Northern Star Resources Limited (ASX:NST) entered into a bid implementation agreement to acquire remaining 78.3% stake in Echo Resources Limited (ASX:EAR) from Alistair Cowden, Anthony McIntosh, Mark Hanlon, Victor Rajasooriar and others for approximately AUD 180 million on August 26, 2019. Under the terms of transaction, Northern Star Resources Limited will offer to acquire shares, performance rights and options at AUD 0.33 each. The consideration will be paid within seven business days of valid acceptance of the offer. A termination fee of AUD 1 million will be payable by Echo Resources Limited to Northern Star Resources Limited. The Board of Echo Resources Limited will take all actions necessary to ensure that the nominees of Northern Star Resources Limited are lawfully appointed as directors of Echo Resources and all non-Northern Star nominees on the Echo Board resign from the Echo Resources Board. On or before the first day on which the share offer has become or is declared unconditional and Northern Star has acquired a relevant interest of at least 50.1% of Echo Resources shares, the Board will resolve to terminate the employment of four employees of Echo Resources who are included in the Corporate section of the Calculations on Treatment of Staff spreadsheet forming part of the Data Room Information. As per the update on September 5, 2019, outstanding shares are 696.84 million and options are 16.5 million. The consideration was funded from Northern Star Resources' existing cash reserves. Northern Star also announced that, if certain conditions are satisfied, and subject to the statutory and common law duties of the Echo directors, Northern Star intends to cause Echo to apply to be removed from the official list of the ASX.

As at the close of business on October 15, 2019, Northern Star Resources Limited has, through a combination of its pre-existing stake, acceptances of the offer and on-market acquisitions, acquired a relevant interest in 59.3% of the Echo shares. Accordingly, with the offer being unconditional, Northern Star has acquired control of Echo Resources Limited. The Independent Non-Executive Directors have tendered their resignation. The departing Non-Executive Directors include Chairman, Alistair Cowden and Non-Executive Directors, Mark Hanlon and Anthony McIntosh. The nominees of Northern Star, being Ryan Gurner (Northern Star's Chief Financial Officer) and Sarah Curnow (Northern Star's Legal Counsel and Assistant Company Secretary), have been appointed to the Board of Echo Resources Limited, and the remaining Echo directors, with the exception of Alan Thom, have tendered their resignation. Kate Stoney will remain Company Secretary of Echo Resources Limited. The employment of Managing Director of Echo, Victor Rajasooriar, has terminated, as has the employment of certain other head office personnel. John Zimmerman, Echo's Registered Manager, has been appointed as interim Chief Executive Officer.

The transaction is subject to 90% minimum acceptance by Echo shareholders, and before the end of the offer period, any approvals, consents, waivers, exemptions or declarations that are required by law, or by any Government Agency and other customary conditions. The Board of Echo Resources have carefully considered the terms and conditions of the offer and, in consultation with Echo's financial and legal advisers, have unanimously recommended that Echo shareholders accept the Offer in the absence of a superior proposal. If Northern Star Resources Limited has achieved the minimum threshold for the transaction, then it will compulsory acquire remaining shares. As of September 19, 2019, ASX has granted Echo Resources Limited waiver from Listing Rule 6.23.2. Northern Star has on September 23, 2019 waived all the remaining defeating conditions of the Offer. Accordingly, the offer is now unconditional. The Directors of Echo Resources who are independent of Northern Star, comprising Victor Rajasooriar (Managing Director and Chief Executive Officer), Alistair Cowden (Non-Executive Chairman), Mark Hanlon (Non-Executive Director) and Anthony McIntosh (Non-Executive Director) (Independent Directors) continue to unanimously recommend that Echo Resources shareholders accept the Northern Star takeover offer. As of September 13, 2019, the commencement of the offer started. The offer will commence on September 25, 2019, and will close on October 29, 2019. As per the update on September 5, 2019, the offer closing date has been changed to October 14, 2019. As on October 14, 2019, the transaction is expected to close on October 28, 2019. As of October 28, 2019, the offer is expected to be completed on November 11, 2019. As of November 1, 2019, Northern Star will exercise its right to compulsorily acquire the remaining Echo shares in which Northern Star does not have a relevant interest under the compulsory acquisition provisions. Echo shareholders who have not accepted Northern Star's offer may still do so till November 11, 2019.

Canaccord Genuity (Australia) Limited acted as financial advisor and Gilbert + Tobin acted as legal advisor to Northern Star Resources Limited. Sternship Advisers Pty Ltd. acted as financial advisor and DLA Piper Australia Pty Ltd acted as legal advisor to Echo Resources Limited.

Northern Star Resources Limited (ASX:NST) completed the acquisition of remaining 78.3% stake in Echo Resources Limited (ASX:EAR) from Alistair Cowden, Anthony McIntosh, Mark Hanlon, Victor Rajasooriar and others on November 11, 2019. At close of the takeover offer period, Northern Star had a relevant interest in 98.14% of Echo shares. Following completion of the compulsory acquisition process, Northern Star now has a relevant interest in 100% of Echo shares.