Navarre Minerals : 30/06/2017 – Becoming a substantial holder

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme ACN/ARSN

Navarre Mineral Limited

125 140 105

1. Details of substantial holder (1)

Name VBS Exchange Pty Limited and other parties listed in item 3 below

ACN (if applicable) 109 106 201 The holder became a substantial holder on 30 June 2017

1. Details of voting power

   The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

   Class of securities(4)	Number of securities	Persons' votes(5)	Voting power (6)
   Ordinary shares	13,933,186 ordinary shares	13,933,186	6.275%

   * based on 222,046,495 ordinary shares on issue

2. Details of relevant interests

   The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

   Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
   VBS Exchange Ptv Ltd	Registered holder (in its own capacity)	13,933, 186 ordinary shares
   VBS Investments Pty Ltd	relevant interest under section 608(3) of the Corporations Act	13,933,186 ordinary shares
   Vilo Enterprises Pty Ltd	relevant interest under section 608(3) of the Corporations Act	13,933,186 ordinary shares

3. Details of present registered holders

The persons reg1·stered as hoIders of the secunt1es retierred to m.

paragrap1h 3 above are as tioIIows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
VBS Exchange Ptv Ltd	VBS Exchange Pty Ltd	VBS Exchange Pty Ltd	13,933,186 ordinary shares
VBS Investments Pty Ltd	VBS Exchange Pty Ltd	VBS Exchange Pty Ltd	13,933,186 ordinary shares
Vilo Enterprises Pty Ltd	VBS Exchange Pty Ltd	VBS Exchange Pty Ltd	13,933,186 ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the 4 months prior to the day that the substantial holder became a substantial holder is as follows:

Holder ofrelevant interest	Date of acquisition	Consideration (9)		Class and number of securities
Cash	Non-cash
VBS Exchange Pty Ltd	30/6/17	$400,000	-	13,333,333 ordinary share
VBS Exchange Pty Ltd	28/6/ 17	$19,091.13	-	599,853 ordinary shares

1. Associates

   The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

   Name and ACN/ARSN (if aoolicable)	Nature of association
   VBS Investments Pty Ltd	An associate of VBS Exchange Pty Limited by virtue of section 12 of tht Corporations Act 200 l (Cth)
   Vilo Enterprises Ptv Ltd	As above

2. Addresses

   The addresses of persons named in this form are as follows:

   Name	Address
   VBS Exchange Pty Ltd	'COMO' OFFICE TOWER LEVEL 18 644 CHAPEL STREET SOUTH YARRA VIC 3141
   VBS Investments Ptv Ltd	As above
   Vilo Enterprises Pty Ltd	As above

   Signature

   print name DAVID GEOAG t: L.t:ETQN capacity Secretary

   sign here O date 'jJ I b / 2017

   Directions

3. If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. Ifthe relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

1. See the definition of "associate" in section 9 of the Corporations Act 2001.

2. See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 200 I.

3. The voting shares of a company constitute one class unless divided into separate classes.

4. The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

5. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

6. Include details of:

7. any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 6718(4) applies, a copy of any document setting out the terms of any relevant agreement, and statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

8. any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

   See the definition of "relevant agreement" in section 9 of the Corporations Act 200 I .

9. Ifthe substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

10. Details of the consideration must include any and all benefit, money and other, that any person from whom a relevant

interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not ofa contingency. Details must be included of any benefit paid on behalf

of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired