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Investor Presentaiton

For personal use only Cautionary note note and disclaimer This presentation is a joint presentation by Northern Star Resources Limited (Northern Star) and Saracen Mineral Holdings Limited (Saracen). For the purposes of ASX Listing Rule 15.5: (a) Northern Star confirms that this presentation has been authorised for release to ASX by the board of directors of Northern Star; and (b) Saracen confirms that this presentation has been authorised for release to ASX by the board of directors of Saracen. NORTHERN STAR Saracen This presentation has been prepared in relation to the proposed merger between Northern Star and Saracen by way of scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (Corporations Act), (Scheme). Under the Scheme, Northern Star would acquire 100% of the fully paid ordinary shares in Saracen in exchange for the issue of new, fully paid ordinary shares in Northern Star; subject to the terms and conditions described in the merger implementation deed entered into on or about the date of this presentation (Implementation Deed). A copy of the Implementation Deed is available on ASX. Summary information This presentation contains summary information and statements about Northern Star, Saracen and their respective subsidiaries and activities; which are current as at the date of this presentation (unless otherwise indicated). The information in this presentation is general in nature and does not purport to be exhaustive. For example, this presentation does not purport to contain all of the information that investors may require to make an informed assessment of the Scheme and its effect (on either of Northern Star or Saracen, or both), nor does it purport to contain all of the information that an investor may require in evaluating a possible investment in Northern Star or Saracen. It has been prepared by Northern Star and Saracen with due care but no representation or warranty, express or implied, is provided by Northern Star or Saracen in relation to the currency, accuracy, reliability, fairness or completeness of the information, opinions or conclusions in this presentation (whether made by Northern Star or Saracen, or both). This presentation should be read in conjunction with Northern Star's and Saracen's other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (ASX), which are available on the ASX website (at www.asx.com.au), the Northern Star website (at https://www.nsrltd.com/investor-media/news/) and the Saracen website (at https://www.saracen.com.au/site/investor-centre/investor-welcome), as applicable. Further information about the Scheme (including key risks for Saracen shareholders) will be provided by Saracen to Saracen shareholders and released to ASX in due course, in the form of an explanatory statement (as that term is defined in section 412 of the Corporations Act) and notice of meeting (Scheme Booklet). The Scheme Booklet will also include or be accompanied by an independent expert's report that will opine on whether the Scheme is in the best interest of Saracen shareholders. Not an offer, and not investment or financial product advice This presentation is not a prospectus, product disclosure statement or other disclosure document under the Corporations Act, or other offering document under Australian law or any other law. This presentation has not been lodged with the Australian Securities and Investments Commission. This presentation, and the information contained in it, is provided for information purposes only and is not an offer or solicitation or an invitation or recommendation to subscribe for, acquire or buy securities of Northern Star or Saracen, or any other financial products or securities, in any place or jurisdiction, or a solicitation of any vote or approval in connection with the Scheme. This presentation may not be released to US wire services or distributed in the United States. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be unlawful. The securities referred to in this document have not been, and will not be, registered under the US Securities Act of 1933 (the "US Securities Act") and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. This presentation, and the information provided in it, does not constitute, and is not intended to constitute, financial product or investment advice (nor tax, accounting or legal advice) or a recommendation to acquire any securities of Northern Star or Saracen, or a solicitation of any vote or approval in connection with the Scheme. It has been prepared without taking into account the objectives, financial or tax situation or particular needs of any individual. Any investment decision, or other decision in connection with the Scheme, should be made based solely upon appropriate due diligence and other inquiries. Before making any investment decision, investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and seek professional advice from their legal, financial, taxation or other independent adviser (having regard to the requirements of all relevant jurisdictions). Northern Star and Saracen are not licensed to provide financial product advice in respect of an investment in securities, and do not purport to give advice of any nature. An investment in any listed company, including Northern Star and Saracen, is subject to risks of loss of income and capital. PAGE 2
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