Heemskirk Consolidated : Change in Substantial Holding - NSC 6 April 2017

KING&W®D MALLESONS

Level 61

Governor Phillip Tower 1 Farrer Place

Sydney NSW 2000

Australia

T [phone]

F [phone]

www.kwm.com

6 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.

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10 a Ho I Solicitor

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

Asia Pacific I Europe I North America 1 Middle East

31933189_1

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

IQ_ Company. Name/Scheme Heemskirk Consolidated Limited ACN/ARSN 106 720 138

1. Details of substantial holder (1)

604 page 1/2 15 Ju 2001

Name Northern Silica Corporation ("NSC"), i ts holding entities, theirsubsldiaries and i ts associates

ACN/ARSN (napplicable) -"N'/'-' -------------------------------

There was a change in the interests of the substanfial holder on

-05104/17----

The previous notice was given to the company on 05/04/17

The previous notice was dated 05/04/17

1. Previous and present voting power

   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 securities (4)	Previous notice		Present not'lce
   Person's votes	Voting power (5)	Person's votes	Voting power (5)
   Ordinary	219,845,069	39.05%	236,249,255 Ordinarv Shares	41.97%

2. 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
   05/04/17	NSC	Relevant interest acquired under section 608(8) of the Corporations Act 2001 (Cw/th) as a result of acceptances under a takeover bid	See terms of takeover bid descnbed in the Bidders Statement dated 13 March 2017	16,404,186 Ordinary Shares	16,404.186 Ordinary Shares
   05/04/17	Taurus Resources No. 2 BV	Relevant interest in Ordinary Shares accepted into NSC bid by virtue of section 608(3) of the Corporations Acf 2001 (CWfth)	As above	16,404,186 Ordinary Shares	16,404.186 Ordinary Shares
   05/04/17	Taurus Resources Limned GP No. 2 LLC as general partnern of the Taurus Resources No 2 L.P	Relevant interest in Ordinary Shares in which Taurus No. 2 BV hok!s a relevant interest by virtue of section 608(3) of the Corporations Act 2001 (Cwfth)	As above	16,404,186 Ordinary Shares	16,404,186 Ordinary Shares

3. Present relevant interests

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

   604 page 212 15 Ju 2001

   Holder of relevant interest	Regotered holder of securities	Person entitled to be regtered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
   Taurus Funds Management P1y 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 ICWffhl	1,000,728 Ordinary 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 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 (Cwfth) Relevant interest in 51,781,475 Ordinary Shares aocepted into NSC bid by virtue of secton 608(3) of the Corporations Act 2001 (Cwfth)	225,609,255 Ordinary Shares	225,609,255
   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 (Cwfth)	225,609,255 Ordinary Shares	225,609,255
   NSC	NSC	NSC	Relevant interest in 173,827,780 Ordinary Shares held by Taurus No. 2 BV by virtue ot section 608(3) of the Corporations Act 2001 (Cwfth). Relevant interest in 51,781,475 Ordinary Shares acquired under section 608(8) of the Corporations Act 2001 (Cw/th) as a restJt of acceptances under a takeover bid	225,609,255 Ordinary Shares	225,609,255

4. 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 ACN/ARSN (if applicable)	Nature of association
N/A

6. Addresses

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

Name	Address
NSC and all parties other than Bond Street Custodians Limited	clo Taurus Funds Management Limited at Suite 4101, Level 41, Gateway, 1 Macouarie Place
Bond Street Custodians ltd	1 Martin Place Sydney NSW 2000

Signature

print name D!"J, p 2,t A lC , M capacity Attorney

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 specffical 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 definition of 'relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001.

4. The voting shares of a company constitute one dass 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 6718(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

8. 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.

9. 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 acqutsijion. Details must be included even if the benefit 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 they are not paid directly to the person from whom the relevant interest was acquired.

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

11. Give details, '1f appropriate, of the present assoc·1ation and any change In that association since the last substantial holding notice.