NORTHERN STAR RESOURCES LTD — M&A Activity 2019

Sep 22, 2019

23 September 2019

ASX Limited Exchange Plaza 2 The Esplanade PERTH WA 6000

Northern Star offer is unconditional

Echo Resources Limited (ASX: EAR) ( Echo or Company ) refers to the off-market takeover bid by Northern Star Resources Limited ACN 092 832 892 ( Northern Star ) for all shares in the Company ( Northern Star Offer ).

Following notices received from Northern Star today, the Northern Star Offer is now unconditional , meaning that Echo shareholders who accept the Northern Star Offer are assured of receiving their cash consideration of $0.33 per Echo share.

Northern Star is also providing accelerated payment terms such that Echo shareholders will be paid within 7 business days after Northern Star receives a valid acceptance in accordance with the terms of the Northern Star Offer (or by 1 October in respect of shareholders who have already accepted the Northern Star Offer).

The Company refers to its Target's Statement dated 17 September 2019 and particularly to the recommendation from the Independent Directors (as defined in the Target's Statement) who unanimously recommend that Echo shareholders accept the Northern Star 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.

Northern Star has also announced that it may seek to acquire Echo shares on-market at or below the price under the Northern Star Offer. As noted in the Target's Statement and particularly to the frequently asked questions in Section 3, before considering whether to sell your Echo shares on market, you should consider the implications of this course of action, including that you would not receive the benefit of any increase in the offer price for the Northern Star Offer that may emerge (although no forecast is made of whether that may occur).

The Northern Star Offer is currently scheduled to close at 7.00pm (Sydney time) on 14 October 2019, unless it is extended in accordance with the Corporations Act.

Yours sincerely,

Kate Stoney Company Secretary Echo Resources Ltd

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