NORTHERN STAR RESOURCES LIMITED ACN 092 832 892‌

NOTICE OF ANNUAL GENERAL MEETING 2015

TIME: 10.00am (AWST)

DATE: Monday, 30 November 2015

PLACE: Barry Cable Room, Domain Stadium, Gate 17, Level 3, Roberts Road, Subiaco 6008, Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact the Company Secretary, Ms Liza Carpene, on +61 8 6188 2151.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions) 3

Explanatory Statement (explaining the proposed resolutions) 5

Glossary 7

TIME AND PLACE OF MEETING AND HOW TO VOTE VENUE

The Annual General Meeting of Shareholders to which this Notice of Meeting relates will be held at 10.00am

(AWST) on Monday, 30 November 2015 at Barry Cable Room, Domain Stadium, Gate 17, Level 3, Roberts Road, Subiaco 6008, Western Australia.

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

A Shareholder who is entitled to attend and vote may vote in person, or by proxy or attorney. A Shareholder that is a corporation may appoint an individual as a representative in accordance with Section 250D of the Corporations Act.

The Directors have determined that, pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the persons eligible to vote at the Annual General Meeting are those who are registered as Shareholders of the Company at 5.00pm (AWST) on Saturday, 28 November 2015.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please vote online, or complete and sign the personalised Proxy Form accompanying this Notice of Meeting and return the Proxy Form:

1. by voting online at: www.advancedshare.com.au

2. by post to:

   Northern Star Resources Limited C/- Advanced Share Registry PO Box 1156

   Nedlands WA 6909

3. in person to the Company's Share Registry at: Advanced Share Registry

   110 Stirling Highway

   Nedlands WA 6009

   
   

4. by facsimile to the Company's Share Registry on +61 8 9262 3723; or

   
   

5. by email to [email protected] in pdf form,

so that your vote is received not later than 10.00am (AWST) on 28 November 2015 (Proxy Deadline). Proxy Forms received after the Proxy Deadline will be invalid.

VOTING BY ATTORNEY

If a Shareholder has appointed an attorney to attend and vote at the Annual General Meeting, or if the proxy is signed by an attorney, the power of attorney (or a certified copy of the power of attorney) must be sent using one of the methods listed above for the receipt of Proxy Forms and received before the Proxy Deadline (unless this document has previously been lodged with the Company's Share Registry for notation).

VOTING BY CORPORATE REPRESENTATIVE

A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Annual General Meeting. The appointment must comply with the requirements in Section 250D of the Corporations Act. The representative should bring to the Annual General Meeting, evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to the Company.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 10.00am (AWST) on Monday, 30 November 2015 at Barry Cable Room, Domain Stadium, Gate 17, Level 3, Roberts Road, Subiaco 6008, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

1. FINANCIAL STATEMENTS AND REPORTS

   
   

   To receive and consider the financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the Directors, the Directors' Report, the Remuneration Report and the Auditor's Report.

   
   

   The reports referred to above are included in the 2015 Annual Report sent to those Shareholders who elected to receive a hard copy. A copy of the report is also available on the Company's website: www.nsrltd.com.

   
   

2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

   
   

   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

   
   

   'That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's Annual Financial Report for the financial year ended 30 June 2015.'

   
   

   Note: The vote on this item is advisory only and does not bind the Directors or the Company.

   
   

   Voting exclusion statement: The Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Key Management Personnel of the Company or their Closely Related Parties.

   
   

   However, the Company need not disregard a vote on Resolution 1 if it is cast by a person as proxy appointed in writing for a person who is entitled to vote, in accordance with voting directions which are specified on the proxy form.

   
   

   Also, the Company need not disregard a vote on Resolution 1 if it is cast by the Chairman of the Meeting (as proxy appointed in writing for a person who is entitled to vote) where the proxy form expressly authorises the Chairman of the Meeting to exercise an undirected proxy, even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or their Closely Related Parties.

   
   

3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR CHRISTOPHER ROWE

   
   

   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

   
   

   'That, for the purpose of clause 8.1 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Christopher Rowe, a Director who retires by rotation, and being eligible, is re-elected as a Director.'

4. RESOLUTION 3 - RATIFICATION OF ISSUE OF SHARES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

'That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 4,290,228 Shares on the terms and conditions set out in the Explanatory Statement, be approved and ratified.'

Voting exclusion statement: The Company will disregard any votes cast on Resolution 3 by a person who participated in the issue, namely Tanami (NT) Pty Ltd, and its associates.

However, the Company need not disregard a vote on Resolution 3 if it is cast by a person as proxy appointed in writing for a person who is entitled to vote, in accordance with voting directions which are specified on the proxy form.

DATED: 26 OCTOBER 2015 BY ORDER OF THE BOARD

LIZA CARPENE

Company Secretary

Northern Star Resources Limited