AUREKA LIMITED — Capital/Financing Update 2011

Mar 29, 2011

PROSPECTUS

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Navarre Minerals Limited

ABN 66 125 140 105

For the offer of up to 25,000,000 shares at an issue price of 20 cents each to raise up to $5,000,000, with a minimum subscription to raise $3,500,000

IMPORTANT NOTICE

This Offer is not underwritten

The shares offered by this Prospectus should be considered a speculative investment and potential investors should refer to Section 8 for further details concerning the risk factors. This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its contents or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser.

Neither Navarre Minerals Limited nor any other person guarantees the performance of the Shares offered pursuant to this Prospectus, or the performance of Navarre Minerals Limited, or the return of any investment.

CONTENTS

SECTION 1 SECTION 2 SECTION 3 SECTION 4 SECTION 5 SECTION 6 SECTION 7 SECTION 8 SECTION 9 SECTION 10 SECTION 11 SECTION 12 SECTION 13 SECTION 14 SECTION 15 SECTION 16

IMPORTANT NOTICE 1 CORPORATE DIRECTORY 2 KEY OFFER STATISTICS 3 INVESTMENT HIGHLIGHTS 4 KEY RISK FACTORS 5 CHAIRMAN’S LETTER 6 DETAILS OF THE OFFER 7 DIRECTORS AND MANAGEMENT 12 COMPANY AND PROJECT OVERVIEW 13 BLACK RANGES COPPER, ZINC, GOLD PROJECT 16 BENDIGO NORTH GOLD PROJECT 21 KINGSTON GOLD PROJECT 26 BALLARAT SOUTH GOLD PROJECT 31 RISK FACTORS 34 INDEPENDENT GEOLOGIST’S REPORT 37 INDEPENDENT REPORT ON EXPLORATION TENEMENTS 86 FINANCIAL INFORMATION 98 INVESTIGATING ACCOUNTANT’S REPORT 108 CORPORATE GOVERNANCE 111 MATERIAL CONTRACTS 113 ADDITIONAL INFORMATION 118 DEFINITIONS 123 APPLICATION FORM AND INSTRUCTIONS 129

IMPORTANT NOTICE

This Prospectus is dated 24 December 2010. A copy of this Prospectus was lodged with the Australian Securities & Investments Commission (“ASIC”) on that date. Neither ASIC nor ASX Limited (“ASX”) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

This Prospectus will be issued in paper form and as an electronic Prospectus, which may be viewed in electronic form on-line at www.navarre.com.au by Australian investors only. The Offer is available to persons receiving an electronic version of this Prospectus in Australia. Persons who receive the electronic form of the Prospectus should ensure that they download and read the entire Prospectus. During the Offer Period, any person may obtain a hard copy of this Prospectus free of charge by contacting the Company by e-mail at: info@navarre.com.au.

No person or entity is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company or Directors in connection with the Offer. The information on www.navarre.com.au does not form part of this Prospectus.

Applications may only be made on printed copies of the Application Form attached to or accompanying this Prospectus. The Corporations Act prohibits any person from passing an Application Form to any other person unless it is attached to, or accompanied by, a hard copy of this Prospectus or a complete and unaltered electronic copy of this Prospectus.

The Application Form included in this Prospectus may only be distributed if it is included in, or accompanied by, a complete and unaltered copy of this Prospectus. The Application Form contains a declaration that the investor has personally received the complete and unaltered Prospectus prior to completing the Application Form. Navarre will not accept a completed Application Form if it has reason to believe that the Applicant has not received a Prospectus or if it has reason to believe that the Application Form has been altered or tampered with in any way.

No Shares will be issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus. Application will be made within seven (7) days after the date of this Prospectus for permission for the Shares offered by this Prospectus to be listed for Quotation.

The Offer contained in this Prospectus is available to Australian residents. The distribution of this Prospectus (including in electronic form) in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make an offer. No action has been taken to register or qualify the Shares or the Offer or otherwise to permit a public offering of the Shares in any jurisdiction outside Australia.

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an Exposure Period of seven (7) days from the date of lodgement of the Prospectus with the ASIC. This period may be extended by the ASIC for a further period of seven (7) days. The purpose of this Exposure Period is to enable the Prospectus to be examined by market participants prior to the raising of the funds, which examination may result in the identifi cation of defi ciencies in this Prospectus. If this Prospectus is found to be defi cient, Applications received during the Exposure Period will be dealt with in accordance with section 724 of the Corporations Act. Applications received prior to the expiration of the Exposure Period will not be processed until after the Exposure Period. No preference will be conferred upon Applications received during the Exposure Period.

Applicants should read this document in its entirety and, if in any doubt, consult with their professional advisers before deciding whether to apply for Shares. There are risks associated with an investment in Navarre and the Shares offered under this Prospectus must be regarded as speculative investment. The Shares offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Shares.

If you apply for Shares, you will provide personal information to the Company and the Share Registry. The Company and the Share Registry collect, hold and use your personal information in order to assess your Application, service your needs as an investor, provide facilities and services that you request and carry out appropriate administration.

Corporate and tax laws require some personal information to be collected. If you do not provide the information requested, your Application may not be able to be processed effi ciently, or at all.

Certain abbreviations and other defi ned terms are used throughout this Prospectus. Defi ned terms are generally identifi able by the use of an upper case fi rst letter. Details of the defi nitions and abbreviations used in this Prospectus are set out

All amounts are in Australian dollars unless otherwise specifi ed.

All references to time are to Australian Eastern Daylight Time (“AEDT”).

The people and assets depicted in photographs in this Prospectus are not employees or assets of Navarre, unless otherwise stated. Diagrams appearing in this Prospectus are illustrative only and may not be drawn to scale.

This Prospectus is dated 24 December 2010, being the date on which it was lodged with ASIC.

NAVARRE MINERALS LIMITED / Prospectus 1

CORPORATE DIRECTORY

Directors

Kevin Wilson, Non-Executive Chairman Geoff McDermott, Managing Director John Dorward, Non-Executive Director Colin Naylor, Non-Executive Director

Company Secretary Trevor Shard

Registered Offi ce

Level 4, 448 St Kilda Road Melbourne VIC 3004 T: +61 3 9820 5509

F: +61 3 9820 2586 E: info@navarre.com.au

Share Registry Registries Limited Level 7, 207 Kent Street Sydney NSW 2000 T: +61 2 9290 9600 F: +61 2 9279 0664

E: registries@registries.com.au

ASX Code NML

Independent Geologist Mining One Pty Ltd Level 9, 50 Market Street Melbourne VIC 3000 T: +61 3 9600 3588 F: +61 3 9600 3944 E: tsummons@miningone.com.au

Auditor

Andrew Frewin & Stewart 61-65 Bull Street Bendigo VIC 3550 T: +61 3 5443 0344 F: +61 3 5443 5304 E: afs@afs.bendigo.net.au

Investigating Accountant AFS & Associates Pty Ltd 61-65 Bull Street Bendigo VIC 3550 T: +61 3 5443 0344 F: +61 3 5443 5304 E: afs@afs.bendigo.net.au

Lead Manager

Stonebridge Securities Limited Australian Financial Services License No. 238148 Level 27, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 T: +61 2 8336 7700

Solicitor to the Company Chris Carroll LLB (Hons) 67 Cliff Avenue Northbridge NSW 2063

Expert in relation to title TAS Legal Pty Ltd 1748 Gisborne – Melton Road Kurunjang VIC 3337 T: +61 3 9746 7500 F: +61 3 9746 7799 E: tas@taslegal.com.au

KEY OFFER STATISTICS

Offer Price per Share	$0.20
Number of Shares available under Offer (assuming full subscription)	25,000,000
Total proceeds from the Offer (assuming full subscription)	$5,000,000
Total number of Shares following completion of Offer (assuming full subscription
and shares issued pursuant to Tenement Sale Agreement1)	50,194,444
Market capitalisation at the Offer Price (assuming full subscription)	$10,038,889

INDICATIVE TIMETABLE[ 2,3,4,5]

Lodgement of Prospectus with ASIC	24 December 2010
Opening Date (no Applications will be processed during the Exposure Period)	7 January 2011
Closing Date	5.00pm AEDT on
	4 February 20112
Despatch of holding statements	9 February 20113
Expected date for listing of Company on ASX (ASX Code: NML)	16 February 20114

1 Up to 5,019,444 shares will be issued following the Initial Public Offering in respect of a Tenement Sale Agreement. See Section 1.8.

• 2 These dates are indicative only and may vary.

• 3 The Company reserves the right to close the Offer early, or extend the Closing Date without prior notice. Applicants are therefore encouraged to submit Applications as soon as possible after the Opening Date.

• 4 The date the Shares are expected to be issued under this Prospectus and/or commence trading on the ASX may vary with any change to the Closing Date.

• 5 The Company reserves the right to not continue with the Offer at any time before the allotment of Shares to Applicants.

NAVARRE MINERALS LIMITED / Prospectus 3

INVESTMENT HIGHLIGHTS

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. [2]
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the Ballarat South Project, which includes a
number of shallow historic mines that produced
gold from alluvial and quartz reef sources.
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4 NAVARRE MINERALS LIMITED / Prospectus

KEY RISK FACTORS

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Before deciding to invest in Navarre, potential investors
should read the entire Prospectus and, in particular, in
considering the prospects for the Company, investors
should consider the risk factors that could affect
fi nancial performance and assets. Investors should
carefully consider these factors in light of personal
circumstances (including fi nancial and taxation issues).
Investors should seek advice from their professional
advisers before deciding whether to invest. There is no
guarantee that the Shares offered under this Prospectus
will make a return on capital investment, that dividends
will be paid on the Shares, or that there will be any
increase in the value of the Shares in the future.
Navarre is a mineral exploration company and any
investment in the Shares is speculative. There are a
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are beyond the Company’s control. Fluctuations in mineral
prices and development and operating costs may have
a material adverse effect on exploration and business
activities, fi nancial condition and results of operations.
4. Future Funding, Commodity Prices and Market
Conditions
There is likely to be a requirement for the Company to
raise additional funding in due course. The Company’s
share price and ability to raise future funds are likely
to be signifi cantly impacted by prevailing commodity
prices and market conditions.
5. Key People
The responsibility of overseeing operations and
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number of risks that may have a material and adverse
impact on future operating and fi nancial performance
and the value of the Company’s Shares. A summary of
some of the risks is set out below. Further details in
respect of these risk factors are set out in Section 8.
1. Stock Market Risks
The price of the Company’s shares may be highly
volatile and can be expected to fl uctuate depending on
various factors including exploration success, market
sentiment, commodity prices, interest rates, general
economic conditions in Australia and overseas and
other factors outside of the Company’s control.
2. Risks Specifi c to Mineral Exploration Companies
The exploration for and development of mineral deposits
involves signifi cant risks that even a combination of
careful evaluation, experience and knowledge may not
eliminate. While the discovery of an ore body may result in
substantial rewards, very few properties that are explored
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executive and non-executive Directors. There is a risk
of some detrimental impact on the Company if these
directors leave. There is also no guarantee that the
workforce required to operate the Company’s projects
can be recruited.
6. Title Risk
All mineral licences in which the Company has an
interest will be subject to applications for renewal,
the success of which cannot be guaranteed. If a licence
is not granted or renewed, the Company may suffer
signifi cant damage through loss of the opportunity to
discover and develop any mineral resources on that
licence. Section 10, Schedule 1: Schedule of Material
Mineral Tenements in the Independent Report on
Exploration Tenements summarises the Expiry and
Renewal dates for the Company’s licences. The mineral
licences are subject to expenditure requirements which
must be met to keep them in good standing. For
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are ultimately developed into producing mines. Major
expenditures may be required to locate and establish
mineral reserves, to develop metallurgical processes
and to construct mining and processing facilities at a
particular site. There is no certainty that the search for
and evaluation of mineral deposits will result in discoveries
of minerals that are commercially viable. It is possible that
the Company will not be successful in locating mineral
deposits of commercial value in any and all of the
exploration programs proposed in this document.
3. Economic and Price Risks
The demand for, and price of, gold, copper, zinc and
other minerals is dependent on a variety of factors which
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NAVARRE MINERALS LIMITED / Prospectus

5

CHAIRMAN’S LETTER

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24 December 2010

Dear Fellow Investor,

I am pleased to present to you, on behalf of the Board of Directors, an invitation to participate in the Initial Public Offering of shares of a mineral exploration company, Navarre Minerals Limited (“Navarre” or “the Company”).

Navarre is seeking to raise up to $5,000,000 by the issue of up to 25,000,000 shares at 20 cents each (“the Offer”) to accelerate its minerals exploration program. As set out in this Prospectus you can apply for Shares in Navarre at $0.20 per Share by the Closing date of 4 February 2011. All monies raised will be retained in the business and expended as set out in this Prospectus.

Subject to the close of the Offer, the Company will acquire prospective base and precious metals exploration properties in Victoria. The properties are being acquired from Leviathan Resources Limited (“Leviathan”), a subsidiary of Northgate Minerals Corporation, owner of the Stawell and Fosterville gold mines in Victoria. Leviathan, or its nominee, has an option to subscribe for up to 10% of the issued shares in Navarre within fourteen days of listing on the ASX. Leviathan has indicated that it intends to exercise its option.

In addition to the properties to be acquired from Leviathan, Navarre in its own right has two Exploration Licence applications awaiting relevant Ministerial approval.

Navarre’s strategy is to apply modern exploration techniques and the Company’s exploration skills to realise the economic potential of these properties.

The Company’s Black Ranges Project in western Victoria contains volcanic rocks that are geologically similar to the Mount Read Volcanics in Tasmania which host a number of large volcanic massive sulfi de deposits, the Mt Lyell copper-gold deposit and the Henty gold deposit. We consider the Black Ranges Project to have potential to host base metal mineral deposits.

Central Victoria contains some of the largest gold deposits in Australia. The Tandarra Prospect is the Company’s primary target in this region. It is a recently discovered gold prospect under shallow cover to the north of Bendigo.

Following completion of the Initial Public Offering Navarre will implement, as quickly as possible, an exploration program to test the base and precious metals mineralisation targets as described in this Prospectus.

Navarre has a solid foundation on which to commence its corporate endeavours, capitalising on its signifi cant exploration prospectivity under the guidance of an experienced professional team. On behalf of the Board, I commend this opportunity to you and look forward to welcoming you as an investor in Navarre Minerals Limited.

Yours sincerely,

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Kevin Wilson Chairman

6 NAVARRE MINERALS LIMITED / Prospectus

1. DETAILS OF THE OFFER

1.1 Shares offered for subscription

This Prospectus invites investors to apply for a minimum of 17,500,000 and up to 25,000,000 Shares at an issue price of 20 cents per Share to raise a minimum of $3,500,000 and up to $5,000,000, before expenses of the Offer. Depending on the amount raised, the Shares issued will represent between 41.8% and 49.8% of Navarre’s issued capital at completion of the Offer and settlement of the Tenement Sale Agreement.

As detailed in Section 14.1, pursuant to the terms of the Tenement Sale Agreement, as full consideration for the acquisition by the Company of certain of Leviathan‘s exploration tenements, Leviathan or its Related Party will be issued Shares. The number of Shares to be issued to Leviathan or its Related Party will be equivalent to ten (10) percent of Navarre’s issued capital on listing on the ASX. Accordingly, if the amount raised under the Offer is:

• (a) $3,500,000 (being the minimum subscription), Leviathan or its Related Party will be issued 4,186,111 Shares representing ten (10%) percent of Navarre’s issued capital on listing on the ASX; and

• (b) $5,000,000 (being the full subscription), Leviathan or its Related Party will be issued 5,019,444 Shares representing ten (10) percent of Navarre’s issued capital on listing on the ASX.

Leviathan is a wholly owned subsidiary of Northgate Australian Ventures Corporation Pty Ltd which in turn is a subsidiary of Northgate Minerals Corporation (“Northgate”). Northgate is a gold and copper producer with mining operations, development projects and exploration properties in Canada and Australia. Northgate has a market capitalisation of C$905 million (as of 30 September 2010) and is forecasting production of 274,000 ounces of gold in 2010. Northgate owns and operates the Stawell and Fosterville Gold Mines in Victoria, Australia.

All Shares issued pursuant to this Prospectus will be issued as fully paid and will rank equally in all respects with the Shares already on issue. Further details of the rights attaching to Shares are set out in Section 15.

The Company reserves the right to reject any Application

or to allocate any Applicant fewer Shares than the number applied for.

1.2 When to apply

This Offer is expected to close at 5.00pm on 4 February 2011 subject to the right of the Company to close the Offer earlier or to extend the closing time and date of the Offer without notice. Applicants are encouraged to submit their Application Forms as early as possible after the Offer opens as it may close at any time thereafter without notice.

1.3 How to apply

You should carefully read this Prospectus and instructions accompanying it before subscribing. If you wish to participate in the Offer, you should complete the Application Form. Applicants may apply for a minimum parcel of 10,000 Shares representing a minimum investment of $2,000. Applicants seeking additional Shares must apply for Shares in multiples of 1,000 (equivalent to $200) thereafter. All applications must be completed in accordance with the detailed instructions on how they are to be completed and be accompanied by a cheque in Australian dollars payable to “Navarre Minerals Limited – IPO Account” and crossed “Not Negotiable”. No brokerage or stamp duty is payable by applicants. The amount payable on application will not vary during the period of the Offer and no further amount is payable on or after allotment in respect of the Shares.

Completed Application Forms and accompanying cheques must be received by the Closing Date at the following address:

Navarre Minerals Limited C/- Registries Limited GPO Box 3993 Sydney NSW 2001

Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares, and can only be made by completing the Application Form attached to or accompanying this Prospectus.

NAVARRE MINERALS LIMITED / Prospectus 7

1. DETAILS OF THE OFFER continued

1.4 Minimum subscription

The minimum subscription to the Offer is 17,500,000 Shares raising $3,500,000 before expenses of the Offer. In accordance with the Corporations Act, no Shares will be allotted by the Company until the minimum subscription has been received. If the minimum subscription has not been raised within four (4) months after the date of this Prospectus, the Company will either repay the application monies to Applicants or issue a supplementary or replacement prospectus and allow Applicants one month to withdraw their Application and be repaid their application monies. Any Application monies refunded will be refunded without interest.

1.5 Oversubscriptions

The Company will not accept oversubscriptions under the Offer. The maximum amount which may be raised under this Prospectus is therefore $5,000,000.

1.6 Purpose of the offer

The purpose of the Offer is to raise funds to undertake the following objectives:

• (a) accelerate exploration of the Company’s mineral interests as described in this Prospectus, in particular to conduct further drilling and exploration activities at the Black Ranges and Bendigo North properties;

• (b) continue target generation activities in all of Navarre’s projects, including geophysical and geochemical surveys;

• (c) pursue other strategic exploration or mining opportunities should they arise;

• (d) facilitate the listing of the Company on the ASX; and

• (e) meet the ongoing administration costs of the Company.

Following the completion of the Offer, the Directors are of the opinion that the Company will have suffi cient working capital to carry out these objectives.

1.7 Use of funds

Following the Offer, it is anticipated that the following funds will be available to the Company:

	Amount (Minimum Subscription) ($)	Amount (Full Subscription) ($)
Working capital (estimate) as at the date of this Prospectus	300,000	300,000
Funds raised from this Prospectus	3,500,000	5,000,000
Less offer expenses	(390,000)	(480,000)
Total funds Available	3,410,000	4,820,000

8 NAVARRE MINERALS LIMITED / Prospectus

The Company intends to apply the total funds available from the Offer as set out in the following table (excluding GST).

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Amount (Minimum Amount (Full
Use of Funds Over 2 Years Subscription) ($) Subscription) ($)
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Exploration expenditure – Year 1	1,088,000	1,820,000
Exploration expenditure – Year 2	1,007,000	1,685,000
Exploration expenditure – sub total	2,095,000	3,505,000
Administration	1,125,000	1,125,000
Working capital	190,000	190,000
Total funds applied	3,410,000	4,820,000

Notes:

1. The above tables represent statements of the intended use of the funds raised by the Company as at the date of this Prospectus. However, it must be recognised that all exploration budgets may change as the conducted programs provide encouragement or disappointment. The Company also intends to capitalise on other opportunities as they arise which may result in costs being incurred that are not included in these estimates.

2. Exploration budgets will be reviewed on an on-going basis depending upon the progressive results obtained from exploration and evaluation work carried out, which may lead to increased or decreased levels of expenditure on certain interests refl ecting a change in emphasis. 3. Due to market conditions, the development of new opportunities and or any number of other factors (including the risk factors outlined in this Prospectus), actual expenditure levels may differ signifi cantly to the budget estimates.

3. Subject to encouraging results being obtained, the Company may seek to raise additional funds within two years after listing on the ASX to the extent required to increase and accelerate the exploration and drilling programs as determined by the Board.

4. The reference to Year 1 is to the year ending 31 December 2011. The reference to Year 2 is to the year ending 31 December 2012.

1.8 Capital structure

The pro-forma capital structure of Navarre is summarised below:

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Minimum % of Full % of
Shares Subscription Capital Subscription Capital
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Shares on issue pre Offer1(founders/seed)	20,175,000	48.2	20,175,000	40.2
Shares to be issued pursuant to Tenement Sale Agreement2	4,186,111	10.0	5,019,444	10.0
Shares issued to public under this Prospectus	17,500,000	41.8	25,000,000	49.8
Total Shares on issue at Completion of the Offer	41,861,111	100.0	50,194,444	100.0

• 1 These Shares are held by the original founders and seed investors of Navarre and a portion of these shares may be escrowed for a period of time as prescribed by the ASX. These shares include 1,350,000 shares granted to the Managing Director, in lieu of consultancy fees from 2008 to the date of this Prospectus.

2 These Shares will be issued to Leviathan (or a related company) in consideration for the acquisition of exploration tenements pursuant to the terms of the Tenement Sale Agreement. Refer to Section 14.1 for a summary of the Tenement Sale Agreement. These Shares will be escrowed for such period of time as prescribed by the ASX.

NAVARRE MINERALS LIMITED / Prospectus 9

1. DETAILS OF THE OFFER continued

As set out in Section 15.2 there are 1,500,000 options exercisable at 20 cents expiring 31 December 2014. In addition, 650,000 options exercisable at 25 cents, expiring on 31 December 2014 will be issued, subject to shareholder approval.

Further details of the Company’s issued capital are contained in Section 11 Financial Information.

1.9 Escrow (restricted securities)

Subject to the Company being admitted to the Offi cial List, certain of the Shares on issue prior to the Offer, and those to be issued to Leviathan in consideration for the acquisition of exploration tenements pursuant to the terms of the Tenement Sale Agreement, are likely to be classifi ed by ASX as restricted securities and will be required to be held in escrow.

1.12 Applicants outside Australia

This Prospectus does not constitute an offer of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue this Prospectus or make the Offer. It is the responsibility of any Applicant who is resident outside Australia to ensure compliance with all laws of any country relevant to their Application, and any such Applicant should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to apply for and be allotted Shares. No action has been taken or is intended to be taken to register or qualify the Shares or the Offer or otherwise to permit a public offering of the Shares in any jurisdiction outside Australia. The return of a completed Application form will be taken by the Company to constitute a representation and warranty by the Applicant that all relevant approvals have been obtained.

1.10 Underwriting

The Offer is not underwritten.

1.11 Allotment and allocation of shares

Subject to ASX granting conditional approval for the Company to be admitted to the Offi cial List, the allotment of Shares to Applicants will occur as soon as possible after the Offer is closed, following which statements of shareholdings will be dispatched. It is the responsibility of Applicants to determine their allocation prior to trading in Shares. Applicants who sell Shares before they receive their holding statements will do so at their own risk. Pending the issue of the Shares, or return of the Application Monies, the Application Monies will be held in trust for the Applicants. The Directors have the right to allocate Shares. The Company may reject any Application or allocate any Applicant fewer Shares than applied for under the Offer. If an Application is not accepted, or is accepted in part only, the relevant part of the Application Monies will be refunded. Interest will not be paid on Application Monies refunded.

1.13 ASX listing

Within seven (7) days after the date of this Prospectus, application will be made by the Company to ASX for the Company to be admitted to the Offi cial List of ASX and for admission of the Shares offered pursuant to this Prospectus to quotation on ASX. If the Company is admitted to the Offi cial List, its ASX code is expected to be “NML”. If the Company is not admitted to the Offi cial List of ASX and the Shares are not admitted to quotation within four (4) months after the date of this Prospectus, the Company will not allot or issue any Shares, and will repay all Application Monies without interest as soon as practicable or (subject to any necessary ASIC or ASX waivers and consents being obtained) issue a supplementary or replacement prospectus and allow Applicants one month to withdraw their Application and be repaid their Application Monies. ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may admit Navarre to its Offi cial List is not to be taken in any way as an indication of the merits of the Company or the Shares offered pursuant to this Prospectus.

10 NAVARRE MINERALS LIMITED / Prospectus

1.14 CHESS

Navarre will apply to participate in the CHESS system operated by ASX Settlement Pty Ltd (“ASPL”) (a wholly owned subsidiary of ASX), in accordance with the Listing Rules and ASPL Settlement Rules. On admission to CHESS, Navarre will operate an electronic issuersponsored subregister and an electronic CHESS subregister. The two subregisters together will make up Navarre’s principal register of securities.

Under CHESS, Navarre will not issue certifi cates. Instead, Navarre will provide Shareholders with a holding statement that sets out the number of Shares allotted to that Shareholder under the Offer. If a Shareholder is broker-sponsored, ASPL will send them a CHESS statement. The CHESS statement will set out the number of securities allotted to each Shareholder, give details of the Shareholder’s holder identifi cation number and give details of the participant identifi cation number of the sponsor. If you are registered on the issuer-sponsored subregister, your statement will be dispatched by the Share Registry and will contain the number of securities allotted under the Offer and the Shareholder’s security holder reference number. A CHESS statement, or issuer-sponsored statement, will routinely be sent to Shareholders at the end of any calendar month during which the balance of their holding changes. A Shareholder may request a statement at any other time, however a charge may apply for additional statements.

1.15 Enquiries in relation to the offer

This Prospectus provides information for potential investors in Navarre and should be read in its entirety. If, after reading this Prospectus, you have any questions about any aspect of an investment in Navarre, please contact your stockbroker, accountant or independent

1.16 Dividends

The Directors do not envisage that Navarre will be in a position to declare dividends for the foreseeable future. No guarantee can be given that any dividends will be paid, or if paid, that the amount of any dividends that would be paid would be franked.

1.17 Privacy disclosure

The Company collects information about each Applicant from the Applicant’s Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant’s shareholding in the Company.

By submitting an Application Form, each Applicant agrees that the Company may use the information in the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses, ASX, ASIC and other regulatory authorities.

If an Applicant becomes a shareholder of the Company, the Corporations Act requires the Company to include information about the shareholder (name, address and details of the shares held) in its public register. This information must remain in the register even if that person ceases to be a shareholder of the Company. Information contained in the Company’s registers is also used to facilitate distribution payments (if any) and corporate communications (including the Company’s fi nancial results, annual reports and other information that the Company may wish to communicate to its shareholders) and compliance by the Company with legal and regulatory requirements.

If you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application.

NAVARRE MINERALS LIMITED / Prospectus 11

2. DIRECTORS AND MANAGEMENT

2.1 Navarre Board

Mr Kevin Wilson

Non-Executive Chairman BSc (Hons), ARSM, MBA

Mr Kevin Wilson has over 30 years experience in the minerals and fi nance industries. He was the Managing Director of Leviathan Resources Limited, a Victorian gold mining company, from its initial public offering in 2005 through to its sale in 2006. His previous experience includes 8 years as a geologist with the Anglo American Group in Africa and North America and 14 years as a stockbroking analyst and investment banker with CS First Boston and Merrill Lynch in Australia and USA.

Kevin is currently Managing Director of Rey Resources Limited, a coal development company listed on the ASX.

Mr Geoff McDermott

Managing Director BSc (Hons), MAIG

Mr Geoff McDermott is an experienced geologist and senior company executive. He was appointed Managing Director on May 19, 2008.

Geoff has over 20 years industry experience working as a geologist in surface and underground metalliferous mining operations, in minerals exploration and as a consultant to the minerals industry.

He has a broad range of international experience having worked as a geologist in Canada, Fiji and Australia for companies such as WMC and Rio Tinto as well as with the Government of the Northwest Territories, Canada. From 2002 until 2007 Geoff was Chief Geologist and Group Geologist with MPI Mines Limited and Leviathan Resources Limited.

In 2007 Geoff started a consulting business specialising in metalliferous mining geology and minerals exploration.

Mr John Dorward

Non-Executive Director BComm (Hons), CFA

Mr John Dorward was previously CFO of Mineral Deposits Limited where he was responsible for fi nancing the Sabodala Gold Project in Senegal, West Africa. Prior to joining Mineral Deposits he was CFO and Company Secretary of Leviathan Resources Limited and Commercial Executive and Company Secretary of MPI Mines Limited.

Before joining MPI Mines Limited, John had eight years experience in the banking sector with a number of years spent in a senior resource project fi nance role with BankWest. John holds a Bachelor of Commerce (Hons) from the University of Melbourne, a Graduate Diploma in Applied Finance and Investment and a Graduate Diploma from Chartered Secretaries Australia. He has also completed the Chartered Financial Analyst (CFA) program.

John is currently the Vice President Business Development of Fronteer Gold Inc, a TSX listed gold and uranium developer.

Mr Colin Naylor

Non-Executive Director B.Bus (Acc) FCPA

Mr Colin Naylor is currently Chief Financial Offi cer and Company Secretary of oil and gas explorer, MEO Australia Limited. Before joining MEO, Colin held a number of senior roles in major resource companies, including Woodside Petroleum, BHP Petroleum and Newcrest Mining. Colin also worked at MPI Mines Limited and Leviathan Resources Limited as Financial Controller.

Colin is a Fellow of the Certifi ed Practising Accountants and has previously been a member of the Victorian Divisional Council of the CPA and a previous member of the Group of 100 National Executive and Victorian State Chapter.

2.2 Navarre Company Secretary

Mr Trevor Shard

Company Secretary BEc, SA Fin

Mr Trevor Shard has over 30 years experience in the resources industry. He is currently General Manager Commercial for RMDSTEM, a professional services fi rm.

Before joining RMDSTEM, Trevor provided consultancy services to a range of junior exploration companies. Prior to that he held a broad range of senior manager positions with Pasminco over a 15 year period, including investor and community relations, company secretarial and business development and strategy. He led the base metal concentrate sales and marketing teams with CRA (now Rio Tinto) before joining Pasminco.

Trevor has hands-on experience in Australian equity markets and has completed post graduate studies in applied valuation and corporate and structured fi nance. He has been directly involved in equity capital raisings, asset acquisitions and divestments and takeovers.

12 NAVARRE MINERALS LIMITED / Prospectus

3. COMPANY AND PROJECT OVERVIEW

3.1 Company history

• April 2007 – Navarre was incorporated as Navarre Discovery No 1 Pty Ltd on 30 April 2007 for the purpose of exploring for gold and base metals mineral deposits.

• June 2008 – Navarre entered into an agreement to acquire a portfolio of Exploration Licences in Victoria including the Black Ranges, Bendigo North and Ballarat South Projects from Leviathan Resources Limited (“Leviathan”).

• 2008-2010 – Navarre undertook a number of exploration programs including geophysical surveys and diamond drilling at the Black Ranges Project.

• 5 November 2010 – Navarre changed its name from Navarre Discovery No 1 Pty Ltd to Navarre Minerals Pty Ltd.

• 24 December 2010 – Navarre Minerals Pty Ltd converted from a proprietary limited company to a public company, Navarre Minerals Limited.

3.2 Summary of exploration projects

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Project Licence Number Metal Target Comments
Black Ranges EL 4590 Copper-Zinc-Gold 100% Navarre (to be transferred from Leviathan)
EL 4647 Copper-Zinc-Gold 100% Navarre (to be transferred from Leviathan)
EL 4973 Copper-Zinc-Gold 100% Navarre (to be transferred from Leviathan)
EL 4986 Copper-Zinc-Gold 100% Navarre (to be transferred from Leviathan)
ELA 5164 Copper-Zinc-Gold 100% Navarre
Bendigo North EL 4897 Gold 100% Navarre (to be transferred from Leviathan)
Ballarat South EL 4996 Gold 100% Navarre (to be transferred from Leviathan)
Kingston ELA 5280 Gold 100% Navarre
----- End of picture text -----

Navarre will acquire a 100% interest in six base metals and gold mineral Exploration Licences (“ELs”) in central and western Victoria, as noted in the table above, through a Tenement Sale Agreement with Leviathan. Two additional Exploration Licence Applications (“ELAs”) are subject to relevant Ministerial approval. Navarre will hold ELs and ELAs in Victoria covering approximately 1,600 sq km (Figure 2).

Four project areas, within three prospective “corridors” of mineralisation have been selected for further exploration:

• (a) Grampians-Stavely Volcanic Corridor (Black Ranges Project). The Grampians-Stavely Volcanic Corridor contains a number of volcanic belts of Cambrian age that show pronounced geological similarities to the Mount Read Volcanics of northwest Tasmania (“MRV”) which are also of Cambrian age.

Within the MRV there are a number of large volcanic massive sulfi de (“VMS”) deposits (e.g. Rosebery, Hellyer and Que River), the Mt Lyell

copper-gold deposit and the Henty gold deposit. Given the correlation of the MRV rocks with those in western Victoria, the Company believes the Black Ranges mineral properties are potential targets for base metals and gold exploration. The Cambrian volcanic rocks in western Victoria are under-explored due to poor exposure and a blanket of shallow cover that obscures most of the basement geology.

Navarre has recently undertaken high resolution aeromagnetic and electrical geophysical surveys which have revealed the basement geology and highlighted anomalous and un-tested targets within its tenements. Within the Black Ranges Project Navarre has established, through drilling, the existence of a mineralised hydrothermal alteration system at the Eclipse Prospect. There are geological similarities between the rock types intersected at the Eclipse Prospect and the Que-Hellyer succession in the MRV.

NAVARRE MINERALS LIMITED / Prospectus 13

3. COMPANY AND PROJECT OVERVIEW continued

(b) Ballarat–Bendigo Corridor (Bendigo North and Ballarat South Projects). The Bendigo North Project contains a discovery of gold mineralisation under shallow Murray Basin sediments 40km from the Bendigo Goldfi eld. Air core drilling, by the previous owner, returned gold drill intercepts from the Tandarra Prospect. At Bendigo North the objective will be to follow up the gold discovery at Tandarra and seek deep lead gold deposits within interpreted buried valleys that drain from the Tandarra quartz reefs.

The Ballarat South Project is 14km south of the city of Ballarat. The project area includes a number of shallow historic mines that produced gold from alluvial and quartz reef sources.

• (c) Landsborough Fault Corridor (Kingston Project).

• The Kingston Project contains numerous gold drill intercepts including 8m @ 23.0 g/t of gold from 28m in KINC6 and 9m @ 40.5 g/t of gold from 78m in KINC58.[1]

3.3 Company strategy and objectives

Navarre’s strategy is to explore for mineral deposits by careful targeting and evaluation of the following deposit types:

• VMS base metal deposits;

• orogenic gold deposits;

• deep lead gold deposits; and

• copper-gold porphyry deposits.

Navarre’s exploration program will include:

• drill testing targets on the Eclipse, Tandarra and Kingston Mine Prospects;

• generating and testing new drill targets on the 60km of Cambrian volcanics contained within the Black Ranges Project, focusing on VMS and copper-gold porphyry mineralisation; and

• targeting a potential maiden mineral resource at the Kingston Gold Project.

==> picture [271 x 267] intentionally omitted <==

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VICTORIA
MURRAY BASIN
Bendigo North
Tandarra EL 4897
EL 4986
Mitre Kingston
Horsham ELA 5280
Kingston Mine
EL 4973 EL 4647 Bendigo
22Moz Au
Black Stawell
Ranges 5Moz Au
EL 4590 Eclipse Ararat
ELA 5164
Ballarat
12Moz Au
Ballarat
Navarre Minerals Limited South EL 4996 Melbourne
Nov 2010Author: G McDermott VictorianTenements
MGA Zone 54 Projection: 0 50km
MAJOR DEPOSIT
NAVARRE TENEMENT
NAVARRE PROSPECT
BASEMENT ROCKS NORTH
COVER ROCKS
BALLAR
AT-B
ENDI
GO
LANDSBOROUGHFAULT
CO
GRAMPI
CORRI
ANSS-T
RR
DO
AVELY
ID
R
VOLCANICCO
O
RRI
R
DOR
----- End of picture text -----

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Figure 2: Location of Navarre’s mineral projects, interpreted major mineral corridors, sub-surface exposure of basement rocks and extent of cover rock sequences.

1 Full details of these drill intercepts can be found in Section 6, Table 5 and Figure 11.

14 NAVARRE MINERALS LIMITED / Prospectus

3.4 Competent person statement

The information contained in the Independent Geologist’s Report set out in Section 9 was prepared by Tim Summons, a full time employee of Mining One Pty Ltd, which has been engaged by Navarre. Mr Summons is a Member of the Australian Institute of Geoscientists and is a Competent Person as defi ned in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”) having fi ve years experience which is relevant to the style of mineralisation and type of deposit described in the report and for which he is accepting responsibility. Mr Summons consents to the release of his report, this consent statement and to references in this Prospectus to his report in the form and context in which they appear. All information in his report is expressed in terms of the JORC Code. Mr Summons does not hold an interest in the securities of the Company.

The information in this Report that relates to exploration results and mineral resources, other than the Independent Geologist’s Report set out in Section 9, is based on information compiled by Geoff McDermott who is a Member of the Australian Institute of Geoscientists and the Managing Director of Navarre.

Mr McDermott has suffi cient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defi ned in the JORC Code. Mr McDermott consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. All information in this report is expressed in terms of the JORC Code. Mr McDermott is the benefi cial holder of 3,265,000 ordinary shares in the Company and 1,500,000 options over fully paid shares of the Company.

NAVARRE MINERALS LIMITED / Prospectus 15

4. BLACK RANGES COPPER, ZINC, GOLD PROJECT

Introduction

The Black Ranges Project is west of the Grampians Ranges, approximately 300km northwest of Melbourne (Figure 3).

Navarre considers the project area to be prospective for VMS and copper-gold porphyry deposits.

The Black Ranges Project includes Cambrian intermediate volcanic rocks, some of which are believed to have the potential to host base and precious metals mineralisation. They are of a similar age and composition to the Mount Read Volcanics of northwest Tasmania (“MRV”), which is host to several major mineral deposits. We have established that the volcanic rocks within the Black Ranges Project area contain hydrothermal alteration associated with gold and base metal mineralisation and have demonstrated that the Eclipse Prospect has a similarity with the Que-Hellyer mineralised succession of the MRV. The alteration intersected in our 2010 drilling matches typical footwall alteration below Tasmanian VMS deposits.

VMS deposits usually occur in clusters. Within each cluster, most of the deposits occur at a similar level in the stratigraphy. In northwest Tasmania this level is termed the “Holy Host” horizon. We have identifi ed an equivalent to the “Holy Host” in our 2010 drilling and we will explore this horizon for VMS deposits. We intend to drill test several VMS targets at the Black Ranges Project, including Eclipse and New Moon, as well as generating additional targets from our planned regional exploration activities.

Tenement status

Regional and local geology

The geology of the Black Ranges Project comprises Cambrian basement volcanics overlain by marine sediments. CRA Exploration (now a subsidiary of Rio Tinto plc) recorded copper, zinc, gold and silver mineralisation from drilling sub-cropping volcanic and sedimentary rocks in the project area.

Silurian age sediments of the Grampians Group unconformably overlie the Cambrian basement. Most of these overlying sediments have been eroded away so that scattered outcrops of Grampians Group remain within the project area.

The basement rocks are also covered by a shallow veneer of younger sediments (Murray Basin) that generally thicken from south to north. In the project area, the Murray Basin cover ranges in thickness from 0-10m within EL 4590 and up to 140m in EL 4986. The distinctive highly magnetic signature of the basement volcanics can be tracked for approximately 50km beneath the Murray Basin cover.

Exploration history

Exploration of the Black Ranges Project area has occurred sporadically since 1969 with the most recent work described below:

Rio Tinto (1996–97). Exploration included geological mapping, regional rock chip sampling, drilling and an airborne electromagnetic (“EM”) survey. Three EM targets were identifi ed for drill testing including one at the Eclipse Prospect adjacent to previous drilling. Drill testing of these targets failed to penetrate basement.

The Black Ranges Project consists of four current Exploration Licences, EL 4590, EL 4647, EL 4973 and EL 4986, and one Exploration Licence application, ELA 5164. On 25 June 2008, Navarre entered into the Tenement Sale Agreement with Leviathan to acquire a 100% interest in mineral properties including EL 4590, EL 4647, EL 4973 and EL 4986. Details of the Tenement Sale Agreement are outlined in Section 14.1.

Exploration Licence EL 4590 is subject to the terms of an Indigenous Land Use Agreement for exploration activity on behalf of the Gunditjmara and Wotjobaluk people.

Section 10 has further details on the status of the ELs and the ELA including expiry and renewal dates and their status.

16 NAVARRE MINERALS LIMITED / Prospectus

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----- Start of picture text -----

Navarre Minerals Limited
Author: G McDermottNov 2010 Black Ranges Grampians-StaVolcanic Corridvelyor
MGA Zone 54 Projection: 0 20km
EL 4986
NAVARRE TENEMENTS
Mitre NAVARRE PRIORITY TARGETS
EL 4973 NAVARRE OTHER TARGETS
INTERPRETED GRANITE
CAMBRIAN VOLCANICS
STATE & NATIONAL PARKS
EL 4647 NORTH
5 900 000 mN EL 4590
New Moon
Eclipse
5 860 000 mN
ELA 5164
URRAY BASINC
M OVER
APPR
O
F
X
O
I
IT
M
IM
560 000 mE 600 000 mE 640,000 mE
A
L
T
NR
SE
EH
TUO
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Figure 3: Black Ranges Project location, interpreted basement geology and targets.

Navarre Minerals (2008 – present). As part of its exploration program Navarre has:

• reviewed all historical data;

• reprocessed and interpreted previous airborne magnetic, radiometric, EM and electrical geophysics survey data;

• conducted a high resolution airborne magnetic and radiometric survey and subsequent inversion modelling;

• conducted Induced Polarisation (“IP”) geophysical surveys over the Eclipse and New Moon Prospects;

• drilled three diamond holes totalling 612m into IP targets at the Eclipse Prospect which intersected mineralised hydrothermal alteration interpreted to be typical footwall alteration below a potential VMS deposit (Figures 4 & 5); and

“The occurrence within the Eclipse Project of:

• i. Widespread and emphatic silica-sericite-pyrite alteration, along with zones of signifi cant base metal veining, within

• ii. a felsic to andesitic volcanic and volcaniclastic package strikingly similar to the Mixed Sequence that hosts the Que River and Hellyer VMS deposits in similarly aged rocks in western Tasmania, occurring apparently stratigraphically below

• iii. a basalt package with pronounced similarities to the distinctive Hellyer Basalt, which in turn appears to underlie

• iv. a black shale siltstone very similar to the Que River Shale that overlies the Hellyer Basalt

  • together constitute a very attractive VMS exploration package drawing on obvious parallels with the setting of the Que River… and Hellyer… deposits in western Tasmania.”

• Navarre engaged a consultant from the University of Tasmania to undertake a petrographic study of the diamond drill core. The consultant concluded:[1]

1 Quote from “Prospectivity of the Eclipse Project, Black Range Region, western Victoria.” Unpublished report for Navarre Discovery No 1 Pty Ltd by Anthony J Crawford, CODES, University of Tasmania.

NAVARRE MINERALS LIMITED / Prospectus 17

4. BLACK RANGES COPPER, ZINC, GOLD PROJECT continued

Signifi cant drill results from previous exploration and recent drilling on the Eclipse Prospect are shown in Table 1 below:

TABLE 1: Eclipse Prospect signifi cant drill intercepts.[5]

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COMMENTS
2
2
3
1 2,4
HOLE ID (company) HOLE COLLAR EAST (MGA94) HOLE COLLAR NORTH (MGA94) DRILL TYPE DRILL HOLE DIP/ AZIMUTH (MGA94) DOWN-HOLE DEPTH FROM (m) DOWN-HOLE INTERVAL (m) COPPER % ZINC % SILVER g/t GOLD g/t
----- End of picture text -----

PD89GM40 (Rio Tinto)	600 038	5 884 451	RC	-60/085	38.0	18.0	0.0	1.0	12	0.5	footwall alteration zone
				includes	48.0	2.0	0.1	2.3	21	1.0
DD89GM46 (Rio Tinto)	600 029	5 884 453	DDH	-60/085	30.5	40.0	0.1	0.5	6	0.3	footwall alteration zone
				includes	62.2	8.4	0.1	1.3	14	0.5
RC92GM52 (Rio Tinto)	600 060	5 884 443	RC	-90	28.0	15.0	0.7	1.9	11	0.8	footwall alteration zone
				includes	29.0	5.0	0.2	3.9	27	1.4
				includes	39.0	4.0	1.8	2.3	6	0.4
				includes	40.0	1.0	3.2	6.0	14	0.4	hole ends in mineralisation at 43.0m
RC92GM55 (Rio Tinto)	600 030	5 884 253	RC	-90	29.0	13.0	0.7	0.1	2	0.2	footwall alteration zone
				includes	29.0	2.0	2.2	0.0	7	0.5	hole ends in mineralisation at 42.0m
RC93GM65 (Rio Tinto)	600 348	5 884 012	RC	-90	37.0	2.0	3.0	0.0	15	2.0	semi-massive sulf de
DD10BR001 (Navarre)	600 074	5 884 447	DDH	-76/270	1.3	276.1	0.0	0.3	2	0.1	footwall alteration
				includes	147.0	6.0	0.0	1.0	1	0.1
				includes	183.5	0.7	6.4	0.4	12	0.1	chalcopyrite vein

1 Rio Tinto drill results have been sourced from publicly available information contained within the Victorian Department of Primary Industries Earth Resources, GeoVic website under the Boreholes area. Rio Tinto gold values determined by acqua–regia digest with atomic absorption (“AA”) fi nish or by fi re assay with AA fi nish (diamond core). For assays other than gold, Rio Tinto used a multi-acid digest followed by inductively coupled plasma atomic emission spectroscopy (“ICP-AES”) fi nish. Navarre gold values determined by fi re assay with AA fi nish. For assays other than gold, Navarre used a multi-acid digest followed by ICP-AES fi nish. All assays, other than for diamond holes, are based on 1 metre grab samples with the exception of PD89GM40, which is based on 2 metre grab samples. Diamond core assays are based on cut half core samples of varying lengths of up to a maximum 2 metres based on geological intervals. Core recovery for reported intervals varies from moderate to very high dependent on depth below surface. Intercepts are down-hole lengths with grades weighted for length. True widths are not known.

2 MGA94 refers to the Australian Standard of geographic co-ordinates known as Map Grid of Australia 1994 (“MGA94”).

• 3 Drill Type refers to the type of drilling method used to obtain representative samples. RC is an abbreviation for Reverse Circulation percussion drilling while DDH is an acronym for diamond drill hole.

• 4 Drill Hole Dip is the angle of the drill hole as measured from horizontal (negative values indicate down). Drill Hole Azimuth refers to the direction in which the drill hole has been drilled relative to north MGA94.

• 5 There has been insuffi cient exploration undertaken on the Eclipse Prospect to defi ne a mineral resource and it is uncertain if further exploration will result in determination of a mineral resource.

18 NAVARRE MINERALS LIMITED / Prospectus

Navarre proposed exploration program

In accordance with the strategy outlined in Section 3.3 Navarre has developed an exploration program and budget to achieve a number of objectives at the Black Ranges Project in the next two years. This includes:

• drilling to target potential “Hellyer-style” VMS mineralisation on the interpreted “Holy Host” horizon at the Eclipse Prospect. Recent exploration has demonstrated mineralised hydrothermal alteration which typically occurs on the footwall side (below) a VMS deposit (Figures 4, 5 and Table 1). Navarre intends to use a combination of electrical geophysics and diamond drilling to target massive sulfi de mineralisation above the alteration in the interpreted “Holy Host” horizon.

• drilling to target potential VMS mineralisation at the New Moon Prospect based on results of Navarre’s 2009 IP program;

• drilling the interpreted “Holy Host” horizon along strike and down-dip of the Eclipse Prospect for potential VMS cluster deposits. Navarre intends to vector towards new deposits using a combined geochemical, 3D structural, electrical geophysical and diamond drilling approach;

• drilling the greenfi elds Mitre Prospect for VMS and copper gold porphyry style mineralisation using a drilling grant of $17,000 awarded to Navarre from the Victorian Government Rediscover Victoria Drilling 3 program; and

• defi ning a portfolio of new regional exploration targets within the properties based on evaluation of historical data, volcanic mapping programs, structural analysis, geochemical sampling and geophysical surveying.

==> picture [482 x 284] intentionally omitted <==

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GRAMPIANS GROUP
COVER ROCKS
CAMBRIAN
BASALT
EM TARGET
SUBCROP
OF FOOTWALL
HYDROTHERMAL
ALTERATION
A B
NORTH
Navarre Minerals Limited
Author: Black Ranges
G McDermott Eclipse Prospect
Oct 2010 Interpretation of Surface Geology on Magnetic Image
MGA Zone 54 (GDA 94) Projection: Significant Drill Hole
0 300m
S
E
D
I
M
E
N
T
S
I
A
N
C
A
M
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R
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Figure 4: Magnetic Image of the Eclipse Prospect showing location of EM anomaly, Table 1 drill hole collars and interpreted sub-surface geological features. The A-B Line represents the location of a cross-section shown in Figure 5.

NAVARRE MINERALS LIMITED / Prospectus

19

4. BLACK RANGES COPPER, ZINC, GOLD PROJECT continued

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----- Start of picture text -----

Navarre Minerals Limited
BLACK RANGES
ECLIPSE PROSPECT
CONCEPTUAL TARGET IN
CROSS SECTION
Conceptual Target
Grampians Cover
Sediments
Footwall Volcanics
Interpreted “Holy Host”
HorizonHangingwall Basalt ?
Cambrian Sediments DD10BR001
276.1m @ 0.3%Zn
Footwall Alteration Zone
Drill holes (projection)
Fault
0 300m
Author: G McDermott
Date: Oct 2010
Projection: MGA Zone 54 (GDA 94)
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
----- End of picture text -----

Figure 5: Geological cross-section through the Eclipse Prospect showing interpretation of geology, geophysics and location of a conceptual VMS target. The inset shows a cross-section of the Hellyer deposit at the same scale and rotated parallel to the interpreted orientation of the Eclipse footwall alteration. The location of the A-B Line is shown in Figure 4.

Notes:

• 1 The basis of this diagram is that it is a geological interpretation based on information obtained from surface mapping, drilling and geophysical surveys and its projection at depth. The location of the massive sulphide target shown is conceptual in nature and it is uncertain if further exploration will result in the identifi cation of a massive sulphide deposit in this position.

• 2 The Hellyer cross section is modifi ed after Gemmell, J.B. and Large, R.R. 1992. Stringer system and alteration zones underlying the Hellyer volcanic-hosted massive sulfi de deposit, Tasmania, Australia. Economic Geology 87, 620-649.

• 3 The EM Anomaly is one of three EM targets identifi ed by previous explorer, Rio Tinto (see Section 4, Exploration history).

Budget

Table 2 summarises the use of funds anticipated for the Black Ranges Project for a two year period ending 31 December 2012 (excluding GST) and assuming full subscription.

TABLE 2: Black Ranges Project exploration budget.

Use of Funds	Year 1 $	Year 2 $	Total $
Data collection and management	95,000	95,000	190,000
Geophysical surveys	250,000	135,000	385,000
Drilling (Diamond and Percussion)	735,000	620,000	1,355,000
Total	1,080,000	850,000	1,930,000

20 NAVARRE MINERALS LIMITED / Prospectus

5. BENDIGO NORTH GOLD PROJECT

Introduction

The Bendigo North Gold Project is 180km northnorthwest of Melbourne and approximately 40km north of the Bendigo Goldfi eld in central Victoria (Figure 6). The project area contains the Tandarra gold discovery made by Leviathan in 2006 which recorded nuggety gold mineralisation from drilling below Murray Basin cover sediments into basement ridges that were detected using ground gravity surveys.

The Company believes there is potential for both orogenic gold hosted within quartz reefs in the basement rocks as well as deep lead gold deposits preserved within valleys located on the surface of the buried basement rocks. As all previous exploration drilling was directed at testing the buried ridges for quartz reef gold deposits, the buried valleys remain untested.

Tenement status

The Bendigo North Gold Project comprises an Exploration Licence, EL 4897, which covers an area of 144 sq km.

On 25 June 2008, Navarre entered into the Tenement Sale Agreement with Leviathan to acquire certain mineral properties including EL 4897. Details of the Tenement Sale Agreement are given in Section 14.1.

Under the Tenement Sale Agree Leviathan has an Earn In Right for a 60% interest in EL 4897 under certain conditions.

Section 10 has further details on the status of the tenement.

Local geology and mineralisation

The Bendigo North Project is in the Bendigo Structural Zone of the Lachlan Fold Belt, which contains extensive historical (alluvial and reef) gold production. Reef gold mineralisation is associated with quartz veins in folded Ordovician basement rocks.

Previous drilling has indicated:

• existence of buried ridges and valleys covered by Murray Basin sands and clays that range from 20m to over 110m thick;

• the presence of orogenic gold in the basement ridges; and

• the presence of gold-bearing gravels on the buried ridges.

These factors lead Navarre to believe that the buried valleys have potential to host deep lead gold mineralisation.

Exploration history

Several exploration programs have occurred since 2005:

• In 2005, Leviathan undertook a 63 hole regional and infi ll air core drilling program over gravity targets. This confi rmed the gravity targets to be buried basement ridges under Murray Basin cover. The drill results returned gold anomalies on several drill traverses.

• In 2006, Leviathan conducted follow-up air core and diamond drilling that defi ned a zone of gold mineralisation of approximately 7km strike length, referred to as the Tandarra Prospect. The mineralisation intersected at Tandarra is related to quartz–sulfi de veins and locally derived interface quartz gravels.

Low repeatability of individual gold results by duplicate fi re assays confi rmed a strong “nugget effect” analogous to the Bendigo Goldfi eld (Table 3).

• In 2007, Leviathan followed up the Tandarra discovery by completing an infi ll air core and diamond drilling program.

Signifi cant intercepts recorded from these programs are shown in Table 3.

The basement geology of the entire project area is obscured by younger sediments of the Murray Basin (Figure 6).

NAVARRE MINERALS LIMITED / Prospectus 21

5. BENDIGO NORTH GOLD PROJECT continued

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Tandarra
Prospect
EL 4897
Bendigo
Goldfield
NORTH
Navarre Minerals Limited
Bendigo
Author: Bendigo North
G McDermott Gravity Image
Oct 2010
MGA Zone 55 Projection: INTERPRETED BURIED DRAINAGEINTERPRETED FAULTSGRANITE
0 20km
R
P
E
P
V
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Figure 6: EL 4897 Tenement location on an interpretation of the regional gravity image showing relationship of the Tandarra Prospect to the Bendigo Goldfi eld.

22 NAVARRE MINERALS LIMITED / Prospectus

TABLE 3: Tandarra Prospect signifi cant peak assay results returned from air core drilling.[7,8]

==> picture [484 x 66] intentionally omitted <==

----- Start of picture text -----

RANGE OF GOLD ASSAYS
HOLE HOLE DOWN-HOLE PEAK
IN PEAK INTERVAL [1,5,6]
TOTAL COLLAR COLLAR DRILL GOLD ASSAY
(g Au/t)
HOLE DEPTH EAST NORTH HOLE INTERVAL [4]
ID (m) (MGA94) [2] (MGA94) [2] DIP [3] (m) Min Max
----- End of picture text -----

TAC102	93	246 437	5 974 519	-90	81-82	3.0	12.1
TAC105	75	246 597	5 973 699	-90	70-72	0.7	8.0
TAC125	108	246 441	5 974 521	-90	104-105	3.1	259.8*
TAC136	81	246 601	5 973 701	-90	64-65	0.9	36.5
TAC146	75	246 855	5 972 825	-90	42-43	8.6*	10.5
TAC149	102	246 507	5 972 813	-90	43-44	1.1	1.3*
TAC152	115	246 754	5 972 430	-90	101-102	0.5	1.9*
TAC219	99	248 642	5 973 627	-90	85-86	8.5	8.5

1 Assay values determined by fi re assay with AA fi nish except for those determined by acqua-regia digest with AA fi nish which are suffi xed by *.

2 MGA94 refers to the Australian Standard of geographic co-ordinates known as Map Grid of Australia 1994 (“MGA94”).

3 Drill Hole Dip is the angle of the drill hole as measured from zero, horizontal (negative values indicate down).

4 Peak Gold Assay Interval refers to the sample interval in the drill hole that reported the highest gold grade in the drill hole. This method has been chosen to avoid the potential of reporting in-hole contamination of gold smearing from the peak interval throughout the remainder of the drill hole as a result of wet sampling.

5 Range of Gold Assays in Peak Interval shows the range of gold assay results returned from re-assay and/or re-sampling of the same depth interval. Marked variations in the assay ranges are believed to refl ect the presence of coarse nuggety gold.

• 6 The assay results reported in this table are from “spear” sampling of wet air core samples.

• 7 The drill results shown in this Table are compiled from internal reports of Leviathan.

• 8 There has been insuffi cient exploration undertaken on the Tandarra Prospect to defi ne a mineral resource and it is uncertain if further exploration will result in determination of a mineral resource.

NAVARRE MINERALS LIMITED / Prospectus 23

5. BENDIGO NORTH GOLD PROJECT continued

In 2009, Navarre re-logged the air core drill chips and reprocessed the gravity data to better defi ne the buried topography of the gold-bearing basement rocks beneath the Murray Basin cover sequences. This model forms the basis from which Navarre has planned further exploration drilling to test for potential deep lead and quartz reef gold deposits.

A plan image of this model shows the variation in the depth to basement and illustrates the location of the buried drainage patterns within which deep lead mineralisation may occur (Figure 7).

==> picture [483 x 332] intentionally omitted <==

----- Start of picture text -----

170
145
980 000 mN
120
95
TAC125
TAC102
975 000 mN
TAC105
TAC136
TAC146 70
TAC219
TAC149
TAC152 45
970 000 mN
20
Modelled Depth to Top of Basement (m)
NORTH
Navarre Minerals Limited
Author: Bendigo North
G McDermott Modelled Depth to
965 000 mN Oct 2010 Top of Basement
MGA Zone 55 Projection: 0 5km
EL 4897
INTERPRETED BURIED DRAINAGE
ZONE OF STRONG GOLD
MINERALISATION
960 000 mN SIGNIFICANT AIR CORE HOLES
AIR CORE HOLES
240000 mE 245000 mE 250000 mE 255000 mE
----- End of picture text -----

Figure 7: Plan image of the modelled depth to top of basement derived from a gravity model and drilling. Location of drill hole intercepts of Table 3 are highlighted. Contour intervals are 10m apart. Note the interpreted buried drainage system cutting the Tandarra quartz reef discovery zone.

24 NAVARRE MINERALS LIMITED / Prospectus

Navarre proposed exploration program

Navarre’s planned exploration program at the Bendigo North Project is as follows:

• conduct infi ll and step-out drilling of the Tandarra quartz reef gold discovery. Initial drill testing will be in areas with less than 50m of cover sediments; and

Budget

Table 4 summarises the use of funds anticipated for the Bendigo North Project for a two year period ending 31 December 2012 (excluding GST) and assuming full subscription.

• test for the presence of deep lead gold deposits by drilling the buried channels that drain the Tandarra discovery. Navarre will fi rst undertake a small infi ll ground gravity survey and generate a high resolution gravity model to identify possible gravity gold traps within buried valleys, which Navarre will then drill test.

TABLE 4: Bendigo North Project exploration budget.

==> picture [482 x 34] intentionally omitted <==

----- Start of picture text -----

Year 1 Year 2 Total
Use of Funds $ $ $
----- End of picture text -----

Data collection and management	65,000	65,000	130,000
Geophysical surveys	60,000	–	60,000
Drilling (Air core and Diamond)	240,000	190,000	430,000
Total	365,000	255,000	620,000

NAVARRE MINERALS LIMITED / Prospectus 25

6. KINGSTON GOLD PROJECT

Introduction

The Kingston Gold Project is 220km northwest of Melbourne and 30km northeast of Stawell in western Victoria (Figure 8). The project area includes the old Kingston Gold Mine and approximately 50% by area of the historic Landsborough Goldfi eld.

The project area has the potential for depth extensions and repeats of Kingston-style mineralisation.

Tenement status

The Kingston Gold Project comprises an Exploration Licence application, ELA 5280, which covers an area of 260 sq km. The licence application includes all crown and freehold land.

Section 10 contains further details on the status of the tenement.

Local geology

The Kingston Project area is underlain by a basement of folded sandstones, siltstones and shales that are traversed by large northwest-trending faults. These faults have been interpreted from recent seismic refl ection data collected by Geoscience Victoria to be thrusts that penetrate deep into the crust and possibly acted as major fl uid conduits during gold mineralisation.

The project area is traversed by a northwest trending fault referred to as the Landsborough Fault (“LF”) which is parallel to the fault system that hosts the 5Moz Stawell Gold Mine. From geophysical surveys undertaken by the previous owner, the LF is interpreted to split into two distinct faults which may have controlled the formation of the northeast-trending quartz stockwork hosted gold mineralisation that characterises the old Kingston Mine deposit (Figure 9, 10).

==> picture [484 x 302] intentionally omitted <==

----- Start of picture text -----

Navarre Minerals Limited
Author: G McDermott KingstonLocation of
Exploration Licence Application
Oct 2010 Projection: MGA Zone 54 (GDA 94)
0 10km
----- End of picture text -----

Figure 8: Location diagram of the Kingston Exploration Licence Application showing proximity to Stawell.

26 NAVARRE MINERALS LIMITED / Prospectus

==> picture [369 x 374] intentionally omitted <==

----- Start of picture text -----

Navarre Minerals Limited
Author: Kingston Project
G McDermott Major Prospects and Targets
Oct 2010 on Surface Geology
MGA Zone 54 Projection: FAULTS BASEMENT ROCKS
(GDA 94) COVER ROCKS
0 [ 2 4 8km]
----- End of picture text -----

Figure 9: Surface geology plan of the Kingston Project area showing major prospects, targets and major faults.

Mining and exploration history

Alluvial gold was discovered in the Landsborough district in the 1860s.

From 1900 to 1903, hard rock gold mining occurred at the Kingston Mine, with production estimated to be 2,762ozs of gold from 11,764 tonnes of ore, at an average grade of 7.3g Au/t.

In the 1980s, WMC Limited (“WMC”) drilled 213 percussion, reverse circulation and diamond holes totalling 10,312m around the old Kingston Mine. Signifi cant gold intersections were 8m @ 23.0g Au/t from 28m in KINC6; and 9m @ 40.5g Au/t from 78m in KINC58 (Table 5, Figure 11).

More recently Range River Gold Limited (“RRG”) (2002-2010) undertook a program of geological mapping, rock chip sampling and drilling. The best drilling results were 5m @ 12.6g Au/t from 63m in hole KNGC6; 6m @ 5.8g Au/t from 52m in hole KNGC4; and 5m @ 4.3g Au/t from 77m in hole KNGC2 (Table 5, Figure 11).

Signifi cant gold intercepts returned from previous drilling campaigns are shown in Table 5 and Figure 11.

NAVARRE MINERALS LIMITED / Prospectus 27

6. KINGSTON GOLD PROJECT continued

==> picture [369 x 375] intentionally omitted <==

----- Start of picture text -----

Interpreted
Navarre Minerals Limited
Author: Kingston Project
G McDermott Major Prospects and Targets
Oct 2010 on Airborne Magnetics
Projection: MGA Zone 54 (GDA 94) FAULTS
0 [ 2 4 8km]
----- End of picture text -----

Figure 10: Kingston Project magnetic image showing major prospects, targets and major faults.

Navarre proposed exploration program

Navarre’s planned exploration program at the Kingston Project is as follows:

• review existing geological information including re-logging of existing diamond drill core;

Budget

Table 6 summarises the use of funds anticipated for the Kingston Project for a two year period ending 31 December 2012 (excluding GST) and assuming full subscription and grant of Exploration Licence before March 2011.

• undertake detailed airborne geophysical surveys; and

• generate target models and drill test.

28 NAVARRE MINERALS LIMITED / Prospectus

TABLE 5: Kingston Mine Prospect signifi cant gold intercepts from previous exploration drilling.[5]

==> picture [483 x 59] intentionally omitted <==

----- Start of picture text -----

HOLE HOLE DOWN DOWN
TOTAL COLLAR COLLAR DRILL HOLE HOLE HOLE GOLD
HOLE ID DEPTH EAST NORTH DRILL DIP/AZIMUTH DEPTH INTERVAL ASSAY
(company) [2] (m) (MGA94) [1] (MGA94) [1] TYPE [3] (MGA94) [1,4] FROM (m) (m) g Au/t
----- End of picture text -----

KINC6(WMC)	44.5	678 035	5 920 275	RC	-60/112	28.0	8.0	23.0
KINC41(WMC)	70.0	678 058	5 920 234	RC	-60/292	59.0	11.0	4.8
KINC55(WMC)	112.0	678 044	5 920 291	RC	-60/112	35.0	7.0	9.0
KINC58(WMC)	115.0	677 992	5 920 278	RC	-60/112	78.0	9.0	40.5
KINC60(WMC)	136.0	678 184	5 920 255	RC	-90/000	92.0	2.0	24.8
KINC193(WMC)	50.0	678 034	5 920 282	RC	-66/112	39.0	11.0	7.4
KNGC2(RRG)	103.0	677 996	5 920 275	RC	-60/124	77.0	5.0	4.3
KNGC4(RRG)	93.0	678 010	5 920 273	RC	-60/130 includes includes	52.0 52.0 66.0	29.0 6.0 6.0	2.0 5.8 2.2
KNGC6(RRG)	99.0	678 013	5 920 290	RC	-60/124	63.0	5.0	12.6
KNGC8(RRG)	100.0	678 001	5 920 259	RC	-60/141	50.0	15.0	1.6
KNGC9(RRG)	113.0	677 981	5 920 260	RC	-60/124	105.0	4.0	3.8
KNGC15(RRG)	75.0	677 934	5 920 207	RC	-52/102	64.0	3.0	3.9
KNGC1(RRG)	95.0	677 924	5 920 206	RC	-60/101	78.0	4.0	2.2
KNGCD19(RRG)	75.0	678 013	5 920 251	DDH	-60/138	24.3	32.1	1.5

1 MGA94 refers to the Australian Standard of geographic co-ordinates known as Map Grid of Australia 1994 (“MGA94”).

2 WMC and RRG drill results have been sourced from publicly available information contained within the Victorian Department of Primary Industries Earth Resources, GeoVic website under the Boreholes area. WMC gold values determined by acqua-regia digest with AA fi nish. RRG gold values determined by fi re assay with AA fi nish. All assays, other than the diamond hole, are based on 1 metre riffl e split or spear samples. Diamond core assays are based on cut half core samples of varying lengths of up to a maximum 1.3 metres based on geological intervals. Core recovery for reported interval is moderate to very high. Intercepts are down-hole lengths with grades weighted for length. True widths are not known.

3 Drill Type refers to the type of drilling method used to obtain representative samples. RC is an abbreviation for Reverse Circulation percussion drilling while DDH is an acronym for diamond drill hole.

4 Drill Hole Dip is the angle of the drill hole as measured from zero, horizontal (negative values indicate down). Drill Hole Azimuth refers to the direction in which the drill hole has been drilled relative to north MGA94.

5 There has been insuffi cient exploration undertaken on the Kingston Mine Prospect to defi ne a mineral resource and it is uncertain if further exploration will result in determination of a mineral resource.

NAVARRE MINERALS LIMITED / Prospectus 29

6. KINGSTON GOLD PROJECT continued

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----- Start of picture text -----

677800mE 678000mE
5920200mN
5(12.6)
Tailing 5(4.3) 6(5.8)
Sands 6(2.2) 7(9.0)
11(7.4)
KNGC6
KINC193
4(3.8) 9(40.5) KNGC8KNGC2KINC58KNGC4KINC55 KINC6 8(23.0) 2 (24.8)
KNGC9
KNGCD19 KINC60
KINC41 11(4.8)
Kingston Navarre Minerals Limited
Author: Kingston
32.1(1.5) G McDermott Significant Drill Hole
4(2.2) KNGC15 Pit 15(1.6) Oct 2010 Intercepts
KNGC16 MGA Zone 54 Projection: 0 50m
3(3.9) Shaft
5920000mN Drilling
Quartz Veins
Underground Workings
NORTH 11(4.8) metres (gold g/t)
EXTENTOFB
REC
CIATION & STOCKWORKS
----- End of picture text -----

Figure 11: Kingston Mine Prospect previous drilling showing signifi cant gold intercepts. The numbers in the rectangles are taken from Table 5 and show the down hole interval in metres and the gold assay in g Au/t.

TABLE 6: Kingston Project exploration budget.

==> picture [484 x 35] intentionally omitted <==

----- Start of picture text -----

Year 1 Year 2 Total
Use of Funds $ $ $
----- End of picture text -----

Data collection and management	50,000	75,000	125,000
Geophysical surveys	75,000	60,000	135,000
Drilling (Diamond and Percussion)	150,000	355,000	505,000
Total	275,000	490,000	765,000

30 NAVARRE MINERALS LIMITED / Prospectus

7. BALLARAT SOUTH GOLD PROJECT

Introduction

The Ballarat South Gold Project is 120km northwest of Melbourne and 15km south of Ballarat (Figure 12). Historical production from the Ballarat Goldfi eld is estimated at 11.0 million ounces of gold and was mainly derived from alluvial mines with 3.2 million ounces of gold recorded from quartz reef sources.

Several important geological features are interpreted to control the location of higher grade gold mineralisation in the Ballarat Goldfi eld. One of these features is a prominent north-south trending gravity ridge that is located beneath the main quartz reef workings of the Ballarat Goldfi eld. This gravity ridge is interpreted to be mafi c volcanic rocks which may be a possible source for gold-bearing fl uids that were introduced into quartz reefs.

Navarre considers this gravity ridge as a conceptual Stawell-type target where gold mineralisation occurs

Tenement status

The Ballarat South Gold Project comprises an Exploration Licence, EL 4996, which covers an area of 110 sq km.

On 25 June 2008, Navarre entered into the Tenement Sale Agreement with Leviathan to acquire certain mineral properties including EL 4996. Details of the Tenement Sale Agreement are outlined in Sections 14.1

Section 10 contains further details on the status of the tenement.

This gravity ridge extends south into EL 4996 and suggests that gold-bearing quartz reefs may be present beneath the historic shallow workings within the project area. Research suggests there has been little drilling and exploration underneath the shallow historic workings on EL 4996.

==> picture [483 x 276] intentionally omitted <==

----- Start of picture text -----

Navarre Minerals Limited
Author: G McDermott Ballarat SouthLocation of
Exploration Licence
Oct 2010 Projection: MGA Zone 54 (GDA 94)
0 5km
----- End of picture text -----

Figure 12: Location diagram of the Ballarat South Exploration Licence showing proximity to Ballarat.

NAVARRE MINERALS LIMITED / Prospectus 31

7. BALLARAT SOUTH GOLD PROJECT continued

Local geology and mineralisation

The Ballarat Goldfi eld geology is dominated by quartz-rich sandstones and mudstones thought to be Ordovician in age. Deformation of these rocks has resulted in a fold and fault geometry that has controlled the distribution of mineralised quartz reef structures. Quartz reef gold is generally concentrated in west-dipping faults and vein arrays associated with shears on the east limb of anticlines. The reef gold exhibits typical “nuggety” grade distribution.

Gold deposits mined in the Ballarat region occur as shallow alluvials, deep buried alluvials (”deep leads”) and as quartz reef deposits within the folded Ordovician sedimentary rocks.

Within the project area, Quaternary valley fi ll sediments, often worked for shallow alluvial gold, cover the basement Ordovician sedimentary rocks. Tertiary basalt lava fl ows partially cover the basement sediments through the central portion of the project area and in some of the old valleys in the southern sector of the licence.

There is evidence of historical small gold workings in the project area (Figure 13).

Mining and exploration history

A small amount of modern exploration has been conducted over Navarre’s EL 4996. This work includes geological mapping, rock chip sampling and regional geophysical surveys. However, there has been little drilling or modern exploration underneath the shallow historic workings on EL 4996.

Exploration conducted by Navarre, to date, has included re-processing and interpretation of previous geophysical surveys to aid identifi cation on regional controls on gold mineralisation (Figure 13). The results of this work have uncovered a possible linkage between gold mineralisation and a gravity ridge interpreted to represent mafi c volcanic rocks at depth. This gravity ridge continues south into Navarre’s project area (Figure 13).

Navarre proposed exploration program

Navarre’s planned exploration program at the Ballarat South Project is to test for conceptual Stawell-type mineralisation as follows:

• undertake a detailed ground gravity survey to map the gravity ridge;

• undertake detailed prospect mapping; and

• generate target models and drill test.

Alluvial gold was discovered in Ballarat in 1851. A gold rush commenced with shallow diggings from 1851 to 1854 and continued with a period of deep lead mining from 1855 to 1872. Major production from alluvial mines ceased in 1881. The Ballarat alluvials were worked extensively over a distance of 36km from north of Ballarat into the southern extent of the project area (Figure 13).

Soon after the discovery of alluvial gold, quartz reef gold was mined from 1860 to 1918.

32 NAVARRE MINERALS LIMITED / Prospectus

==> picture [307 x 378] intentionally omitted <==

----- Start of picture text -----

Navarre Minerals Limited
Author: Ballarat South Project
G McDermott Historic Mine Sites on
Gravity Image
Oct 2010 Projection: MGA Zone 54 (GDA94)
0 5km
----- End of picture text -----

Figure 13: Ballarat Goldfi eld mine occurrences on a gravity image which shows a spatial correlation between reef gold occurrences (green circles) and a gravity ridge interpreted to represent mafi c volcanic rocks.

Budget

Table 7 summarises the use of funds anticipated for the Ballarat South Project for a two year period ending 31 December 2012 (excluding GST) and assuming full subscription.

TABLE 7: Ballarat South Project exploration budget.

==> picture [484 x 34] intentionally omitted <==

----- Start of picture text -----

Year 1 Year 2 Total
Use of Funds $ $ $
----- End of picture text -----

Data collection and management	40,000	40,000	80,000
Geophysical surveys	60,000	–	60,000
Drilling (Percussion and Diamond)	–	50,000	50,000
Total	100,000	90,000	190,000

NAVARRE MINERALS LIMITED / Prospectus

33

8. RISK FACTORS

Navarre is a mineral exploration company with a focus on gold, copper and zinc in Victoria. Due to the nature of the Company’s business activities and mineral exploration interests, investment in the Company carries with it risks reasonably expected of an investment in a business of this type. Accordingly, whilst Directors recommend the Offer, Shares offered by this Prospectus should be considered speculative. Prospective new investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus and consult their professional adviser, before deciding whether to apply for Shares.

The following summary is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

Exploration risk

The mineral tenements of the Company, as described in this Prospectus, are in the early stages of exploration and potential investors should understand that mineral exploration and development are high-risk undertakings.

There can be no assurance that exploration of the tenements currently held by the Company, or any other tenements that may be acquired in the future, will result in the discovery of an economic deposit. If exploration is successful, there will be additional costs and processes involved in moving to the development phase.

The exploration costs of the Company described in this Prospectus are based on certain estimates and assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to signifi cant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.

Operating risks

Operations may be affected by various factors, including failure to locate or identify deposits, failure to achieve predicted grades in exploration or mining, operational and technical diffi culties in mining and exploration, diffi culties in commissioning and operating plant and

equipment, the availability of power and water, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

No assurances can be given that commercial viability will be achieved through the successful exploration and/or mining of the tenement interests. Until we are able to realise value from the projects, the Company is likely to incur ongoing operating losses.

Additional requirements for capital

Navarre is a small entity and Navarre’s capital requirements will depend on numerous factors. Exploration costs will reduce Navarre’s cash reserves, which may not be replaced through future operations or other acquisition opportunities, should these prove unsuccessful or perform below expectations. Navarre would then be dependent on seeking additional capital elsewhere, through equity, debt or joint venture fi nancing, to support long term exploration and evaluation of its projects.

It is contemplated that Navarre will likely require further fi nancing after completing its budgeted use of funds as described in Section 1.7 over the two year period ending 31 December 2012. No assurance may be given that Navarre will be able to procure funding (if required) in a timely manner on terms acceptable to it. Any additional equity fi nancing will dilute shareholdings, and debt fi nancing, if available, may involve restrictions on fi nancing and operating activities. If Navarre is unable to obtain additional fi nancing as needed, it may be required to reduce the scope of its operations or scale back its exploration programs, as the case may be.

Reliance on key management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on the Directors. There can be no assurance given that there will be no detrimental impact on the Company if one or more of the Directors cease their employment.

34 NAVARRE MINERALS LIMITED / Prospectus

Liquidity

As a small entity, there is likely to be only limited liquidity in the Company’s Shares. The Shares might not be covered by research analysts.

Tenement title

All Exploration Licences in which the Company has an interest will be subject to applications for renewal, the success of which cannot be guaranteed. If a licence is not granted or renewed, the Company may suffer signifi cant damage through loss of the opportunity to discover and develop any mineral resources on that licence.

Section 10 of this Prospectus contains a summary of the Expiry and Renewal dates for the Company’s licences. The Exploration Licences are subject to expenditure requirements which must be met to keep them in good standing. For example, it should be noted that EL 4986 is presently of “poor standing”; however the Company intends to expend the requisite expenditure post the initial public offering to upgrade its status to “good standing”. In addition, following the closing of this initial public offering, Navarre will be required to make an application to the Relevant Minister for the transfer of mineral licences to be acquired from Leviathan under the Tenement Sale Agreement as described in Section 14.1 of this Prospectus.

Exploration Licence Applications ELA 5164 and ELA 5280, held by the Company, are subject to grant and are awaiting consideration by the Relevant Minister. The status and title to these tenements remain in force while the applications are considered. Further details with respect to these Exploration Licence Applications are set out in Section 10 (Independent Report on Exploration Tenements).

Navarre currently knows of no reason to believe that the Exploration Licence Applications will not be approved or granted. However, this cannot be guaranteed and there is some risk that these applications will not be approved or granted. Approvals of such applications are at the discretion of the Relevant Minister. If any such application is not approved, Navarre may suffer through loss of the opportunity to develop any mineral resources on that tenement, which may adversely affect Navarre.

Interests in tenements in Victoria are governed by Federal and Victorian legislation and are evidenced by the granting of licences. Each licence is for a specifi c term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, Navarre could lose title to or its interest in tenements if licence conditions are not met or if insuffi cient funds are available to meet expenditure commitments as and when they arise.

Further, exploration tenements, once granted, are subject to periodic renewal. There is no guarantee that current or future tenement renewals will be approved. Renewal of the term of a granted tenement is at the discretion of the Relevant Minister and may include additional or varied expenditure or work commitments or compulsory relinquishment of the areas comprising Navarre’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, fi nancial position and/or performance of Navarre.

For further information on Navarre’s tenements, please refer to Section 10 (Independent Report on Exploration Tenements).

Market conditions

The market price of the Shares can fall as well as rise and may be subject to varied and unpredictable infl uences on the market for equities in general and resource exploration shares in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

Environmental risks

Operations and proposed activities are subject to Victorian and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. The Directors intend to conduct activities to the highest standard of environmental obligation, including compliance with all environmental laws, in order to minimise damage to the environment and risk of liability. Nevertheless, there are certain risks inherent in exploration activities which could subject the Company to extensive liability.

NAVARRE MINERALS LIMITED / Prospectus 35

8. RISK FACTORS continued

Native title

The Company has interests in a number of tenements which include areas over which legitimate common law Native Title rights of Aboriginal Australians exist. It is also possible that tenements in which the Company may, in the future acquire, an interest may be areas over which Native Title rights exist. To the extent to which Native Title rights exist, the Company’s ability to gain access to tenements (through obtaining consent of any relevant landowner) or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

As at the date of this Prospectus, the Company is not aware of any Native Title rights which it expects to materially adversely affect operations. Details of Native Title rights and their potential implications for the Company are set out in Section 10 of this Prospectus. Whilst the Directors hold this view, no guarantee can be given that these Native Title rights (or any Native Title rights over areas in which the Company may in future acquire an interest) will not affect the Company.

Occupational health and safety

The mining industry has become subject to increasing occupational health and safety responsibility and liability. The potential for liability is a constant risk.

Economic risks

General economic conditions, movements in interest and infl ation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as the ability to fund those activities. If activities cannot be funded, there is a risk that tenements may have to be surrendered or not renewed. Furthermore, share market conditions may affect the value of the Company’s quoted securities regardless of operating performance. Share market conditions are affected by many factors such as:

• (a) general economic outlook;

• (b) interest rates and infl ation rates;

• (c) currency fl uctuations;

Political risk, commodity price volatility and exchange rates risks

In the event that the Company achieves exploration success, the revenue that may be derived through the sale of commodities exposes potential income to commodity price and exchange rate risks and any profi ts will be exposed to changes in the taxation or royalty regime in Australia. Commodity prices fl uctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fl uctuations for gold or base metals, technological advancements, forward selling activities and other macro-economic factors. Furthermore, international prices of various commodities are denominated in United States dollars, whereas the Company’s income and expenditure are and will be taken into account in Australian currency, exposing the Company to fl uctuations in the exchange rate between the United States dollar and the Australian dollar, as determined by international markets.

• (d) changes in investor sentiment toward particular market sectors;

• (e) the demand for, and supply of, capital; and

• (f) terrorism or other hostilities.

Investment speculative

The above list of risk factors ought not to be taken as an exhaustive list of the risks faced by the Company or by investors in the Company. The above factors, and others not specifi cally referred to above, may in the future materially affect the Company’s fi nancial performance and the value of the securities offered under this Prospectus. Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the market value of those Shares. No dividends are expected.

Potential investors should consider that an investment in the Company is speculative and should consult their professional adviser before deciding whether to apply for securities pursuant to this Prospectus.

36 NAVARRE MINERALS LIMITED / Prospectus

9. INDEPENDENT GEOLOGIST’S REPORT

INDEPENDENT EXPERT (GEOLOGICAL) REPORT PART OF INITIAL PUBLIC OFFERING

BY

NAVARRE MINERALS LTD

Job No. 1266_G Doc No. 1624 Date: December 2010 Prepared by: T.G. Summons FINAL

Mining One Pty Ltd Level 9, 50 Market Street Melbourne VIC 3000 T: +61 3 9600 3588 F: +61 3 9600 3944

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9. INDEPENDENT GEOLOGIST’S REPORT continued

1266\1624 i INDEPENDENTEXPERT(GEOLOGICAL) REPORT INITIALPUBLICOFFERING TABLE OF CONTENTS 1 INTRODUCTION................................................................................................................................ 1 1.1 Commission and Scope.......................................................................................................... 1 1.2 Applicability of the JORC Code (2004)................................................................................... 1 1.3 Applicability of the VALMIN Code (2005) ............................................................................... 2 1.3.1 Preamble ............................................................................................................................ 2 1.3.2 Discussion .......................................................................................................................... 2 1.4 Mining One Competence and Independence......................................................................... 3 1.5 Reliance on Information.......................................................................................................... 3 1.6 Consent................................................................................................................................... 3 1.7 Location of Projects ................................................................................................................ 3 2 REGIONAL GEOLOGY ..................................................................................................................... 4 2.1 Background............................................................................................................................. 4 3 DELAMERIAN FOLD BELT – DIMBOOLA ARC DOMAIN.............................................................. 5 3.1 Introduction ............................................................................................................................. 5 3.2 Rock Sequences..................................................................................................................... 5 3.3 Primary Mineralisation ............................................................................................................ 5 3.4 Secondary Mineralisation ....................................................................................................... 5 4 WESTERN LACHLAN FOLD BELT.................................................................................................. 6 4.1 Gold in Central Victoria........................................................................................................... 6 4.2 Age of Gold Mineralisation...................................................................................................... 6 4.3 Structural Setting of Gold Mineralisation ................................................................................ 6 4.4 Model for Gold Mineralisation................................................................................................. 7 4.5 Stawell Zone (includes the Kingston Project)......................................................................... 8 4.5.1 Introduction......................................................................................................................... 8 4.5.2 Lithologies and Structures.................................................................................................. 8 4.5.3 Primary Mineralisation........................................................................................................ 8 4.6 Bendigo Zone (includes the Bendigo North & Ballarat South Projects) ................................. 8 4.6.1 Introduction......................................................................................................................... 8 4.6.2 Lithologies and Structures.................................................................................................. 8 4.6.3 Mineralisation ..................................................................................................................... 9 4.6.4 Goldfield Classification ....................................................................................................... 9 5 BLACK RANGES COPPER, ZINC GOLD PROJECT.................................................................... 11 5.1 Introduction ........................................................................................................................... 11 5.2 Geological Setting................................................................................................................. 11 5.3 Previous Exploration............................................................................................................. 12 5.4 Exploration by Navarre Minerals Ltd .................................................................................... 12 5.5 Reasonability and Accuracy of the Navarre Statements...................................................... 13 5.5.1 Significant Statements...................................................................................................... 13 5.5.2 Correlation with Mt Read Volcanics in Tasmania............................................................. 13 5.5.3 Mining One Comments..................................................................................................... 15 1) Potential for VHMS Mineralisation........................................................................................ 15 2) Potential for Porphyry Style Mineralisation........................................................................... 16 5.6 Technical Risks associated with the Black Ranges Project ................................................. 16 5.6.1 Cover Sequences............................................................................................................. 16 5.6.2 Ground Water................................................................................................................... 16

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5.6.3 Volcanic Stratigraphic Complexity.................................................................................... 16
5.6.4 Structural Complexity ....................................................................................................... 17
5.7 Proposed Exploration by Navarre......................................................................................... 17
6 BENDIGO NORTH GOLD PROJECT ............................................................................................. 18
6.1 Introduction ........................................................................................................................... 18
6.2 Geological Setting................................................................................................................. 18
6.3 Previous Exploration............................................................................................................. 18
6.3.1 Pre – 2005........................................................................................................................ 18
6.3.2 Tandarra Prospect (2005 – 2007) .................................................................................... 19
6.4 Reasonability and Accuracy of the Navarre Statements...................................................... 22
6.4.1 Significant Statements...................................................................................................... 22
6.4.2 Potential Gold Endowment............................................................................................... 22
6.4.3 Overview........................................................................................................................... 22
6.4.4 Orogenic Gold Mineralisation........................................................................................... 24
6.4.5 Potential Supergene Gold Mineralisation......................................................................... 24
6.4.6 Potential Deep Lead Gold Mineralisation......................................................................... 24
6.4.7 Mining One Comments..................................................................................................... 24
6.5 Technical Risks associated with the Bendigo North Project ................................................ 26
6.5.1 Cover Sequences............................................................................................................. 26
6.5.2 Sedimentary Settings ....................................................................................................... 26
6.5.3 Volume – Variance Considerations.................................................................................. 26
6.6 Proposed Exploration by Navarre......................................................................................... 26
7 KINGSTON GOLD PROJECT......................................................................................................... 27
7.1 Introduction ........................................................................................................................... 27
7.2 Geological Setting................................................................................................................. 27
7.2.1 Regional ........................................................................................................................... 27
7.2.2 Local................................................................................................................................. 27
7.3 Gold Mineralisation............................................................................................................... 28
7.4 Previous Exploration............................................................................................................. 28
7.5 Reasonability and Accuracy of the Navarre Statements...................................................... 28
7.5.1 Significant Statements...................................................................................................... 28
7.5.2 Mining One Comments..................................................................................................... 29
7.6 Technical Risks associated with the Kingston Project ......................................................... 29
7.6.1 Cover Sequence............................................................................................................... 29
7.7 Proposed Exploration by Navarre......................................................................................... 29
8 BALLARAT SOUTH GOLD PROJECT........................................................................................... 30
8.1 Introduction ........................................................................................................................... 30
8.2 Geological Setting................................................................................................................. 30
8.2.1 Regional ........................................................................................................................... 30
8.2.2 Local................................................................................................................................. 30
8.3 Previous Exploration............................................................................................................. 30
8.4 Exploration by Navarre ......................................................................................................... 31
8.5 Reasonability and Accuracy of the Navarre Statement........................................................ 31
8.5.1 Significant Statement ....................................................................................................... 31
8.5.2 Mining One Comments..................................................................................................... 31
8.6 Technical Risks associated with the Ballarat South Project................................................. 32
8.6.1 Young (Quaternary) Basaltic Cover ................................................................................. 32
8.6.2 Cross-course faults........................................................................................................... 32
8.6.3 Volume – Variance Considerations.................................................................................. 32
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8.7 Proposed Exploration by Navarre......................................................................................... 32
9 REFERENCES................................................................................................................................. 33
10 TABLES........................................................................................................................................... 35
11 GLOSSARY ..................................................................................................................................... 40
TABLE INDEX
Table 1 Significant results for the aircore programs conducted by Leviathan Resources Ltd in 2006
and 2007................................................................................................................................20
Table 2 Significant results for the core drilling programs conducted by Leviathan Resources Ltd in
2006 and 2007 ......................................................................................................................21
Table 3 Intercepts in Murray Basin Sediments >0.1g Au/t (2006-07 drilling).....................................25
Table 4 Twin drilling TAC102 & 125 ...................................................................................................35
Table 5 Quartz bearing intercepts > 0.1g Au/t in fresh bedrock. Drilling in 2006-2007 done by
Leviathan and Perseverance.................................................................................................36
Table 6 Quartz free intercepts > 0.1g Au/t in weathered bedrock (2006-07 drilling) by Perseverance
Corporation Ltd ......................................................................................................................38
FIGURE INDEX
Figure 1 Location of Structural Zones in Victoria...................................................................................4
Figure 2 Simplified graphic log of the host volcanic sequence to the Hellyer VHMS ore body...........15
Figure 3 A schematic diagram of the aircore and cored holes drilled in the 2006 programs ..............23
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1 INTRODUCTION

1.1 Commission and Scope

Navarre Minerals Ltd (Navarre) commissioned Mining One Pty Ltd (Mining One) to prepare an Independent Expert (Geological) Report for inclusion in a Prospectus to be lodged by Navarre for an initial public offering of shares to raise up to $5.0M. Mining One understands that Navarre will apply to the ASX for admission to the official list and for the shares offered by the Prospectus to be granted quotation.

The scope of Mining One’s assignment was to prepare the report for inclusion in the Prospectus, addressing the following items:

1. Comment on the reasonableness and accuracy of the Navarre descriptions;

2. Provide brief opinions on the major issues and perceived risks associated with each project; and

3. Comment on the proposed exploration programs and budgets

The Report has been prepared independently and in accordance with the Code and Guidelines for Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports, 2005 (the “VALMIN Code”). It is a Technical Assessment Report as defined in the VALMIN Code.

This report has also been prepared in accordance with the requirements of the Australian Securities and Investments Commission Regulatory Guides 111 and 112 (ASIC, 2007).

Certain parts of this report also refer briefly to the JORC Code (2004), and the relevant aspects are discussed hereunder.

1.2 Applicability of the JORC Code (2004)

Parts of this report pertain to the JORC Code, in particular clauses 16, 17 and 20, which refer to the reporting of Exploration Results and to an Inferred Mineral Resource.

Clause 16 of the JORC Code can be summarised to state that:

“Exploration Results include data and information generated by exploration programs that may be of use to investors. The reporting of such information is common in the early stages of exploration when the quantity of data available is generally not sufficient to allow any reasonable estimates of Mineral Resources.”

Clause 17 of the JORC Code can be summarised to state that:

“ Public Reports of Exploration Results must contain sufficient information to allow a considered and balanced judgement of their significance ……must not be presented so as to unreasonably imply that potentially economic mineralisation has been discovered. If true widths of mineralisation are not reported, an appropriate qualification must be included in the Public Report”

Clause 20 of the JORC Code states that:

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“An Inferred Mineral Resource is that part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pit, workings and drill holes which may be limited or of uncertain quality and reliability………………………………….commonly it would be reasonable to expect that the majority of Inferred Mineral Resources would upgrade to Indicated Mineral Resources with continued exploration.”

1.3 Applicability of the VALMIN Code (2005)

1.3.1 Preamble

The VALMIN Code is a code written for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports prepared by the VALMIN Committee, a joint committee of the AusIMM (Australasian Institute Of Mining and Metallurgy) and AIG (Australian Institute of Geoscientists) and MICA (Mineral Industry Consultants Association).

1.3.2 Discussion

This Report refers to the VALMIN Code, in particular the definition clauses of the VALMIN Code D20 and D21, which respectively refer to Mineral Assets, and to Mineral Resources and Ore Reserves.

Clause D20 of the VALMIN Code can be summarised to state that most Mineral Assets can be classified as one of the following:

• Exploration Areas – properties where mineralisation may or may not have been identified, but where a Mineral Resource has not been identified.

• Advanced Exploration Areas – properties where sufficient exploration has occurred to enable a good understanding of the type of mineralisation present, and for which the untested potential still warrants extra work. A Mineral Resource may or may not have been identified.

• Pre-Development Projects – properties where Mineral Resources have been identified, but where a decision to proceed with development has not been made.

• Development Projects – properties for which a decision to proceed with production has been made, but have not yet been commissioned.

• Operating Mines – properties with fully commissioned and operating mine.

The relevant Mineral Assets which pertain to this report are as follows:

• Exploration Areas – Black Ranges, Bendigo North and Ballarat South Projects

• Advanced Exploration Areas – Kingston Project

Clause D21 of the VALMIN Code is a reference to Mineral Resources and Ore Reserves as defined by the JORC Code, and is one of several links between the JORC and VALMIN Codes.

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1.4 Mining One Competence and Independence

Mining One is an independent private company which provides consulting services to the mining and mineral exploration industries.

This report has been prepared in accordance with the requirements of the Australian Securities and Investments Commission (ASIC, 2007) Regulatory Guide 111 and 112.

The author of this report is TG Summons who is a geologist BSc, MSc with over 38 years experience, and is a Member of the AIG. Mr Summons is appropriately qualified and experienced to act in the following capacities:

• A Competent Person as defined by the JORC Code (2004), and;

• An Independent Expert as defined in the VALMIN Code & ASIC Regulatory Guide 111.

Whilst the JORC Code does not require a person to be “independent”, there is a need for a Competent Person to fulfil their professional obligations separate from the Commissioning Entity. Mr Summons does not have any significant pecuniary or beneficial interest in Navarre, nor in the outcome of this Report.

1.5 Reliance on Information

Navarre has given Mining One assurances that to the best of its knowledge and understanding, complete, accurate and true disclosure has been made to Mining One of all material information relevant to the projects described in this Report. Mining One makes no representation and gives no warranty as to the accuracy or completeness of the information or reports that it has relied on.

1.6 Consent

Tim Summons of Mining One consents to the publication of this Independent Expert Report for inclusion in the Navarre Prospectus. Neither Mining One’s Report, nor any part of it, nor any reference to it, may be used for any other purpose without the written consent of Mining One.

1.7 Location of Projects

The Black Ranges (EL’s 4590, 4647, 4973 & 4986 and application ELA 5164) Project is situated in western Victoria, while the Bendigo North (EL 4897), Ballarat South (EL 4996) and Kingston (ELA 5280) Projects are situated in central-western Victoria.

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2 REGIONAL GEOLOGY

2.1 Background

Western and central Victoria can be subdivided into two broad structural categories, the Delamerian and Lachlan Fold Belts separated by the Moyston Fault.

Most of Victoria lies within the younger Lachlan Fold Belt, with the area west of Stawell occurring in the older Proterozoic-Cambrian age Delamerian Fold Belt, which extends from the Moyston Fault westward in to South Australia.

The Delamerian Fold Belt is composed of late Proterozoic and Cambrian age rocks, which were deformed in the Late Cambrian Delamerian Orogeny.

The Lachlan Fold Belt is composed of Cambrian – Devonian age rocks, which were variably deformed between the Late Ordovician and the Carboniferous.

The Victorian part of the Delamerian Fold Belt relevant to the Navarre projects occurs in the Grampians-Stavely Zone (also referred to as the Dimboola Arc Domain). The Victorian parts of the Lachlan Fold Belt relevant to the Navarre projects occur in the Stawell and Bendigo Zones.

The location of the Grampians-Stavely, Stawell and Bendigo Zones are shown in Figure 1.

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Figure 1 Location of Structural Zones in Victoria

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3 DELAMERIAN FOLD BELT – DIMBOOLA ARC DOMAIN
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3.1 Introduction

The eastern side of the Delamerian Fold Belt is represented in western Victoria by the Dimboola Arc Domain. Seymon at al (2009) proposed the term Dimboola Arc Domain to include and extend the Grampians-Stavely Zone. The Dimboola Arc Domain is about 50-70km in width, and over 450km in length, extending from southern Victoria north to near Mildura. It is poorly exposed and mostly interpreted from magnetic data.

3.2 Rock Sequences

The Dimboola Arc Domain consists of the following sequences:

• Nargoon Group - sedimentary rocks;

• Mt Stavely Volcanic Complex (including Black Range Belt – see Sec. 5.2.) - a series of north-west trending fault-bounded felsic-intermediate (dacitic & andesitic) volcanic and sedimentary rocks; and

• Dimboola Igneous Complex - mafic-ultramafic volcanics and intrusive.

3.3 Primary Mineralisation

Primary mineralisation in Delamerian Fold Belt rocks occurs as follows:

1) Massive base and precious metals volcanic-hosted massive sulphide (VMS) style mineralisation – Wickliffe (Cu, Zn, Pb, Ag, Au) and Eclipse (Cu, Zn, Au) Prospects;

2) Disseminated volcanogenic (Mt Lyell type) and porphyry style copper (Cu) sulphide mineralisation – Thursdays Gossan Prospect; and 3) Massive and semi-massive copper (Cu) sulphide mineralisation – Thursdays Gossan and Junction 1 Prospects.

Primary mineralisation in Lachlan Fold Belt rocks occurs as follows:

• 1) Disseminated molybdenum (Mo) & copper (Cu) mineralisation - in the Mafeking Granite; 2) Gold (Au) in quartz-pyrite veins - in the Mafeking Granite; and 3) Disseminated molybdenum (Mo) & tin (Sn) mineralisation – in the Rocklands Volcanics, associated with extensive quartz-sericite alteration.

3.4 Secondary Mineralisation

Secondary mineralisation in the Delamerian Fold Belt rocks consists of the following:

1) Disseminated copper (Cu) sulphide mineralisation - chalcocite/covellite/malachite at Thursdays Gossan (JORC Inferred Resource of 10,586 tonnes @ 0.45% Cu for 47,300 tonnes of contained copper); and

• 2) Disseminated gold (Au) – at the Eclipse (previously McRaes) Prospect.

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4 WESTERN LACHLAN FOLD BELT

4.1 Gold in Central Victoria

Victoria has long been recognised as a world-class gold province. Gold production in the state has been derived from four main structural zones as shown in the inset of Figure 1, and from west to east:

• Stawell – 200 tonnes (6.4 Moz’s) gold

• Bendigo – 2,000 tonnes (64 Moz’s) gold

• Melbourne – 134 tonnes (4.3 Moz’s) gold

• Tabberabbera – 89 tonnes (2.9 Moz’s) gold

Thousands of gold deposits are clustered in to numerous goldfields, the most prolific of which occur in the Bendigo Zone, specifically from a 60km wide belt in the western Bendigo Zone, with some 64 Moz’s of gold recorded from alluvial and hard-rock (primary) sources. This includes the giant Bendigo Goldfield (~20 Moz’s), and several other + 1 Moz goldfields.

A further significant belt occurs along the 15 km wide Moornambool Metamorphic Complex in the western Stawell Zone, which includes the 5Moz’s Stawell Goldfield.

4.2 Age of Gold Mineralisation

Gold mineralisation occurred during three main events, as follows:

• From 455-435 Ma: peaking at about 440Ma, this generated the most gold, as expressed in the Stawell and Bendigo Zones;

• From 420-400 Ma: less prolific event, and also in the Stawell and Bendigo Zones; and

• From 380-370 Ma: minor metallogenic event, mainly in the Melbourne Zone.

Gold deposits formed during the 440 Ma event occur in distinct northerly trending belts across both the Stawell and Bendigo Zones.

Most of the gold deposits in the Stawell and Bendigo Zones are considered to be orogenic, having formed during and just after regional metamorphism and deformation (Benambran Orogeny 455-440 Ma). This is exemplified at Bendigo where mineralised structures associated with the 440 Ma event are closely related to fold growth.

4.3 Structural Setting of Gold Mineralisation

The Stawell zone is bounded on the west by the Moyston Fault, and abuts the Bendigo Zone along the Avoca Fault. The Bendigo Zone in turn interfaces with the Melbourne Zone along the Mt William Fault.

Prior to recent seismic surveys in Victoria, very little was known about the subsurface characteristics of these bounding structures. However, recent seismic reflection traverses (Willman et al 2010) across central Victoria have enabled significant advances to be made in the understanding of the structural controls on gold mineralisation in the state.

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The Stawell and Bendigo Zones have similar structural and stratigraphic characteristics. Recently interpreted seismic data (Willman et al 2010), indicates the two zones share a substrate of inferred Cambrian age mafic volcanics, which are covered by turbiditic sediments which young toward the east. The volcanics interface with Precambrian age crust via the Moyston and Mt William Faults. The interpretation by Willman et al (2010) shows the western edge of the Stawell Zone to be the east dipping Moyston Fault, which forms a flat “V” shape against the west dipping Mt William Fault forming the eastern side of the Bendigo Zone.

Within the main structural zones the major goldfields appear to be structurally and spatially related to large, west dipping fault structures, recognised as first-order faults. These faults have been considered to be gently curving (listric), and Willman et al (2010) have observed that major goldfields in the Bendigo Zone are situated in second-order faults some 3.5 to 4 km west of the nearest first-order fault.

The mineralised second-order faults typically occur in low strain areas where there is a marked change in fold geometry, and along the boundary with the high strain, poorly mineralised firstorder faults. Early bedding–parallel quartz veins may be folded to form saddle reefs, and cut later, after fold lock-up, by reverse faults to form fault-fill reefs in dilational settings.

4.4 Model for Gold Mineralisation

Further interpretation of the seismic data by Willman et al (2010) considers the structural history involved the rapid burial of the western Bendigo Zone by the Stawell Zone via thrusting along the Avoca Fault during the 455-440 Ma Benambran Orogeny.

The rapid burial initiated rapid metamorphic devolatilisation (greenschist-amphibolite transition) of the volcanic rocks, peaking at about 440Ma. First-order faults that penetrated this region would have acted as suitable conduits for the escaping auriferous fluids.

Willman et al (2010) suggest that several west-dipping, listric first-order faults in the Bendigo Zone have acted as fluid conduits which transferred auriferous fluids in to the upper crust. These faults include the Whitelaw, Muckleford, Tarnagulla West and Williamson CreekCampbelltown Faults. These listric faults are gently inclined at depth within the mafic volcanics of the middle crust (deeper than 15km), and steepen upwards in the sedimentary rocks of the upper crust.

The same authors suggest fluid-flow paths in the upper crust would have been impeded by the steeper parts of the listric faults, such that the adjacent second-order faults became effective alternative pathways during the multiple episodes of reactivation near the end of the Benambran deformation. The interconnected fold-related fault network of the second-order structures may originate from where the first-order fault cuts the sub surface boundary of the shallow sedimentary rocks with the deeper mafic volcanics.

Consideration of the tectonic stresses involved and the likely orientations of optimum permeability, suggest that maximum fluid flow would have occurred parallel to the first-order faults, and especially through dilational jog extensional settings.

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4.5 Stawell Zone (includes the Kingston Project)

4.5.1 Introduction

The most westerly side of the Lachlan Fold belt is represented in western Victoria by the Stawell Zone. This zone has an average width of about 80 km, and is over 450km long, extending across Victoria. It is bounded by the Avoca Fault to the east, and the Moyston Fault to the west, where it is in contact with the Dimboola Arc Domain.

4.5.2 Lithologies and Structures

The Stawell Zone consists of the following sequences from west to east:

• Magdala Volcanics – tholeiitic mafic lavas and volcanogenic sedimentary rocks; and

• St Arnaud Group – clastic sedimentary rocks.

The western edge of the Stawell Zone is termed the Moornambool Metamorphic Complex, which contains highly deformed metamorphosed Magdala Volcanics & St Arnaud Group rocks.

The structural character shows much complexity, which along with metamorphic grades, decrease eastward across the zone. Large west and east dipping reverse faults with highly strained hanging walls are thought to be listric (curved) thrust structures emerging from a deeper detachment zone.

4.5.3 Primary Mineralisation

Gold mineralisation occurred at two defined intervals, and is hosted in late deformational structures. The Stawell Goldfield is characterised by large dilational structural systems, with a complex network of linking faults. There is a close spatial relationship between gold and the hanging walls of major faults. Total gold production from hard rock and alluvial deposits is about 167 tonnes.

• 1) Gold (Au) mineralisation – orogenic, quartz vein hosted and disseminated volcanicassociated Stawell type

• 2) Gold (Au) mineralisation – orogenic, quartz vein hosted Kingston style

• 3) Massive and semi-massive copper (Cu) sulphide mineralisation - Ararat Copper (Cu, Au, Ag) mineralisation (seafloor tholeiitic volcanic-associated VMS ((Besshi-style)).

4.6 Bendigo Zone (includes the Bendigo North & Ballarat South Projects)

4.6.1 Introduction

The Bendigo Zone has an average width of 100km, and extends between the Avoca and Mt William Faults. Gold production from the zone has been about 2,000 tonnes (Birch 2003), and it is recognised as a world class gold camp.

4.6.2 Lithologies and Structures

The main rock types are the turbiditic shales, siltstones and sandstones of the Castlemaine Group. The shale/sandstone ratio is likely to have played a role in influencing fluid flow during mineralising events.

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Within the zone the structural style has a uniform north-south grain, reflecting east-west aligned compression. Most of the faults dip west, and in this regard the zone is very similar to the Stawell Zone.

The use of biostratigraphy has enabled the recognition of large scale folds, such that regional anticlinorial and synclinorial structures have been identified. The Bendigo Goldfield occurs around a domal structure.

Fold development was associated with extensive bedding-plane slip faulting, spaced at about 100 per 1km of stratigraphy. Bedding-parallel faults and their associated laminated quartz veins were formed early in the deformation history. Overall, folding, faulting and cleavage development have contributed to an estimated shortening of some 70% in the Castlemaine Group rocks.

4.6.3 Mineralisation

The major gold deposits in the Bendigo Zone occur in northerly trending belts parallel to firstorder faults, generally some 4km to the west in second-order structures. The gold may have been sourced from the inferred boninitic volcanics with associated sulphidic mudstones underlying the Bendigo Zone.

Nearly half the gold deposits have formed in or below the shale-rich part of the stratigraphy. The domal–folded shale-rich turbidites in the Bendigo goldfield are inferred to have acted as impermeable barriers controlling fluid flow. The mineralisation at Ballarat occurs in the lower, more sand-rich part of the sequence.

In detail, the gold-bearing reefs occur in chevron folded shale-sandstone sequences. Deposit styles include saddle reefs, neck reefs or dilational jogs along bedding-parallel faults. Saddle reefs formed just prior to fold lock-up due to flexural slip in fold hinges, and neck reefs represent faulted saddle reefs.

Gold mineralisation has been dated to 440Ma, similar to the main phase of gold mineralisation in the Stawell Zone.

4.6.4 Goldfield Classification

Lisitsin et al (2007), in compiling grade and tonnage information for gold mineralisation in the Bendigo Zone, defined “ ore field ” as a “ group of genetically related orebodies that belong to the same deposit model and are horizontally separated by less than 1.6 km.” However, many of the “ore fields” have a close correspondence to historic goldfields or clusters of goldfields in central Victoria.

This report makes the assumption that the “ore fields” of Lisitsin et al (2007) are effectively the historic goldfields, and consequently refers to them as “goldfields”. Using probabilistic statistics of the data compiled by Lisitsin et al (2007) for the Bendigo zone, for all the goldfields with recorded production in excess of 100 kg, the following sub populations (classes) of gold production were identified:

Class 1: average production 35,875 kg (1.15 Moz’s)

Class 2: average production 6,219 kg (200,000 oz’s) Class 3: average production 891 kg (30,000 oz’s)

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Class 4: average production 151 kg (5,000 oz’s)

Production from the giant Bendigo Goldfield is so large (2,000 tonnes or 64 Moz’s), that it represents a statistical outlier.

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5 BLACK RANGES COPPER, ZINC GOLD PROJECT

5.1 Introduction

The Black Ranges copper, zinc, gold Project comprises exploration tenements EL4590, 4647, 4973 & 4986 and application ELA 5164.

All of these tenements are located in the Grampians-Stavely Zone of the Delamerian Fold Belt, approximately 60km west of Stawell. The region has been the subject of a number of exploration programs in the past and has received recent attention with BCD Resources Ltd reporting significant copper grades at the Thursdays Gossan Project. A number of geological models relating to base metal mineralisation have been applied to the region over the past few decades.

5.2 Geological Setting

The project is located in the Dimboola Arc Domain (or Grampians-Stavely Zone), consisting of the Nargoon Group, the Mt Stavely Volcanic Complex, and the Dimboola Igneous Complex.

Within the Mt Stavely Volcanic Complex, the Mt Stavely Belt includes dacitic and andesitic pyroclastics, while the Black Range Belt includes altered basalt, andesite, dacite and rhyolite. It is likely that all of the currently defined belts were originally contiguous, and that NW trending faulting has caused in-faulting of the Nargoon Group metasediments. Metamorphic grade ranges from prehnite-pumpellyite to lower greenschist.

The Black Range Belt may be the lateral equivalent of the Stavely Volcanics to the north west of the Grampians Ranges. It hosts the Navarre Black Ranges Project, and consists of two main associations:

• 1) Mafic-Intermediate: basalt, trachyandesite, minor serpentinite, basaltic breccia and pyroclastics.

• 2) Intermediate-Felsic: mainly dacite and rhyolite

The Dimboola Igneous Complex occurs as a non-outcropping highly magnetic belt of rocks below the Murray basin and Grampians Group sediments. Mafic and ultramafic rock types with tholeiitic and boninitic affinities are represented by basalt, gabbro and pyroxenite. Alteration appears to have been induced by hydrothermal sea-floor processes.

Fault-bound slices of serpentinite in the Mt Stavely Volcanics may be part of the Dimboola Igneous Complex. The lithologies and compositions of the Dimboola Igneous Complex are similar to the (boninitic) early Cambrian ultramafic/mafic complexes of western Tasmania (regarded as tectonically emplaced parts of an arc-forearc complex).

The Dimboola Arc Domain has been intruded by two groups of granites, Late Cambrian-Early Ordovician age I-types, and Early Devonian A-types. It is overlain by Lachlan Fold Belt rocks in western Victoria, namely the Silurian age Grampians Group sediments and the Devonian age Rocklands Volcanics. The Rocklands Volcanics are the extrusive part of the A-type granites of the early Devonian Mafeking Suite. The Black Ranges Project area has scattered outcrops of Grampians Group rocks, and is also variably covered with Murray Basin sediments which increase in thickness toward the north.

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5.3 Previous Exploration

Much of the exploration work done on historical tenements in the vicinity of the Black Ranges copper, zinc, gold Project was targeted at finding heavy mineral deposits in the Murray Basin sediments. Rio Tinto Exploration Pty Ltd (formally CRAE Pty Ltd) conducted some exploration in the search for brown coal, but this program soon re-focussed its efforts on heavy minerals. The poor mineral assemblage of the drilling samples and the depth of cover to any potentially economic material forced the licences to be relinquished.

The most significant exploration work for gold and base metals was that done by Rio Tinto Exploration Pty Ltd (formerly CRA Exploration) from the period of 1989 through to 1997. The work done on tenements during this time was targeted at alluvial, primary and supergene mineralisation (Radojkovic 1996).

Rio Tinto conducted a range of geophysical surveys, including ground magnetics, aeromagnetics, induced polarisation (IP), airborne electromagnetic (EM) and gravity surveys. Geochemical sampling was done through RC drilling, air core drilling, diamond core drilling, rock chip sampling, sampling of trenches and stream sediment sampling.

The geophysical surveys identified several anomalies, including the McRaes (now renamed Eclipse) and Kings (now renamed New Moon) targets. Most of the drilling was done on a magnetic feature over the McRaes target zone.

In 2002/03 Leviathan Resources Ltd (Leviathan) followed up numerous arsenic anomalies in EL4647 identified by North Mining Ltd from air core drilling done in 1993/94. Leviathan drilled 30 auger holes to a depth of one to one and a half metres, and bottom-hole samples were collected for analysis using partial extraction techniques.

In 2004, an analysis of the existing geophysical data was done in conjunction with the predictive mineral discovery Cooperative Research Centre (pmd*CRC), followed by a detailed gravity survey in 2005 over EL 4647.

Significant drilling results obtained at the Eclipse prospect by various drilling programs include the following (intercepts are down hole intervals):

Hole PD89GM40: 2 metres @0.2% Pb, 2.3% Zn, 21 gAg/t & 1 gAu/t

Hole DD89GM46: 8.4 metres @ 0.1% Cu, 0.1% Pb, 1.3% Zn, 14 gAg/t & 0.5 gAu/t

Hole RC92GM52: 4 metres @ 1.8% Cu, 2.3% Zn, 6 gAg/t & 0.4 gAu/t

Hole RC92GM55: 2 metres @ 2.2% Cu, 7 gAg/t & 0.5 gAu/t

Hole RC93GM65: 2 metres @ 3.0% Cu, 15 gAg/t & 2 gAu/t

Hole DD95GM69: 1 metre @ 1.4% Zn & 7 gAg/t

5.4 Exploration by Navarre Minerals Ltd

Navarre has undertaken a vigorous program of exploration involving the following:

• Reprocessing and reinterpretation of geophysical data,

• Completing a new airborne magnetic and radiometric survey, followed by inversion modelling

• Completing a new induced polarisation survey over the Eclipse and new Moon prospects.

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• Drilling three diamond core holes at the Eclipse prospect.

• Significant drilling results obtained at the Eclipse prospect by Navarre include the following: Hole DD10BR001: 276.1 metres @ 0.3% Zn, 2 gAg/t & 0.1 gAu/t;

including 6 metres @ 1% Zn; and

0.7 metre @ 6.4% Cu, 0.4% Zn, 12 gAg/t.

The broad (276.1m) zone of low grade mineralisation intersected in this drill hole also shows evidence of silica-sericite-pyrite alteration. Such alteration is due to hydrothermal fluid circulation and is typical of the alteration seen below (i.e. in the footwall) VMS deposits.

The volcanics in the project area are not well exposed at surface and current knowledge is based on limited drilling. They occur in a three-pronged (“bird’s foot”) arrangement of magnetic trends, as follows:

• Western trend – vey little data exists for this trend

• Central (Black Range) trend – this contains felsic and intermediate volcanics

• Eastern (Glen Isla) trend – this contains altered mafic and intermediate volcanics and intrusives.

Modelling of the magnetic survey data suggests the Black Range and Glen Isla trends may be connected via a large synclinal fold, which, along with the drilling data has facilitated important inferences about the regional volcanic architecture and stratigraphy.

5.5 Reasonability and Accuracy of the Navarre Statements

5.5.1 Significant Statements

The Navarre Prospectus states that the Black Ranges mineral properties are potential targets for base metals and gold mineralisation. This statement is premised on the geological similarity with the Mount Read Volcanics of western Tasmania, where numerous large massive sulphide deposits containing base and precious metals occur. Full details are contained in Section 3.2 (a) of the Prospectus.

The Navarre Prospectus also states that the Black Ranges Project is prospective for VMS and copper-gold porphyry deposits. Full details are contained in Section 4 of the prospectus.

5.5.2 Correlation with Mt Read Volcanics in Tasmania

The Mt Read Volcanics in western Tasmania host a variety of world-class base metal deposits, which occur in two main groups as follows:

• Volcanic-Hosted-Massive-Sulphide (VMS): base and precious metal mineralisation (e.g. Que River, Hellyer, Rosebery Pb Zn Ag Au deposits), associated with andesites and basalts, located north of the Henty Fault and;

• Hybrid VMS/high sulphidation epithermal (Large et al 2001): Cu-Au and Au mineralisation (e.g. Mt Lyell & Henty deposits), associated with rhyolite and rhyodacites, located south of the Henty Fault.

Large et al (2001) also considered Mt Lyell to be connected to low grade porphyry setting at depth, exemplified by the Jukes prospect.

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Various geoscientific authors have considered parts of the Dimboola Arc Domain (i.e. the Mt Stavely Volcanic Complex) to be geologically correlated with parts of the Mt Read Volcanics (i.e. the Central Volcanic Complex) in western Tasmania. These authors include Crawford (1994, 2000, 2010), Donaghy (1994), Horvath (1995), Legge (2005) and Seymon et al (2009).

Crawford (2010) provides a succinct analysis of the similarities between the Black Range Volcanics and the Mt Read Volcanics. A definitive combination of stratigraphic, lithological (petrographic), alteration and mineralisation attributes of the Hellyer and Que River VMS deposits in the northern part of the Mt Read Volcanics has been used by Crawford (2010) to infer the following correlations with the Eclipse Prospect (Figure 2):

• 1) Que River Shale – correlated with black shale/siltstone in the Eclipse Prospect area

• 2) Hellyer Basalt – a distinct unit and correlated with the altered basalt-andesite seen in Navarre drill hole DD10BR002

• 3) Mixed Sequence – this is the host package (“Holy Host”) for the Hellyer & Que River VMS deposits, and is correlated with felsic and andesitic volcanics seen in several drill holes at eclipse, including DD10BR003.

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Figure 2 Simplified graphic log of the host volcanic sequence to the Hellyer VHMS ore body. The total thickness of the section illustrated above is ~2400m. ‘$’ symbol marks location of VMS mineralisation. Red border shows the similar rock units identified, to date at Eclipse (Based on Waters and Wallace, 1992).

Crawford (2010) considered the Eclipse Prospect rock types and their inferred stratigraphic disposition to have a profound similarity with the Que-Hellyer succession of rocks. The sericitequartz-pyrite alteration seen in several drill holes at Eclipse are very similar to the typical footwall alteration below the Que-Hellyer and Rosebery VMS deposits.

The Que River deposit was originally endowed with:

3.1M tonnes @ 0.6% Cu, 7.5% Pb, 13.5% Zn, 200 gAg/t & 3.4 gAu/t

The Hellyer deposit was originally endowed with:

16.2 M tonnes @ 0.4% Cu, 7% Pb, 13% Zn, 160 gAg/t & 2.2 gAu/t

5.5.3 Mining One Comments

1) Potential for VMS Mineralisation

Mining One considers that there is considerable evidence supporting correlation between the Mt Stavely Volcanic Complex and the Central Volcanic Complex within the Mt Read Volcanics.

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Such evidence is apparent upon consideration of the tectonic setting, chronological, lithostratigraphic, geochemical and mineralogical similarities between the two rock suites.

Furthermore, the compelling similarity of the Eclipse Prospect with the Que-Hellyer succession in the northern part of the Mt Read Volcanics provides strong encouragement for Navarre to actively pursue a diligent program of exploration. However, it will be of utmost importance to rigorously identify the features defining the coincidence of the depositional hiatus with crustal thinning/elevated heat flow close to the sea floor.

Consequently Mining One considers the views expressed in the Navarre prospectus regarding the potential for VMS mineralisation in the Black Ranges Project to be reasonable and accurate.

2) Potential for Porphyry Style Mineralisation

The primary disseminated and vein copper mineralisation at Thursdays Gossan displays both porphyry style (Cadia & Northparkes type) and disseminated style (Mt Lyell type) copper mineralisation. The Mt Lyell deposit is considered (Large et al 2001) to be connected to a porphyry setting at depth. Consequently Mining One considers the views expressed in the Navarre Prospectus regarding potential for porphyry style mineralisation in the Black Ranges Project to be reasonable and accurate.

5.6 Technical Risks associated with the Black Ranges Project

5.6.1 Cover Sequences

• Tertiary - the prospective Mt Stavely Volcanics in the project area are variably covered by Murray Basin sediments. This sediment cover will require the ongoing exploration work to use more geophysical tools than conventional geochemical sampling

• Palaeozoic – the prospective rocks in the project area are also potentially covered by Lachlan Fold Belt rocks (i.e. the Grampians Group sediments and the Rocklands Volcanics).

• Precambrian - the prospective rocks in the project area are also potentially covered by the other components of the Dimboola Arc Domain (Nargoon Group & Dimboola Igneous Complex).

5.6.2 Ground Water

Saline (conductive) ground water in the Murray Basin may limit the effectiveness of some electrical geophysical methods. This is more likely to be a problem in the northern part of the Black Ranges Project, north of the Eclipse Prospect.

5.6.3 Volcanic Stratigraphic Complexity

Interpretation of the original interlayered volcanic–sedimentary sequence, in conjunction with the complex and rapidly changing volcanic facies and architecture, represents a standard exploration challenge for any for VMS style mineralisation. Navarre intends to mitigate this aspect by utilising the expert services of Dr AJ Crawford from the University of Tasmania.

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5.6.4 Structural Complexity

It is likely that all of the currently defined volcanic belts were originally contiguous, and that NW trending faulting has caused in-faulting of unprospective Dimboola Igneous Complex rocks and Nargoon Group metasediments.

5.7 Proposed Exploration by Navarre

Navarre plan to use various combinations of electrical geophysics, geochemical vector studies, 3D structural interpretation, and core drilling at the Eclipse, New Moon and Mitre Prospects. These exploration activities have the objective of locating either VMS or porphyry style deposits. Mining One considers the proposed programs of exploration to be soundly based, well suited to improving the understanding of the geological factors influential on the mineralisation in the project area, and which are supported by appropriate budgets.

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6 BENDIGO NORTH GOLD PROJECT

6.1 Introduction

The Bendigo North Gold Project consists of one tenement, EL 4897 situated to the north of the City of Bendigo. The tenement lies in the Bendigo Zone of the Lachlan Fold Belt, which has an extensive and prolific history of gold mining.

During 2006 and 2007, Leviathan undertook a number of aircore and diamond drillholes which achieved some significant results. The main target in the exploration programs to date has been orogenic gold deposits similar to those which already exist to the south at Bendigo.

6.2 Geological Setting

The project area is covered by Tertiary age sediments of the Murray Basin, ranging in thickness up to 110 metres. The bedrock is composed of an Ordovician age turbidite sequence of shales, siltstones and sandstones.

Inversion of gravity survey data, constrained by drilling, has enabled the buried bedrock topography to be modelled, and the broad regional geological features to be interpreted. The Tandarra Prospect is located between 3 -10 km west of the interpreted northern extension of the Whitelaw Fault. The Whitelaw Fault is a first-order structure considered to be one of the primary influences on gold-bearing fluid flow during the formation of the famous Bendigo Goldfield.

Drilling has encountered auriferous quartz veins in the bedrock, and it is reasonable to infer that a folding, faulting, veining and mineralising history similar to Bendigo existed in the Tandarra area.

Willman et al (2010) have observed that major goldfields in the Bendigo Zone are situated in second-order faults some 3.5 to 4 km west of the nearest first-order fault. Consequently the Tandarra Prospect would appear to have a superior location relative to the interpreted extension of the Whitelaw Fault.

6.3 Previous Exploration

6.3.1 Pre – 2005

The majority of exploration work done on past tenements in the vicinity of EL4897 has been centred on gold mineralisation, with the remainder focussing on heavy mineral sands and coal. WMC Resources Ltd (WMC) held a number of tenements from 1965 through to 1978. They used techniques such as aeromagnetics, induced polarisation (IP), gravity surveys and targeted diamond drilling in an attempt to delineate primary gold mineralisation. North Broken Hill Ltd and Rio Tinto Exploration Pty Ltd conducted a number of geophysical programs and followed these up with a number of drill holes, but no significant results were obtained.

More recent exploration efforts in the area were conducted by North Mining Ltd and Homestake Gold of Australia Ltd (Homestake). North Mining’s exploration strategy was to find a broad alluvial gold “footprint” and then target primary mineralisation underneath this in the Ordovician basement rocks. They used both hydro-geochemical sampling of existing bores and aircore drilling to collect samples, but neither method produced significant results. Homestake

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undertook soil sampling and air core drilling with minimal success. The maximum air core intercept (downhole interval) for gold was 0.9m @ 0.77g/t from 227.2m.

6.3.2 Tandarra Prospect (2005 – 2007)

Leviathan acquired EL4897 in 2005. Detailed gravity surveying was the first work to be done by Leviathan over the tenement, and it was anticipated that gravity highs would indicate structurally thickened zones similar to those found at Bendigo and Fosterville (Lowe & Bergin 2007).

The gravity survey identified two targets, Tandarra and Raywood, which were drilled with aircore methods during 2006. In total, 146 air core holes for 13,452m were drilled on Tandarra and 129 of these intersected the basement rocks. Anomalous gold (Au) and arsenic (As) were intersected along two lines of mineralisation. The alteration styles that typically accompanied this anomalism included “increased silicification, quartz and carbonate veining, iron oxide alteration and increased sulphide abundance” (Lowe & Bergin 2007).

Some of the gold values obtained from sampling the air core holes at Tandarra are sufficiently elevated to warrant the description of mineralisation. The highly variable repeatability of the assays led Leviathan to conclude that the gold in the area had a high nugget effect.

The Raywood target was tested with a total of 21 air core holes, but the depth of Tertiary cover was deeper than expected and so only 17 holes intersected the basement. No significant results were returned for the Raywood target and no further work was carried out in this area.

At Tandarra a diamond drilling program (4 holes totalling 926m) was completed to follow up the elevated gold values received from the air core program. This drilling intersected folded basement rocks which consisted of interbedded shales and sandstones.

Comparison of the air core and diamond drilling results over the Tandarra target with the gravity data confirmed the initial interpretation of the gravity anomalies, namely that the gravity “highs” are caused by folded Ordovician sediments forming palaeo-topographic basement ‘highs’ beneath the Murray Basin cover” (Lowe & Bergin 2007

In 2006 a follow-up air core drilling program was conducted on parts of the Tandarra target and five diamond drill holes were also completed. Significant results for the air core programs conducted in 2006 and 2007 are shown in Table 1. Gold was encountered in several drillholes, and in a variety of different settings. The result obtained in drillhole TAC 125 from 104-105 metres, whilst spurious due to uphole contamination, is nonetheless instructive: an initial grade of 4.96 gAu/t gave repeat values of 259.80, 191.00 and 5.93 gAu/t. This magnitudinal range is interpreted to indicate the presence of nuggety gold.

The diamond drilling was collared on the same northing to give a representative cross-section of the area and thus give an indication of the structure, mineralisation and lithological characteristics of the basement rocks. The significant results obtained from the 2006 and 2007 core drilling programs are shown in Table 2. Further gravity traverses were undertaken in 2007 and these helped to reveal the dendritic pattern of the basement palaeo-topography.

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INDEPENDENTEXPERT(GEOLOGICAL) REPORT INITIALPUBLICOFFERING Table 1 Significant results for the aircore programs conducted by Leviathan Resources Ltd in 2006 and 2007		1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock	1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock	1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock	1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock	1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock	1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock	1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock	1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock	1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock	1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock	1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock	1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock	1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock	1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock	1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock	1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock	1266\1624 20 Hole No Depth to Basement (m) Sample Interval Murray Basin Sediments Saprolite Bedrock Min Max Rock Type Mining One’s Comments TAC081 48 51 - 52 (1.0m) 0.73 0.73 0.73 Saprolite ? Supergene TAC086 40 40 - 41 (1.0m) 0.83 0.83 0.83 Pelite First sample into fresh bedrock. TAC088 96 104 - 105 0.9 0.9 0.9 Qtz Logged as bedrock. The first interval into bedrock. TAC102 81 81 - 82 (1.0m) 12.12 2.98 12.12 Saprolite ? Supergene TAC105 68 70 - 72 (2.0m) 8.02 0.71 8.02 Pelite ~1m in from Sapr interface. TAC125 75 104 - 105 191 3.14 259.80 Psammo- pelite Sample taken ~20m into the basement. Nugget effect. TAC126 74 73 - 74 (1.0m) 0.5 0.20 0.5 Saprolite ? Supergene TAC136 64 64 - 65 (1.0m) 36.5 0.92 36.5 Qtz Logged as bedrock. At the interface between Sapr and Peli. TAC137 32 83 - 84 (1.0m) 0.49 0.49 0.59 Psammo- pelite TAC146 21 42 - 43 (1.0m) 10.5 8.62 10.5 Qtz Logged as bedrock. Immediate sample after Sapr. TAC149 47 43 - 44 (1.0m) 1.14 1.12 1.34 Clay Above the saprolite TAC152 25 101 - 102 0.5 0.5 1.95 No geology log available TAC160 40 68 - 69 (1.0m) 0.69 0.69 0.69 Qtz Within fresh bedrock. TAC169 24 34 - 35 (1.0m) 0.87 0.87 0.87 Qtz Saprolite TAC179 28 44 - 45 (1.0m) 0.53 0.53 0.53 Psammite 4m beneath Saprolite TAC219 43 85 - 86 (1.0m) 8.54 8.54 8.54 Qtz Within bedrock
		Mining One’s Comments	? Supergene	First sample into fresh bedrock.	Logged as bedrock. The first interval into bedrock.	? Supergene	~1m in from Sapr interface.	Sample taken ~20m into the basement. Nugget effect.	? Supergene	Logged as bedrock. At the interface between Sapr and Peli.		Logged as bedrock. Immediate sample after Sapr.	Above the saprolite	No geology log available	Within fresh bedrock.	Saprolite	4m beneath Saprolite	Within bedrock
		Rock Type	Saprolite	Pelite	Qtz	Saprolite	Pelite	Psammo- pelite	Saprolite	Qtz	Psammo- pelite	Qtz	Clay		Qtz	Qtz	Psammite	Qtz
	Assay Range of Repeat Sampling (g Au/t)	Max	0.73	0.83	0.9	12.12	8.02	259.80*	0.5	36.5	0.59*	10.5	1.34*	1.95*	0.69	0.87	0.53	8.54
		Min	0.73	0.83	0.9	2.98	0.71	3.14	0.20*	0.92	0.49	8.62*	1.12	0.5	0.69	0.87	0.53	8.54
	Anomalous Samples by Profile (g Au/t)	Bedrock		0.83	0.9		8.02	191		36.5	0.49	10.5		0.5	0.69		0.53	8.54
		Saprolite	0.73			12.12			0.5							0.87
		Murray Basin Sediments											1.14
		Sample Interval	51 - 52 (1.0m)	40 - 41 (1.0m)	104 - 105	81 - 82 (1.0m)	70 - 72 (2.0m)	104 - 105	73 - 74 (1.0m)	64 - 65 (1.0m)	83 - 84 (1.0m)	42 - 43 (1.0m)	43 - 44 (1.0m)	101 - 102	68 - 69 (1.0m)	34 - 35 (1.0m)	44 - 45 (1.0m)	85 - 86 (1.0m)
		Depth to Basement (m)	48	40	96	81	68	75	74	64	32	21	47	25	40	24	28	43
		Hole No	TAC081	TAC086	TAC088	TAC102	TAC105	TAC125	TAC126	TAC136	TAC137	TAC146	TAC149	TAC152	TAC160	TAC169	TAC179	TAC219

60 NAVARRE MINERALS LIMITED / Prospectus

INDEPENDENTEXPERT(GEOLOGICAL) REPORT INITIALPUBLICOFFERING Table 2 Significant results for the core drilling programs conducted by Leviathan Resources Ltd in 2006 and 2007									1266\1624 21 TDD009 308.7 216 - 216.1 ( 0.1m) 0.92 Carbonaceous Pelite 230 - 231 ( 1m) 0.6 Pelite 272.5 - 273.1 ( 0.6m) 0.85 Pelite 276.8 - 277.2 ( 0.4m) 0.52 Psammopelite Hole sited 800m south of main stratigraphic traverse TDD004 - 08. Hole confirms broad zone of low level gold in qtz veining. No significant grades.	1266\1624 21 TDD009 308.7 216 - 216.1 ( 0.1m) 0.92 Carbonaceous Pelite 230 - 231 ( 1m) 0.6 Pelite 272.5 - 273.1 ( 0.6m) 0.85 Pelite 276.8 - 277.2 ( 0.4m) 0.52 Psammopelite Hole sited 800m south of main stratigraphic traverse TDD004 - 08. Hole confirms broad zone of low level gold in qtz veining. No significant grades.	1266\1624 21 TDD009 308.7 216 - 216.1 ( 0.1m) 0.92 Carbonaceous Pelite 230 - 231 ( 1m) 0.6 Pelite 272.5 - 273.1 ( 0.6m) 0.85 Pelite 276.8 - 277.2 ( 0.4m) 0.52 Psammopelite Hole sited 800m south of main stratigraphic traverse TDD004 - 08. Hole confirms broad zone of low level gold in qtz veining. No significant grades.	1266\1624 21 TDD009 308.7 216 - 216.1 ( 0.1m) 0.92 Carbonaceous Pelite 230 - 231 ( 1m) 0.6 Pelite 272.5 - 273.1 ( 0.6m) 0.85 Pelite 276.8 - 277.2 ( 0.4m) 0.52 Psammopelite Hole sited 800m south of main stratigraphic traverse TDD004 - 08. Hole confirms broad zone of low level gold in qtz veining. No significant grades.
		Comments	Small shear zone	Hole passes through syncline axis and intersects spurry qtz veining on east limb of anticline. Broad zone of alteration with As values up to 0.38% Core loss in saprolite zone.					Hole sited 800m south of main stratigraphic traverse TDD004 - 08. Hole confirms broad zone of low level gold in qtz veining. No significant grades.
		Rock Type	Shear Zone	Saprolite	Saprock	Pelite	Pelite	Pelite	Carbonaceous Pelite	Pelite	Pelite	Psammopelite
	Anomalous Samples by Profile (g Au/t)	Bedrock 0.59				0.71	0.74	1.28	0.92	0.6	0.85	0.52
		Saprock			8.21
		Saprolite		2.2
		Murray Basin Sediments
		Sample Interval	157.1 - 157.5 ( 0.4m)	79 - 79.3 ( 0.3m)	82.6 - 83.2 ( 0.6m)	173.7 - 174.7 ( 1m)	189.9 - 190.5 ( 0.6m)	193 - 193.5 ( 0.5m)	216 - 216.1 ( 0.1m)	230 - 231 ( 1m)	272.5 - 273.1 ( 0.6m)	276.8 - 277.2 ( 0.4m)
		Total Depth (m)	245.9	257.1					308.7
		Hole ID	TDD002	TDD007					TDD009

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6.4 Reasonability and Accuracy of the Navarre Statements

6.4.1 Significant Statements

The Navarre Prospectus states that the Bendigo North Project has potential for deep lead gold deposits. This statement is based on the recently discovered Tandarra Prospect. Full details are in Section 3.2 (b) of the Prospectus.

The Navarre Prospectus also states that the Bendigo North Project is in the Bendigo Structural Zone which contains extensive historical (alluvial and reef) gold production. Full details are in Section 4 of the Prospectus.

6.4.2 Potential Gold Endowment

The potential gold endowment of the covered area to the north of Bendigo has been estimated by GeoScience Victoria (Lisitsin et al 2007), based on the known endowment and geological characteristics of the exposed host rocks to the south. The approach assumes that the known deposits and the undiscovered deposits in a poorly explored area are representative samples of the same statistical population.

The likely number of undiscovered deposits in the undercover permissive area was estimated by assuming it should contain a similar number of deposits present in a well-explored permissive area of similar size, namely the central part of the Bendigo Zone.

The northern (covered) part of the Bendigo Zone was estimated to host 25 significant orogenic gold-quartz vein deposits, of which some 12-24% are expected to contain in excess of 31 tonnes (1 M oz’s) of gold.

The predictions made by Geoscience Victoria are premised on an assumed similar metallogenic history for both the central and northern parts of the Bendigo Zone. Based on current information, this premise appears reasonable. However, the following should be noted:

• The Navarre tenement covers 144 sq.km, compared with the permissive area under cover of 7,600 sq. km.

• The interaction of structural and lithostratigraphic factors results in a wide range of gold endowments (goldfields). The distribution of these goldfields, whilst not uniform, probably follows panels or corridors.

• Currently any pattern of goldfields in the covered part of the Bendigo Zone has yet to be identified. Anomalous gold values defining the Tandarra prospect occur over an extent of about 10 km.

• The Tandarra prospect appears to be favourably located some 3-10km west of a firstorder fault (Whitelaw Fault), which is the same structural position occupied by the Bendigo goldfield.

• Providence Gold and Minerals Pty Ltd has recently intersected 6 metres @ 29 gAu/t from air core drill testing north of the Navarre tenement (Burrowes 2010).

6.4.3 Overview

Gold mineralisation in the central part of the Bendigo North (Tandarra) Project occurs in the weathered and fresh parts of the Ordovician bedrock sequence, as well as the overlying Murray

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Basin Sediments. This range of settings can be seen in the results of twin drilling (TAC 102 & 125), summarised as follows:

Murray Basin Sediments (lignite +/- quartz gravel): range of 1.14 – 1.18 gAu/t

Deflation Materials (angular quartz gravel & clay overlying saprolite): range of 0.16 – 1.23 gAu/t Oxidised Bedrock (saprolite): range of 0.01 – 0.33 gAu/t, but also with values < 12.12 gAu/t in quartz derived from up-hole-contamination.

Fresh Bedrock (quartz veins in shale & siltstone): range of 0.01 – 191 gAu/t

Further details are shown in Figure 3 and Table 4 (twin drilling TAC102 & 125).

Table 4 is at the back of the report. Spurious results pertain to the interval 81-105m due to uphole contamination (UHC). This is further discussed in Sec. 6.4.4.

TAC125

TAC102

Lig 70 – 74m: 4m @ 0.44g/t Ang qtz 74 – 78m: 4m @ 0.47g/t Sap 78 – 81m: 3m @ 0.27g/t Br (UHC) 81 – 105m: na

Lig 74 – 77m: 3m @ 1.14g/t Ang qtz 77 – 81m: 4m @ 0.83g/t Sap (UHC) 81 – 84m: 3m @ 4.54g/t Br 84 – 93m: 9m @ 0.46g/t

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Figure 3 A schematic diagram of the aircore and cored holes drilled in the 2006 programs.

Significant gold intercepts were obtained in the overlying sediments, the saprolite and the fresh rock (modified from a Leviathan presentation 2007).

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6.4.4 Orogenic (Reef) Gold Mineralisation

There is direct evidence of structurally controlled (orogenic) gold mineralisation in the Bendigo North Project. During 2007, Perseverance intersected a number of mineralised quartz veins which are within fresh bedrock. The best intercept obtained was in hole TAC 146 with 1m @ 8.62 gAu/t (refer Table 5. attached).

In addition, Bendigo-style nuggety gold mineralisation is indicated in the repeat assays from hole TAC 125 (refer Sec.6.3.2.), where an initial grade of 4.96 gAu/t gave repeat values of 259.80, 191.00 and 5.93 gAu/t. Whilst these assays derive from different analytical techniques, the several orders of magnitude range in the results demonstrates the volume-variance characteristic of the gold mineralisation typifying the Bendigo Zone goldfields.

It is noteworthy that in the tenement immediately north of EL 4987, and along strike from the Tandarra prospect, Providence Gold and Minerals Pty Ltd recently intersected 6 metres (downhole interval) @ 29 gAu/t in a quartz vein within Ordovician age bedrock (Burrowes 2010).

6.4.5 Potential Supergene Gold Mineralisation

Gold mineralisation is also present in weathered bedrock in the absence of quartz, suggesting secondary (supergene) enrichment. Intersections from Tandarra (Perseverance 2007) in 2006 and 2007 that were greater than 0.1g Au/t in saprolite material are shown in Tables 5 (attached) and 6 (overleaf).

6.4.6 Potential Deep Lead Gold Mineralisation

There is circumstantial evidence of deep lead (palaeo-placer) gold mineralisation in the Navarre tenement. Drilling by previous explorers has encountered gold bearing quartz gravels in an inferred palaeo-drainage channel. These palaeo-channels have been incised in to a bedrock sequence of interbedded sandstone, siltstone and shale regarded as being part of the Ordovician in the Bendigo Zone.

More recently, Perseverance and Leviathan intersected a number of mineralized gravels at the interface between the Murray Basin sediments and the underlying turbidite sequence. The intercepts shown in Table 3 below are from aircore holes drilled on the 5974320m northing.

6.4.7 Mining One Comments

1) Deep Lead Gold Deposits

Mining One considers the Bendigo North Project has demonstrated auriferous quartz gravel material occurring on topographically elevated basement. These gravels appear to represent a residual lag type of deposit formed by the erosional deflation of the bedrock. It is considered very likely that such gravels could have been eroded and deposited in the valleys of the palaeodrainage, thereby constituting potential “deep lead” gold mineralisation.

Consequently Mining One considers the views expressed in the Navarre prospectus regarding the potential for deep lead gold deposits to be reasonable and accurate.

2) Supergene Gold Mineralisation

Mining One considers the Bendigo North Project has reasonable evidence of secondary gold mineralisation occurring in both weathered bedrock (saprolite), and in the sediments forming the lower part of the Murray Basin sequence. The presence of gold in lignitic sediments implies that the latest mobilisation of gold has occurred after the deposition of the Murray Basin sequence.

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3) Orogenic Gold Mineralisation

Mining One considers the Bendigo North Project has demonstrated orogenic gold mineralisation. Furthermore, the project, being in what appears to be a Class 1 Goldfield structural location, has a very good potential for additional discoveries of gold in the bedrock.

Table 3 Intercepts in Murray Basin Sediments >0.1g Au/t (2006-07 drilling)

Hole ID	Sample Interval	Au FA3 g/t	Au FA1 g/t	Au FA1S g/t	Regolith	Qtz %	Geo Logger’s Comments	Mining One Comments
TAC098	85 - 86 (1.0m)	0.29			Transported	75%	angular qtz grav with secondary py?
TAC102	77 - 78 (1.0m)	0.87	1.23	1.96	Transported /Saprolite	85%	angular qtz grav
TAC102	78 - 80 (2.0m)	0.9	0.96	1	Transported /Saprolite	85%	angular qtz grav
TAC102	80 - 81 (1.0m)	0.15	0.16	0.19	Transported /Saprolite	15%	qtz grav/sapr interface	Hybrid geology in sampling zone
TAC125	74 - 75 (1.0m)		0.84	0.99	Transported /Saprolite	65%	angular qtz gravel/lign/ sapr	Hybrid geology in sampling zone
TAC126	73 - 74 (1.0m)		0.42		Transported /Saprolite	7%	lign/sapr int with minor qtz	Hybrid geology in sampling zone
TAC070	71 - 72 (1.0m)	0.19			Transported /Saprolite	0%	Lign/sap interface	Hybrid geology in sampling zone
TAC127	73 - 74 (1.0m)		0.15		Transported /Saprolite	7%	sapr/lign int with minor qtz grav	Hybrid geology in sampling zone
TAC149	43 - 44 (1.0m)		1.14

*Lign – Lignite / int - interface

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6.5 Technical Risks associated with the Bendigo North Project

6.5.1 Cover Sequences

• Tertiary - the prospective Bendigo Zone bedrock in the project area is covered by 50-100 metres of Tertiary sediments of the Murray Basin. This cover will place greater reliance on remotely-sensed data to generate drilling targets in both palaeo-placer and primary/bedrock targets.

• Palaeozoic – the likelihood of the Bendigo Zone sedimentary rocks also being covered by Permian glacigenic sediments is unknown, but possible in topographic lows.

6.5.2 Sedimentary Settings

The targeting of deep lead (palaeo-placer) gold deposits will require a robust understanding of the age, type and facies of the host sediments. The potential for detrital gold to be glacially entrained within Permian age deposits is unknown, but possible. Distinction between unoxidised glacial materials and fresh bedrock, between oxidised glacial material and saprolitic bedrock, and between eluvial lag deposits and genuine alluvial deposits will require careful interpretation.

6.5.3 Volume – Variance Considerations

Gold mineralisation in the Bendigo Zone is characterised by coarse grained gold. This coarse aspect, combined with erratic distribution, poses significant problems for any assessment using normal slim-line drilling techniques. Collection of bulk samples to minimise the volume-variance (nuggety gold) problem is seldom practical during the exploration stage, and reliance on core samples will usually result in under-estimation of grade.

Consequently, distinction between genuinely barren quartz and volume-variance–prone (nuggety) gold in slim-line drill core remains an exploration challenge through out the Bendigo Zone.

6.6 Proposed Exploration by Navarre

Navarre plan to undertake an infill gravity survey to generate a high resolution gravity model, from which to identify deep lead drilling targets in buried valleys.

Navarre will also conduct infill and step-out drilling around the primary gold discovery at Tandarra. This drilling will be done in the areas where the Tertiary cover is less than 50 metres in thickness.

Mining One considers the proposed exploration to be reasonable, and which should ensure a robust understanding of the different styles of gold mineralisation already identified in the project area. The work should include provision to identify mineralisation-related features (other than gold grade) in bedrock so as to mitigate the volume-variance (“nuggety gold”) problem facing any conventional drill-based sampling.

The expenditure proposed to complete the exploration programs is considered appropriate.

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7 KINGSTON GOLD PROJECT

7.1 Introduction

The Kingston Gold Project is located 30km northeast of Stawell and 220km northwest of Melbourne. The project is centred on the old Kingston mine, and covers a large part of the Landsborough Goldfield. The Kingston mine produced 2,762 oz’s of gold at an average grade of 7.3 gAu/t from 1900-1903. The project consists of a single tenement application, ELA 5280, covering 260 sq km.

7.2 Geological Setting

7.2.1 Regional

The Kingston Project covers about 50% of the Landsborough Goldfield, and is situated near the centre of the Stawell Zone of the Lachlan Fold Belt. The Stawell Zone is bounded on the west by the north-west trending Moyston Fault, and abuts the Bendigo Zone along the north-south Avoca Fault.

The Stawell and Bendigo Zones have broadly similar structural and stratigraphic characteristics. Recently interpreted seismic data (Willman et al 2010), indicates the base of the Stawell Zone to consist of mafic volcanics, and that the western edge of the Stawell Zone (defined by the east dipping Moyston Fault), forms a flat “V” shape against the west dipping Mt William Fault forming the eastern side of the Bendigo Zone.

The Avoca Fault is interpreted to be a west dipping listric thrust fault which merges at depth with the east dipping Moyston Fault. Within the Stawell Zone the Landsborough Fault is one of several first-order thrust faults which trend north-west and parallel to the Moyston Fault strike.

7.2.2 Local

The Landsborough Fault is an overall north-west trending structure, which bifurcates in to a north-north-west orientated panel over an interval of about 20km in the vicinity of the Landsborough Goldfield and the old Kingston Gold Mine.

Seismic data shows the Landsborough Fault to be a west dipping structure, and magnetic data indicates the presence of a buried magnetic intrusive body south of the Kingston Mine, potentially similar to the syenitic intrusive rocks present in that mine. Seismic data interpretation (Willman et al 2010) indicates the Landsborough Fault is a west-dipping thrust fault which has penetrated deep in to the crust, and has possibly acted as a conduit for gold-bearing fluids.

The outcropping bedrock consists of the St Arnaud Group of sedimentary rocks (sandstones, siltstones, shales), although magnetic data suggest the presence of probable interbedded mafic volcanics at shallow depths. Other evidence for mafic volcanics within the regional St Arnaud Group package is presented in the seismic interpretation of Willman et al (2010).

The sediments are folded and altered to lower greenschist facies around the Kingston Mine, while at the southern end of the Landsborough Goldfield the old Glen Dhu Mine is located in a strongly deformed zone in the hanging wall of the west dipping Landsborough Fault.

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7.3 Gold Mineralisation

Three parallel lines of quartz reef occur in and parallel to a north-east trending zone of brecciation some 400 metres long and 100 metres wide. The Western, Central and Eastern Reefs host steep, high grade shoots which plunge to the north and north-east. Chintock (2003) also recorded north-east trending shear zones around the Kingston workings.

The Kingston Mine was developed on the Western Line of Reef, and all three reefs display pinch and swell features ranging from 1-7 metres in thickness. Alteration haloes around the quartz veins consist of sericite-carbonate-sulphides, and the gold mineralisation is associated with anomalous lead (Pb), and lesser copper (Cu) and antimony (Sb).

Other quartz veins trend north-west parallel to the stratigraphy and the Landsborough Fault. Chintock (2003) also noted another set of quartz veins trending towards the north-north-east. The combination of these orientations may locally constitute a vein stockwork.

7.4 Previous Exploration

Following BHP’s shallow prospecting shaft, sank during 1931-32 close to the old Kingston shaft, modern exploration occurred from 1986-89 by WMC which conducted a program of soil sampling, geophysical surveys (ground magnetics, SIROTEM, and induced polarisation) and both reverse circulation and diamond core drilling. Significant results (downhole intervals) obtained were:

Hole KINC6: 8 metres @ 23.0 gAu/t

Hole KINC58: 9 metres @ 40.5 gAu/t

Range River Gold NL began exploration in 2003 with structural mapping, and a review of all previous regional aeromagnetic, radiometric and gravity data. They also did both reverse circulation and diamond core drilling. Significant results obtained were: Hole KNGC2: 5 metres @ 4.3 gAu/t

Hole KNGC4: 6 metres @ 5.8 gAu/t

Hole KNGC6: 5 metres @ 12.6 gAu/t

Hole KNGCD19: 32.1 metres @ 1.5 gAu/t

Hole KNGC22: 1 metre @ 9.6 gAu/t

Follow-up drilling about 20 metres north of hole KNGC6, with hole KNGC27 returned 1 metre @ 3.1 gAu/t and 2 metres @ 1.8 gAu/t in the anticipated position of the 5 metres @ 12.6 gAu/t intercept. This was interpreted to show that the shoot had a pinch and swell aspect, and plunged more steeply than predicted (Carnes 2004).

7.5 Reasonability and Accuracy of the Navarre Statements

7.5.1 Significant Statements

The Navarre Prospectus states that the Kingston Project is located on a parallel fault system to that hosting the 5 Moz Stawell Gold Mine. Full details are contained in Section 6 of the Prospectus.

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The Navarre Prospectus further states that the Kingston Project has the potential for depth extensions and repeats of the Kingston-style mineralisation. Full details are contained in Section 6 of the Prospectus.

7.5.2 Mining One Comments

1) Parallel Structure

The Landsborough Fault is parallel in strike to the Moornambool Metamorphic Complex which encompasses the north-west striking Pleasant Creek and Coongee Faults. In turn these faults define the limits of the Stawell Goldfield, and dip westward similar to the Landsborough Fault.

Consequently Mining One considers the views expressed in the Navarre Prospectus regarding a parallel structure to be reasonable and accurate.

2) Extensions to the Kingston-Style Mineralisation

The combination of the change in strike and bifurcation of the Landsborough Fault, along with evidence of several intrusive bodies, the brecciation and the north-east aligned quartz veins at the Kingston Mine Prospect indicate a dilational jog setting, interpreted to be due to a dextral sense of shearing along the Landsborough Fault. This type of extensional setting allows enhanced access opportunities for gold-bearing fluids, and is recognised as a very common and suitable environment for gold mineralisation.

Several campaigns of drilling have shown abundant evidence of gold mineralisation around the old Kingston Mine. Mapping has identified quartz veins with several different trends which appear to form vein stockworks. These vein arrangements have the potential to constitute shallow mineral resources. In addition, numerous structural targets can be envisaged within the inferred dilational jog, some of which have been identified by Navarre.

Consequently Mining One considers the views expressed in the Navarre Prospectus regarding extensions to Kingston-style mineralisation to be reasonable and accurate.

7.6 Technical Risks associated with the Kingston Project

7.6.1 Cover Sequence

The prospective, structurally-prepared St Arnaud Group sediments in the project area are variably covered by Tertiary sediments of the Murray Basin. The implication of this cover is for an increased reliance on remotely-sensed data to generate drilling targets.

7.7 Proposed Exploration by Navarre

Navarre plan to re-log existing diamond core, undertake detailed airborne geophysical surveys over the Kingston Mine Prospect, and will also generate target models to drill test.

Mining One considers the proposed exploration to be reasonable, and suited to improving the understanding of the controls on the mineralisation in the project area, and which are supported by appropriate budgets.

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8 BALLARAT SOUTH GOLD PROJECT

8.1 Introduction

The Ballarat South Gold Project is located immediately south of the City of Ballarat. Navarre will be entitled to hold Exploration Licence EL4996 (110 sq km) following listing on the ASX and fulfilling existing legal obligations with Leviathan.

Gold was first discovered in alluvium at Ballarat in 1851, sparking a rush to the area. The production of gold from alluvial mining is estimated to be 6.8 Moz’s, and exceeds the 3.2 Moz’s from hard rock or reef mining. The Ballarat South Gold Project is situated over part of the Ballarat East Line which produced the most reef gold (1.5 Moz’s grading 10 gAu/t).

8.2 Geological Setting

8.2.1 Regional

The Ballarat Goldfield is a Class 1 goldfield in the Bendigo Zone, and is about 3 - 8 km west of the Williamsons Creek Fault, which is a first-order structure. Willman et al (2010) have observed that major goldfields in the Bendigo Zone are situated in second-order faults some 3.5 to 4 km west of the nearest first-order fault.

The Ballarat Goldfield is divided in to three lines – Ballarat East, Ballarat West and Nerrina Lines. It is worth noting that the prolific Ballarat East Line is some 800 metres wide and extends for 16km in a north-south direction. The Ballarat South Project is located over the southern extension of the Ballarat East Line.

8.2.2 Local

The bedrock in the project area consists of an Ordovician age sandstone-dominant turbidite sequence, which has been tightly folded, and reverse faulted during east-west shortening.

These reverse faults dip west, and variably dilate on passing discordantly through east fold limb positions due to the contrast in rheological properties of the Ordovician sediments. Gold-bearing quartz veins and quartz reefs occur in these reverse faults (historically referred to as “leather jackets”) along with quartz veining associated with bedding-parallel faults. The affinity to folded bedrock and bedding parallel faults make the Ballarat Goldfield similar to the Bendigo Goldfield in terms of the evolution and structural setting of mineralisation.

Detrital gold sourced from the quartz reefs may occur variously in sand/gravel alluvium (or shallow leads) in the current drainage, or in progressively older fluvial deposits, from Quaternary to Tertiary in age. Gold-bearing gravels of Tertiary age are frequently covered by basalt, and constitute “deep leads”.

8.3 Previous Exploration

Previous exploration conducted on historical tenements near EL4996 was almost entirely in search of gold mineralisation similar in style to that which occurs in the main producing mines of the Ballarat Goldfield. Geophysical IP traverses were a common technique used to locate areas of sulphide mineralisation within the basement rocks.

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WMC and Rio Tinto were prominent tenement holders in the region from 1965 through to 1990. A variety of sampling methods were employed at this time, including rock chip sampling, soil sampling, aircore and diamond drilling, trenching and hydro-geochemical sampling. Some significant grades were obtained by Rio Tinto on EL889, but these were from samples taken near the surface, not in the primary bedrock.

The most recent work done near the project area was done by companies such as Ballarat West Goldfields Pty Ltd and Davnet Ltd. Ballarat West conducted some detailed gravity surveys and then followed this up with some RC percussion holes to target the Ordovician basement. No significant gold mineralisation was found in the drilling campaign.

From 1997 to 2000, Golden Hills Mining NL held EL4017. A number of soil samples were taken on this lease and these were panned for gold and heavy minerals. Minor alluvial gold was found in the panning, but this did not warrant any follow up work.

Overall, none of the previous exploration work has involved drilling directly under the old mine workings within the Navarre project area.

8.4 Exploration by Navarre

Navarre have reprocessed and interpreted old geophysical data and identified a strong gravity feature under the Ballarat Goldfield. They interpret this gravity ridge feature as indicating the presence of dense mafic rocks at depth. This gravity ridge trends north-south, and underlies the Ballarat East and West lines.

8.5 Reasonability and Accuracy of the Navarre Statement

8.5.1 Significant Statement

The Navarre Prospectus states there is a prominent north-south trending gravity ridge located beneath the main quartz reef workings of the Ballarat Goldfield. Navarre interprets this gravity ridge to comprise mafic volcanic rocks which extend south in to EL 4996, and that gold-bearing quartz reefs may be present beneath the historic shallow workings within the project area. Navarre considers this gravity ridge as a conceptual Stawell-type target where gold mineralisation occurs on the flanks of mafic volcanic rocks. Full details are contained in Section 7 of the Prospectus.

8.5.2 Mining One Comments

1) Linear Structure – Gravity Ridge

The presence of a substrate of dense mafic igneous rocks in the lower crust under central Victoria east of Ballarat has been interpreted from recent seismic data (Willman et al 2010). This dense lower crustal material has been termed the “Selwyn Block”, the western margin of which is north-south aligned and passing through the eastern side of the Ballarat Goldfield.

Consequently there is regional evidence for north-south trending mafic rocks under the Ballarat Goldfield, and the gravity high visible in the data may be a related (faulted offset) to the Selwyn Block. This gravity high has a well defined western boundary, but the presence of the Mt Egerton Granodiorite immediately east of the Ballarat Goldfield complicates interpretation of the east side of the gravity high.

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Pending confirmation of (currently interpreted) mafic rocks beneath the Ballarat Goldfield, it is possible to envisage a Stawell-type target in the project area. This target is based on the gravity-indicated structural high (composed of mafic volcanics), a major fault (i.e. the Williamsons Creek Fault) and quartz reefs (Ballarat Goldfield mineralisation) in the sedimentary rocks above the mafic rocks.

Consequently Mining One considers the views expressed in the Navarre Prospectus regarding a gravity ridge defining a linear structure to be reasonable, but that rigorous definition of the feature will require infill gravity surveying.

8.6 Technical Risks associated with the Ballarat South Project

8.6.1 Young (Quaternary) Basaltic Cover

The basaltic cover rocks in the Navarre tenement will have a two-fold effect on exploration efforts. Firstly, the company will have to rely on geophysical methods to identify targets that can be tested with drilling. Secondly, the basaltic cover has the potential to reduce the effectiveness of magnetic surveys in locating targets in the underlying Ordovician basement rocks (Radjokovic 1998).

8.6.2 Cross-course faults

A late set of conjugate faults termed “cross course” faults strike northeast or northwest in Ballarat and are very extensive. They are thought to have formed during the Tabberabberan Deformation and overprint a number of earlier structures, including the mineralised quartz reefs in the Ballarat East Goldfield (Taylor et al 1996). These faults have the potential to interrupt the continuity of any reef lines in the area. Navarre has interpreted two of these fault types.

8.6.3 Volume – Variance Considerations

Gold mineralisation in the Bendigo Zone is characterised by coarse grained “nuggety” gold. At Ballarat East, some 50% of the gold occurs as grains in excess of 1.2 mm. This coarse tenor, combined with erratic distribution, poses significant problems for any assessment using normal slim-line drilling techniques. Collection of bulk samples to minimise the volume-variance (“nuggety gold”) problem is seldom practical during the exploration stage, and reliance on core samples will usually result in under-estimation of grade.

Consequently, distinction between genuinely barren quartz and volume-variance–prone (nuggety) gold in slim-line drill core remains an exploration challenge through out the Bendigo Zone.

8.7 Proposed Exploration by Navarre

Navarre plan to undertake a detailed ground gravity survey to map the gravity ridge within their project area. They will then undertake prospect mapping, generate target models and then drill test selected targets located above the gravity high feature.

Mining One considers the proposed exploration to be reasonable, and should include provision to recognise mineralisation-related features (other than gold grade) in order to mitigate the volume-variance (“nuggety gold”) problem facing any conventional drill-based sampling.

The expenditure proposed to complete the exploration programs is considered appropriate.

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9 REFERENCES

ASIC 2007 : Content of expert reports; Regulatory Guide No 111; Australian Securities & Investments Commission.

ASIC 2007 : Independence of experts; Regulatory Guide No 112; Australian Securities & Investments Commission.

Birch W.D. 2003 : Geology of Victoria . Special Publication 23. Geological Society of Australia (Victoria Division).

Burrowes T. 2010 : New gold discovery under cover north of Bendigo. Discovery Journal October 2010; Dept. Prim. Ind. Vic.

Carnes C. A. 2004 : Ann Rep for EL 4630 period ended 30[th] June 2004; unpub. Rep. Range River Gold NL

Chintock G.N. 2003 : Combined Ann Rep for EL 4630 period ended 30[th] June 2003; unpub. Rep. Range River Gold NL

Crawford A.J. 1994 : Geology and Prospectivity of the Stavely Greenstone Belt, Western Victoria, and assessment of the significance of greenstones in CRAE drillholes in this area. Report to CRAE, in Menpes SA, CRAE, EL 3009, Mt Talbot Vic, Annual Report PE 12th Sep 1994, DRNE, Vic Expired EL reports file.

Crawford A.J. et al, 2000 : Tectonic Setting of Eruption of the Cambrian VHMS-rich Mount Read Volcanics, Western Tasmania; power point presentation by CODES

Crawford A.J. 2010 : Prospectivity of the Eclipse Project, Black Range region, Western Victoria; unpub. Rep. for Navarre Discovery No1 P/L

Donaghy AG, 1994. Geology, geochemistry, geophysics and mineralisation of the Victor 2 base metal prospect, Mt Stavely Volcanic Complex, western Victoria. BSc (Hons) thesis, CODES Key Centre, Geology Department, University of Tasmania

Horvath HS, 1995. Exploration Licences 3167, 3337, 3381, 3408 & 3474 Stavely Project Annual Report for period end 6th Feb 1995. North Limited Report AR95/05S. Ref 21895, DNRE

JORC Code 2004 : Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore reserves. The JORC Code – 2004 Edition. Joint Ore Reserves Committee of AusIMM, AIG and MCA.

Large R.R., McPhie J., Gemmell J.B., Herrmann W. & Davidson G.J. 2001 : The spectrum of ore deposit types, volcanic environments, alteration haloes, and related exploration vectors in submarine volcanic successions: some examples from Australia. Econ.Geol. V 96, pp 913-938

Legge PJ, 2005. Compilation & Review Stavely Project, Victoria EL 4556. unpub. rep.New Challenge Resources Pty Ltd

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INDEPENDENT EXPERT (GEOLOGICAL) REPORT

INITIAL PUBLIC OFFERING

Lowe G.M. & Bergin L.T. 2007 : Exploration Licences 4845, 4846, 4884 & 4897: Annual Technical Report of Exploration Activities for the period 1st January to 31st December 2006.

Lisitsin V., Olshina A., Moore D.H. & Willman, C.E., 2007 : Assessment of undiscovered mesozonal orogenic gold endowment under cover in the northern part of the Bendigo Zone. GeoScience Victoria Gold Undercover Report 2. Department of Primary Industries.

Perseverance Ltd 2007 : The Tandarra Project Central Victoria. Powerpoint presentation delivered by Perseverence to landholders. Provided by Navarre Discovery No.1 Pty Ltd.

Radojkovic A. 1996 : First Annual Report For The Period Ending 20 July 1996: EL3754 Grampians No. 1, Victoria.

Radojkovic A. 1998 : Mineral exploration history of the Ballarat and Creswick 1:100 000 map areas; Victorian Initiative for Minerals and Petroleum Report 59. Department of Natural Resources and Environment.

Seymon A.R., Raetz M.C. & Lynch H.K. 2009 : Copper, gold and nickel discovery opportunities in and around the Dimboola Arc Domain. Geol. Surv. Vic. Tech. Rec. 2009/1

Taylor D.H., Whitehead M.L., Olshina A., Leonard J.G. 1996 : Ballarat 1:100 000 map geological report. Geological Survey of Victoria Report 101.

VALMIN Code 2005 : Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports; prepared by a joint committee of the Australasian Institute Of Mining and Metallurgy, the Australian Institute of Geoscientists, and the Mineral Industry Consultants Association, with participation of ASIC, ASX, MCA, PESA and SAA.

Waters J.C. & Wallace D.B. 1992 : Volcanology and sedimentology of the host succession to the Hellyer and Que River volcanic-hosted massive sulfide deposits, northwestern Tasmania. Econ Geol V 87, pp 650-666.

Willman CE, Korsch RJ, Moore DH, Cayley RA, Lisitsin VA, Rawling TJ, Morand VJ and O’Shea PJ 2010 : Crustal-Scale Fluid Pathways and Source Rocks in the Victorian Gold Province, Australia: Insights from Deep Seismic Reflection Profiles. Econ Geol V 105 No 5, pp 895-915

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10 TABLES

Table 4 Twin drilling TAC102 & 125	Table 4 Twin drilling TAC102 & 125	Table 4 Twin drilling TAC102 & 125	Table 4 Twin drilling TAC102 & 125	Table 4 Twin drilling TAC102 & 125	Table 4 Twin drilling TAC102 & 125
TAC102								TAC125
Leviathan Data							Leviatha	n Data
Sample Interval				Mining One Horizon		Sample Interval				Mining One Horizon
	Amdel	Rock	Reolith	Designation			Amdel	Rock	Reolith	Designation
	Au FA1	Code	g				Au FA1	Code	g
0-74	NS	clay/sand/lign		Sand/Clay	Murray Basin Sediments	0-70	NS	clay/sand/lign		Sand/Clay	Murray Basin Sediments
74 - 77	1.14	lign	Tr			70- 71	0.20	lign	Tr
						71-72	0.18	lign	Tr
				Lignite						Lignite
						72-73	0.20	lign	Tr
						73-74	1.18	lign	Tr
77 - 78	1.23	ang qtz grav	Tr		Deflation Material	74 - 75	0.84	ang qtz grav	In		Deflation Material
78 - 80	0.96	ang qtz grav	Tr			75 - 76	0.34	ang qtz grav	Sp
				Lag/Scree						Lag/Scree
						76 - 77	0.33	ang qtz grav	Sp
80 - 81	0.16	ang qtz grav	In			77 - 78	0.38	ang qtz grav	Sp
81-82	12.12*	sapr	Sp	Oxidised	Ordovician Bedrock	78-79	0.18	sapr	Sp	Oxidised	Ordovician Bedrock
82 -83	0.01	qtz	Sp	Bedrock		79-80	0.29	sapr	Sp	Bedrock
83-84	1.49*	sapr	Sp	(Saprolite)		80-81	0.33	sapr	Sp	(Saprolite)
84-89	0.61	peli	Br			81-82	2.78	peli	Br
						82-83	0.24	peli	Br
						83-84	0.20	peli	Br
				Fresh
						84-85	24.70	peli	Br
				Bedrock
						85-86	0.18	peli	Br
89-90	0.00	peli	Br			86-87	0.17	peli	Br
90-93	0.36	peli	Br			87-88	0.36	peli	Br
*samples subject to up-hole contamination Pspe - Psammopelite Lign – Lignite Ang – Angular Tr – Transported Qtz – Quartz In – Interface Grav – Gravel Sp – Saprolite Peli - Pelite Br - Bedrock Sapr - Saprolite						88 - 89	0.21	peli	Br
						89 - 90	0.19	peli	Br
						90-91	0.20	peli	Br
						91-92	0.17	peli	Br
						92-93	0.19	pspe	Br
						93-94	0.04	pspe	Br	Fresh
						94-95	0.01	pspe	Br	Bedrock
						95-96	0.02	pspe	Br
						96-97	0.02	pspe	Br
						97-98	0.00	pspe	Br
						98-99	0.00	pspe	Br
						99-100	0.02	pspe	Br
						100-101	0.00	pspe	Br
						101-102	0.00	pspe	Br
						102 - 103�	4.33	pspe	Br
						103-104	0.13	pspe	Br
						104-105�	4.96	pspe	Br
						105-106	0.03	pspe	Br
						106-107	0.04	pspe	Br
						107 - 108	0.62	peli	Br

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Table 5 Quartz bearing intercepts > 0.1g Au/t in fresh bedrock. Drilling in 2006-2007 done by Leviathan and Perseverance

HOLE ID	Sample Interval	Au Aqua Regia g/t	Au FA1 g/t	Au AA25 g/t	Regolith	Mining One Comments
TAC086	40 – 41 (1.0m)		0.83		Bedrock
TAC088	104 - 105 (1.0m)		0.90		Bedrock
TAC105	70 - 72 (2.0m)		8.02		Bedrock
TAC111	73 - 74 (1.0m)		0.11		Bedrock
TAC125	104 – 105 (1.0m)		191		Bedrock
TAC136	64 - 65 (1.0m)			36.5	Bedrock
TAC137	72 - 73 (1.0m)			0.3	Bedrock
TAC137	83 – 84 (1.0m)		0.49		Bedrock
TAC146	42 - 43 (1.0m)	8.62		10.5	Bedrock
TAC146	43 - 44 (1.0m)	1.56		0.98	Bedrock
TAC146	44 - 45 (1.0m)	0.75		0.58	Bedrock
TAC146	45 - 46 (1.0m)	0.22		0.12	Bedrock
TAC146	46 - 47 (1.0m)	0.36		0.3	Bedrock
TAC146	47 - 48 (1.0m)	0.45		0.45	Bedrock
TAC146	68 - 69 (1.0m)	0.16		0.07	Bedrock
TAC152	101 – 102 (1.0m)		0.5		Bedrock
TAC160	63 - 64 (1.0m)		0.18		Bedrock
TAC160	68 - 69 (1.0m)		0.69		Bedrock
TAC169	112 - 113 (1.0m)		0.12		Bedrock
TAC179	44 - 45 (1.0m)		0.53		Bedrock
TAC219	85 - 86 (1.0m)			8.54	Bedrock
TAC219	89 - 90 (1.0m)			0.11	Bedrock
TDD002	157.1 - 157.5 (0.4m)		0.59		Bedrock

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							Inferred bedrock Inferred bedrock Inferred bedrock Inferred bedrock Inferred bedrock Inferred bedrock Inferred bedrock Inferred bedrock Inferred bedrock Inferred bedrock Inferred bedrock Inferred bedrock
	INDEPENDENTEXP INITIALPUBLICOFF	ERT(GEOLOGICAL) REPORT ERING
	TDD005	109.4 - 109.5 (0.1m)		0.16		(Bedrock)	Inferred bedrock
	TDD005	148.2 - 148.3 (0.1m)		0.12	0.11	(Bedrock)	Inferred bedrock
	TDD007	173.7 - 174.7 (1.0m)		0.71		(Bedrock)	Inferred bedrock
	TDD007	175.3 - 176.2 (0.9m)		0.11	0.11	(Bedrock)	Inferred bedrock
	TDD007	189.9 - 190.5 (0.6m)		0.74		(Bedrock)	Inferred bedrock
	TDD007	193.0 - 193.5 (0.5m)		1.28		(Bedrock)	Inferred bedrock
	TDD009	216 - 216.1 ( 0.1m)			0.92	(Bedrock)	Inferred bedrock
	TDD009	230 - 231 ( 1.0m)			0.6	(Bedrock)	Inferred bedrock
	TDD009	263.5 - 264.3 (0.8m)	0.18		0.04	(Bedrock)	Inferred bedrock
	TDD009	271.9 - 272.5 (0.6m)	0.34		0.28	(Bedrock)	Inferred bedrock
	TDD009	272.5 - 273.1 ( 0.6m)			0.85	(Bedrock)	Inferred bedrock
	TDD009	276.8 - 277.2 ( 0.4m)			0.52	(Bedrock)	Inferred bedrock

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Table 6 Quartz free intercepts > 0.1g Au/t in weathered bedrock (2006-07 drilling) by Perseverance Corporation Ltd

Hole ID TAC032 TAC070 TAC081 TAC081 TAC081 TAC082 TAC082 TAC082 TAC082 TAC102 TAC125 TAC125 TAC125 TAC126 TAC146 TAC146 TAC146 TAC146 TAC146 TAC146 TAC156 TAC160 TAC167	Sample Interval 96 - 97 (1.0m) 71 - 72 (1.0m) 51 - 52 (1.0m) 52 – 53 (1.0m) 53 – 54 (1.0m) 52 - 53 (1.0m) 54 - 55 (1.0m) 55 – 56 (1.0m) 56 – 57 (1.0m) 81 – 82 (1.0m) 75 - 76 (1.0m) 76 - 77 (1.0m) 77 - 78 (1.0m) 73 – 74 (1.0m) 20 - 21 (1.0m) 37 - 38 (1.0m) 38 - 39 (1.0m) 39 - 40 (1.0m) 40 - 41 (1.0m) 41 - 42 (1.0m) 33 - 34 (1.0m) 51 - 56 (5.0m) 60 - 65 (5.0m)	Au AR g/t 0.20 0.16 0.12 0.15 0.17 0.20 0.21 0.11	Au FA3 g/t 0.26 0.19 0.73 0.08 0.17 0.26 0.19 0.19 0.13 0.35 0.16	Au FA1 g/t 12.12 0.34 0.33 0.38 0.50 0.06 0.01 0.03 0.10 0.13 0.15 0.01	Regolith Saprolite Transported /Saprolite Saprolite Transported /Saprolite Saprolite Saprolite Saprolite Saprolite Saprolite Saprolite Transported /Saprolite Saprolite Saprolite Saprolite Saprolite Saprolite Saprolite Saprolite Saprolite	Geo Loggers Comments Lignite/sap interface rare pelitic rock frags haem alt sapr at interface clay alt sapr	Mining One Comments
							Hybrid geology in sampling zone
							Hybrid geology in sampling zone
							Hybrid geology in sampling zone
TAC167	68 - 69 (1.0m)		0.17		Saprolite

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TAC208 TDD007 TDD007	69 - 72 (3.0m) 79 - 79.3 (0.3m) 82.6 - 83.2 (0.6m)		0.14 2.14 8.21	2.16 9.18	Saprolite Saprolite Saprock
TDD009	76.7 – 77.0 (0.3m)			0.29	Saprolite	2 cm qv @ 10 deg CA.

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INITIAL PUBLIC OFFERING 11 GLOSSARY

	11 GLOSSARY
	Adit	A horizontal opening into a mine, started from a hillside.
	Aeromagnetic	Refers to measurement of magnetic qualities of rocks using an aeroplane-mounted instrument.
	Alluvial, alluvium	Usually unconsolidated, transported sediment.
	Alluvial gold	Gold transported and deposited by river action, and mined from the river sediments.
	Altered, alteration	Referring to physical or chemical change in a rock or mineral subsequent to its formation.
	Amphibolite	A rock of medium metamorphic grade rich in the iron and magnesium silicate minerals called amphibole.
	Anomaly	Zone or point in the soil or underlying rock determined by exploration methods to be different from its general surroundings.
	Anticline, antiformal	A part of a fold system forming an arch i.e. convex upwards.
	Antimony	A metallic element, often a pathfinder element for gold.
	Archaean	A geological time era, older than 2400 million years.
	Assay	Test to determine the content of various chemical elements in a sample.
	Auger drilling	An exploration drill which recovers samples using a screw-like action.
	Auriferous	Gold bearing.
	Basalt	A fine-grained basic volcanic rock.
	Base Metal	Non precious metal usually refers to copper, lead, zinc.
	Basement	Generally refers to the older cratonic rocks below the sedimentary basins.
	Basic	Used to describe igneous rocks of low silica content (usually 45-55% SiO2) whose dominant mineral constituents are iron and magnesium silicates. See also mafic.
	Bed	Refers to a layer of sedimentary rock.
	Bedding	A surface in sedimentary or volcanic rocks that was a depositional surface when the sediments or volcanics were deposited.
	Bedding plane fault	A fault along a surface parallel to the surface of deposition.
	Bedrock	General term for the solid rock. underlying superficial weathered rock or soil.
	Breccia	A rock composed of angular fragments of rock embedded in a matrix.
	Brecciated	Describes rocks which have been broken into angular fragments by sedimentary or igneous action.
	Cainozoic	The most recent era of geologic time, beginning about 65 million years ago,
	Cambrian	A geological time period from 530 to 460 million years ago.
	Carbonaceous	Term given to a rock containing carbon.
	Carbonate	Minerals containing calcium and/or magnesium carbonate.
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	1266\1624 41 INDEPENDENTEXPERT(GEOLOGICAL) REPORT INITIALPUBLICOFFERING Chlorite A green platy iron-magnesium rich silicate mineral. Chromite A chromium oxide mineral. Cleavage A preferred plane of breakage in a rock caused by the alignment of micaceous minerals. Competent Person Defined in the 2004 JORC Code as a person who is a Member or Fellow of The Australasian Institute of Mining and Metallurgy, or of the Australian Institute of Geoscientists, or of a ‘Recognised Overseas Professional Organisation’ (‘ROPO’) included in a list promulgated from time to time. A ‘Competent Person’ must have a minimum of five years experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which that person is undertaking. If the Competent Person is preparing a report on Exploration Results, the relevant experience must be in exploration. If the Competent Person is estimating, or supervising the estimation of Mineral Resources, the relevant experience must be in the estimation, assessment and evaluation of Mineral Resources. If the Competent Person is estimating, or supervising the estimation of Ore Reserves, the relevant experience must be in the estimation, assessment, evaluation and economic extraction of Ore Reserves. Core Cylinder of rock recovered from diamond drilling. Craton A large stable mass of rock, usually igneous and/or metamorphic, which forms a major structural unit of the earth's crust. Cretaceous A geological period from 100 to 70 million years ago. Crust That portion of the earth from surface to a depth of 35 km. Deep lead Auriferous alluvials buried by younger rocks. Development Mining carried out to gain access to ore. Diamond drilling Method of obtaining a cylindrical core of rock by drilling with a diamond impregnated bit. Dip The angle at which layered rocks, foliation, a fault, or other planar structures, are inclined from the horizontal. Disseminated Mineralisation distributed throughout a rock. Electromagnetic Refers to a geophysical exploration method which measures responses to induced electromagnetic currents in rocks. EM geophysical survey Survey in which electromagnetic pulses are induced into the earth. Epidote Calcium aluminium silicate mineral. EL Exploration License Facies The aspect, appearance and characteristics of a rock unit, usually reflecting the conditions of its origin. Fault A fracture in rocks along which rocks on one side have been moved relative to the rocks on the other. Feasibility study (bankable) A comprehensive technical and economic study of a project of sufficient accuracy to provide the basis for a decision concerning financing. Fold belt (Orogenic belt) A linear or arcuate region that has been subjected to folding and other deformation during an orogenic cycle. Geochemical Prospecting techniques which measure the content of certain metals in soils and rocks and define anomalies for further testing.	1266\1624 41 INDEPENDENTEXPERT(GEOLOGICAL) REPORT INITIALPUBLICOFFERING Chlorite A green platy iron-magnesium rich silicate mineral. Chromite A chromium oxide mineral. Cleavage A preferred plane of breakage in a rock caused by the alignment of micaceous minerals. Competent Person Defined in the 2004 JORC Code as a person who is a Member or Fellow of The Australasian Institute of Mining and Metallurgy, or of the Australian Institute of Geoscientists, or of a ‘Recognised Overseas Professional Organisation’ (‘ROPO’) included in a list promulgated from time to time. A ‘Competent Person’ must have a minimum of five years experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which that person is undertaking. If the Competent Person is preparing a report on Exploration Results, the relevant experience must be in exploration. If the Competent Person is estimating, or supervising the estimation of Mineral Resources, the relevant experience must be in the estimation, assessment and evaluation of Mineral Resources. If the Competent Person is estimating, or supervising the estimation of Ore Reserves, the relevant experience must be in the estimation, assessment, evaluation and economic extraction of Ore Reserves. Core Cylinder of rock recovered from diamond drilling. Craton A large stable mass of rock, usually igneous and/or metamorphic, which forms a major structural unit of the earth's crust. Cretaceous A geological period from 100 to 70 million years ago. Crust That portion of the earth from surface to a depth of 35 km. Deep lead Auriferous alluvials buried by younger rocks. Development Mining carried out to gain access to ore. Diamond drilling Method of obtaining a cylindrical core of rock by drilling with a diamond impregnated bit. Dip The angle at which layered rocks, foliation, a fault, or other planar structures, are inclined from the horizontal. Disseminated Mineralisation distributed throughout a rock. Electromagnetic Refers to a geophysical exploration method which measures responses to induced electromagnetic currents in rocks. EM geophysical survey Survey in which electromagnetic pulses are induced into the earth. Epidote Calcium aluminium silicate mineral. EL Exploration License Facies The aspect, appearance and characteristics of a rock unit, usually reflecting the conditions of its origin. Fault A fracture in rocks along which rocks on one side have been moved relative to the rocks on the other. Feasibility study (bankable) A comprehensive technical and economic study of a project of sufficient accuracy to provide the basis for a decision concerning financing. Fold belt (Orogenic belt) A linear or arcuate region that has been subjected to folding and other deformation during an orogenic cycle. Geochemical Prospecting techniques which measure the content of certain metals in soils and rocks and define anomalies for further testing.
	Chlorite	A green platy iron-magnesium rich silicate mineral.
	Chromite	A chromium oxide mineral.
	Cleavage	A preferred plane of breakage in a rock caused by the alignment of micaceous minerals.
	Competent Person	Defined in the 2004 JORC Code as a person who is a Member or Fellow of The Australasian Institute of Mining and Metallurgy, or of the Australian Institute of Geoscientists, or of a ‘Recognised Overseas Professional Organisation’ (‘ROPO’) included in a list promulgated from time to time. A ‘Competent Person’ must have a minimum of five years experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which that person is undertaking. If the Competent Person is preparing a report on Exploration Results, the relevant experience must be in exploration. If the Competent Person is estimating, or supervising the estimation of Mineral Resources, the relevant experience must be in the estimation, assessment and evaluation of Mineral Resources. If the Competent Person is estimating, or supervising the estimation of Ore Reserves, the relevant experience must be in the estimation, assessment, evaluation and economic extraction of Ore Reserves.
	Core	Cylinder of rock recovered from diamond drilling.
	Craton	A large stable mass of rock, usually igneous and/or metamorphic, which forms a major structural unit of the earth's crust.
	Cretaceous	A geological period from 100 to 70 million years ago.
	Crust	That portion of the earth from surface to a depth of 35 km.
	Deep lead	Auriferous alluvials buried by younger rocks.
	Development	Mining carried out to gain access to ore.
	Diamond drilling	Method of obtaining a cylindrical core of rock by drilling with a diamond impregnated bit.
	Dip	The angle at which layered rocks, foliation, a fault, or other planar structures, are inclined from the horizontal.
	Disseminated	Mineralisation distributed throughout a rock.
	Electromagnetic	Refers to a geophysical exploration method which measures responses to induced electromagnetic currents in rocks.
	EM geophysical survey	Survey in which electromagnetic pulses are induced into the earth.
	Epidote	Calcium aluminium silicate mineral.
	EL	Exploration License
	Facies	The aspect, appearance and characteristics of a rock unit, usually reflecting the conditions of its origin.
	Fault	A fracture in rocks along which rocks on one side have been moved relative to the rocks on the other.
	Feasibility study (bankable)	A comprehensive technical and economic study of a project of sufficient accuracy to provide the basis for a decision concerning financing.
	Fold belt (Orogenic belt)	A linear or arcuate region that has been subjected to folding and other deformation during an orogenic cycle.
	Geochemical	Prospecting techniques which measure the content of certain metals in soils and rocks and define anomalies for further testing.
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NAVARRE MINERALS LIMITED / Prospectus 81

9. INDEPENDENT GEOLOGIST’S REPORT continued

1266\1624 42 INDEPENDENTEXPERT(GEOLOGICAL) REPORT INITIALPUBLICOFFERING Geophysical Prospecting techniques which measure the physical properties (magnetism, conductivity, density etc) of rocks and define anomalies for further testing. Grade Quantity of metal per unit weight of host rock. Granite A coarse grained igneous rock consisting largely of quartz and feldspar. Gravity, gravimetric survey A geophysical exploration technique which measures contrasts in density of the underlying rocks. Hard rock deposits Used here to describe non-alluvial gold deposits. Hydrothermal A process related to the introduction of heated or superheated waters associated with igneous activity. Igneous A rock formed by the solidification of a mineral-rich molten liquid. Indicated Mineral Resource Defined in the 2004 JORC Code as that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed. Induced polarisation (IP) Method of ground geophysical surveying which employs the passing of an electrical current into the ground to test for indications of metallic sulphides. Inferred Mineral Resource Defined in the 2004 JORC Code as that part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which may be limited or of uncertain quality and reliability. Intrusion A body of igneous rock that invades older rocks. JORC, JORC Code Joint Ore Reserves Committee, common reference to the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2004. Lithology General descriptive term referring to the composition and texture of rocks present in any area. Lode Tabular body of mineralisation or ore. Magnetic survey A geophysical technique which measures variations in the earth's magnetic field. Massive Homogenous structure with no bedding, lamination or orientation of mineral grains. Massive sulphide Body of mineralisation comprised mainly of sulphide minerals. Mineral Resource Defined in the 2004 JORC Code as a concentration or occurrence of material of intrinsic economic interest in or on the Earth’s crust in such form, quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

82 NAVARRE MINERALS LIMITED / Prospectus

	1266\1624 43 INDEPENDENTEXPERT(GEOLOGICAL) REPORT INITIALPUBLICOFFERING Mineralisation The process by which minerals are introduced into a rock. More generally a term applied to accumulations of economic or related minerals in quantities ranging from anomalous to economically recoverable. Mineralised zone A volume of rock which contains anomalous to economically recoverable quantities of mineral. Nugget Refers to a particle of gold or other precious metal, usually a few millimetres in size or larger. Open pit Mine excavation produced by removing all material overlying and including the extracted ore. No underground caverns are created. Ordovician A geological time period from 460 to 435 million years ago. Ore Mineral bearing rock which can be mined and treated profitably under current or immediately foreseeable economic conditions. Orebody A physically discrete body of rock comprising ore. Ounce Troy ounce of 31.1 grams. Outcrop Expression of rock unit at surface. Oxidation The process by which minerals are altered by the addition of oxygen in the crystal structures. Oxide mineralisation Derived from alteration of primary sulphide minerals by oxidation in the weathered zone. Oxide ore Ore that has been oxidised by exposure to air and circulating groundwaters. During this process, sulphide minerals break down to iron and other metal oxide minerals. Palaeozoic A geological era from 570 to 225 million years ago. Paleodrainage, palaeochannel Fossil drainage system related to pre-existing topography. Percussion drilling Drilling method which utilises a hammering action under rotation to penetrate rock while the cuttings are forced to the surface by compressed air. Period Reporting time division for a mining operation; usually 4 weeks. Potassic Of, pertaining to, or containing potassium. Pre-Cambrian A geological time period incorporating the Archaean (older than 2,400 million years) and Proterozoic (2,400 million years to 570 million years). Pre-feasibility study A relatively comprehensive analysis which is qualified by the availability and accuracy of fundamental criteria and assumptions to the degree that it cannot be the basis for final decisions. Primary In this context the original mineralisation before it has been subject to secondary processes. Proterozoic A geological era from 2,400 million years to 570 million years. Pyrite An iron sulphide mineral. Quartz Mineral species composed of crystalline silica (SiO2). Quartzite A metasedimentary rock derived from sandstone. Recovery The percentage of metal in an ore extracted by the metallurgical process.	1266\1624 43 INDEPENDENTEXPERT(GEOLOGICAL) REPORT INITIALPUBLICOFFERING Mineralisation The process by which minerals are introduced into a rock. More generally a term applied to accumulations of economic or related minerals in quantities ranging from anomalous to economically recoverable. Mineralised zone A volume of rock which contains anomalous to economically recoverable quantities of mineral. Nugget Refers to a particle of gold or other precious metal, usually a few millimetres in size or larger. Open pit Mine excavation produced by removing all material overlying and including the extracted ore. No underground caverns are created. Ordovician A geological time period from 460 to 435 million years ago. Ore Mineral bearing rock which can be mined and treated profitably under current or immediately foreseeable economic conditions. Orebody A physically discrete body of rock comprising ore. Ounce Troy ounce of 31.1 grams. Outcrop Expression of rock unit at surface. Oxidation The process by which minerals are altered by the addition of oxygen in the crystal structures. Oxide mineralisation Derived from alteration of primary sulphide minerals by oxidation in the weathered zone. Oxide ore Ore that has been oxidised by exposure to air and circulating groundwaters. During this process, sulphide minerals break down to iron and other metal oxide minerals. Palaeozoic A geological era from 570 to 225 million years ago. Paleodrainage, palaeochannel Fossil drainage system related to pre-existing topography. Percussion drilling Drilling method which utilises a hammering action under rotation to penetrate rock while the cuttings are forced to the surface by compressed air. Period Reporting time division for a mining operation; usually 4 weeks. Potassic Of, pertaining to, or containing potassium. Pre-Cambrian A geological time period incorporating the Archaean (older than 2,400 million years) and Proterozoic (2,400 million years to 570 million years). Pre-feasibility study A relatively comprehensive analysis which is qualified by the availability and accuracy of fundamental criteria and assumptions to the degree that it cannot be the basis for final decisions. Primary In this context the original mineralisation before it has been subject to secondary processes. Proterozoic A geological era from 2,400 million years to 570 million years. Pyrite An iron sulphide mineral. Quartz Mineral species composed of crystalline silica (SiO2). Quartzite A metasedimentary rock derived from sandstone. Recovery The percentage of metal in an ore extracted by the metallurgical process.
	Mineralisation	The process by which minerals are introduced into a rock. More generally a term applied to accumulations of economic or related minerals in quantities ranging from anomalous to economically recoverable.
	Mineralised zone	A volume of rock which contains anomalous to economically recoverable quantities of mineral.
	Nugget	Refers to a particle of gold or other precious metal, usually a few millimetres in size or larger.
	Open pit	Mine excavation produced by removing all material overlying and including the extracted ore. No underground caverns are created.
	Ordovician	A geological time period from 460 to 435 million years ago.
	Ore	Mineral bearing rock which can be mined and treated profitably under current or immediately foreseeable economic conditions.
	Orebody	A physically discrete body of rock comprising ore.
	Ounce	Troy ounce of 31.1 grams.
	Outcrop	Expression of rock unit at surface.
	Oxidation	The process by which minerals are altered by the addition of oxygen in the crystal structures.
	Oxide mineralisation	Derived from alteration of primary sulphide minerals by oxidation in the weathered zone.
	Oxide ore	Ore that has been oxidised by exposure to air and circulating groundwaters. During this process, sulphide minerals break down to iron and other metal oxide minerals.
	Palaeozoic	A geological era from 570 to 225 million years ago.
	Paleodrainage, palaeochannel	Fossil drainage system related to pre-existing topography.
	Percussion drilling	Drilling method which utilises a hammering action under rotation to penetrate rock while the cuttings are forced to the surface by compressed air.
	Period	Reporting time division for a mining operation; usually 4 weeks.
	Potassic	Of, pertaining to, or containing potassium.
	Pre-Cambrian	A geological time period incorporating the Archaean (older than 2,400 million years) and Proterozoic (2,400 million years to 570 million years).
	Pre-feasibility study	A relatively comprehensive analysis which is qualified by the availability and accuracy of fundamental criteria and assumptions to the degree that it cannot be the basis for final decisions.
	Primary	In this context the original mineralisation before it has been subject to secondary processes.
	Proterozoic	A geological era from 2,400 million years to 570 million years.
	Pyrite	An iron sulphide mineral.
	Quartz	Mineral species composed of crystalline silica (SiO2).
	Quartzite	A metasedimentary rock derived from sandstone.
	Recovery	The percentage of metal in an ore extracted by the metallurgical process.
	1266\1624

NAVARRE MINERALS LIMITED / Prospectus 83

9. INDEPENDENT GEOLOGIST’S REPORT continued

	INDEPENDENTEXPERT(GEOLOGICAL) REPORT INITIALPUBLICOFFERING Reef A lode or vein. Resource See “Mineral Resource” Reverse circulation (RC) drilling Variant of percussion drilling in which cuttings are raised to surface by a stream of compressed air inside a metal tube. Rock chip sampling Refers to collecting a representative sample comprising numerous small chips of rock. Sedimentary Rocks formed of particles deposited from suspension in water, wind or ice. Sericite A member of the mica mineral group; an aluminium silicate often derived from alteration. Shaft A nearly vertical passage from the surface by which a mine is entered and through which ore is transported. Shear Zone in which rocks have been deformed by lateral movement along parallel planes. Shoot A general term describing lens-like bodies of mineralisation defined by grade/thickness parameters. Silicified Referring to rocks in which a significant proportion of the original constituent minerals have been replaced by silica. Soil anomaly A zone or point determined by geochemical sampling and assaying of the soil to be different from the general surrounds. Strike The direction of bearing of a bed or layer of rock in the horizontal plane. Structural In this report refers to processes of fracturing and folding of rocks. Sulphides Minerals consisting of a chemical combination of sulphur with metals. Tailings Material rejected from a treatment plant after the recoverable valuable minerals have been extracted. Tertiary A geological time period from 70 to two million years ago. Thrust A low angle fault. Vein A tabular form mineral filling of a rock fracture. Vertical A historic mining term used in parts of the Victorian goldfields to describe steeply dipping veins. Volcanic Rocks formed from the solidification of lava extruded on or erupted at the Earth's surface. Also includes pyroclastic rocks. Weathering Near-surface alteration of minerals and rocks by exposure to the atmosphere and groundwater. Workings Refers to pits, shafts and adits mark by prospectors in search of minerals.	INDEPENDENTEXPERT(GEOLOGICAL) REPORT INITIALPUBLICOFFERING Reef A lode or vein. Resource See “Mineral Resource” Reverse circulation (RC) drilling Variant of percussion drilling in which cuttings are raised to surface by a stream of compressed air inside a metal tube. Rock chip sampling Refers to collecting a representative sample comprising numerous small chips of rock. Sedimentary Rocks formed of particles deposited from suspension in water, wind or ice. Sericite A member of the mica mineral group; an aluminium silicate often derived from alteration. Shaft A nearly vertical passage from the surface by which a mine is entered and through which ore is transported. Shear Zone in which rocks have been deformed by lateral movement along parallel planes. Shoot A general term describing lens-like bodies of mineralisation defined by grade/thickness parameters. Silicified Referring to rocks in which a significant proportion of the original constituent minerals have been replaced by silica. Soil anomaly A zone or point determined by geochemical sampling and assaying of the soil to be different from the general surrounds. Strike The direction of bearing of a bed or layer of rock in the horizontal plane. Structural In this report refers to processes of fracturing and folding of rocks. Sulphides Minerals consisting of a chemical combination of sulphur with metals. Tailings Material rejected from a treatment plant after the recoverable valuable minerals have been extracted. Tertiary A geological time period from 70 to two million years ago. Thrust A low angle fault. Vein A tabular form mineral filling of a rock fracture. Vertical A historic mining term used in parts of the Victorian goldfields to describe steeply dipping veins. Volcanic Rocks formed from the solidification of lava extruded on or erupted at the Earth's surface. Also includes pyroclastic rocks. Weathering Near-surface alteration of minerals and rocks by exposure to the atmosphere and groundwater. Workings Refers to pits, shafts and adits mark by prospectors in search of minerals.
	Reef	A lode or vein.
	Resource	See “Mineral Resource”
	Reverse circulation (RC) drilling	Variant of percussion drilling in which cuttings are raised to surface by a stream of compressed air inside a metal tube.
	Rock chip sampling	Refers to collecting a representative sample comprising numerous small chips of rock.
	Sedimentary	Rocks formed of particles deposited from suspension in water, wind or ice.
	Sericite	A member of the mica mineral group; an aluminium silicate often derived from alteration.
	Shaft	A nearly vertical passage from the surface by which a mine is entered and through which ore is transported.
	Shear	Zone in which rocks have been deformed by lateral movement along parallel planes.
	Shoot	A general term describing lens-like bodies of mineralisation defined by grade/thickness parameters.
	Silicified	Referring to rocks in which a significant proportion of the original constituent minerals have been replaced by silica.
	Soil anomaly	A zone or point determined by geochemical sampling and assaying of the soil to be different from the general surrounds.
	Strike	The direction of bearing of a bed or layer of rock in the horizontal plane.
	Structural	In this report refers to processes of fracturing and folding of rocks.
	Sulphides	Minerals consisting of a chemical combination of sulphur with metals.
	Tailings	Material rejected from a treatment plant after the recoverable valuable minerals have been extracted.
	Tertiary	A geological time period from 70 to two million years ago.
	Thrust	A low angle fault.
	Vein	A tabular form mineral filling of a rock fracture.
	Vertical	A historic mining term used in parts of the Victorian goldfields to describe steeply dipping veins.
	Volcanic	Rocks formed from the solidification of lava extruded on or erupted at the Earth's surface. Also includes pyroclastic rocks.
	Weathering	Near-surface alteration of minerals and rocks by exposure to the atmosphere and groundwater.
	Workings	Refers to pits, shafts and adits mark by prospectors in search of minerals.

1266\1624

84 NAVARRE MINERALS LIMITED / Prospectus

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INDEPENDENT EXPERT (GEOLOGICAL) REPORT
INITIAL PUBLIC OFFERING
DOCUMENT INFORMATION
Status Final
Version V2
Print Date December 2010
Author(s) T. Summons
Reviewed By W Frazer
Pathname P:\1266_G Navarre Prospectus Review\WPO\1624\1624 Final Dec
2010.doc
File Name 1624 Final Dec 2010.doc
Job No 1266_G
Distribution PDF emailed to client
DOCUMENT CHANGE CONTROL
Version Description of changes/amendments Author (s) Date
DOCUMENT REVIEW AND SIGN OFF
Version Reviewer Position Signature Date
V2 W Frazer Manager Mining 12/10
1266\1624 45
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NAVARRE MINERALS LIMITED / Prospectus 85

10. INDEPENDENT REPORT ON EXPLORATION TENEMENTS

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The Directors & Due Diligence Committee Navarre Minerals Ltd Level 4, 448 St Kilda Road Melbourne VIC 3004

Dear Sirs,

Solicitor’s Report – Mineral Tenements

This Report has been prepared at your request for inclusion in the Prospectus of which this Report forms part to be issued by Navarre Minerals Ltd ACN 125 140 105 (“Navarre”) for an initial offer to the public by Navarre of 25 million fully-paid ordinary shares of $0.20 each to raise up to $5million capital.

The report is required to examine and comment on the location, standing, any material qualification and registered ownership of eight (8) tenements beneficially or absolutely held by Navarre. It has been prepared in accordance with the following:

• the Code and Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (The VALMIN Code);

• • the attendant Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code); and

• • the conditions placed on Expert Reports by the Corporations Act 2001 (Cth) and in particular ASIC Regulatory Guides 111 and 112.

1 Aim

The aim of this Report is to collate, summarise and interpret available information to ascertain the location, standing, registered ownership and any material qualification regarding the mineral tenements listed in the Schedule of Material Mineral Tenements (“Schedule 1”) attached.

2 Scope

• The scope of the Report has been restricted to compliance with the following legislation: • Mineral Resources (Sustainable Development) Act 1990 (Vic) • Mineral Resources Development Regulations 2002 (Vic) • Land Titles Validation Act 1994 (Vic) • Archaeological and Aboriginal Relics Preservation Act 1972 (Vic) • Aboriginal Heritage Act 2006 (Vic) • Aboriginal Heritage Regulations 2007 (Vic) • Native Title Act 1993 (Cth)

• Traditional Owner Settlement Bill 2010 (Vic) 3 Qualifications, Experience and Independence TAS Legal and the individuals responsible for the preparation of this Report are sufficiently qualified to prepare such a Report in respect of the Material Mineral Tenements.

Mining and Exploration Lawyers TAS Legal Pty Ltd 1748 Gisborne-Melton Road, Kurunjang VIC 3337 ABN 97 152 618 441 Telephone: (03) 9746 7500 Facsimile: (03) 9746 7799 Email: tas@taslegal.com.au Page 1 of 11

86 NAVARRE MINERALS LIMITED / Prospectus

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Jay Evans-Wheeler BSc(Hons) DipCM MBus LLB – Lawyer & Senior Consultant

The primary reviewer is a qualified Geologist, Accountant, Chartered Secretary and an Australian Legal Practitioner within the meaning of the Legal Profession Act 2004 (Vic) who has worked extensively in mining tenement administration for over 25 years. She is responsible for managing tenements throughout Australia, Asia, Africa and the Pacific. She is an Expert and Specialist for the purposes of Definition D10 of the VALMIN Code, and is a Fellow and Chartered Professional of the Australasian Institute of Mining and Metallurgy, a member of the Mining Industry Consultants Association, the Institute of Chartered Practising Accountants, the Institute of Chartered Secretaries and the Law Institute of Victoria. She is at all times subject to the various Codes of Ethics of each of these institutions and professional bodies.

Kassandre Murby LLB LLM – Principal Lawyer

An Australian Legal Practitioner within the meaning of the Legal Profession Act 2004 (Vic), she has experience in inter alia contract, property, ethics and commercial litigation as well as being a member of the Law Institute of Victoria and subject to their Code of Ethics.

TAS Legal will be paid normal and usual professional fees for the preparation of this Report. Other than in respect of its professional fees, neither TAS Legal Pty Ltd nor its directors have any material or contingent interest in Navarre or its subsidiaries.

4 The Tenement Schedule

We refer to Schedule 1 attached which forms part of this Report. As a result of, and based upon, the information derived we confirm that the information and particulars included in the Schedule are an accurate statement of the mineral tenements therein.

5 Sources of Information

Information in respect of the mineral tenements has been derived from extracts of registers obtained from the relevant government statutory bodies:

• the Department of Primary Industries (“DPI”) Earth Resources Division (Victoria)

• the National Native Title Tribunal (“NNTT”) Register of Native Title; and

• the Department of Planning and Community Development (“DPCD”) Aboriginal Heritage Register.

All material requested has been supplied, and the authors have no reason to be dissatisfied unless expressly stated.

6 Assumptions

This Report is prepared on the following assumptions:

1. that the list of mineral tenements described in the commission is true and correct in terms of their materiality to the Report, and that there are no other mineral tenements which affect the Report;

2. that there are no charges, liens or encumbrances affecting the mineral tenements extant but not yet registered as at 12 October 2010;

Mining and Exploration Lawyers 1748 Gisborne-Melton Road, Kurunjang VIC 3337 Telephone: (03) 9746 7500 Facsimile: (03) 9746 7799 Email: tas@taslegal.com.au

TAS Legal Pty Ltd ABN 97 152 618 441

Page 2 of 11

NAVARRE MINERALS LIMITED / Prospectus 87

10. INDEPENDENT REPORT ON EXPLORATION TENEMENTS continued

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1. that information provided by the DPI, the NNTT, and the DPCD is accurate, complete and current.

We have not relied upon any information provided by other third parties.

• 7 Background to legislation

Minerals and permits generally

The Mineral Resources (Sustainable Development) Act 1989 (“MRSDA”) is the principal legislation regulating mining, exploration, extraction and processing of minerals within Victoria. Ownership of minerals located on or below the surface of the land, excepting certain limited circumstances (relating to limited categories of historic land parcels), is vested in the Crown. As owner of the minerals, the Crown is entitled to confer rights on lessees or licensees to explore for and mine one or more minerals, collectively referred to as “mineral tenements”. In Victoria, Exploration Licences may be granted for defined minerals (“ELs”). All of Navarre’s mineral tenements are ELs.

A licence document will specify the minerals for which the permit is issued, and:

• allows the holder to determine or cause to be determined the existence, quality and quantity of minerals within the boundaries of the permit by methods which include prospecting, sampling, geophysical surveys, drilling, and testing of materials to determine mineralisation;

• continues in force pending the determination of one or more applications for a mining licence (to allow for production) by the holder within the boundaries of the permit,

• • may be granted for a period of up to five years; and • may be renewed.

Unless the Minister otherwise approves, the area of an EL must be reduced by 25% by the end of the first two year term, and by a further 35% at the end of the fourth year of the initial term. A holder must nominate the area to be reduced, or may apply to have the requirement waived, and must justify the waiver in terms of the quantum of work carried out and monies expended on the EL. Voluntary reduction is permitted in addition to the statutory requirement.

The initial term of an EL must not exceed five years, commencing on the date specified in the permit, and a renewal of term must be applied for prior to the expiry of the current term. Further renewals may be granted for an additional term of five years, following which renewal will be at the discretion of the Minister.

Access rights to land During the term of an EL, the holder may, with or by vehicles, vessels, machinery or equipment as necessary enter onto any part of land comprised in the EL, provided the land is not

• a restricted reserve (for example, a National Park), or

• private land where regulatory access procedures have not been complied with

• for the purposes of exploration.

Mining and Exploration Lawyers TAS Legal Pty Ltd 1748 Gisborne-Melton Road, Kurunjang VIC 3337 ABN 97 152 618 441 Telephone: (03) 9746 7500 Facsimile: (03) 9746 7799 Email: tas@taslegal.com.au Page 3 of 11

88 NAVARRE MINERALS LIMITED / Prospectus

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Conditions of an EL

Conditions are imposed on the granted permits, and generally include conditions relating to the environment, payment of rents, fees and charges, minimum expenditure and exclusions. Specific conditions may be imposed in relation to (inter alia) drilling and bulk sampling, in accordance with the programmes proposed.

Where permit conditions are not complied with, the holder may be subject to disciplinary action or the mining tenement may not be renewed at the expiry of its current term.

Each EL is subject to conditions, inter alia, that the holder:

• carry out such programs of work and such studies for the purposes for which the EL was granted and in accordance with the MRSDA;.

• pay rental as prescribed;.

• deposit any security for environmental rehabilitation as required by the Minister from time to time;.

• must, when and in the form required, give to the Minister annual progress, relinquishment and final technical and expenditure reports, accompanied by documents and materials as prescribed detailing the EL holder's activities;.

• carry out environmental restoration for damage caused on the EL (such as repairing and capping drill hole to acceptable norms);.

• not obstruct or interfere with any right of access by any authorised persons in respect of the land;.

• prior to termination of the EL, remove all equipment and plant on or in the land comprised in the EL unless otherwise authorised;.

• not assign the EL without the consent in writing of the Minister;.

• comply with the MRSDA and any other relevant legislation and regulations; and

• comply with such other conditions as may be imposed.

The holder of a licence must notify either the chief executive of any affected municipalities or the relevant land manager in the case of Crown Land of any proposed work program, including the operations proposed, the duration and any further information the municipality may require. In all cases, special requirements apply to fire, noxious weed and noise precautions, and public liability insurance must be carried.

Native Title Protection Conditions are imposed requiring cultural heritage surveys to be conducted, and areas of cultural significance to be identified and isolated. In some cases, pursuant to relevant agreements, monitoring of exploration activities may be required by relevant aboriginal groups.

8 Licences and Documents

We note that licence documents (in the relevant approved form) have been issued for all granted tenements, and that all such documents are in the possession of the registered holder, their authorised agent or the relevant Department.

Mining and Exploration Lawyers 1748 Gisborne-Melton Road, Kurunjang VIC 3337 Telephone: (03) 9746 7500 Facsimile: (03) 9746 7799 Email: tas@taslegal.com.au

TAS Legal Pty Ltd ABN 97 152 618 441 Page 4 of 11

NAVARRE MINERALS LIMITED / Prospectus 89

10. INDEPENDENT REPORT ON EXPLORATION TENEMENTS continued

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9 Encumbrances and Interests

Other than those material encumbrances listed in Schedule1, the mineral tenements have, from the information available, no other charges, liens or encumbrances extant.

However, as registration under the MRSDA of documents evidencing interests of third parties is not compulsory in Victoria, reference should be made to any disclosures in the Prospectus of which this Report forms part.

Sale Agreement

We note that all of the granted tenements are currently held in the name of Leviathan Resources Ltd ACN 054 584 397 (“Leviathan”), and that a Tenement Sale Agreement dated 25 June 2008 between Leviathan and Navarre has been registered against these tenements.

Any application to transfer or assign an exploration permit must be accompanied by the particulars of the technical qualifications and financial resources of the transferee.

We have not been requested to comment on any possible or likely restriction on transfer of the tenements to Navarre at this time.

Compensation Agreements – Private Land

A tenement holder and the owner or occupier of freehold land may enter into a written agreement as to the amount of compensation payable. Pursuant to s.85 of the MRSDA, compensation is payable by a tenement holder for any loss or damage that has been or will be sustained as a direct, natural and reasonable consequence of the approval of a work plan or the doing of work under a licence. Any such agreement must be lodged with the mining registrar for registration.

EL4590 is affected by a compensation agreement that provides for the landholder to be paid amounts which are consistent with reasonable industry practice.

EL4897 is affected by multiple (35 registered) compensation agreements which, from the sample of agreements inspected, provide for compensation to be paid to each of the landholders independently, at rates in accordance with reasonable industry practice. The agreements inspected, which we were advised by Navarre are similar in nature to all of the agreements), conform to the standard compensation agreement approved by the Minerals Council of Australia (Vic) and the Victorian Farmers Federation.

The amounts payable under the compensation agreements are inclusive of GST and are not indexed

We note that the individual agreements do not bind future tenement holders unless there has been valid assignment in accordance with the MRSDA and the terms of the individual agreement.

Mining and Exploration Lawyers 1748 Gisborne-Melton Road, Kurunjang VIC 3337 Telephone: (03) 9746 7500 Facsimile: (03) 9746 7799 Email: tas@taslegal.com.au

TAS Legal Pty Ltd ABN 97 152 618 441

Page 5 of 11

90 NAVARRE MINERALS LIMITED / Prospectus

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10 Bonds and Rehabilitation

There is no evidence that any additional bond issues remain outstanding. We note that no guarantee can be given that further bonds will not be sought for additional works, or that any holder (whilst solvent) will not be called upon for additional environmental works.

11 Government and Other Royalties

As all the mineral tenements are exploration title only, no royalties are payable to any statutory authority. However, as registration under the MRSDA of documents evidencing interests of third parties is not compulsory in Victoria, reference should be made to any disclosures in the Prospectus of which this Report forms part.

12 Local Government Rates

As all tenements are exploration title only, no rates are payable to relevant local authorities.

13 Pending Court Action

There is no evidence that any of the mineral tenements are subject to any pending court actions.

14 Annual Mineral Exploration Reports

Extracts of Register and communications from each of the relevant Departments indicates that no reporting is currently outstanding.

15 Survey

None of the mineral tenements has been surveyed.

16 Native Title

The common law of Australia recognises a form of native title, which, in circumstances where it has not been extinguished, reflects the entitlement of the indigenous inhabitants, in accordance with their laws or customs, to their traditional lands. Native title may be extinguished by the valid exercise of government power provided there is a clear and plain intention to do so.

The Native Title Act 1993 (Cth)(“Native Title Act”), as amended, inter alia:

• provides that native title is recognised and protected in accordance with the Native Title Act, and prevents extinguishment of native title contrary to the Act;

• provides a procedural framework for indigenous people to claim native title rights in relation to land and water, and then for the courts to determine who the rightful claimants are and which of their native title rights exist;

• validates (in tandem with complementary state and territory legislation) past acts by the Commonwealth and State governments which, because of the existence of native title, would otherwise have been invalid;

Mining and Exploration Lawyers 1748 Gisborne-Melton Road, Kurunjang VIC 3337 Telephone: (03) 9746 7500 Facsimile: (03) 9746 7799 Email: tas@taslegal.com.au

TAS Legal Pty Ltd ABN 97 152 618 441

Page 6 of 11

NAVARRE MINERALS LIMITED / Prospectus 91

10. INDEPENDENT REPORT ON EXPLORATION TENEMENTS continued

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• provides a framework within which Commonwealth and State governments can undertake future actions that may impact on native title; and

• provides a mechanism by which holders of native title can claim, and have determined, compensation for acts done that in some way impact on their native title rights.

Various state and territory legislations complement the operation of the Native Title Act, for example, confirming existing rights to natural resources and access to waterways and public places, and in various other respects. However, state and territory legislation inconsistent with the provisions of the Native Title Act, and relevant provisions of the Racial Discrimination Act 1975 (Cth), has been held to be invalid where the relevant state or territory purports to extinguish native title or discriminates in certain relevant respects.

The Native Title Act sets out the procedures which must be followed when lodging an application for a determination of native title. These procedures require the Federal Court to refer a native title claim to the Native Title Registrar who must apply the “registration test” set out in the Native Title Act. If the Native Title Registrar considers that a claim satisfies the registration test in accordance with the relevant statutory criteria, the claim is entered on the register of Native Title claims maintained by the Tribunal. Upon registration, various procedural rights are granted, and notification to the public and various specified persons is required. A native title claimant must prove its claim in the Federal Court, in order to have the native title recognised, where the claim is contested (although native title can be recognised by agreement between the relevant parties, subject to the Federal Court determining the orders sought are within its power).

When native title is determined, the native title holders may make a further application to the Federal Court for a determination of what, if any, compensation may be payable for actions that have impacted on their native title rights in the past.

Given the potential complexity and length of any contested proceedings in the Federal Court, mediation (and sometimes, further mediation) by way of a conference is usually ordered by the court except in certain circumstances.

Pursuant to the Native Title Act, the validity of the grant of a mining title is determined in accordance with the date of grant of the mining title.

All of the mineral tenements were granted after 23 December 1996 and as such will continue to be valid where compliance with the “future act” procedures under the Native Title Act continues. Importantly, the future act regime found within the Native Title Act does not as such give the holders of native title any right to veto the doing of a future act; instead, the relevant future act provisions establish ways in which future dealings affecting native title may proceed, and the standards set for such dealings (in addition to any relevant questions of compensation).

It should be appreciated that despite the operation of the regime under the Native Title Act as noted above, it is still open to a party to commence an action outside of the provisions of the Native Title Act, under the common law, in courts other than the Federal Court (or the High Court, which also has jurisdiction under the Native Title Act). It appears that such actions will only serve to declare rights as between the relevant parties to the action.

Mining and Exploration Lawyers TAS Legal Pty Ltd 1748 Gisborne-Melton Road, Kurunjang VIC 3337 ABN 97 152 618 441 Telephone: (03) 9746 7500 Facsimile: (03) 9746 7799 Email: tas@taslegal.com.au

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92 NAVARRE MINERALS LIMITED / Prospectus

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We note that provision has been made under the Native Title Act for an equivalent state/territory body to determine native title claims where so recognised.

Right to negotiate

The valid grant of a mining title can be achieved if the procedures of the Native Title Act and applicable State procedures are followed. The primary procedures are collectively known as the "right to negotiate" procedures.

Upon registration of a native title claim, the claimant is entitled the "right to negotiate" with respect to certain "acts" that may affect native title. Where right to negotiate procedures apply and are not complied with, the relevant "future act" will be unlawful to the extent that it affects native title. The grant of a mining title is an "act" that may affect native title and is likely to attract the right to negotiate procedures unless the mining title is wholly over land where a claim has not been lodged or land over which native title has been extinguished. Overall, there is a duty to negotiate in good faith.

Notwithstanding the above, the “expedited procedures” of the Native Title Act, where applicable, exclude the right to negotiate. Certain exceptions to the “right to negotiate” provisions are “approved exploration acts”, “approved gold or tin mining acts”, or the renewal, re-grant or re-making of certain valid acts which create a right to mine, and for certain acts creating a right to mine opals or gems in an approved area. Satisfaction of the procedures in relation to the expedited procedure requires advertisement of any mining tenement application, following which time is permitted during which any claimant may object to the grant of the tenement.

An objection may result either in the conclusion of a deed between the applicant and the claimant party which will generally require (inter alia) compensation payments and terms relating to indigenous employment. Where no objection is lodged the holder of the mining tenement need only satisfy any Native Title Protection Conditions which are generally incorporated as conditions to the granting of the mining tenements in any case.

Traditional Owner Settlement Bill 2010 (Vic)

We note that the Traditional Owner Settlement Bill 2010 (Vic) (“TOSB”) was passed by the Legislative Assembly on 12 August 2010 and has been tabled for a third reading speech. Consideration of its provisions should be taken into account.

The Bill authorises individual agreements between the State and an individual traditional owner groups, providing for (inter alia) granting of vacant Crown land not currently subject to a reservation to a traditional owner corporation as freehold ‘Aboriginal title’, with or without conditions.

Such land must be jointly managed with the Crown and will be subject to restrictions that ensure it will be used for joint management, and subject to a traditional owner land management agreement ( “ TOLMA ” ). Few categories of public land will be excluded from the potential for grant of Aboriginal title.

Mining and Exploration Lawyers 1748 Gisborne-Melton Road, Kurunjang VIC 3337 Telephone: (03) 9746 7500 Facsimile: (03) 9746 7799 Email: tas@taslegal.com.au

TAS Legal Pty Ltd ABN 97 152 618 441

Page 8 of 11

NAVARRE MINERALS LIMITED / Prospectus 93

10. INDEPENDENT REPORT ON EXPLORATION TENEMENTS continued

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The land use activity regime imposed will act as an alternative future acts regime and reduce the current thirteen categories in the future act provisions of the Native Title Act to four. The Bill provides for the division of general category of ‘land use activities’ into ‘limited land use activities’ and ‘significant land use activities’. Only a significant land use activity will be classified as a negotiation or agreement category matter.

Aboriginal cultural heritage under the Aboriginal Heritage Act 2006 (Vic) will be excluded from the negotiation process although the option to resolve cultural heritage matters by reaching a separate agreement between tenement holders and relevant traditional owners remains.

Significantly, Ministerial override provisions of the Native Title Act (where a Minister may make a decision before, or despite, a decision of the Victorian Civil and Administrative Tribunal as the independent umpire) have been copied in the TOSB.

Natural resource agreements will provide for the exercise of non-commercial, non-exclusive statutory rights for members of a traditional owner group with a Recognition and Settlement Agreement with an agreed protocol for verification of traditional owner group membership.

The Bill will permit the Governor in Council to make a number of natural resource ‘authorisations’, but no right to use natural resources independently of an authorisation.

Native Title and the mineral tenements

The results of searches provided to us by the Native Title Tribunal show that native title claims cover the external boundaries of all of the material mining tenements. The claims affecting the mineral tenements are listed in Schedule 1.

We have not undertaken any independent inquiries in order to conclusively confirm the validity of grant of these tenements; however, grant of itself indicates that relevant native title procedures were followed.

EL 4590 is subject to deeds with the Wotjobaluk and Gournditch-Mara Native Title Claim Groups respectively under which compensation is payable. It is important to note that payments to the Gournditch-Mara in accordance with this deed are exclusive of GST and are indexed.

Aboriginal Heritage

All Aboriginal cultural heritage sites are protected in Victoria under the Archaeological and Aboriginal Relics Preservation Act 1972 (Vic) and Aboriginal Heritage Act 2006 (Vic).

Holders of mineral tenements must comply with the requirements of the Victorian Aboriginal cultural heritage legislation.

This duty applies regardless of whether or not an aboriginal heritage site is recorded on the official register and applies regardless of whether native title exists, is claimed, or has been extinguished over land. Any discovery of formerly unknown relics must be reported as soon as practicable to the AAV.

Mining and Exploration Lawyers TAS Legal Pty Ltd 1748 Gisborne-Melton Road, Kurunjang VIC 3337 ABN 97 152 618 441 Telephone: (03) 9746 7500 Facsimile: (03) 9746 7799 Email: tas@taslegal.com.au

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94 NAVARRE MINERALS LIMITED / Prospectus

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Holders have a duty of care imposed in carrying out any of their activities to take all reasonable and practicable measures to ensure that the activity does not harm Aboriginal cultural heritage. No work must be carried out within 100m laterally or vertically of any registered Aboriginal Heritage site unless the consent of the Executive Director, Aboriginal Affairs Victoria (“AAV”) has first been obtained.

Notably, for any work within 500m laterally or vertically, not less than eight (8) weeks notice must be given to the AAV and, where require, a suitably qualified archaeologist must be engaged to carry out further studies as directed.

Aboriginal Heritage and the mineral tenements

Research has been performed in relation to the tenements and the results indicate that all tenements are affected by areas of Aboriginal cultural sensitivity.

However, as such information is privileged and is only available where precise delineation of areas of interest is made, we recommend that further research in this respect should be carried out as more detailed exploration programs, including specified geographic areas of interest, are identified.

For areas of cultural heritage sensitivity that have not previously been subject to significant ground disturbance, a cultural heritage management plan is required to be compiled in accordance with the Aboriginal Heritage Regulations 2007 (Vic). The regulations apply in specific to greenstone outcrops.

We note however, that the absence of any objects or sites of cultural heritage on the Register does not preclude the possible existence of unregistered objects or sites within the boundaries of the material mineral tenements, but that searching the official database is a relevant consideration in determining whether a corporation or individual has complied with the cultural heritage duty of care.

17 Assessment of Standing

We have assessed the standing of each of the granted tenements, except those which were unable to be assessed for reasons stated, as being good, fair, poor or very poor.

In assessing standing we have had consideration for the reported expenditure on each tenement, the rental and bond situation and other matters considered material.

We have concluded on the basis of the evidence obtained that:

• ELs 4897, 5164 and 5280 are in good standing;

• EL 4986 is considered to be in poor standing; and

• all other ELs have been deemed to be in fair standing.

We note that where the deficient expenditure on each tenement is met or exceeded in additional to current expenditure requirements during the current term of the tenement, then the standing of such tenements may be upgraded to good.

Mining and Exploration Lawyers 1748 Gisborne-Melton Road, Kurunjang VIC 3337 Telephone: (03) 9746 7500 Facsimile: (03) 9746 7799 Email: tas@taslegal.com.au

TAS Legal Pty Ltd ABN 97 152 618 441

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NAVARRE MINERALS LIMITED / Prospectus 95

10. INDEPENDENT REPORT ON

EXPLORATION TENEMENTS continued

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18 Consent to release and publication TAS Legal has given its consent, and has not before the release of this Report withdrawn such consent, to the release and publication of this Report in the form and context in which it appears only.

Yours faithfully, TAS Legal Pty Ltd

03 November 2010

Mining and Exploration Lawyers TAS Legal Pty Ltd 1748 Gisborne-Melton Road, Kurunjang VIC 3337 ABN 97 152 618 441 Telephone: (03) 9746 7500 Facsimile: (03) 9746 7799 Email: tas@taslegal.com.au Page 11 of 11

96 NAVARRE MINERALS LIMITED / Prospectus

SCHEDULE 1: SCHEDULE OF MATERIAL MINERAL TENEMENTS	Page 1 of 1 Tenement type, reference name and/or number and area Tenement reference name Area (sub-blocks) Ownership, including details of co-venturers and their interests Impediments to title Status; application or approval is pending Grant Date Expiry and Renewal Date Tenement commitment to date Tenement expenditure reported to date Current Scheduled commitment Annual rent Relevant Native Title Claimants Conditions, endorsements and notes EL 4590 Black Range 576 Leviathan Resources Ltd 100% None known Granted and current 14/02/2007 13/02/2012 492,000 298,940 130,200 NIL Wotjobaluk & Gournditch Mara People C1, R1, SC, SC1, NT3, NT4 EL 4647 Wartook 47 Leviathan Resources Ltd 100% None known Granted and current 13/06/2002 12/06/2011 306,300 160,754 39,000 NIL Extinguished land (Barenji Gadjin People) C2, R1, SC, SC1, NT2 EL 4897 Tandarra 144 Leviathan Resources Ltd 100% None known Granted and current 15/12/2005 14/12/2010 907,800 1,841,893 58,200 NIL Extinguished land (Dja Dja Warrung Clans) C2, R1, SC, SC1, NT2 EL 4973 Natimuk 63 Leviathan Resources Ltd 100% None known Granted and current 09/08/2006 08/08/2011 82,800 52,096 27,600 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4986 Mitre 98 Leviathan Resources Ltd 100% None known Granted and current 17/10/2006 16/10/2011 191,400 50,351 64,200 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4996 Ballarat South 110 Leviathan Resources Ltd 100% None known Granted and current 18/01/2008 17/01/2013 153,000 102,081 37,000 NIL Extinguished land (Wathaurung People) C2, R1, SC, SC1, NT2 EL 5164 Application 363 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Gunditj Mirring Traditional Owners C2, NT1 EL 5280 Application 260 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Martang Pty Ltd; Barenji Gadjin People C2, NT1 C1: limited to search for gold, silver, platinum, copper, lead and zinc only. C2: limited to search for gold, silver and platinum only. C3: limited to search for gold, silver, platinum, mineral sands, copper, lead and zinc only R1: Renewal of tenement for further period indicates expenditure shortfall is acceptable to Department. NT1: Expedited procedures grant NT2: Granted for land over which previous exclusive possession acts have been granted pursuant to section.23B of Native Title Act ("extinguished land"), all validly dedicated roads and road reserves. NT3: Project Consent Deed – Wotjobaluk Native Title Claim Group NT4: Project Consent Deed – Gournditch-Mara Native Title Claim Group SC - Standard conditions, including bond of $10,000 for environmental rehabilitation SC1: Special conditions in relation to geophysical surveys, drilling, trenching and bulk sampling	Page 1 of 1 Tenement type, reference name and/or number and area Tenement reference name Area (sub-blocks) Ownership, including details of co-venturers and their interests Impediments to title Status; application or approval is pending Grant Date Expiry and Renewal Date Tenement commitment to date Tenement expenditure reported to date Current Scheduled commitment Annual rent Relevant Native Title Claimants Conditions, endorsements and notes EL 4590 Black Range 576 Leviathan Resources Ltd 100% None known Granted and current 14/02/2007 13/02/2012 492,000 298,940 130,200 NIL Wotjobaluk & Gournditch Mara People C1, R1, SC, SC1, NT3, NT4 EL 4647 Wartook 47 Leviathan Resources Ltd 100% None known Granted and current 13/06/2002 12/06/2011 306,300 160,754 39,000 NIL Extinguished land (Barenji Gadjin People) C2, R1, SC, SC1, NT2 EL 4897 Tandarra 144 Leviathan Resources Ltd 100% None known Granted and current 15/12/2005 14/12/2010 907,800 1,841,893 58,200 NIL Extinguished land (Dja Dja Warrung Clans) C2, R1, SC, SC1, NT2 EL 4973 Natimuk 63 Leviathan Resources Ltd 100% None known Granted and current 09/08/2006 08/08/2011 82,800 52,096 27,600 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4986 Mitre 98 Leviathan Resources Ltd 100% None known Granted and current 17/10/2006 16/10/2011 191,400 50,351 64,200 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4996 Ballarat South 110 Leviathan Resources Ltd 100% None known Granted and current 18/01/2008 17/01/2013 153,000 102,081 37,000 NIL Extinguished land (Wathaurung People) C2, R1, SC, SC1, NT2 EL 5164 Application 363 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Gunditj Mirring Traditional Owners C2, NT1 EL 5280 Application 260 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Martang Pty Ltd; Barenji Gadjin People C2, NT1 C1: limited to search for gold, silver, platinum, copper, lead and zinc only. C2: limited to search for gold, silver and platinum only. C3: limited to search for gold, silver, platinum, mineral sands, copper, lead and zinc only R1: Renewal of tenement for further period indicates expenditure shortfall is acceptable to Department. NT1: Expedited procedures grant NT2: Granted for land over which previous exclusive possession acts have been granted pursuant to section.23B of Native Title Act ("extinguished land"), all validly dedicated roads and road reserves. NT3: Project Consent Deed – Wotjobaluk Native Title Claim Group NT4: Project Consent Deed – Gournditch-Mara Native Title Claim Group SC - Standard conditions, including bond of $10,000 for environmental rehabilitation SC1: Special conditions in relation to geophysical surveys, drilling, trenching and bulk sampling	Page 1 of 1 Tenement type, reference name and/or number and area Tenement reference name Area (sub-blocks) Ownership, including details of co-venturers and their interests Impediments to title Status; application or approval is pending Grant Date Expiry and Renewal Date Tenement commitment to date Tenement expenditure reported to date Current Scheduled commitment Annual rent Relevant Native Title Claimants Conditions, endorsements and notes EL 4590 Black Range 576 Leviathan Resources Ltd 100% None known Granted and current 14/02/2007 13/02/2012 492,000 298,940 130,200 NIL Wotjobaluk & Gournditch Mara People C1, R1, SC, SC1, NT3, NT4 EL 4647 Wartook 47 Leviathan Resources Ltd 100% None known Granted and current 13/06/2002 12/06/2011 306,300 160,754 39,000 NIL Extinguished land (Barenji Gadjin People) C2, R1, SC, SC1, NT2 EL 4897 Tandarra 144 Leviathan Resources Ltd 100% None known Granted and current 15/12/2005 14/12/2010 907,800 1,841,893 58,200 NIL Extinguished land (Dja Dja Warrung Clans) C2, R1, SC, SC1, NT2 EL 4973 Natimuk 63 Leviathan Resources Ltd 100% None known Granted and current 09/08/2006 08/08/2011 82,800 52,096 27,600 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4986 Mitre 98 Leviathan Resources Ltd 100% None known Granted and current 17/10/2006 16/10/2011 191,400 50,351 64,200 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4996 Ballarat South 110 Leviathan Resources Ltd 100% None known Granted and current 18/01/2008 17/01/2013 153,000 102,081 37,000 NIL Extinguished land (Wathaurung People) C2, R1, SC, SC1, NT2 EL 5164 Application 363 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Gunditj Mirring Traditional Owners C2, NT1 EL 5280 Application 260 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Martang Pty Ltd; Barenji Gadjin People C2, NT1 C1: limited to search for gold, silver, platinum, copper, lead and zinc only. C2: limited to search for gold, silver and platinum only. C3: limited to search for gold, silver, platinum, mineral sands, copper, lead and zinc only R1: Renewal of tenement for further period indicates expenditure shortfall is acceptable to Department. NT1: Expedited procedures grant NT2: Granted for land over which previous exclusive possession acts have been granted pursuant to section.23B of Native Title Act ("extinguished land"), all validly dedicated roads and road reserves. NT3: Project Consent Deed – Wotjobaluk Native Title Claim Group NT4: Project Consent Deed – Gournditch-Mara Native Title Claim Group SC - Standard conditions, including bond of $10,000 for environmental rehabilitation SC1: Special conditions in relation to geophysical surveys, drilling, trenching and bulk sampling	Page 1 of 1 Tenement type, reference name and/or number and area Tenement reference name Area (sub-blocks) Ownership, including details of co-venturers and their interests Impediments to title Status; application or approval is pending Grant Date Expiry and Renewal Date Tenement commitment to date Tenement expenditure reported to date Current Scheduled commitment Annual rent Relevant Native Title Claimants Conditions, endorsements and notes EL 4590 Black Range 576 Leviathan Resources Ltd 100% None known Granted and current 14/02/2007 13/02/2012 492,000 298,940 130,200 NIL Wotjobaluk & Gournditch Mara People C1, R1, SC, SC1, NT3, NT4 EL 4647 Wartook 47 Leviathan Resources Ltd 100% None known Granted and current 13/06/2002 12/06/2011 306,300 160,754 39,000 NIL Extinguished land (Barenji Gadjin People) C2, R1, SC, SC1, NT2 EL 4897 Tandarra 144 Leviathan Resources Ltd 100% None known Granted and current 15/12/2005 14/12/2010 907,800 1,841,893 58,200 NIL Extinguished land (Dja Dja Warrung Clans) C2, R1, SC, SC1, NT2 EL 4973 Natimuk 63 Leviathan Resources Ltd 100% None known Granted and current 09/08/2006 08/08/2011 82,800 52,096 27,600 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4986 Mitre 98 Leviathan Resources Ltd 100% None known Granted and current 17/10/2006 16/10/2011 191,400 50,351 64,200 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4996 Ballarat South 110 Leviathan Resources Ltd 100% None known Granted and current 18/01/2008 17/01/2013 153,000 102,081 37,000 NIL Extinguished land (Wathaurung People) C2, R1, SC, SC1, NT2 EL 5164 Application 363 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Gunditj Mirring Traditional Owners C2, NT1 EL 5280 Application 260 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Martang Pty Ltd; Barenji Gadjin People C2, NT1 C1: limited to search for gold, silver, platinum, copper, lead and zinc only. C2: limited to search for gold, silver and platinum only. C3: limited to search for gold, silver, platinum, mineral sands, copper, lead and zinc only R1: Renewal of tenement for further period indicates expenditure shortfall is acceptable to Department. NT1: Expedited procedures grant NT2: Granted for land over which previous exclusive possession acts have been granted pursuant to section.23B of Native Title Act ("extinguished land"), all validly dedicated roads and road reserves. NT3: Project Consent Deed – Wotjobaluk Native Title Claim Group NT4: Project Consent Deed – Gournditch-Mara Native Title Claim Group SC - Standard conditions, including bond of $10,000 for environmental rehabilitation SC1: Special conditions in relation to geophysical surveys, drilling, trenching and bulk sampling	Page 1 of 1 Tenement type, reference name and/or number and area Tenement reference name Area (sub-blocks) Ownership, including details of co-venturers and their interests Impediments to title Status; application or approval is pending Grant Date Expiry and Renewal Date Tenement commitment to date Tenement expenditure reported to date Current Scheduled commitment Annual rent Relevant Native Title Claimants Conditions, endorsements and notes EL 4590 Black Range 576 Leviathan Resources Ltd 100% None known Granted and current 14/02/2007 13/02/2012 492,000 298,940 130,200 NIL Wotjobaluk & Gournditch Mara People C1, R1, SC, SC1, NT3, NT4 EL 4647 Wartook 47 Leviathan Resources Ltd 100% None known Granted and current 13/06/2002 12/06/2011 306,300 160,754 39,000 NIL Extinguished land (Barenji Gadjin People) C2, R1, SC, SC1, NT2 EL 4897 Tandarra 144 Leviathan Resources Ltd 100% None known Granted and current 15/12/2005 14/12/2010 907,800 1,841,893 58,200 NIL Extinguished land (Dja Dja Warrung Clans) C2, R1, SC, SC1, NT2 EL 4973 Natimuk 63 Leviathan Resources Ltd 100% None known Granted and current 09/08/2006 08/08/2011 82,800 52,096 27,600 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4986 Mitre 98 Leviathan Resources Ltd 100% None known Granted and current 17/10/2006 16/10/2011 191,400 50,351 64,200 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4996 Ballarat South 110 Leviathan Resources Ltd 100% None known Granted and current 18/01/2008 17/01/2013 153,000 102,081 37,000 NIL Extinguished land (Wathaurung People) C2, R1, SC, SC1, NT2 EL 5164 Application 363 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Gunditj Mirring Traditional Owners C2, NT1 EL 5280 Application 260 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Martang Pty Ltd; Barenji Gadjin People C2, NT1 C1: limited to search for gold, silver, platinum, copper, lead and zinc only. C2: limited to search for gold, silver and platinum only. C3: limited to search for gold, silver, platinum, mineral sands, copper, lead and zinc only R1: Renewal of tenement for further period indicates expenditure shortfall is acceptable to Department. NT1: Expedited procedures grant NT2: Granted for land over which previous exclusive possession acts have been granted pursuant to section.23B of Native Title Act ("extinguished land"), all validly dedicated roads and road reserves. NT3: Project Consent Deed – Wotjobaluk Native Title Claim Group NT4: Project Consent Deed – Gournditch-Mara Native Title Claim Group SC - Standard conditions, including bond of $10,000 for environmental rehabilitation SC1: Special conditions in relation to geophysical surveys, drilling, trenching and bulk sampling	Page 1 of 1 Tenement type, reference name and/or number and area Tenement reference name Area (sub-blocks) Ownership, including details of co-venturers and their interests Impediments to title Status; application or approval is pending Grant Date Expiry and Renewal Date Tenement commitment to date Tenement expenditure reported to date Current Scheduled commitment Annual rent Relevant Native Title Claimants Conditions, endorsements and notes EL 4590 Black Range 576 Leviathan Resources Ltd 100% None known Granted and current 14/02/2007 13/02/2012 492,000 298,940 130,200 NIL Wotjobaluk & Gournditch Mara People C1, R1, SC, SC1, NT3, NT4 EL 4647 Wartook 47 Leviathan Resources Ltd 100% None known Granted and current 13/06/2002 12/06/2011 306,300 160,754 39,000 NIL Extinguished land (Barenji Gadjin People) C2, R1, SC, SC1, NT2 EL 4897 Tandarra 144 Leviathan Resources Ltd 100% None known Granted and current 15/12/2005 14/12/2010 907,800 1,841,893 58,200 NIL Extinguished land (Dja Dja Warrung Clans) C2, R1, SC, SC1, NT2 EL 4973 Natimuk 63 Leviathan Resources Ltd 100% None known Granted and current 09/08/2006 08/08/2011 82,800 52,096 27,600 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4986 Mitre 98 Leviathan Resources Ltd 100% None known Granted and current 17/10/2006 16/10/2011 191,400 50,351 64,200 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4996 Ballarat South 110 Leviathan Resources Ltd 100% None known Granted and current 18/01/2008 17/01/2013 153,000 102,081 37,000 NIL Extinguished land (Wathaurung People) C2, R1, SC, SC1, NT2 EL 5164 Application 363 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Gunditj Mirring Traditional Owners C2, NT1 EL 5280 Application 260 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Martang Pty Ltd; Barenji Gadjin People C2, NT1 C1: limited to search for gold, silver, platinum, copper, lead and zinc only. C2: limited to search for gold, silver and platinum only. C3: limited to search for gold, silver, platinum, mineral sands, copper, lead and zinc only R1: Renewal of tenement for further period indicates expenditure shortfall is acceptable to Department. NT1: Expedited procedures grant NT2: Granted for land over which previous exclusive possession acts have been granted pursuant to section.23B of Native Title Act ("extinguished land"), all validly dedicated roads and road reserves. NT3: Project Consent Deed – Wotjobaluk Native Title Claim Group NT4: Project Consent Deed – Gournditch-Mara Native Title Claim Group SC - Standard conditions, including bond of $10,000 for environmental rehabilitation SC1: Special conditions in relation to geophysical surveys, drilling, trenching and bulk sampling	Page 1 of 1 Tenement type, reference name and/or number and area Tenement reference name Area (sub-blocks) Ownership, including details of co-venturers and their interests Impediments to title Status; application or approval is pending Grant Date Expiry and Renewal Date Tenement commitment to date Tenement expenditure reported to date Current Scheduled commitment Annual rent Relevant Native Title Claimants Conditions, endorsements and notes EL 4590 Black Range 576 Leviathan Resources Ltd 100% None known Granted and current 14/02/2007 13/02/2012 492,000 298,940 130,200 NIL Wotjobaluk & Gournditch Mara People C1, R1, SC, SC1, NT3, NT4 EL 4647 Wartook 47 Leviathan Resources Ltd 100% None known Granted and current 13/06/2002 12/06/2011 306,300 160,754 39,000 NIL Extinguished land (Barenji Gadjin People) C2, R1, SC, SC1, NT2 EL 4897 Tandarra 144 Leviathan Resources Ltd 100% None known Granted and current 15/12/2005 14/12/2010 907,800 1,841,893 58,200 NIL Extinguished land (Dja Dja Warrung Clans) C2, R1, SC, SC1, NT2 EL 4973 Natimuk 63 Leviathan Resources Ltd 100% None known Granted and current 09/08/2006 08/08/2011 82,800 52,096 27,600 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4986 Mitre 98 Leviathan Resources Ltd 100% None known Granted and current 17/10/2006 16/10/2011 191,400 50,351 64,200 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4996 Ballarat South 110 Leviathan Resources Ltd 100% None known Granted and current 18/01/2008 17/01/2013 153,000 102,081 37,000 NIL Extinguished land (Wathaurung People) C2, R1, SC, SC1, NT2 EL 5164 Application 363 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Gunditj Mirring Traditional Owners C2, NT1 EL 5280 Application 260 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Martang Pty Ltd; Barenji Gadjin People C2, NT1 C1: limited to search for gold, silver, platinum, copper, lead and zinc only. C2: limited to search for gold, silver and platinum only. C3: limited to search for gold, silver, platinum, mineral sands, copper, lead and zinc only R1: Renewal of tenement for further period indicates expenditure shortfall is acceptable to Department. NT1: Expedited procedures grant NT2: Granted for land over which previous exclusive possession acts have been granted pursuant to section.23B of Native Title Act ("extinguished land"), all validly dedicated roads and road reserves. NT3: Project Consent Deed – Wotjobaluk Native Title Claim Group NT4: Project Consent Deed – Gournditch-Mara Native Title Claim Group SC - Standard conditions, including bond of $10,000 for environmental rehabilitation SC1: Special conditions in relation to geophysical surveys, drilling, trenching and bulk sampling	Page 1 of 1 Tenement type, reference name and/or number and area Tenement reference name Area (sub-blocks) Ownership, including details of co-venturers and their interests Impediments to title Status; application or approval is pending Grant Date Expiry and Renewal Date Tenement commitment to date Tenement expenditure reported to date Current Scheduled commitment Annual rent Relevant Native Title Claimants Conditions, endorsements and notes EL 4590 Black Range 576 Leviathan Resources Ltd 100% None known Granted and current 14/02/2007 13/02/2012 492,000 298,940 130,200 NIL Wotjobaluk & Gournditch Mara People C1, R1, SC, SC1, NT3, NT4 EL 4647 Wartook 47 Leviathan Resources Ltd 100% None known Granted and current 13/06/2002 12/06/2011 306,300 160,754 39,000 NIL Extinguished land (Barenji Gadjin People) C2, R1, SC, SC1, NT2 EL 4897 Tandarra 144 Leviathan Resources Ltd 100% None known Granted and current 15/12/2005 14/12/2010 907,800 1,841,893 58,200 NIL Extinguished land (Dja Dja Warrung Clans) C2, R1, SC, SC1, NT2 EL 4973 Natimuk 63 Leviathan Resources Ltd 100% None known Granted and current 09/08/2006 08/08/2011 82,800 52,096 27,600 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4986 Mitre 98 Leviathan Resources Ltd 100% None known Granted and current 17/10/2006 16/10/2011 191,400 50,351 64,200 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4996 Ballarat South 110 Leviathan Resources Ltd 100% None known Granted and current 18/01/2008 17/01/2013 153,000 102,081 37,000 NIL Extinguished land (Wathaurung People) C2, R1, SC, SC1, NT2 EL 5164 Application 363 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Gunditj Mirring Traditional Owners C2, NT1 EL 5280 Application 260 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Martang Pty Ltd; Barenji Gadjin People C2, NT1 C1: limited to search for gold, silver, platinum, copper, lead and zinc only. C2: limited to search for gold, silver and platinum only. C3: limited to search for gold, silver, platinum, mineral sands, copper, lead and zinc only R1: Renewal of tenement for further period indicates expenditure shortfall is acceptable to Department. NT1: Expedited procedures grant NT2: Granted for land over which previous exclusive possession acts have been granted pursuant to section.23B of Native Title Act ("extinguished land"), all validly dedicated roads and road reserves. NT3: Project Consent Deed – Wotjobaluk Native Title Claim Group NT4: Project Consent Deed – Gournditch-Mara Native Title Claim Group SC - Standard conditions, including bond of $10,000 for environmental rehabilitation SC1: Special conditions in relation to geophysical surveys, drilling, trenching and bulk sampling	Page 1 of 1 Tenement type, reference name and/or number and area Tenement reference name Area (sub-blocks) Ownership, including details of co-venturers and their interests Impediments to title Status; application or approval is pending Grant Date Expiry and Renewal Date Tenement commitment to date Tenement expenditure reported to date Current Scheduled commitment Annual rent Relevant Native Title Claimants Conditions, endorsements and notes EL 4590 Black Range 576 Leviathan Resources Ltd 100% None known Granted and current 14/02/2007 13/02/2012 492,000 298,940 130,200 NIL Wotjobaluk & Gournditch Mara People C1, R1, SC, SC1, NT3, NT4 EL 4647 Wartook 47 Leviathan Resources Ltd 100% None known Granted and current 13/06/2002 12/06/2011 306,300 160,754 39,000 NIL Extinguished land (Barenji Gadjin People) C2, R1, SC, SC1, NT2 EL 4897 Tandarra 144 Leviathan Resources Ltd 100% None known Granted and current 15/12/2005 14/12/2010 907,800 1,841,893 58,200 NIL Extinguished land (Dja Dja Warrung Clans) C2, R1, SC, SC1, NT2 EL 4973 Natimuk 63 Leviathan Resources Ltd 100% None known Granted and current 09/08/2006 08/08/2011 82,800 52,096 27,600 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4986 Mitre 98 Leviathan Resources Ltd 100% None known Granted and current 17/10/2006 16/10/2011 191,400 50,351 64,200 NIL Extinguished land (Barenji Gadjin People) C3, R1, SC, SC1, NT2 EL 4996 Ballarat South 110 Leviathan Resources Ltd 100% None known Granted and current 18/01/2008 17/01/2013 153,000 102,081 37,000 NIL Extinguished land (Wathaurung People) C2, R1, SC, SC1, NT2 EL 5164 Application 363 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Gunditj Mirring Traditional Owners C2, NT1 EL 5280 Application 260 Navarre Discovery No.1 Pty Ltd 100% None known Application and pending - - 0 NIL Martang Pty Ltd; Barenji Gadjin People C2, NT1 C1: limited to search for gold, silver, platinum, copper, lead and zinc only. C2: limited to search for gold, silver and platinum only. C3: limited to search for gold, silver, platinum, mineral sands, copper, lead and zinc only R1: Renewal of tenement for further period indicates expenditure shortfall is acceptable to Department. NT1: Expedited procedures grant NT2: Granted for land over which previous exclusive possession acts have been granted pursuant to section.23B of Native Title Act ("extinguished land"), all validly dedicated roads and road reserves. NT3: Project Consent Deed – Wotjobaluk Native Title Claim Group NT4: Project Consent Deed – Gournditch-Mara Native Title Claim Group SC - Standard conditions, including bond of $10,000 for environmental rehabilitation SC1: Special conditions in relation to geophysical surveys, drilling, trenching and bulk sampling
	Conditions, endorsements and notes	C1, R1, SC, SC1, NT3, NT4	C2, R1, SC, SC1, NT2	C2, R1, SC, SC1, NT2	C3, R1, SC, SC1, NT2	C3, R1, SC, SC1, NT2	C2, R1, SC, SC1, NT2	C2, NT1	C2, NT1
	Relevant Native Title Claimants	Wotjobaluk & Gournditch Mara People	Extinguished land (Barenji Gadjin People)	Extinguished land (Dja Dja Warrung Clans)	Extinguished land (Barenji Gadjin People)	Extinguished land (Barenji Gadjin People)	Extinguished land (Wathaurung People)	Gunditj Mirring Traditional Owners	Martang Pty Ltd; Barenji Gadjin People
	Annual rent	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
	Current Scheduled commitment	130,200	39,000	58,200	27,600	64,200	37,000	0	0
	Tenement expenditure reported to date	298,940	160,754	1,841,893	52,096	50,351	102,081
	Tenement commitment to date	492,000	306,300	907,800	82,800	191,400	153,000
	Expiry and Renewal Date	13/02/2012	12/06/2011	14/12/2010	08/08/2011	16/10/2011	17/01/2013	-	-
	Grant Date	14/02/2007	13/06/2002	15/12/2005	09/08/2006	17/10/2006	18/01/2008	-	-
	Status; application or approval is pending	Granted and current	Granted and current	Granted and current	Granted and current	Granted and current	Granted and current	Application and pending	Application and pending
	Impediments to title	None known	None known	None known	None known	None known	None known	None known	None known
	Ownership, including details of co-venturers and their interests	Leviathan Resources Ltd 100%	Leviathan Resources Ltd 100%	Leviathan Resources Ltd 100%	Leviathan Resources Ltd 100%	Leviathan Resources Ltd 100%	Leviathan Resources Ltd 100%	Navarre Discovery No.1 Pty Ltd 100%	Navarre Discovery No.1 Pty Ltd 100%
	Area (sub-blocks)	576	47	144	63	98	110	363	260
	Tenement reference name	Black Range	Wartook	Tandarra	Natimuk	Mitre	Ballarat South	Application	Application
	Tenement type, reference name and/or number and area	EL 4590	EL 4647	EL 4897	EL 4973	EL 4986	EL 4996	EL 5164	EL 5280

NAVARRE MINERALS LIMITED / Prospectus 97

11. FINANCIAL INFORMATION

11.1 Introduction

This section sets out the Historical Financial Information and Pro Forma Financial Information for Navarre. The basis for preparation and presentation is set out below.

The fi nancial information has been prepared by management and adopted by the Directors. The Directors are responsible for inclusion of all fi nancial information in the Prospectus. AFS & Associates Pty Ltd (“AFS”) has prepared an Investigating Accountant’s Report in respect of the Historical and Pro Forma Financial Information. A copy of the report is set out in Section 12.

The Historical and Pro Forma Financial Information has been prepared in accordance with measurement and recognition criteria of Australian Accounting Standards and the signifi cant accounting policies

The Historical and Pro Forma Financial Information is presented in an abbreviated form insofar as it does not include all the disclosures and notes required in an annual fi nancial report prepared in accordance with Australian Accounting Standards and the Corporations Act.

11.2

The Historical Financial Information for Navarre set out in the following pages comprises:

• (a) the audited statement of comprehensive income for the year ended 30 June 2010 and unaudited comparative for the year ended 30 June 2009;

• (b) the audited statement of fi nancial position as at 30 June 2010 and unaudited comparative as at 30 June 2009;

• (c) the audited statement of cashfl ows for the year ended 30 June 2010 and unaudited comparative for the year 30 June 2009; and

11.3

The Pro Forma information set out in the following pages comprises:

• (a) the Pro Forma statement of comprehensive income for the year ended 30 June 2010;

• (b) the Pro Forma statement of fi nancial position as at 30 June 2010;

• (c) the Pro Forma statement of cashfl ows for the year ended 30 June 2010; and

• (d) selected notes to the fi nancial statements.

The Pro Forma Financial Statements have been derived from the audited fi nancial statements for the fi nancial year ending 30 June 2010 adjusted for the following transactions as if they occurred at 30 June 2010:

• (a) the receipt of $200,000 at $0.10 per share for the issue of seed capital in November 2010;

• (b) the issue of 25,000,000 shares at $0.20 per share to raise up to $5.0 million before the expenses of the Offer. The Pro Forma fi nancial statements assume that the maximum subscriptions will be obtained. All shares issued pursuant to this Prospectus will be issued as fully paid and rank equally in all respects with the shares already on issue;

• (c) listing costs estimated at $480,000; and

• (d) the receipt of $45 from the issue of 450,000 shares at $0.0001 per share to the Managing Director in lieu of salary for 2010.

On completion of the initial public offering and assuming full subscription, Navarre will grant an option over 5,019,444 unissued shares to Leviathan, or its nominated entity, being 10% of the share capital of the Company as consideration for the purchase of the tenements referred to in Section 14.1, Tenement Sale Agreement.

• (d) selected notes to the fi nancial statements.

The Historical Financial Information has been prepared on the basis detailed and in accordance with the accounting policies set out in the notes following. The Historical Financial Information has been extracted from the audited fi nancial reports of Navarre for the period ended 30 June 2010 with unaudited comparatives for the period ended 30 June 2009.

98 NAVARRE MINERALS LIMITED / Prospectus

(A) STATEMENT OF COMPREHENSIVE INCOME

	Notes	Unaudited Statement of Comprehensive Income for the year ended 30 June 2009	Audited Statement of Comprehensive Income for the year ended 30 June 2010	Capital Raising Adjustments	Pro Forma Statement of Comprehensive Income for the year ended 30 June 2010
		$	$	$	$
Revenue		8,629	4,703		4,703
Expenses
Accountancy expenses		(220)	–	–	–
Advertising expenses		(3,844)	(343)	–	(343)
Exploration expenses written off – EL 4911 Mortlake		–	(42,533)	–	(42,533)
Other expenses		(5,091)	(7,298)	–	(7,298)
Loss for the year		(526)	(45,471)	–	(45,471)
Accumulated losses at the beginning of the f nancial year		(2,194)	(2,720)	–	(2,720)
Accumulated losses attributable to members of the company		(2,720)	(48,191)	–	(48,191)

NAVARRE MINERALS LIMITED / Prospectus 99

11. FINANCIAL INFORMATION continued

(B) STATEMENT OF FINANCIAL POSITION

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Unaudited Audited Pro Forma
Statement of Statement of Capital Raising Statement of
Financial Financial Adjustments Financial
Position as at Position as at (assuming Full Position as at
Notes 30 June 2009 30 June 2010 Subscription) 30 June 2010
$ $ $ $
----- End of picture text -----

CURRENT ASSETS
Cash	2	167,444	299,095	4,720,045	5,019,140
Receivables		300	300	–	300
Total Current Assets		167,744	299,395	4,720,045	5,019,440
NON-CURRENT ASSETS
Exploration and Evaluation Expenditure	3	199,106	364,573	820,000	1,184,573
Total Non-Current Assets		199,106	364,573	820,000	1,184,573
Total Assets		366,850	663,968	5,540,045	6,204,013
CURRENT LIABILITIES
Payables		2,070	2,069	–	2,069
Total Current Liabilities		2,070	2,069	–	2,069
Total Liabilities		2,070	2,069	–	2,069
Net Assets		364,780	661,899	5,540,045	6,201,944
EQUITY
Issued Capital	4	367,500	710,090	5,540,045	6,250,135
Accumulated Losses	5	(2,720)	(48,191)	–	(48,191)
Total Equity		364,780	661,899	5,540,045	6,201,944

100 NAVARRE MINERALS LIMITED / Prospectus

(C) STATEMENT OF CASH FLOWS

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Unaudited Audited Pro Forma
Statement of Statement of Capital Raising Statement of
Cash Flows for Cash Flows for Adjustments Cash Flows for
the year ended the year ended (assuming Full the year ended
Notes 30 June 2009 30 June 2010 Subscription) 30 June 2010
$ $ $ $
----- End of picture text -----

Cash Flows from Operating Activities
Payments to suppliers and employees		(9,154)	(7,642)	–	(7,642)
Interest received		8,629	4,703	–	4,703
Net cash provided by (used in) operating activities		(525)	(2,939)	–	(2,939)
Cash Flows from Investing Activities
Payments for other assets		(149,106)	(208,000)	–	(208,000)
Net cash provided by (used in) investing activities		(149,106)	(208,000)	–	(208,000)
Cash Flows from Financing Activities
Proceeds from share issue		230,000	342,590	5,200,045	5,542,635
Share listing costs		–	–	(480,000)	(480,000)
Net cash provided by (used in) f nancing activities		230,000	342,590	4,720,045	5,062,635
Net increase (decrease) in cash held		80,369	131,651	4,720,045	4,851,696
Cash at beginning of year		87,075	167,444	–	167,444
Cash at end of year	2	167,444	299,095	4,720,045	5,019,140

NAVARRE MINERALS LIMITED / Prospectus 101

11. FINANCIAL INFORMATION continued

11.4 NOTES TO AND FORMING PART OF THE FINANCIAL INFORMATION

Note 1. Statement of Signifi cant Accounting Policies

The fi nancial report is a special purpose fi nancial report prepared to satisfy the fi nancial report requirements of the Corporations Act. Navarre is a company limited by shares, incorporated and domiciled in Australia.

(A) BASIS OF PREPARATION

The fi nancial report has been prepared in accordance with the requirements of the Corporations Act and the following applicable Australian Accounting Standards and Australian Accounting Interpretations:

AASB 101: Presentation of Financial Statements

AASB 107: Cash Flow Statements AASB 108: Accounting Policies, Changes in Accounting Estimates and Errors AASB 110: Events after the Balance Sheet Date AASB 118: Revenue AASB 1031: Materiality AASB 1048: Interpretation and Application of Standards

No other Accounting Standards, Accounting Interpretations or other authoritative pronouncements of the Australian Accounting Standards Board have been applied.

(B) REPORTING BASIS AND CONVENTIONS

The fi nancial report has been prepared on an accruals basis and is based on historic costs modifi ed, where applicable, by the revaluation of selected non-current assets, fi nancial assets and fi nancial liabilities for which the fair value basis of accounting has been applied.

The following is a summary of the material accounting policies adopted by the company in the preparation of the fi nancial report. The accounting policies have been consistently applied, unless otherwise stated.

(C) ACCOUNTING POLICIES

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.

Revenue and Other Income

Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. Any consideration deferred is treated as the provision of fi nance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue.

Interest revenue is recognised using the effective interest rate method, which, for fl oating rate fi nancial assets is the rate inherent in the instrument.

Exploration expenses

Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions

• (i) the rights to tenure of the area of interest are current; and

• (ii) at least one of the following conditions is also met:

• (a) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or

• (b) exploration and evaluation activities in the area of interest have not, at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and signifi cant operations in, or in relation to, the area of interest is continuing.

102 NAVARRE MINERALS LIMITED / Prospectus

Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortisation of assets used in exploration and evaluation activities.

General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest.

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (or the cash-generating unit(s) to which it has been allocated, being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.

Where a decision is made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassifi ed to development.

Note 2. Cash and Cash Equivalents

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Actual Actual
unaudited audited Capital Pro forma
2009 2010 Raising 2010
$ $ $ $
----- End of picture text -----

Cash at Bank (Premium Business a/c)	14,200	36,195	–	36,195
Cash at Bank (Business Online saver a/c)	153,244	262,900	4,720,045	4,982,945
TOTAL	167,444	299,095	4,720,045	5,019,140
450,000 shares @ $0.0001 per share to Managing Director in lieu of salary			45
2,000,000 shares placed at $0.10 per share in November 2010			200,000
Proceeds from shares issued pursuant to this Prospectus (25,000,000 @ $0.20)			5,000,000
Estimated listing costs			(480,000)
TOTAL			4,720,045

NAVARRE MINERALS LIMITED / Prospectus 103

11. FINANCIAL INFORMATION continued

Note 3. Other Non-current assets

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Actual Acquisition of Pro forma
unaudited Actual audited Leviathan Unaudited
2009 2010 tenements 2010
$ $ $ $
----- End of picture text -----

Exploration expenses	199,106	364,573	820,000	1,184,573
Consisting of:
Black Ranges	112,105	271,136	300,000	571,136
Bendigo North	23,438	35,458	230,000	265,458
Mortlake	42,533	–	–	–
Ballarat South	21,030	34,339	290,000	324,339
Kingston	–	23,640	–	23,640
TOTAL	199,106	364,573	820,0001	1,184,573

1 Independent value of exploration tenements acquired from Leviathan on 25 June 2008.

Note 4. Issued Capital

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Actual
unaudited Actual audited Pro forma
2009 2010 Capital Raising 2010
$ $ $ $
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Fully paid ordinary shares	367,500	710,090	5,540,045	6,250,135
2,000,000 shares placed at $0.10 per share in November 2010			200,000	200,000
Shares issued pursuant to this Prospectus			5,000,000	5,000,000
Share listing costs			(480,000)	(480,000)
Shares to Managing Director in lieu of salary			45	45
Shares issued to Leviathan on transfer of exploration permits			820,000	820,000
			5,540,045	5,540,045

104 NAVARRE MINERALS LIMITED / Prospectus

Note 4. Issued Capital continued

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Number of shares on issue No. of shares No. of shares No. of shares No. of shares
----- End of picture text -----

Fully paid issued shares	9,903,000	16,825,000		16,825,000
2,000,000 shares placed at $0.10 per share in November 2010			2,000,000	2,000,000
Shares issued pursuant to this Prospectus			25,000,000	25,000,000
Shares to Managing Director in lieu of salary	300,000	900,000	450,000	1,350,000
Shares issued to Leviathan on transfer of Exploration Licences			5,019,444	5,019,444
FULLY PAID ISSUED SHARES	10,203,000	17,725,000	32,469,444	50,194,444

PROPOSED OPTIONS TO BE ISSUED TO DIRECTORS	Number of Options	Exercise Price
Chairman1	250,000	$0.25
Non-executive Directors1	400,000	$0.25
Total number of options	650,000

OPTIONS ISSUED TO MANAGING DIRECTOR	Number of Options	Exercise Price
Managing Director	1,500,000	$0.20
Total number of options	1,500,000

1 Subject to shareholder approval, which it is expected will be sought at the Company’s fi rst general meeting after the Initial Public Offering, Mr Wilson will be issued 250,000 options and Messrs Dorward and Naylor will each be issued 200,000 options.

NAVARRE MINERALS LIMITED / Prospectus 105

11. FINANCIAL INFORMATION continued

Note 5. Accumulated Losses

	Actual unaudited 2009	Actual audited 2010	Capital Raising	Pro forma 2010
	$	$	$	$
Accumulated losses at the beginning of the f nancial year	(2,194)	(2,720)	–	(2,720)
Net loss attributable to members of the company	(526)	(45,471)	–	(45,471)
Accumulated losses at the end of the f nancial year	(2,720)	(48,191)	–	(48,191)

Note 6. Tax Losses Brought Forward

The Company has not brought to account tax losses on trading or exploration activities.

The Directors do not intend to bring them to account until the company is profi table.

The Company has cumulative tax losses of $412,764 as at 30 June 2010 which is not recorded in the accounts.

Note 7. Related Party Disclosures

THE DIRECTORS IN OFFICE AS AT THE DATE OF THIS PROSPECTUS ARE:

Kevin Wilson – Chairman, appointed 30 April 2007

Geoff McDermott – Managing Director, appointed 19 May 2008

John Dorward – Non-Executive Director, appointed 15 August 2008

Colin Naylor – Non-Executive Director, appointed 5 November 2010

(A) DIRECTOR’S INTERESTS IN SECURITIES

No Director as at the date of this Prospectus has a relevant interest in any securities of the Company other than as set out below:

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Shares Options
----- End of picture text -----

Kevin Wilson1	2,715,000	250,000
Geoff McDermott	3,265,000	1,500,000
John Dorward1	2,015,000	200,000
Colin Naylor1	1,115,000	200,000
Total	9,110,000	2,150,000

1 Subject to shareholder approval Mr Wilson will be issued 250,000 options and Messrs Dorward and Naylor will each be issued 200,000 options.

Directors and their related entities are not precluded from applying for Shares pursuant to the Prospectus.

106 NAVARRE MINERALS LIMITED / Prospectus

Note 7. Related Party Disclosures continued

(B) DIRECTORS TRANSACTIONS WITH THE COMPANY

There have been no related party transactions for the year ended 30 June 2010 other than $50,615 paid to a company associated with the Managing Director for services provided.

(C) PROPOSED ANNUAL DIRECTORS’ REMUNERATION[2]

	Pro Forma Financial Information 30 June 2010
Kevin Wilson	40,000
Geoff McDermott1	229,358
John Dorward	30,000
Colin Naylor	30,000

• 1 As set out Section 14, Mr McDermott has signed an employment contract with Navarre with annual fi xed remuneration of $250,000 (inclusive of superannuation).

2 Remuneration amounts stated exclude superannuation. For more information relating to Directors remuneration, refer to Sections 14 of this Prospectus.

Note 8: Commitments

In order to maintain an interest in the exploration tenements in which the Company is involved, the Company is committed to meet the conditions under which the tenements were granted and the obligations of the Company are subject to the minimum expenditure commitments required as per the Minerals Resources (Sustainable Development) Act 1990 (Vic). Future expenditure commitments may vary signifi cantly from the forecast based upon the results of the work performed which will determine the prospectivity of the relevant area of interest.

The commitment exploration expenditures of the Company’s properties are estimated as follows:	$
Minimum exploration expenditure year 1 (to 31 December 2011)	400,600
Minimum exploration expenditure year 2 (to 31 December 2012)	411,600
Total	812,200

NAVARRE MINERALS LIMITED / Prospectus 107

12. INVESTIGATING ACCOUNTANT’S REPORT

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108 NAVARRE MINERALS LIMITED / Prospectus

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NAVARRE MINERALS LIMITED / Prospectus 109

12. INVESTIGATING ACCOUNTANT’S REPORT continued

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110 NAVARRE MINERALS LIMITED / Prospectus

13. CORPORATE GOVERNANCE

The Board is committed to ensuring Navarre is properly directed and accordingly the Directors have adopted corporate governance policies and practices designed to continue to promote responsible management and conduct of Navarre’s business. The main policies and practices are summarised below.

The corporate governance structure adopted by Navarre is intended to enable Navarre to follow the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations 2nd Edition” (effective from 1 January 2008) as amended as reasonably practicable given the size and scope of the Company.

All Company corporate governance policies are contained on the Company’s website which is www.navarre.com.au.

13.1 Board of directors

The Directors have a broad range of experience, expertise, skills, qualifi cations and contacts relevant to the business of Navarre.

The Board is currently composed of one executive director and three non-executive directors (including Mr Kevin Wilson as non-executive Chairman). All non-executive directors are considered to be independent.

The Board is responsible for the overall corporate governance of Navarre including establishing and monitoring key performance goals. The Board has created a framework for managing Navarre including a business risk management process and appropriate ethical standards.

Navarre’s Board Charter includes the requirement that Directors act in the best interests of the Company, free of any actual or possible confl ict of interest.

13.2 Board charter

The Board has adopted a charter that sets out the principles for the operation of the Board and describes the powers, functions and responsibilities of the Board, which include:

• approval of a strategic plan designed to meet stakeholders’ needs and manage business risk;

• ongoing development of the strategic plan and approving initiatives and activities designed to ensure the continued growth and success of the Company;

• implementation of budgets by management and monitoring of progress against budget via the establishment and reporting of both fi nancial and non-fi nancial key performance indicators;

• approval of the annual and half-yearly fi nancial reports;

• setting and reviewing the Company’s corporate governance policies;

• approving and monitoring the progress of major capital expenditure, and capital management;

• setting capital expenditure, operating expenditure and major contract authority limits for the Managing Director;

• governance of reserve and resources reporting;

• reporting to shareholders; and

• appointing and approving the terms and conditions of the appointment of the Managing Director and reviewing and providing feedback on the performance of the Managing Director.

13.3 Board committees

The Board does not consider that the Company is of a suffi cient size or that its affairs are of such complexity as to justify the formation of special or separate committees other than an Audit Committee. The Board as a whole is able to address the governance aspects of the Company’s activities and ensure that it adheres to them.

NAVARRE MINERALS LIMITED / Prospectus 111

13. CORPORATE GOVERNANCE continued

The Audit Committee provides assistance to the Board in fulfi lling its corporate governance and responsibilities in relation to the Company’s fi nancial reporting, internal controls, risk management systems and audit functions. The Committee maintains communications with the auditors and management and in discharging its role the Committee is empowered to investigate any matter brought to its attention. The Audit Committee comprises Messrs Naylor (Chairman) and Dorward.

13.4 Continuous disclosure

Continuous disclosure obligations require the Company to keep the market fully informed of information that may have a material effect on the price or value of the Company’s securities and to correct any material mistake or misinformation in the market. All relevant information provided to the ASX will be immediately posted on the Company’s website, www.navarre.com.au, in compliance with the continuous disclosure requirements of the Corporations Act and Listing Rules.

The Company Secretary will act as ASX liaison offi cer and is responsible for ensuring that the system for the disclosure of all material information to the ASX in a timely fashion is operating.

13.6 Security trading guidelines and codes of conduct

Navarre has in place guidelines in relation to dealings in securities of Navarre by Directors, management, employees, full and part-time contractors and advisers of Navarre. Subject to the overriding restriction that persons may not deal in securities while they are in possession of inside information, they, as well as their related third parties, are encouraged to deal in securities during certain “safe periods”. Prior to any trading, there is a requirement to notify the Chairman (in the case of a Director) and the Managing Director or the Company Secretary (in the case of an employee, full or part-time contractor, adviser or their related third party) prior to buying or selling any securities.

Navarre has also established a code of conduct for Directors, management and employees to act honestly and openly and to take responsibility for their behaviour.

Further information regarding the Company’s corporate governance policies can be found on the Company’s website, www.navarre.com.au.

13.5 Communication to shareholders

The Board aims to ensure that Shareholders are informed of all major developments affecting Navarre’s state of affairs. Information will be communicated to Shareholders through Navarre’s annual report, annual general meeting, half-yearly results announcement, ASX announcements and through the corporate website, www.navarre.com.au.

112 NAVARRE MINERALS LIMITED / Prospectus

14. MATERIAL CONTRACTS

14.1 Tenement sale agreement

By an agreement dated 25 June 2008 (“Tenement Sale Agreement”) the Company agreed to acquire from Leviathan all of the rights, title and interest in Exploration Licences EL 4986, EL 4973, EL 4647, EL 4590, EL 4911, EL 4897 and EL 4996 (the “Exploration Licences”) and exploration information relating to the Exploration Licences. The consideration for the purchase of the Exploration Licences was $10.00 plus the grant by the Company to Leviathan or its nominee of an option to subscribe for up to 10 percent of the total issued shares of the Company exercisable within 14 days of the Company listing on the ASX. Transfer of the Exploration Licences was to occur within 90 days of the 25 June 2008 and was subject to the Company applying for and obtaining approval from the Relevant Minister. Transfer of the Exploration Licences did not occur within the 90 day period and Leviathan has held the Exploration Licences on trust on behalf of the Company in accordance with the terms of the Tenement Sale Agreement. On 26th October 2010 the Parties agreed to an extension of time for the transfer of the Exploration Licences until 31st December 2011 (“Extension Agreement”). By the same Extension Agreement Leviathan and the Company also agreed for EL 4911 to be surrendered back to Leviathan without cost or liability on either side.

Subsequent to the Close of the Offer, an application will be made to the Relevant Minister for approval to register the transfer of the Exploration Licences. There is no guarantee that such approval will be given by the Relevant Minister.

The Tenement Sale Agreement also contains a once only right, but not an obligation (“Earn in Right”), for Leviathan to earn a 60 per cent interest in EL 4897 where:

• (a) the Company gives notice to the ASX and Leviathan of a mineral resource within EL 4897 which is not less than 500,000 ounces of gold, not less than one half of which is an Indicated Mineral Resource;

• (b) Leviathan exercises the Earn in Right in writing to the Company within 60 days of the notifi cation to it and the ASX;

• (c) Leviathan spends not less than three times the amount the Company expended in relation to EL 4897 from the date of settlement of the Tenement Sale Agreement to the date of the above notifi cation to Leviathan and the ASX; and

• (d) Leviathan has completed a bankable feasibility study in respect of a mineral resource within EL 4897 not later than three years from the date the Earn in Right was exercised.

14.2 Exploration licences and exploration licence applications

Navarre has, under the Tenement Sale Agreement, an interest in Exploration Licences EL 4986, EL 4973, EL 4647, EL 4590, EL 4897 and EL 4996. Navarre also has two Exploration Licence applications awaiting the Relevant Minister’s consent in the State of Victoria (ELA 5164, Mooralla and ELA 5280, Kingston).

Details of the terms and conditions of each grant or application are set out in the Independent Report on Exploration Tenements prepared by TAS Legal Pty Ltd in Section 10.

14.3 Navarre directors and employee option plan

The Company has adopted an Employee Option Plan (“Employee Option Plan”) for the benefi t of employees of the Company (whether full or part-time), Directors and any other person whom the Directors in their absolute discretion invite to participate in the plan but to whom an offer of options under this plan needs to be disclosed under the Corporations Act or applicable law. The principal terms of the Employee Option Plan are summarised below.

ELIGIBILITY AND GRANT OF EMPLOYEE OPTIONS

The Company may offer options to any eligible person at such times and on such terms as the Board considers appropriate. The number of options that may be issued under the plan, when aggregated with the number of options that have been issued in the previous fi ve years under the plan, must not exceed 5% of the issued ordinary Shares at the time of the grant of the options under this plan.

CONSIDERATION

Each employee option issued under the Employee Option Plan will be issued free of charge.

NAVARRE MINERALS LIMITED / Prospectus 113

14. MATERIAL CONTRACTS continued

EXERCISE PRICE AND VESTING DATE

The exercise price and vesting date for employee options granted under the Employee Option Plan will be fi xed by the Board prior to the grant of the employee option. The minimum exercise price will not be less than any minimum price specifi ed in the ASX Listing Rules.

RESTRICTIONS AND DURATION OF OPTIONS

Unless a date is determined by the Board in its absolute discretion, each option shall expire on the earliest of:

• termination of employment or directorship; or

• six (6) years after the date it is issued.

EXERCISE RESTRICTIONS

The options granted under the Employee Option Plan may be subject to such other restrictions on exercise as may be fi xed by the Board prior to grant of the employee options. Any restrictions so imposed by the Directors must be set out on the employee option certifi cate.

Directors may only exercise their options during the exercise period in the period permitted by the Company’s Corporate Governance Code of Conduct which allows Directors to trade in the Company’s securities.

EXERCISE OF OPTIONS

Options must be exercised before they expire otherwise they lapse. Subject to the satisfaction of any exercise conditions, an option may be exercised by an option holder at the following times and in the following circumstances:

• where a change in control occurs, at any time within 10 business days of the change of control occurring. A change of control means the occurrence of an event or circumstance where a person who is not presently able to do any of the following things becomes able to do one of the following things (whether directly or indirectly or through one or more intervening persons, companies or trusts):

• control the composition of more than one half of the Company’s board of directors;

• be in a position to cast, or control the casting of, more than one half of the maximum number of votes that might be cast at a general meeting of the members of the Company; or

• hold or have a benefi cial interest in more than one half of the issued share capital of the Company.

PARTICIPATION IN DIVIDENDS, RIGHTS ISSUES, BONUS ISSUES AND PRO RATA ISSUES

The employee options granted under the Employee Option Plan do not give any right to participate in dividends or rights issues until Shares are allotted pursuant to the exercise of the relevant employee option. The number of Shares issued on the exercise of employee options will be adjusted for bonus issues made prior to the exercise of the employee options.

If the Company makes a pro rata issue of Shares, the exercise price of each option will be reduced in accordance with the formula set out in ASX listing rule 6.22 or its successor.

SUBDIVISION OR CONSOLIDATION

• during the exercise period;

• within 90 days of the retirement of the eligible person;

• within 120 business days of the death or total and permanent disablement of the eligible person (as determined by the Board in its absolute discretion); and

If the Company, after having granted any employee option, reduces its issued Share capital or subdivides or consolidates its Shares, the number of the Shares issued to the option holder on exercise of an employee option will be reduced, subdivided or consolidated, as the case may be, in accordance with the ASX Listing Rules.

114 NAVARRE MINERALS LIMITED / Prospectus

NON EXCLUSIVITY

The Plan will not preclude the authorisation of other forms of incentive compensation for employees.

14.4 Executive employment agreement

The Company has entered into an Executive Employment Agreement with Mr Geoff McDermott pursuant to which Mr McDermott was appointed as Managing Director of Navarre. This employment agreement will come into effect upon the listing of Navarre on the ASX and will cease generally upon either party giving to the other six months notice in writing. Mr McDermott can be summarily dismissed by the Company for gross misconduct, dishonesty, incapacity or ineligibility to hold the offi ce of Director. Mr McDermott needs to give one month’s notice where there has been a change of control of Navarre by way of merger, takeover or scheme of arrangement.

Pursuant to the Executive Employment Agreement, the Company will provide to Mr McDermott total fi xed remuneration $250,000 per annum including statutory superannuation.

Mr McDermott is entitled to a short term cash incentive of up to $50,000 in the fi rst year of the contract if he meets certain key performance indicators (“KPIs”) set by the Board. The KPIs are directly related to the satisfactory and timely execution of the exploration program as described in this Prospectus.

In addition, Mr McDermott will be entitled to a long term incentive (“LTI”) of up to 500,000 options convertible into ordinary shares of the Company based on the performance of Navarre ordinary shares on the ASX. The grant of these options is divided into long term incentive performance and retention tranches. The LTI Performance KPIs for calendar year 2011 are related to an improved share price for the Company in excess of the listing price of 20c per share. The test for the grant of the options is the volume weighted average price of Navarre shares over the trading days during the calendar month of December 2011. The options will be granted in January 2012 if the following KPIs are achieved:

The options will vest in January 2012 and will be exercisable at 25c. The options will expire on December 31, 2013.

The options will be issued subject to the terms of the Company’s Employee Option Plan.

The LTI Retention KPIs for calendar 2011 are also related to an improved share price for the Company in excess of the listing price of 20c per share as follows:

• (a) 50% (125,000) of the options will be granted if the share price is 22c or higher; and the remaining

• (b) 50% (125,000) of the options will be granted if the share price is 24c or higher.

These options will vest one-third in January 2012, one-third in January 2013 and one-third in January 2014 and are exercisable at 25c.

The options will be issued subject to the terms of the Company’s Employee Option Plan and Mr McDermott remaining an employee of the Company at the relevant vesting date.

The Company is also required to reimburse Mr McDermott for any expenses incurred by him in the course of his employment and any additional reasonable expenses incurred by him during the performance of his duties and functions.

Separate to the Executive Employment Agreement, the Company has agreed to grant Mr McDermott 1,500,000 options convertible into ordinary shares of the Company following listing on the ASX in recognition of his role in the listing of the Company on the ASX. These options are exercisable at 20 cents each pursuant to the Company’s Employee Option Plan. Of the options issued, one-third of these options (500,000) will vest on 31 December, 2011; one-third (500,000) will vest on 31 December, 2012; and the remainder (500,000) will vest on 31 December, 2013.

The expiry date of these options is 31 December, 2014.

These options will be granted subject to the terms of the Company’s Employee Option Plan.

The Board will review the Managing Director’s salary and other remuneration annually.

• (a) 50% (125,000) of the options will be granted if the share price is 22c or higher; and the remaining

• (b) 50% (125,000) of the options will be granted if the share price is 24c or higher.

NAVARRE MINERALS LIMITED / Prospectus 115

14. MATERIAL CONTRACTS continued

14.5 Interests of directors of the company

Except as disclosed in this Prospectus, no Director holds, or during the last two years has held, any interest in:

• (a) the formation or promotion of Navarre;

• (b) property acquired or proposed to be acquired by Navarre in connection with its formation or promotion of the Offer; or

• (c) the Offer,

and no amounts of any kind (whether in cash, Shares or otherwise) have been paid or agreed to be paid to any Director to induce him to become or to qualify as a Director or otherwise for services rendered by him in connection with the formation or promotion of Navarre or the Offer.

REMUNERATION OF DIRECTORS

The Constitution provides that the Directors may collectively be paid as remuneration for their services a fi xed sum not exceeding the aggregate maximum from time to time determined by the Company in general meeting. Until a different amount is determined, aggregate cash remuneration payable to the Directors is $300,000 per annum excluding any remuneration payable to any Director under an executive service contract with the Company or one of its related bodies corporate.

A Director may be paid fees or other amounts as the Directors determine when a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

NON-EXECUTIVE DIRECTOR LETTERS OF ENGAGEMENT

Mr Kevin Wilson has accepted the terms of a letter of appointment as Chairman dated 8 November 2010. Mr John Dorward has accepted the terms of a letter of appointment as Non-Executive Director dated 8 November 2010. Mr Colin Naylor has been appointed to the Board as Non-Executive Director pursuant to

a letter of appointment dated 8 November 2010. In consideration of the services provided by Mr Wilson, the Company will pay a fi xed fee of $40,000 per annum plus statutory superannuation. For Messrs Dorward and Naylor the Company will pay each a fi xed fee of $30,000 per annum plus statutory superannuation. Messrs Wilson, Dorward and Naylor are also entitled to fees or other amounts as the Board determines where they perform special duties or otherwise perform services outside the scope of the ordinary duties of a Director. They may also be reimbursed for reasonable expenses incurred in attending board or committee meetings, on Company business or carrying out their duties.

Subject to shareholder approval, which is expected to be sought at the fi rst general meeting of the Company after the Initial Public Offering, Mr Wilson will be issued 250,000 options and Messrs Dorward and Naylor will each be issued 200,000 options of which one-half vest on 31 December, 2011 and one-half will vest on 31 December, 2012. The exercise price of the options is 25 cents per share. The options will be subject to the terms of the Company’s Employee Option Plan. The expiry date of these options is 31 December, 2014.

DIRECTORS’ AND OFFICERS’ INDEMNITY AGREEMENTS

By these agreements between the Company and each Director and Offi cer, the Company agrees to indemnify each Director and Offi cer, to the extent permitted by law, against liabilities and legal costs incurred by each Director and Offi cer in his capacity as a Director or Offi cer of the Company and to maintain a Directors’ and Offi cers’ insurance policy in respect of each Director and Offi cer at the cost of the Company. In addition the Company agrees to provide each Director access to Board papers and other documents of the Company whilst ever such Director holds offi ce and for up to a seven year period thereafter.

116 NAVARRE MINERALS LIMITED / Prospectus

DIRECTORS’ HOLDINGS

The Directors are not required to hold any Shares in Navarre under the Constitution. At the date of this Prospectus the relevant interest of each of the Directors in the Securities of the Company is as follows:

Director	Number of Shares Held	Number of Options Held
Kevin Wilson	2,715,000	250,0001
Geoff McDermott	3,265,000	1,500,000
John Dorward	2,015,000	200,0001
Colin Naylor	1,115,000	200,0001

1 Subject to shareholder approval.

14.8 Lead Manager Agreement

The company has appointed Stonebridge Securities Limited as lead manager (“Lead Manager”) to develop and manage the raising of capital, assist in the completion and dissemination of this Prospectus and assist in the ASX listing process.

The agreement provides for a co-ordination and management fee of $50,000 in the event of successful completion of the IPO. Should the IPO be unsuccessful then the Company will pay the Lead Manager $20,000.

In addition, the Lead Manager will be entitled to receive a fee of 5% of total funds raised if the Company is successfully listed on the ASX.

The agreement otherwise contains the usual terms and conditions of a mandate to act as a lead manager under a Prospectus for an Initial Public Offering of shares.

Nothing in this Prospectus will be taken to preclude Directors, offi cers or employees of Navarre from applying for Shares under this Prospectus.

14.6 Native title agreements

The Exploration Licences and Exploration Licence Applications are subject to various Native Title Agreements as set out in the Independent Report on Exploration Tenements prepared by TAS Legal Pty Ltd in Section 10.

14.7 Escrow (restricted securities)

The Company has been liaising with the ASX in relation to the application of escrow to its pre Offer issued securities and shares to be issued to Leviathan in respect of the Tenement Sale Agreement. The precise details will be advised by the ASX in due course and will be reinforced by restriction agreements consistent with ASX Listing Rule requirements.

NAVARRE MINERALS LIMITED / Prospectus 117

15. ADDITIONAL INFORMATION

15.1 Rights attaching to shares

A shareholding in the Company is held subject to its Constitution. Shares to be issued under this Prospectus will rank equally with the existing ordinary Shares. The Constitution may be inspected at the registered offi ce during ordinary business hours by prior appointment.

The following is a summary of the principal rights of Shareholders.

Constitution, the Corporations Act and the Listing Rules. A Director may call a meeting of members and members may also requisition or convene general meetings in accordance with the procedures for member-initiated meetings set out in the Corporations Act. Shareholders must be given at least 28 days written notice of any general meeting unless otherwise permitted by the Corporations Act.

RIGHTS ON WINDING UP

ISSUE OF SHARES

The power to issue Shares and other securities in the capital of the Company lies with the Board, subject to the restrictions contained otherwise in the Constitution, the Listing Rules and the Corporations Act.

VOTING

Every Shareholder present in person or by proxy at a meeting of Shareholders has one vote on a vote taken by a show of hands, and on a poll, every Shareholder who is present in person or by proxy has one vote for every fully paid Share held. A poll may be demanded at a meeting in the manner permitted by the Company’s Constitution.

All Shares rank equally in the event of a winding up, subject to any amount remaining unpaid on any Shares. Once all the liabilities of the Company are met, the liquidator may, with the sanction of a special resolution of the members, divide amongst the members all or any of the Company’s assets and for that purpose determine how the liquidator will carry out the division between the different classes of members.

VARIATION OF RIGHTS

If the Share capital is divided into different classes of Shares, the rights attached to any class may be varied or cancelled by a special resolution passed at a general meeting of the holders of Shares in that class or with the written consent of three quarters of the holders of Shares in that class.

DIVIDENDS

Dividends are payable upon the determination of the Directors, who may fi x the amount, time for payment and method of payment of dividends.

TRANSFER OF SHARES

Subject to the Corporations Act, Listing Rules and ASPL Settlement Rules, a Shareholder may transfer Shares by an instrument in writing in a form approved by the Directors. Except as otherwise provided for in the Listing Rules or the ASPL Settlement Rules, the Directors may in certain circumstances refuse to register any transfer of Shares, or request ASPL or the share registry to apply a holding lock to prevent a proper ASPL transfer of Shares.

MEETINGS AND NOTICE

Each Shareholder is entitled to receive notice of, and to attend, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the

UNMARKETABLE PARCELS

If a Shareholder holds a number of Shares that is less than a marketable parcel (as defi ned in the Listing Rules), the Company has the power to sell or dispose of such Shares unless otherwise instructed by the Shareholder. The net proceeds from the sale will be paid to the Shareholder.

ASX LISTING RULES

If the Company is admitted to the Offi cial List of ASX, then despite anything in the Constitution, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the Constitution to contain a provision or not to contain a provision the Constitution is deemed to contain that provision or not to contain that provision

118 NAVARRE MINERALS LIMITED / Prospectus

(as the case may be). If a provision of the Constitution is or becomes inconsistent with the Listing Rules, the Constitution is deemed not to contain that provision to the extent of the inconsistency.

15.2 Options

There are 2.15 million options to subscribe for Shares on issue held directly or indirectly as follows:

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Number
Expiry Exercise of
Date Price Options
----- End of picture text -----

Managing Director1	31 December 2014	20 cents	1,500,000
Non-executive Directors, including Chairman2	31 December 2014	25 cents	650,000
Employees	–	–	–
Total			2,150,000

1 Of the options granted, one-third is exercisable after 31 December 2011, one-third is exercisable after 31 December 2012 and one-third is exercisable after 31 December 2013.

• 2 These options are subject to shareholder approval. The vesting terms are one-half is exercisable after 31 December 2011 and one-half is exercisable after 31 December 2012.

The terms and conditions of the options are contained in the Company’s Employee Option Plan, summarised in Section 14.3.

15.3 Interest of persons

Other than as set out below or elsewhere in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus has, or has had within the two years before lodgement of this Prospectus with ASIC, any interest in:

• (a) the formation or promotion of Navarre;

• (b) any property acquired or proposed to be acquired by Navarre in connection with its formation or promotion or in connection with the Offer; or

• (c) the Offer, and no amounts have been paid or agreed to be paid and no benefi ts have been given or agreed to be given to any of those persons for services rendered by them in connection with the formation or promotion of the Company or the Offer.

AFS & Associates Pty Ltd will receive professional fees of approximately $10,000 (excluding GST) for accounting services in connection with this Prospectus including the provision of the Investigating Accountant’s Report. AFS & Associates Pty Ltd has not provided other professional services to the Company during the last two years other than the fi nancial accounts and income tax return for the year ended 30 June 2009.

Andrew Frewin & Stewart will receive professional fees of approximately $5,000 (excluding GST) for audit services in connection with the audit of the 2010 fi nancial statements contained in this Prospectus. Andrew Frewin & Stewart has not provided other professional services to the Company during the last two years.

Mining One Pty Ltd will receive professional fees of approximately $20,000 (excluding GST) for the provision of the Independent Geologist’s Report contained in this Prospectus. Mining One Pty Ltd has not provided other professional services to the Company during the last two years other than for preparation of a Geological Report for the purpose of inclusion in an earlier version of this Prospectus.

Tas Legal Pty Ltd will receive professional fees of approximately $5,000 (excluding GST) for the preparation of the Report on Mining Tenements contained in this Prospectus. Tas Legal Pty Ltd has not provided other professional services to the Company during the last two years.

Registries Limited has been appointed as Navarre’s share registry and will be paid for these services on normal commercial terms.

RMDSTEM Limited will receive professional fees of approximately $15,000 (excluding GST) for Company managerial services including the provision of company secretarial services provided by Mr Trevor Shard. Mr Shard has an interest in 915,000 Shares.

Mr Chris Carroll will receive professional fees of $40,000 (excluding GST) for provision of legal services. Mr Carroll has an interest in 100,000 Shares.

NAVARRE MINERALS LIMITED / Prospectus 119

15. ADDITIONAL INFORMATION continued

15.4 Consents

Each of the parties named as consenting parties in this Section:

• (a) does not make, or purport to make, any statement in this Prospectus or on which a statement made in this Prospectus is based other than as specifi ed in this Section; and

• (b) to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representation regarding, and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specifi ed in this Section.

Mining One Pty Ltd has given its written consent to the inclusion in Section 9 of this Prospectus of its Independent Geologist’s Report and to all statements to those reports in the form and context in which they appear and has not withdrawn such consent before lodgement of this Prospectus with the ASIC, but is not responsible for any other part of this Prospectus and has not authorised or caused the issue of any other part of this Prospectus.

Tas Legal Pty Ltd has given its written consent to the inclusion in Section 10 of this Prospectus of their Report on Tenements and to all statements referring to that report in the form and context in which they appear and has not withdrawn such consent before lodgement of this Prospectus with the ASIC, but is not responsible for any other part of this Prospectus and has not authorised or caused the issue of any other part of this Prospectus.

AFS & Associates Pty Ltd has given its written consent to be named in this Prospectus in the form and content in which it is named and to the inclusion in Section 12 of this Prospectus of its Investigating Accountant’s Report and to all statements referring to that report in the form and context in which they appear and has not withdrawn such consent before lodgement of this Prospectus with ASIC, but is not responsible for any other part of this Prospectus and has not authorised or caused the issue of any other part of this Prospectus.

Both Competent Persons referred to in Section 3.4 consent to the release of their technical information, this consent statement and to references in this Prospectus in the form and context in which they appear.

Each of the following has consented to being named in this Prospectus in the capacity as noted below and have not withdrawn such consent prior to the lodgement of this Prospectus with the ASIC:

• (a) Registries Limited as the Company’s share registry;

• (b) Anthony J Crawford, CODES, as Professor of Geology at the University of Tasmania consents to being quoted in this Prospectus;

• (c) Leviathan and Northgate as parties to the Tenement Sale Agreement;

• (d) Andrew Frewin & Stewart as the Company’s auditors;

• (e) Chris Carroll as the Company’s solicitor; and

• (f) Stonebridge Securities Limited as the Company’s Lead Manager.

but, except as expressly noted in this Prospectus, are not responsible for any part of this Prospectus and have not authorised or caused the issue of any other part of this Prospectus.

There are a number of persons referred to elsewhere in this Prospectus who are not experts and who have not made statements included in this Prospectus nor are there any statements made in this Prospectus on the basis of any statements made by those persons. These persons did not consent to being named in this Prospectus and did not authorise or cause the issue of this Prospectus.

120 NAVARRE MINERALS LIMITED / Prospectus

15.5 Expenses of the offer

It is estimated that Navarre will pay the following costs in connection with the preparation and issue of this Prospectus (exclusive of GST and assuming that $5,000,000 is raised):

==> picture [235 x 35] intentionally omitted <==

----- Start of picture text -----

Estimate
Service of Cost ($)
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Capital raising fees (assuming Full Subscription)	300,000
Legal fees	40,000
Independent Geologist’s Report	20,000
Independent Report on Tenements	10,000
Investigating Accountant’s Report	10,000
ASIC and ASX fees	25,000
Share Registry	20,000
Printing and mail	20,000
Other	35,000
Total	480,000

15.6 Taxation

The acquisition and disposal of Shares in Navarre will have tax consequences, which will differ depending on the individual fi nancial affairs of each investor. All potential investors in Navarre are urged to obtain independent fi nancial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

15.7 Litigation

The Company is not involved in any litigation or arbitration proceedings, nor, so far as the Directors are aware, are any such proceedings pending or threatened against the Company.

15.8 Electronic prospectus

Pursuant to Class Order 00/44 the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an Electronic Prospectus on the basis of a paper Prospectus lodged with the ASIC and the issue of Shares in response to an electronic application form, subject to compliance with certain provisions.

If you have received this Prospectus as an Electronic Prospectus please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please email the Company and the Company will send to you, for free, either a hard copy or a further electronic copy of this Prospectus or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the Electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. In such a case, the Application moneys received will be dealt with in accordance with Section 722 of the Corporations Act.

To the maximum extent permitted by law, Navarre, its offi cers and each of their respective advisers accept no liability or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

NAVARRE MINERALS LIMITED / Prospectus 121

15. ADDITIONAL INFORMATION continued

15.9 The directors’ statement

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in this Prospectus by other persons, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, that those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with ASIC, or to the Directors’ knowledge, before any issue of Shares pursuant to this Prospectus. This Prospectus is prepared on the basis that certain matters may reasonably be expected to be known to likely investors or their professional advisers.

Each of the Directors has consented to the lodgement of this Prospectus in accordance with Section 720 of the Corporations Act and has not withdrawn that consent.

Dated 24 December 2010

Signed for and on behalf of Navarre Minerals Limited

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Geoff McDermott Managing Director

122 NAVARRE MINERALS LIMITED / Prospectus

16. DEFINITIONS

The following defi nitions apply throughout this document unless the context requires otherwise.

Acqua-regia	A mixture of 3 parts hydrochloric acid and 1 part nitric acid; used to dissolve gold in the analytical process.
AEDT	Australian Eastern Daylight Time, Melbourne, Victoria.
AFS	AFS and Associates Pty Ltd (ABN 51 061 795 337).
Ag	Chemical symbol for silver.
Air core	A drilling technique in which either core samples or cuttings are recovered up the inside of the drill rods to minimize contamination from the wall of the hole.
Alluvial deposit	An accumulation of alluvium (sediment) containing valuable ore.
Alteration	Change in the mineralogical and chemical composition of a rock, generally produced by hydrothermal f uids or by weathering.
Andesite/andesitic	A dark coloured, f ne-grained, usually extrusive rock of intermediate composition.
Anomaly(ies)	Value higher or lower than the expected norm.
Applicant	A person who submits an Application.
Application	A valid application to subscribe for Shares.
Application Form	The application form attached to or accompanying this Prospectus.
Application Monies	Monies received by Navarre from Applicants.
ASIC	Australian Securities and Investments Commission.
Assay	A measure of the amount of metal in a sample.
ASPL	ASX Settlement Pty Ltd.
ASPL Settlement Rules	Settlement Rules of ASPL.
ASX	ASX Limited (ACN 008 624 691).
Au	Chemical symbol for gold.
Auditors	Andrew Frewin & Stewart (ABN 65 684 604 390).
Azimuth	Direction measured in degrees from north.
Basalt	A f ne-grained basic igneous rock.
Basement	Any rock below sedimentary basins or cover that are metamorphic or igneous in origin.
Base metal	Generally a non-ferrous metal inferior in value to the precious metals; usually and especially copper, lead, zinc, nickel.
Board	The Board of Directors unless the context indicates otherwise.
Breccia/brecciated	A coarse-grained rock consisting of angular broken rock fragments held together by a f ne grained matrix, distinct from conglomerate.

NAVARRE MINERALS LIMITED / Prospectus 123

16. DEFINITIONS continued

Business Day	A day other than a Saturday or Sunday on which banks are open for business in Melbourne, Victoria.
Cambrian	A geological time period from approximately 500 to 570 million years ago.
Chalcopyrite	One of the most widely distributed copper minerals.
CHESS	ASX Clear Pty Ltd Electronic Subregistry System.
Closing Date	The date on which the Offer closes, being 5.00pm on 4 February 2011.
CODES	University of Tasmania, Centre of Excellence in Ore Deposits.
Company	Navarre Minerals Limited (ABN 66 125 140 105).
Company Secretary	The duly appointed company secretary of Navarre as at the date of this Prospectus.
Constitution	Company’s constitution.
Corporations Act	The Corporations Act 2001 (Cth).
Cu	Chemical symbol for copper.
Directors	The duly appointed directors of Navarre as at the date of this Prospectus.
Dollars or $	Australian dollars unless otherwise stated.
DDH	A Diamond drill hole which usually produces solid rock as a core sample.
Deep lead	Gold-bearing gravels deeply covered with debris or lava f ows.
Earn In Right	The right of Leviathan to earn a 60% interest in EL 4897
Electromagnetic (“EM”)	A geophysical method employing the generation of electromagnetic waves at the earth’s surface. When the waves impinge on a conducting formation or sulf de rich body at depth they induce an electrical response that can be detected by instruments.
Electronic Prospectus	The electronic form of this Prospectus.
Employee Option Plan	A share option plan for the benef t of employees of the Company.
Exploration Licence or EL	Exploration licence granted under the Mineral Resources (Sustainable Development) Act 1990 (Vic).
Exploration Licence Application or ELA	Exploration licence subject to application for grant lodged but awaiting consideration by the Relevant Minister.
Exposure Period	The period of seven days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than seven (7) days pursuant to Section 727(3) of the Corporations Act.
Fault	A fracture or fracture zone along which there has been displacement of the sides relative to one another parallel to the fracture.
Felsic	Applied to an igneous rock containing an abundance of light coloured minerals such as quartz and feldspar.
Fold Belt	A somewhat linear or curvilinear group of rocks, of sub-continental scale, that have suffered a common history of deformation (folding) and other geological events, such as mineralisation.

124 NAVARRE MINERALS LIMITED / Prospectus

Footwall	The mass of rock underlying a mineral deposit.
g	gram.
GeoVic	Victorian department of Primary Industries, Explore Victoria Online service.
Gravity survey	An exploration method of measuring the differences in the gravitational f eld at a series of different locations over an area of interest.
Holy Host Horizon	A term used in Tasmania to describe a single stratigraphic or favourable interval in which the majority of VMS cluster deposits tend to occur.
Hydrothermal	Of or pertaining to hot water, to the actions of hot water or the products of this action, such as mineral deposit precipitation.
Independent Geologist	Tim Summons – Mining One Pty Ltd (ABN 36 044 001 136).
Independent Geologist’s Report	The report contained in Section 9 of this Prospectus prepared by Mining One Pty Ltd.
Indicated Mineral Resource	That part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of conf dence.
Induced polarisation (“IP”)	A surface electrical geophysical surveying method. New advances enables a surveying to be done in three dimensions 3D.
Initial Public Offering (“IPO”)	A corporation’s f rst offer to sell shares to the public.
Intermediate	An igneous rock that is transitional between basic (or maf c) and acid (or felsic).
Investigating Accountant	AFS & Associates Pty Ltd (ABN 51 061 795 337).
Investigating Accountant’s Report	The report contained in Section 12 prepared by AFS & Associates Pty Ltd.
JORC Code	Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves 2004 Edition.
Km	kilometre.
Leviathan	Leviathan Resources Limited (ACN 054 584 397).
LF	Landsborough Fault.
Listing Rules	Listing Rules of ASX.
m	Metre.
M	Million.
Maf c	Any igneous rock dominated by the silicates pyroxene, amphibole, olivine and mica.
Marine sediments	Sedimentary rocks deposited under sea water.
MGA	Map Grid of Australia.
Mineral Resource	An estimate of the size and quality of a mineral deposit.

NAVARRE MINERALS LIMITED / Prospectus 125

16. DEFINITIONS continued

Native Title	The recognition by Australian law that some Indigenous people have rights and interests to their land that come from their traditional laws and customs. The communal, group or individual rights and interests of Aboriginal peoples and Torres Strait Islanders based in traditional laws and customs and through which they have a connection with the land or waters.
Native Title Agreements	Native Title agreements with the Gunditjmara and Wotjobaluk people.
Navarre	Navarre Minerals Limited (ABN 66 125 140 105).
Northgate	Northgate Minerals Corporation of Canada, parent company to Northgate Australian Ventures Corporation Pty Ltd and Leviathan Resources Limited.
Nugget effect	See Nuggety Gold.
Nuggety Gold	A complex, erratic and localised distribution of gold developed commonly within vein-style gold deposits of central Victoria.
Offer	The invitation to apply for Shares under this Prospectus.
Offer Closing Date	5.00pm AEST on 4 February 2011.
Offer Period	The period commencing on the Opening Date and ending on the Closing Date.
Offer Price	$0.20.
Off cial List	The Off cial List of ASX.
Opening Date	The date on which the Offer opens for Application for Shares, being the 7 January 2011 or such other date as determined in accordance with Section 1.2.
Ordovician	A geological time period from approximately 440 to 500 million years ago.
Ore body	The general name for an accumulation of ore in any shape.
Orogenic gold deposit	Gold deposits associated with regionally metamorphosed terranes of all ages.
Ounce	troy ounce – 12 troy ounces = 1 Avoirdupois pound (lb), 1 oz = 31.103477 g.
Outcrop	Rock exposed to view at the surface and physically connected to solid rock at depth.
Petrographic	Study of rocks and conditions in which they form, composition and texture usually involves microscope studies.
Porphyry deposits	A class of mineral deposits- usually large disseminated low-grade bodies of copper ± gold ± molybdenum mineralisation associated with intrusion.
Precious metals	Includes gold, silver and the platinum group metals.
Prospectus	This prospectus dated 24 December 2010 and includes the electronic form of this Prospectus.
Pyrite	Common iron sulf de mineral (FeS2).
Quartz	A mineral composed of silicon and oxygen (SiO2).
Quartz reef	A lode or occurrence of primary gold mineralisation in quartz veins.
Quaternary	A geological time period from approximately 0 to 2 million years ago.

126 NAVARRE MINERALS LIMITED / Prospectus

Quotation	Quotation of the Shares on ASX.
Radiometric	Measurement of electromagnetic radiation in rocks and soils.
RC	Reverse Circulation – A percussion drilling technique in which the cuttings are recovered up the inside of the drill rods to minimize contamination from the wall of the hole.
Relevant Minister/Minister	Victorian Minister responsible for the Mineral Resources (Sustainable Development) Act 1990 (Vic).
Report on exploration Tenements	The report contained in Section 10 of this Prospectus.
Sandstone	A clastic sedimentary rock composed of sand sized grains.
Sericite	A f ne grained variety of mica.
Share	One fully paid ordinary share in the capital of Navarre.
Share Registry	Registries Limited (ABN 14 003 209 836).
Shareholder	A holder of Shares.
Silurian	A geological time period from approximately 395 to 440 million years ago.
Stockwork	A network of usually quartz veinlets diffused in the original rock.
Strike	Trend or direction of rock strata in a horizontal plane; to extend in that direction.
Sulf de	A mineral compound characterised by the linkage of sulphur with metal.
t	tonne – a metric tonne, 1 tonne = 1000 kilograms.
Tenement	A land use instrument issued by state governments for regulation of mineral exploration and mining.
Tenement Sale Agreement	An agreement dated 25 June 2008 between the Company and Leviathan as varied by a further agreement dated 26 October 2010 and as set out in more detail in Section 14.1.
Unconformable(-y)	Lack of parallelism between rock strata in sequential contact, caused by a time break in sedimentation.
Vein	A distinct sheet-like body of crystallized minerals within a rock.
VMS	Volcanic-hosted massive sulf de deposit.
Volcaniclastic	A clastic rock containing material derived from volcanic source rocks.
Volcanics	A rock formed in, or derived from volcanoes.
Zn	Chemical symbol for Zinc.

NAVARRE MINERALS LIMITED / Prospectus 127

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128 NAVARRE MINERALS LIMITED / Prospectus

DESIGN: COLLIER & ASSOCIATES THE STRATEGIC DESIGN COMPANY #15508

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ABN 66 125 140 105