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NORTHERN STAR RESOURCES LTD Director's Dealing 2019

Oct 7, 2019

65447_rns_2019-10-07_6cbe50c8-f084-418d-a5a9-784d5cabcdf9.pdf

Director's Dealing

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8 October 2019

ASX Limited Exchange Plaza 2 The Esplanade PERTH WA 6000

Independent Director Acceptance of Takeover Offer

Echo Resources Limited (ASX: EAR, the Company or Echo ) refers to the unconditional off-market takeover bid by Northern Star Resources Limited (ASX: NST) ( Northern Star ) for all shares in the Company ( Northern Star Offer ).

The Company advises that those Independent Directors (as defined in Echo's Target's Statement) who held or controlled shares in the Company (being Mr Victor Rajasooriar, Mr Anthony McIntosh and Mr Mark Hanlon) have accepted the Northern Star Offer in accordance with the Takeover Bid Implementation Agreement. Those shares in total represent approximately 1.8% of the total issued shares in Echo.

The relevant Change of Director's Interest Notices are attached.

The other Echo directors (being Dr Alistair Cowden and Mr Alan Thom) hold no Echo shares.

The Independent Directors unanimously recommend that Echo shareholders accept the Northern Star takeover offer in the absence of a Superior Proposal. Northern Star’s intention to make a bid was announced to ASX on 27 August 2019 and since that date, no Superior Proposal has arisen or otherwise been proposed to Echo.

Echo shareholders wishing to accept the Northern Star Offer can submit their signed application forms to Northern Star’s share registry, Link Market Services Limited in accordance with Northern Star's Bidder's Statement.

The Northern Star Offer is currently scheduled to close at 7.00pm (Sydney time) on 14 October 2019 (unless it is extended).

Yours sincerely,

Kate Stoney Company Secretary Echo Resources Ltd

1

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity Echo Resources Limited
ABN 34 108 513 113

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Victor Rajasooriar
Date of last notice 18 June 2019

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest (a) Indirect
(b)Direct
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances
giving rise to the relevant interest.
(a) R V Rajasooriar and S M Rajasooriar as trustees for
Early Bird Retirement Superfund
(b) Susan Mary Rajasooriar
Date of change 4 October 2019 and upon settlement of the acceptance of
the takeover offer made by Northern Star Resources
Limited
No. of securities held prior to
**change **
(a) 515,385
(b) 6,000,000
Class (a) Fully Paid Ordinary Shares
(b) Performance Rights
Number acquired (a) nil
(b)nil
Number disposed (a) 515,385
(b) nil
Value/Consideration
Note: If consideration is non-cash, provide details
and estimated valuation
(a) $170,077.05 ($0.33 per share)
(b) N/A
No. of securities held after change (a) nil
(b) 6,000,000
Nature of change
Example: on-market trade, off-market trade, exercise
of options, issue of securities under dividend
reinvestment plan, participation in buy-back
(a) Acceptance of the takeover offer made by Northern Star
Resources Limited
(b) N/A
  • See chapter 19 for defined terms.

Appendix 3Y Page 1

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

N/A

Part 3 – Closed period

Were the interests in the securities or
contracts detailed above traded during a
+closed
period
where
prior
written
clearance was required?
No
If so, was prior written clearance provided
to allow the trade to proceed during this
period?
N/A
If prior written clearance was provided, on
what date was this provided?
N/A
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity Echo Resources Limited
ABN 34 108 513 113

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Anthony McIntosh
Date of last notice 30 August 2019

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest (a) Indirect
(b) Indirect
(c) Direct
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances
giving rise to the relevant interest.
(a) Mutual Trust Pty Ltd (custodian for Interdale Pty Ltd
of which Mr McIntosh is a Director)
(b) Mutual Trust Pty Ltd (Anthony McIntosh is the
beneficiary of the fully paid ordinary shares)
(c) Mr Anthony McIntosh
Date of change 4 October 2019 and upon settlement of the acceptance of
the takeover offer made by Northern Star Resources
Limited
No. of securities held prior to
change
(a) 7,193,447
(b) 1,250,000
(c) 278,250
Class (a) Fully Paid Ordinary Shares
(b) Fully Paid Ordinary Shares
(c) Fully Paid Ordinary Shares
Number acquired (a) nil
(b) nil
(c) nil
Number disposed (a) 7,193,447
(b) 1,250,000
(c) 278,250
Value/Consideration
Note: If consideration is non-cash, provide details
and estimated valuation
(a) $2,373,837.51 ($0.33 per share)
(b) $412,500.00 ($0.33 per share)
(c) $91,822.50 ($0.33 per share)
  • See chapter 19 for defined terms.

Appendix 3Y Page 1

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change (a) nil
(b) nil
(c)nil
Nature of change
Example: on-market trade, off-market trade, exercise
of options, issue of securities under dividend
reinvestment plan, participation in buy-back
(a) Acceptance of the takeover offer made by Northern
Star Resources Limited
(b) Acceptance of the takeover offer made by Northern
Star Resources Limited
(c) Acceptance of the takeover offer made by Northern
Star Resources Limited

Part 2 – Change of director’s interests in contracts

N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or
contracts detailed above traded during a
+closed
period
where
prior
written
clearance was required?
No
If so, was prior written clearance provided
to allow the trade to proceed during this
period?
N/A
If prior written clearance was provided, on
what date was this provided?
N/A
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/09/01 Amended 01/01/11

Name of entity Echo Resources Limited
ABN 34 108 513 113

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Timothy Marcus Stephen Hanlon
Date of last notice 18 June 2019

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Indirect
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances
giving rise to the relevant interest.
(a) Buprestid Pty Ltd
(b) Timothy Marcus Stephen Hanlon
Date of change (a) 4 October 2019 and upon settlement of the
acceptance of the takeover offer made by Northern
Star Resources Limited
(b) 1 October 2019
No. of securities held prior to
change
(a) 3,632,885
(b)1,250,000
Class (a) Fully Paid Ordinary Shares
(b) Unlisted Options
Number acquired Nil
Number disposed (a) 3,632,885
(b) nil
Value/Consideration
Note: If consideration is non-cash, provide details
and estimated valuation
(a) $1,198,852.05 ($0.33 per share)
(b) nil
No. of securities held after change (a) nil
(b)1,250,000
  • See chapter 19 for defined terms.

Appendix 3Y Page 1

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

(a) Acceptance of the takeover offer made by Northern Nature of change Star Resources Limited Example: on-market trade, off-market trade, exercise (b) Option Cancellation Deed fully executed, as of options, issue of securities under dividend reinvestment plan, participation in buy-back referred to in section 6.14 of the entity's Target's Statement announced on 17 September 2019

Part 2 – Change of director’s interests in contracts

N/A

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a No +closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade to proceed during this N/A period? If prior written clearance was provided, on N/A what date was this provided?

  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011