AUREKA LIMITED — Share Issue/Capital Change 2018

Apr 10, 2018

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

Navarre Minerals Limited

ABN

66 125 140 105

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Unlisted options to acquire ordinary shares
	5,400,000
	(a) 3,000,000 options granted to the Managing Director pursuant to the Company’s Option Plan and on the following additional terms: Grant date: 10 April 2018 Exercise price: 15 cents Expiry date: 10 April 2023 Vesting: one-third vest when closing share price exceeds exercise price for 10 consecutive trading days after 10/4/18; one-third vest when closing share price exceeds exercise price for 10 consecutive trading days after 10/4/19; one-third vest when closing share price exceeds exercise price for 10 consecutive trading days after 10/4/20, subject to the continued employment of the Managing Director on the relevant vesting date.

• See chapter 19 for defined terms.

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(b) 2,400,000 options (in total) granted to the nonexecutive directors pursuant to the Company’s Option Plan and on the following additional terms: Grant date : 10 April 2018 Exercise price : 15 cents Expiry date : 10 April 2023 Vesting : in one single tranche when closing share price exceeds exercise price for 10 consecutive trading days after 10/4/18, subject to the relevant non-executive director continuing to hold office as a director of the Company on the vesting date.

4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1	No. Shares issued as a result of exercise of the options will rank equally in all respects with the fully paid ordinary shares on issue at the time of exercise.
	Nil
	Grant of options to directors as part of remuneration and as approved by shareholders at the Navarre Minerals Limited Extraordinary General Meeting held on 10 April 2018.
	Yes
	17 November 2017
	Nil

• See chapter 19 for defined terms.

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6d Number of +securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Nil	Nil
	Nil
	5,400,000
	N/A
	N/A
	See Annexure 1
	10 April 2018
	Number	+Class
	294,646,251	Fully paid ordinary shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	250,000 150,000 700,000 700,000 4,250,000 5,400,000	$0.10 options (expire 31/12/18) $0.04 options (expire 31/12/19) $0.07 options (expire 31/12/21) $0.09 options (expire 31/12/21) $0.15 options (expire 29/1/23) $0.15 options (expire 10/4/23)

• 10 Dividend policy (in the case of a The Company does not presently have a formal trust, distribution policy) on the dividend policy. increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions

• See chapter 19 for defined terms.

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18	Names of countries in which the
	entity has security holders who
	will not be sent new offer
	documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on
	security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and offer documents will be
	sent to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on exercise,
	the date on which notices will be
	sent to option holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell their
	entitlements_in full_through a
	broker?
31	How do security holders sell_part_
	of their entitlements through a

• See chapter 19 for defined terms.

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broker and accept for the balance?

• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Issue date

• See chapter 19 for defined terms.

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Part 3 - Quotation of securities

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

34 Type of[+] securities ( tick one )

• (a) ✓ +Securities described in Part 1

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

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

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

1 - 1,000

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

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

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

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

Number +Class

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

• See chapter 19 for defined terms.

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Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

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

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

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

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

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

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

Sign here: (Company secretary)

Date: 11 April 2018

Print name: Jane Nosworthy

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

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

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

Part 1

Rule 7.1 – Issues exceeding 15% of capital

art 1	art 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	173,927,635
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	21,076,166 ordinary shares (App 3B 30/6/17) – entitlement offer, rule 7.2 exception 1 13,709,361 ordinary shares (App 3B 30/6/17) – entitlement offer shortfall, rule 7.2 exception 3 13,333,333 ordinary shares (App 3B 30/6/17) – placement pursuant to LR 7.1A, approved by shareholders under LR 7.4 on 17/11/17 31,213,016 ordinary shares (App 3B 19/10/17) – placement pursuant to LR 7.1, approved by shareholders under LR 7.4 on 10/4/2018 7,537,983 ordinary shares (App 3B 19/10/2017) – placement pursuant to LR 7.1A, approved by shareholders under LR 7.4 on 10/4/2018 1,993,941 ordinary shares (App 3B 3/11/17) – option exercise, rule 7.2 exception 4 250,000 ordinary shares (App 3B 9/11/17) – option exercise, rule 7.2 exception 4 2,568,396 ordinary shares (App 3B 16/11/17) – option exercise, rule 7.2 exception 4 2,685,810 ordinary shares (App 3B 20/11/17) – option exercise, rule 7.2 exception 4 614,942 ordinary shares (App 3B 23/11/17) – option exercise, rule 7.2 exception 4 1,320,625 ordinary shares (App 3B 30/11/17) – option exercise, rule 7.2 exception 4 401,219 ordinary shares (App 3B 1/12/17) – option exercise, rule 7.2 exception 4

• See chapter 19 for defined terms.

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	3,064,502 ordinary shares (App 3B 13/12/17) – option exercise, rule 7.2 exception 4 3,699,385 ordinary shares (App 3B 8/1/18) – option exercise, rule 7.2, exception 4 894,234 ordinary shares (App 3B 17/1/18) – option exercise, rule 7.2, exception 4 350,134 ordinary shares (App 3B 24/1/18) – option exercise, rule 7.2, exception 4 224,454 ordinary shares (App 3B 22/2/18) – option exercise, rule 7.2, exception 4 3,503,309 ordinary shares (App 3B 6/3/18) – option exercise, rule 7.2, exception 4 1,575,960 ordinary shares (App 3B 13/3/18) – option exercise, rule 7.2, exception 4 4,456,762 ordinary shares (App 3B 19/3/18) – option exercise, rule 7.2, exception 4 2,240,668 ordinary shares (App 3B 22/3/18) – option exercise, rule 7.2, exception 4 3,912,635 ordinary shares (App 3B 28/3/18) – option exercise, rule 7.2, exception 4 91,781 ordinary shares (App 3B 5/4/18) – option exercise, rule 7.2, exception 4
Subtractthe number of fully paid +ordinary securities cancelled during that 12 month period	Nil
“A”	294,646,251
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	44,196,937 (rounded down)
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note:	Nil

• See chapter 19 for defined terms.

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• This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
“C”	Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	44,196,937
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	44,196,937 [Note: this is the remaining placement capacity under rule 7.1]

Part 2

art 2	art 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1,	294,646,251
,Step 2: Calculate 10% of “A”
“D”	0.10 [Note: this value cannot be changed]
Multiply“A” by 0.10	29,464,625 (rounded down)
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities	Nil

• See chapter 19 for defined terms.

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• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items
“E”	Nil
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	29,464,625
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	29,464,625 [Note: this is the remaining placement capacity under rule 7.1A]

• See chapter 19 for defined terms.

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