Navarre Minerals : 09/06/2017 – Entitlement Offer – Despatch of Documents

ASX Announcement

9 June 2017

Navarre Minerals Limited ANBaNva6r6re12M5i1n4e0ra1l0s5Limited ABN 66 125 140 105

ASX Code: NML

ASX Code: NML

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36.1M unlisted options

Directors & Management:

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Despatch of Entitlement Offer documents

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

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

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

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

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

- ENDS -

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

Company Secretary

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Navarre Minerals Limited | ABN 66 125 140 105

40 - 44 Wimmera Street | PO Box 385 | Stawell VIC 3380 Australia t [phone]

e [e-mail] | w navarre.com.au

NAVARRE MINERALS LIMITED ABN 66 125 140 105 Entitlement Offer Information Booklet

Details of a 1 for 5 non-renounceable pro-rata entitlement offer of ordinary shares in Navarre Minerals Limited

at an issue price of $0.03 per share, with the ability to apply for additional shares

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

Important information

Introduction

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

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

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

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

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

Definitions, currency and time

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

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

All times and dates refer to Australian Eastern Standard time.

Forward looking statements

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

No overseas offering

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

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

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

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

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

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

United States

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

New Zealand

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

Disclaimer of representations

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

Contents

Chairman's letter 3

1. How to Apply 4

2. Key Offer Dates 6

1. Details of the Offer 6

2. Risk Factors 10

5. Additional Information 14

6. Glossary 17

9 June 2017

Dear Shareholder

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

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

$1.04 million before costs.

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

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

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

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

• general corporate expenses, working capital and Offer costs.

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

Terms of the Offer

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

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

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

The directors of Navarre are all participating in the Offer.

Offer documentation

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

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

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

Yours sincerely

Kevin Wilson

Chairman

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