AUREKA LIMITED — Share Issue/Capital Change 2011

Mar 29, 2011

OPTION PLAN RULES

FOR

Navarre Minerals Limited (ABN 125 140 105)

(“the Company”) and its subsidiaries

syddocs 619028v2 SSEG

Table of Contents

NAME OF PLAN	4
PURPOSE OF THE PLAN	4
WHO IS ELIGIBLE TO PARTICIPATE	4
OFFERS	4
HOW IS AN OFFER MADE	5
HOW IS AN OFFER TO BE ACCEPTED	5
ACCEPTING PART OFFERS	5
OPTION CERTIFICATE	5
RESTRICTIONS AND DURATION OF OPTIONS	5
WHEN CAN OPTIONS BE EXERCISED	5
EXERCISE OF OPTIONS	6
REMAINING OPTIONS	6
TIME FOR ALLOTMENT AND ISSUE	6
SHARES TO RANK EQUALLY	6
BONUS ISSUES	6
PRO RATA ISSUE	7
NOTIFICATION OF ADJUSTMENT	7
RECONSTRUCTIONS	7
ROUNDING OF ENTITLEMENTS	7
SUB-DIVISION OR CONSOLIDATION OF SHARES	7
VALUE OF SHARES TO BE INCREASED OR DECREASED	8
NO ADDITIONAL BENEFITS	8
RIGHTS OF OPTION HOLDER	8
ADVICE	8
FRACTION OF A SHARE TO BE DISREGARDED	8
ENTITLEMENT TO DIVIDENDS	8
ASSIGNABILITY OF OPTIONS	8
NEW ISSUES	9
NOTICES	9
JURISDICTION	9
AMENDMENT OF THE PLAN	9
ADMINISTRATION	9
QUOTATION OF SHARES	9
DISPUTE RESOLUTION PROCEDURE	9
SUSPENSION OF PLAN	10
NOTICE OF SUSPENSION	10
TERMINATION OF PLAN	10
SEVERANCE	10
ACKNOWLEDGEMENT OF RISK	11

syddocs 619028v2 SSEG

11 14 15

DEFINITIONS

ANNEXURE “A” ANNEXURE “B”

syddocs 619028v2 SSEG

1 Name of plan

This Plan is to be known as the Navarre Minerals Limited Option Plan.

2 Purpose of the Plan

The object of this Plan is to enable the Company to offer to Directors and Employees Options to acquire Shares in the Company.

3 ASX Listing Rules

This Plan is subject to the ASX Listing Rules. If the Plan is inconsistent with the ASX Listing Rules, the Company must follow those rules to the extent of the inconsistency.

4 Who is eligible to participate

All Eligible Persons are eligible to participate.

5 Offers

• 5.1 The Board may make offers to Eligible Persons to accept Options to acquire Shares. The Board may determine to which Eligible Persons it will make offers and the number of Options they will be offered. Unless the Board otherwise determines, Options will be granted for nil consideration.

• 5.2 Subject to the ASX Listing Rules and Clause 5.3 below, the Company is prohibited from issuing Options under this Plan if at the date of issue the aggregate number of:

• unissued Shares to which Options issued under this Plan relate; and

• Shares issued as a result of the exercise of Options issued under this Plan or under any other employee share scheme during the previous 5 years,

exceeds 5% of the number of issued Shares in the Company.

• 5.3 Offers made, Options outstanding or shares issued by way of or as a result of:

• an offer to a person situated at the time of receipt of the offer outside Australia;

• an offer that was an excluded offer or invitation within the meaning of the Corporations Law as in force before the commencement of Schedule 1 to the Corporate Law Economic Reform Program Act 1999;

• an offer that did not need disclosure to investors because of Section 708 of the Corporations Act;

• an offer that did not require the giving of a product disclosure statement because of Section 1012D of the Corporations Act; or

• an offer made under a disclosure document or product disclosure statement issued under the Corporations Act,

should be disregarded for the purpose of calculating the number of Options granted to employees under existing plans under clause 5.2.

syddocs 619028v2 SSEG

6 How is an offer made

Offers shall be made to Eligible Persons in writing. The offers must specify:

• the maximum number of Options available to the Eligible Person;

• the Exercise Price of each Option;

• the Exercise Period and Vesting Date;

• the duration of the Options; and

• the Exercise Conditions (if applicable);

shall be accompanied by an Application and a copy of this plan.

7 How is an offer to be accepted

An Eligible Person or a nominee of the Eligible Person may accept the offer by completing the Application and delivering it to the Company at its registered office by 5:00pm on or before the Acceptance Date.

8 Accepting part offers

An Eligible Person may accept part of the Options offered. However, an Eligible Person may not later take up the remaining Options unless they are re-offered by the Board. If an Eligible Person accepts part of an offer, he or she may do so only if the number of Shares acquired will not be less than a marketable parcel as defined by the ASX Listing Rules.

9 Option certificate

The Board shall issue an Option certificate or holding statement (as they case may be) for the Options to an Eligible Person as soon as practicable after receiving the Application.

10 Restrictions and duration of Options

Unless a date is determined by the Board in its absolute discretion, each Option shall expire on the earliest of :

• Termination of employment or directorship; or

• six (6) years after the date it is issued;

11 When can Options be exercised?

• 11.1 Subject to clause 11.2, Options must be exercised before they expire otherwise they lapse. Subject to the satisfaction of any Exercise Conditions, an Option may be exercised by an Option Holder at the following times and in the following circumstances:

• during the Exercise Period;

• within ninety (90) days of the Retirement of the Eligible Person;

syddocs 619028v2 SSEG

• within one hundred and twenty (120) business days of the death or total and permanent disablement of the Eligible Person (as determined by the Board in its absolute discretion); and

• where a Change in Control occurs, at any time within ten (10) business days of the Change of Control occurring.

• 11.2 Directors may only exercise their Options during the Exercise Period in the period permitted by the Company’s Corporate Governance Code of Conduct which allows Directors to trade in the Company’s securities.

12 Exercise of Options

An Option must be exercised by the Option Holder sending:

• an Exercise Notice;

• the relevant Option certificate (if any), and

• payment of the Exercise Price in cleared funds for each Option exercised, to the registeredoffice of the Company before 5:00pm on the expiration date.

13 Remaining Options

If an Option is exercised in part the Board shall note on the Option certificate the number of Options remaining. The information contained on such copy or record shall be conclusive evidence of the number of Options remaining.

14 Rights to Shares

On exercise of an Option, the holder is entitled to be allotted one fully paid ordinary share (subject to any adjustments referred to below).

15 Time for allotment and issue

The Board shall allot to the Option Holder, within 10 business days of the receipt of the Exercise Notice and payment in full of the Exercise Price for all Options exercised so many Shares as corresponds with the number of Options exercised. The Board may issue a share certificate for such Shares if applicable.

16 Shares to rank equally

The Shares allotted when an Option is exercised shall rank equally in all respects with the other Shares on issue.

17 Bonus issues

Subject to the ASX Listing Rules, if the Company makes a bonus issue of Shares, then upon exercise of their Options an Option holder will be entitled to have issued to them (in addition to the Shares which would otherwise be issued to them upon such exercise) the number of Shares which would have been issued to them under that bonus issue (bonus Shares) if he or she had exercised the Options before the record date for the bonus issue.

syddocs 619028v2 SSEG

18 Pro rata issue

If the Company makes a pro rata issue of Shares, the Exercise Price of each Option will be reduced in accordance with the formula set out in ASX listing rule 6.22 or its successor.

19 Notification of adjustment

The Board shall notify each Option Holder and the ASX of any adjustment to the number of Shares, Options or other securities over which their Options exist or variation in Exercise Price within one Month of the Record Date for the bonus issues or pro rata issues.

20 Reconstructions

Subject to the ASX Listing Rules, if the Company reduces its issued share capital by way of:

• a return of capital, the number of Options immediately prior to the reduction shall remain the same. The Exercise Price of each Option shall be reduced by the same amount as the reduction of the value of each share;

• a pro rata cancellation of capital, the number of Options immediately prior to the cancellation shall be decreased in the same proportion as is the issued capital. The Exercise Price of each Option shall be amended by an amount inversely proportionate to the reduction in the issued capital; and

• a reduction of capital by a cancellation of paid up capital that is lost or not represented by available assets where no securities are cancelled. The number of Options and the Exercise Price of each Option shall remain unaltered.

21 Rounding of entitlements

The same provisions with respect to rounding of entitlements as sanctioned by general meeting of the Company approving the reduction of issued capital shall apply to the Options. In all other respects this plan will continue to apply.

22 Sub-division or consolidation of Shares

If the Shares are subdivided or consolidated, the number of Options shall be increased or decreased in the same ratio as are the Shares in the reconstruction of the issued capital of the Company and the Exercise Price must be amended in inverse proportion to that ratio. The provisions with respect to rounding of entitlements as sanctioned by the meeting of the Company approving the reconstruction shall apply to the Options. In all other respects this plan will continue to apply.

23 Value of Shares to be increased or decreased

If the value of the Shares is increased or decreased, as a consequence of the consolidation or subdivision of Shares, the Exercise Price of each Option shall be increased or decreased by an amount inversely proportionate to the change in the value of the share.

24 No additional benefits

No benefits may be conferred upon any Option Holder which are not conferred on any other shareholder.

syddocs 619028v2 SSEG

25 Rights of Option Holder

Nothing in this Plan:

• confers on any Option Holder the right to continue as an Employee or Director of the Company or its subsidiaries;

• affects any rights which the Company or its subsidiaries may have to terminate the employment of any Employee; or

• may be used to increase damages in any action brought against the Company or its subsidiaries in respect of any such termination.

26 Advice

Eligible Persons should obtain their own independent advice at their own expense on the financial, taxation and other consequences to them of or relating to participation in the Plan.

27 Fraction of a share to be disregarded

Where an entitlement to an Option Holder results in the Option Holder becoming entitled to a fraction of a share, the fraction shall be disregarded.

28 Entitlement to dividends

An Option Holder is only entitled to receive a dividend on a share where the Option for that share was exercised on or before the day the dividend was declared.

29 Assignability of Options

Each Option is personal to each Option Holder. An Option may only be assigned to a Company in which the Option Holder owns one share beneficially or to a trustee or a trust fund of which the Option Holder is a beneficiary.

30 New issues

An Option Holder may not participate in a new issue of Shares without exercising the Option. The Company will send a notice to each holder of Options at least seven Business Days before the relevant record date to give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue

31 Notices

Any notice regarding the Options shall be sent to the respective addresses of the Option Holder as recorded in the register of Options holders maintained by the Company.

syddocs 619028v2 SSEG

32 Jurisdiction

This plan shall be governed by and construed in accordance with the laws of the State of Victoria. Each of the Option Holders submits to the non-exclusive jurisdiction of the Courts of Victoria.

33 Amendment of the plan

• 33.1 The Plan may be amended from time to time by resolution of the Board.

• 33.2 In proposing any amendment to the plan, the Board must observe any requirements about the amendment of this plan imposed by the ASX Listing Rules.

34 Administration

The Board shall administer this plan free of charge and in accordance with the ASX Listing Rules. The Board shall keep a register of Option Holders as required by law.

35 Quotation of Shares

The Company will use all reasonable endeavours to obtain quotation of the Shares on the official list of the ASX.

36 Dispute resolution procedure

If an Eligible Person has any dispute or grievance concerning the interpretation of this plan the following procedures apply;

• The Eligible Person may write to the Company advising them of the dispute or grievance. The Company shall consider the information provided to it and provide a written response to that person within 14 days.

• If the Eligible Person is not satisfied with this response, then he or she may submit the dispute to an independent expert which will act as a mediator. An independent expert will be a person agreed to by the Company or, if the Company does not agree, shall be appointed by the Law Society of NSW.

• The independent expert will determine the procedures of the mediation and the Executive and the Company will bear their own costs and share the fees of the independent expert. The independent expert will be instructed to complete the dispute resolution within 21 days of receiving instructions, unless the Eligible Person and the Company agree otherwise. The Eligible Person and the Company must fully co-operate with the independent expert including by providing all information that he or she reasonably requests.

• An Eligible Person must not commence legal proceedings in respect of a dispute or grievance until the independent expert certifies that this dispute resolution procedure has been completed. However, this does not prevent an Eligible Person from seeking urgent injunctive relief.

syddocs 619028v2 SSEG

37 Suspension of plan

The Board may suspend the plan at any time. If the Board suspends the plan notice shall be given to the Eligible Persons in such manner as the Board determines. No offers under the plan shall be made during any period during which the plan is suspended.

38 Notice of suspension

Where the Board suspends the plan the notice of suspension shall specify:

• the date from which the operation of the plan is to be suspended;

• whether the operation of the plan is to be suspended in general or in respect of certain rules or persons; and

• the Board may by notice to the Executive revoke a suspension of the plan.

39 Termination of plan

The Board may terminate the plan at any time. If the plan is terminated, the Board shall not make any further issue of Options under the plan but shall continue to administer the plan in accordance with these terms.

40 Severance

If any term of this plan is unenforceable, it shall be read down so as to be enforceable. If such a rule cannot be so read down, the term where possible, the offending words, shall be severed from this plan without affecting the enforceability of the remaining provisions (or parts of those provisions) of these rules. Those remaining provisions shall continue to apply.

41 Acknowledgement of risk

An Eligible Person who chooses to participate in the plan does so at his or her own risk and acknowledges that;

• He or she may suffer financial detriment; and

• The Company, the Board, their officers or any other employees do not represent that the market value of Shares will be maintained or exceeded.

syddocs 619028v2 SSEG

Definitions

In this plan, unless the context indicates a contrary intention:

Acceptance Date means the last day upon which an Eligible Person may accept the offer made by the Company, which shall be not later than sixty (60) days from the date of the offer; Application means a form substantially in the form set out in Annexure “A” or such other form as the Board approves; ASX means Australian Stock Exchange Limited (ACN 008 624 691); ASX Listing Rules means the listing rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX; Board means the Board of Directors of the Company from time to time; Change in Control Change of Control means the occurrence of an event or circumstance where a person who is not presently able to do any of the following things becomes able to do one of the following things (whether directly or indirectly or through one or more intervening persons, companies or trusts):

1. control the composition of more than one half of the Company's board of directors;

2. be in a position to cast, or control the casting of, more than one half of the maximum number of votes that might be cast at a general meeting of the members of the Company; or

3. hold or have a beneficial interest in more than one half of the issued share capital of the Company.

Company means Navarre Minerals Ltd. ABN 125 140 105; Date of Issue means the date on which an Option is granted or issued to an Option Holder; Date of Offer means the date on which an Option is offered to an Eligible Person; Director means full-time or part-time director of the Company or any of its subsidiaries; Eligible Person means a Director, executive or Employee approved by the Board for participation in the plan; Employee means a full-time or part-time employee of the Company or its subsidiaries who is declared by the Board to be an employee for the purpose of the Plan; Exercise Condition mean any condition determined by the Board which must be met prior to an Eligible Person being able to exercise the Option; Exercise Notice means a notice substantially in the form set out in Annexure “B” or such other form as the Board may approve; Exercise Period means the period in which the Option can be exercised which is determined by the Board at the time of the grant of the Option;

syddocs 619028v2 SSEG

Exercise Price	means the price as determined by the Board at which each Option for each
	share may be exercised, as adjusted in accordance with these plan rules or
	the ASX Listing Rules, provided that the price is not less than $0.20;
Month	means calendar Month;
Option	means an Option to acquire one ordinary share credited as fully paid in the
	capital of the Company;
Option Holder	means the registered holder of Options under this plan, the legal personal
	representative in the event of the death or the total and permanent
	disablement of such person and their permitted assigns;
Plan	means the Navarre Minerals Limited Option Plan established and operated in
	accordance with these rules;
Record Date	means a date on which shareholders’ entitlements, any bonus issue or right
	issue are determined;
Retirement	means the termination of an Option Holder’s engagement as a full time
	salaried Director or Employee by reason of reaching the age of sixty-five (65)
	years or more or the lawful age of Retirement whichever is sooner;
Shares	means fully paid or ordinary Shares in the capital of the Company allotted
	under this plan; and
Termination	means the termination of the appointment of an Employee or Director.
Vesting Date	means the first date of the Exercise Period.

syddocs 619028v2 SSEG

ANNEXURE “A”

Navarre Minerals Limited Option Plan

(the ‘Plan’)

APPLICATIONS

TO:

The Directors Navarre Minerals Limited (the “Company”)

FROM :

………………………………………………………………………………..

(ELIGIBLE PERSON)

OF :

………………………………………………………………………………… (SPECIFY ADDRESS)

I apply for ……………………………………..[insert number] Options to acquire fully paid ordinary Shares in the capital of the Company (the “Shares”) as specified in the offer to me dated the …….. day of ………………………, …....... (the “offer) or as amended in accordance with the Plan.

I have read and understood the Plan.

3 I agree to take any Shares allotted to me as a result of any exercise of Options, subject to the terms and conditions of the Plan, the Offer, and the Company’s constitution.

DATED this ………… day of ………………………………………, ……….

SIGNED

………………………………………………………

(SIGNATURE OF ELIGIBLE PERSON)

syddocs 619028v2 SSEG

ANNEXURE “B”

Navarre Minerals Limited Option Plan

(the ‘'Plan')

EXERCISE NOTICE

I, ………………………………………….. (the “Option Holder”)

(specify name)

Of …………………………………………………………………………. (specify address)

being the holder of ……. Options issued in accordance with the plan give the Directors of the Company notice that I exercise ……. Options to acquire fully paid ordinary Shares in the capital of the Company (the “Shares) in accordance with the plan.

A cheque payable to the Company is attached in the sum of $............... being the total moneys payable for the number of Options being exercised.

I acknowledge that:

• I am bound by the Plan, the Company’s constitution; and

• The Company may only issue Shares to me as a consequence of exercise of the Options the subject of this Exercise Notice under the Plan.

DATED this ………… day of ………………………………………, ……….

SIGNED

……………………………………………………… (SIGNATURE OF OPTION HOLDER)

syddocs 619028v2 SSEG