Navarre Minerals : 25/08/2016 – Entitlement Issue Prospectus

For a non-renounceable entitlement issue of two (2) Shares for every five (5) Shares held by those Shareholders registered at the Record Date at an issue price of $0.029 per Share to raise approximately $1,140,824 (based on the number of Shares on issue as at the date of this Prospectus) (together with one (1) free attaching option exercisable at $0.05 on or before 31 March 2018 (New Option) for every two (2) Shares subscribed for and issued) (Offer).

The Offer is fully underwritten by Patersons Securities Limited (Underwriter). Refer to section

8.4.2 for details regarding the terms of the Underwriting Agreement.

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Shares and Options offered by this Prospectus should be considered as speculative.

1. CORPORATE DIRECTORY 1

2. TIMETABLE 2
3. IMPORTANT NOTES 3
4. DETAILS OF THE OFFER 4
5. PURPOSE AND EFFECT OF THE OFFER 9
6. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES 13
7. RISK FACTORS 16
8. ADDITIONAL INFORMATION 22
9. DIRECTORS' AUTHORISATION 35
10. GLOSSARY 36

25 August 2016 Dear Shareholder,

On behalf of the Directors of Navarre, I am pleased to invite you to participate in a pro rata, non-renounceable entitlement issue of approximately 39.3 million new fully paid ordinary shares in Navarre at an offer price of $0.029 per New Share to raise up to approximately $1,140,824 before costs.

The Offer is being made to enable the Company to fund the next phase of exploration, including a maiden drilling program, at our 100%-owned Irvine and Benno gold prospects located within the historic Ararat Goldfield in western Victoria, Australia. The emerging Stawell-style Irvine gold prospect is considered by the Company to be a potential source for a substantial part of Ararat's 1 million ounces of historically mined alluvial gold.

As announced on 28 June 2016, Navarre has recently been awarded a grant of up to

$626,150 under the Victorian Government's TARGET Minerals Exploration Initiative to co- fund exploration at the Irvine and Benno prospects. TARGET grant funding is provided on an industry-matched basis, with the grant covering up to half the cost of eligible exploration activities and the Company funding the balance. Together with the proceeds of a private placement to sophisticated investors announced contemporaneously with the Offer, the proceeds from the Entitlement Offer will be used to fund Navarre's share of the estimated $1.2 million cost of its proposed exploration program for the Irvine and Benno prospects, comprising geophysics, aircore and diamond drilling, and to meet the expenses of the Offer and provide additional working capital.

Eligible Shareholders have the opportunity under the Offer to subscribe for two (2) new Shares for every five (5) Shares held by Shareholders registered at the Record Date at an issue price of $0.029 per Share. The issue price represents a discount of 23% to Navarre's volume weighted average price over the 15 trading days prior to the announcement of the Offer, and a discount of 14% to the closing price on 18 August 2016 (the last trading day before the announcement of the Offer).

Eligible Shareholders who participate in the Offer will also receive one (1) free attaching New Option (exercisable at $0.05 on or before 31 March 2018) for every two (2) Shares subscribed for and issued under the Offer.

The Offer is fully underwritten by Patersons Securities Limited.

This Prospectus contains important information, including instructions on how to apply, how to accept all or part of your Entitlement and key dates for the Offer. Before deciding whether to participate in the Offer, I encourage you to read this Prospectus carefully and to consult your stockbroker, accountant or other independent professional adviser if you are uncertain about whether to participate in the Offer.

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

1. CORPORATE DIRECTORY

* This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus.

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