NST No.1 holder (In a micro)?, page-283

Northern Star Resources Limited (ASX: NST) provides additional information regarding the agreement-in-principle to sell its Plutonic gold mine in WA announced in today’s earlier release. The transaction is subject to execution of a legally-binding conditional sale and purchase agreement (SPA). Subject to finalisation of legal due diligence by Billabong Gold, execution of the SPA and satisfaction of conditions including FIRB, Ministerial consents, third party consents in respect of non-material rights over the Plutonic tenements, Billabong Gold finance for the completion cash payment and Northern Star achieving minimum production levels within certain cash operating costs for June and July 2016, Billabong Gold will pay Northern Star:  A$12.5 million cash payment at completion of the SPA;  if Billabong Gold’s parent is listed on TSX at completion or lists up to six months after completion of the SPA, it will issue shares to Northern Star to the value of A$25 million at the “Go Public” issue price or shares delivering 33% interest to Northern Star (whichever is greater) plus one board seat;  if Billabong Gold’s parent is listed on TSX at completion or lists up to six months after completion of the SPA, one 10 year warrant for every two shares issued to Northern Star exercisable at a 100% premium to the “Go Public” issue price (the Black-Scholes value of the warrants is in the range of A$4 million to A$8 million);  if Billabong Gold’s parent is not listed on the TSX within 6 months of completion, a cash payment of A$25 million will be paid in lieu of the shares and warrants;  Milestone payment capped at A$10 million where A$2.5 million is payable for each additional 250,000 ounces of NI 43-101 compliant indicated resources (or better) identified by Billabong Gold on the Project tenements as at 23 February 2016 in excess of 1,694,000oz JORC 2012 measured, indicated or inferred Mineral Resources; and  a 2% net smelter royalty on production between 300,000oz and 600,000oz of refined gold generated from the Project, capped at A$10 million. Billabong Gold will be entitled to buy the royalty earlier for A$6.5 million. Billabong Gold has exclusivity rights until 15 August 2016 with the parties targeting completion in September 2016 if an SPA is executed.