Heemskirk Consolidated : Change in Substantial Holding - NSC

KING&W® D MALLESONS

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000 Australia

T [phone]

F [phone]

www.kwm.eom

27 March 2017

To Market Announcements Office ASX Limited

Exchange Centre 20 Bridge Street

Sydney NSW 2000

By Facsimile: 1300 135 638

The Directors

Heemskirk Consolidated Limited Level 17

303 Collins Street

Melbourne VIC 3000 By Email

Dear Sir I Madam

Takeover bid by Northern Silica Corporation ("Bidder") for all the shares in Heemskirk Consolidated Limited ("Target")

We refer to the Bidder's Statement dated 13 March 2017.

Attached is a Form 604 (Notice of change of interests of substantial holder) in relation to the Bidder's holding in the Target.

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Fi o Ho I Solicitor

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Member firm of the King & Wood Ma!lesons network. See www.kwm.com for more information

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Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

604 page 112 15 July 2001

To Company Name/Scheme Heemskirk Consolidated Limited ACNIARSN 106 720 138

1.Details ofsubslantial holder (1)

Name Northem Silica Corporation {11NSC"), its holding entities, their subsidiaries and its associates

ACNIARSN (rr applicable) _:.N,::lA., _

There was a change in the interests of the

substantial holder on 27103/2017 ---

The ptevious notice was given to the company on	14/0312017
The previous notice was dated 2. Previous and present voting power	14/0312017

The tolal number of voles attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary	184,467,780	32.78%	194,703,557 Ordinarv Shares	34.59%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a subslantial holding notice to lhe company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
20103117	NSC	Relevant interest	See terms ol takeover	20.875,777	20,875,777
to		acquired under section	bid described in the	Ordinary Shares	Ordinary Shares
27103117		608(8) of lhe	Bidders Statement
		Corporations Act 2001	dated 13 March 2017	Note th number
		(Cwlth} as a result of		includes the
		acceptances under a		10.640,000
		takeover bid		shares held by
				Taurus Funds
				Management Pty
				Ltd, as trustee of
				the Taurus
				Resources Trust
				and Taurus
				Resources
				Limaed GP LLC
				as general
				partner of lhe
				Taurus
				Resources
				Limited
				Partnership
				In which NSC
				held voting power
				but not a relevant
				interest prior to
				acceptance into
				the lakeover bid.

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

20103117	Taurus Resources No. 2	Relevant interest in	As above	20,875,777	20,875,777
to	BV	Ordinary Shares		Ordinary Shares.	Ordinary Shares
27103117		accepteo into NSC bid by
		virtue of section 608(3) of		See note above.
		the Corporations Act
		2001 (Cw/th)
20/03117	Taurus Resources	Relevant interest in	As above	20,875,777	20,875,777
to	Limited GP No. 2 LLC as	Ordinary Shares in whh		Ordinary Shares	Ordinary Shares
27103117	general partners of the	Taurus No. 2 BV hos a
	Taurus Resources No 2	relevant interest by virtue		See note above.
	L.P	of section 608(3) of the
		Corporations Act 2001
		(Cwfth)

604 page 212 15 July 2001

Holder of relevant interest	Registered holder of securities	Person entltled to be regtered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Taurus Funds Management Pty Ltd, as trustee of the Taurus Resources Trust	Bond Street Custodians Limited	Bond Street Custodians Limited	Relevant interest by virtue of section 608(1)(b) and (c) of the Corporations Act 2001 ICwllhl	1,000,728 Ordinary Shares	1,000,728
Taurus Resources Limited GP LLC as general partner of the Taurus Resources Limiteo Partnership	Bond Street Custodians Limited	Bond Street Custodians Limited	Relevant interest by virtue of section 608(1)(b) and (c) of the CorporaUons Act 2001 (Cwllh)	9,639,272 Ordinary Shares	9,639,272
Taurus Resources No. 2 BV	Taurus Resources No. 2 BV	Taurus Resources No. 2 BV	Relevant interest in 173,827,780 Ordinary Shares by virtue of section 608(1)(a) of the Corporations Act 2001 (Cwllh) Relevant interest in 20,875,777 Ordinary Shares accepted into NSC bid by virtue of section 608(3) of the Corporafions Act 2001 (Cw/th)	194,703,557 Ordinary Shares	194,703,557 Ordinary Shares
Taurus Resources Limited GP No. 2 LLC as general partners of the Taurus Resources No 2 L.P	Taurus Resources No. 2 BV	Taurus Resources No. 2 BV	Relevant interest in Ordinary Shares in which Taurus No. 2 BV holds a relevant interest by virtue of section 608(3) of the Corporations Act 2001 (Cwllh)	194,703,557 Ordinary Shares	194,703,557 Ordinary Shares
NSC	NSC	NSC	Relevant interest in 173,827,780 Ordinary Shares held by Taurus No. 2 BV by virtue of section 608(3) of the Corporafions Act 2001 (Cwllh). Relevant interest in 20,875,777 Ordinary Shares acquired under section 608(8) of the Corporafions Act 2001 (Cwllh) as a result of acceptances under a takeover bid	194,703,557 Ordinary Shares	194,703,557 Ordinary Shares

1. Changes in association

   604 page 2/2 15July 2001

   The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting

   interests in the company or scheme are as follows:

   Name and ACNIARSN (if applicable)	Nature of association
   NIA

2. Addresses

The addresses of persons named in this form are as follows:

Name	Address
NSC and all parties other than Bond Street Custodians Limited	do Taurus Funds Management limited at Suite 4101, Level 41, Gateway, 1 Macauarie Place
Bond Street Custodians Ltd	1 Martin Plaoe Svdnev NSW 2000

Signature

print name

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DIRECTIONS

d;;a;te......2.11,0.312017 _

(1) If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the fo1111. If the revant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the fo1111.

1. See the definition of 'associate" in seciion 9 of the Corporations Act 2001.

2. See the definition of 'relevant interest" in seciions 608 and 6718(7) of the Corporations Act 2001.

1. The voting shares of a company constitute one class unless divided into separate classes.

2. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

3. Include details of:

4. any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6719(4) applies, a copy of any document setting out the te1111s of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

5. any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the

6. securities to whh the relevant interest relates (indicating clearty the particular securities to which the qualification applies).

   See the definition of 'relevant agreement" in section 9 of the Corporations Act 2001.

   {7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even rr the benefrt is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

   (8) If the substantial holder is unable to determine the identity of the person (eg if the revant interest arises because of an option) write 'unknown".

   {9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.