Heemskirk Consolidated : Change in Substantial Holding - NSC

From:King & VV oo d Malle so ns T o:01300135638 05 / 04 / 2017 11: 25 #09 4 P .001/ 0 0 4

KING&W® D MALLESONS

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T [phone]

F [phone]

www.kwm.com

5 April 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. o a Ho I Solicitor g & Wood Mallesons

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Member fim, of the King & Wood Ma!lesons network. See wv.w.kwm.com for more Information Asia Pacific ! Europe I North America j Middle East

31933189 1

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Heemskirk Consolidated Limited

ACN/ARSN 106 720138

1.Details of substantial holder (1)

604 page 1/2 15 July 2001

Name Northern Silica Corporation ("NSC"}, its holding entities, their subsidiaries and its associates

ACN/ARSN (• apicable) Nl A-------------------------------

There was a change in the interests of the 27103/17 to 04/04/17 substantial holder on

The previous notice was given to the company on	27/03/17
The previous notice was dated 2. Previous and present voting power	27/03/17

The total number of votes 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 secunties (4)	Previous notice		Present notice
Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary	194,703,557	34.59%	219,845,069	39.05%

1. 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 substantial holding notice to the 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
   27/03/17 to 04/04/17	NSC	Relevant interest acquired under section 608(8) of the Corporations Act 2001 (C.ith) as a result of acceptances under a takeover bid	See tenns of takeover bid described in the Bidders Statement dated 13 Marcll 2017	25,141,512 Ordinary Shares	25,141,512 Ordinary Shares
   27/03/17 to 04/04/17	Taurus Resources No. 2 BV	Relevant interest in Ordinary Shares accepted into NSC bid by virtue of section 608(3) of the Corporations Act 2001 (Cwlfh)	As above	25,141,512 Ordinary Shares.	25,141,512 Ordinary Shares
   27103/17 to 04104/17	Taurus Resources Limited GP No. 2 LLC as general partners of the Taurus Resources No 2 LP	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 {Cwfth)	As above	25,141,512 Ordinary Shares.	25,141,512 Ordinary Shares

2. Present relevant interests

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

   604 page 2/2 15 July 2001

   Holder of relevant interest	Registered holder of securities	Person entttled 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 (Cwfthl	1,000,728 Ordinal)' Shares	1,000,728
   Taurus Resources limited GP LLC as general partner of the Taurus Resources Limited Partnership	Bond Street Custodians limited	Bond Street Custodians Limited	Relevant interest by virtue of section 608(1)(b) and (c) of the Corporations Act 2001 (Cwfth)	9,639,272 Ordinal)' 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 Ordinal)' Shares by virtue of section 608(1)(a) of the Corporations Act 2001 (Cwfth) Relevant interest in 35,377,289 Ordinary Shares aocepted into NSC bid by virtue of section 608(3) of the Corporations Act 2001 (Cwfth)	209,205,069 Ordinal)' Shares	209 ,205,069
   Taurus Resources Limited GP No. 2 LLC as general partners of the Taurus Resources No 2 LP	Taurus Resources No. 2 BV	Taurus Resources No. 2 BV	Relevant interest in Ordinal)' Shares in which Taurus No. 2 BV holds a relevant interest by virtue of section 608(3) of the Corporations Act 2001 (Cwfth)	209,205,069 Ordinal)' Shares	209,205,069
   NSC	NSC	NSC	Relevant interest in 173,827,780 Ordinal)' Shares held by Taurus No. 2 BV by virtue of section 608(3) of the Corporations Act 2001 (Cwfth). Relevant interest in 35,377,289 Ordinal)' Shares acquired under section 608(8) of the Corporations Act 2001 (Cwfth) as a result of acceptances under a takeover bid	209,205,069 Ordinal)' Shares	209,205,069

3. Changes in association

604 page 212 15 July 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

6. Addresses

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

Name	Address
NSC and all parties other than Bond Street Custodians Umijed	c/o Taurus Funds Management Limited at Suite 4101, Level 41, Gateway, 1 Macouarie Place
Bond Street Custodians Ltd	1 Martin Place Svdnev NSW 2000

Signature

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DIRECTIONS

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 form. If the relevant 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 form.

2. See the definition of "associate" in section 9 of the Corporations Act 2001.

3. See the defini on of"relevant interesr in sections 608 and 6718(7) of the Corporations Act 2001.

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

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

6. Include details of:

7. any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B{4) applies, a copy of any document setting out the terms 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

   {b) 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 securities to which the relevant interest relates {indicating clearly the particular securities to which the qualification applies).

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

8. 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 entlt!ed to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. DetaHs 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.

9. Ifthe substantial holder is unable to determine the identity of the person (eg,the relevant interest anses because of an option) wnte "unknown".

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