Heemskirk Consolidated : Commencement of Despatch of Bidder's Statement

KING&WGDD Level61

Governor Phillip Tower

MALLESONS 1 Farrer Place

Sydney NSW 2000

Australia

T [phone]

F [phone]

www.kwm.com

The Manager

Company Announcements Office Australian Securities Exchange Level 4, 20 Bridge Street

Sydney NSW 2000

15 March 2017

Electronic lodgement

Dear Sir/Madam

Northern Silica Corporation - off market takeover bid for the entire issued share capital of Heemskirk Consolidated Limited ("Takeover")

In accordance with section 633(1) of the Corporations Act (as amended by ASIC Class Order [15/321]), we hereby notify you that Northern Silica Corporation has today commenced sending its bidder's statement in connection with the Takeover to Heemskirk shareholders.

A copy of the bidder's statement as sent to Heemskirk shareholders is attached to this letter. Yours faithfully

David Eliakim Partner

T [phone]

M [phone]

[e-mail]

www.kwm.com

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Member firm of the King & Wood Mallesons network. See www.kwm.com for more information Asia Pacific | Europe | North America | Middle East

31925953 1

BIDDER'S STATEMENT THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to how to act, you should consult your professional adviser as soon as possible.

Recommended Offer by: Northern Silica Corporation to purchase all of your shares in: Heemskirk Consolidated Limited ACN 106 720 138

For each Heemskirk Share you will receive either $0.075 cash or 1 Bidder Share (at your election)

The Heemskirk Directors UNANIMOUSLY recommend you ACCEPT the Cash Consideration component of the Offer in the absence of

a Superior Proposal, and subject to the independent expert concluding that the Offer is fair and reasonable.

The Offer is dated 15 March 2017 and will close at 7pm (Sydney time) on 18 April 2017, unless extended. This Bidder's Statement was lodged with ASIC on 13 March 2017.

Legal Adviser:

IMPORTANT INFORMATION

The Offer described within this Bidder's Statement is given by Northern Silica Corporation (corporate access number 2020084675) (the "Bidder") (owned by Taurus BV, T2 LP and the T2 Trust) to Heemskirk Consolidated Limited (ACN 106 720 138) ("Heemskirk") under Part 6.5 of the Corporations Act and sets out certain disclosures required by the Corporations Act together with the terms of the Offer to acquire your Heemskirk Shares.

THE BIDDER'S STATEMENT

YOU SHOULD READ THIS BIDDER'S STATEMENT IN ITS ENTIRETY.

This Bidder's Statement is dated 13 March 2017 and includes the Offer dated 15 March 2017

on the terms set out in Appendices 1 and 2 of this Bidder's Statement.

Australian Securities and Investments Commission

A copy of this Bidder's Statement was lodged with ASIC on 13 March 2017. Neither ASIC nor any of its officers takes any responsibility for the content of this Bidder's Statement.

Defined terms

Capitalised terms used in this Bidder's Statement are defined in the Glossary in section 11 along with certain rules of interpretation which apply to this Bidder's Statement. Unless the contrary intention appears,

the context requires otherwise or words are defined in section 11, words and phrases in this Bidder's Statement have the same meaning and interpretation as in the Corporations Act.

Unless otherwise indicated, all references to sections are references to sections of this Bidder's Statement.

Investment advice

The information in this Bidder's Statement is general information only, and does not take into account your individual investment objectives, financial situation or needs. You should consider whether the information in this Bidder's Statement is appropriate for you in light of your objectives, financial situation and needs. Accordingly, before making a decision whether or not to accept the Offer and whether the Bidder Shares are

an appropriate investment for you, please consult your professional adviser.

Notice to foreign Heemskirk Shareholders

The Bidder Shares will only be issued under the Offer

to Heemskirk Shareholders with registered addresses in Australia, its external territories or New Zealand, unless the Bidder determines to the contrary.

Subject to applicable law and any relevant ASIC relief, all Heemskirk Shareholders are entitled to participate in the Offer on the same terms outlined

within this Bidder's Statement, and all materials shall be distributed to all Heemskirk Shareholders at the same time, regardless of jurisdiction.

Ineligible Foreign Shareholders will not be entitled to the Bidder Shares as part of the Offer Consideration. Subject to any relevant ASIC relief, instead, if an Ineligible Foreign Shareholder elects to receive the Share Consideration, the Bidder Shares to which they would otherwise be entitled will be issued to the Nominee. Those Bidder Shares will be offered for sale

and the net proceeds provided to the Ineligible Foreign Shareholders in Australian dollars in accordance

with paragraph 6.3 of Appendix 1 and subject to the restrictions set out in paragraph 6.3 of Appendix 1.

The distribution of this Bidder's Statement outside Australia or New Zealand may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this Bidder's Statement should inform themselves of, and observe, those restrictions.

The Offer is being proposed and will be conducted in accordance with the laws in force in Australia and

with the Listing Rules. The disclosure requirements in relation to the Offer in Australia will differ from those applying in other jurisdictions (including the United States). The financial statements included in this Bidder's Statement have been prepared in accordance with generally accepted accounting principles in Australia that will differ from those in other jurisdictions (including the United States).

This Bidder's Statement is neither an offer to sell to nor a solicitation of an offer to buy securities (as such terms are defined under the US Securities Act) from Ineligible Foreign Shareholders. The Bidder Shares to be issued pursuant to the Offer have not been, and will not be, registered under the US Securities Act or the securities laws of any United States state or other jurisdiction and therefore may not be offered or sold to persons resident in or located in the United States without registration

or an applicable exemption from the registration requirements of the US Securities Act.

2 NORTHERN SILICA CORPORATION BIDDER'S STATEMENT

IMPORTANT INFORMATION CONTINUED

Each Heemskirk Shareholder in the United States will be an Ineligible Foreign Shareholder and will not be entitled to Bidder Shares as part of the Offer

Consideration unless such person (i) is an "accredited investor" that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D promulgated under the US Securities Act (each, a "U.S. Accredited Investor") and certifies to the Bidder that it is a U.S. Accredited Investor; or (ii) is a professional fiduciary organized, incorporated or (if an individual) resident in the United States and is holding Heemskirk Shares on

the Register Date pursuant to one or more discretionary accounts or similar accounts (other than an estate or trust) solely for the account or benefit of one or more beneficial owners, none of which was or is a "U.S. person" as defined in Regulation S under the US Securities Act (each, a "U.S. Qualified Fiduciary")

and certifies to the Bidder that it is a U.S. Qualified Fiduciary. Any Bidder Shares issued to U.S. Accredited Investors will be "restricted securities" within the meaning of Rule 144 under the US Securities Act

and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, except pursuant to exemptions from the registration requirements of the US Securities Act and any applicable securities laws of any state of the United States or in a transaction outside of the United States in accordance with Regulation S under the US Securities Act.

Holders of Bidder Shares will only be able to transfer those shares in the limited circumstances described in the Unanimous Shareholders Agreement and then, only to those persons that agree to become a party to such agreement. Further, the Bidder's Articles contain customary private company restrictions that prohibit the transfer of Bidder Shares without the approval of the Bidder Directors or holders of more than 50% of the Bidder Shares.

The Bidder Shares have not been approved or disapproved by the US Securities Exchange and Commission, any United States state securities commission or any other United States regulatory authority, nor have any of the foregoing authorities passed comment upon or endorsed the merits of the Offer or the accuracy, adequacy or completeness of this Bidder's Statement. Any representation to the contrary is a criminal offence.

In making the Offer available to persons in New Zealand, the Bidder is relying on an exemption contained in the New Zealand Securities Act (Overseas Companies) Exemption Notice 2013. This Bidder's Statement is not a prospectus or an investment statement under New Zealand law, and

may not contain all the information that a prospectus or investment statement under New Zealand law is required to contain.

Disclosure regarding forward looking statements

This Bidder's Statement contains certain forward looking statements which have not been based solely on historical facts, but are rather based on the Bidder's and the Bidder Group's current expectations about future events and results. These forward looking statements are, however, subject to various inherent risks, uncertainties and assumptions, in

that they may be affected by a variety of known and unknown risks, variables and other factors, which are beyond the control of the Bidder and which could cause actual events or results to differ materially from the expectations described in such forward looking statements. These factors include, amongst other things, the risks identified in section 9, as well as other matters not yet known to the Bidder or not currently considered material by the Bidder.

Actual events, results, values, performances or achievements may differ materially from the events, results, values, performances or achievements or results expressed or implied in any forward looking statement and deviations are both normal and to be expected. Except to the extent required by law, none of the Bidder, the Bidder Directors, nor any member of the Bidder Group or their respective officers or employees, any persons named in this Bidder's Statement with their consent or any person involved in the preparation of this Bidder's Statement, make any representation, warranty, assurance or guarantee (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events, results, values, performances or achievements expressed or implied in any forward looking statement. Accordingly, you are cautioned not to place undue reliance on any forward looking statements.

The forward looking statements in this Bidder's Statement reflect views held only as at the date of this Bidder's Statement.

NORTHERN SILICA CORPORATION BIDDER'S STATEMENT 3