De Grey Mining (DEG) Investor Update summary

Transaction overview and structure

• Northern Star will acquire 100% of De Grey via an all-share, court-approved scheme, with De Grey shareholders receiving 0.119 new Northern Star shares per De Grey share, implying AUD 2.08 per share and a 37.1% premium, valuing De Grey at approximately A$5.0 billion.

• De Grey shareholders will own 19.9% and Northern Star shareholders 80.1% of the combined entity.

• The transaction is unanimously recommended by De Grey's board, subject to no superior proposal and a positive independent expert report, with completion targeted for late April or early May 2025.

• The scheme is subject to customary conditions, including court and shareholder approvals, no material adverse change, and regulatory consents, with exclusivity and break fee provisions.

• Scheme Booklet is expected in February or March 2025, with a shareholder meeting in April 2025.

Strategic rationale and benefits

• The Hemi project is a large-scale, low-cost gold development in Western Australia, forecast to produce 530kozpa over its first 10 years, and will become a globally significant asset in the combined portfolio.

• The combined group targets proforma production of 2.3–2.7Moz by FY29, reinforcing its position as a top 10 global gold producer.

• De Grey shareholders receive an immediate premium and ongoing upside through ownership in a larger, diversified, dividend-paying gold company.

• Northern Star’s expertise in exploration, development, and operations is expected to optimise Hemi’s value and de-risk its development.

• The all-scrip structure preserves financial flexibility for future growth and capital management.

Hemi project highlights and development status

• Hemi is located in the Pilbara, Western Australia, with a 13.6Moz resource, 6.0Moz reserves, a 12-year mine life, and mining lease and Traditional Owner agreements in place.

• DFS outcomes indicate annual production of 553koz (first 5 years) and 530koz (first 10 years), with significant exploration upside and ongoing drilling.

• Environmental approvals are well advanced, with federal approval anticipated in Q1 2025 and state guidance expected by December 2024.

• Major contracts and long-lead equipment orders are progressing, and front-end engineering is 30% complete.

• Plant design allows for future expansion, and there is significant regional exploration potential.