AUREKA LIMITED — Capital/Financing Update 2017

May 31, 2017

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 Fully paid ordinary shares ( Shares ) be issued 2 Number of[+] securities issued or Up to approximately 34,785,527 Shares pursuant to to be issued (if known) or a pro rata, non-renounceable, one-for-five maximum number which may entitlement offer ( Entitlement Offer ) (subject to the be issued reconciliation of entitlements and the effect of rounding and based on the number of shares assumed to be on issue as at the record date of 7 June 2017 ( Record Date ). 3 Principal terms of the Fully paid ordinary shares +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)

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally The new Shares issued pursuant to the Entitlement in all respects from the[+] issue Offer will rank equally with fully paid ordinary date with an existing[+] class of shares already on issue. quoted[+] securities? However, the new Shares will not be issued until after the record date (31 May 2017) for the If the additional[+] securities do distribution of exploration credits to shareholders not rank equally, please state: pursuant to the Federal Government’s Exploration  the date from which they do Development Incentive scheme in respect of eligible  the extent to which they exploration expenditure by the Company in the participate for the next financial year ended 30 June 2016. Therefore, the dividend, (in the case of a new Shares will not be eligible to participate in the trust, distribution) or distribution of exploration credits that is expected interest payment to occur on 30 June 2017.  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 $0.03 per Share 6 Purpose of the issue Funds raised under the Entitlement Offer (after (If issued as consideration for payment of the costs and expenses of the the acquisition of assets, clearly Entitlement Offer) will be applied to future identify those assets) exploration and evaluation activities on the Company’s Irvine Gold Project & ongoing corporate expenses and working capital requirements. 6a Is the entity an[+] eligible entity Yes 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 25 November 2016 resolution under rule 7.1A was passed 6c Number of[+] securities issued Nil (all subsequently approved by security holders) without security holder approval under rule 7.1

• See chapter 19 for defined terms.

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6d Number of[+] securities issued Nil (all subsequently approved by security holders) with security holder approval under rule 7.1A 6e Number of[+] securities issued 16,170,480 fully paid ordinary shares (SH approval with security holder approval 25/11/2016) under rule 7.3, or another 4,915,000 unlisted options (SH approval specific security holder approval 25/11/2016) (specify date of meeting) 19,676,430 fully paid ordinary shares (SH approval 7/4/2017) 9,838,215 unlisted options (SH approval 7/4/2017) 6f Number of[+] securities issued 74,519,306 fully paid ordinary shares (including under an exception in rule 7.2 34,785,527 Shares the subject of this Appendix 3B) 21,069,402 unlisted options 6g If[+] securities issued under rule N/A 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 N/A 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 See Annexure 1 issue capacity under rule 7.1 and Note: the calculations in Annexure 1 assume the rule 7.1A – complete Annexure 1 Entitlement Offer is fully subscribed. and release to ASX Market Announcements 7 +Issue dates 30 June 2017 Note: this date is indicative only and the Board reserves Note: The issue date may be prescribed by ASX (refer to the definition of issue date in the right to vary key dates, subject to compliance with the rule 19.12). For example, the issue date for a Listing Rules. pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable) 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
	Up to approximately 208,713,162 (including up to approximately 34,785,527 to be issued under the Entitlement Offer)	Fully paid ordinary shares
	Number	+Class
	300,000 250,000 150,000 34,027,617 700,000 700,000	$0.15 options (expire 31/12/17) $0.10 options (expire 31/12/18) $0.04 options (expire 31/12/19) $0.05 options (expire 31/3/18) $0.07 options (expire 31/12/21) $0.09 options (expire 31/12/21)
	The Company does not dividend policy.	presently have a formal

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	No
	Non-renounceable
	One (1) new Share for every five (5) existing Shares held at the Record Date by eligible shareholders, with the abilityto applyfor additional new Shares.
	Fully paid ordinary shares

• See chapter 19 for defined terms.

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15 +Record date to determine entitlements 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 25 If the issue is contingent on security holders’ approval, the date of the meeting	7 June 2017 (7.00pm AEST) Note: this date is indicative only and the Board reserves the right to vary key dates, subject to compliance with the Listing Rules.
	N/A
	Where fractions arise in the calculation of entitlements, the number of Shares will be rounded up to the nearest whole number.
	All countries other than Australia and New Zealand, unless otherwise determined by the directors.
	23 June 2017 (5.00pm AEST) Note: this date is indicative only and the Board reserves the right to vary key dates, subject to compliance with the Listing Rules.
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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	9 June 2017 Note: this date is indicative only and the Board reserves the right to vary key dates, subject to compliance with the Listing Rules.
	1 June 2017 Note: this date is indicative only and the Board reserves the right to vary key dates, subject to compliance with the Listing Rules.
	N/A
	N/A
	N/A
	N/A
	N/A
	30 June 2017 Note: this date is indicative only and the Board reserves the right to vary key dates, subject to compliance with the Listing Rules.

• See chapter 19 for defined terms.

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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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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: (Company secretary)

Date: 1 June 2017

Print name: Jane Nosworthy

== == == == ==

• See chapter 19 for defined terms.

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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

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	98,346,946
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period 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	9,830,000 ordinary shares (Appendix 3B 1/9/2016) – SH approval 25/11/2016 12,851,789 ordinary shares (Appendix 3B 23/9/2016) – entitlement offer, rule 7.2 exception 1 26,486,990 ordinary shares (Appendix 3B 28/9/2016) – entitlement offer, rule 7.2 exception 2 6,340,480 ordinary shares (Appendix 3B 5/12/2016) – SH approval 25/11/2016 375,000 ordinary shares (Appendix 3B 15/12/2016) – option exercise, rule 7.2 exception 4 20,000 ordinary shares (Appendix 3B 10/03/2017) – option exercise, rule 7.2 exception 4 19,676,430 ordinary shares (Appendix 3B 3/11/2016) – SH approval 7/4/2017 34,785,527 ordinary shares (subject of this Appendix 3B) – entitlement offer, rule 7.2 exception 1
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	208,713,162

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 31,306,974 (rounded down)

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

• Insert number of[+] equity securities issued or agreed to be issued in that 12 month 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” 0

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

“A” x 0.15 31,306,974 Note: number must be same as shown in Step 2 Subtract “C” 0 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 31,306,974 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 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” 208,713,162 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 20,871,316 (rounded down)

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number 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

• “E” 0

• See chapter 19 for defined terms.

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	20,871,316
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	20,871,316 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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