Navarre Minerals : 27/10/2020 – Notice of Annual General Meeting/Proxy Form

NAVARRE MINERALS LIMITED

ABN 66 125 140 105

Notice of Annual General Meeting

Explanatory Statement and Proxy Form

Date of Meeting:

Friday, 27 November 2020

Time of Meeting:

10.30am (AEDT)

Due to the ongoing COVID-19 pandemic, the meeting will be held virtually via a webinar conferencing facility. If you are a shareholder who wishes to participate in the virtual meeting, please register in advance as per the instructions outlined in this Notice of Meeting. Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting.

Following recent modifications brought to the Corporations Act and the Corporations Regulations 2001 (Cth) under the Corporations (Coronavirus Economic Response) Determination (no.1) 2020, no hard copy of the Notice of Annual General Meeting and Explanatory Memorandum will be circulated. The Notice of Meeting has been given to those entitled to receive by use of one or more technologies. The Notice of Meeting is also available on ASX's announcement platform and on the Company's website www.navarre.com.au.

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay

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N A V A R R E M I N E R A L S L I M I T E D

NAVARRE MINERALS LIMITED

ABN 66 125 140 105

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Navarre Minerals Limited ("Company") will be held virtually via a webinar conferencing facility at 10.30am (AEDT) on Friday, 27 November 2020 ("Annual General Meeting" or "Meeting").

The health and safety of Members, Company personnel and other stakeholders is the highest priority and the Company is acutely aware of the current circumstances that result from COVID-19. While the COVID-19 situation continues to change and remains uncertain, based on the best information available to the Board at the time of the Notice, the Company intends to conduct a poll on all resolutions in the Notice using the proxies filed prior to the Meeting.

Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on your personalised proxy form, which is enclosed. Shareholders are encouraged to submit votes ahead of the meeting.

Details on the Resolutions being put to Shareholders this year, and how to attend and vote at the Meeting, are set out in the Notice of Meeting for the Annual General Meeting. A copy of the Notice of Meeting (and the Online Voting User Guide) can be accessed from the Company's website at www.navarre.com.au.

Shareholders attending the Annual General Meeting virtually will be able to ask questions and the Company has made provision for Shareholders who register their attendance before the start of the meeting to also cast their votes on the proposed resolutions.

Shareholders who wish to participate in the Annual General Meeting online may do so:

1. From their computer, by entering the URL into their browser:https://web.lumiagm.com/313302321
2. From their mobile device by either entering the URL in their browser:https://web.lumiagm.com/313302321or by using the 'Lumi AGM app', which is available by downloading the app from the Apple App Store or Google Play Store.

If you choose to participate in the Annual General Meeting online or through the 'Lumi AGM app', you can log in to the meeting by entering:

1. Your username, which is your Voting Access Code (VAC), which can be located on the first page of your proxy form or Notice of Meeting email.
2. Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the user guide for their password details.
3. If you have been nominated as a third party proxy, please contact Boardroom Pty Limited on 1300 737 760 or via [e-mail].

Attending the meeting online enables shareholders to view the Annual General meeting live and to ask questions and cast direct votes at the appropriate times whilst the meeting is in progress.

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N A V A R R E M I N E R A L S L I M I T E D

AGENDA

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 2020.
• Remuneration Report (Resolution 1 - non-binding)
  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 2020 be adopted.
• Election of Mr Ian Holland as a Director (Resolution 2)

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

That Mr Ian Holland, who retires in accordance with the Constitution, being eligible, be elected as a Director.

Special Business

• Approval of issue of Performance Rights to Mr Ian Holland (Resolution 3)
  To consider and, if thought fit, pass the following resolution as an ordinary resolution:
  That for the purposes of Listing Rule 10.14 and for all other purposes, Shareholder approval is given for the issue of 1,500,000 Performance Rights to Mr Ian Holland, the Joint Managing Director, under the Performance Rights Plan on the terms described in the Explanatory Statement.
• Ratification of prior issue of securities under Listing Rule 7.1 (Resolution 4)

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, Shareholders ratify the issue of 63,675,875 fully paid ordinary shares in the Company to qualified professional and sophisticated investors on 22 July 2020 at an issue price of $0.125 per share, as detailed in the Explanatory Statement.

• Ratification of Prior Issue of Shares under Listing Rule 7.1A (Resolution 5)
  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, Shareholders ratify the issue of 324,125 fully paid ordinary shares in the Company to qualified professional and sophisticated investors on 22 July 2020 at an issue price of $0.125 per share, as detailed in the Explanatory Statement.

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N A V A R R E M I N E R A L S L I M I T E D

• Approval of Additional Capacity to Issue Ordinary Shares (Resolution 6)
  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 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 Shares as contemplated by Listing Rule 7.1A.
• Renewal of Proportional Takeover Provisions (Resolution 7)
  To consider and, if thought fit, pass the following resolution as a special resolution:
  That the proportional takeover provisions contained in Rule 37 of the Constitution be renewed for a period of three years, commencing from the day on which this resolution is passed by Shareholders at the Annual General Meeting.

By order of the Board

Colin Naylor

Company Secretary

22 October 2020

Important Notice - Accessing the Annual Report

The 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 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.

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