AUREKA LIMITED — Capital/Financing Update 2015

Feb 11, 2015

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12 February 2015

Entitlement Offer

Cleansing Notice under section 708AA(2)(f) of the Corporations Act

This notice is given by Navarre Minerals Limited ( Navarre or the Company ) under section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Act ) as notionally modified by Australian Securities and Investments Commission ( ASIC ) Class Order 08/35.

Navarre has announced on 12 February 2015 a non-renounceable entitlement offer ( Entitlement Offer ) of 1 fully paid Navarre ordinary share ( New Shares ) for every 4 existing ordinary Navarre share held by eligible shareholders as at 7.00pm (Melbourne time) on 18 February 2015 ( Record Date ).

Eligible shareholders may, in addition to taking up their entitlements in full, apply for additional shares ( Additional Shares ) in excess of their entitlements at the same price as under the Entitlement Offer ( Top-Up Facility ). Additional Shares will only be available where there is a shortfall between applications received from eligible shareholders and the number of New Shares ( Shortfall ).

Navarre advises that:

1. the New Shares to be issued pursuant to the Entitlement Offer will be offered for issue without disclosure under Part 6D.2 of the Act;

2. this notice is being given under section 708AA(2)(f) of the Act;

3. as at the date of this notice, Navarre has complied with:

4. (a) the provisions of Chapter 2M of the Act as they apply to Navarre; and

5. (b) section 674 of the Act; and

6. as at the date of this notice, there is no excluded information, other than that disclosed below, of the type referred to in sections 708AA(8) and 708AA(9) of the Act as notionally modified by ASIC that is required to be set out in this notice:

From previous announcements made by the Company, shareholders will be aware that AusIndustry has commenced a review in respect of the Company’s registration under the Federal Government’s Research and Development Tax Incentive Program for the 2011/12 financial year and that that review is ongoing. The Company also now discloses that the Company was recently made aware by AusIndustry that the Company’s registration is considered to have a high risk of non-compliance with the eligibility requirements of the Program. The Company and its external R&D tax consultants continue to believe that its registration is in compliance with requirements of the Program and, with the support of its external R&D tax consultants, is therefore preparing additional information in support of the Company’s registration and will work with AusIndustry on the next steps in the review process.

Navarre Minerals Limited | ABN 66 125 140 105 40 - 44 Wimmera Street | PO Box 385 | Stawell VIC 3380 Australia t +61 3 5358 8625 e info@navarre.com.au | w navarre.com.au

1. the potential effect the Entitlement Offer will have on the control of Navarre is as follows:

2. (a) If all eligible shareholders take up their entitlement to New Shares, the Entitlement Offer will have no effect on the control of Navarre as shareholders would continue to hold the same percentage interest in Navarre.*

3. (b) In the more likely event that some eligible shareholders do not take up their full entitlement, those shareholders’ percentage holdings in Navarre will be diluted by those other shareholders who take up some, all or more than their entitlement (ie. by subscribing for Additional Shares under the Top-Up Facility).

4. (c) The proportional interests of shareholders who are not eligible to apply for New Shares under the Entitlement Offer will be diluted because such shareholders are not entitled to participate in the Entitlement Offer.

5. (d) If all known substantial shareholders of Navarre were to take up their full entitlements under the Entitlement Offer, the maximum voting power of all known substantial shareholders of Navarre at the date of this notice (assuming no change to those shareholdings prior to the close of the Entitlement Offer and assuming that no other Eligible Shareholders take up their entitlements under the Entitlement Offer, although this is not yet determined) both currently and following the Entitlement Offer would be as set out in the table below:

Substantial shareholder	Current number of shares over which holder has voting power	Current voting percentage	Maximum possible number of shares over which holder may have voting power following the Entitlement Offer	Maximum possible voting percentage
Crocodile Gold Australia Pty Ltd	9,802,606	13.5%	12,253,263	15.8%
Mr Geoffrey McDermott (including New Chum Holdings Pty Ltd & others)	5,055,013	7.0%	6,318,767	8.2%
Mr Kevin John Wilson	4,697,944	6.5%	5,872,430	7.6%

By order of the Board:

Jane Nosworthy Company Secretary Navarre Minerals Limited

• It is assumed that no Navarre optionholders will exercise any of their options to acquire ordinary shares in Navarre before the record date so as to participate in the Offer.

Navarre Minerals Limited | ABN 66 125 140 105 40 - 44 Wimmera Street | PO Box 385 | Stawell VIC 3380 Australia t +61 3 5358 8625 e info@navarre.com.au | w navarre.com.au

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Navarre Minerals Limited

ABN

66 125 140 105

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid ordinary shares
	The Company expects to issue up to 18,151,913 ordinary shares pursuant to a one for four partially underwritten non-renounceable entitlement offer, subject to the reconciliation of entitlements and rounding.
	Fully paid ordinary shares

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	Yes, the new fully paid ordinary shares will rank equally in all respects with the existing fully paid ordinary shares from the date of allotment.
	$0.03 per share
	Funds raised under the entitlement offer (after payment of costs and expenses) will be applied to advancing exploration on the Company’s Tatyoon Gold Project & ongoing working capital requirements.
	Yes
	21 November 2014
	4,615,384

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)		Nil	Nil
		Nil
		Up to 18,151,913 fully paid ordinary shares (the subject of this Appendix 3B)
		N/A
		N/A
		8,306,198 (rule 7) 8,614,388 (rule 7.1A) 16,920,586 (total) See Annexure 1 (Note – the above assumes the entitlement offer is fully subscribed)
		19 March 2015
		Number	+Class
		90,759,566	Fully paid ordinary shares

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	300,000 40,000 400,000 400,000 250,000 400,000 100,000 175,000	$0.30 options (expire 31/12/16) $0.30 options (expire 30/6/17) $0.30 options (expire 31/12/15) $0.35 options (expire 31/12/15) $0.25 options (expire 31/12/15) $0.15 options (expire 31/12/17) $0.15 options (expire 31/12/17) $0.10 options (expire 31/12/18)
	The Company does not presently have a formal dividend policy.

Part 2 - Pro rata issue

art 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements	No
	Non-renounceable
	1 new fully paid ordinary share for every 4 existing shares held at the Record Date with the abilityto applyfor additional shares
	Fully paid ordinary shares
	18 February 2015 (7.00pm Melbourne time)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	No
	Fractions will be rounded up to the nearest whole number
	All countries other than Australia and New Zealand, unless otherwise determined by the directors
	13 March 2015 (5.00pm Melbourne time)
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	19 February 2015
	13 February 2015
	N/A
	N/A
	N/A
	N/A
	N/A
	19 March 2015

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one )

• (a)  +Securities described in Part 1

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38	Number of+securities for which
	+quotation is sought
39	+Class of+securities for which
	quotation is sought
40	Do the+securities rank equally in
	all respects from the+issue date
	with an existing+class of quoted
	+securities?
	If the additional+securities do not
	rank equally, please state:
	 the date from which they do
	 the extent to which they
	participate for the next
	dividend, (in the case of a trust,
	distribution) or interest
	payment
	 the extent to which they do not
	rank equally, other than in
	relation to the next dividend,
	distribution or interest
	payment
41	Reason for request for quotation
	now
	Example: In the case of restricted securities, end
	of restriction period
	(if issued upon conversion of
	another+security, clearly identify
	that other+security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 12 February 2015 (Company secretary)

Print name: Jane Nosworthy

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 59,622,973
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary 8,369,296 (issue of fully paid ordinary
securities issued in that 12 month shares under 2014 Share Purchase Plan)
period under an exception in rule 7.2
18,151,913 (shares the subject of this
• Number of fully paid [+] ordinary Appendix 3B)
securities issued in that 12 month
period with shareholder approval
Nil
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period Nil
Note:
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid Nil
+ ordinary securities cancelled during that
12 month period
“A” 86,143,882
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”
“B”	0.15
	[Note: this value cannot be changed]
Multiply“A” by 0.15	12,921,582
Step 3: Calculate “C”, the amount	of placement capacity under rule
7.1 that has already been used
Insertnumber of+equity securities issued	4,615,384 (issue of fully paid ordinary
or agreed to be issued in that 12 month	shares under a placement)
period_not counting_those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under
rule 7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items

• Insert number of[+] equity securities issued 4,615,384 (issue of fully paid ordinary or agreed to be issued in that 12 month shares under a placement) period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4

• Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C” 4,615,384

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

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“A” x 0.15 12,921,582
Note: number must be same as shown in
Step 2
Subtract “C” 4,615,384
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 8,306,198
[Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

art 2	art 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	86,143,882
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	8,614,388
Step 3: Calculate “E”, the amount 7.1A that has already been used	of placement capacity under rule
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	Nil
“E”	Nil

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	8,614,388
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	8,614,388 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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