Navarre Minerals : 13/10/2016 – Notice of Annual General Meeting/Proxy Form

NAVARRE MINERALS LIMITED‌

ABN 66 125 140 105

Notice of Annual General Meeting

The Annual General Meeting (Meeting) of Shareholders of Navarre Minerals Limited (Navarre or the Company) will be held on Friday 25 November 2016 at 11.00am AEDT at the offices of RSM Australia Partners, Level 21, 55 Collins Street, Melbourne, Victoria.

The Explanatory Statement that accompanies and forms part of this Notice describes the matters to be considered at the Meeting. Terms used in this Notice and the accompanying Explanatory Statement are defined in the glossary set out at the end of the Explanatory Statement.

ITEMS OF BUSINESS Ordinary Business Annual Accounts and Reports

To receive and consider the Directors' Report, Financial Report and Auditor's Report of Navarre for the financial year ended 30 June 2016.

Resolution 1 - Re-appointment of Mr Kevin Wilson as Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That Mr Kevin Wilson, who retires by rotation in accordance with the Constitution and, being eligible, offers himself for election, be re-appointed as a Director.

Resolution 2 - Remuneration Report (non-binding resolution)

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That the Remuneration Report set out in the Directors' Report of the Company for the financial year ended 30 June 2016 be adopted.

Special Business Resolution 3 - Subsequent Approval of the Issue of Equity Securities to Refresh the Company's 15% Placement Capacity

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholder approval is given to the issue of 14,745,000 equity securities (being 9,830,000 fully paid ordinary shares in the Company at an issue price of $0.029, together with 4,915,000 free attaching unlisted options exercisable at $0.05 each, on or before 31 March 2018) on 1 September 2016, as detailed in the Explanatory Statement.

Resolution 4 - Issue of Shares to a Director in lieu of Director's Fees - Mr K Wilson

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the issue of the equivalent of $87,600 in fully paid ordinary shares in the Company to Mr Kevin Wilson, the non-executive chairman of the Company, or his nominee, in lieu of unpaid director's fees for the period 1 July 2014 to 30 June 2016, on the terms set out in the Explanatory Statement.

Resolution 5 - Issue of Shares to a Director in lieu of Director's Fees - Mr J Dorward

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the issue of the equivalent of $65,700 in fully paid ordinary shares in the Company to Mr John Dorward, a non-executive director of the Company, or his nominee, in lieu of unpaid director's fees for the period 1 July 2014 to 30 June 2016, on the terms set out in the Explanatory Statement.

Resolution 6 - Issue of Shares to a Director in lieu of Director's Fees - Mr C Naylor

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the issue of the equivalent of $65,700 in fully paid ordinary shares in the Company to Mr Colin Naylor, a non-executive director of the Company, or his nominee, in lieu of unpaid director's fees for the period 1 July 2014 to 30 June 2016, on the terms set out in the Explanatory Statement.

Resolution 7 - Issue of Shares to a Director in lieu of Total Fixed Remuneration - Mr G McDermott

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the issue of the equivalent of $98,024 in fully paid ordinary shares in the Company to Mr Geoff McDermott, Managing Director of the Company, or his nominee, in lieu of total fixed remuneration foregone in the period 1 July 2015 to 30 June 2016, on the terms set out in the Explanatory Statement.

Resolution 8 - Approval of Additional Capacity to Issue Ordinary Shares

To consider and, if thought fit, pass the following resolution as a special resolution:

That for the purposes of Listing Rule 7.1A and for all other purposes, Shareholder approval is given for the issue of ordinary shares by the Company pursuant to Listing Rule 7.1A, such that, subject to the conditions described in the Explanatory Statement, the Company will have the benefit of the additional capacity to issue ordinary shares as contemplated by Listing Rule 7.1A.

By order of the Board

Jane Nosworthy Company Secretary

13 October 2016

Important Notice - Accessing the Company's 2016 Annual Report

The Company's 2016 Annual Report is now available on the Company's website at www.navarre.com.au/annual-half-year-reports.

You will only receive a printed copy of the Annual Report if you have elected to continue receiving shareholder communications in hard copy.

If you have not elected to continue to receive a printed copy of the Company's Annual Report but now (or sometime in the future) wish to do so, please contact the Company's share registry, Boardroom Pty Limited, to change your shareholder communication preferences.

Voting Entitlements

The Company has determined that for the purpose of voting at the Meeting, Shareholders eligible to vote at the Meeting are those persons who are the registered holders of Shares at 7.00pm AEDT on Wednesday 23 November 2016.

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

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by attending and voting at the Meeting on Friday 25 November 2016 at 11.00am AEDT; or

by completing and returning the enclosed proxy form so that it is received by the Company's share registry by 11.00am AEDT on Wednesday 23 November 2016; or

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in the case of a corporate shareholder, by appointing a corporate representative to attend the Meeting

in person (using a certificate of appointment obtained from the Company's share registry).

Voting in person

To vote in person, attend the Meeting on the date and at the place specified in the Notice. Shareholders are asked to arrive at the venue 30 minutes prior to the time designated for the Meeting so that the Company may check their shareholdings against the Company's share register and note attendances.

Voting by proxy

To vote by proxy, the attached proxy form and the power of attorney or other authority (if any) under which it is signed must be provided to the Company's share registry, Boardroom Pty Limited, in the enclosed Reply Paid envelope, or in any of the following ways:

• Online at www.votingonline.com.au/navarreagm2016
• By post to Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001, Australia
• By hand delivery to Boardroom Pty Limited, Level 12, 225 George Street, Sydney NSW 2000, Australia

 By fax on [phone]

Proxy forms must be received by the share registry no later than 11.00am AEDT on Wednesday 23 November 2016 (or, if the Meeting is adjourned, by no later than 48 hours before the commencement of the resumed meeting).

Proxies must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be signed by an attorney or executed by the corporation in accordance with the Corporations Act.

Voting through a corporate representative

A body corporate that is a Shareholder of the Company may appoint an individual to act as its representative at the Meeting in accordance with section 250D of the Corporations Act. The Company will require a certificate of appointment of the corporate representative, executed in accordance with the Corporations Act.

The certificate of appointment must be lodged with the Company's share registry (see details above) before the Meeting or at the registration desk on the day of the Meeting. Please contact the Company or Boardroom Pty Limited on [phone] to obtain a certificate of appointment.

Information about proxy voting

Please read the following information carefully if you intend to appoint a proxy to attend the Meeting and vote on your behalf.

Appointment of proxies

A Shareholder entitled to attend and vote at the Meeting may appoint one or, if the Shareholder is entitled to cast two or more votes at the Meeting, two proxies to attend and vote on their behalf. Each proxy will have the right to vote on a poll and also to speak at the Meeting. A proxy need not be a member of the Company and can be either an individual or a body corporate.

Voting by proxies

The appointment of a proxy may specify the proportion or the number of votes that the proxy may exercise. Where two proxies are appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (ie. each proxy may exercise half the votes). If a proxy is not directed how to vote on a resolution, the proxy may vote or abstain from voting on that resolution as they see fit.

Non-attendance by nominated proxy

If a proxy form is returned and no person or body corporate is named as the proxy or the nominated proxy does not attend the meeting, or does not vote on the resolution, the chair of the Meeting will act as proxy and vote in accordance with any instructions.

How the chair of the meeting will vote undirected proxies

The chair of the Meeting will vote undirected proxies in favour of each Resolution on which the chair is entitled to vote as proxy. Proxy appointments in favour of any other Director or the Company Secretary that do not contain a direction on how to vote will be used where possible to support the resolutions proposed in the Notice.

Important information concerning proxy votes for Resolutions 2, 4, 5, 6 and 7

The Corporations Act places certain restrictions on the ability of Key Management Personnel and their Closely Related Parties to vote on the advisory resolution to adopt the Company's Remuneration Report and resolutions connected directly or indirectly with the remuneration of the Company's Key Management Personnel.

For these reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and are encouraged to direct their proxy as to how to vote on all Resolutions. If you do not do so, you risk your vote not being cast.

If you appoint the chair of the Meeting as your proxy but do not direct the chair how to vote in respect of any or all of Resolutions 2, 4, 5, 6 or 7, you are providing express authorisation for the chair of the Meeting to vote your proxy in relation to Resolution 2, Resolution 4, Resolution 5, Resolution 6 and/or Resolution 7 (as applicable), notwithstanding that those resolutions are connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel, which includes the Chairman.