AUREKA LIMITED — Capital/Financing Update 2017

Jun 8, 2017

ASX Announcement 9 June 2017

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Navarre Minerals Limited
ABN 66 125 140 105 Navarre Minerals Limited
ABN 66 125 140 105
ASX Code: NML
ASX Code: NML
Corporate Details
Corporate Details
Issued capital:
173.9M ordinary shares Issued capital:
36.1M unlisted options 173.9M ordinary shares
36.1M unlisted options
Directors & Management:
Kevin Wilson Directors & Management:
(Non-Executive Chairman) Kevin Wilson
(Non-Executive Chairman) Geoff McDermott
(Managing Director) Geoff McDermott
(Managing Director) John Dorward
(Non-Executive Director) John Dorward
(Non-Executive Director)
Colin Naylor
(Non-Executive Director) Colin Naylor
(Non-Executive Director)
Jane Nosworthy
(Company Secretary) Jane Nosworthy
(Company Secretary) Shane Mele
(Exploration Manager) Shane Mele
(Exploration Manager)
Contact Details
Contact Details
Geoff McDermott
Geoff McDermott
Managing Director
Managing Director
Navarre Minerals Limited
Navarre Minerals Limited
40 - 44 Wimmera Street
40 – 44 Wimmera Street
Stawell VIC 3380
Stawell VIC 3380
Australia
Australia
PO Box 385
PO Box 385
Stawell VIC 3380
Stawell VIC 3380
Australia
Australia
Tel: +61 (0)3 5358 8625
Tel: +61 (0)3 5358 8625
Email: Email: info@navarre.com.au info@navarre.com.au
Website: Website: www.navarre.com.au www.navarre.com.au
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Despatch of Entitlement Offer documents

Further to its announcements of 1 June 2017, Navarre Minerals Limited (ASX Code: NML) ( Navarre ) advises that an Information Booklet relating to its pro rata, non-renounceable entitlement offer ( Entitlement Offer ), together with personalised Entitlement and Acceptance Forms, will be despatched to eligible shareholders today. Attached is a copy of the Information Booklet and a sample Entitlement and Acceptance Form.

The Entitlement Offer is an offer of approximately 34.7 million new fully paid ordinary shares in Navarre ( New Shares ) on the basis of 1 New Share for every 5 existing shares held by eligible shareholders on the record date of 7 June 2017 at an issue price of $0.03 per New Share to raise up to approximately $1.04 million (before costs).

The Entitlement Offer opens today, Friday 9 June 2017, and closes on Friday 23 June 2017 at 5.00pm AEST.

Eligible shareholders who have selected electronic communication as their preferred method of communication from the Company’s share registry, Boardroom Pty Limited, will receive an email regarding their Entitlement Offer documents. All other eligible shareholders will receive their documents by post.

The Company also advises that all eligible shareholders can access their personalised Entitlement and Acceptance Form through the share registry’s ‘InvestorServe’ portal at http://www.investorserve.com.au. Forms will be available in the ‘Online Statements/Advices’ section of the ‘My Portfolio’ menu.

- ENDS -

For further information, please visit www.navarre.com.au or contact:

Jane Nosworthy Company Secretary E: jnosworthy@navarre.com.au T: +61 (0)3 5358 8625

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

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NAVARRE MINERALS LIMITED ABN 66 125 140 105

Entitlement Offer Information Booklet

Details of a 1 for 5 non-renounceable pro-rata entitlement offer of ordinary shares in Navarre Minerals Limited at an issue price of $0.03 per share, with the ability to apply for additional shares

This is an important document and should be read in its entirety. If you have any doubts as to what you should do, you should seek advice from your stockbroker, accountant, solicitor or other professional adviser.

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

Important information

Introduction

This Information Booklet has been prepared by Navarre Minerals Limited ( Navarre or the Company ) and is dated 9 June 2017. It is an important document and requires your immediate attention. It should be read in its entirety.

The Offer is made in accordance with section 708AA of the Corporations Act (as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84) which permits companies to conduct rights issues without preparing a prospectus and lodging it with ASIC, provided certain conditions are satisfied.

Your investment decision regarding the Offer should be based on the information contained in this Information Booklet, announcements made to ASX by the Company and other information available on the Company’s website at www.navarre.com.au. This Information Booklet is not financial product advice, does not purport to contain all the information that you may require in evaluating a possible acquisition of New Shares in Navarre and has been prepared without taking into account the investment objectives, financial circumstances or particular needs of you or any other person. If you have any questions as to whether participation in the Offer is appropriate having regard to your particular circumstances, or any queries on the specific consequences for you as a result of such participation, you should contact your stockbroker, accountant or other professional adviser.

Section 1 of this Information Booklet contains detailed information on how to apply for New Shares under the Offer. You should read this information carefully.

If you do not take up your Entitlement under the Offer (in whole or in part), you will not receive any payment or value for your Entitlement. In particular, as the Offer is non-renounceable, you will not be able to sell your Entitlement on ASX.

Definitions, currency and time

Certain terms and abbreviations used in this Information Booklet have defined meanings which are explained in the Glossary.

All financial amounts shown in this Information Booklet are in Australian dollars unless otherwise stated.

All times and dates refer to Australian Eastern Standard time.

Forward looking statements

This Information Booklet may contain certain forward looking statements. The words anticipate, believe, expect, project, forecast, estimate, opportunity, likely, plan, intend, aim, seek, should, could, will, may and other similar expressions are intended to identify forward-looking statements. Despite being based on the Company's current expectations about future events, forward-looking statements are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of Navarre and the Directors. These known and unknown risks, uncertainties and assumptions could cause actual results, performance or achievements to materially differ from future results, performance or achievements expressed or implied by forward-looking statements in this Information Booklet. These risks, uncertainties and assumptions include, but are not limited to, the risks outlined in section 4 of this Information Booklet.

No overseas offering

This Information Booklet has been prepared to comply with the requirements of the securities laws of the Commonwealth of Australia. The New Shares being offered under this Information Booklet are also being offered to Eligible Shareholders with registered addresses in New Zealand in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016. This Information Booklet is not a product disclosure statement under New Zealand law and may not contain all the information that a

product disclosure statement under New Zealand law is required to contain.

Subject to the previous paragraph, no action has been taken to register or qualify the Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia.

This Information Booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. Subject to the previous paragraph, no action has been taken to register the New Shares or otherwise permit a public offering of the New Shares in any jurisdiction other than Australia and New Zealand.

The distribution of this Information Booklet (including an electronic copy) outside Australia and New Zealand is restricted by law. If you come into possession of this Information Booklet, you should observe such restrictions and seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

The following selling restrictions relate to the issue of New Shares under the Offer:

United States

This Information Booklet does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or to any person who is, or is acting for the account or benefit of, a US Person. Neither the Entitlements nor the New Shares have been, or will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or otherwise transferred except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable securities laws.

New Zealand

This Information Booklet has not been registered, filed with or approved by any New Zealand regulatory authority under or in connection with the Financial Markets Conduct Act 2013. In accordance with relevant New Zealand securities laws, a person who, on the Record Date, was registered as a holder of Shares with a New Zealand address but who at the time the Offer opens no longer holds Shares, is not eligible to participate in the Offer.

Disclaimer of representations

No person is authorised to provide any information, or to make any representation, in connection with the Offer that is not contained in this Information Booklet. Any information or representation that is not in this Information Booklet may not be relied on as having been authorised by Navarre in connection with the Offer. Except as required by law, and only to the extent so required, none of Navarre or any other person warrants or guarantees the future performance of Navarre or any return on any investment in New Shares.

Contents

	Chairman’s letter	3
	1. How to Apply	4
	2. Key Offer Dates	6
	3. Details of the Offer	6
	4. Risk Factors	10
	5. Additional Information	14
	6. Glossary	17

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

9 June 2017

Dear Shareholder

Navarre Minerals Limited’s Non-Renounceable 1-for-5 Entitlement Offer

On behalf of the directors of Navarre Minerals Limited ( Navarre or the Company ), I am pleased to invite you to participate in a pro rata, non-renounceable entitlement offer (the Offer ) of approximately 34.7 million new ordinary shares in Navarre ( New Shares ) at an offer price of $0.03 per New Share to raise up to approximately $1.04 million before costs.

The Company plans to deploy the funds raised from the Offer towards:

• future exploration and evaluation activities on our Irvine Gold Project, located within the historic Ararat Goldfield in western Victoria, including:

• petrographic analysis of Resolution Lode gold mineralisation recovered from recent diamond core drilling; and

• scout air-core drill testing of several new geochemical and geophysical targets with similar signatures to the Resolution Lode; and

• general corporate expenses, working capital and Offer costs.

More information about the exploration program is provided in an investor presentation that was posted to the Navarre and Australian Securities Exchange ( ASX ) websites on 1 June 2017.

Terms of the Offer

In accordance with the terms of this Information Booklet, Eligible Shareholders have the opportunity to subscribe for 1 New Share for every 5 existing Shares held on the Record Date, at a price of $0.03 per New Share. This Issue Price represents a discount of 19% to the volume weighted average price of Shares on ASX over the 30 trading days immediately prior to the announcement of the Offer on 1 June 2017 (being $0.037).

Importantly, Eligible Shareholders may also apply for New Shares in excess of their Entitlement, through the Top-Up Offer. There is, however, no guarantee of the number of New Shares (if any) that will be available for Eligible Shareholders to take up in addition to their Entitlement. The Directors reserve the right to satisfy applications under the Top-Up Offer at their sole discretion. Please refer to section 3.6 for full details.

The Offer closes at 5.00pm (AEST) on Friday 23 June 2017. To participate in the Offer, you must ensure that Applications for New Shares are received in accordance with the Entitlement and Acceptance Form on or before this date, otherwise your Entitlement will lapse. Details on how to apply are set out in section 1 of this Information Booklet.

The directors of Navarre are all participating in the Offer.

Offer documentation

This Information Booklet contains important information, including instructions on how to apply, including how to accept all or part of your Entitlement (see ‘How to Apply’) and key dates for the Offer. It is accompanied by a personalised Entitlement and Acceptance Form which details your Entitlement, to be completed in accordance with the instructions provided.

Before deciding whether to participate in the Offer, we encourage you to read this Information Booklet in full, keeping in mind your own level of risk tolerance and financial position, and to consult your stockbroker, accountant or other independent professional adviser if you are uncertain about whether to participate in the Offer.

If you are an Eligible Shareholder, I commend this Offer to you and encourage you to consider participating in the Offer in support of the Company and its strategy.

Yours sincerely

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Kevin Wilson Chairman

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1. How to Apply

• 1.1 Please read the whole of this Information Booklet including the Entitlement and Acceptance Form and other information made available.

The Offer is being made pursuant to section 708AA of the Corporations Act (as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84) which allows rights issues to offered without a prospectus, provided certain conditions are satisfied. As a result, the Offer is not being made under a prospectus and it is important for Eligible Shareholders to read and understand the publicly available information on Navarre and the Offer prior to taking up all or part of their Entitlement (as well as any additional New Shares under the TopUp Offer). In particular, please refer to the Offer Documents, Navarre’s annual reports, half yearly reports and other announcements made available at www.navarre.com.au and www.asx.com.au .

• 1.2 Consider the Offer in light of your particular investment objectives and circumstances.

Please consult with your stockbroker, accountant or other independent professional adviser if you have any queries or are uncertain about any aspect of the Offer. In particular, please refer to section 4 of this Information Booklet which describes some of the key risks in relation to an investment in Navarre.

1.3 Who is eligible to participate?

The Offer is being extended to Eligible Shareholders who are Shareholders that meet all of the following criteria:

• they were registered as a holder of Shares at 7.00pm (AEST) on the Record Date of Wednesday 7 June 2017;

• they have a registered address in Australia or New Zealand;

• they are not in the United States or a US Person or acting for the account or benefit of such persons; and

• they are eligible under all applicable securities laws to receive an offer under the Offer.

By returning a completed Entitlement and Acceptance Form, or making a payment by BPAY, you will be taken to have represented and warranted that you satisfy each of the above criteria.

Navarre reserves the right to reject any Application that it believes comes from a person who is not an Eligible Shareholder.

1.4 What Eligible Shareholders may do

If you are an Eligible Shareholder, you may do any of the following:

• take up all of your Entitlement;

• take up all of your Entitlement AND apply for additional New Shares under the Top-Up Offer under the Top-Up Offer;

• take up part of your Entitlement; or

• do nothing and allow your Entitlement to lapse.

Further information is provided below.

Shareholders who do not take up their Entitlements in full will not receive any payment or value for those Entitlements they do not take up. Shareholders who do not take up their Entitlements in full will have their percentage interest in Navarre reduced.

• 1.5 Pay by BPAY or complete and return the accompanying Entitlement and Acceptance Form

If you decide to participate in the Offer, Navarre encourages payment via BPAY if possible.

You may participate by making payment via BPAY in accordance with the instructions set out on your personalised Entitlement and Acceptance Form (which includes the biller code and your unique customer reference number).

Alternatively, you may complete and return your personalised Entitlement and Acceptance Form and attach payment by following the instructions set out on the Entitlement and Acceptance Form. If you take no action, you will not be allocated any New Shares.

The issue of New Shares is scheduled to occur on or about 30 June 2017. Navarre reserves the right to change dates in relation to the Offer without prior notice to Shareholders.

1.6 Acceptance of the Offer

You may take up all or part of your Entitlement (and apply for additional New Shares under the Top-Up Offer, if you wish to do so):

• by paying by BPAY (see below for details); or

• by completing and returning your personalised Entitlement and Acceptance Form and attaching payment.

Paying by BPAY

If your payment is being made by BPAY:

• you do not need to submit the personalised Entitlement and Acceptance Form but you are taken to make each of the statements and representations on that form;

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• if you subscribe for less than your Entitlement or do not pay for your full Entitlement, you are taken to have accepted your Entitlement in respect of such lower number of whole New Shares as your Application Monies will cover; and

• it is your responsibility to ensure that your BPAY payment is received by the Registry prior to the closing time for the Offer. You should be aware that your financial institution may implement earlier cut-off times for electronic payments, and you should take this into consideration when making a BPAY payment.

No interest will be paid to applicants on any payment received or refunded.

Paying by cheque/bank draft/money order

Your completed Entitlement and Acceptance Form must be accompanied by a cheque, bank draft or money order in Australian currency for the amount of your Application Monies, payable to ‘Navarre Minerals Limited’ and crossed ‘Not Negotiable’.

You should ensure that sufficient funds are held in relevant accounts to cover the Application Monies. If the amount of your cheque for the Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your Entitlement and Acceptance Form, you will be taken to have applied for such lower number of whole New Shares as your cleared Application Monies will pay for (and to have specified that number of New Shares on your Entitlement and Acceptance Form). Alternatively, your Application will not be accepted.

1.7 Top-Up Offer

If you have applied for your full Entitlement, you may wish to apply under the Top-Up Offer for more New Shares than the number shown on your Entitlement and Acceptance Form. Applications for New Shares under the Top-Up Offer may be considered if, and to the extent that, not all Eligible Shareholders take up their full Entitlements. The issue of New Shares to Eligible Shareholders under the Top-Up Offer will be at the sole and complete discretion of the Directors and a scale-back policy may apply. There is no guarantee that any Applications under the Top-Up Offer will be successful. If Eligible Shareholders are allocated a lesser number of New Shares than applied for under the Top-Up Offer, or are allocated no New Shares at all, excess Application Monies will be refunded without interest.

No Eligible Shareholder will be permitted to increase its relevant interest to more than 19.9% of Shares by

applying for additional New Shares under the Top-Up Offer.

If you wish to subscribe for New Shares under the Top-Up Offer in addition to your full Entitlement, you should complete the relevant section of the Entitlement and Acceptance Form and make payment for your full Entitlement plus the number of additional New Shares applied for (at the Issue Price of $0.03 per New Share).

If you are paying by BPAY:

• you do not need to submit your personalised Entitlement and Acceptance Form, but you are taken to make each of the statements and representations on that form; and

• if your payment exceeds the amount payable for your full Entitlement, the excess amount will be taken to be an Application for additional New Shares under the Top-Up Offer.

1.8 Closing time for applications under the Offer

The Offer closes at 5.00pm (AEST) on Friday 23 June 2017. The Top-Up Offer closes at the same time.

If your payment is being made by BPAY, you do not need to return the personalised Entitlement and Acceptance Form but you do need to ensure that your BPAY payment is received prior to the closing time for the Offer.

If you are making payment other than by BPAY, your payment must be received by the Registry by the closing time for the Offer. Your completed Entitlement and Acceptance Form, together with your Application Monies, should be mailed or delivered to:

Navarre Minerals Limited

c/ Boardroom Pty Limited GPO Box 3993 SYDNEY NSW 2001

A reply paid envelope is included with this Information Booklet.

• 1.9 If you wish to do nothing and allow your Entitlement to lapse

If you do not wish to take up your Entitlement, you can simply do nothing.

If your completed Entitlement and Acceptance Form has not been received by the Registry, or your BPAY payment has not been received by the Registry from your financial institution, by 5.00pm (AEST) on the closing date of 23 June 2017, you will be taken to have decided not to participate in the Offer and your Entitlement will lapse.

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2. Key offer dates*

Event	Date
Announcement of Offer	Thursday 1 June 2017
Record Date for determining Entitlements to subscribe for	Wednesday 7 June 2017
New Shares	(7.00pm AEST)
Opening Date for the Offer	Friday 9 June 2017
Closing Date for the Offer	Friday 23 June 2017
	(5.00pm AEST)
New Shares quoted on a deferred settlement basis	Monday 26 June 2017
Issue of New Shares & despatch of holding statements	Friday 30 June 2017
Normal trading of New Shares on ASX	Monday 3 July 2017

Navarre reserves the right, subject to the Corporations Act, the ASX Listing Rules and other applicable laws, to vary the dates of the Offer, including extending the Offer or accepting late Applications, either generally or in particular cases, at their discretion without prior notice. Accordingly, applicants are encouraged to submit their Application as soon as possible after the Offer opens.

The Directors also reserve the right not to proceed with the whole or part of the Offer at any time prior to allotment. In that event, relevant Application Monies will be returned without interest.

3. Details of the Offer

3.1 Introduction

The Offer is a pro-rata, non-renounceable entitlement offer to Eligible Shareholders to subscribe for one (1) New Share for every five (5) Shares held on the Record Date at an issue price of $0.03 per New Share.

As the Offer is non-renounceable, Shareholders who do not take up their Entitlement will not receive any payment or value for that Entitlement, and their proportionate equity interest in the Company will be diluted.

A maximum of approximately 34,785,527 New Shares will be issued under the Offer, raising up to approximately $1,043,565 before taking into account the expenses of the Offer. The exact numbers will depend on rounding in the calculation of individual Entitlements.

New Shares issued pursuant to the Offer will be fully paid and rank equally with existing Shares on issue. However, the New Shares will be allotted after the record date (31 May 2017) for the distribution of exploration credits pursuant to the Federal Government’s Exploration Development Incentive scheme in respect of eligible exploration expenditure by the Company in the financial year ended 30 June 2016. Therefore, the New Shares will not be eligible to participate in the distribution of exploration credits to Shareholders that is expected to occur on 30 June 2017.

3.2 Purpose of the Offer

Based on the information known to the Directors as at the date of this Information Booklet, it is proposed that the funds raised under the Offer will be used as follows:

• (a) future exploration and evaluation activities on Navarre’s 100%-owned Irvine Gold Project, located within the historic Ararat Goldfield in western Victoria;

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• (b) provide funds to supplement the working capital reserves of the Company; and

• (c) meet the costs and expenses associated with the Offer.

3.3 Eligible Shareholders

To qualify for the Offer, a Shareholder must be an Eligible Shareholder, which is a holder of Shares who:

• (a) is registered as a Shareholder at 7.00pm (AEST) on the Record Date;

• (b) has an address in Australia or New Zealand as recorded on the Company’s share register as at the Record Date;

• (c) is not in the United States, is not a US Person and is not acting for the account or benefit of a US Person; and

• (d) is eligible under all applicable securities laws to receive an offer under the Offer without any requirement for a prospectus, disclosure document or any lodgement, filling, registration or qualification.

If you are an Eligible Shareholder, the number of New Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form. If you have more than one registered holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have a separate Entitlement for each separate holding.

3.4 Calculation of Entitlements

Where fractions arise in the calculation of individual Entitlements, they will be rounded up to the nearest whole number of New Shares.

3.5 Opening and Closing Dates

The Offer opens at 9.00am (AEST) on Friday 9 June 2017.

The Company will accept Entitlement and Acceptance Forms and attached Application Monies, or Application Monies submitted via BPAY in accordance with the instructions on the Entitlement and Acceptance Form, until 5.00pm (AEST) on Friday 23 June 2017, subject to the Directors, in their absolute discretion, varying the Closing Date in accordance with the Corporations Act and the ASX Listing Rules.

3.6 Top-Up Offer

Eligible Shareholders may also participate in a further discretionary offer of New Shares, being the New Shares offered under the Offer that are not taken up by the Closing Date ( Top-Up Offer ). Eligible Shareholders should note that:

• (a) the Top-Up Offer is only made to Eligible Shareholders who have taken up all of their Entitlements;

• (b) there is no guarantee that any Application in the Top-Up Offer will be successful and the Directors may scale back applications for additional New Shares under the Top-Up Offer, or decide not to allocate any additional New Shares to Eligible Shareholders under the Top-Up Offer, in either case at their sole and complete discretion;

• (c) the Directors reserve the right to issue any shortfall by way of the Top-Up Offer or by other means and reserve the right to satisfy Applications in the Top-Up Offer at their sole and complete discretion;

• (d) the Top-Up Offer has the same Closing Date as the Offer;

• (e) the issue price of New Shares under the Top-Up Offer is the Issue Price; and

• (f) the Directors will not issue New Shares under the Top-Up Offer where to do so would result in a breach of the Constitution, the Corporations Act or the ASX Listing Rules.

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If any shortfall remains after allocation of the New Shares to Eligible Shareholders pursuant to the Top-Up Offer, the Directors reserve the right to place the shortfall at their discretion within 3 months following the close of the Offer.

Eligible Shareholders who are unsuccessful in the Top-Up Offer or whose Application is only part accepted will have their excess Application Monies returned as soon as practicable after the Closing Date.

3.7 Issue of New Shares

The Company expects that the New Shares will be issued, and confirmation of the issue of the New Shares will be despatched, on 30 June 2017.

It is the responsibility of Eligible Shareholders to confirm their final allocation before trading in New Shares. Any person who sells New Shares before receiving confirmation of their holding, in the form of their holding statement, does so at their own risk. Navarre and the Registry disclaim all liability, whether in negligence or otherwise, to any person who trades in New Shares before receiving their holding statement.

3.8 Quotation and trading

Navarre will apply to ASX for the official quotation of the New Shares in accordance with the ASX Listing Rules. Subject to approval being granted by ASX, it is expected that normal trading of New Shares will commence on 3 July 2017. The fact that ASX may grant official quotation of the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares.

If permission for quotation is not granted by ASX, the New Shares will not be issued and Application Monies will be refunded (without interest) as soon as is practicable.

3.9 No brokerage

Shareholders who participate in the Offer will not be charged brokerage or commissions.

3.10 No cooling off period

Cooling off rights do not apply to an investment in New Shares under the Offer. You cannot withdraw an application for New Shares once it has been accepted.

3.11 No rights trading

Your Entitlement to New Shares under the Offer is non-renounceable. Accordingly, there will be no entitlements trading on ASX and you may not dispose of any of your Entitlement to any other party.

If you take no action in relation to the Offer, you will not be allocated any New Shares and your Entitlement will lapse.

3.12 Effect of Offer on Navarre

The effect of the Offer on the capital structure of the Company, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date, will be as follows:

Shares	Number
Shares on issue as at 1 June 2017 (the day of the Offer announcement)	173,927,635
Maximum number of New Shares to be issued under the Offer (subject to rounding)	34,785,527
Maximum Shares on issue after completion of the Offer	208,713,162

The Company also has 36,127,617 unquoted Options on issue as at 1 June 2017, of which 34,177,617 may be exercised prior to the Record Date in order to participate in the Offer. No new Options will be issued in connection with the Offer.

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3.13 Potential effect of the Offer on control of the Company

The Offer is a pro-rata offer so that if all Eligible Shareholders take up their Entitlements under the Offer, and none of the Option holders exercise their Options and participate in the Offer, the voting power of all Eligible Shareholders will remain the same. In that case, there will be no actual or potential effect or consequences arising from the Offer on control of the Company.

If some Eligible Shareholders do not take up all of their Entitlements under the Offer, there will be a dilutionary effect on that Shareholder’s proportional voting power.

Additionally, the voting power of Shareholders with registered addresses outside of Australia and New Zealand will be diluted following completion of the Offer because such Shareholders are not entitled to participate in the Offer.

The Company does not expect there to be any material change to the percentage shareholdings of known substantial shareholders of Navarre, as at the date of this Information Booklet, even if they were to take up their full Entitlements under the Offer. It is possible that there could be a more significant change to the percentage shareholdings of known substantial shareholders of Navarre if those shareholders were to apply for additional New Shares pursuant to the Top-Up Offer, but this will only occur if other Shareholders do not take up their full Entitlements under the Offer.

3.14 Foreign shareholders

The Offer is not being extended to any Shareholder with a registered address outside Australia or New Zealand. Navarre has determined that it is not economically viable for it to make offers to Shareholders with a registered address outside Australia or New Zealand, having regard to the cost of meeting compliance requirements with securities laws in each applicable jurisdiction, and the small number and value of New Shares that would be offered in such jurisdictions.

This Information Booklet does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register the New Shares or otherwise permit an offering of New Shares in any jurisdiction outside of Australia or New Zealand.

The distribution of this Information Booklet outside Australia or New Zealand may be restricted by law. If you come into possession of this Information Booklet, you should observe any such restrictions and seek your own advice on those restrictions. Where this Information Booklet has been dispatched to Shareholders with a registered address outside Australia and New Zealand and where the relevant jurisdictions laws prohibit or restrict in any way the making of the Offer, this Information Booklet is provided for information purposes only.

The return of a duly completed Entitlement and Acceptance Form with the requisite Application Monies, or making a payment of Application Monies by BPAY, will constitute a representation and a warranty by the applicant that there has been no breach of any such laws.

3.15 Nominees and custodians

The Offer is being made to all Eligible Shareholders. Nominees with registered addresses in Australia or New Zealand may also be able to participate in the Offer in respect of some or all of the beneficiaries on whose behalf they hold existing Shares, provided that the applicable beneficiary would satisfy the criteria for an Eligible Shareholder.

The Company is not required to determine whether or not any registered Shareholder is acting as a nominee or the identity or residence of any beneficial owners of Shares. Any Shareholder acting as a nominee for a foreign person must, in dealing with its beneficiary, assess whether indirect participation by the beneficiary in the Offer is compatible with applicable foreign laws.

Any person in the United States or any person that is, or is acting for the account or benefit of, a US Person with a holding through a nominee may not participate in the Offer and the nominee must not take up any Entitlement or send any materials into the United States or to any person that is, or is acting for the account or benefit of, a US Person.

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3.16 Warranties made on acceptance of the Offer

By making a payment by BPAY or by completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Monies, you will be deemed to have acknowledged, represented and warranted that you are an Eligible Shareholder. You will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:

• (a) you have read and understood this Information Booklet and your personalised Entitlement and Acceptance Form in their entirety;

• (b) you agree to be bound by the terms of the Offer, the provisions of this Information Booklet and the Constitution;

• (c) you authorise Navarre to register you as the holder(s) of the New Shares allotted to you;

• (d) you declare that all details and statements in the personalised Entitlement and Acceptance Form are complete and accurate (whether or not you return that Entitlement and Acceptance Form);

• (e) you understand that this Information Booklet is not a prospectus, does not contain all of the information that may require in order to assess an investment in Navarre and is given in the context of Navarre’s past and ongoing continuous disclosure announcements to ASX;

• (f) investments in Navarre are subject to risk, including the risks outlined in section 4 of this Information Booklet;

• (g) you and each person on whose account you are acting are not in the United States, and are neither a US Person nor acting for the account or benefit of a US Person, and are not otherwise a person to whom it would be illegal to make an offer or issue of New Shares under the Offer;

• (h) you and each person on whose account you are acting acknowledge that the Entitlements and New Shares have not been and will not be registered under the US Securities Act or the securities laws of any state or other jurisdiction outside Australia or New Zealand and accordingly the New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws; and

• (i) you and each person on whose account you are acting have not and will not send any Information Booklets to any person in the United States or to any person that is, or is acting for the account or benefit of, a US Person.

4. Risk factors

There are a number of risks associated with an investment in the Company, both specific to Navarre and general investment risks, which may materially and adversely affect its financial performance, financial position, cash flows, growth prospects and Share price. The key risk factors are set out in the Key Risks section of this Information Booklet.

Navarre is a mineral exploration company with a focus on gold and copper. 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.

Below is a description of a number of the risks associated with an investment in New Shares. It is not intended to be an exhaustive list of the risk factors to which the Company or investors in the Company are exposed.

None of the Directors, Navarre or any person associated with Navarre guarantees the performance of Navarre, the performance of New Shares offered under the Offer, the payment of dividends of the market price at which the New Shares and Shares will trade. The following risk factors, and others not specifically referred to below, may in the future materially affect the financial performance of the Company and the value of the New Shares.

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You should consider that investment in the Company is speculative and, after considering the risk factors described below, together with information contained elsewhere in this Information Booklet, you should consult your professional adviser before deciding whether to invest in New Shares. Nothing in this Information Booklet constitutes financial or investment advice.

It should be noted that the risks set out below are risks to which you are already exposed in relation to your existing shareholding in Navarre.

Key risks

4.1 Speculative nature of investment

The New Shares offered pursuant to the Offer should be considered speculative because of the nature of the Company’s business. There are numerous risk factors involved. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in New Shares carries no guarantee with respect to the payment of dividends, return of capital or price at which New Shares will trade.

4.2 Value of securities and share market conditions

The market price of the Company’s securities may be subject to varied and unpredictable influences on the market for equities in general and resources stocks in particular. Equity market conditions may affect the value of the Company’s securities regardless of the Company’s performance.

The trading price of New Shares may fall as well as rise.

Lack of liquidity may also affect the value of the Company’s securities. As a small entity, there is likely to be limited liquidity in the Company’s securities and holders of Shares may not be able to dispose of their Shares at the prevailing market price. The Shares might not be covered by research analysts.

4.3 Potential for significant dilution

On completion of the Offer, assuming all Entitlements are accepted or otherwise taken up through the TopUp Offer and no Options are exercised prior to the Record Date, the number of Shares in the Company will increase from 173,927,635 currently on issue to 208,713,162. This means that each Share will represent a significantly lower proportion of the ownership of the Company. Shareholders that do not participate in the Offer will be diluted.

4.4 Requirements for capital

Navarre is a mineral exploration company and currently relies on external funding. Even if the Offer is fully subscribed, it is likely that the Company will need to raise further capital in the future.

The Company’s capital requirements will depend on numerous factors, including the degree of success of its planned exploration programs, its ability to generate income from its operations, prevailing commodity prices, market conditions and possible acquisitions or other corporate opportunities. If the Company acquires any new project or discovers a new prospect, it may need to raise further capital to fund the acquisition, the project or the prospect once acquired or discovered.

Exploration costs will reduce Navarre’s cash reserves. Those cash reserves may not be replaced if future operations or other acquisition opportunities prove unsuccessful or perform below expectations. Navarre would then, as now, be dependent on seeking additional capital elsewhere, through equity, debt or joint venture financing, to support long term exploration and evaluation of its projects. No assurance can be given that Navarre will be able to procure funding (if required) in a timely manner on terms acceptable to it. Any additional equity financing will dilute shareholdings and debt financing, if available, may involve restrictions on financing and operating activities. If Navarre is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or scale back its exploration programs, as the case may be, which may impact adversely on the Company, or it may not be able to secure opportunities to acquire new projects or other corporate opportunities.

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4.5 Tenement title

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

Further, exploration tenements, once granted, are subject to periodic renewal and, if the Company is successful in locating a mineral deposit, then there is a requirement to change the status of the exploration tenement to a mining licence or similar before any development can occur. There is no guarantee that current or future tenement renewals or conversions 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 the Company’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

4.6 Land access

There is a substantial level of regulation and restriction on the ability of exploration and mining companies to have access to land in Australia. Negotiations with both native title claimants/holders and the owners/occupiers of private land are generally required before the Company can access land for exploration or mining activities. Inability to access, or delays experienced in accessing, the land may impact on the Company’s activities.

4.7 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 are 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 or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

4.8 Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on the executive and non-executive Directors. There can be no assurance given that there will be no detrimental impact on the Company if one or more of the Directors, particularly the Managing Director, no longer acts as a Director.

General risks

4.9 General economic climate

General economic conditions, movements in interest and inflation rates, currency exchange rates and commodity prices (particularly the gold price) may have an adverse effect on the Company’s exploration activities and the potential for future 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:

• general economic outlook;

• interest rates and inflation rates;

• currency fluctuations;

• changes in investor sentiment toward particular market sectors;

• the demand for, and supply of, capital; and

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 terrorism or other hostilities.

The Company’s future revenues, the economic viability of its projects, the market price for its listed securities, and its ability to raise future capital may be affected by these factors, which are beyond the Company’s control.

4.10 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 profits will be exposed to changes in the taxation or royalty regime in Australia. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations 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 fluctuations in the exchange rate between the United States dollar and the Australian dollar, as determined by international markets.

4.11 Environmental risks

The operations and proposed activities of the Company are subject to both Australian Federal and State 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 Company and Directors intend to conduct their activities to high standards of environmental obligation, including compliance with relevant environmental laws and approvals in order to minimise damage to the environment and risk of liability. However, as with all exploration and mining activities, the Company’s operations are expected to have an impact on the environment. There are also risks inherent in the Company’s activities including accidental leakages, spills, or other unforeseen circumstances that could subject the Company to extensive liability.

Further, the Company may require approval from relevant regulatory authorities before undertaking activities that are likely to impact on the environment. If the Company fails to obtain such approvals, it will be prevented from undertaking those activities. The Company cannot predict what future legislation and regulations may govern mining, and may impose significant environmental obligations on the Company.

4.12 Government policy

Changes in government, monetary policy, taxation and laws (including those regulating the resources industry) can have a significant influence on the outlook for mineral exploration or development projects, companies and the return to investors. A change to State or Commonwealth government, government policies and legislation could have a material adverse effect on the Company or its projects.

4.13 Exploration risk

The mineral tenements of the Company 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 mineral deposit. Until the Company is able to realise value from the mineral tenements, the Company is likely to incur ongoing operating losses. If exploration is successful, there will be additional costs and processes involved in moving to the development phase.

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

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4.14 Production risks

There can be no assurance given that the Company will achieve production from any of its projects. The capacity of the Company to achieve production will depend on a wide range of factors including capital costs and operating costs that may be applicable to the individual projects and the capacity of the Company to fund those costs. If production is achieved, unanticipated problems may increase extraction costs and reduce anticipated recovery rates.

4.15 Contract risks

The Company operates through a series of contractual relationships with operators, sub-contractors and may, with exploration success, sell production through various marketing contracts. All contracts carry risks associated with the performance by the parties as of their obligations as time and quality of works performed.

4.16 Occupational health and safety

The mining industry has become subject to increasing occupational health and safety responsibility and liability. The Company and Directors intend to conduct their activities to high standards of occupational health and safety, including compliance with relevant laws, but the potential for liability is a constant risk.

5. Additional information

5.1 Rights and liabilities attaching to New Shares

New Shares issued under the Offer will be fully paid ordinary shares in the capital of the Company and will rank equally with the existing Shares on issue. However, as noted in paragraph 3.1, the New Shares will not be eligible to participate in the distribution of exploration credits to Shareholders pursuant to the Federal Government’s Exploration Development Incentive Scheme in respect of eligible exploration expenditure by the Company in the financial year ended 30 June 2016, because the New Shares will not be allotted until after the record date (31 May 2017) for that distribution.

The rights and liabilities attaching to Shares are set out in the Constitution, a copy of which can be inspected, free of charge, at the registered office of the Company during normal business hours. The Company will supply an Eligible Shareholder with a copy of the Constitution, free of charge, on request, at any time prior to the issue of the New Shares. The Constitution may only be varied by a special resolution passed by at least 75% of Shareholders present (and entitled to vote).

5.2 Market prices of Shares on ASX

The lowest and highest market prices of Shares on ASX during the 3 months immediately preceding the announcement of the Offer on 1 June 2017, and the closing market price on the last day on which Shares were traded before the announcement of the Offer, are set out below.

3	month high	3 month low	Closing price on 31 May 2017
	A$0.055	A$0.03	A$0.03

5.3 Underwriting

The Offer is not underwritten.

5.4 Directors’ Discretion

The Directors may at any time decide to withdraw the Offer or this Information Booklet.

The Directors may make determinations in any manner they think fit in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the Offer, whether generally

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or in relation to any Shareholder. Any determinations by the Board will be conclusive and binding on all Shareholders and other persons to whom the determination relates.

5.5 Option holders

The Company has 36,127,617 Options on issue as at the date of this Information Booklet. Some of the Options currently on issue may be exercised prior to the Record Date in order to participate in the Offer.

Existing Option holders will not be entitled to participate in the Offer unless they:

• (a) have become entitled to exercise their existing Options under the terms of their issue and are issued Shares on such exercise before the Record Date; and

• (b) are eligible to participate in the Offer as a result of being a holder of Shares on the Record Date and otherwise satisfying the eligibility requirements set out in paragraph 1.3.

5.6 Application Monies

Until the New Shares are issued, Application Monies will be held on trust in a bank account in Australia. Any interest accrued on Application Monies will be retained by the Company and will not be paid to the relevant Eligible Shareholder, including if the Offer is cancelled or withdrawn.

5.7 Dividends

The future dividend levels of Navarre will be determined by the Directors having regard to the operating results and financial position of Navarre and there is no guarantee that any dividends will be paid or, if paid, that they will be paid at previous levels. No dividends are currently contemplated to be paid in the near term.

The dividend policy of Navarre will be determined in light of a number of factors including, most importantly, the profitability of its business and the terms of the financing arrangements of Navarre. The profitability of Navarre will be affected by such matters as its trading performance, level of borrowings, tax paid and the various risk factors set out in section 4 of this Information Booklet.

5.8 Taxation implications

The Directors do not consider it appropriate to give Shareholders advice regarding the tax consequences of subscribing for New Shares. Navarre, its advisors and its officers do not accept any responsibility or liability for any taxation consequences for Shareholders in connection with the Offer. Shareholders should seek and rely on their own taxation advice in connection with subscribing for New Shares as the taxation consequences will depend on each Shareholder’s particular circumstances.

5.9 Information availability

Eligible Shareholders in Australia and New Zealand may obtain a copy of this Information Booklet during the period of the Offer on Navarre’s website at www.navarre.com.au or by contacting the Registry. Anyone who accesses the electronic version of this Information Booklet should ensure that they download and read the entire Information Booklet.

A replacement Entitlement and Acceptance Form can be requested by contacting the Registry.

5.10 Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Offer that is not contained in this Information Booklet.

Any information or representation that is not in this Information Booklet may not be relied on as having been authorised by the Company or any related body corporate in connection with the Offer. Except as required by law, and only to the extent so required, neither Navarre nor any other person warrants or guarantees the future performance of Navarre or any return on any investment in New Shares under the Offer.

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5.11 Privacy

Chapter 2C of the Corporations Act requires information about you as a Shareholder (including your name, address and details of the Shares you hold) to be included in the public register of Navarre. Information is collect to administer your Shareholding and if some or all of the information is not collected, then it may not be possible to administer your Shareholding. Your personal information may be disclosed by the Registry to Navarre. You can obtain access to your personal information by contacting the Registry using the contact details set out below. The Registry’s privacy policy is available on its website.

You should note that if you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your Application.

5.12 Governing law

This Information Booklet and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in Victoria, Australia. Each applicant for New Shares and any additional New Shares under the Top-Up Offer submits to the non-exclusive jurisdiction of the courts of Victoria, Australia.

5.13 Further information

If you have any questions about the Offer, please contact the Registry or your stockbroker, accountant or other independent professional adviser. The Registry can be contacted on:

Telephone: 1300 737 760 Facsimile: + 61 2 9279 0664 Email: enquiries@boardroomlimited.com.au

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6. Glossary

In this Information Booklet, the following words have the following meanings unless the context requires otherwise:

AEST	Australian Eastern Standard Time as observed in Melbourne, Australia
Application	an application for New Shares lodged in accordance with the instructions in this
	Information Booklet and the Entitlement and Acceptance Form
Application Monies	a payment or payments to subscribe for New Shares
ASIC	Australian Securities & Investments Commission
ASX	ASX Limited or the securities exchange operated by ASX Limited (as the context requires)
ASX Listing Rules	the official listing rules of ASX
Closing Date	Friday 23 June 2017 at 5.00pm (AEST)
CompanyorNavarre	Navarre Minerals Limited ABN 66 125 140 105
Constitution	the Company’s constitution as at the date of this Information Booklet
Corporations Act	Corporations Act 2001(Cth)
Directors	the directors of Navarre Minerals Limited as at the date of this Information Booklet
Eligible Shareholder	has the meaning given in section 3.3
Entitlement	the number of New Shares for which an Eligible Shareholder is entitled to subscribe
	under the Offer
Entitlement and	the personalised entitlement and acceptance form accompanying this Information
Acceptance Form	Booklet
Information Booklet	this booklet setting out the terms of the Offer and other important information relating
	to the Offer
Investor Presentation	the investor presentation relating to the Offer, as lodged with ASX by Navarre on 1 June
	2017
Issue Price	$0.03 per New Share
New Share	a Share issued under the Offer, including (as the context requires) any shortfall from the
	Offer issued under the Top-Up Offer
Offer	the 1 for 5 pro rata non-renounceable entitlement offer to subscribe for New Shares at
	the Issue Price set out in this Information Booklet and the Entitlement and Acceptance
	Form
Offer Documents	the documents issued or published by or on behalf of Navarre in respect of the Offer,
	including this Information Booklet, the Investor Presentation, any letter to Navarre’s
	shareholders, the Entitlement and Acceptance Form, any cleansing statement in relation
	to the Offer and any other document related to the Offer
Opening Date	Friday 9 June 2017
Option	an option to subscribe for a Share
Option holder	the holder of an Option
Record Date	the time and date for determining Entitlements, being 7.00pm (AEST) on Wednesday
	7 June 2017
Registry	the Company’s share registry, Boardroom Pty Limited
Securities Act	the United States_Securities Act_of 1933
Share	a fully paid ordinary share in the capital of Navarre
Shareholder	a registered holder of Shares
Top-Up Offer	the offer described in section 3.6
US Person	is as defined in Regulation S of the Securities Act

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ABN: 66 125 140 105

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ENTITLEMENT AND ACCEPTANCE FORM

.

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All correspondence to Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Tel: 1300 737 760 (within Aust) Tel: + 61 2 9290 9600 (outside Aust) Fax: + 61 2 9279 0664

www.boardroomlimited.com.au enquiries@boardroomlimited.com.au

Entitlement No.

Subregister

SRN/HIN.

Number of Shares held at 7pm (AEST) on 7 June 2017

Offer Closes: 5pm (AEST) 23 June 2017

This Entitlement and Acceptance Form relates to a non-renounceable pro-rata entitlement issue of up to 34,785,527 New Shares at an issue price of $0.03 each on the basis of one (1) new share for every five (5) ordinary shares held on the Record Date.

A Acceptance of Entitlement

If you wish to accept your FULL ENTITLEMENT, please complete and return this form WITH YOUR PAYMENT FOR THE AMOUNT SHOWN BELOW . The return of this form by the Closing Date (5pm AEST on 23 June 2017) with payment will constitute acceptance of the Offer. Your signature is only required when an alteration to your address is indicated by you over the page.

Entitlement to New Shares on the basis of 1 New Share for every 5 Ordinary Shares held	Price Per New Share	Amount Payable for Full Acceptance, at $0.03 per New Share
	$0.03 per New Share =

If you wish to accept PART OF YOUR ENTITLEMENT ONLY, please complete this form showing in the box below the NUMBER OF NEW SHARES BEING ACCEPTED and the appropriate amount payable (number of Shares accepted multiplied by the price per New Share of $0.03).

Number of New Shares accepted	Price Per New Share	Amount Enclosed
	$0.03 per New Share =	$

B Application for additional New Shares (if available)

If you wish to apply for additional shares to your FULL ENTITLEMENT shown above please insert the number of additional New Shares in the box below and the appropriate amount payable. These additional shares will only be allotted if available.

Number of additional New Shares applied for	Number of additional New Shares applied for	Price per New Share	Amount enclosed
		$0.03 per New Share =	$
C	Payment

C Payment

Payment may only be made by electronic BPAY, cheque or bank draft. Cash will not be accepted via the mail or at the Navarre Minerals Limited Share Registry. Payments cannot be made at any bank. Please ensure that you submit the correct amount. Incorrect payments may result in your application being rejected.

If paying by BPAY you do not need to return the Entitlement and Acceptance Form.

Payment Option 1 – BPAY

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Telephone & Internet Banking - BPAY[] Contact your bank, credit union or building society to make this payment from your Biller Code: cheque or savings account. Ref: More info: www.bpay.com.au  Registered to BPAY Ltd ABN 69 079 137 518

If paying by BPAY the amount of your payment received in the account divided by the price per New Share will be deemed to be the total number of shares you are applying for.

Payment Option 2 – Cheque (Record cheque details below)

DRAWER	CHEQUE NO.	BSB NO.	ACCOUNT NO.	AMOUNT $AUD
				$

Only cheques or bank drafts in Australian dollars and drawn on a bank or financial institution in Australia will be accepted. Your cheque or bank draft must be made payable to “Navarre Minerals Limited – Entitlement Issue A/C” and crossed “Not Negotiable.”

THIS FORM CONTINUES OVERLEAF

C	Contact Details
CONTACT NAME		TELEPHONE WORK	TELEPHONE HOME	EMAIL ADDRESS
		( )	( )

By submitting this Entitlement and Acceptance Form or by using the BPAY facility to accept the Offer, I/We represent and warrant that I/we have received and read a full and unaltered version, either in electronic or paper format, of the Offer Document and declare that this Application is completed and lodged according to the Offer Document and the instructions on the reverse of the Entitlement and Acceptance Form and declare that all details and statements made by me/us are complete and accurate. I/We agree to be bound by the constitution of Navarre Minerals Limited and agree to the terms and conditions of the Offer.

The Offer to which this Entitlement and Acceptance Form relates does not constitute an offer to any person who is not eligible to apply for New Shares (as described in the Offer Doucment), and in particular is not being made to Shareholders with registered addresses outside Australia and New Zealand. This Entitlement and Acceptance Form does not constitute an offer in the United States of America (or to, or for the account or benefit of, US Persons) or in any jurisdiction in which, or to any persons to whom it would not be lawful to make such an offer.

LODGEMENT INSTRUCTIONS TO APPLICANTS

Please read these instructions carefully

ACCEPTANCE OF YOUR ENTITLEMENT IN FULL OR PART

Multiply the number of New Shares for which you are accepting by $0.03 then fill in the acceptance details, where necessary, in the space provided on the front of this form. Complete your cheque details on the front of this form and send your cheque/draft and completed form to:

Boardroom Pty Limited GPO Box 3993 Telephone No. 02 9290 9600 SYDNEY NSW 2001 Facsimile No. 02 9279 0664

If you do not deal with your Entitlement, it will lapse at 5pm (AEST) on 23 June 2017.

PAYMENT

Cheque or Draft

All cheques or drafts (expressed in Australian currency) are to be made payable to “Navarre Minerals Limited – Entitlement Issue A/C” and crossed “Not Negotiable”.

BPAY

If you make payment using BPAY you must contact your Australian bank, credit union or building society to make this payment from your cheque or savings account. For more information: www.bpay.com.au. Refer to the front of this form for the Biller Code and Customer Reference Number. Payments must be received by BPAY before 5.00 pm (AEST) on 23 June 2017 . Applicants should be aware that their own financial institutions may impose earlier cut off times regarding electronic payment, and should therefore take this into consideration when making payment.

PAYMENT - OVERSEAS RESIDENTS

Overseas shareholders who are permitted to apply for shares must obtain a draft in Australian currency payable on a bank in Australia, or where the shareholder has an account with a bank in Australia, by a cheque drawn on that bank within Australia.

The Australian currency draft should be attached to your completed form and the document mailed to:

Boardroom Pty Limited GPO Box 3993 SYDNEY NSW 2001

OVERSEAS SHAREHOLDERS ARE ADVISED TO ENSURE THEIR DOCUMENTS ARE POSTED TO AUSTRALIA BY AIRMAIL.

Personal cheques drawn on overseas banks in Australian or any foreign currency will not be accepted. These will be returned and the acceptance deemed to be invalid.

INTERPRETATION

Terms used in this Entitlement and Acceptance Form have the same meaning as defined in the Offer Document.

CHANGES OF ADDRESS SUPPORTED BY YOUR SIGNATURE(S)

If your address is not exactly as shown, please provide details below. This is only relevant for Issuer Sponsored registered holdings. CHESS holders must notify your sponsoring broker for amendments to holdings on the CHESS Subregister.

CHANGE OF ADDRESS DETAILS – ISSUER SPONSORED ONLY

SIGN HERE FOR ADDRESS AMENDMENTS: Shareholder 1 (Individual) / Joint Shareholder 2 (Individual) / Joint Shareholder 3 (Individual) / Sole Director & Sole Company Director Director/Company Secretary Secretary (Delete one)

Privacy Statement:

Boardroom Pty Limited advises that Chapter 2C of the Corporations Act 2001 (Cth) requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your share holding and if some or all of the information is not collected then it might not be possible to administer your share holding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us at the address or telephone number shown on the Entitlement and Acceptance Form.

Our privacy policy is available on our website (http://www.boardroomlimited.com.au/privacy-policy/).