Northern Star Resources Ltd (ASX: NST) and Saracen Mineral Holdings Limited (ASX: SAR) refer to the companies' joint announcement earlier today in relation to the proposed merger of equals under which Northern Star will acquire all of the shares in Saracen by way of a scheme of arrangement (Scheme), and the orders made by the Supreme Court of Western Australia convening the meeting of Saracen shareholders to vote on the Scheme (Scheme Meeting) and approving the dispatch of an explanatory statement and notice of the Scheme Meeting (Scheme Booklet) to Saracen shareholders.

Scheme Booklet

Saracen and Northern Star are pleased to confirm that the Scheme Booklet has today been registered with the Australian Securities and Investments Commission (ASIC). A copy of the Scheme Booklet is attached to this announcement and will also be made available on Saracen's website at www.saracen.com.au.

The Scheme Booklet will be despatched to Saracen shareholders by Tuesday, 15 December 2020, in the manner described in the companies' joint announcement earlier today. Saracen shareholders should read the Scheme Booklet in its entirety, including the material accompanying it, before deciding whether to vote in favour of the Scheme.

Board Recommendation and Independent Expert's Report

The Scheme Booklet includes a copy of the independent expert's report prepared by Ernst & Young Strategy and Transactions Limited (Independent Expert), which concludes that the Scheme is fair and reasonable, and in the best interests of Saracen shareholders, in the absence of a superior proposal for Saracen.

The Scheme continues to be: unanimously recommended by the Saracen Board, subject to no superior proposal emerging for Saracen and the Independent Expert continuing to conclude that the Scheme is in the best interests of Saracen shareholders and unanimously endorsed and supported by the Northern Star Board, subject to no superior proposal for Northern Star emerging.

Each Saracen Director intends to vote, or procure the voting of, all Saracen shares held or controlled by them in favour of the Scheme, subject to those same qualifications.

Scheme Meeting

The Scheme Meeting, at which Saracen shareholders will vote on the proposed merger, will be held virtually on Friday, 15 January 2021, commencing at 9:00am (AWST). The Scheme Meeting will be conducted via an online platform at https://web.lumiagm.com/349257825. All registered Saracen shareholders as at 7:00pm (AEDT) on Wednesday, 13 January 2021 will be eligible to vote at the Scheme Meeting.

If after reading the Scheme Booklet you have any further questions in relation to the Scheme or the Scheme Booklet, please contact the Saracen Shareholder Information Line on 1300 209 842 (within Australia) or +61 3 9415 4199 (outside of Australia) between 5:30am to 5:00pm (AWST), Monday to Friday. Authorised for release to the ASX by Bill Beament, Executive Chair (NST) and Raleigh Finlayson, Managing Director (SAR).

Contact:

Rebecca Ciotti

Tel: +61 8 6188 2100

Email: info@nsrltd.com

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