• Proposed acquisition of 100% of De Grey shares by Northern Star
• Scheme consideration of 0.119 New Northern Star Shares per De Grey Share
• De Grey Board unanimously recommends shareholders vote in favour of the Scheme

De Grey Mining Ltd (ASX:DEG) has announced that it has executed a Scheme Implementation Deed with Northern Star Resources Ltd (ASX:NST), under which Northern Star proposes to acquire 100% of the shares in De Grey by way of a Scheme of Arrangement. Under the Scheme, Northern Star will issue 0.119 New Northern Star Shares for every one De Grey Share held on the Record Date, other than to Ineligible Shareholders. Based on the closing price of $17.51 per Northern Star Share on the last trading day prior to the announcement, the implied value of the Scheme consideration is $2.08 per De Grey Share, representing a premium of 37.1% to the undisturbed closing price of De Grey Shares. The Scheme Booklet includes an Independent Expert's Report where KPMG has concluded that the Scheme is fair and reasonable and therefore is in the best interests of De Grey Shareholders, in the absence of a superior proposal. The De Grey Board continues to unanimously recommend that shareholders (other than Excluded Shareholders) vote in favour of the Scheme Resolution, subject to no Superior Proposal emerging and the Independent Expert continuing to conclude that the Scheme is in the best interests of De Grey Shareholders. Gold Road Resources Ltd, which holds approximately 17.26% of De Grey shares, has announced its support for the Scheme and will vote all its shares in favour. The Scheme remains subject to certain conditions, including approval by shareholders and the Federal Court of Australia.