Elliott Associates and Elliott International Establish 76 Million Share Cash-Settled Equity Derivative Position in Northern Star Resources

Northern Star Resources’ Position as a Major ASX-Listed Mining Company

Northern Star Resources Ltd operates as a significant listed entity on the Australian Securities Exchange, with operations focused on gold and copper mining. The company maintains its registered office at Level 4, 500 Hay Street in Subiaco, Western Australia, reflecting its substantial presence in the mining sector. As an ASX-listed entity, Northern Star is subject to continuous disclosure obligations and transparency requirements mandated by the exchange and the Australian Takeovers Panel.

The company’s capital structure and shareholder base are matters of considerable interest to the investment community, particularly given the scale of operations and asset base typical of major mining enterprises. The disclosure of derivative positions by significant investors provides market participants with greater visibility into shareholding intentions and potential strategic interests. Northern Star’s profile as a mining company makes it an important constituent of the Australian mining sector and a focus for both domestic and international investment capital.

Elliott Associates and Elliott International’s 76 Million Share Derivative Position

Elliott Associates, L.P. and Elliott International, L.P. have established a combined long equity derivative position relating to 76,194,999 fully paid ordinary shares in Northern Star Resources. This substantial position was disclosed on 24 July 2026 and relates to cash-settled equity swaps entered into by the Elliott entities. The magnitude of this derivative position—spanning approximately 76.2 million shares—represents a significant notional exposure to Northern Star’s share price performance and represents material investor interest in the company.

The derivative structure employed is a cash-settled equity swap arrangement, which allows investors to gain economic exposure to share price movements without acquiring the underlying securities directly. The reference prices for these swaps range from AU$17.37 at the lower end to AU$31.66 at the higher end, establishing the pricing parameters within which the derivative contracts operate. The spread between these reference prices reflects the range of share valuations anticipated or observed during the establishment and management of the derivative position by the Elliott entities.

Establishment Date and Timing of the Derivative Position

The Elliott entities’ long equity derivative position in Northern Star was initiated on 12 February 2026, as disclosed in the Takeovers Panel notice. This entry date establishes a clear timeline for when the investment decision was executed and the derivative contracts commenced. The timing of this establishment predates the disclosure by approximately five months, which is consistent with the normal lag between establishment of derivative positions and their disclosure under Australian regulatory frameworks.

The February entry date provides context for understanding the investment thesis and market conditions prevailing at that time. The establishment of a position of this scale represents a significant allocation of capital and strategic intent by the Elliott entities. Market participants may consider the reasoning behind this timing and what it suggests about Elliott’s assessment of Northern Star’s future prospects and share price trajectory during the period from February through July 2026.

Cash-Settled Equity Swaps as the Derivative Instrument of Choice

The Elliott entities have structured their exposure to Northern Star shares through cash-settled equity swaps rather than acquiring shares directly or utilising other derivative instruments. Cash-settled equity swaps are financial contracts that provide investors with economic exposure to underlying share price movements without requiring physical settlement of the securities themselves. Instead, the parties exchange the difference between the reference price and the current market price, with settlement occurring in cash at specified dates or upon contract termination.

This derivative structure offers several advantages to investors, including flexibility in position sizing, potentially lower capital requirements compared to direct share ownership, and the ability to establish positions without the transparency requirements that typically accompany large direct shareholdings. The use of cash-settled swaps means that Elliott Associates and Elliott International gain full economic exposure to share price movements in Northern Star without triggering the same disclosure or regulatory thresholds that would apply if they held the underlying shares directly. The reference price range of AU$17.37 to AU$31.66 establishes the framework within which these economic exposures operate.

Disclosure Requirements Under Australian Takeovers Panel Guidance Note 20

The disclosure by Elliott Associates and Elliott International was mandated under Australian Takeovers Panel Guidance Note 20, which establishes the regulatory framework for reporting equity derivative positions. Guidance Note 20 requires investors holding long equity derivative positions that relate to a substantial number of securities to provide disclosure to the company and the ASX, ensuring market transparency and preventing circumvention of substantial shareholding disclosure rules through the use of derivatives.

The notice specifies that Elliott entities hold no short equity derivative positions that offset their long positions, and no short positions of more than 1 per cent acquired after the long derivative position was disclosed. The absence of offsetting short positions indicates that Elliott’s position represents a genuine long exposure to Northern Star’s share price performance rather than a hedged or spread position. This straightforward long positioning suggests that Elliott’s investment rationale centres on anticipated share price appreciation or other positive developments in the company.

Confirmation of No Other Hidden Positions or Associate Holdings

The disclosure explicitly confirms that Elliott Associates and Elliott International hold no other long equity derivative positions in Northern Star Resources shares beyond those disclosed in the notice. This statement provides assurance to the market that the 76,194,999 shares referenced through the cash-settled equity swaps represent the full extent of Elliott’s derivative exposure to Northern Star. The confirmation eliminates speculation regarding undisclosed positions or hidden interests that might exist through other vehicle structures or associate entities.

The notice further confirms that neither Elliott Associates nor Elliott International has any associates holding long equity derivative positions or relevant interests in Northern Star shares. This comprehensive disclosure approach ensures that market participants have complete visibility into the total aggregate position held by the Elliott investment group in relation to Northern Star. The absence of associate positions indicates that the disclosed position represents the centralized holdings managed by the primary Elliott entities, with no material satellite holdings distributed across related entities or investment structures.

Reference Price Parameters and Share Valuation Context

The cash-settled equity swaps held by Elliott Associates and Elliott International operate within reference price parameters ranging from AU$17.37 to AU$31.66 per share. This AU$14.29 range between the lowest and highest reference prices establishes the valuation bandwidth within which the derivative positions are structured. The lower reference price of AU$17.37 may represent pricing at an earlier stage of position establishment or during periods of lower valuation, while the AU$31.66 upper reference price likely reflects either subsequent price movements or revised terms applied to portions of the derivative position.

Understanding these reference prices provides investors with context regarding the valuation levels at which Elliott established exposure to Northern Star shares. The substantial range between these prices suggests that the position may have been accumulated or adjusted over a period of time, with different tranches potentially entered at different price levels. This approach is consistent with prudent portfolio management practices where investors establish positions gradually at varying price points rather than attempting to execute a single large transaction.

Absence of Material Changes to Previously Disclosed Information

The notice explicitly states that there are no material changes to information previously disclosed to the market regarding Elliott Associates’ and Elliott International’s positions in Northern Star Resources. This statement indicates that the disclosure represents either a new position not previously subject to disclosure obligations, or that the entities are confirming the accuracy and completeness of any prior disclosures made. The absence of material changes suggests consistency in Elliott’s shareholding or derivative intentions since the position was established in February 2026.

For market participants reviewing this disclosure, the confirmation of no material changes provides assurance that the information presented represents the current and accurate state of Elliott’s derivative position. Any future material changes to the position—such as significant increases or decreases in the notional share count, modifications to reference prices, or changes in the derivative structure—would require new disclosure under the Takeovers Panel framework. The current disclosure therefore represents a snapshot of Elliott’s position as it stood on 24 July 2026, with the date marked for future reference by investors monitoring Elliott’s shareholding activities.

Investment Manager Elliott Investment Management L.P. and Structure

Elliott Investment Management L.P. (EIM) serves as the investment manager for both Elliott Associates, L.P. and Elliott International, L.P., managing the investment decisions and positions held by these entities. Elliott Investment Management GP LLC (EIM GP) operates as the sole general partner of EIM, providing the governance structure under which investment decisions are made. Paul E. Singer is identified as the sole managing member of EIM GP, establishing the ultimate responsibility for the investment management operation.

This organizational structure is typical of sophisticated investment vehicles and hedge fund management arrangements, where multiple layers of entities provide legal separation and operational flexibility. The disclosure of this management structure ensures that market participants understand the decision-making authority and responsibility for the positions disclosed. Elliott Investment Management L.P., as the authorized investment manager, submitted the disclosure notice to Northern Star on 24 July 2026, requesting that the company provide the information to the ASX for public dissemination and market transparency.

Investor Relations and Market Communications Following the Disclosure

Northern Star Resources has established investor relations channels through Sophie Spartalis in the company’s investor relations function, available via telephone at +61 8 6489 2488 or email at [email protected]. These contact points serve as the primary interface for investor enquiries and communications regarding company matters, including questions relating to the Elliott derivative position disclosure or other shareholding matters. The availability of dedicated investor relations resources reflects Northern Star’s commitment to transparent communication with the investment community.

Media enquiries regarding the disclosure have been directed to Peter Klinger at Purple communications, available at +61 411 251 540 or [email protected]. The dual-channel approach to investor relations and media communications ensures that different stakeholder groups can access appropriate information and commentary. The disclosure itself has been authorized for release to the ASX by Northern Star’s Board of Directors, confirming that the company’s leadership has reviewed and approved the publication of this material information to the market.