NORTHERN STAR RESOURCES LTD — M&A Activity 2019

Dec 5, 2019

[ASX: NST ]

6 December 2019

NORTHERN STAR COMPLETES TAKEOVER OF ECHO RESOURCES

Northern Star Resources Limited (“ Northern Star ”) (ASX: NST) advises that it has completed the takeover of Echo Resources Limited (“ Echo ”).

At close of the takeover offer period on 11 November 2019, Northern Star had a relevant interest in 98.14% of Echo shares. Following completion of the compulsory acquisition process, Northern Star now has a relevant interest in 100% of Echo shares.

Pursuant to section 666B(2) of the Corporations Act, Northern Star has given notice that it is currently holding the consideration due to Echo shareholders whose shares were compulsorily acquired, on trust for those Echo shareholders. A copy of the notice is attached.

Yours faithfully

==> picture [143 x 36] intentionally omitted <==

BILL BEAMENT Executive Chairman Northern Star Resources Limited

Investor Relations Enquiries: Media Enquiries: Luke Gleeson Paul Armstrong Northern Star Resources Limited Read Corporate T: +61 8 6188 2103 T: +61 8 9388 1474 E: lgleeson@nsrltd.com E: paul@readcorporate.com.au

==> picture [92 x 77] intentionally omitted <==

6 December 2019

Dear former Echo shareholder

Shares formerly held by you in Echo Resources Limited – instructions for payment

I refer to the off-market takeover offer ( Offer ) by Northern Star Resources Limited (ACN 092 832 892) ( Northern Star ) for all the shares in Echo Resources Limited (ACN 108 513 113) ( Echo ), which closed at 7.00pm (AEDT) on 11 November 2019.

On 1 November 2019, Northern Star announced that, in accordance with section 661A of the Corporations Act 2001 (Cth), it would compulsorily acquire those remaining Echo shares which it did not own at the end of the Offer period, and sent to you by post a copy of ASIC Form 6021 – Notice of Compulsory Acquisition Following Takeover Bid setting out the compulsory acquisition process for your Echo shares and your rights ( Notice ).

In accordance with the Notice, Northern Star has now completed the compulsory acquisition of your Echo shares. Northern Star has been registered as the holder of those Echo shares and has provided to Echo the consideration payable for the shares ($0.33 per Echo share), which you are now entitled to claim in respect of your previous holding of Echo shares.

Echo is now holding that consideration on trust for you, pending receipt of directions from you as to how to deal with it. We have enclosed a Compulsory Acquisition Claim Form ( Claim Form ) for the purpose of claiming the total consideration payable to you.

Please complete and sign the Claim Form and return it (with any accompanying documents that the Claim Form instructs you to provide) as soon as possible to Link Market Services Limited ( Link ) in accordance with the instructions provided on the Claim Form.

When the Claim Form is returned, the consideration will be sent to you at the address specified at the top of your Claim Form. If your address has changed or you would like the consideration to be forwarded to another address, please provide certified copies of supporting documents such as a driver’s licence and council rates notices or utility statements that show your new address and your former address as recorded on Echo’s register.

Please note that if you do not instruct Echo as to how it should deal with the money payable before December 2021, your unclaimed consideration will be transferred to the Australian Securities and Investments Commission ( ASIC ) and ASIC will hold the consideration in an unclaimed money account.

We strongly encourage you to complete and return the Claim Form and claim your consideration as soon as possible. If you have any questions or require further information, please contact Link on 1800 703 344 (calling from within Australia) and +61 1800 703 344 (calling from outside Australia).

Yours faithfully

==> picture [101 x 22] intentionally omitted <==

Hilary Macdonald General Counsel & Company Secretary Northern Star Resources Limited

ABN: 43 092 832 892

Registered Office: Level 1, 388 Hay Street, Subiaco 6008, Western Australia PO Box 2008, Subiaco 6904, Western Australia Tel: +61 8 6188 2100 Fax: +61 8 6188 2111 Email: info@nsrltd.com Web: www.nsrltd.com

Need help?

ECHO RESOURCES LTD

Contact Offer Information Line Phone 1800 703 344 (from within Australia) Phone +61 1800 703 344 (from outside Australia)

Securityholder Reference Number/ Holder Identification Number

X99999999999

X99999999999

COMPULSORY ACQUISITION – CASH PROCEEDS CLAIM FORM

This document is important and requires your immediate attention. If you are in any doubt as to how to deal with it, you should consult your financial, legal or professional adviser immediately.

Use this Claim Form to obtain the cash amount to which you are entitled following the compulsory acquisition of your Shares in Echo Resources Limited (“EAR”) by Northern Star Resources Limited (ACN 092 832 892) (“NST”).

A	Direction Notice	Direction Notice
	Number of your EAR Shares acquired byNST	Cash consideration payable to you atA$0.33 per EAR Share
	«Shares»	«Consideration»

I/We, the person(s) named above, refer to the letter from EAR dated 1 December 2019 and:

• (a) instruct EAR to pay to me/us the consideration due to me/us for the compulsory acquisition of my/our EAR Shares by NST, as specified above, by sending a cheque for such amount(s) made payable to me/us by ordinary mail (or in the case of an address outside Australia, by airmail);

• (b) confirm to EAR that the address to which my/our consideration is to be remitted is:

  • i. the same as in the EAR register immediately before the transfer of my/our EAR Shares to NST (specified above); or

  • ii. as follows (only complete if your address has changed); and

Insert new address (if applicable):

==> picture [312 x 49] intentionally omitted <==

Note: If you have provided a new address, you must provide certified copies of supporting documents, such as a driver’s licence and council rates notices or utility statements that show your new address and your former address as recorded on the EAR register.

• (c) agree that the payment of the consideration set out above by posted cheque will be a complete release and discharge of all obligations of NST and EAR to me/us in respect of the consideration for the compulsory acquisition of my/our EAR Shares by NST and that EAR, NST and Link Market Services Limited (“ Link ”) will not be responsible for any loss of documents in the ordinary course of post.

Please see overleaf for instructions on how to complete this Claim Form and then sign and date here and provide details of a telephone number where you can be contacted during business hours.

==> picture [511 x 155] intentionally omitted <==

----- Start of picture text ----- B Contact detailsTelephone Number Contact Name (PRINT) Date ( ) / /C Signature(s) – To be completed by the former ShareholderShareholder 1 (Individual) Shareholder 2 (Individual) Shareholder 3 (Individual)Sole Director & Sole Company Secretary Secretary/Director (delete one) Director----- End of picture text -----

EART CAQ001

COMPULSORY ACQUISITION – CASH PROCEEDS CLAIM FORM

Instructions for completion of this Claim Form

1. Read this form carefully.

2. If your address has changed from the address specified on this form, complete your address details in the space provided in paragraph (b) of the Claim Form.

If you have inserted new address details in the space provided in paragraph (b), you must provide certified copies of supporting documents, such as a driver’s licence, council rates notices or utility statements that show your new address and your former address as recorded on the EAR register.

3. Sign and date this form in the space provided.

(a) Individuals

A single signature is required from the Shareholder.

(b) Joint Holders

All joint former holders must sign this Claim Form.

(c) Corporations

This Claim Form must be signed by:

• two directors or a director and company secretary;

• where the company has a sole director and there is no company secretary, or where the sole director is also the sole company secretary, that director may sign alone; or

• a duly appointed attorney.

(d) Power of Attorney and Deceased Estates

If this Claim Form is signed under power of attorney, or by the executors of a deceased estate, or by the administrators, the relevant power of attorney, certified copies of probate or letters of administration, together with any other documents required by law, must be attached.

If this Claim Form is signed under power of attorney, the attorney declares that they have no notice of revocation of that power.

(e) Trust or Partnership

The signatory must produce the trust instrument, partnership agreement or other authority (or a certified copy of it) to act in that capacity acceptable to Link.

4. Return this form (properly completed, signed and dated) and any other documents required by these instructions in the enclosed reply paid envelope or deliver to:

Postal Address:

Postal Address: Hand Delivery: Link Market Services Limited Link Market Services Limited Echo Resources Limited Takeover Echo Resources Limited Takeover Attention: Dissenting Shareholders Department Attention: Dissenting Shareholders Department Locked Bag A14 1A Homebush Bay Drive Sydney South NSW 1235 Rhodes NSW 2138 Australia Australia

Queries

If you have any queries in relation to this Claim Form or in relation to the compulsory acquisition of the EAR Shares formerly held by you, please call the NST Offer Information Line on 1800 703 344 (from within Australia) or +61 1800 703 344 (from outside Australia).

Personal Information Collection Notification Statement: Personal information about you is held on the public register in accordance with Chapter 2C of the Corporations Act 2001. For details about Link Group’s personal information handling practices including collection, use and disclosure, how you may access and correct your personal information and raise privacy concerns, visit our website at www.linkmarketservices.com.au for a copy of the Link Group condensed privacy statement, or contact us by phone on +61 1800 502 355 (free call within Australia) 9am–5pm (Sydney time) Monday to Friday (excluding public holidays) to request a copy of our complete privacy policy.