Announcement PDF Thursday, 14 November 2024 Dear Shareholder, Re: Notice of Meeting on Friday, 13 December 2024 at 11:00am (AEDT) Notice is hereby given that the 2024 Annual General Meeting of Shareholders of Navarre Minerals Limited (Company) will be held virtually via a live webcast at 11:00am (AEDT) on Friday, 13 December 2024 (Meeting). The Company will not be despatching physical copies of the Notice of Meeting. Instead, the Notice of Meeting and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically. This means that: • You can access the Meeting Materials online by following this link https://investorhub.navarre.com.au/ or at the Company’s share registry’s online voting site, at www.InvestorServe.com.au. • To register for the meeting please use the following link: https://vistra.zoom.us/webinar/register/WN_x-My5XeTC-H1Kg8z3qpCQ • A complete copy of the Meeting Materials has been posted to the Company’s ASX Market Announcements page at www.asx.com.au under the Company’s ASX code “NML”. • If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the voting instruction form. If you would like to receive electronic communications from the Company in the future, please update your communication elections online at https://www.investorserve.com.au. If you have not yet registered, you will need your shareholder information including SRN/HIN details. If you are unable to access the Meeting Materials online please contact our share registry, Boardroom, on enquiries@boardroomlimited.com.au or by phone on 1300 737 760 (within Australia) between 8.30am and 5.00pm Monday to Friday, to obtain a copy. Any shareholders who wish to attend the Meeting should monitor the Company’s website and its ASX announcements for any updates about the Meeting. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the Meeting, the Company will make further information available through the ASX website at asx.com.au (stock code: NML) and on its website at https://www.navarre.com.au/. Shareholders are encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting. Yours sincerely, Mathew Watkins Company Secretary Navarre Minerals Limited ACN 125 140 105 (ASX:NML) Level 4, 100 Albert Road, South Melbourne, VIC 3205 P: +61 3 9692 7222 F: +61 3 9956 7355 NAVARRE MINERALS LIMITED (TO BE RENAMED AUREKA LIMITED) ACN 125 140 105 Notice of Annual General Meeting Explanatory Statement and Proxy Form Date of Meeting: Friday, 13 December 2024 Time of Meeting: 11:00am (AEDT) The meeting will be held virtually via a webinar conferencing facility. If you are a shareholder who wishes to attend and 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. 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 the Australian Securities Exchange Announcement platform and on the Company’s website (https://www.navarre.com.au/announcements/). 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. -1- NAVARRE MINERALS LIMITED ACN 125 140 105 Registered Office: Level 4, 100 Albert Road, South Melbourne, VIC 3205 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of Shareholders of Navarre Minerals Limited (Company or NML) will be held virtually via a webinar conferencing facility at 11:00am (AEDT) on Friday, 13 December 2024 (“Annual General Meeting” or “AGM” or “Meeting”). Shareholders are encouraged to submit their proxies as early as possible and, in any event, prior to the cut-off date for proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on your personalised proxy form. Shareholders attending the AGM 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 at the AGM. The virtual meeting can be attended using the following details: When: 11:00am (AEDT), Friday, 13 December 2024 Topic: Navarre Minerals Limited – 2024 Annual General Meeting Register in advance for the virtual meeting: https://vistra.zoom.us/webinar/register/WN_x-My5X-eTC-H1Kg8z3qpCQ After registering, you will receive a confirmation email containing information about joining the meeting. As noted previously, the Company strongly recommends that its shareholders lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online. The Company will conduct a poll on each resolution presented at the meeting. The Company will accept questions from shareholders during the meeting either by shareholders submitting a question through the Q&A box located on screen or by shareholders raising the hand function, also located on screen, at which point the Company will allow your question verbally. The Company is happy to accept and answer questions submitted prior to the meeting by email to mathew.watkins@vistra.com. The Company will address relevant questions during the meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions). Shareholders who wish to attend the AGM online should monitor the Company’s website and its ASX announcements for updates about the AGM. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: NML) and on its website at https://www.navarre.com.au/. -2- NAVARRE MINERALS LIMITED ACN 125 140 105 Registered Level 4, 100 Albert Road, South Melbourne, VIC 3205 AGENDA The Explanatory Statement and Proxy Form which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the Proxy Form in their entirety. ORDINARY BUSINESS Receipt and consideration of Accounts & Reports To receive and consider the Financial Report of the Company, together with the Directors’ Report (including the Remuneration Report) and Auditor’s Report as set out in the Company’s Annual Report for the year ended 30 June 2024. Note: Except for as set out in Resolution 1, there is no requirement for shareholders to approve these reports. Accordingly, no resolution will be put to shareholders on this item of business. Resolution 1: Adoption of Remuneration Report To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purpose of Section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Remuneration Report (included in the Directors' report) for the financial year ended 30 June 2024 be adopted.” Resolution 2: Re-Election of Mr Richard Taylor as a Director of the Company To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, for the purpose of rule 18.10 of the Constitution and for all other purposes, Mr. Richard Taylor, being a director who retires by rotation and being eligible for re-election, be re-elected as a Director of the Company.” SPECIAL BUSINESS Resolution 3: Approval of 10% Placement Facility To consider and, if thought fit, pass the following resolution as a special resolution: “That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the fully paid ordinary shares of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.” BY ORDER OF THE BOARD Mathew Watkins Company Secretary 8 November 2024 -3- Notes 1. Entire Notice: The details of the Resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting. 2. Record Date: The Company has determined that for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm (AEDT) on the date 48 hours before the date of the Annual General Meeting. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting. 3. Proxies (a) Votes at the General Meeting may be given personally or by proxy, attorney or representative. (b) Each shareholder has a right to appoint one or two proxies. (c) A proxy need not be a shareholder of the Company. (d) If a shareholder is a company, it must execute under its common seal or otherwise in accordance with its Constitution or the Corporations Act. (e) Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion of number of votes each proxy is appointed to exercise. (f) If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands. (g) A proxy form must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the authority. (h) To be effective, Proxy Forms must be received by the Company’s share registry (Boardroom Pty Limited) no later than 48 hours before the commencement of the Annual General Meeting, this is no later than 11:00am (AEDT) on Wednesday, 11 December 2024. Any proxy received after that time will not be valid for the scheduled Meeting. 4. Corporate Representative Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. 5. How the Chair will vote Undirected Proxies Subject to the restrictions set out in Note 6 below, the Chair of the meeting will vote undirected proxies in favour of all of the proposed Resolutions. -4- 6. Voting Exclusion Statement: Resolution 1 In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity, including as a proxy), and the Company will disregard any votes purported to be cast, on this Resolution by, or on behalf of, a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member (KMP voter), unless the KMP voter is casting a vote on this Resolution on behalf of a person who is not a KMP voter (including as a proxy) and either: (a) the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or (b) the KMP voter is by the Chair of the meeting and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on the Resolution; and (ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or the consolidated entity. If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 1. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting. If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above), and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act. Resolution 2 There are no voting exclusions on this Resolution. Resolution 3 As at the date of dispatch of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A.2 and, therefore, a voting exclusion statement is not required by Listing Rule 7.3A.7. 7. Special Resolution Resolution 3 is proposed as a special Resolution. For a special Resolution to be passed, at least 75% of the votes validly cast on the Resolution by shareholders (by number of shares) must be in favour of the Resolution. 8. Enquiries Shareholders are invited to contact the Company Secretary, Mathew Watkins on +61 3 9692 7222 if they have any queries in respect of the matters set out in these documents. -5- EXPLANATORY STATEMENT Purpose of Information This Explanatory Statement (“Statement”) accompanies and forms part of the Company’s Notice of Annual General Meeting (“Notice”) for the 2024 Annual General Meeting (“Meeting”) will be held virtually via a webinar conferencing facility at 11:00am (AEDT) on Friday, 13 December 2024. The Notice incorporates, and should be read together, with this Statement. Receipt and consideration of Accounts & Reports A copy of the Annual Report for the financial year ending 30 June 2024, which incorporates the Company’s financial report, the Directors’ Report (including the Remuneration Report) and the Independent Auditor’s Report, is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by telephone at +61 3 9692 7222, and you may request that this occurs on a standing basis for future years. Alternatively, you may access the Annual Report at the Company’s website https://investorhub.navarre.com.au/announcements or via the Company’s announcement platform on ASX (ASX: NML). Except for as set out in Resolution 1, no resolution is required on these reports. Shareholders will have the opportunity to ask questions about, or make comments on, the 2024 Annual Report and the management of the Company. The auditor will be invited to attend, and to answer questions about the audit of the Company’s 2024 Annual Financial Statements. Resolution 1: Adoption of Remuneration Report Background Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Directors’ Report in the Company’s 2024 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. In accordance with Section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting. In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election. It is noted that at the Company’s last Annual General Meeting, the votes cast against the Remuneration Report represented less than twenty-five (25%) per cent of the total votes cast on that resolution and accordingly, a spill resolution will not, under any circumstances, be required for the Meeting. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies. -6- Board Recommendation Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this resolution (set out in the Notice of AGM), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this resolution, the Directors recommend that shareholders vote in favour of Resolution 1 to adopt the Remuneration Report. The Chair of the Meeting intends to vote undirected proxies in favour of this resolution. Voting Exclusions Refer to Note 6 for voting exclusions. Resolution 2: Election of Mr. Richard Taylor as a Director of the Company Background In accordance with ASX Listing Rule 14.4 and Rule 18.10 of the Company’s Constitution, Mr Richard Taylor will retire at the Annual General Meeting and being eligible, will offer himself for election. Mr Taylor has held senior executive roles in the resource sector for more than fifteen years. He is currently the CEO and Executive Director of Premier1 Lithium (ASX:PLC), prior to that he was CEO of Terramin Australia Ltd (ASX:TZN) and held senior roles with Mineral Deposits Limited, PanAust, MMG Ltd and Oxiana Ltd specialising in business development, strategy and governance. Mr Taylor is a qualified lawyer. He holds an MBA from the University of Cambridge and a master’s degree in law from ANU. Board Recommendation The Board (with Mr Taylor abstaining) recommends that Shareholders vote in favour of the election of Mr Taylor. The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution. Voting Exclusions Refer to Note 6 for voting exclusions. SPECIAL BUSINESS Resolution 3: Approval of 10% Placement Facility Background Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the Annual General Meeting ("10% Placement Facility"). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1. An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is, at the date of this Notice, an eligible entity. The Company is seeking shareholder approval by way of a special resolution to have the ability, if required, to issue Equity Securities under the 10% Placement Facility. The effect of Resolution 6 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period (as described below) without using the Company’s 15% placement capacity under Listing Rule 7.1. -7- If Shareholders approve this Resolution, the number of Equity Securities permitted to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (see below). If Shareholders do not approve this Resolution, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1. This Resolution is a special Resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote at this Meeting (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative). Description of Listing Rule 7.1A (a) Shareholder approval The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting. This means it requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative). (b) Equity Securities Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. The Company, as at the date of the Notice, has on issue one class of quoted Equity Securities, being Fully Paid Ordinary Shares. (c) Formula for calculating 10% Placement Facility Listing Rule 7.1A.2 provides that eligible entities which have obtained Shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12-month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula: (A x D) – E where: A is the number of shares on issue at the commencement of the “relevant period” (which, for the Company, is the 12 month period immediately preceding the date of the issue or agreement): • plus the number of fully paid shares issued in the relevant period under an exception in Listing Rule 7.2, other than exception 9, 16 or 17, • plus the number of fully paid shares issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where: • ▪ the convertible securities were issued or agreed to be issued before the commencement of the relevant period, or ▪ the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under rule 7.1 or rule 7.4. plus the number of fully paid shares issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where: -8- ▪ the agreement was entered into before the commencement of the relevant period, or ▪ the agreement or issue was approved, or taken under the Listing Rules to have been approved, under rule 7.1 or rule 7.4. • plus the number of fully paid shares issued in the relevant period with approval of holders of shares under Listing Rules 7.1 or 7.4, • plus the number of partly paid shares that became fully paid in the relevant period, and • less the number of fully paid shares cancelled in the relevant period. Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity. D is 10%. E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.1 or 7.4. (d) Listing Rule 7.1 and Listing Rule 7.1A The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1. The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer above). (e) Nature of consideration for issue and Minimum Issue Price The Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per security which must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before: (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the securities, or (ii) if the Equity Securities are not issued within 10 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued. (f) 10% Placement Period Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the Annual General Meeting at which the approval is obtained and expires on the first to occur of the following: (i) the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained, (ii) the time and date of the Company’s next Annual General Meeting, or (iii) the time and date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking). (10% Placement Period). -9- Specific information required by Listing Rule 7.3A Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows: (a) If this Resolution is approved by Shareholders, the period for which the Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A commences on the date of the Annual General Meeting at which the approval is obtained, being 13 December 2024, and expires on the first to occur of the following: (i) the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained, being 13 December 2025, (ii) the time and date of the Company’s next Annual General Meeting, or (iii) the time and date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking). (b) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before: (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the securities, or (ii) if the Equity Securities are not issued within 10 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued. (c) The purposes for which the funds raised by an issue of Equity Securities under rule 7.1A.2 may be used by the Company include: (i) exploration costs and expenditure on the Company’s projects, and (ii) general working capital. (d) If this Resolution is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the table below. Shareholders may also be exposed to economic risk and voting dilution, including the following: (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting, and (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date, which may have an effect on the amount of funds raised by the issue of the Equity Securities. The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the issue price of the placement and the number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice of Meeting. The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate. The table also shows: - 10 - - two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting, and - two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price. Issue Price $0.05 50% decrease in Current Share Price Variable ‘A’* in Listing Rule 7.1A.2 Current Variable A 102,434,896 Shares 10% Voting Dilution Funds raised 50% increase in current Variable A 153,652,344 Shares 100% increase in current Variable A 204,869,792 Shares $512,174 $1,024,349 $2,048,698 15,365,234 Shares $768,262 10% Voting Dilution Funds raised $0.15 100% increase in Current Share Price 10,243,490 Shares 10% Voting Dilution Funds raised $0.10 Current Share Price $1,536,523 $3,073,047 20,486,979 shares $1,024,349 $2,048,698 $4,097,396 *The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that