NORTHERN STAR RESOURCES LTD - AGM Information 2012

NORTHERN STAR RESOURCES LTD ACN 092 832 892 NOTICE OF GENERAL MEETING

TIME: 3.00pm (WST)

DATE: 28 June 2012

PLACE: Royal Perth Golf Club, Labouchere Road, South Perth WA 6151 Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9227 1186.

NOTICE OF GENERAL MEETING

NORTHERN STAR RESOURCES LTD ACN 092 832 892

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)
Notice of General Meeting (setting out the proposed resolutions) 2 2. Explanatory Statement (explaining the proposed resolutions) 5 3. Glossary

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 3.00pm (WST) on 28 June 2012 at the Royal Perth Golf Club, Labouchere Road, South Perth WA 6151 Western Australia

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

(a) post to Northern Star Resources Ltd, 65 Burswood Road, BURSWOOD WA 6100 (b) facsimile to the Company on facsimile number (+61 8) 9227 8178,

so that it is received not later than 3.00pm (WST) on 26 June 2012.

Proxy Forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

NORTHERN STAR RESOURCES LTD ACN 092 832 892

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders will be held at 3.00pm (WST) on 28 June 2012 at the Royal Perth Golf Club, Labouchere Road, South Perth WA 6151 Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 5.00pm (WST) on 26 June 2012.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

SPECIAL BUSINESS

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF EQUITY SECURITIES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution.

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 50 million Shares pursuant to the Placement announced on 24 February 2012 to professional and sophisticated investors on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Voting exclusion statement: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2. RESOLUTION 2 – APPROVAL OF EMPLOYEE SHARE SCHEME

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution.

“That for the purposes of exception 9 of ASX Listing Rule 7.2 and for all other purposes, the issue of Shares to, or for the benefit of employees of the Company under the Company’s Employee Share Scheme, details of which are described in the Explanatory Statement accompanying this Notice, be approved.”

Voting exclusion statement: The Company will disregard any votes cast on this resolution by a Director of the Company (except a Director who is ineligible to participate in any employee incentive scheme in relation to the Company) and any associate of a Director. However, the Company need not disregard a vote on this Resolution if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person entitled to vote, in accordance with a direction on a proxy form to vote as the proxy decides.

NOTICE OF GENERAL MEETING

NORTHERN STAR RESOURCES LTD ACN 092 832 892

3. RESOLUTION 3 – APPROVAL OF EMPLOYEE SHARE OPTION PLAN No 3

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution.

“That for the purposes of exception 9 of ASX Listing Rule 7.2 and for all other purposes, the issue of Options to, or for the benefit of employees of the Company under the Company’s Employee Share Option Plan No 3, details of which are described in the Explanatory Statement accompanying this Notice, be approved.”

4. RESOLUTION 4 – APPROVAL OF AMENDMENT TO TERMS OF EXISTING OPTIONS ON ISSUE

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution.

“That, for the purposes of Listing Rule 6.23.4 and for all other purposes, Shareholders approve the amendment of the terms of all Options issued (but yet to be exercised):

(a) under the Northern Star Resources Ltd Employee Share Option Plan No 2, as set out in Annexure A to the Explanatory Statement; and
(b) to the Company’s Managing Director Bill Beament on 11 September 2009, as set out in Annexure B to the Explanatory Statement.”

Voting exclusion statement: The Company will disregard any votes cast on this resolution by any person who holds an Option that is the subject of the approval and any associate of that person. However, the Company need not disregard a vote on this Resolution if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person entitled to vote, in accordance with a direction on a proxy form to vote as the proxy decides.

5. RESOLUTION 5 – APPROVAL OF GRANT OF OPTIONS TO BILL BEAMENT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution.

“That, for all purposes, Shareholders approve the grant of 2 million Options to the Company’s Managing Director Bill Beament, for the purposes and on the terms set out in the Explanatory Statement.

Voting exclusion statement: The Company will disregard any votes cast on this resolution by any person who is to receive securities in the Company, namely Bill Beament, and any of his associates. However, the Company need not disregard a vote on this Resolution if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person entitled

DATED: 28 MAY 2012 BY ORDER OF THE BOARD

KAREN BROWN COMPANY SECRETARY NORTHERN STAR RESOURCES LTD

NOTICE OF GENERAL MEETING

NORTHERN STAR RESOURCES LTD ACN 092 832 892

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 3.00pm (WST) on 28 June 2012 at the Royal Perth Golf Club, Labouchere Road, South Perth WA 6151 Western Australia.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF EQUITY SECURITIES

On 21 February 2012 the Company announced a placement of 50 million Shares at 90 cents each. ASX Listing Rule 7.1 provides that without Shareholder approval, a company must not issue or agree to issue new equity securities constituting more than 15% of its total issued capital within a 12 month period excluding any issue of equity securities approved by Shareholders.

However, ASX Listing Rule 7.4 allows an issue of securities made within the Company’s 15% capacity without the approval of Shareholders, to be ratified in order to refresh the 15% new issue capacity. Shareholder approval is now sought pursuant to ASX Listing Rule 7.4 to ratify the placement so that the Company retains its capacity to issue up to a full 15% of its issued ordinary capital, if required, in the next 12 months without Shareholder approval.

ASX Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:

a) the total number of equity securities issued was 50 million Shares;
b) the Shares were issued at a price of 90 cents per Share on 24 February 2012;
c) the Shares issued rank equally with existing Shares on issue, the terms of which are in the public domain.
d) the Shares were issued to professional and sophisticated investors who are clients of Morgan Stanley none of whom are related parties of the Company; and
e) the funds raised, $45,000,000 before the costs of the issue, will be used to fund the Company’s gold exploration and evaluation programs at the Company’s Paulsens and Ashburton projects, and provide working capital.

2. RESOLUTION 2 – APPROVAL OF EMPLOYEE SHARE SCHEME

ASX Listing Rule 7.1 allows the Company to issue new securities of up to 15% of the existing capital of the Company in any 12 month period without the prior approval of shareholders. ASX Listing Rule 7.2 provides several circumstances where particular issues of securities are excluded from the calculation of the 15% limit under ASX Listing Rule 7.1, including issues under an employee incentive scheme if within three years before the date of issue, shareholders approved the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

The Northern Star Employee Share Scheme is an employee incentive scheme for the purposes of ASX Listing Rule 7.2. Shareholder approval is sought under exception 9 to ASX Listing Rule 7.2 for the issue of Shares under the Northern Star Employee Share Scheme for a period of three years from the date of the Meeting.

No Shareholder approval has been sought or obtained to date for the issue of Shares under the Northern Star Employee Share Scheme.

There have been 70,720 Shares issued to 64 employees under the Northern Star Employee Share Scheme as at the date of this Notice of Meeting.

NOTICE OF GENERAL MEETING

NORTHERN STAR RESOURCES LTD ACN 092 832 892

The effect of passing the resolution will provide the Company with an opportunity to incentivise its employees without affecting its capacity to issue equity securities under ASX Listing Rule 7.1, because the Shares issued under the Northern Star Employee Share Scheme during the three years following the date of the Meeting will not be taken into account for calculations of the Company’s 15% capacity under ASX Listing Rule 7.1.

3. RESOLUTION 3 – APPROVAL OF NEW EMPLOYEE SHARE OPTION PLAN No 3

Resolution 3 seeks to approve new Employee Share Option Plan No 3 for the purposes of Listing Rule 7.2 Exception 9, as explained below, and for all other purposes. ESOP No 3 provides the Board with the discretion to grant Options to eligible employees, directors and others that will vest subject to the satisfaction of a vesting period, or as otherwise determined by the Board.

The rules of ESOP No 3, as amended, are reproduced in Annexure A to this Explanatory Statement. They are based on the Company’s ESOP No 2 approved by Shareholders in 2009, incorporating the amendments described below. (Since ESOP No 2 was approved in 2009, a total of 6,750,000 Options have been issued).

As at the date of this Notice, no Options have been issued to any party under Employee Share Option Plan No.3.

ESOP No 3 differs from the ESOP No 2 in three respects, because it introduces:

(i) an employee share trust (EST) arrangement;
(ii) a cashless exercise of options facility; and
(iii) a specific exercise condition.

ESOP No 3 satisfies certain ASIC class order conditions, relieving the Company from the obligation to issue a prospectus for the offer of Options to participants other than consultants under ESOP No 3. Offers of Options under ESOP No 3 which are made to consultants will constitute excluded offers under section 708(12) of the Corporations Act which exempts the Company from the obligation to issue a prospectus.

A summary of the rules of ESOP No 3 follows, for the purposes of ASX Listing Rule 7.2 Exception 9:

All employees (full and part-time) and consultants will be eligible to participate in ESOP No 3 after a qualifying period of 12 months' employment by the Company, although the Board may waive this requirement.
If permitted by the Board, Options may be issued to an employee's nominee (for example a spouse or family company).
Each Option entitles the holder to subscribe for one fully paid ordinary share in the Company and will expire up to five (5) years from (and including) its date of issue. The Board will determine the expiry date applicable to each offer of Options within this five year limit.
Options will be issued free.
The exercise price of Options will be determined by the Board at the time it resolves to offer the Options.
• Subject to certain exceptions, the total number of Shares on issue as a result of exercise of Options issued under ESOP No 3 must not exceed 5% of the Company's issued share capital.
If, prior to the expiry date of Options, a person ceases to be an employee of the Company for any reason other than retirement, permanent disability, redundancy or death, the Options held by that person (or that person's nominee) must be exercised within one (1) month thereafter otherwise they will automatically lapse. If a person dies, the Options held by that person will be exercisable by that person's legal personal representative.
Options cannot be transferred other than to the legal personal representative of a deceased Option holder. The Company will not apply for official quotation of any Options issued pursuant to ESOP No 3.
Shares issued as a result of the exercise of Options will rank equally with the Company's Shares currently on issue, and application for official quotation of those Shares will be made by the Company within the timeframe required by ASX.
Option holders may only participate in new issues of securities by first exercising their Options.

NOTICE OF GENERAL MEETING

NORTHERN STAR RESOURCES LTD ACN 092 832 892

If there is a bonus share issue to the holders of Shares, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.
If there is a pro rata issue (other than a bonus issue) to the holders of Shares, the exercise price of an Option will be reduced to take account of the effect of the pro rata issues as per the calculated formula.
If there is a reorganisation of the issued capital of the Company, unexercised Options will be reorganised in accordance with the ASX Listing Rules.
The Board may amend the rules to ESOP No 3 subject to the requirements of the Listing Rules.
An employee share trust will be established to provide a single vehicle for the administration of existing and new long-term employee equity incentive plans.
A cashless exercise of Options mechanism will enable holders of Options, at their election, to exercise their vested Options not by way of payment of the applicable exercise price in cash, but rather by choosing to receive Shares instead of paying cash, if the market price of the Shares on the date of exercise of the Options is higher than the exercise price of the Options. The number of Shares which the employee would receive upon any such cashless exercise of the Options would be calculated by reference to the positive difference between the exercise price and the Share price on the exercise date.
An exercise condition, which is that the “Market Value” of a Share must exceed the exercise price of the Option, must be satisfied or waived by the Board in order for Options to be exercisable,

Listing Rules issues

Listing Rule 7.1 provides that without the approval of the holders of ordinary securities, an entity must not issue or agree to issue equity securities which amount to more than 15% of its issued share capital in any rolling 12 month period. However, Listing Rule 7.2 sets out a number of exceptions to Listing Rule 7.1. These exceptions include Exception 9 which is an issue under an employee incentive scheme if within 3 years before the date of issue the holders of ordinary securities have approved the issue of securities under the scheme as an exception to this rule. Shareholder approval is now sought for ESOP No3 for a 3 year period.

The effect of passing the resolution will provide the Company with an opportunity to incentivise its employees without affecting its capacity to issue equity securities under ASX Listing Rule 7.1, because Shares issued under ESOP No 3 during the three years following the date of the Meeting will not be taken into account for calculations of the Company’s 15% capacity under ASX Listing Rule 7.1.

4. RESOLUTION 4 – APPROVAL OF AMENDMENT TO TERMS OF EXISTING OPTIONS ON ISSUE

For the purposes of Listing Rule 6.23.4, Resolution 4 seeks to amend:

(a) the terms of Options which have been issued, but not yet exercised, under ESOP No 2, and
(b) the terms of Options which have been issued to the Company’s Managing Director Bill Beament on 11 September 2009, but not yet exercised.

This Resolution does not seek approval for the issuing of further Options under ESOP No 2 or to Bill Beament, nor does it seek to change the vesting period, the exercise price or the expiry date of such Options already on issue.

The proposed amendments fall into three categories: (i) amendments to allow for an employee share trust ( EST ) arrangement; (ii) amendments to introduce a cashless exercise of options facility; and (iii) amendments to introduce a specific exercise condition.

Each category of amendments is explained below. All of the proposed amendments to the rules of ESOP No 2 will be effected by way of Board resolution, and they are indicated in Annexure A to this Explanatory Statement.

NOTICE OF GENERAL MEETING

NORTHERN STAR RESOURCES LTD ACN 092 832 892

The proposed amendments to the terms of Options which were issued to Bill Beament on 11 September 2009 will be effected by way of a Deed of Variation. The proposed amendments to the terms of Options granted to Bill Beament on 11 September 2009, as amended by the Deed of Variation, are shown in Annexure B to this Explanatory Statement.

This summary of the proposed amendments is not exhaustive. In order for those amendments to apply retrospectively to the terms of existing but yet to be exercised Options, Shareholder approval is required under Listing Rule 6.23.4, as explained below.

(i) Amendments to introduce an EST arrangement

The Company proposes to establish an employee share trust ( EST ) to provide a single vehicle for the administration of existing and new long-term employee equity incentive plans. The establishment of the EST will provide a range of commercial benefits for the Company. As a result of establishment of the EST, various amendments are required to be made to the terms of existing options issued under ESOP No 2 and issued to Bill Beament, because those options have not yet been exercised.

The proposed amendments to introduce the EST arrangement can be summarised as follows:

Currently, upon exercise of Options by an employee and payment of the relevant exercise price, an employee is provided with a Share in the Company. The terms will be amended so that upon exercise of an Option and the payment of the relevant exercise price, the trustee of the EST ( Trustee ) will acquire or subscribe for a Share and hold the legal title in that Share on behalf of the employee;
to confirm the rights of employees regarding notices of shareholder meetings, voting rights and dividend rights;
to confirm the process by which an employee can obtain a transfer of the legal title to the Shares which are being held on trust for them by the Trustee, from the Trustee; and
to confirm the relationship between the Company, the Trustee and the employees participating in the ESOP.

(ii) Cashless exercise amendments

The amendments introduce a cashless exercise of Options mechanism. This will enable holders of Options, at their election, to exercise their vested Options not by way of payment of the applicable exercise price in cash, but rather by choosing to receive Shares instead of paying cash, if the market price of the Shares on the date of exercise of the Options is higher than the exercise price of the Options. The number of Shares which the employee would receive upon any such cashless exercise of the Options would be calculated by reference to the positive difference between the exercise price and the Share price on the exercise date. The number of Shares allotted would be calculated by reference to the Share price on the date of exercise of the Option. It means that the employee does not have to outlay cash in order to subscribe for Shares upon exercise of the Option.

The cashless exercise amendments will:

not change the fundamental entitlements of Option holders;
simply assist an Option holder from a cash flow perspective if they choose to exercise their Options in a cashless manner;
affect the Company’s cashflow position, in the sense that no subscription funds would be received by the Company upon exercise of the Options whereas under the conventional cash payment of the exercise price method, the Company would receive the exercise price in cash;
leave an Option holder who chooses to exercise their Options in a cashless manner in the same economic position as if they had exercised all of their Options, paid the relevant total exercise price, and disposed of some of their Shares equal in value to that total exercise price; and
result in less Shares being issued upon exercise of existing Options, which is for the benefit of the Company, with less dilution for all Shareholders.

The following example demonstrates how the cashless exercise of existing Options would operate:

100,000 Options have vested and are to be exercised by a participant in the ESOP.
Those Options were granted with an exercise price of $0.50.

NOTICE OF GENERAL MEETING

NORTHERN STAR RESOURCES LTD ACN 092 832 892

We assume that the Company’s Share price is $1.00 as at the date of the exercise of those Options.
If the participant was to exercise those Options as currently provided in ESOP No 2, then the participant will be required to pay a total exercise price of $50,000 (being $0.50 per Option multiplied by 100,000 Options) and 100,000 Shares will then be held by the participant. The net economic position for the participant based on the above is $50,000, because the participant will hold 100,000 Shares worth $100,000, but the participant has paid to the Company the total exercise price of $50,000 in cash. The net economic position for the Company is that the Company has issued 100,000 Shares, and received subscription funds of $50,000 for those Shares.
If the participant was able to exercise those same Options through a cashless exercise mechanism, then rather than paying the above total exercise price to the Company, upon exercise the participant would be issued with 50,000 Shares. The net economic position for the participant is the same: $50,000, being 50,000 Shares multiplied by the Share price as at the date of exercise of those Options ($1.00). The key advantage for the Company is that only 50,000 Shares would be issued instead of 100,000 Shares, as per a standard exercised Option. The dilutionary effect of exercising Options is therefore reduced where the cashless exercise method operates. The net economic position for the Company is that the Company has issued 50,000 Shares, and received no subscription funds for those Shares.

There are currently 5,416,666 ESOP No 2 options issued at various times to management staff and not yet exercised. These options expire on various dates, exercisable at various exercise prices.

There are currently 6,500,000 options which were issued to Bill Beament on 11 September 2009 and not yet exercised. These options vested on 11 September 2011 and expire on 11 September 2013, exercisable at 10 cents each.

(iii) Introduction of exercise condition

In addition to the above amendments, the Board proposes to effect amendments introducing an exercise condition into the terms of existing (but yet to be exercised) Options. The exercise condition, which must be satisfied or waived by the Board in order for Options to be exercisable, is that the “Market Value” of a Share must exceed the exercise price of the Option.

The rationale behind this proposed introduction is to avoid the scenario where an Option holder is taxed at exercise on an “underwater” Option, that is, an Option that has an exercise price less than the current market value of a Share. The exercise condition prevents this scenario by ensuring that an Option holder can only ever exercise an Option when the Market Value of a Share exceeds the exercise price of the Option.

“Market Value” is defined as the average closing sale price per Share (weighted by reference to volume) recorded on the stock market of ASX during the previous five trading days (excluding special crossings and overnight sales), or, in circumstances where there has been no trading in the Shares during the previous five trading days, the last sale price recorded on the stock market of ASX (excluding special crossings and overnight sales).

Listing Rule 6.23.4 issues

Shareholder approval is being sought to approve the amendment to the terms of Options already issued under ESOP No 2 and to Bill Beament on 11 September 2009, so that the Company will satisfy Listing Rule 6.23.4. Listing Rule 6.23.4 provides that a change to the terms of Options can only be made if holders of ordinary securities approve the change.

Corporations Act issues

Shareholder approval is not being sought under Chapter 2E of the Corporations Act to approve the amendment to the terms of Options already issued to the Company’s Managing Director, Bill Beament, under the Deed of Variation. The Directors (excluding Bill Beament) consider that the proposed changes to the Options already issued to Bill Beament are being made on an arms length basis in accordance with section 210 of the Corporations Act because they are the same changes made to Options on issue and not yet exercised under ESOP No 2, and therefore shareholder approval is not required under Chapter 2E of the Corporations Act.

NOTICE OF GENERAL MEETING

NORTHERN STAR RESOURCES LTD ACN 092 832 892

Board Recommendation

The Board (excluding Bill Beament) considers that the changes to the Options issued under ESOP No 2 and the Options issued to Bill Beament on 11 September 2009, but not yet exercised, are generally beneficial to the Company. In particular, the Board considers that the benefit to the Company of having to issue fewer Shares upon any exercise of Options under the cashless exercise method, outweighs the negative aspect of the cashless exercise method, which is that the Company will not receive any subscription funds for Shares to be issued upon exercise of Options.

5. RESOLUTION 5 – ISSUE OF 2 MILLION OPTIONS TO BILL BEAMENT

The Company proposes to issue 2 million Options exercisable at 91 cents each exercisable within two years of issue to the Company’s Managing Director Bill Beament as part of his remuneration package. Shareholder approval is not being sought under Chapter 2E of the Corporations Act to approve the grant of Options because the Directors (excluding Bill Beament) consider that the proposed Options form part of his reasonable remuneration package.

Listing Rule 10.11 provides generally that a company may not issue shares or options to subscribe for shares equal to more than 15% of the company’s issued share capital in any 12 months without obtaining shareholder approval. Listing Rule 7.1 approval is not required if Shareholder approval for the issue is obtained under Listing Rule 10.11. Resolution 6 seeks this approval.

The Options will be allotted and issued on one date immediately following the Meeting but, in any case, not later than 1 month after the date of Shareholder approval to Bill Beament. The Options will be issued on terms and conditions set out in Annexure C. The Company will not apply to ASX for Official Quotation of the Options. No funds will be raised upon issue of the Options. If the Options are exercised, the funds raised will be used for general working capital purposes.

The Board believes that the proposed issue is beneficial for the Company in order to incentivise the Managing Director to increase the value of Shares, for the benefit of all Shareholders. The Board recommends that Shareholders vote in favour of the resolution. It will also allow the Company to retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months.

ENQUIRIES

Shareholders may contact the Company Secretary on (+ 61 8) 9227 1186 if they have any queries in respect of the matters set out in these documents.

NOTICE OF GENERAL MEETING

NORTHERN STAR RESOURCES LTD ACN 092 832 892

GLOSSARY

Board means the current board of directors of the Company.

Company means Northern Star Resources Ltd (ACN 092 832 892).

Corporations Act means the Corporations Act 2001 (Cth), as amended from time to time.

Deed of Variation means the Deed of Variation between the Company and Bill Beament varying the terms on which Options were issued to Bill Beament on 11 September 2009.

Directors means the current directors of the Company.

ESOP No 2 means the Northern Star Resources Ltd Employee Share Option Plan No 2, approved by Shareholders on 30 November 2009.

ESOP No 3 means the Northern Star Resources Ltd Employee Share Option Plan No 3, proposed for Shareholder approval in Resolution 3.

EST means the Employee Share Trust, explained in the Explanatory Statement under Resolutions 3 and 4.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting means the meeting convened by the Notice of Meeting.

Listing Rules means the official listing rules of ASX Limited.

Notice of Meeting or Notice of General Meeting means this notice of General Meeting including the Explanatory Statement.

Option means an option to subscribe for one Share.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

NOTICE OF GENERAL MEETING

NORTHERN STAR RESOURCES LTD ACN 092 832 892

Annexure A (amended terms of options granted under ESOP No 2)

RULES OF THE NORTHERN STAR RESOURCES LTD EMPLOYEE SHARE OPTION PLAN No. 2 APPROVED BY SHAREHOLDERS ON 30 NOVEMBER 2009 AS AMENDED BY THE BOARD OF NORTHERN STAR RESOURCES LTD ON 23 MAY 2012 FOR FURTHER SHAREHOLDER APPROVAL ON 28 JUNE 2012

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Rules, unless the contrary intention appears:

“ Applicable Laws ” means any one or more or all, as the context requires of:

(a) the Corporations Act;

(b) the Listing Rules;

(d) the Income Tax Assessment Act 1997 (Cth), as amended from time to time;

(e) the Income Tax Assessment Act 1936 (Cth), as amended from time to time; (f) any practice note, policy statement, regulatory guide, class order, declaration, guideline, policy, procedure, ruling, judicial interpretation or other guidance note made to clarify, expand or amend (a), (b), (d) and (e) above; and

(g) any other legal requirement that applies to the Plan;

“ Associated Company ” means at any time any body corporate that at that time is a related body corporate of the Company within the meaning of section 50 of the Corporations Act;

“ ASX ” means ASX Limited trading as the Australian Securities ~~Stock~~ Exchange ~~Limited a~~ nd includes any body corporate which may hereafter succeed to the powers, functions and duties of Australian Securities ~~Stock~~ Exchange ~~Limited~~ ;

“ Board ” means the directors acting as the board of directors of the Company;

“ Business Day ” means a day on which the stock market of ASX is open for trading in securities;

“ Certificate ” means the certificate issued by the Company to a Holder in respect of an Option;

“ Company ” means Northern Star Resources Ltd ACN 092 832 ~~3~~ 892;

“ Corporations Act ” means the Corporations Act 2001 (Cth) as amended from time to time;

“ Director ” means a director of a Group Company from time to time;

“ Eligible Person ” means at any time a person who then is an employee (whether full-time or part-time) or a consultant of a Group Company;

“ Exercise Price ” means, in respect of an Option, the subscription price per Share, determined in accordance with clause 12, payable by a Holder on exercise of the Option;

“ Expiry Date ” means, in relation to an Option, the period of up to 5 years from and including the Issue Date of the Option;

“ Group ” means, collectively, the Company and each of the Associated Companies;

“ Group Company ” means the Company or any Associated Company;

“ Holder ” means :,

(a) in relation to an Option, the person (whether an Eligible Person or a Permitted Nominee) entered in the Company’s register of options as the holder of that Option; and
~~(a)~~ (b) in relation to a Share, the person (whether an Eligible Person or a Permitted Nominee) who has exercised his or her Option and on whose behalf the Trustee holds the Share;

“ Issue Date ” means, in relation to an Option, the date on which the Company grants that Option;

“ Last Withdrawal Date ” means:

(a) in relation to an Option granted prior to 1 July 2009, the ten (10) year anniversary of the Issue Date; and
(b) in relation to an Option granted on or after 1 July 2009, the seven (7) year anniversary of the Issue Date;

“ Listing Rules ” means the Official Listing Rules of ASX;

“ Market Value ” means:

(a) the average closing sale price per Share (weighted by reference to volume) recorded on the stock market of ASX during the previous five trading days ~~immediately preceding the day on which the Board resolves to offer an Option~~ (excluding special crossings and overnight sales); or
(b) in circumstances where there has been no trading in the Shares during the previous five trading days ~~immediately preceding the day on which the Board resolves to offer an Option,~~ the last sale price recorded on the stock market of ASX (excluding special crossings and overnight sales);

“ Option ” means an o ~~O~~ ption issued under the Plan to subscribe (subject to clause 11) for or acquire a Share;

“ Permanent Disabilit ~~ylement~~ ” means, in relation to an Eligible Person, that the Eligible Person has, in the opinion of the Board, after considering such medical and other evidence as it sees fit, become incapacitated to such an extent as to render the Eligible Person unlikely ever to engage in any occupation for which he is reasonably qualified by education, training or experience;

“ Permitted Nominee ” has the meaning given to it by clause 5.4;

“ Plan ” means the Northern Star Resources Ltd Employee Share Option Plan No. 2 established in accordance with these Rules;

“ Redundancy ” means, in relation to an Eligible Person, a determination by the Board that the relevant Group Company’s need to employ a person for the particular kind of work carried out by that Eligible Person has ceased (but, for the avoidance of any doubt, does not include the dismissal of an Eligible Person for personal or disciplinary reasons or where the Eligible Person leaves the employ of any Group Company of his own accord);

“ Retirement ” means, in relation to an Eligible Person, retirement by that Eligible Person from any Group Compan ~~y at age 60 or over or such earlier age as considered appropriate by the Board~~ ;

“ Rules ” means these rules, as amended from time to time;

“ Shares ” means fully paid ordinary shares in the capital of the Company ~~;.~~

“ Trust ” means the "Northern Star Resources Employee Share Trust", being an employee share trust established by the Company for the sole purpose of subscribing for or acquiring, delivering, allocating and holding Shares for the benefit of Holders and participants in other employee equity plans established by the Company or Group Company from time to time;

“ Trust Deed ” means the trust deed entered into between the Company and the Trustee on or around 23 May 2012;

“ Trustee ” means CPU Share Plans Pty Ltd ABN 20 081 600 875 or any replacement trustee which has been appointed by the Company, and who has agreed to act, as the trustee of the Trust on the terms and conditions set out in the Trust Deed; and

“ Withdrawal Notice ” means a written request made by a Holder to the Company requesting that some or all of the Holder’s Shares held by the Trustee on behalf of the Holder be sold or transferred to the Holder or as that Holder directs, which notice must:

(a) be signed by the relevant Holder;

(b) specify the number of Shares to be sold or transferred; and
(c) be in the form set out in the Schedule or as otherwise approved by the Board.

1.2 Interpretation

In these Rules, unless the contrary intention appears:

(a) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
(b) the singular includes the plural and vice versa;
(c) a reference to a gender includes all genders; ~~and~~
(d) a reference in the Plan to any party includes that party's executors, administrators, successors and permitted assigns, including any person taking by way of novation and, in the case of the Trustee, includes any substituted or additional trustee; and
~~(d)(~~ e) an expression defined in, or given a meaning for the purposes of, the Corporations Act or the Listing Rules has the same meaning where used in these Rules.

2. ESTABLISHMENT AND TERMINATION OF THE PLAN

2.1 The Board may establish and administer the Plan in accordance with the terms and conditions set out in these Rules and otherwise as it determines from time to time in its absolute and uncontrolled discretion.
2.2 The Board may terminate the Plan, or suspend its operation for any period it considers desirable, at any time that it considers appropriate.

2.3 The Board may not issue any further Options after the Plan has been terminated. However, these Rules will continue to apply to Options on issue at the date of such termination until the last of those Options lapses or is exercised and the Trustee ceases to hold Shares on behalf of any Holder.

3. NUMBER OF OPTIONS TO BE ISSUED

The Company shall not offer or issue Options to any Eligible Person in accordance with the Plan if the total number of shares the subject of Options, when aggregated with:

3.1 the number of shares in the same class which would be issued were each outstanding offer or option to acquire unissued shares in the Company, being an offer made or option acquired pursuant to the Plan or any other employee share scheme extended only to employees or directors of Group Companies, to be accepted or exercised (as the case may be); and
3.2 the number of shares in the same class issued during the previous five years pursuant to the Plan or any other employee share scheme extended only to employees or directors of Group Companies,

(but disregarding any offer made, or option acquired or share issued by way of or as a result of an offer to a person situated at the time of receipt of the offer outside Australia or any offer which, pursuant to Section 708 of the Corporations Act, does not need disclosure to investors), would exceed 5% of the total number of issued shares in that class of the Company as at the time of the proposed offer.

4. ENTITLEMENT TO PARTICIPATE

4.1 The Board may from time to time determine in its absolute and uncontrolled discretion that any Eligible Person is entitled to participate in the Plan and the extent of that participation. The determination of the Board shall be binding and neither the Board nor any director of the Company shall be obliged to give any reason for a determination.
4.2 The Board may exercise its powers in relation to the participation of any Eligible Person on any number of occasions.
4.3 Unless otherwise determined by the Board in its absolute and uncontrolled discretion, no Eligible Person shall be entitled to participate in the Plan unless that Eligible Person has been in continuous employment with, or continuously engaged as, a consultant by a Group Company for at least 12 months prior to the Issue Date.
4.4 The Plan shall not form part of any contract of employment between any Group Company and any of its employees and shall not confer directly or indirectly on any such employee any legal or equitable right whatsoever against any Group Company.

5. OFFER OF OPTIONS

5.1 Subject to these Rules and to the Applicable Laws ~~Listing Rules,~~ the Company (acting through the Board) may offer Options to any Eligible Persons at such times and on such terms as the Board considers appropriate in its absolute and uncontrolled discretion. Each offer must state:
(a) that the Eligible Person to whom it is addressed may accept the whole or any lesser number of Options offered. The offer may stipulate a minimum number of Options and any multiple of such minimum or any other number which may be accepted;

(b) the period within which the offer may be accepted; and
(c) any other matters which the Board may determine.
5.2 Upon receipt of an offer of Options, an Eligible Person may, within the period specified in the offer:
(a) accept the whole or any lesser number of Options offered by notice in writing to the Board; or
(b) nominate a nominee in whose favour the Eligible Person wishes to renounce the offer by notice in writing to the Board. The Board may, in its absolute and uncontrolled discretion, resolve not to allow such renunciation of an offer in favour of a nominee without giving any reason for such decision.
5.3 Each Option will be issued free.
5.4 Upon:
(a) receipt of the acceptance referred to in claus ~~eparagraph~~ 5.2(a); or
(b) the Board resolving to allow a renunciation of an offer in favour of a nominee (“ Permitted Nominee ”) and the Permitted Nominee accepting the whole or any lesser number of Options offered by notice in writing to the Board,

then the Eligible Person or the Permitted Nominee, as the case may be, will be taken to have agreed to be bound by these Rules and will be issued Options subject to these Rules.

5.5 Certificates for Options will be dispatched within 10 Business Days after their Issue Date (or within such lesser period (if any) as may be required by the Applicable Laws ~~Listing Rules)~~ .
5.6 If Options are issued to a Permitted Nominee of an Eligible Person, the Eligible Person must, without limiting any provision in these Rules, ensure that the Permitted Nominee complies with these Rules.

6. QUOTATION

6.1 The Company will not apply for official quotation by ASX of any Options.
6.2 If the Company’s Shares have been granted official quotation by ASX, the Company must apply for official quotation of all Shares allotted, transferred or allocated pursuant to the exercise of Options not later than 10 Business Days after the date of allotment, transfer or allocation (or within such lesser period (if any) as may be required by the Applicable Laws ~~Listing Rules)~~ .

7. NOT TRANSFERABLE

Subject to clause 10.3, Options are not transferable.

8. EXERCISE OF OPTIONS

8.1 Subject to these Rules, Options may be exercised at any time during the period commencing after the Issue Date and ending on the Expiry Date.
8.2 Options not exercised on or before the Expiry Date will automatically lapse.

8.3 Options may only be exercised by notice in writing to the Board delivered to the registered office of the Company. The notice must specify the number of Options being exercised and must be accompanied by:
(a) subject to clause 8.4, the Exercise Price for the number of Options specified in the notice; and
(b) the Certificate for those Options, for cancellation by the Company.

Subject to clause 8.4, ~~tT~~ he notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque).

8.4 The Board may decide in its absolute and uncontrolled discretion that a Holder will not be required to provide payment of the Exercise Price of Options by cheque or otherwise in immediately available funds, but that on exercise of the Options, the Holder may elect that the Company instead instruct the Trustee to subscribe for, acquire or allocate the number of Shares that are equal in value to the difference between the then Market Value of the Shares and the Exercise Price otherwise payable in relation to the Options (with the number of Shares rounded down).
~~8.48~~ .5 Subject to clause 8.2, within 10 Business Days after the notice referred to in clause 8.3 becomes effective (or within such lesser period (if any) as may be required by the Applicable Laws ~~Listing Rules), the Board must~~ :
(a) subject to the Trustee receiving from the Company sufficient funds to subscribe for or acquire the Shares, the Company must instruct the Trustee to:

(1) subscribe for new Shares;

(2) acquire Shares on market; and/or

(3) allocate Shares held in the Trust (not being Shares held on behalf of any other particular Participant),

equal to ~~allot and issue~~ the number of Shares specified in the notice to the Holder, and the Trustee will hold those Shares on behalf of the Holder in accordance with the terms of the Trust Deed;

(b) the Company must, or the Company must instruct the Trustee to, notify the Holder that the Trustee holds Shares on the Holder’s behalf;

~~(a)(~~ c) the Board must cancel the Certificate for the Options being exercised; and

~~(b)(~~ d) if applicable, the Board must issue a new Certificate for any remaining Options covered by the Certificate accompanying the notice.

9. SHARES ALLOTTED, TRANSFERRED OR ALLOCATED ON EXERCISE OF OPTIONS

All Shares allotted, transferred or allocated upon exercise of Options rank pari passu in all respects with Shares previously issued and, in particular, entitle the Holders to participate fully in:

9.1 dividends declared by the Compan ~~y after the date of allotment~~ ; and

9.2 all issues of securities made or offered pro rata to holders of Shares ~~,.~~

after the date of allotment, transfer or allocation.

10. CEASING TO BE AN ELIGIBLE PERSON

10.1 If at any time prior to the Expiry Date of any Options, an Eligible Person ceases to be an Eligible Person for any reason other than Retirement, Permanent Disability, Redundancy or death, all Options held by such Eligible Person or his Permitted Nominee (as the case may be), will, to the extent that they have not been exercised beforehand, automatically lapse on the first to occur of:
(a) ~~tTh~~ e expiry of the period of 1 calendar month from the date of such occurrence; or ~~, and~~
(b) ~~tTh~~ e Expiry Date.
10.2 A certificate signed by the company secretary of the Company stating that a person ceased for any reason to be an Eligible Person shall (in the absence of manifest error) be conclusive for the purposes of the Plan, both as to such occurrence and the date of such occurrence.
10.3 If at any time prior to the Expiry Date of any Options a Holder dies, the deceased Holder’s legal personal representative may:
(a) elect to be registered as the new Holder of the deceased Holder’s Options;
(b) whether or not he becomes so registered, exercise those Options as if it were the Holder of them in accordance with these Rules; and
(c) if the deceased Holder had already given the Company a notice of exercise of his Options, pay the Exercise Price in respect of those Options, subject to clause 8.4.

11. ENTITLEMENT TO PARTICIPATE IN FUTURE ISSUES

11.1 New Issues

Holders may only participate in new issues of securities to holders of Shares if an Option has been exercised and Shares allotted, transferred or allocated in respect of the Option before the record date for determining entitlements to the issue. The Company must give at least nine Business Days’ notice (or such greater period of notice (if any) as may be required by the Listing Rules) to Holders of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules.

11.2 Bonus Issues

If there is a bonus share issue (‘‘ Bonus Issue ”) to the holders of Shares, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the Holder would have received if the Option had been exercised before the record date for the Bonus Issue (‘‘ Bonus Shares ”). Upon issue the Bonus Shares will rank pari passu in all respects with the other shares of that class on issue at the date of issue of the Bonus Shares.

11.3 Pro Rata Issue

If there is a pro rata issue (other than a Bonus Issue) to the holders of Shares, the Exercise Price of an Option will be reduced according to the following formula:

A = O - E [P - (S+D)] N + 1

A = the new exercise price of the Option.

O = the old exercise price of the Option.
E = the number of Shares into which one Option is exercisable.
P = the average closing sale price per Share (weighted by reference to volume) recorded on the stock market of ASX during the 5 trading days immediately preceding the ex rights date or ex entitlements date (excluding special crossings and overnight sales and exchange traded option exercises).
S = the subscription price for a security under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue).
N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

11.4 Reorganisation of Capital

If, prior to the expiry or lapse of any Options, there is a reorganisation of the issued capital of the Company, those Options will be reorganised to the extent necessary to comply with the Listing Rules.

11.5 Advice

In accordance with the Listing Rules, the Company must give notice to each Holder of any adjustment to the number of Shares for which the Holder is entitled to subscribe for, or to be transferred or allocated, or to the Exercise Price pursuant to the provisions of clauses 11.2, 11.3 or 11.4.

12. EXERCISE PRICE OF OPTIONS

The Exercise Price of each Option will be determined by the Board when it resolves to offer the Option.

13. RESTRICTION ON DISPOSAL OF SHARES

13.1 Restriction Period

Where the Board makes an offer of Options to an Eligible Person, the Board may, in its sole and uncontrolled discretion, determine that a restriction period will apply to some or all of the Shares issued, transferred or allocated to or on behalf of a Holder, following exercise of the Holder’s Options (“ Restricted Shares ”), up to a maximum of seven (7) years from the Issue Date (“ Restriction Period ”).

13.2 Waiver of Restriction Period

The Board may, in its sole and uncontrolled discretion, having regard to the circumstances at the time, waive a Restriction Period determined pursuant to clause 13.1.

13.3 No disposal of Shares while restricted

A Holder must not dispose of or otherwise deal with any Shares issued, transferred or allocated to the Holder under the Plan while those Shares are Restricted Shares.

13.4 Enforcement of Restriction Period

The Company may implement any procedure it considers appropriate to restrict a Holder from dealing with any Restricted Shares for as long as those Shares are Restricted Shares.

14. DIVIDENDS, VOTING RIGHTS AND NOTICES OF MEETING

14.1 Dividends

Where the Trustee holds Shares on behalf of a Holder, the dividends payable on those Shares will be paid by the Company to the Trustee, and the Trustee will pay any such dividends to the Holder as soon as reasonably practicable after those dividends are paid by the Company to the Trustee.

14.2 Voting rights

Where the Trustee holds Shares on behalf of a Holder, a Holder may direct the Trustee by notice in writing not less than 72 hours before the meeting as to how to exercise the voting rights attaching to those Shares held on the Holder’s behalf by the Trustee, either generally or in respect of a particular resolution, by way of proxy. In the absence of any such direction, the Trustee must not exercise the voting rights attaching to the Shares held on behalf of the Holder by the Trustee. The Trustee must not vote in respect of any Shares it holds on behalf of a Holder if the vote occurs by show of hands.

14.3 Notices of meetings

Where the Trustee holds Shares on behalf of a Holder, the Company must, or by direction of the Board the Trustee must, forward to a Holder a copy of any notices of meetings of members of the Company received by the Trustee, unless the Holder has notified the Trustee in writing that the Holder does not wish to receive such notices.

15. WITHDRAWAL OF SHARES AND TRANSFER OF SHARES TO HOLDER

15.1 Shares

Subject to clause 13.1, Shares allocated to, and held by the Trustee in the Trust on behalf of and for the benefit of, a Holder, will continue to be held on behalf of the Holder and be subject to the Rules, unless and until the Shares are withdrawn from the Trust by:

(a) a Holder submitting (or being deemed to have submitted) to the Company a Withdrawal Notice;

(b) the Board approving that Withdrawal Notice under this clause 15; and

(c) the Trustee acting in accordance with any such approval by the Board by transferring the legal title in those Shares to, or by selling those Shares, in accordance with the direction of, the Holder,

provided at all times that they are not Restricted Shares.

15.2 Submission of Withdrawal Notice

A Holder may submit a Withdrawal Notice to the Company in respect of some or all of the Shares held by the Trustee on behalf of the Holder and which are not subject to any restrictions imposed under clause 13.1.

15.3 Approval of Withdrawal Notice

The Board may approve the withdrawal from the Trust of all or a specified number of Shares held by the Trustee on behalf of the Holder if any of the following applies:

(a) the Holder has submitted, or is deemed to have submitted, a Withdrawal Notice to the Company in respect the relevant number of Shares;
(b) the Holder is no longer an Eligible Person, or where a Permitted Nominee is the Holder, the person who nominated the Permitted Nominee is no longer an Eligible Person, (in which case the Holder will be deemed to have submitted a Withdrawal Notice in respect of all of the relevant number of Shares held by the Trustee on behalf of the Holder and to have directed the Trustee to transfer the legal title in those Shares to the Holder); or
(c) the Last Withdrawal Date has been reached (in which case, the Holder will be deemed to have submitted a Withdrawal Notice in respect of all of the Shares held by the Trustee on behalf of that Holder and to have directed the Trustee to transfer the legal title in those Shares to the Holder).

15.4 Timing of consideration of a Withdrawal Notice

The Board may adopt procedures for the consideration of a Withdrawal Notice, which may (among other things), specify times, intervals or periods at or during which the Board will consider whether or not to approve a Withdrawal Notice submitted by Holders from time to time.

15.5 Board not to unreasonably withhold approval

The Board must not unreasonably withhold its approval of the withdrawal of Shares from the Trust that are the subject of a Withdrawal Notice validly submitted by a Holder under this clause 15 or deemed to have been, or deemed to have been submitted by a Holder in accordance with this clause 15. For the avoidance of doubt, nothing in this clause 15 requires the Board to:

(a) deal with a Withdrawal Notice at an earlier time than the next time specified under any procedure adopted by the Board under clause 15.4; or

(b) approve a Withdrawal Notice where the Board is permitted by clause 15.6 to decline to act on that Withdrawal Notice.

15.6 Repayment of moneys owed by Holders

If a Holder owes money to any Group Company, the Board may decline to act on a Withdrawal Notice submitted, or deemed to have been submitted, by the Holder until arrangements (which are satisfactory to the Board) have been made for the payment of the money.

16. TRUSTEE

16.1 Rights and obligations

The Board may determine and conclude agreements with the Trustee, and enforce or prosecute any rights and obligations against the Trustee under such agreements, without reference or recourse to the Holders under this Plan. Subject to the terms of the Trust Deed and without limiting the Company’s rights in this regard, the Company may, pursuant to and in accordance with any such agreements:

(a) provide funds to the Trustee in order to allow the Trustee to subscribe for and/or acquire Shares to be held on behalf of Holders under this Plan;

(b) pay the Trustee for services provided in connection with this Plan and the Trust; (c) remove the Trustee and appoint a new trustee (and make any necessary arrangements or provisions for the transfer of Shares held by the Trustee for Holders to a new trustee); and (d) otherwise exercise any rights, responsibilities or powers afforded to it under the Trust Deed.

16.2 Costs

Subject to the Trust Deed, the Board may determine the manner in which any costs associated with the Trust and the costs incurred in the course of the performance by the Trustee of its role and duties under this Plan and the Trust Deed are to be borne.

16.3 Administration and holding of Shares

The Trustee must administer the Trust and hold Shares under the Plan in accordance with this Plan, the Trust Deed and any procedures determined by the Company and as agreed to between the Board and the Trustee.

16.4 Registration of Shares

Where Shares are held by the Trustee on behalf of a Holder, those Shares will be registered in the name of the Trustee.

13.1 7. AMENDMENTS TO THE RULES

The Board may alter, delete or add to these Rules at any time (save for the provisions of clause 3), but, where the Company is admitted to the Official List of ASX, its resolution to do so has no effect unless the requirements of the Listing Rules in relation to the alteration, deletion or addition have been complied with.

14.1 8. NOTICES

Notices may be given by the Company to any Holder either personally or by sending by post to his address as noted in the Company’s records or to the address (if any) within the Commonwealth of Australia supplied by him to the Company for the giving of notices. Notices of any overseas Holders shall be forwarded and posted by air. Where a notice is sent by post the notice shall be deemed to be served on the day after posting. The signature of any notice may be given by any Director or s ~~S~~ ecretary of the Company. A notice of exercise of Options shall not be deemed to be served on the Company until actually received.

Schedule - Notice of Withdrawal of Shares from the Trust

NORTHERN STAR RESOURCES LTD ACN 092 832 892

==> picture [477 x 411] intentionally omitted <==

----- Start of picture text -----

To the Trustee of the “Northern Star Resources Employee Share Trust”
Where Northern Star Resources Ltd (ACN 092 832 892) (“ Company ”) has instructed the Trustee of the
“Northern Star Resources Employee Share Trust” (“ Trust ”) to subscribe for, acquire and/or allocate Shares
and hold those Shares on my behalf, in accordance with clause 8.5 of the Company’s Employee Share
Option Plan No. 2 (“ Plan ”), I request the Trustee to release from the Trust the following number of Shares
held by the Trustee on my behalf:
___Shares
and provide the Trustee with the following instructions:
PLEASE TICK ONE BOX ONLY
1. Please transfer the legal title in the Shares to me. [ ]
2. Please transfer the legal title in the Shares to my nominee. [ ]
______
Insert full name
3. Please arrange for the sale of the Shares on my behalf and provide [ ]
me with the proceeds from the sale of those Shares (less any
brokerage fees or other costs incurred by the Trustee resulting from that sale).
I acknowledge that this request is subject to, and must be read in conjunction with, the Plan, and I agree to
be bound by the constitution of the Company.
Signature:
Date:
----- End of picture text -----

Annexure B (amended terms of options granted to Bill Beament on 11 September 2009)

As amended by the Board of Northern Star Resources Ltd (“Board”) on 23 May 2012.

Each option entitles the holder, on exercise, to one ordinary fully paid share in the Company (“Share”).
Shares issued, transferred or allocated on exercise of options (by such means and in such manner approved by the Board) will rank equally with other ordinary shares of the Company.
Options are NOT transferable. Quotation of options on ASX will not be sought. However, the Company will apply to ASX for official quotation of Shares issued, transferred or allocated on the exercise of options.

• An option may only be exercised (by such means and in such manner approved by the Board) after that option has vested and any other conditions imposed by the Board on exercise satisfied. The Board has determined that a vesting period applies as follows: the Consultant must remain in the position of Managing Director of the Company, in the case of the options exercisable within 2 years. The Board has also determined that the following condition of exercise applies and must be satisfied, or waived by the Board, in order for the options to be exercisable: the Market Value of a Share must exceed the exercise price of the holder’s option. “Market Value” means the average closing sale price per Share (weighted by reference to volume) recorded on the stock market of ASX during the previous five trading days (excluding special crossings and overnight sales), or, in circumstances where there has been no trading in the Shares during the previous five trading days, the last sale price recorded on the stock market of ASX (excluding special crossings and overnight sales). • Upon exercise of the options, the Board will instruct Pacific Custodians Pty Limited (ABN 66 009 682 866), acting as the initial trustee (or any substituted or additional trustee) (“Trustee”) of the “Northern Star Resources Employee Share Trust” (“Trust”), to subscribe for, acquire or allocate the relevant number of Shares, and the Trustee will hold those Shares on behalf of the option holder in accordance with the terms and conditions set out in the trust deed entered into between the Company and the Trustee on 23 May 2012 (“Trust Deed”). The Company will, or the Company will instruct the Trustee to, notify the option holder that the Trustee holds Shares on the option holder’s behalf. • Subject to the Trustee receiving from the Company sufficient funds to subscribe for or acquire the Shares, the Board may, in its absolute discretion, instruct the Trustee to either subscribe for new Shares or acquire Shares on market to be held on the option holder’s behalf, or instruct the Trustee to use a combination of both alternatives. • Where the Trustee holds Shares on behalf of the option holder, the Trustee must pay any dividends received in relation to those Shares to the option holder as soon as reasonably practicable, and also forward to the option holder a copy of any notices of meetings of members of the Company (unless the Company has forwarded such copies itself). The option holder may direct the Trustee, by written notice not less than 72 hours before the meeting, as to how to exercise the voting rights attaching to Shares held by the Trustee on the option holder’s behalf by way of proxy. In the absence of any such direction, the Trustee must not exercise such voting rights. The Trustee must not vote in respect of any Shares it holds on behalf of an option holder if the vote occurs by show of hands. • Any Shares held by the Trustee in the Trust for the benefit of the option holder will remain so until some or all of the Shares are withdrawn by the option holder submitting a withdrawal notice in the form approved by the Board (“Withdrawal Notice”), the Board approving such Withdrawal Notice, and the Trustee then acting on such approval by transferring the legal title in those Shares to the option holder, or by selling those Shares, in accordance with the direction of the option holder. A Withdrawal Notice (with instructions to transfer the legal title in the Shares to the option holder) will be deemed to have been submitted in respect of all Shares held by the Trustee on behalf of the option holder if the option holder ceases to be employed or engaged by the Company, or if the date 7 years after the date of grant of the option (“Grant Date”) is reached (in relation to options issued prior to 1 July 2009) or 10 years after the Grant Date is reached (in relation to options issued on or after 1 July 2009).

The Trustee must administer the Trust and hold Shares in accordance with the Trust Deed and any procedures determined by the Company and as agreed to between the Board and the Trustee.
If, in the opinion of the Board any of the following has occurred or is likely to occur, the Company entering into a scheme of arrangement, the commencement of a takeover bid for the Company’s Shares, or a party acquiring a sufficient interest in the Company to enable them to replace the Board, the Board may declare an option to be free of any conditions of exercise. Options which are so declared may be exercised at any time on or before their expiry date and in any number.
There are no participating rights or entitlements inherent in the options and option holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the options. However, the Company will ensure that the record date for determining entitlements to any such issue will be at least 9 Business Days after the issue is announced. Option holders shall be afforded the opportunity to exercise all options which they are entitled to exercise ~~pursuant to the Plan p~~ rior to the date for determining entitlements to participate in any such issue.
If the Company makes an issue of Shares to Shareholders by way of capitalisation of profits or reserves (“Bonus Issue”), each option holder holding any options which have not expired at the time of the record date for determining entitlements to the Bonus Issue shall be entitled to have issued, transferred or allocated to him upon exercise of any of those options the number of Shares which would have been issued under the Bonus Issue (“Bonus Shares”) to a person registered as holding the same number of Shares as that number of Shares to which the option holder may have issued, transferred or allocated to hi ~~msubscribe~~ pursuant to the exercise of those options immediately before the record date determining entitlements under the Bonus Issue (in addition to the Shares which he or she is otherwise entitled to have issued, transferred or allocated to him or her upon such exercise). The Bonus Shares will be paid by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the Bonus Issue and upon issue rank pari passu in all respects with the other Shares issued, transferred or allocated upon exercise of the options.
In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the expiry of any options, the number of options to which each option holder is entitled or the exercise price of his or her options or both or any other terms will be reconstructed in a manner determined by the Board which complies with the provisions of the Listing Rules.

NOTICE OF GENERAL MEETING

NORTHERN STAR RESOURCES LTD ACN 092 832 892

Annexure C (proposed terms of options to be granted to Bill Beament)

Terms of Options

Each option entitles the holder, on exercise, to one ordinary fully paid share in the Company (“Share”).
Shares issued, transferred or allocated on exercise of options (by such means and in such manner approved by the Board) will rank equally with other ordinary shares of the Company.
Options are not transferable. Quotation of options on ASX will not be sought. However, the Company will apply to ASX for official quotation of Shares issued, transferred or allocated on the exercise of options.
An option may only be exercised (by such means and in such manner approved by the Board) after that option has vested and any other conditions imposed by the Board on exercise satisfied. The Board has determined that the following condition of exercise applies and must be satisfied, or waived by the Board, in order for the options to be exercisable: the Market Value of a Share must exceed the exercise price of the holder’s option. “Market Value” means the average closing sale price per Share (weighted by reference to volume) recorded on the stock market of ASX during the previous five trading days (excluding special crossings and overnight sales), or, in circumstances where there has been no trading in the Shares during the previous five trading days, the last sale price recorded on the stock market of ASX (excluding special crossings and overnight sales).
Upon exercise of the options, the Board will instruct Pacific Custodians Pty Limited (ABN 66 009 682 866), acting as the initial trustee (or any substituted or additional trustee) (“Trustee”) of the “Northern Star Resources Employee Share Trust” (“Trust”), to subscribe for, acquire or allocate the relevant number of Shares, and the Trustee will hold those Shares on behalf of the option holder in accordance with the terms and conditions set out in the trust deed entered into between the Company and the Trustee on 23 May 2012 (“Trust Deed”). The Company will, or the Company will instruct the Trustee to, notify the option holder that the Trustee holds Shares on the option holder’s behalf.
Subject to the Trustee receiving from the Company sufficient funds to subscribe for or acquire the Shares, the Board may, in its absolute discretion, instruct the Trustee to either subscribe for new Shares or acquire Shares on market to be held on the option holder’s behalf, or instruct the Trustee to use a combination of both alternatives.
Where the Trustee holds Shares on behalf of the option holder, the Trustee must pay any dividends received in relation to those Shares to the option holder as soon as reasonably practicable, and also forward to the option holder a copy of any notices of meetings of members of the Company (unless the Company has forwarded such copies itself). The option holder may direct the Trustee, by written notice not less than 72 hours before the meeting, as to how to exercise the voting rights attaching to Shares held by the Trustee on the option holder’s behalf by way of proxy. In the absence of any such direction, the Trustee must not exercise such voting rights. The Trustee must not vote in respect of any Shares it holds on behalf of an option holder if the vote occurs by show of hands.
Any Shares held by the Trustee in the Trust for the benefit of the option holder will remain so until some or all of the Shares are withdrawn by the option holder submitting a withdrawal notice in the form approved by the Board (“Withdrawal Notice”), the Board approving such Withdrawal Notice, and the Trustee then acting on such approval by transferring the legal title in those Shares to the option holder, or by selling those Shares, in accordance with the direction of the option holder. A Withdrawal Notice (with instructions to transfer the legal title in the Shares to the option holder) will be deemed to have been submitted in respect of all Shares held by the Trustee on behalf of the option holder if the option holder ceases to be employed or engaged by the Company, or if the date 10 years after the Grant Date is reached.
The Trustee must administer the Trust and hold Shares in accordance with the Trust Deed and any procedures determined by the Company and as agreed to between the Board and the Trustee.
If, in the opinion of the Board any of the following has occurred or is likely to occur, the Company entering into a scheme of arrangement, the commencement of a takeover bid for the Company’s Shares, or a party acquiring a

NOTICE OF GENERAL MEETING

NORTHERN STAR RESOURCES LTD ACN 092 832 892

sufficient interest in the Company to enable them to replace the Board, the Board may declare an option to be free of any conditions of exercise. Options which are so declared may be exercised at any time on or before their expiry date and in any number.

There are no participating rights or entitlements inherent in the options and option holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the options. However, the Company will ensure that the record date for determining entitlements to any such issue will be at least 9 Business Days after the issue is announced. Option holders shall be afforded the opportunity to exercise all options which they are entitled to exercise prior to the date for determining entitlements to participate in any such issue.
If the Company makes an issue of Shares to Shareholders by way of capitalisation of profits or reserves (“Bonus Issue”), each option holder holding any options which have not expired at the time of the record date for determining entitlements to the Bonus Issue shall be entitled to have issued, transferred or allocated to him upon exercise of any of those options the number of Shares which would have been issued under the Bonus Issue (“Bonus Shares”) to a person registered as holding the same number of Shares as that number of Shares to which the option holder may have issued, transferred or allocated to him pursuant to the exercise of those options immediately before the record date determining entitlements under the Bonus Issue (in addition to the Shares which he or she is otherwise entitled to have issued, transferred or allocated to him or her upon such exercise). The Bonus Shares will be paid by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the Bonus Issue and upon issue rank pari passu in all respects with the other Shares issued, transferred or allocated upon exercise of the options.
In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the expiry of any options, the number of options to which each option holder is entitled or the exercise price of his or her options or both or any other terms will be reconstructed in a manner determined by the Board which complies with the provisions of the Listing Rules.

Lodge your vote: By Mail: Northern Star Resources Ltd PO Box 4424 Victoria Park WA 6979

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Alternatively you can fax your form to (within Australia) 08 9227 8178 (outside Australia) +61 8 9227 8178

For all enquiries call: (within Australia) 08 9227 1186 (outside Australia) +61 8 9227 1186

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Prox Form y

For your vote to be effective it must be received by 3:00pm (WST) 26 June 2012

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Appointment of Corporate Representative” prior to admission. A form may be obtained from Advanced Share Registry Services or online at www.advancedshare.com.au under the Investors Tab, "General forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form ►

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’X’) should advise your broker of any changes.



 Proxy Form Please mark  to indicate your direction

- Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Northern Star Resources Ltd hereby appoint

 the Chairman of the Meeting OR  Chairman of the Meeting. Do not insert your own names(s) Please Note: Leave this box blank if you have selected the

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Northern Star Resources Ltd to be held at the Royal Perth Golf Club, Labouchere Road, South Perth WA 6151 Western Australia on 28 June 2012 at 3:00pm (WST) and at any adjournment of that meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of each Resolution. If the Chairman of the Meeting is your proxy (or becomes your proxy by default), you authorise the Chairman to exercise your proxy on Resolutions 1 to 5. For Resolutions 2 to 5, this authority is also subject to you marking the box in the section below.

Important for Resolutions 2 to 5: If the Chairman of the Meeting is your proxy and you have not directed the Chairman how to vote on Resolutions 2 to 5 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Resolutions 2 to 5 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 2 to 5.



I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if the Chairman has an interest in the outcome of Resolutions 2-5 and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

Step 2 - Items of Business

 PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

ORDINARY	RESOLUTIONS	For	Against	Abstain
Resolution 1	Ratification Of Prior Issue Of Equity Securities			
Resolution 2	Approval Of Employee Share Scheme			
Resolution 3	Approval Of Employee Share Option Plan No 3			
Resolution 4	Approval Of Amendment To Terms Of Existing Options On Issue			
Resolution 5	Approval Of Grant Of Options To Bill Beament			

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

SIGN - Signature of Securityholder(s)

This section must be completed.

IndividualorSecurityholder 1 Sole Director and Sole Company Secretary Contact Name	Securityholder 2 Director Contact Daytime Telephone	Securityholder3

		Director/Company Secretary Date

AI assistant

NORTHERN STAR RESOURCES LTD — AGM Information 2012

65447_rns_2012-05-27_1014e159-3a6c-4f6d-8c1c-c05bb31a1448.pdf

NORTHERN STAR RESOURCES LTD ACN 092 832 892 NOTICE OF GENERAL MEETING

CONTENTS PAGE

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

Proxy Forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

AGENDA

SPECIAL BUSINESS

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF EQUITY SECURITIES

2. RESOLUTION 2 – APPROVAL OF EMPLOYEE SHARE SCHEME

3. RESOLUTION 3 – APPROVAL OF EMPLOYEE SHARE OPTION PLAN No 3

4. RESOLUTION 4 – APPROVAL OF AMENDMENT TO TERMS OF EXISTING OPTIONS ON ISSUE

5. RESOLUTION 5 – APPROVAL OF GRANT OF OPTIONS TO BILL BEAMENT

EXPLANATORY STATEMENT

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF EQUITY SECURITIES

2. RESOLUTION 2 – APPROVAL OF EMPLOYEE SHARE SCHEME

3. RESOLUTION 3 – APPROVAL OF NEW EMPLOYEE SHARE OPTION PLAN No 3

Listing Rules issues

4. RESOLUTION 4 – APPROVAL OF AMENDMENT TO TERMS OF EXISTING OPTIONS ON ISSUE

(i) Amendments to introduce an EST arrangement

(ii) Cashless exercise amendments

(iii) Introduction of exercise condition

Listing Rule 6.23.4 issues

Corporations Act issues

Board Recommendation

5. RESOLUTION 5 – ISSUE OF 2 MILLION OPTIONS TO BILL BEAMENT

ENQUIRIES

GLOSSARY

Annexure A (amended terms of options granted under ESOP No 2)

RULES OF THE NORTHERN STAR RESOURCES LTD EMPLOYEE SHARE OPTION PLAN No. 2 APPROVED BY SHAREHOLDERS ON 30 NOVEMBER 2009 AS AMENDED BY THE BOARD OF NORTHERN STAR RESOURCES LTD ON 23 MAY 2012 FOR FURTHER SHAREHOLDER APPROVAL ON 28 JUNE 2012

1. DEFINITIONS AND INTERPRETATION

“ Holder ” means ~~:,~~

“ Last Withdrawal Date ” means:

“ Market Value ” means:

(a) be signed by the relevant Holder;

1.2 Interpretation

2. ESTABLISHMENT AND TERMINATION OF THE PLAN

3. NUMBER OF OPTIONS TO BE ISSUED

4. ENTITLEMENT TO PARTICIPATE

5. OFFER OF OPTIONS

6. QUOTATION

7. NOT TRANSFERABLE

8. EXERCISE OF OPTIONS

9. SHARES ALLOTTED, TRANSFERRED OR ALLOCATED ON EXERCISE OF OPTIONS

10. CEASING TO BE AN ELIGIBLE PERSON

11. ENTITLEMENT TO PARTICIPATE IN FUTURE ISSUES

11.1 New Issues

11.2 Bonus Issues

11.3 Pro Rata Issue

11.4 Reorganisation of Capital

11.5 Advice

12. EXERCISE PRICE OF OPTIONS

13. RESTRICTION ON DISPOSAL OF SHARES

13.1 Restriction Period

13.2 Waiver of Restriction Period

13.3 No disposal of Shares while restricted

13.4 Enforcement of Restriction Period

14. DIVIDENDS, VOTING RIGHTS AND NOTICES OF MEETING

14.1 Dividends

14.2 Voting rights

14.3 Notices of meetings

15. WITHDRAWAL OF SHARES AND TRANSFER OF SHARES TO HOLDER

15.1 Shares

15.2 Submission of Withdrawal Notice

15.3 Approval of Withdrawal Notice

15.4 Timing of consideration of a Withdrawal Notice

15.5 Board not to unreasonably withhold approval

15.6 Repayment of moneys owed by Holders

16. TRUSTEE

16.1 Rights and obligations

16.2 Costs

16.3 Administration and holding of Shares

16.4 Registration of Shares

~~13.1~~ 7. AMENDMENTS TO THE RULES

NORTHERN STAR RESOURCES LTD AGM Information 2012

“ Holder ” means :,

13.1 7. AMENDMENTS TO THE RULES

14.1 8. NOTICES