Heemskirk Consolidated : Confirmation 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

17 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")

On 13 March 2017, a bidder's statement in relation to the Takeover was lodged with ASX Limited in accordance with section 633(1) item 5 of the Corporations Act.

Please find attached a notice of despatch of the bidder's statement and takeover offers pursuant to section 633(1) item 8 of the Corporations Act as well as a copy of the documents despatched.

Yours faithfully

David Eliakim Partner

T [phone] M [phone]

[e-mail]

®ss-;ss!g 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

31743850 1

NORTHERN SILICA CORPORATION

NOTICE OF DESPATCH REQUIRED BY SECTION 633(1) ITEM 8 OF THE CORPORATIONS ACT 2001 (CTH) TO: ASX Limited

Northern Silica Corporation (corporate access number 2020084675) ("Bidder") gives notice in accordance with section 633(1) item 8 of the Corporations Act that the bidder's statement dated 13 March 2017, which includes an offer dated 15 March 2017, in relation to an off-market takeover bid for all the shares in Heemskirk Consolidated Limited (ACN 106 720 138) has been sent to each person who held securities in the bid class as at the date set by the Bidder pursuant to section 633(2) of the Corporations Act, as required by section 633(1) item 6 of the Corporations Act. The offers have been made on the terms set out in the bidder's statement dated 13 March 2017.

Date: 17 March 2017

Signed by on behalf of Northern Silica Corporation

31743850 1 2

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