AUREKA LIMITED — AGM Information 2018

Oct 22, 2018

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NAVARRE MINERALS LIMITED ABN 66 125 140 105

Notice of Annual General Meeting

The Annual General Meeting ( Meeting ) of Shareholders of Navarre Minerals Limited ( Navarre or Company ) will be held on Friday 23 November 2018 at 10.30am 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

1. 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 2018.

2. Remuneration Report (Resolution 1 – non-binding)

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 2018 be adopted.

3. Re-election of Mr Colin Naylor as a Director (Resolution 2)

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

That Mr Colin Naylor, who retires by rotation in accordance with the Constitution, being eligible, be re-elected as a Director.

Special Business

4. Ratification of prior issue of securities under ASX Listing Rule 7.1 (Resolution 3)

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, Shareholders ratify the issue of 33,980,000 fully paid ordinary shares in the Company to qualified professional and sophisticated investors on 20 August 2018 at an issue price of $0.05 per share, as detailed in the Explanatory Statement.

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5. Ratification of prior issue of equity securities (share options) under ASX Listing Rule 7.1 (Resolution 4)

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, Shareholders ratify the issue of 1,000,000 unlisted share options in the Company to Mentat Investments Pty Ltd a nominee of Waterhouse Investor Relations on 6 June 2018, as detailed in the Explanatory Statement.

6. Approval of Additional Capacity to Issue Ordinary Shares (Resolution 5)

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

Colin Naylor Company Secretary

4 October 2018

Important Notice – Accessing the Annual Report

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

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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 21 November 2018.

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 23 November 2018 at 10.30am AEDT; or

• by completing and returning the enclosed proxy form so that it is received by the Company’s share registry by 10.30am AEDT on Wednesday 21 November 2018; 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/navarreagm2018

• 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 10.30am AEDT on Wednesday 21 November 2018 (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.

Voting through a corporate representative

A body corporate that is a Shareholder 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.

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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 (i.e. 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 Resolution 1

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 Remuneration Report and resolutions connected directly or indirectly with the remuneration of the 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 Resolution 1, you are providing express authorisation for the chair of the Meeting to vote your proxy in relation to Resolution 1, notwithstanding that Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chairman .

As noted above, the chair of the Meeting intends to vote undirected proxies in favour of Resolution 1. 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 Resolution 1, you must mark ‘against’ or ‘abstain’ on the proxy form for Resolution 1.

Voting Exclusions and Prohibitions

Resolution 1 – In accordance with the Corporations Act, a vote on Resolution 1 must not be cast in favour of Resolution 1 (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.

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However, a person described above may vote on Resolution 1 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 1; or

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

• does not specify the way the proxy is to vote on Resolution 1; 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.

Resolution 3 – In accordance with Listing Rule 14.11.1, the Company is required to disregard any votes cast in favour of Resolution 3 by any person who participated in the placement described in the Explanatory Statement in relation to Resolution 3 and any person who is an associate of such a person. 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 if 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 4 – In accordance with Listing Rule 14.11.1, the Company is required to disregard any votes cast in favour of Resolution 4 by any person who participated in the issue of the share options and any person who is an associate of such a person. 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 if 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 5 – In accordance with Listing Rule 14.11.1, the Company is required to disregard any votes cast in favour of Resolution 5 by a person or an associate of a person who is expected to participate in the proposed issue of ordinary shares or who will obtain a material 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 if 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. 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 5 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 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.

Item 1: 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 2018 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.

Item 2: Remuneration Report (Resolution 1 – non-binding)

The Remuneration Report for the financial year ended 30 June 2018 is set out in the Annual Report. The Remuneration Report sets out the Company’s remuneration policies and remuneration details for each Director and other member of the Key Management Personnel.

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 1 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.

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 2017.

Item 3: Re-appointment of Mr Colin Naylor as a Director (Resolution 2)

Mr Colin Naylor 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 Naylor’s qualifications and experience are set out in the Company’s 2018 Annual Report.

Directors’ Recommendation

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

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Item 4: Ratification of Prior Issue of Equity Securities under ASX Listing Rule 7.1 (Resolution 3)

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.

In August 2018, the Company issued a total of 33,980,000 Shares (Placement Shares) under a placement to qualified professional and sophisticated investors. The issue price of the Placement Shares was $0.05 per share. All of the Placement Shares 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 Shares 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 3 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	20 August 2018
Securities issued	33,980,000 fully paid ordinary shares
Issue price	Placement Shares - $0.05 per Share
Allottees	Professional and sophisticated investor clients of an Australian Financial
	Service Licence holder
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.
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.

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Item 5: Ratification of prior issue of equity securities (share options) under ASX Listing Rule 7.1 (Resolution 4)

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.

In June 2018, the Company issued a total of 1,000,000 Options to Mentat Investments Pty Ltd, a nominee of Waterhouse Investor Relations. The Options were issued pursuant to the consultancy services agreement entered into with the Company following satisfactory achievement of key performance indicators during a three month trial period, as announced to ASX on 29 January 2018. The exercise price of the Options is $0.15 per Option.

Shareholder approval of Resolution 4 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.

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	6 June 2018
Securities issued	1,000,000 Options
Issue price	Options were issued for nil value as part consideration for provision of investor
	relations and market advocacy services being provided by Mr David Waterhouse
	of Waterhouse Investor Relations
Terms of the Options	Exercisable at $0.15 each, with an expiry date 6 June 2021
Intended use of funds	No funds will be raised by the issue of the Options as they are Options issued in
	consideration for services provided to the Company. If all Options are exercised,
	the Company will receive a total of $150,000 which will be used for working
	capital purposes.

A voting exclusion statement applies to Resolution 4, as set out in the Notice.

Directors’ Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 4.

Item 6: Approval of Additional Capacity to issue Ordinary Shares (Resolution 5)

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.

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Resolution 5 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 5 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.

For example, on 3 October 2018, the Company had 355,010,251 Shares on issue. The Company will, for the period to 3 October 2019, be able to issue up to 35,501,025 Shares.

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 4:

• 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 5 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 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.

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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 Shares on 3 October 2018;

• the number of Shares on issue is at 3 October 2018. 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 4.

Variable “A” in Listing Rule 7.1A.2 (Number of Shares on issue)	50% decrease in issue price $0.027	50% decrease in issue price $0.027	Issue price $0.054	Issue price $0.054	100% increase in issue price $0.108	100% increase in issue price $0.108
	10% Voting Dilution	Capital Raised	10% Voting Dilution	Capital Raised	10% Voting Dilution	Capital Raised
355,010,251 (Current)	35,501,025	$958,527	35,501,025	$1,917,055	35,501,025	$3,834,110
532,515,376 (50% increase in Current Variable A)	53,251,537	$1,437,791	53,251,537	$2,875,582	53,251,537	$5,751,165
710,020,502 (100% increase in Current Variable A)	71,002,050	$1,917,055	71,002,050	$3,834,110	71,002,050	$7,668,221

• 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 23 November 2018; 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.

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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.

• Previous approval under Listing Rule 7.1A: The Company previously obtained Shareholder approval under Listing Rule 7.1A at its previous Annual General Meeting held on 17 November 2017.

• Issue of equity securities in the 12 months preceding the Meeting: 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 23 November 2018) 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 86,099,668 Shares 10,650,000 Options Percentage previous issues represent of total diluted number of 296,925,111 equity securities on 33% issue at commencement of 12 month period (268,910,583 Shares and 28,014,528 Options)

• 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 23 November 2018):

Date of issue	Type of equity securities	Number of equity securities	Details (including % premium/(discount) to closing market price of Shares on date of issue)	Persons to whom equity securities were issued
30/11/2017	Shares	1,320,625	Issued on exercise of unlisted Options at an exercise price of $0.05 per Share for a total cash consideration of $66,031 before costs. Issue price ($0.05) represents 33% discount to closing price of Shares on date of issue ($0.075).	Shareholders who received free unlisted Options through participation in the Company’s entitlement offer that was announced on 25/08/2016
01/12/2017	Shares	401,219	Issued on exercise of unlisted Options at an exercise price of $0.05 per Share for a total cash consideration of $20,061 before costs. Issue price ($0.05) represents 26% discount to closing price of Shares on date of issue ($0.068).	Shareholders who received free unlisted Options through participation in the Company’s entitlement offer that was announced on 25/08/2016
13/12/2017	Shares	3,064,502	Issued on exercise of unlisted Options at an exercise price of $0.05 per Share for a total cash consideration of $153,225 before costs. Issue price ($0.05) represents 17% discount to closing price of Shares on date of issue ($0.060).	Shareholders who received free unlisted Options through participation in the Company’s entitlement offer that was announced on 25/08/2016
08/01/2018	Shares	3,699,385	Issued on exercise of unlisted Options at an exercise price of $0.05 per Share for a total cash consideration of $184,969 before costs. Issue price ($0.05) represents 52% discount to closing price of Shares on date of issue ($0.105).	Shareholders who received free unlisted Options through participation in the Company’s entitlement offer that was announced on 25/08/2016

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Date of issue	Type of equity securities	Number of equity securities	Details (including % premium/(discount) to closing market price of Shares on date of issue)	Persons to whom equity securities were issued
17/01/2018	Shares	894,234	Issued on exercise of unlisted Options at an exercise price of $0.05 per Share for a total cash consideration of $44,712 before costs. Issue price ($0.05) represents 58% discount to closing price of Shares on date of issue ($0.120).	Shareholders who received free unlisted Options through participation in the Company’s entitlement offer that was announced on 25/08/2016
24/01/2018	Shares	350,134	Issued on exercise of unlisted Options at an exercise price of $0.05 per Share for a total cash consideration of $17,507 before costs. Issue price ($0.05) represents 50% discount to closing price of Shares on date of issue ($0.100).	Shareholders who received free unlisted Options through participation in the Company’s entitlement offer that was announced on 25/08/2016
29/01/2018	Unlisted Options	4,250,000	Issued to senior employees for nil consideration pursuant to the Option Plan as part of remuneration arrangements for calendar year 2018. Issue price (nil) represents 100% discount to closing price of Shares on date of issue ($0.095). Exercise price: 15 cents and Expiry date: 29 January 2023. Current value of Unlisted Options is $120,000.	Mr Shane Mele (Exploration Manager), Ms Jane Nosworthy (Company Secretary), Mrs Jodi Ford (Accountant) & Ms Sarah Heard (Senior Exploration Geologist)
22/02/2018	Shares	224,454	Issued on exercise of unlisted Options at an exercise price of $0.05 per Share for a total cash consideration of $11,223 before costs. Issue price ($0.05) represents 39% discount to closing price of Shares on date of issue ($0.082).	Shareholders who received free unlisted Options through participation in the Company’s entitlement offer that was announced on 25/08/2016
06/03/2018	Shares	3,503,309	Issued on exercise of unlisted Options at an exercise price of $0.05 per Share for a total cash consideration of $175,165 before costs. Issue price ($0.05) represents 44% discount to closing price of Shares on date of issue ($0.090).	Shareholders who received free unlisted Options through participation in the Company’s entitlement offer that was announced on 25/08/2016
13/03/2018	Shares	1,575,960	Issued on exercise of unlisted Options at an exercise price of $0.05 per Share for a total cash consideration of $78,798 before costs. Issue price ($0.05) represents 47% discount to closing price of Shares on date of issue ($0.095).	Shareholders who received free unlisted Options through participation in the Company’s entitlement offer that was announced on 25/08/2016
19/03/2018	Shares	4,456,762	Issued on exercise of unlisted Options at an exercise price of $0.05 per Share for a total cash consideration of $222,838 before costs. Issue price ($0.05) represents 45% discount to closing price of Shares on date of issue ($0.091).	Shareholders who received free unlisted Options through participation in the Company’s entitlement offer that was announced on 25/08/2016
22/03/2018	Shares	2,240,668	Issued on exercise of unlisted Options at an exercise price of $0.05 per Share for a total cash consideration of $112,033 before costs. Issue price ($0.05) represents 40% discount to closing price of Shares on date of issue ($0.084).	Shareholders who received free unlisted Options through participation in the Company’s entitlement offer that was announced on 25/08/2016
28/03/2018	Shares	3,912,635	Issued on exercise of unlisted Options at an exercise price of $0.05 per Share for a total cash consideration of $195,632 before costs. Issue price ($0.05) represents 37% discount to closing price of Shares on date of issue ($0.079).	Shareholders who received free unlisted Options through participation in the Company’s entitlement offer that was announced on 25/08/2016

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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

Date of issue	Type of equity securities	Number of equity securities	Details (including % premium/(discount) to closing market price of Shares on date of issue)	Persons to whom equity securities were issued
05/04/2018	Shares	91,781	Issued on exercise of unlisted Options at an exercise price of $0.05 per Share for a total cash consideration of $4,589 before costs. Issue price ($0.05) represents 43% discount to closing price of Shares on date of issue ($0.088).	Shareholders who received free unlisted Options through participation in the Company’s entitlement offer that was announced on 25/08/2016
10/04/2018	Unlisted Options	5,400,000	Grant of options to Directors as part of remuneration and as approved by shareholders at Extraordinary General Meeting held on 10 April 2018. Issue of Options to Directors for nil consideration. Issue price (nil) represents 100% discount to closing price of Shares on date of issue ($0.092). Exercise price: 15 cents and Expiry date: 10 April 2023. Current value of Unlisted Options is $141,000.	Mr John Dorward, Mr Colin Naylor and Mr Kevin Wilson (non-executive directors) and Mr Geoffrey McDermott (Managing Director)
06/06/2018	Shares Unlisted Options	100,000 1,000,000	Issue of shares on exercise of unlisted employee Options at an exercise price of $0.04 per Share for a total cash consideration of $4,000 before costs. Issue price ($0.04) represents 43% discount to closing price of Shares on date of issue ($0.070). Options issued to Mentat Investments Pty Ltd a nominee of Waterhouse Investor Relations pursuant to the consultancy services agreement with the Company following satisfactory achievement of key performance indicators during three month trial period, as announced to ASX on 29 January 2018. Issue price (nil) represents 100% discount to closing price of Shares on date of issue ($0.070). Exercise price: 15 cents and Expiry date: 6 June 2021. Current value of Unlisted Options is $20,000.	Ms Jane Nosworthy (previously Company Secretary) Mentat Investments Pty Ltd, a nominee of Waterhouse Investor Relations
20/08/2018	Shares	33,980,000	Issued via a placement at an issue price of $0.05 per Share for a total cash consideration of $1,699,000 before costs. Issue price ($0.05) represents 9% premium to closing price of Shares on date of issue ($0.046).	Sophisticated and professional investors
21/09/2018	Shares	26,284,000	Issued pursuant to the Company’s 2018 Share Purchase Plan at an issue price of $0.05 per Share for a total cash consideration of $1,314,200 before costs. Issue price ($0.05) represents 2% discount to closing price of Shares on date of issue ($0.051).	Eligible Shareholders at the record date of 15/08/2018

• The total cash consideration raised from the equity issues described above was $4,303,983 before expenses. As at the date of this Notice, approximately $520,000 of that cash has been spent on exploration at the Company’s Irvine Gold Project, expenses of the equity issues and administration costs. The remaining cash is to be applied predominantly to further exploration and evaluation activities at the Company’s Irvine Gold Project, in addition to meeting ongoing administration and corporate costs and for working capital.

• A voting exclusion statement applies to Resolution 5, as set out in the Notice.

Directors’ Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 5.

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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

Glossary

AEDT Australian Eastern Daylight Time as observed in Melbourne, Australia Annual Report the Company’s 2018 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 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 Company (or Navarre ) Navarre Minerals Limited (ACN 125 140 105) Constitution the constitution of the Company Corporations Act Corporations Act 2001 (Cth) Director a director of the Company Explanatory Statement this explanatory statement Key Management Personnel 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)

the Listing Rules of ASX

Listing Rules the Listing Rules of ASX Meeting the Annual General Meeting of the Company to be held on Friday 23 November 2018 at 10:30am (AEDT) Non-Executive Directors the Company’s non-executive Directors, being Mr John Dorward and Mr Kevin Wilson 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 Trading Day means a day determined by ASX to be a trading day and notified to market participants VWAP

the volume weighted average price of Shares

14

All Correspondence to:

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 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 10:30am (AEDT) on Wednesday 21 November 2018.

 TO VOTE ONLINE

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BY SMARTPHONE

STEP 1: VISIT https://www.votingonline.com.au/navarreagm2018 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

.

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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.

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.

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 10:30am (AEDT) on Wednesday 21 November 2018. 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:

 Online https://www.votingonline.com.au/navarreagm2018  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 (Company) and entitled to attend and vote hereby appoint:

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

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 the Company to be held at the Offices of RSM Australia Partners, Level 21, 55 Collins Street, Melbourne, Victoria on Friday 23 November 2018 at 10:30am (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 Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel of Navarre Minerals Limited.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). 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 Remuneration Report Resolution 2 Re-election of Mr Colin Naylor as a Director Resolution 3 Ratification of prior issue of securities under ASX Listing Rule 7.1 Resolution 4 Ratification of prior issue of equity securities (share options) under ASX Listing Rule 7.1 Resolution 5 Approval of Additional Capacity to Issue Ordinary Shares

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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 / / 2018