AUREKA LIMITED — Proxy Solicitation & Information Statement 2021

Oct 12, 2021

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13 October 2021

Dear Shareholder,

Re: Notice of Meeting on Monday, 15 November 2021 at 2:00pm (AEDT)

Notice is hereby given that the General Meeting of Shareholders of Navarre Minerals Limited ( Company ) will be held virtually via a live webcast at 2:00pm (AEDT) on Monday, 15 November 2021 ( Meeting ).

In accordance with the Treasury Laws Amendment (2021 Measures No.1) Act 2021, the Company will not be despatching physical copies of the Notice of Meeting. Instead, the Notice of Meeting and accompanying explanatory statement ( Meeting Materials ) are being made available to shareholders electronically. This means that:

• You can access the Meeting Materials online at the Company’s website https://www.navarre.com.au/announcements/ or at the Company’s share registry’s online voting site, at https://www.votingonline.com.au/navarregm2021.

• To register for the meeting please use the following link to register for the meeting https://us02web.zoom.us/webinar/register/WN_37G2RPV3RLCAIadrgcPA5g.

• A complete copy of the Meeting Materials has been posted to the Company’s ASX Market Announcements page at www.asx.com.au under the Company’s ASX code “NML”.

• If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the voting instruction form.

If you would like to receive electronic communications from the Company in the future, please update your communication elections online at https://www.investorserve.com.au. If you have not yet registered, you will need your shareholder information including SRN/HIN details.

If you are unable to access the Meeting Materials online please contact our share registry, Boardroom, on enquiries@boardroomlimited.com.au or by phone on 1300 737 760 (within Australia) between 8.30am and 5.00pm Monday to Friday, to obtain a copy.

Any shareholders who wish to attend the Meeting should monitor the Company’s website and its ASX announcements for any updates about the Meeting. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the Meeting, the Company will make further information available through the ASX website at asx.com.au (stock code: NML) and on its website at https://www.navarre.com.au/. Shareholders are encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting.

Yours sincerely,

Mathew Watkins Company Secretary

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NAVARRE MINERALS LIMITED

ACN 125 140 105

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that the Extraordinary General Meeting will be held at:

TIME: 2:00pm (AEDT) DATE: Monday, 15 November 2021 PLACE: Held by way of a fully virtual meeting – see below - Due to the ongoing COVID 19 pandemic, the Meeting will be held as a fully virtual Meeting via a webinar conferencing facility.

If you are a Shareholder or proxyholder who wishes to participate in the virtual Meeting, please register in advance as per the instructions outlined in this Notice of Meeting. Further details on how to participate in the virtual Meeting are set out in this Notice of Meeting.

The business of the Meeting affects your shareholding and your vote is important.

The Notice of Meeting and Explanatory Statement should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or professional adviser without delay and prior to voting.

Should you wish to discuss any matter please do not hesitate to contact Navarre Minerals Limited by telephone on +61 3 5358 8625.

NAVARRE MINERALS LIMITED

ACN 125 140 105

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that an extraordinary general meeting of Shareholders of Navarre Minerals Limited (Navarre) will be held virtually on Monday, 15 November 2021 at 2:00pm (AEDT) (Meeting).

Shareholders can participate in the Meeting through an online conferencing facility, the details of which are set out in this Notice of Meeting (Notice).

All Shareholders are encouraged to vote by either attending the Meeting virtually through the relevant online platform or by returning a completed Proxy Form.

Shareholders are strongly encouraged to submit their proxies as early as possible and in any event, Proxy Forms must be received by no later than 2:00pm (AEDT) on Saturday, 13 November 2021. To lodge your proxy, please follow the directions on your personalised Proxy Form, which is enclosed.

Details on the Resolutions being put to Shareholders at the Meeting are set out below. The Explanatory Statement to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form each form part of this Notice.

Terms and abbreviations used in this Notice are defined in Section 6.

This Notice may be distributed in the United States only to existing Shareholders. This Notice does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Placement Shares (as defined in this Notice) have not been, and will not be, registered under the US Securities Act of 1933 ( US Securities Act ) or the securities laws of any state or other jurisdiction of the United States. Accordingly, Placement Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

AGENDA

1. Resolution 1 – Approval to issue Placement Shares under Listing Rule 7.1

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for Navarre to issue 476,801,271 Navarre Shares ( Placement Shares ) at $0.075 per Placement Share on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. Resolution 2 – Approval to issue Navarre Shares to Evolution Mining Limited under Listing Rule 7.1

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for Navarre to issue 176,565,396 Navarre Shares to Evolution Mining Limited (ACN 084 669 036) ( Evolution ) at a deemed price of $0.075 per Navarre Share, as part consideration for the acquisition by Navarre Minerals Queensland Pty Ltd (ACN 653 931 803) ( Navarre Minerals Queensland ) (a wholly owned subsidiary of Navarre) of the Mt Carlton Operations from Conquest Mining Pty Limited (ACN 009 232 277) ( Conquest Mining ) (a wholly owned subsidiary of Evolution), on the terms and conditions set out in the Asset Sale Agreement dated 5 October 2021 between Navarre, Navarre Minerals Queensland and Conquest Mining and the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

3. Resolution 3 – Director participation in Proposed Placement – Mr Ian Holland

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for Navarre to issue up to 13,333,334 Placement Shares to Mr Ian Holland (or his nominee/s) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

By order of the Board

Mathew Watkins

Company Secretary 4 October 2021

Voting Entitlements

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders at 7:00pm (AEDT) on 13 November 2021.

Voting Exclusions and Prohibitions

In accordance with Listing Rule 14.11, Navarre will disregard any votes cast in favour of the Resolutions set out below by or on behalf of the following persons:

or on behalf of the following persons:
Resolution 1 – Approval to issue Placement Shares under Listing Rule 7.1	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of Placement Shares (except a benefit solely by reason of being a holder of ordinary securities in Navarre) or an associate of that person (or those persons).
Resolution 2 – Approval to issue Navarre Shares to Evolution Mining Limited under Listing Rule 7.1	Evolution and any other person who will obtain a material benefit as a result of the relevant issue of Navarre Shares (except a benefit solely by reason of being a holder of ordinary securities in Navarre) or an associate of Evolution (or those persons).
Resolution 3 – Director participation in Proposed Placement – Mr Ian Holland	Mr Ian Holland (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in Navarre) or an associate of Mr Holland (or those persons).

However, this does not apply to a vote cast in favour of any of the above Resolutions by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

How to Vote

Your vote is important. You may cast your vote in the following ways:

Voting online during the Meeting

Shareholders attending the Meeting virtually will be able to ask questions and Navarre has made provision for Shareholders who register their attendance before the start of the Meeting to also cast their votes on the proposed Resolutions. Votes will be taken on a poll at the Meeting.

The virtual Meeting can be attended using the following details:

When: 2:00pm (AEDT) on Monday, 15 November 2021

Topic: Navarre Minerals Limited - Extraordinary General Meeting

Register in advance for the virtual Meeting:

https://us02web.zoom.us/webinar/register/WN_37G2RPV3RLCAIadrgcPA5g

After registering, you will receive a confirmation email containing information about joining the meeting. Navarre strongly recommends its Shareholders lodge a directed proxy as soon as possible in advance of the Meeting even if they are planning to attend the Meeting online. The Company will accept questions during the Meeting either by submitting a question through the Q&A box located on screen or the raise hand function also located on screen at which point Navarre will allow your question verbally. Attending the Meeting online enables Shareholders to view the Meeting live and to ask questions and cast direct votes at the appropriate times whilst the Meeting is in progress.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of Navarre; and

• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two (2) proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

EXPLANATORY STATEMENT

1. Introduction

The purpose of this Explanatory Statement is to explain the Resolutions in the accompanying Notice and to provide information to Shareholders in deciding whether or not to pass the Resolutions.

This Explanatory Statement should be read in conjunction with, and forms part of, the accompanying Notice.

A Proxy Form is located at the end of the Explanatory Statement.

Capitalised terms in this Explanatory Statement are defined in Section 6 of this document.

The information contained in this Explanatory Statement and accompanying Notice has been prepared by Navarre and is the sole responsibility of Navarre. None of Evolution, Conquest Mining, their directors, officers, affiliates or advisers assume any responsibility for the accuracy or completeness of the information contained herein and to the maximum extent permitted by law, disclaim all liability in connection with this Explanatory Statement and accompanying Notice. Any reliance is entirely at the recipient’s own risk.

2. General Background to the Resolutions

2.1 Transaction

Navarre Minerals Queensland is a wholly owned subsidiary of Navarre. Conquest Mining is a wholly owned subsidiary of Evolution. As announced on Tuesday, 5 October 2021, Navarre Minerals Queensland, Navarre and Conquest Mining entered into an asset sale agreement ( ASA ), pursuant to which:

• (a) Conquest Mining agreed to sell, and Navarre Minerals Queensland agreed to purchase, the assets relating to the gold exploration and mining and related businesses and operations conducted by (or on behalf of) Conquest Mining at Mt Carlton and Crush Creek in north east Queensland, Australia (the Mt Carlton Operations ); and

• (b) Navarre agreed to guarantee the obligations of Navarre Minerals Queensland under the ASA,

• (the Transaction ).

2.2 Transaction Consideration

In consideration for the Transaction, under the ASA, Navarre has agreed to pay a total of up to A$90 million to Conquest Mining, comprised of:

• (a) up-front cash consideration of A$40 million ( Upfront Purchase Price ), payable on Completion, of which A$13.2 million will, subject to Resolution 2 being approved by Navarre Shareholders, be satisfied by issuing 176,565,396 Navarre Shares at a deemed issue price per Navarre Share equal to the price per Placement Share ( Share Consideration ) to Evolution in accordance with the terms of the ASA. Pursuant to the ASA, Navarre Minerals Queensland and Evolution will enter into a

Subscription Agreement to give effect to the issue of the Share Consideration (see further Resolution 2) ( Subscription Agreement );

• (b) up to A$25 million in additional cash consideration payable in three tranches, upon the realisation of the following aggregate recoverable gold production milestones from Crush Creek:

• (i) A$5 million at 50koz of gold production;

• (ii) A$5 million at 100koz of gold production; and

• (iii) A$15 million at 175koz of gold production,

( Contingent Consideration ).

Navarre Minerals Queensland has no obligation to pay, and Conquest Mining has no right to receive, payment of the Contingent Consideration under any tranche unless and until the relevant gold production target for that tranche has been met; and

• (c) additional cash consideration of up to A$25 million payable from 1 July 2023 and up to a maximum of 15 years, contingent on certain targets around Gold Spot Price and Quarterly Gold Production being realised for the relevant Quarter, calculated as follows:

if the average spot gold price in any quarter exceeds the equivalent of A$2,250/oz, 5% of the average spot gold price multiplied by the aggregate ounces produced from the Mt Carlton Operations and sold in that quarter ( Gold Spot Price Linked Consideration ).

Navarre Minerals Queensland has no obligation to pay, and Conquest Mining has no right to receive, payment of the Gold Spot Price Linked Consideration for any Quarter where the relevant Gold Spot Price and Quarterly Gold Production target for that Quarter have not been met.

Navarre Minerals Queensland’s obligations to pay the Contingent Consideration and Gold Spot Price Linked Consideration are set out in the Contingent Consideration Deed and Gold Price Linked Payment Deed, respectively, which are annexed to the ASA. Refer to Schedule 1 to this Notice for further details.

It is proposed that the Upfront Purchase Price will be primarily funded by the Proposed Placement (which is the subject of Resolution 1 below).

2.3 Ancillary Transaction Documents

The ASA provides that the below agreements will also be entered into either prior to or upon completion of the Transaction ( Completion ). The arrangements contemplated in these agreements will come into effect upon Completion or, in the case of paragraphs (b), (c) and (d), after Completion:

• (a) Navarre Minerals Queensland and Evolution will enter into the Subscription Agreement to give effect to the issue of the Share Consideration to Evolution (as described above);

• (b) Navarre Minerals Queensland will enter into a Transitional Services Agreement ( TSA ) for the provision of transitional services by Conquest Mining and Evolution and/or their nominated representatives in respect of the Mt Carlton Operations for a temporary period post-Completion. The total value of the services to be provided by Conquest Mining and Evolution under the TSA is capped at A$750,000 in aggregate;

• (c) subject to Shareholder approval being obtained as further described below, Navarre Minerals Queensland will enter into two Mining Mortgages under which Navarre Minerals Queensland mortgages its right, title and interest from time to time in and to the mining tenements to Conquest Mining ( Mining Mortgages ). Each mortgage is given to secure payment by Navarre Minerals Queensland of the Contingent Consideration and the Gold Price Linked Consideration (as applicable) and relates to the tenements in respect of which the Contingent Consideration Deed or Gold Price Linked Payment Deed apply (as applicable); and

• (d) if (subject to the requirements of applicable Queensland environmental rehabilitation financial provisioning legislation) Navarre Minerals Queensland is required to provide an environmental bond to the State of Queensland, and Conquest Mining, Evolution or their related body corporate provides to Navarre Minerals Queensland the transitional environmental bond contemplated as being provided under the ASA, then Navarre Minerals Queensland will (subject to Shareholder approval being obtained as set out in clause 2.4) enter into a General Security Deed under which Navarre Minerals Queensland grants to Conquest Mining and Evolution a security interest to secure the repayment of the transitional environmental surety ( General Security Deed ),

(together, the Ancillary Transaction Documents ).

2.4 Shareholder approval at AGM

The granting of security interests in favour of Evolution under the Mining Mortgages and the General Security Deed may be considered “financial assistance” by Navarre in connection with the issue of Share Consideration to Evolution under the ASA, for the purposes of the Corporations Act 2001 (Cth) ( Corporations Act ).[1] Shareholder approval for the entry into the Mining Mortgages and the General Security Deed by Navarre Minerals Queensland is therefore required under the Corporations Act.[2] Given that entry into the Mining Mortgages and the General Security Deed under the ASA will not occur until Completion, it is intended that the requisite shareholder approval will be sought as a condition subsequent of the Transaction at Navarre’s Annual General Meeting ( AGM ), rather than at this Extraordinary General Meeting. It is proposed that the AGM will be held in January 2022 (subject to confirmation by Navarre).

If, at the AGM, shareholder approval under the Corporations Act is not obtained in respect of:

• entry into the Mining Mortgages, then the Contingent Consideration and/or the Gold Price Linked Consideration (as applicable) will become immediately payable by Navarre Minerals Queensland; or

1 Refer to section 260A of the Corporations Act. 2 Refer to section 260B of the Corporations Act.

• (if required) entry into the General Security Deed, then Navarre Minerals Queensland will be required to implement its own financial surety in respect of the transitional environmental bond.

If Shareholder approval is not obtained and either of these outcomes materialised, they would have a significant adverse financial impact on Navarre, including its financial position, operations and share price.

For the reasons given above, it is not proposed that shareholder approval in respect of the Mining Mortgages or the General Security Deed will be sought at this Meeting, however, Shareholders should be aware of the requirement for approval at the upcoming AGM.

Refer to Schedule 1 to this Notice for a detailed summary of the material terms and conditions of the ASA and the Ancillary Transaction Documents. Please also refer to the announcements made on Navarre’s ASX platform on Tuesday, 5 October 2021 titled “Transformational Acquisition of Mt Carlton & Equity Raising”.

2.5 Proposed Placement

In connection with the Transaction, Navarre is proposing to complete a conditional fully underwritten[3] institutional placement of 490,134,605 Navarre Shares at $A0.075 per Share to raise approximately A$36.8million ( Proposed Placement ).

The issue of the Placement Shares is conditional on Shareholder approval being obtained under Resolution 1 (pursuant to Listing Rule 7.1) as it will exceed Navarre’s existing placement capacity, as further described below.

If the Proposed Placement is approved at this Meeting, Navarre intends to use the proceeds of the Proposed Placement primarily to fund the Upfront Purchase Price under the Transaction (as defined in Section 2.2 above) and associated Transaction costs (the Funding Purposes ).

Navarre has engaged RBC Capital Markets and Canaccord Genuity (Australia) Limited to act as joint lead managers and underwriters ( Joint Lead Managers ) to the Proposed Placement under the terms of an Underwriting Agreement, a summary of which is set out in Schedule 2 ( Underwriting Agreement ). The Joint Lead Managers are each to be paid the following fees in connection with their engagement:

• (a) an underwriting fee of A$800,000; and

• (b) an offer management fee of A$200,000,

(together, the Placement Fee ).

The Placement Fee is exclusive of GST.

3 Subject to the terms of an Underwriting Agreement entered into between Navarre and the Joint Lead Managers dated 5 October 2021.

2.6 Transaction conditional on Shareholder approval of the Proposed Placement and issue of the Share Consideration (Resolutions 1 and 2 below)

Among other things, the ASA provides that the Transaction is conditional on Navarre obtaining shareholder approval under ASX Listing Rule 7.1 to conduct the Proposed Placement and to issue the Subscription Shares to Evolution as part of the Upfront Purchase Price. Therefore, if Shareholder approval is not obtained under Resolution 1 and Resolution 2 of this Notice, Navarre will not be able to satisfy the relevant conditions to the ASA and, accordingly, the Transaction will not complete.

The summary of the Proposed Placement set out in this Notice is based on the details disclosed to Shareholders in the announcements made on Navarre’s ASX platform on Tuesday, 5 October 2021 titled “Transformational Acquisition of Mt Carlton & Equity Raising”.

3. Resolution 1 – Approval to issue Placement Shares under Listing Rule 7.1

3.1 General

The background to the Transaction and the Proposed Placement is set out above in Section 2.

Subject to Shareholder approval under this Resolution 1, Navarre is proposing to complete the Proposed Placement (as defined in Section 2.5 above), the proceeds of which are intended to be used for the Funding Purposes. As stated in Navarre’s announcement of Thursday, 7 October 2021, firm commitments have been received in relation to the full amount of the Proposed Placement.

3.2 Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period (plus any additional capacity authorised under ASX Listing Rule 7.1A).[4]

Exception 17 of Listing Rule 7.2 excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue shares that is conditional on shareholders approving the issue under Listing Rule 7.1 before the issue is made.

The proposed issue of the Placement Shares is conditional on Navarre obtaining shareholder approval under Listing Rule 7.1.

Resolution 1 therefore seeks the required shareholder approval to issue the Placement Shares for the purposes of Listing Rule 7.1 and exception 17 of Listing Rule 7.2.

4 Navarre sought, and obtained at its 2020 AGM, shareholder approval under Listing Rule 7.1A to have an additional 10% placement capacity as contemplated by Listing Rule 7.1A. However, the size of the Proposed Placement exceeds this capacity and accordingly Navarre seeks shareholder approval to conduct the Proposed Placement.

3.3 Technical information required by Listing Rule 14.1A

Pursuant to Listing Rule 14.1A, the below outlines what will happen if Shareholders approve or do not approve this Resolution 1.

If Resolution 1 is passed, Navarre will be able to proceed with the allotment and issue of the Placement Shares. In addition, the issue of the Placement Shares will be excluded from the calculation of the number of equity securities that Navarre can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 1 is not passed, Navarre will not be able to proceed with the issue of the Placement Shares.

In addition, it is a condition to the ASA that Navarre obtains Shareholder approval for the Proposed Placement under Listing Rule 7.1 (see Schedule 1). Therefore, if the issue of the Placement Shares is not approved by Shareholders under this Resolution, Navarre will not be able to satisfy the relevant conditions to the ASA and, accordingly, the Transaction will not complete.

3.4 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 1:

• (a) the Placement Shares will be issued to professional and sophisticated investors identified by the Joint Lead Managers and approved by Navarre. The recipients were identified through a bookbuild process, which involved the Joint Lead Managers seeking expressions of interest to participate in the Proposed Placement. None of the Placement Participants are related parties of Navarre (other than the participating Director for which approval is sought under Resolution 3);

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, Navarre confirms that none of the recipients (other than the participating Director in respect of which approval is sought pursuant to Resolution 3) will be:

• (i) related parties of Navarre, members of Navarre’s key management personnel, substantial holders of Navarre, advisers of Navarre or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of Navarre;

• (c) the maximum number of Placement Shares to be issued is 476,801,271. The Placement Shares issued will be fully paid ordinary shares in the capital of Navarre issued on the same terms and conditions as Navarre’s existing Navarre Shares;

• (d) the Placement Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

• (e) the issue price of the Placement Shares will be A$0.075 per Placement Share. Navarre will not receive any other consideration for the issue of the Placement Shares;

• (f) the purpose of the issue of the Placement Shares is to raise capital, which Navarre intends to apply towards the applicable Funding Purposes set out in Section 2.5 above;

• (g) the issuance of the Placement Shares is being undertaken under the Underwriting Agreement, a summary of which is set out in Schedule 2. Additionally, the proceeds of the Proposed Placement are intended to be used to fund the Transaction and the terms of the ASA and other Transaction documents are set out in Schedule 1 to this Explanatory Statement; and

• (h) a voting exclusion statement is included on page 4 of the Notice.

3.5 Directors’ recommendation

The Board (other than Ian Holland) recommends that Shareholders vote in favour of Resolution 1. The Chair intends to vote undirected proxies in favour of Resolution 1.

4. Resolution 2 – Approval to issue Navarre Shares to Evolution under Listing Rule 7.1

4.1 General

The background to the Transaction is set out above in Section 2.

Navarre has entered into the ASA with Conquest Mining (a wholly owned subsidiary of Evolution), to give effect to the Transaction. Under the ASA, Navarre has agreed to issue to Evolution, upon Completion occurring, the Share Consideration (ie the issue of 176,565,396 new Shares in Navarre to Evolution at a deemed issue price of A$0.075 as partial satisfaction of the Upfront Purchase Price). Pursuant to the ASA, Navarre Minerals Queensland and Evolution will enter into the Subscription Agreement to give effect to the issue of the Share Consideration. The ASA provides that the Transaction is conditional upon Navarre

obtaining shareholder approval for the issue of Share Consideration to Evolution in accordance with Listing Rule 7.

Shareholder approval to the issuance of the Share Consideration is sought to satisfy the relevant condition in the ASA and pursuant to Listing Rule 7.1, so that the relevant issue will not be counted towards Navarre’s placement capacity under Listing Rules 7.1 and 7.1A.

4.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is provided in Section 3.2 above.

As described above, Navarre must obtain the approval of Shareholders in respect of the proposed issue of Share Consideration to Evolution under the conditions of the ASA.

Additionally, as set out above, exception 17 of Listing Rule 7.2 excludes from the restrictions in Listing Rules 7.1 and 7.1A an agreement to issue shares that is conditional on shareholders approving the issue under Listing Rule 7.1 before the issue is made.

Navarre is therefore seeking Shareholder approval for the issue of Share Consideration for the purposes of the ASA, Listing Rule 7.1 and exception 17 of Listing Rule 7.2.

4.3 Technical information required by Listing Rule 14.1A

Pursuant to Listing Rule 14.1A, the below outlines what will happen if Shareholders approve or do not approve this Resolution 2.

If Resolution 2 is passed, Navarre will be able to proceed with the issue of the Share Consideration. In addition, the issue of the Share Consideration will be excluded from the calculation of the number of equity securities that Navarre can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 2 is not passed, Navarre will not be able to proceed with the issue of the Share Consideration to Evolution.

In addition, the conditions to the ASA (as set out in Schedule 1 to this Notice) include that Navarre obtains Shareholder approval for the subject of this Resolution 2. Therefore, if the issue of the Share Consideration to Evolution is not approved by Shareholders under this Resolution 2, Navarre will not be able to satisfy the conditions to the ASA and, accordingly, the Transaction will not complete.

4.4 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the Share Consideration will be issued to Evolution (or its nominee);

• (b) the number of Navarre Shares to be issued under the ASA as part of the Share Consideration is 176,565,396, calculated at a deemed issue price of A$0.075 which is the same price as under the Proposed Placement. The Share Consideration issued will consist of fully paid ordinary shares in the capital of Navarre issued on the same terms and conditions as Navarre’s existing Navarre Shares;

• (c) the Share Consideration will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

• (d) the Share Consideration is issued under and subject to the terms of the ASA and the Subscription Agreement in consideration of Navarre’s acquisition of the Mt Carlton Operations, a summary of which is set out in Schedule 1. Navarre will not receive any other consideration for the issue of the Share Consideration;

• (e) the purpose of the issue of the Share Consideration is to satisfy part of the Upfront Purchase Price under the Transaction set out in Section 2.2 above;

• (f) as set out above, the issuance of the Share Consideration is being undertaken under the ASA and the Subscription Agreement, a summary of which is set out in Schedule 1; and

(g) a voting exclusion statement is included on page 4 of the Notice.

4.5 Director’s recommendation

The Board recommends that Shareholders vote in favour of Resolution 2. The Chair intends to vote undirected proxies in favour of Resolution 2.

5. Resolution 3 – Director participation in Proposed Placement – Mr Ian Holland

5.1 General

Mr Ian Holland, a Director, wishes to participate in the Proposed Placement on the same terms as unrelated Placement Participants ( Participation ).

Accordingly, Resolution 3 seeks Shareholder approval for the issue of up to a total of 13,333,334 Placement Shares to Mr Holland as a result of the Participation on the terms set out below.

5.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Participation will result in the issue of Navarre Shares which may constitute giving a financial benefit and Mr Holland is a related party of Navarre by virtue of being a Director.

However, the Directors (other than Mr Holland) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because:

• the Navarre Shares will be issued to Mr Holland on the same terms as those Navarre Shares issued to non-related party participants in the Proposed Placement, which has been arranged and underwritten in accordance with the Underwriting Agreement; and

• as such, the giving of the financial benefit is on terms that are reasonable in the circumstances as Navarre and Mr Holland were dealing at arm’s length for the purposes of section 210 of the Corporations Act.

5.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

As set out above, Mr Holland is a Director of Navarre and is therefore a related party of Navarre.

The Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolution 3 seeks Shareholder approval for the Participation under and for the purposes of Listing Rule 10.11.

5.4 Technical information required by Listing Rule 14.1A

Pursuant to Listing Rule 14.1A, the below outlines what will happen if Shareholders approve or do not approve this Resolution 3.

If Resolution 3 is passed, Navarre will be able to proceed with the issue of the Placement Shares to Mr Holland under the Participation within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules)[5] . The funds raised pursuant to the Participation will be employed towards the Funding Purposes of the Proposed Placement. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Navarre Shares in respect of the Participation (because approval is being obtained under Listing Rule 10.11), the issue of the Placement Shares to Mr Holland will not use up any of Navarre’s 15% annual placement capacity.

If Resolution 3 is not passed, Navarre will not be able to proceed with the issue of the Placement Shares to Mr Holland under the Participation (i.e. Mr Holland will not be entitled to participate in the Proposed

5 The relevant 1 month period for issuing the Navarre Shares to Mr Holland is prescribed under Listing Rule 10.13.5.

Placement and will not be required to subscribe for Placement Shares, despite his firm commitment to participate in the Proposed Placement).

The passing of Resolution 3 is not a condition to completion under the ASA or Underwriting Agreement.

5.5 Technical information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 3:

• (a) the Navarre Shares will be issued to Mr Holland (or his nominee/s), who falls within the category set out in Listing Rule 10.11.1 as Mr Holland is a related party of Navarre by virtue of being a Director;

• (b) the maximum number of Navarre Shares to be issued to Mr Holland (or his nominee/s) is 13,333,334 Navarre Shares;

• (c) the Navarre Shares issued will be fully paid ordinary shares in the capital of Navarre issued on the same terms and conditions as Navarre’s existing Shares;

• (d) the Navarre Shares will be issued to Mr Holland (or his nominee/s) no later than 1 month after the date of this Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). This 1 month period for issuing the Navarre Shares is prescribed under Listing Rule 10.13.5;

• (e) the issue price will be A$0.075 per Navarre Share, being the same issue price as Navarre Shares issued to other participants in the Proposed Placement. Navarre will not receive any other consideration for the issue of the Navarre Shares;

• (f) the purpose of the issue of Navarre Shares under the Participation is to raise A$1 million, which will be applied toward the Funding Purposes of the Proposed Placement set out in Section 2.5 above;

• (g) the Navarre Shares to be issued to Mr Holland (or his nominee/s) are not intended to remunerate or incentivise him as a Director;

• (h) the Navarre Shares are being issued as part of the Proposed Placement; and

• (i) a voting exclusion statement is included on page 4 of the Notice.

5.6 Board recommendation

The Board (other than Mr Holland) recommends that Shareholders vote in favour of Resolution 3. Mr Holland makes no recommendation. The Chair intends to vote undirected proxies in favour of Resolution 3.

6. Definitions

$ or A$ means Australian dollars, being the currency used in Australia.

AEDT means Australian Eastern Daylight Time, being the time in Melbourne, Victoria.

AGM has the meaning in Section 2.4 of the Explanatory Statement.

Ancillary Transaction Documents has the meaning in Section 2.3 of the Explanatory Statement.

ASA has the meaning in Section 2.1 of the Explanatory Statement.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Board means the board of Directors of Navarre.

Chair means the person appointed to chair the Meeting.

Completion has the meaning in Section 2.3 of the Explanatory Statement.

Completion Date has the meaning in Schedule 1 to this Notice.

Contingent Consideration has the meaning in Section 2.2 of the Explanatory Statement.

Contingent Consideration Deed has the meaning in Schedule 1 to this Notice.

Conquest Mining means Conquest Mining Pty Limited (ACN 009 232 277).

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of Navarre.

Evolution means Evolution Mining Limited (ACN 084 669 036).

Explanatory Statement means the explanatory statement which forms part of this Notice.

Funding Purposes has the meaning in Section 2.5 of the Explanatory Statement.

General Security Deed has the meaning in Section 2.3(d) of the Explanatory Statement.

Gold Spot Price Linked Consideration has the meaning in Section 2.2 of the Explanatory Statement.

Gold Spot Price Linked Payment Deed has the meaning in Schedule 1 to this Notice.

Joint Lead Managers has the meaning in Section 2.5 of the Explanatory Statement.

Listing Rules means the listing rules of ASX.

Meeting means the Extraordinary General Meeting of Shareholders the subject of this Notice.

Mining Mortgages has the meaning in Section 2.3(c) of the Explanatory Statement.

Mt Carlton Operations has the meaning in Section 2.1 of the Explanatory Statement.

Navarre means Navarre Minerals Limited (ACN 125 140 105).

Navarre Share means a fully paid ordinary share in the capital of the Navarre.

Navarre Minerals Queensland means Navarre Minerals Queensland Pty Ltd (ACN 653 931 803).

Notice means this Notice of Meeting which, for the avoidance of doubt, includes the Explanatory Statement and Proxy Form.

Participation has the meaning in Section 5.1 of the Explanatory Statement.

Placement Fee has the meaning in Section 2.5 of the Explanatory Statement.

Placement Participants means the participants in the Proposed Placement.

Placement Shares has the meaning in Resolution 1.

Proposed Placement has the meaning in Section 2.5 of the Explanatory Statement.

Proxy Form means the enclosed personalised proxy form, which forms part of this Notice.

Resolution means a resolution contained in the Notice.

Section means a section contained in the Explanatory Statement.

Schedule means a Schedule to the Notice.

Shareholder means a shareholder of Navarre.

Share Consideration has the meaning in Section 2.2(a) of the Explanatory Statement.

Subscription Agreement has the meaning in Section 2.2(a) of the Explanatory Statement.

Transaction has the meaning in Section 2.1 of the Explanatory Statement.

Underwriting Agreement has the meaning given to it in Section 2.5 of the Explanatory Statement.

Upfront Purchase Price has the meaning in Section 2.2(a) of the Explanatory Statement.

In this Notice, words importing the singular include the plural and vice versa.

Schedule 1 – Summary of terms of the Transaction Documents

Topic	Summary
Outline of Transaction	Navarre Minerals Queensland Pty Ltd (ACN 653 931 803) (Navarre Minerals Queensland), being a 100% subsidiary of Navarre, agrees to acquire the Mt Carlton Gold Mine (Mt Carlton) and Crush Creek Project (Crush Creek), located in Queensland, Australia (collectively, theMt Carlton Operations) from Conquest Mining Pty Limited (ACN 009 232 277) (Conquest Mining), a 100% owned subsidiary of Evolution Mining Limited (ACN 084 669 036) (Evolution) (theTransaction). Completion of the Transaction (Completion) is expected to occur 5 business days after satisfaction of the Conditions Precedent (Completion Date).
Consideration	In summary, as consideration for the acquisition of the Mt Carlton Operations, Navarre Minerals Queensland has agreed to pay consideration of up to A$90 million (Consideration), comprised of: ▪ Purchase Price: A$40 million in upfront consideration payable on Completion by Navarre Minerals Queensland, of which approximately A$13.2 million will be satisfied by Navarre Minerals Limited (Navarre) issuing 176,565,396 ordinary shares to Evolution (calculated by reference to the price of the shares issued under the Proposed Placement). ▪ ContingentConsideration: up to A$25 million in additional cash consideration payable upon the realisation of the following aggregate recoverable gold production milestones from Crush Creek: o A$5 million at 50koz of gold production; o A$5 million at 100koz of gold production; and o A$15 million at 175koz of gold production. ▪ Gold Price Linked Payments: up to A$25 million in additional cash consideration linked to the future gold price, with payments commencing 1 July 2023 and running for a maximum of 15 years, calculated in accordance with the following: If the average spot gold price in any quarter exceeds the equivalent of A$2,250/oz, 5% of the average spot gold price multiplied by the aggregate ounces produced from the Mt Carlton Operations and sold in that quarter. As noted, as part of the Consideration, Navarre has agreed to issue and Evolution has agreed to acquire the fully paid ordinary shares in the capital of Navarre on the terms of the Subscription Agreement.
Summary of Transaction Documents	A short summary of the documents that will be executed to implement the Transaction follows: ▪ Asset Sale Agreement (ASA):This agreement provides for the sale of the assets which comprise the Mt Carlton Operations, along with the underlying tenements, from Conquest Mining to Navarre Minerals Queensland, in return for payment of up to A$90 million Consideration including (i) A$40 million in upfront consideration payable on Completion by Navarre Minerals Queensland, of which approximately A$13.2 million will be satisfied

Topic Summary

Navarre issuing 176,565,396 ordinary shares to Evolution calculated by reference to the original offer price per share under the Proposed Placement, (ii) up to A$25 million in Contingent Consideration and (iii) up to A$25 million in Gold Price Linked Payments. The ASA requires (i) Evolution and Navarre to enter into the Subscription Agreement once the number of subscription shares to be issued to Evolution is ascertained and (ii) Navarre, Navarre Minerals Queensland and Conquest to enter into the Contingent Consideration Deed and the Gold Price Linked Payment Deed in respect of the Contingent Consideration and Gold Price Linked Payments respectively. Navarre Minerals Queensland has limited rights to seek the termination of the Asset Sale Agreement in the event of a material adverse change. In addition, this agreement also provides for Conquest Mining, Evolution or a related body corporate to use reasonable endeavours to provide a transitional environmental bond for the benefit of Navarre Minerals Queensland for a period of up to 24 months in the event that the Queensland Department of Resources (pursuant to Queensland environmental laws) requires Navarre Minerals Queensland to provide surety for the full estimated rehabilitation cost of the Mt Carlton Operations (currently estimated to be approximately $32 million).

▪ Contingent Consideration Deed: This deed obliges Navarre Minerals Queensland to pay to Conquest Mining the Contingent Consideration of up to $A25 million in three tranches linked to realisation of each of the aggregate recoverable gold production milestones from Crush Creek as follows:

• $5 million upon aggregate recoverable gold production reaching 50,000 ounces of gold from Crush Creek;

• $5 million upon aggregate recoverable gold production reaching 100,000 ounces of gold from Crush Creek; and

• $15 million upon aggregate recoverable gold production reaching 175,000 ounces of gold from Crush Creek.

In consideration of Navarre Minerals Queensland entering into this deed, Navarre has agreed to guarantee Navarre Minerals Queensland’s obligations under this deed and indemnify Conquest Mining against any liabilities incurred in connection with Navarre Minerals Queensland’s performance of or default on its obligations under the deed.

▪ Gold Price Linked Payment Deed: This deed obliges Navarre Minerals Queensland to pay to Conquest Mining the Gold Linked Price Payments of up to $A25 million, with payments commencing 1 July 2023 and running for a maximum of 15 years. The Gold Price Linked Payments are only payable where the average spot gold price for a quarter is greater than A$2,250 per ounce. Where the average gold spot price is above this amount, Gold Price Linked Payments are calculated as follows:

Gold Price Linked Payment = P x 0.05 x Quarterly Gold Production

where:

Topic Summary

P = the average of the gold spot price (as quoted on the London Metals Exchange and converted to Australian dollars) during a quarter. Quarterly Gold Production = the aggregate recoverable gold produced during a quarter from the Mt Carlton Operations. In consideration of Navarre Minerals Queensland entering into this deed, Navarre has agreed to guarantee Navarre’s obligations under this deed and indemnify Conquest Mining against any liabilities incurred in connection with Navarre Minerals Queensland’s performance of or default on its obligations under the deed. ▪ Transitional Services Agreement: Under the Asset Sale Agreement, prior to Completion the parties must negotiate in good faith and agree amendments to the form of Transitional Services Agreement included as a Schedule to the Asset Sale Agreement, and in relation to the services that will be performed pursuant to it. This agreement outlines the terms on which Conquest Mining and Evolution will provide, or procure the provision of, transitional services to assist with the orderly transition of the Mt Carlton Operations from Conquest Mining to Navarre Minerals Queensland for a period of up to 90 days after Completion, in consideration for the payment of a monthly fee. Under the ASA, it is agreed that the total value of the services will not exceed (i) A$150,000 per calendar month or (ii) A$750,000 in aggregate. Entry into this agreement is a Completion deliverable under the Asset Sale Agreement. ▪ General Security Deed: This deed is only required to be entered into in the event that Conquest Mining, Evolution or a related body corporate provide the transitional environmental bond contemplated as being provided in the Asset Sale Agreement. Under this deed, Navarre Minerals Queensland agrees to grant to Conquest Mining and Evolution a security interest in Navarre Minerals Queensland’s present and after-acquired property to secure the repayment of any transitional environmental surety that Conquest Mining, Evolution or a related body corporate provides to Navarre Minerals Queensland under the Asset Sale Agreement. Under the ASA, Navarre is required to seek and obtain shareholder approval prior to the entry into this deed. In the event that Navarre is unable to obtain shareholder approval, Navarre Minerals Queensland will effectively be required to implement its own financial surety for the benefit of the State of Queensland. ▪ Mining Mortgages: Navarre Minerals Queensland will enter into two Mining Mortgages under which Navarre Minerals Queensland mortgages its right, title and interest from time to time in and to the relevant mining tenements to Conquest Mining. Each mortgage is given to secure payment by Navarre Minerals Queensland of amounts owing under or in connection with its obligations under the Contingent Consideration Deed and Gold Price Linked Payment Deed (as applicable) and relate to the tenements to which the Contingent Consideration Deed or Gold Price Linked Payment Deed (as applicable) apply. ▪ Subscription Agreement: Navarre and Evolution will enter into a subscription agreement under which Navarre will issue 176,565,396 Navarre Shares to Evolution (being approximately A$13.2 million in Navarre Shares calculated by reference to the original offer price per share under the Proposed Placement).

Topic	Summary
Conditions Precedent	Asset Sale Agreement: Completion of the Asset Sale Agreement is subject to the following Conditions Precedent: ▪ (Indicative approval to transfer of tenements) Minister giving indicative approval to the transfer of the Tenements and any conditions specified in such indicative approval being satisfactory to Navarre Minerals Queensland and Conquest Mining (each acting reasonably); ▪ (Shareholder approval) Navarre obtaining shareholder approval for the Proposed Placement of ordinary shares in Navarre’s capital to raise sufficient capital to proceed to Completion; and ▪ (Caveator consent) consent of relevant caveat holders is provided (by way of registerable consent forms) to the indicative approval and transfer of the relevant tenements and lodgement of the proposed Mining Mortgages.
Pre-Completion Restrictions	The Asset Sale Agreement contains typical restrictions and prohibitions on Evolution and Conquest Mining in respect of the operation of the Mt Carlton Operations between the agreement date and the Completion Date. Prior to effecting transfer of legal and beneficial title in the Mt Carlton Operations after Completion, there are also certain obligations, restrictions and prohibitions on Evolution and Conquest Mining in respect of the Mt Carlton Operations until such time that Navarre Minerals Queensland has legal title.
Warranties	The Asset Sale Agreement contains a number of warranties given by Conquest Mining and Navarre Minerals Queensland to each other which are typical for the nature of the Transaction.
Seller Indemnities	Asset Sale Agreement The Asset Sale Agreement contains the following seller indemnities: ▪ Private Royalty indemnity: Conquest Mining indemnifies Navarre Minerals Queensland against liability or royalty payments incurred by Navarre Minerals Queensland in respect of certain historical private royalties; and ▪ Third Party Claims indemnity: Conquest Mining indemnifies Navarre Minerals Queensland against all costs reasonably incurred by Navarre Minerals Queensland in respect of action taken by Navarre Minerals Queensland at the direction of Conquest Mining in respect of an actual or potential third party claim after Completion.

Schedule 2 – Summary of terms of the Underwriting Agreement

Topic	Summary
Overview	The Proposed Placement is underwritten pursuant to the Underwriting Agreement between Navarre and the Joint Lead Managers (RBC Capital Markets and Canaccord Genuity (Australia) Limited). Under the terms of the Underwriting Agreement, the Joint Lead Managers have agreed to fully underwrite the issue of the Placement Shares (as defined in Resolution 1 above), subject to the terms and conditions of that agreement. In particular, if the Managing Director’s proposed participation in the Proposed Placement is not approved by Navarre shareholders at the Extraordinary General Meeting in accordance with ASX Listing Rule 10.11, then the Joint Lead Managers’ obligation to underwrite the Proposed Placement will be reduced by that number of Navarre shares allocated to the Managing Director under the Proposed Placement. The Underwriting Agreement is subject to certain customary terms and conditions, including conditions precedent and termination rights. In particular, the Joint Lead Managers may terminate the Underwriting Agreement in the event that the Asset Sale Agreement is terminated and the Transaction does not proceed.
Termination Rights	Each Joint Lead Manager has the right to terminate the Underwriting Agreement without cost or liability by notice to Navarre if certain events occur at any time before 4.00pm on the settlement date for the Proposed Placement (Thursday, 18 November 2021), or during any other specified period, including (without limitation): ▪ there is a delay of more than one business day for an event in the timetable for the Proposed Placement without consent from the Joint Lead Managers; ▪ Navarre alters its capital structure without the Joint Lead Manager’s consent (other than as contemplated under the Underwriting Agreement); ▪ a specified insolvency event occurs in relation to Navarre or any of its group members; ▪ there is a material adverse effect when compared to the position disclosed in any document issued or published by or on behalf of Navarre in respect of the Proposed Placement (Placement Documents); ▪ Navarre or any of its directors or officers (as defined in the Corporations Act) engage in fraudulent conduct or activity in connection with the Proposed Placement; ▪ there are not, or there ceases to be, reasonable grounds for any forecast, expression of opinion, belief, intention or expectation disclosed by Navarre in the Placement Documents; ▪ a material statement contained in the Placement Documents is, or the Joint Lead Managers become aware that such a statement was at the time it was made, false, misleading or deceptive (including by omission); ▪ ASIC issues, or threatens in writing to issue proceedings or commences any public, formal inquiry or investigation in relation to the Proposed Placement that is not withdrawn within 2 business days; ▪ ASX makes an official statement or indicates to Navarre or the Joint Lead Managers that existing Navarre Shares will be removed from the official list or suspended from

Topic Summary

quotation, or that quotation of all the Placement Shares will be not be granted by ASX or such suspension from quotation occurs which is not withdrawn within 2 business days; or ▪ at market close on the date of the Proposed Placement’s bookbuild, the S&P/ASX All Ordinaries Gold Index has fallen by 10% or more below its level at market close on the trading day immediately prior to the date of the Underwriting Agreement. The Underwriting Agreement also contains a number of restructuring events. If any of the restructuring events occurs before 4.00pm on the settlement date for the Proposed Placement (Thursday, 18 November 2021), Navarre and the Joint Lead Managers must work together in good faith to determine restructured deal terms (for example a new issue price or revised timetable for the Proposed Placement) within a specified time, in order to implement the Proposed Placement for the underwritten amount. If a revised structure for the funding cannot be agreed, then any Joint Lead Manager may terminate the Underwriting Agreement by notice to Navarre, provided that in the reasonable and bona fide opinion of the Joint Lead Manager, the relevant event: • has, or is likely to have, a material adverse effect on the marketing, outcome, success or settlement of the Proposed Placement, the likely price at which the New Shares will trade on the ASX or the willingness of investors to subscribe for New Shares; • has given, or would be likely to give, rise to a liability for the Joint Lead Manager under an applicable law; or • has given, or would be likely to give, rise to a contravention by the Joint Lead Manager or the Joint Lead Manager being involved in a contravention of the Corporations Act 2001 (Cth) or any other applicable law. The restructure events include, without limitation: ▪ Navarre is in breach of the Underwriting Agreement or any of its representations or warranties made under the Underwriting Agreement were not true or correct when made or taken to have been made; ▪ Navarre or any of its group members breaches or defaults under a financing arrangement or any related documentation, the effect of which has or is likely to have a material adverse effect (including the acceleration of payments under the debt or financing arrangement) and that breach or default is not waived by the relevant financier(s); ▪ there is a change in the chief executive officer, chief financial officer or the board of directors of Navarre; ▪ information provided by, or on behalf of, Navarre to the Joint Lead Managers for due diligence investigations is or becomes false or misleading or deceptive or likely to mislead or deceive (including by omission); ▪ a government agency commences (or announces that it intends to commence) any public action against Navarre, any of its group members or a officers that is not withdrawn within 2 business days; ▪ there is a change, or a public announcement to change, specified types of law or policy;

Topic	Summary
	▪ Navarre has contravened an applicable law; ▪ specified market disruptions or hostilities occur; or ▪ certain specified regulatory actions or other proceedings or investigations occur.
Other conditions, undertakings and indemnities	The Joint Lead Managers’ obligations under the Underwriting Agreement are subject to customary conditions precedent. If any of the conditions are not met by the specified time, the Joint Lead Managers will not be liable to underwrite the Proposed Placement. In particular, underwriting of the Proposed Placement is conditional on, amongst other things: ▪ (Evolution subscription) Evolution (or a Related Body Corporate) having entered into the Subscription Agreement (in accordance with the terms of the Asset Sale Agreement) and the Subscription Agreement not being terminated or amended prior to settlement of the Proposed Placement; ▪ (Shareholder approval) Navarre’s Shareholders, at the EGM, voting in favour of issuing New Shares under the Proposed Placement pursuant to ASX Listing Rule 7.1; and ▪ (Asset Sale Agreement) the Asset Sale Agreement in relation to the Transaction being executed and not materially breached, terminated (or becoming terminable by the other party), rescinded or materially altered or amended without the Joint Lead Managers’ consent. The Underwriting Agreement also contains undertakings from Navarre, conditions, and representations and warranties from Navarre and the Joint Lead Managers that are customary for an underwriting of this nature. Subject to certain exceptions, Navarre has agreed to indemnify and hold harmless the Joint Lead Managers and their associated indemnified parties from and against all losses incurred by, and claims made against, an indemnified party in relation to the Proposed Placement and the Placement Documents or any review, inquiry or investigation by a regulatory or government entity.

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 2:00pm (AEDT) on Saturday, 13 November 2021.

 TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/navarregm2021 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 2:00pm (AEDT) on Saturday, 13 November 2021 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/navarregm2021  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

The health and safety of members, Company personnel and other stakeholders is the highest priority, and the Company is acutely aware of the current circumstances that result from COVID-19. While the COVID-19 situation continues to change and remains uncertain, based on the best information available to the Board at the time of the Notice, the Company will conduct a poll on all resolutions in the Notice using the proxies filed prior to the Meeting. Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice. Shareholders attending the Extraordinary General Meeting virtually will be able to ask questions and the Company has made provision for Shareholders who register their attendance before the start of the meeting to also cast their votes on the proposed resolutions.

Navarre Minerals Limited ABN 66 125 140 105

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Navarre Minerals Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the General Meeting of the Company to be held as a virtual meeting on Monday, 15 November 2021 at 2:00pm (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a poll and your vote will not be counted in calculating the required majority for the poll.

For Against Abstain*

Resolution 1 Approval to issue Placement Shares under Listing Rule 7.1 Resolution 2 Approval to issue Navarre Shares to Evolution Mining Limited under Listing Rule 7.1 Resolution 3 Director participation in Placement – Mr Ian Holland

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STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director

Securityholder 3 Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2021