution 1 is permitted under section 254H of the Corporations Act and Listing Rules 7.20 and 7.22.

If Resolution 1 is passed by ordinary resolution at the Meeting, it is anticipated that trading in consolidated shares on a deferred settlement basis will commence on 12 March 2013, with the consolidation taking effect from 19 March 2013 (or such other subsequent date as notified by the Company to the ASX) in accordance with the timetable set out below.

Reasons for the consolidation

(a) Share Liquidity Improvement

The 30 January 2013 closing price of the Shares on ASX was $0.001. This is an unusual situation for an ASX-listed company because it is the lowest trading price supported by ASX. This situation hinders trading in the Shares because Shareholders cannot sell their Shares below this value and the next upward price increment allowed by ASX is double that price at $0.002 per Share. The proposed consolidation of the issued capital of the Company will make it easier for the Shares to trade on ASX by allowing the Shares to trade below the current trading price if required and enabling the Shares to trade at smaller price increments relative to the Share price.

(b) Funding Options

The Company wants the ability to price any future pro-rata entitlement offer at a price that is a discount to the price that the Shares that are traded on the ASX, should that be the best funding alternative available for the Shareholders. As explained above in paragraph 1a), the Company is currently prevented from issuing new Shares at a discount to the closing price of the Shares on ASX as at 30 January 2013. The proposed capital consolidation will enable the Company to price any future pro-rata entitlement offer and issue of new shares at a discount to the market price of the Shares on ASX.

(c)

Unmarketable Parcels

The Company is considering implementing a share sale facility which will provide eligible Shareholders with the opportunity to sell their small shareholding without incurring any brokerage costs. If implemented, the facility will be available to Shareholders whose registered address is in Australia or New Zealand and who on the record date are holders of Shares with an aggregate market value of less than $500 (ie unmarketable parcel). Before implementation of the share sale facility, the Company wants the liquidity improvement in its Shares, which is anticipated to occur upon completion of the proposed capital consolidation.

Effect of the consolidation

The consolidation will not result in any change to the substantive rights and obligations of Shareholders. As the consolidation applies equally to all of the Shareholders, individual shareholdings will be reduced in the same ratio as the total number of the Company’s Shares (subject only to the rounding of fractions). It follows that the consolidation will have no material effect on the percentage interest of each individual Shareholder. However, the price per Share can be expected to increase to reflect the reduced number of Shares on issue.

The purpose of the consolidation of the existing issued capital of the Company is to reduce the number of existing securities on issue. For example, a Shareholder currently holding 100,000 Shares, will as a result of the consolidation, hold 100 Shares.

The Consolidation will not affect the Company's balance sheet and tax position which will remain unaltered. However, if Resolution 1 is passed:

• (a) the number of Shares on issue will reduce from 18,222,175,923 to 18,222,175;

• (b) the number of listed Options (exercisable on or before 31 July 2014) on issue will reduce from 835,096,124 to 835,096 and the exercise price of the listed Options will be adjusted in accordance with Listing Rule 7.22.1; and

• (c) the number of unlisted Options (with various expiry dates) on issue will reduce from 58,786,657 to 58,786 and the exercise price of the unlisted Options will be adjusted in accordance with Listing Rule 7.22.1.

Tax implications for Shareholders

Shareholders are encouraged to seek and rely only on their own professional advice in relation to their tax position. Neither the Company or any of its officers, employees or advisors assumes any liability or responsibility for advising Shareholders about the tax consequences for them from the proposed capital consolidation. The capital consolidation will occur through the conversion of every one thousand (1,000) Shares into one (1) Share and the conversion of both listed and unlisted Options in the same ratios as the Shares.

Timetable for consolidation

If Resolution 1 is passed, the capital consolidation will take effect in accordance with the following table (as set out in the Listing Rules):

Event	Anticipated Date
Company announces capital consolidation and despatches Notice	7 February 2013
Company notifies ASX that Shareholder have approved the capital consolidation	7 March 2013
Last day for trading in pre-capital consolidation securities	11 March 2013
Trading of post-capital consolidation securities on a deferred settlement basis	12 March 2013
Last day to register transfers on a pre-capital consolidation basis	18 March 2013
First day to register transfers on a post-capital consolidation basis	19 March 2013
Latest date for Company to send notice to each security holder of pre and post capital consolidation holdings	26 March 2013

The above dates are indicative only and are subject to change.

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Other information

Where the consolidation of a Shareholder’s holding results in an entitlement to a fraction of a Share, the fraction will be rounded up to the nearest whole number of Shares. If the Company reasonably believes that a Shareholder has been a party to the division of a shareholding in an attempt to obtain an advantage from this treatment of fractions, the Company may take appropriate action, having regard as appropriate to the terms of the Constitution and the Listing Rules. In particular, the Company reserves the right to disregard the division of the Shareholder for the purposes of dealing with fractions so as to round up any fraction to the nearest whole number of Shares that would have been received but for the division. Other than as set out in the Notice of Meeting, and other than information previously disclosed to the Shareholders, there is no other information that is known to the Directors which may reasonably be expected to be material to the making of a decision by the Shareholders whether or not to vote in favour of the capital consolidation.

Directors’ recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 1.

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GLOSSARY

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the current board of directors of the Company.

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

Constitution means the constitution of the Company as at the date of the Extraordinary General Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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

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

Listing Rules means the listing Rules of ASX.

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

Option means an option to acquire a Share.

Proxy Form means the proxy form attached to the Notice of Meeting.

Resolution means the resolution set out in the Notice of Meeting.

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

Shareholder means a holder of a Share.

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

In the Notice and the Explanatory Statement, words importing the singular include the plural and vice versa.

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THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

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The Company Secretary Navigator Resources Limited By delivery: Ground Floor 45 Richardson Street West Perth WA 6005

NAVIGATOR RESOURCES LIMITED ABN: 82 063 366 487 PROXY FORM

By post: PO Box 276 West Perth WA 6872

By facsimile: +61 (08) 9226 5411

Name of Shareholder:

Address of Shareholder:

Number of Shares entitled to vote:

Please mark  to indicate your directions. Further instructions are provided overleaf.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the Meeting.

Step 1 – Appoint a Proxy to Vote on Your Behalf

I/We being Shareholder/s of the Company hereby appoint:

The Chairman of the OR if you are NOT appointing the Chairman of the Meeting (mark box)  Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Meeting to be held at 10.00am (WST) on 7 March 2013, at The Celtic Club, 48 Ord Street, West Perth, Western Australia, at any adjournment or postponement of that Meeting.

Important – If the Chairman of the Meeting is your proxy or is appointed your proxy by default

If the Chairman of the Meeting is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the 'for', 'against' or 'abstain' box in relation to Resolution 1, you will be authorising the Chairman to vote in accordance with the Chairman's voting intentions on Resolution 1. The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 1.

Step 2 - Instructions as to Voting on Resolution

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

For Against Abstain

Resolution 1 Consolidation of Capital

Authorised signature/s

This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact Daytime Telephone

Contact Name

Date

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate 'Certificate of Appointment of Representative' should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile or email transmission at the Perth office of the Company (Ground Floor, 45 Richardson Street, West Perth, WA 6005 or by post to P.O. Box 276, West Perth WA 6872 ,by Facsimile (08) 9226 5411 if faxed from within Australia or +61 8 9226 5411 if faxed from outside Australia), or by email to navigator@navigatorresources.com.au not less than 48 hours prior to the time of commencement of the Meeting (WST).