AUREKA LIMITED — AGM Information 2016

Oct 12, 2016

ABN 66 125 140 105

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NAVARRE MINERALS LIMITED

Notice of Annual General Meeting

The Annual General Meeting ( Meeting ) of Shareholders of Navarre Minerals Limited ( Navarre or the Company ) will be held on Friday 25 November 2016 at 11.00am AEDT at the offices of RSM Australia Partners, Level 21, 55 Collins Street, Melbourne, Victoria.

The Explanatory Statement that accompanies and forms part of this Notice describes the matters to be considered at the Meeting. Terms used in this Notice and the accompanying Explanatory Statement are defined in the glossary set out at the end of the Explanatory Statement.

ITEMS OF BUSINESS

Ordinary Business

Annual Accounts and Reports

To receive and consider the Directors’ Report, Financial Report and Auditor’s Report of Navarre for the financial year ended 30 June 2016.

Resolution 1 — Re-appointment of Mr Kevin Wilson as Director

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

That Mr Kevin Wilson, who retires by rotation in accordance with the Constitution and, being eligible, offers himself for election, be re-appointed as a Director.

Resolution 2 — Remuneration Report (non-binding resolution)

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

That the Remuneration Report set out in the Directors’ Report of the Company for the financial year ended 30 June 2016 be adopted.

Special Business

Resolution 3 – Subsequent Approval of the Issue of Equity Securities to Refresh the Company’s 15% Placement Capacity

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

That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholder approval is given to the issue of 14,745,000 equity securities (being 9,830,000 fully paid ordinary shares in the Company at an issue price of $0.029, together with 4,915,000 free attaching unlisted options exercisable at $0.05 each, on or before 31 March 2018) on 1 September 2016, as detailed in the Explanatory Statement.

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Resolution 4 — Issue of Shares to a Director in lieu of Director’s Fees – Mr K Wilson

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

That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the issue of the equivalent of $87,600 in fully paid ordinary shares in the Company to Mr Kevin Wilson, the non-executive chairman of the Company, or his nominee, in lieu of unpaid director’s fees for the period 1 July 2014 to 30 June 2016, on the terms set out in the Explanatory Statement.

Resolution 5 — Issue of Shares to a Director in lieu of Director’s Fees – Mr J Dorward

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

That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the issue of the equivalent of $65,700 in fully paid ordinary shares in the Company to Mr John Dorward, a non-executive director of the Company, or his nominee, in lieu of unpaid director’s fees for the period 1 July 2014 to 30 June 2016, on the terms set out in the Explanatory Statement.

Resolution 6 — Issue of Shares to a Director in lieu of Director’s Fees – Mr C Naylor

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

That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the issue of the equivalent of $65,700 in fully paid ordinary shares in the Company to Mr Colin Naylor, a non-executive director of the Company, or his nominee, in lieu of unpaid director’s fees for the period 1 July 2014 to 30 June 2016, on the terms set out in the Explanatory Statement.

Resolution 7 — Issue of Shares to a Director in lieu of Total Fixed Remuneration – Mr G McDermott

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

That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the issue of the equivalent of $98,024 in fully paid ordinary shares in the Company to Mr Geoff McDermott, Managing Director of the Company, or his nominee, in lieu of total fixed remuneration foregone in the period 1 July 2015 to 30 June 2016, on the terms set out in the Explanatory Statement.

Resolution 8 — Approval of Additional Capacity to Issue Ordinary Shares

To consider and, if thought fit, pass the following resolution as a special resolution:

That for the purposes of Listing Rule 7.1A and for all other purposes, Shareholder approval is given for the issue of ordinary shares by the Company pursuant to Listing Rule 7.1A, such that, subject to the conditions described in the Explanatory Statement, the Company will have the benefit of the additional capacity to issue ordinary shares as contemplated by Listing Rule 7.1A.

By order of the Board

Jane Nosworthy Company Secretary

13 October 2016

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Important Notice – Accessing the Company’s 2016 Annual Report

The Company’s 2016 Annual Report is now available on the Company’s website at www.navarre.com.au/annual-half-year-reports.

You will only receive a printed copy of the Annual Report if you have elected to continue receiving shareholder communications in hard copy.

If you have not elected to continue to receive a printed copy of the Company’s Annual Report but now (or sometime in the future) wish to do so, please contact the Company’s share registry, Boardroom Pty Limited, to change your shareholder communication preferences.

Voting Entitlements

The Company has determined that for the purpose of voting at the Meeting, Shareholders eligible to vote at the Meeting are those persons who are the registered holders of Shares at 7.00pm AEDT on Wednesday 23 November 2016.

How to vote

Your vote is important. You may cast your vote in the following ways :

• by attending and voting at the Meeting on Friday 25 November 2016 at 11.00am AEDT; or

• by completing and returning the enclosed proxy form so that it is received by the Company’s share registry by 11.00am AEDT on Wednesday 23 November 2016; or

• in the case of a corporate shareholder, by appointing a corporate representative to attend the Meeting in person (using a certificate of appointment obtained from the Company’s share registry).

Voting in person

To vote in person, attend the Meeting on the date and at the place specified in the Notice. Shareholders are asked to arrive at the venue 30 minutes prior to the time designated for the Meeting so that the Company may check their shareholdings against the Company’s share register and note attendances.

Voting by proxy

To vote by proxy, the attached proxy form and the power of attorney or other authority (if any) under which it is signed must be provided to the Company’s share registry, Boardroom Pty Limited, in the enclosed Reply Paid envelope, or in any of the following ways:

• Online at www.votingonline.com.au/navarreagm2016

• By post to Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001, Australia

• By hand delivery to Boardroom Pty Limited, Level 12, 225 George Street, Sydney NSW 2000, Australia

• By fax on +61 2 9290 9655

Proxy forms must be received by the share registry no later than 11.00am AEDT on Wednesday 23 November 2016 (or, if the Meeting is adjourned, by no later than 48 hours before the commencement of the resumed meeting).

Proxies must be signed by the Shareholder or the Shareholder’s attorney. Proxies given by corporations must be signed by an attorney or executed by the corporation in accordance with the Corporations Act.

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Voting through a corporate representative

A body corporate that is a Shareholder of the Company may appoint an individual to act as its representative at the Meeting in accordance with section 250D of the Corporations Act. The Company will require a certificate of appointment of the corporate representative, executed in accordance with the Corporations Act.

The certificate of appointment must be lodged with the Company’s share registry (see details above) before the Meeting or at the registration desk on the day of the Meeting. Please contact the Company or Boardroom Pty Limited on +61 1300 737 760 to obtain a certificate of appointment.

Information about proxy voting

Please read the following information carefully if you intend to appoint a proxy to attend the Meeting and vote on your behalf.

Appointment of proxies

A Shareholder entitled to attend and vote at the Meeting may appoint one or, if the Shareholder is entitled to cast two or more votes at the Meeting, two proxies to attend and vote on their behalf. Each proxy will have the right to vote on a poll and also to speak at the Meeting. A proxy need not be a member of the Company and can be either an individual or a body corporate.

Voting by proxies

The appointment of a proxy may specify the proportion or the number of votes that the proxy may exercise. Where two proxies are appointed and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, the votes will be divided equally among the proxies (ie. each proxy may exercise half the votes). If a proxy is not directed how to vote on a resolution, the proxy may vote or abstain from voting on that resolution as they see fit.

Non-attendance by nominated proxy

If a proxy form is returned and no person or body corporate is named as the proxy or the nominated proxy does not attend the meeting, or does not vote on the resolution, the chair of the Meeting will act as proxy and vote in accordance with any instructions.

How the chair of the meeting will vote undirected proxies

The chair of the Meeting will vote undirected proxies in favour of each Resolution on which the chair is entitled to vote as proxy. Proxy appointments in favour of any other Director or the Company Secretary that do not contain a direction on how to vote will be used where possible to support the resolutions proposed in the Notice.

Important information concerning proxy votes for Resolutions 2, 4, 5, 6 and 7

The Corporations Act places certain restrictions on the ability of Key Management Personnel and their Closely Related Parties to vote on the advisory resolution to adopt the Company’s Remuneration Report and resolutions connected directly or indirectly with the remuneration of the Company’s Key Management Personnel.

For these reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and are encouraged to direct their proxy as to how to vote on all Resolutions. If you do not do so, you risk your vote not being cast.

If you appoint the chair of the Meeting as your proxy but do not direct the chair how to vote in respect of any or all of Resolutions 2, 4, 5, 6 or 7, you are providing express authorisation for the chair of the Meeting to vote your proxy in relation to Resolution 2, Resolution 4, Resolution 5, Resolution 6 and/or Resolution 7 (as applicable), notwithstanding that those resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel, which includes the Chairman .

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As noted above, the chair of the Meeting intends to vote undirected proxies in favour of Resolutions 2, 4, 5, 6 and 7. Accordingly, if you appoint the chair of the Meeting as your proxy (including an appointment by default) and you wish to vote differently to how the chair of the Meeting intends to vote on any of Resolutions 2, 4, 5, 6 or 7, you must mark ‘against’ or ‘abstain’ on the proxy form for the relevant Resolution.

Voting Exclusions and Prohibitions

Resolution 2 – In accordance with the Corporations Act, a vote on Resolution 2 must not be cast (in any capacity) by or on behalf of:

• a member of Key Management Personnel whose details are included in the Remuneration Report; or

• a Closely Related Party of such a member.

However, a person described above may vote on Resolution 2 as a proxy if the vote is not cast on behalf of a person described above and either:

• the person does so as a proxy appointed by writing that specifies the way the proxy is to vote on Resolution 2; or

• the person is the chair of the Meeting and the appointment:

• does not specify the way the proxy is to vote on Resolution 2; and

• expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

Resolution 3 – In accordance with Listing Rule 14.11.1, the Company is required to disregard any votes cast on Resolution 3 by a person or an associate of a person who participated in the placement described in the Explanatory Statement. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the chair of 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 4 – The Company will disregard any votes cast on Resolution 4 by or on behalf of:

• (a) Mr Kevin Wilson and any person who is to receive the securities the subject of Resolution 4;

• (b) any person who might obtain a benefit if Resolution 4 is passed, except a benefit solely in the capacity of a holder of ordinary securities; and

• (c) any associates of the persons excluded from voting pursuant to paragraphs (a) and (b) above.

However, the Company need not disregard a vote on Resolution 4 if it is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• the chair of 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.

In accordance with the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 4 if the proxy is either:

• a member of Key Management Personnel; or

• a Closely Related Party of such a member,

and the appointment does not specify the way the proxy is to vote on that particular resolution.

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However, this prohibition does not apply if the proxy is the chair of the Meeting and the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

Resolution 5 – The Company will disregard any votes cast on Resolution 5 by or on behalf of:

• (a) Mr John Dorward and any person who is to receive the securities the subject of Resolution 5;

• (b) any person who might obtain a benefit if Resolution 5 is passed, except a benefit solely in the capacity of a holder of ordinary securities; and

• (c) any associates of the persons excluded from voting pursuant to paragraphs (a) and (b) above.

However, the Company need not disregard a vote on Resolution 5 if it is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• the chair of 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.

In accordance with the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 5 if the proxy is either:

• a member of Key Management Personnel; or

• a Closely Related Party of such a member,

• and the appointment does not specify the way the proxy is to vote on that particular resolution.

However, this prohibition does not apply if the proxy is the chair of the Meeting and the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

Resolution 6 – The Company will disregard any votes cast on Resolution 6 by or on behalf of:

• (a) Mr Colin Naylor and any person who is to receive the securities the subject of Resolution 6;

• (b) any person who might obtain a benefit if Resolution 6 is passed, except a benefit solely in the capacity of a holder of ordinary securities; and

• (c) any associates of the persons excluded from voting pursuant to paragraphs (a) and (b) above.

However, the Company need not disregard a vote on Resolution 6 if it is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• the chair of 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.

In accordance with the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 6 if the proxy is either:

• a member of Key Management Personnel; or

• a Closely Related Party of such a member,

and the appointment does not specify the way the proxy is to vote on that particular resolution.

However, this prohibition does not apply if the proxy is the chair of the Meeting and the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

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Resolution 7 – The Company will disregard any votes cast on Resolution 7 by or on behalf of:

• (a) Mr Geoff McDermott and any person who is to receive the securities the subject of Resolution 7;

• (b) any person who might obtain a benefit if Resolution 7 is passed, except a benefit solely in the capacity of a holder of ordinary securities; and

• (c) any associates of the persons excluded from voting pursuant to paragraphs (a) and (b) above.

However, the Company need not disregard a vote on Resolution 7 if it is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• the chair of 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.

In accordance with the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 7 if the proxy is either:

• a member of Key Management Personnel; or

• a Closely Related Party of such a member,

and the appointment does not specify the way the proxy is to vote on that particular resolution.

However, this prohibition does not apply if the proxy is the chair of the Meeting and the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

Resolution 8 – In accordance with Listing Rule 14.11.1, the Company is required to disregard any votes cast on Resolution 8 by a person or an associate of a person who may participate in the proposed issue of ordinary shares or who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if the resolution is passed. However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the chair of 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.

At this stage, the proposed allottees of the ordinary shares are not known and identified. In accordance with the note to Listing Rule 14.11.1, a person’s vote will only be excluded from voting on Resolution 8 if there is more than a mere possibility that the person will participate in the proposed issue.

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Explanatory Statement

The purpose of this Explanatory Statement is to explain the resolutions in the accompanying Notice of Annual General Meeting and to provide Shareholders with all information known to the Company that is material to a decision on how to vote on those resolutions.

The Directors recommend Shareholders read the Notice and this Explanatory Statement in full before making any decision in relation to the Resolutions.

Capitalised terms in this Explanatory Statement are defined in the glossary at the end of this document.

Consider Accounts and Reports

The Corporations Act requires the Director’s Report, Financial Report and Auditor’s Report of the Company to be laid before the Meeting. Accordingly, the reports for the financial year ended 30 June 2016 will be presented for consideration by Shareholders. No resolution is required on these reports.

The chair of the Meeting will allow a reasonable opportunity for Shareholders to ask questions or make comments about those reports and the management of the Company. Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report.

Resolution 1 – Re-appointment of Mr Kevin Wilson as a Director

Mr Kevin Wilson retires by rotation in accordance with the Constitution and, being eligible for re-election, offers himself for re-appointment as a Director. Details of Mr Wilson’s qualifications and experience are set out in the Company’s 2016 Annual Report.

Directors’ Recommendation

The Directors (other than Mr Wilson) recommend that Shareholders vote in favour of this resolution. Mr Wilson makes no recommendation.

Resolution 2 – Remuneration Report (non-binding resolution)

The Remuneration Report for the financial year ended 30 June 2016 is set out in the Company’s 2016 Annual Report. By way of summary, the Remuneration Report sets out the Company’s remuneration policies and sets out remuneration details for each Director and other Key Management Personnel of the Company.

Shareholders attending the Meeting will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Under the Corporations Act, a listed entity is required to put to the vote a resolution that the Remuneration Report be adopted. The vote on this resolution is advisory only and does not bind the Directors or the Company. However, if at least 25% of the votes cast on Resolution 2 are cast against the adoption of the Remuneration Report at two consecutive annual general meetings, then a ‘board spill resolution’ must be put to the Shareholders proposing the calling of a Shareholder meeting to consider the appointment of Directors.

If a board spill resolution is passed by the Shareholders, the Company is required to hold a further meeting of Shareholders within 90 days to consider replacing those Directors (other than the Managing Director of the Company) in office at the time the Remuneration Report was approved by the Board.

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Less than 25% of votes cast at the last Annual General Meeting of the Company were cast against the resolution to adopt the Remuneration Report for the financial year ended 30 June 2015.

Resolution 3 – Subsequent Approval of Issue of Equity Securities to Refresh the Company’s 15% Placement Capacity

Listing Rule 7.1, known as the “15% rule”, provides that, subject to certain exceptions, prior approval of shareholders is required for the issue of equity securities if the equity securities will, when aggregated with the equity securities issued by a company during the previous 12 months, exceed 15% of the number of equity securities on issue at the commencement of that 12 month period. Listing Rule 7.4 provides that an issue of equity securities made without prior approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the company’s shareholders subsequently approve it.

On 1 September 2016, the Company issued 9,830,000 Shares ( Placement Shares ) and 4,915,000 free attaching unlisted Options ( Placement Options ) under a placement to qualified professional and sophisticated investors. The issue price of the Placement Shares ($0.029 each) was the same as the issue price of new Shares offered by the Company to existing Shareholders under the non-renounceable, prorata 2 for 5 entitlement offer to all shareholders announced on 25 August 2016 ( Entitlement Offer ). The terms of the Placement Options were the same as the terms of the free attaching Options offered to existing Shareholders who applied for and were issued Shares under the Entitlement Offer.

All of the Placement Shares and Placement Options (together, the Placement Securities ) issued by the Company came within the Company’s 15% placement limit under Listing Rule 7.1, which meant that Shareholder approval was not required in advance of the issue. The purpose of seeking the subsequent approval of Shareholders under Listing Rule 7.4 for the issue of the Placement Securities is to ensure that they may be excluded when calculating whether a future issue of equity securities can be accommodated within the 15% limit under Listing Rule 7.1.

Shareholder approval of Resolution 3 will replenish the Company’s placement capacity under the 15% rule and maximise the Company’s flexibility to make further placements to investors without prior Shareholder approval if the Board considers that it is in the Company’s interests to do so.

If Resolution 4 is not passed, the Placement Securities will be counted towards the 15% limit under ASX Listing Rule 7.1 for a period of 12 months from the date of issue.

Additional information required by Listing Rule 7.5

The following information is provided in accordance with Listing Rule 7.5 with respect to Resolution 3:

Date of issue	1 September 2016
Securities issued	 9,830,000 fully paid ordinary shares  4,915,000 free attaching unlisted options to subscribe for fully paid ordinary shares
Issue price	 Placement Shares - $0.029 per Share  Placement Options – nil (the Placement Options are attached to the Placement Shares on the basis of one free attaching Placement Option for every two Placement Shares issued).
Allottees	Professional and sophisticated investor clients of an Australian Financial Service Licence holder

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Terms of issue of securities	 Placement Shares – fully paid ordinary shares in the Company, ranking equally with, and having identical rights to, the Shares already on issue.  Placement Options – exercisable at $0.05 each, on or before 31 March 2018, and otherwise issued on the terms set out in Schedule 1.
Intended use of funds	To accelerate exploration at the Company’s Ararat Gold Project and meet ongoing working capital requirements

A voting exclusion statement applies to Resolution 3, as set out in the Notice.

Directors’ Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

Resolutions 4, 5, 6 and 7 – Approval to Issue Shares in lieu of Directors’ Fees or Total Fixed Remuneration (as applicable)

Background

The share issues proposed under Resolutions 4 to 7 (inclusive) are the result of the agreement of the Directors to forego cash payments for all or part of their normal remuneration. They are not ‘additional’ payments to Directors.

As a result of external economic conditions and the prevailing market sentiment towards small resource companies in recent years, the Company has implemented a range of cost reduction measures to manage its cash position while retaining the ability to undertake further exploration. Those measures resulted in reduced salaries or hours of work for all staff, including a 40% reduction in the total fixed remuneration ( TFR ) of the Managing Director, which took effect from 1 July 2015. The Managing Director’s TFR comprises his base salary and statutory superannuation. At that time, it was agreed that the Company would consider the issue of equity, such as shares or options, in lieu of the portion of TFR foregone by Mr McDermott. In addition, for the last two years, the non-executive Directors have agreed to defer payment of directors’ fees and allow the Company to accrue those fees as expenses in the Company’s accounts. These measures were implemented to enable the Company to conserve cash for exploration activities.

The Company has previously announced that it would consider issuing equity in lieu of remuneration foregone by Directors, subject to shareholder approval. The Company now seeks shareholder approval for the proposed issue of Shares to the Directors ( Remuneration Shares ) in lieu of:

• directors’ fees foregone by the non-executive Directors in respect of the two financial years ended 30 June 2015 and 30 June 2016; and

• the portion of TFR foregone by the Managing Director during the financial year ended 30 June 2016.

• The total amount of remuneration, including statutory superannuation, foregone by Directors in those two financial years is $317,024.

The Company has recently raised additional capital through an underwritten pro-rata entitlement offer to existing shareholders and a concurrent placement. The funds raised are intended to underpin the acceleration of exploration at the Company’s Ararat Gold Project by enabling the Company to maximise the benefit of the co-funding grant received by the Company from the Victorian Government under the TARGET Minerals Exploration Initiative, which has been the subject of previous announcements. Accordingly, notwithstanding the recent increase in the Company’s cash reserves, the Company considers that Resolutions 4 to 7 (inclusive) are appropriate to enable the proceeds of the recent capital raising to be directed to its planned exploration program at the Ararat Gold Project and for any residual amount to provide additional working capital for the Company.

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Maximum number of Remuneration Shares and issue price

It is proposed to calculate the number of Remuneration Shares to be issued to the Directors by dividing the dollar amount of remuneration foregone by Directors, as set out in the table below, by the higher of:

• (a) $0.05; and

• (b) the volume weighted average price ( VWAP ) of Shares calculated over the 5 Trading Days on which trades in Shares were recorded on ASX immediately before the date of the Meeting on 25 November 2016 (the Five Day VWAP ).

Accordingly, the lowest price at which the Remuneration Shares will be issued is $0.05 each, which represents:

• a premium of 22% to the VWAP of Shares for the period from 1 July 2014 to 30 June 2015 ($0.041 per Share), being the first financial year in which directors’ fees were foregone by the non-executive Directors;

• a premium of 56% to the VWAP of Shares for the period from 1 July 2015 to 30 June 2016 ($0.032 per Share), being the second financial year in which directors’ fees were foregone by the non-executive Directors and the financial year in which the Managing Director’s TFR was reduced; and

• a premium of 72% to the price at which Shares were taken up by both existing and new investors under the Company’s recently completed capital raising ($0.029 per Share),

and is the same price as the exercise price of the free attaching options that were issued to participants in that capital raising.

The maximum number of Remuneration Shares to be issued to the Directors, as set out in the table below, has been calculated based on an issue price of $0.05 per Remuneration Shares. If the Five Day VWAP is higher than $0.05, the Remuneration Shares will be issued at that higher price, which means fewer Remuneration Shares will be issued to the Directors than the maximum indicated.

The following table summarises the proposed issue of Remuneration Shares to the Directors:

The following table summarises the proposed issue of Remuneration Shares to the Directors:	The following table summarises the proposed issue of Remuneration Shares to the Directors:	The following table summarises the proposed issue of Remuneration Shares to the Directors:	The following table summarises the proposed issue of Remuneration Shares to the Directors:	The following table summarises the proposed issue of Remuneration Shares to the Directors:
Non-Executive Directors
	Directors’ fees accrued for the period 1 June 2014 to 30 June 2015	Directors’ fees accrued for the period 1 June 2015 to 30 June 2016	Total accrued Directors’ Fees to be converted into Remuneration Shares	Maximum Remuneration Shares to be issued at $0.05 per Share
Kevin Wilson	$43,8001	$43,8001	$87,600	1,752,000
John Dorward	$32,8502	$32,8502	$65,700	1,314,000
Colin Naylor	$32,8502	$32,8502	$65,700	1,314,000
Managing Director
	TFR foregone in the period 1 June 2014 to 30 June 2015	TFR foregone in the period 1 June 2015 to 30 June 2016	Total TFR foregone to be converted into Remuneration Shares	Maximum Remuneration Shares to be issued at $0.05 per Share
Geoff McDermott	N/A	$98,0243	$98,024	1,960,480
		Total	$317,024	6,340,480

1 As non-executive chairman, Mr Wilson is entitled to receive directors’ fees of $40,000 per annum, plus statutory superannuation. 2 As non-executive directors, each of Mr Dorward and Mr Naylor is entitled to receive directors’ fees of $30,000 per annum, plus statutory superannuation.

3 TFR includes base salary and statutory superannuation.

Any fractions of Shares resulting from the calculation of the number of Remuneration Shares to be issued will be rounded down to the nearest whole number.

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Requirement for Shareholder approval

Listing Rule 10.11 provides that a listed company must not issue or agree to issue shares (or other securities) to a related party of the company without the approval of shareholders. For the purposes of Listing Rule 10.11, the Directors are related parties of the Company.

Under ASX Listing Rule 10.13, the notice of meeting to approve an issue of securities under Listing Rule 10.11 must state the issue price of the securities. Accordingly, the Company has obtained from ASX a waiver from Listing Rule 10.13.5 to the extent necessary to permit the issue price of the Remuneration Shares to be determined based on the higher of $0.05 or the Five Day VWAP.

Approval under Listing Rule 7.1 is not required in order to issue the Remuneration Shares as approval is being sought under Listing Rule 10.11. Accordingly, the issue of the Remuneration Shares to the Directors will not be included in the 15% calculation of the Company’s placement capacity for the purposes of Listing Rule 7.1.

Technical information required by Listing Rule 10.13 and other additional information

For the purposes of Shareholder approval, the following information is provided with respect to the proposed issue of Remuneration Shares under Resolutions 4, 5, 6 and 7:

The related parties to whom the resolutions relate		 Kevin Wilson, non-executive Chairman (Resolution 4)  John Dorward, non-executive Director (Resolution 5)  Colin Naylor, non-executive Director (Resolution 6)  Geoffrey McDermott, Managing Director (Resolution 7)	 Kevin Wilson, non-executive Chairman (Resolution 4)  John Dorward, non-executive Director (Resolution 5)  Colin Naylor, non-executive Director (Resolution 6)  Geoffrey McDermott, Managing Director (Resolution 7)	 Kevin Wilson, non-executive Chairman (Resolution 4)  John Dorward, non-executive Director (Resolution 5)  Colin Naylor, non-executive Director (Resolution 6)  Geoffrey McDermott, Managing Director (Resolution 7)	 Kevin Wilson, non-executive Chairman (Resolution 4)  John Dorward, non-executive Director (Resolution 5)  Colin Naylor, non-executive Director (Resolution 6)  Geoffrey McDermott, Managing Director (Resolution 7)
The Remuneration Shares will be issued to		 Mr Wilson or entities associated with Mr Wilson (Resolution 4)  Mr Dorward or entities associated with Mr Dorward (Resolution 5)  Mr Naylor or entities associated with Mr Naylor (Resolution 6)  Mr McDermott or entities associated with Mr McDermott (Resolution 7)
Maximum number of Remuneration Shares to be issued		6,340,480 Remuneration Shares, as set out in the table above.
Date by which the Remuneration Shares will be issued		The Remuneration Shares will be issued as soon as practicable, but in any event no later than one month, after the Meeting.
Issue price of the Remuneration Shares		The higher of:  $0.05; or  the Five Day VWAP.
Terms of issue of the Remuneration Shares		The Remuneration Shares will be fully paid ordinary shares and will rank equally with all other Shares on issue as from the date on which they are issued.
Intended use of funds raised		No funds will be raised from the issue of the Remuneration Shares because the Remuneration Shares are being issued in lieu of payment of outstanding but unpaid directors’ fees (in the case of the non-executive Directors) or TFR foregone (in the case of the Managing Director).
Current interests of Directors in the securities of the Company (held directly or indirectly)		Director	Shares	Options
		Geoffrey McDermott	7,870,929	580,876
		Kevin Wilson	8,921,404	1,274,487
		Colin Naylor	3,209,584	129,311
		John Dorward	6,621,599	945,943

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Effect of issue of Remuneration Shares on capital structure		The effect of the issue of the Remuneration Shares on the capital structure of the Company is set out below (assuming that each of Resolutions 4-7 (inclusive) are approved and the issue price is $0.05 per Remuneration Share): Shares on issue as at the date of the Notice 147,515,725 Maximum number of Remuneration Shares to be issued 6,340,480 Maximum number of Shares on issue after Remuneration Shares issued 153,856,205 Dilution based on current issued capital (non- diluted) 4.3% If the Five Day VWAP is higher than $0.05, less Remuneration Shares will be issued to the Directors than shown in the table above and the dilution effect of the issue of the Remuneration Shares will also be less.
No opportunities or benefits foregone		There are no significant opportunity costs to the Company or benefits foregone by the Company in issuing the Remuneration Shares on the terms proposed. The issue of the Remuneration Shares will enable the Company to utilise its cash reserves for exploration activities and, in the case of the non- executive Directors’ fees, to reduce its accrued liabilities for payment of outstanding directors’ fees.
What will happen if the resolutions are not approved		If Shareholders do not approve the proposed issue of Shares to the non- executive Directors in lieu of directors’ fees, the Company will need to pay those fees to the non-executive Directors in cash. If Shareholders do not approve the proposed issue of Shares to the Managing Director in lieu of salary, the Company may consider other forms of remuneration for the Managing Director, including other equity issues (subject to shareholder approval) or additional cash payments.
Voting Exclusion Statement		A voting exclusion statement applies to each of Resolutions 4, 5, 6 and 7 as set out in the Notice.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act also requires shareholder approval where a public company seeks to give financial benefits to a related party (unless an exception applies). The Directors are related parties of the Company within the meaning of Chapter 2E of the Corporations Act.

One of the exceptions to the requirement to obtain shareholder approval under Chapter 2E of the Corporations Act applies where the financial benefit constitutes part of the related party’s ‘reasonable remuneration’. As the proposed issue of Remuneration Shares effectively replaces Directors’ fees or a portion of TFR (as applicable) that would otherwise have been paid in cash to each Director, the Board considers that the issue of the Remuneration Shares constitutes part of each Director’s reasonable remuneration.

Another exception to the requirement to obtain shareholder approval under Chapter 2E of the Corporations Act applies where a financial benefit is given to a related party on terms that would be reasonable in the circumstances if the public company and the related party were dealing at arm’s length (or terms less favourable to the related party). The minimum price of $0.05 per Remuneration Share that the Company proposes as the basis for calculating the number of Shares that the Company intends to issue is a 72% premium to the subscription price of $0.029 at which Shares were taken up by both existing and new investors under the Company’s recently completed capital raising. If the Five Day VWAP is higher than $0.05, the Remuneration Shares will be issued at that higher price, which will increase the premium to the subscription price of the recent capital raising.

In the case of the proposed issue of Remuneration Shares to the non-executive Directors, it is proposed to convert the debt owed to the non-executive Directors for unpaid directors’ fees into equity on a dollar for

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N A V A R R E M I N E R A L S L I M I T E D

dollar basis, calculated at the issue price of the Remuneration Shares determined as described above. In the case of the proposed issue of Remuneration Shares to the Managing Director, the number of Remuneration Shares to be issued to the Managing Director will be calculated by dividing the dollar amount of TFR foregone by the Managing Director in the 2015-16 financial year by the issue price of the Remuneration Shares, which will be determined as described above. The Company has therefore formed the view that the terms of the proposed financial benefits to the Directors are reasonable and are being provided on, or on terms less favourable, than on an arm’s length basis.

In light of these two exceptions, the Board has formed the view that Shareholder approval under Chapter 2E of the Corporations Act is not required.

Directors’ Recommendation

Each Director abstains from providing a recommendation in respect of the Resolution that proposes the issue of Remuneration Shares to him. For the reasons set out above (including that the proposed Resolutions will enable the Company’s existing cash reserves to be utilised for exploration activities), each remaining Director recommends that Shareholders approve the issue of Remuneration Shares to the named Director (or their nominee).

Resolution 8 – Approval of Additional Capacity to issue Ordinary Shares

Listing Rule 7.1A entitles eligible entities to issue equity securities of up to 10% of the Company’s existing issued capital, subject to shareholder approval. In this regard, approval is sought from the Shareholders for the issue of Shares by the Company pursuant to Listing Rule 7.1A, such that the Company will have the benefit of the additional capacity to issue ordinary shares as contemplated by Listing Rule 7.1A.

Resolution 8 is a special resolution and therefore must be approved by at least 75% of the total number of votes cast by Shareholders entitled to vote on the resolution (in person, by proxy, by attorney or, in the case of a body corporate, by a corporate representative).

An eligible entity for the purposes of Listing Rule 7.1A is an entity that, at the time of its annual general meeting, is not included in the S&P/ASX300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

If Resolution 8 is passed, the maximum number of Shares that the Company will be entitled to issue is the number calculated in accordance with the following formula (as set out in Listing Rule 7.1A.2):

(A x D) - E

where:

• A = the number of fully paid ordinary securities on issue 12 months before the date of issue or agreement,

• plus the number of fully paid ordinary securities issued in the 12 months under an exception in Listing Rule 7.2,

• plus the number of partly paid ordinary securities that became fully paid in the 12 months,

• plus the number of fully paid ordinary securities issued in the 12 months with the approval of Shareholders under Listing Rule 7.1 or Listing Rule 7.4,

• less the number of fully paid ordinary securities cancelled in the 12 months.

D = 10%

• E = the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of Shareholders under Listing Rule 7.1 or Listing Rule 7.4.

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For example, on 30 September 2016, the Company had 147,515,725 Shares on issue. Assuming 1 million Shares are issued between 30 September 2016 and 30 September 2017 (eg. pursuant to options being exercised) then the Company will, as at 30 September 2017, be able to issue 14,851,572 Shares. This assumes a value of nil for variable “E” above.

The ability to issue ordinary shares under Listing Rule 7.1A is in addition to the Company’s ability to issue ordinary shares of up to 15% of its existing issued capital over a 12 month period without Shareholder approval permitted by Listing Rule 7.1.

Additional information required by Listing Rule 7.3A

The following information is provided in accordance with Listing Rule 7.3A with respect to Resolution 8:

• Minimum Price: The issue price of each Share will be no less than 75% of the VWAP over the 15 trading days on which trades in that class were recorded immediately before:

• the date on which the price at which the Shares are to be issued is agreed; or

• if the Shares are not issued within 5 trading days of the date on which the price is agreed, the date on which the Shares are issued.

• Dilution: If Resolution 8 is passed, and the Company issues Shares pursuant to the approval under Listing Rule 7.1A, the existing Shareholders’ voting power in the Company will be diluted with examples of such dilution being set out in the table below. There is a risk that:

• the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and

• the Shares may be issued at a price that is at a discount to the market price for those Shares on the issue date,

which may have an effect on the amount of funds raised by the issue of the Shares.

As required by Listing Rule 7.3A.2, the table below shows the potential dilution of existing Shareholders on the basis of three different assumed issue prices and values for the variable “A” calculated in accordance with the formula in Listing Rule 7.1A.2 (as set out above). The following assumptions are made in the table:

• the issue price is the closing price of the Company’s Shares on 30 September 2016;

• the number of Shares on issue is at 30 September 2016. This could increase as a result of the issue of Shares either with or without shareholder approval; and

• the Company issues the maximum number of Shares as are permitted under Resolution 8.

Variable “A” in Listing Rule 7.1A.2 (Number of Shares on issue)	50% decrease in issue price $0.015	50% decrease in issue price $0.015	Issue price $0.03	Issue price $0.03	100% increase in issue price $0.06	100% increase in issue price $0.06
	10% Voting Dilution	Capital Raised	10% Voting Dilution	Capital Raised	10% Voting Dilution	Capital Raised
147,515,725 (Current)	14,751,572	$221,273	14,751,572	$442,547	14,751,572	$885,094
221,273,588 (50% increase in Current Variable A)	22,127,358	$331,910	22,127,358	$663,820	22,127,358	$1,327,641
295,031,450 (100% increase in Current Variable A)	29,503,145	$442,547	29,503,145	$885,094	29,503,145	$1,770,188

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• Issue Date: Shareholder approval obtained under Listing Rule 7.1A is valid for a period commencing on the date of the Meeting and expiring on the first to occur of the following:

• the date that is 12 months after the date of the Meeting, being 25 November 2016; and

• the date of approval by the Shareholders of a transaction under Listing Rule 11.1.2 (significant change to the nature or scale of the Company’s activities) or Listing Rule 11.2 (disposal by the Company of its main undertaking).

• Purpose: The purpose for which Shares may be issued pursuant to the approval under Listing Rule 7.1A may be to raise funds for the Company and as non-cash consideration. Funds raised from the issue, if undertaken, would be used for exploration expenses, general working capital requirements and, potentially, the acquisition of new resources (including tenements and expenses associated with such acquisitions).

If the Company issues any Shares for non-cash consideration, the Company will release to the market a valuation of the non-cash consideration that demonstrates that the issue price of the Shares complies with Listing Rule 7.1A.3.

• Allocation Policy: The allottees may comprise existing Shareholders or new investors or a combination of both. The allottees will be determined by the Board, taking into account:

• alternative options for raising funds if applicable. For example, the Board will consider whether it is appropriate to raise required funds by way of an entitlement issue;

• the purpose of the issue;

• the impact of the issue on the control of the Company;

• market conditions and the financial position of the Company; and

• if applicable, advice from external advisors.

• The Company does not yet know the names of the allottees or, other than described above, the basis on which they will be identified or selected.

• The Company notes that:

• the Board has formed no specific intentions to offer any placement to any existing Shareholders, class of Shareholder or new investors;

• the Board will, prior to make any placement, consider whether the raising of funds could be achieved by means of an entitlement issue to existing Shareholders; and

• if any placement is announced, the Company would, in accordance with Listing Rule 3.10.5A, disclose its reasons for undertaking that particular issue as a placement, rather than an entitlements issue to existing Shareholders.

• The Company obtained Shareholder approval under Listing Rule 7.1A at its previous Annual General Meeting held on 13 November 2015.

• For the purposes of Listing Rule 7.3A.6(a), the table below shows the total number of equity securities issued in the 12 months preceding the date of this Meeting (being the 12 months to 25 November 2016) and the percentage those issues represent of the total number of equity securities on issue at the commencement of the 12 month period.

Equity securities issued in the prior 12 month period	49,168,779 Shares 24,584,402 Options
Percentage previous issues represent of total diluted number of 100,246,946 equity securities on issue at commencement of 12 month period (98,346,946 Shares and 1,900,000 Options)	74%

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• For the purposes of Listing Rule 7.3A.6(b), set out below are details of each issue of equity securities that has taken place in the 12 month period preceding the date of this Meeting (being the 12 months to 25 November 2016):

• 9,830,000 Shares and 4,915,000 free attaching Options (exercise price $0.05, expiry 31 March 2018) issued on 1 September 2016 at an issue price of $0.029 per Share (for a total cash consideration of $285,070 before costs) by a placement to various sophisticated and professional investors, as described above in relation to Resolution 4. The issue price represented a discount of 3% to the closing price of Shares on 31 August 2016 (the last trading day on which sales of Shares were recorded immediately prior to the issue date). All of the Shares and Options issued under this placement were issued pursuant to the Company’s 15% placement capacity under Listing Rule 7.1.

• 12,851,789 Shares and 6,425,907 free attaching Options (exercise price $0.05, expiry 31 March 2018) issued on 23 September 2016 to eligible shareholders who participated in the Company’s 2016 Entitlement Offer at an issue price of $0.029 per Share (for a total cash consideration of $372,701 before costs). The issue price represented a discount of 9% to the closing price of Shares on 23 September 2016. The funds were raised to accelerate exploration at the Company’s Ararat Gold Project and will also be applied to meet the expenses of the Entitlement Offer and ongoing working capital requirements.

• 26,486,990 Shares and 13,243,495 free attaching Options (exercise price $0.05, expiry 31 March 2018), representing the shortfall from the Company’s 2016 Entitlement Offer, issued on 28 September 2016 to nominees of the underwriters to the Entitlement Offer, Patersons Securities Limited, pursuant to the underwriting arrangements set out in the Company’s prospectus dated 25 August 2016, at an issue price of $0.029 per Share (for a total cash consideration of $768,122 before costs). The issue price represented a discount of 3% to the closing price of Shares on 28 September 2016. The funds were raised to accelerate exploration at the Company’s Ararat Gold Project and will also be applied to meet the expenses of the Entitlement Offer and ongoing working capital requirements.

The total cash consideration raised from the equity issues described above was $1,425,393 before expenses. As at the date of this Notice, approximately $300,000 of that cash has been spent on exploration at the Company’s Ararat Gold Project, expenses of the equity issues and administration costs. The remaining cash is to be applied predominantly to further exploration at Ararat, in addition to meeting ongoing administration and corporate costs and for working capital.

• A voting exclusion statement applies to Resolution 8, as set out in the Notice.

Directors’ Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 8.

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Glossary

Annual Report the Company’s 2016 Annual Report ASX ASX Limited (ACN 008 624 691) Board the board of Directors Business Day a trading day on the financial market operated by ASX Company (or Navarre ) Navarre Minerals Limited (ACN 125 140 105) Constitution the constitution of the Company Corporations Act Corporations Act 2001 (Cth) Closely Related Party

in respect of a member of Key Management Personnel, certain family members and dependants of the member and companies controlled by the member, as defined in section 9 of the Corporations Act

a director of the Company

Director Explanatory Statement Five Day VWAP

this explanatory statement

the VWAP of Shares calculated over the 5 Trading Days on which trades in Shares were recorded on ASX immediately before the date of the Meeting on Friday 25 November 2016

has the meaning given to that term in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise)

Key Management Personnel

the Listing Rules of ASX

Listing Rules Meeting

the Annual General Meeting of the Company to be held on Friday 25 November 2016 at 11:00am (Melbourne time)

the Company’s non-executive Directors, being Mr John Dorward, Mr Colin Naylor and Mr Kevin Wilson

Non-Executive Directors

the Notice of Annual General Meeting accompanying this Explanatory Statement

Notice the Notice of Annual General Meeting accompanying this Explanatory Statement Option an option issued to subscribe for a Share Option Plan the Navarre Minerals Limited Option Plan Remuneration Report contained in the Director’s Report section of the Annual Report Resolution a resolution contained in the Notice Share a fully paid ordinary share in the capital of the Company Shareholder (or member ) a registered member of the Company

total fixed remuneration, comprising base salary and statutory superannuation

TFR

means a day determined by ASX to be a trading day and notified to market participants

Trading Day

the volume weighted average price of Shares

VWAP

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Schedule 1 – Terms of Placement Options (Resolution 3)

• (a) Entitlement

Each Option entitles the holder to subscribe for one fully paid ordinary share ( Share ) in the capital of Navarre Minerals Limited ( Company ) upon exercise of the Option.

• (b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.05 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (AEST) on 31 March 2018 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

• (e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company. The Options may be exercised either in whole or in part. If the Options are exercised in part, each Notice of Exercise must be for not less than 1,000 Shares and thereafter in multiples of 1,000 Shares.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; and

• (ii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

• (i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of the holders of Options are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

• (k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised in the event of the Company making a pro-rata issue of Shares or other securities to holders of Shares.

(l) Unquoted

The Company will not apply for quotation of the Options on ASX.

(m) Transferability

The Options are transferable with the prior written approval of the Company, subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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All Correspondence to:

 By Mail: Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:00am AEDT on Wednesday 23 November 2016.

 TO VOTE ONLINE STEP 1: VISIT www.votingonline.com.au/navarreagm2016 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

BY SMARTPHONE Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company's securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding: where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:00am AEDT on Wednesday 23 November 2016. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an "Appointment of Corporate Representative" prior to admission. An Appointment of Corporate Representative form can be obtained from the company's securities registry.

 Online www.votingonline.com.au/navarreagm2016  By Fax +61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration.

Navarre Minerals Limited

ABN 66 125 140 105

Your Address

This is your address as it appears on the company's share register. If this is incorrect, please mark the box with an "X" and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Navarre Minerals Limited and entitled to attend and vote hereby appoint:

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the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

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or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of Navarre Minerals Limited to be held at the offices of RSM Australia Partners, Level 21, 55 Collins Street, Melbourne VIC on Friday 25 November 2016 at 11:00am AEDT and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 2, 4, 5, 6 & 7, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 2, 4, 5, 6 & 7 are connected with the remuneration of a member of the key management personnel for the Navarre Minerals Limited

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 2, 4, 5, 6 & 7). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Re-appointment of Mr Kevin Wilson as Director Resolution 2 Remuneration Report (non-binding resolution) Resolution 3 Subsequent approval of the issue of equity securities to refresh the Company’s 15% placement capacity

Resolution 4 Issue of Shares to a Director in lieu of Director’s Fees – Mr K Wilson

Resolution 5 Issue of Shares to a Director in lieu of Director’s Fees – Mr J Dorward

Resolution 6 Issue of Shares to a Director in lieu of Director’s Fees – Mr C Naylor

Resolution 7 Issue of Shares to a Director in lieu of Total Fixed Remuneration – Mr G McDermott

Resolution 8 Approval of Additional Capacity to Issue Ordinary Shares

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==> picture [23 x 20] intentionally omitted <==

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2016