NORTHERN STAR RESOURCES LTD — Share Issue/Capital Change 2012

Aug 23, 2012

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24 August 2012

Manager Announcements Market Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000

Dear Sir,

ISSUE OF SHARES AND CANCELLATION OF ESOP OPTIONS

Appendix 3B announcement of share issue is attached in respect of the issue of 1,007,556 shares to the NST Employee Share Trust, 3,735,539 shares issued on exercise of publicly held unlisted 10c options expiring 4 September 2012 (NSTAY), 833,333 shares issued on exercise of 5c director/consultant incentive options expiring 4 September 2012 (NSTAU) and 833,333 shares issued on exercise of 10c director/consultant incentive options expiring 4 September 2013 (NSTAS).

The Company also wishes to advise that the following staff options have been cancelled upon their exercise as facilitated by the NST Employee Share Trust:

• 3,166,666 options with various exercise prices and expiry dates (NSTAY)

Yours faithfully,

for NORTHERN STAR RESOURCES LTD

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Karen E V Brown

Company Secretary

Att.

ABN: 43 092 832 892 Registered office: 65 Burswood Road, BURSWOOD WA 6100 PO Box 4424, VICTORIA PARK WA 6979 Ph: (08) 9227 1186 Fax: (08) 9227 8178 Email: info@nsrltd.com Web: www.nsrltd.com

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 01/07/96 Origin: Appendix 5. Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

NORTHERN STAR RESOURCES LTD

ABN

43 092 832 892

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary fully paid shares (NST)
	a) 1,007,556 b) 3,735,539 c) 833,333 d) 833,333
	As for existing ordinary fully paid shares

• See chapter 19 for defined terms.

01/08/2012 – Appendix 3B

Page 1

Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in all Yes, with ordinary fully paid shares (NST) respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration a) $1.155 b) $0.10 c) $0.05 d) $0.10 6 Purpose of the issue a) Issue of shares to Northern Star Employee Share (If issued as consideration for the Trust to enable the Trust to meet exercises of share acquisition of assets, clearly identify options under the Company’s share option schemes those assets) b) Exercise of unlisted options expiring 4 September 2012 (NSTAY) c) Exercise of unlisted incentive options expiring 4 September 2012 (NSTAU) d) Exercise of unlisted incentive options expiring 4 September 2013 (NSTAS) 6a Is the entity an[+] eligible entity that No has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder N/A resolution under rule 7.1A was passed 6c Number of +securities issued N/A without security holder approval under rule 7.1A 6d Number of[+] securities issued with N//A security holder approval under rule 7.1A

• See chapter 19 for defined terms.

01/08/2012 - Appendix 3B

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Appendix 3B New issue announcement

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under ruld 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in clause 2 if applicable)	N/A
	N/A
	N/A
	N/A
	N/A
	24/08/2012
	Number	~~+~~Class
	416,924,034	Ordinary fully paid shares (NST)

• See chapter 19 for defined terms.

01/08/2012 – Appendix 3B

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	~~+~~Class
	54,145 2,628,790 - 5,000,000 250,000 - - - - - - 1,000,000 250,000 2,000,000	Ordinary fully paid shares in escrow for 3 years to 18 January 2015 (NSTAI) Options expiring 4 September 2012 exercisable at 10c (NSTAY) Unlisted options exercisable at 5 cents each expiring 4 September 2012 (NSTAU) Unlisted options exercisable at 10 cents each expiring 4 September 2013 (NSTAS) Unlisted ESOP options exercisable at 20c each expiring 30 July 2013 (NSTAC) Unlisted ESOP options exercisable at 20c each expiring 11 October 2013 (NSTAY) Unlisted ESOP options exercisable at 25c each expiring 11 October 2014 (NSTAY) Unlisted ESOP options exercisable at 15c each expiring 4 November 2012 (NSTAY) Unlisted ESOP options exercisable at 20c each expiring 4 November 2013 (NSTAY) Unlisted ESOP options exercisable at 25c each expiring 4 November 2014 (NSTAY) Unlisted ESOP options exercisable at various prices, with various expiry dates up to 17/10/2014 (NSTAY) Unlisted ESOP options exercisable at various prices, with various expiry dates up to 27/02/2016 (NSTAY) Unlisted ESOP options exercisable at $0.80 with various expiry dates up to 30/06/2013 (NSTAY) Unlisted director incentive options exercisable at 91

• See chapter 19 for defined terms.

01/08/2012 - Appendix 3B

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Appendix 3B New issue announcement

cents expiring 28/06/2014 10 Dividend policy (in the case of a A maiden dividend of 2.5c per share will be declared to all trust, distribution policy) on the shareholders on the register at 5 September 2012 and is increased capital (interests) expected to be paid on 12 September 2012. Future dividends will depend on profits earned.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue

• See chapter 19 for defined terms.

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01/08/2012 – Appendix 3B

Appendix 3B New issue announcement

24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of+security holders
25	If the issue is contingent on
	+security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent to
	persons entitled
27	If the entity has issued options, and
	the terms entitle option holders to
	participate on exercise, the date on
	which notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do+security holders sell their
	entitlements_in full_through a
	broker?
31	How do+security holders sell_part_
	of their entitlements through a
	broker and accept for the balance?
32	How do+security holders dispose
	of their entitlements (except by sale
	through a broker)?
33	+Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities

( tick one )

(a)[Securities described in Part 1]

(b)[All other securities ] Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

• See chapter 19 for defined terms.

Page 6

01/08/2012 - Appendix 3B

Appendix 3B New issue announcement

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of the ] additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• See chapter 19 for defined terms.

01/08/2012 – Appendix 3B

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Appendix 3B New issue announcement

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

01/08/2012 - Appendix 3B

Page 8

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ......... [signed] .................................... Date: ..24/08/2012.................. ( ~~Director~~ /Company secretary)

Print name: Karen Brown...................................

• See chapter 19 for defined terms.

01/08/2012 – Appendix 3B

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