MCO Fact Sheet

Morning Star Gold NL (ASX: MCO)

ABN 34 003 312 721

Suite 56A, Jones Bay Wharf,

32 Pirrama Road,

Pyrmont NSW 2009, Australia

T 61 2 8569 7488 F 61 2 8569 7499
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Registered Office:

Suite 56A, Jones Bay Wharf, 32 Pirrama Road, Pyrmont NSW 2009, Australia
T 61 2 8569 7488 F 61 2 8569 7499

Company Secretary

Ms. Natasha Sever - This e-mail address is being protected from spambots. You need JavaScript enabled to view it

or contact via Morning Star Gold NL (as above)

Issued Capital

284,318,462 Ordinary Shares (ASX: MCO)
1,820 Shareholders as at January 2012

Top 20 Shareholders hold ~56%
Top 50 Shareholders hold ~70%

Top 100 Shareholders hold ~80%

Major Shareholders

Chillee Limited - 13.8% (~39M shares)

Nick Garling (direct & indirect) - 12.8% (~36.5M shares)

Yarandi Investments (direct & indirect) - 11.3% (~32.4M shares)

BBY Nominees - 9.9% (28M shares)

Share Registry

Computershare Investor Services Pty Ltd
60 Carrington Street, Sydney NSW 2000
T 02 8234 5000 F 02 8234 5200
Send an Email to Computershare (Share Registry)

Lawyers

Thomsons Lawyers
Level 25 Australia Square Tower
264 George Street Sydney NSW 2000

Auditors

DF Kaye FCA
Chartered Accountant
Level 2, 39 East Esplanade, Manly NSW 2095
T 02 8068 8675 F 02 9948 7768

Design and PR Consultants

Heywood Innovation
Tony Heywood
61 (0)419 220 171
Sydney, Melbourne, Gold Coast, London
www.heywood.com.au

Corporate Governance Statement

Unless disclosed below, all the best practice recommendations of the ASX Corporate Governance Council are always applied for the each financial year & annual periods ending 30th June.

Corporate Conduct

All directors, officeholders, employees and consultants are expected to act with the utmost integrity and objectivity and to enhance the reputation and performance of the company overall and in accordance with the Corporations Act and all other relevant corporate rules such as the ASX listing rules.

The Board of Directors

The skills, experience and expertise relevant to the position of each director who is in office, are detailed elsewhere in this website under the heading "About MCO; Our Team; Directors & CEO". The board generally holds at least 6 formal or informal meetings throughout each financial year. At the present time, the board comprises 5 directors; 1 executive director and 4 non-executive directors, (incl. 2 independent directors). Each director receives an annual directors fee of $36,000 and is excpected to contribute significantly towards efficient strategy and management of the company in return. MCO has appointed a Chief Executive Officer in July of 2011. Michael Botting (CEO) reports directly to the Board of Directors.

The Board of Morning Star Gold NL is currently as follows:

Nicholas Mark Garling - Chairman, Executive Director (appointed as a Director on 20th March, 2007). Mr Garling receives a salary for his executive director role.

Noel Robert Laidlaw - Non-Executive, Independent Director (appointed as a Director on 1st July, 2011).

Peter Gilbert Jackson - Non-Executive, Independent Director (appointed as a Director on 10th March, 2008).

Alexei Vladimir Motlokhov - Non-Executive Director (appointed as a Director on 1st Feb 2011).

Zhaoqin Zeng - Non-Executive Director (appointed as a Director on 1st Feb 2011).

Noel Robert Laidlaw & Peter Gilbert Jackson are considered to be independent directors as they are not substantial shareholders in the company and are remunerated as non-executive Directors.

The board is responsible for the overall Corporate Governance of the company and its primary functions include:

The strategic direction of the company
Approval of the long term goals for management and monitoring the achievement of these goals on behalf of the shareholders;
The approval of the annual and half-yearly financial statements;
The review and adoption of annual budgets for the financial performance of the company and monitoring the results throughout the year;
Ensuring the company has implemented adequate systems to monitor compliance activities, risk management and occupational health and safety requirements.

The company does not comply with best practice recommendations 2.1: "A majority of the board should be independent directors"; 2.2: "The chairperson should be an independent director"; and 2.4: "The board should establish a nomination committee". However, the board believes that for a company of its size and considering the extent of its operations that its present composition provides for efficient decision making required by the company in its current circumstances. Also, the board does not believe that the formal establishment of a nomination committee is warranted by its size, as in effect, the board as a whole acts as the nomination committee. The board's nomination of directors and executive officers and other managers, is dependent on the candidate's range of skills and experience relevant to the business of the company. The Chairman - in conjunction with external and independent consultants - conducts a performance evaluation for the board and its members and the CEO and other senior managers during each annual period using generally accepted and current industry practices.

Morning Star has revised it's Securities Trading Policy and released it publicly via the ASX portal on 31st December 2010.

This policy can be read at the following link: Morning Star Gold's Revised Securities Trading Policy_Dec_2010

MCO Fact Sheet