16 January 2012
Dear Shareholder

Notice of Annual General Meeting

Notice is hereby given that the eighth Annual General Meeting of Heemskirk Consolidated Limited will be held at the RACV Club, Level 2, 501 Bourke Street, Melbourne, Victoria on Thursday 23 February 2012 at
11:00am (AEDT).

Items of Business

Item 1 Receipt of Financial Report, Directors' Report and Auditor's Report

To receive and consider the Financial Report, Directors' Report and Auditor's Report for the year ended 30 September 2011.

Ordinary Resolutions

Item 2 Adoption of Remuneration Report

To consider, and if thought fit, pass the following resolution as a non binding ordinary resolution: "That for the purpose of section 250R(2) of the Corporations Act, the Remuneration Report of the
Company for the financial year ended 30 September 2011 be adopted."

Voting exclusion: The Company will disregard any votes cast on this resolution by certain persons. Details of the Voting Exclusion applicable to this Resolution are set out in Item 2 of the Explanatory Notes below.

Item 3 To Elect Mr Graham Lenzner as Director

To consider, and if thought fit, pass the following resolution as an ordinary resolution:
"That Mr Graham Lenzner, having been appointed as a Director by the Board of the Company since the last Annual General Meeting, retires in accordance with Rule 13.2 of the Company's Constitution and being eligible, offers himself for election."

Notes: The non-candidate directors unanimously support the election of Mr Graham Lenzner. The Chairman of the meeting intends to vote undirected proxies in favour of Mr Graham Lenzner's election.

Item 4 To Elect Mr Garry Cameron as Director

To consider, and if thought fit, pass the following resolution as an ordinary resolution:
"That Mr Garry Cameron, having been appointed as a Director by the Board of the Company since the last Annual General Meeting, retires in accordance with Rule 13.2 of the Company's Constitution and being eligible, offers himself for election."

Notes: The non-candidate directors unanimously support the election of Mr Garry Cameron. The Chairman of the meeting intends to vote undirected proxies in favour of Mr Garry Cameron's election.

Item 5 To Elect Mr John Taylor as Director

To consider, and if thought fit, pass the following resolution as an ordinary resolution:
"That Mr John Taylor, having been appointed as a Director by the Board of the Company since the last Annual General Meeting, retires in accordance with Rule 13.2 of the Company's Constitution and being eligible, offers himself for election."

Notes: The non-candidate directors unanimously support the election of Mr John Taylor. The

Chairman of the meeting intends to vote undirected proxies in favour of Mr John Taylor's election.

Item 6 To Elect Mr Peter Bird as Director

To consider, and if thought fit, pass the following resolution as an ordinary resolution:
"That Mr Peter Bird, having been appointed as a Director by the Board of the Company since the last Annual General Meeting, retires in accordance with Rule 13.2 of the Company's Constitution and being eligible, offers himself for election."

Notes: The non-candidate directors unanimously support the election of Mr Peter Bird. The

Chairman of the meeting intends to vote undirected proxies in favour of Mr Peter Bird's election.

Item 7 To Re-elect Mr William (Lex) Hansen as Director

To consider, and if thought fit, pass the following resolution as an ordinary resolution:
"That Mr William (Lex) Hansen, who retires by rotation in accordance with Rule 16.1 of the
Company's Constitution, being eligible offers himself for re-election as a Director."

Notes: The non-candidate directors unanimously support the re-election of Mr William (Lex) Hansen. The Chairman of the meeting intends to vote undirected proxies in favour of Mr William (Lex) Hansen's re- election.

Further details of the above resolutions are set out in the Explanatory Notes to this Notice of Annual General
Meeting.
By order of the Board
Yours sincerely
Colin Walker
Company Secretary

Explanatory Notes to Shareholders

Item 1 - Financial Statements and Results

The Corporations Act 2001 (Cth) ("Corporations Act") requires the Financial Report (which includes Financial Statements, Notes to the Financial Statements and Directors' Declaration), the Directors' Report and the Auditor's Report to be tabled at the Annual General Meeting. The Constitution of Heemskirk Consolidated Limited provides for these reports to be received and considered at the Meeting. There is no requirement either in the Corporations Act or the Constitution for shareholders to approve the Financial Report, the Directors' Report or the Auditor's Report. Shareholders will be given a reasonable opportunity to ask questions and make comments on these reports.
The Company's Annual Report (which includes the Financial Report and associated reports of the Directors and the Auditors) is available on the Company's website at www.heemskirk.com

Item 2 -Remuneration Report

In accordance with the requirements of the Corporations Act, the Board is submitting its Remuneration Report to shareholders for consideration and adoption by way of advisory resolution. This resolution does not bind the Directors or the Company. The Directors' Report on page 20 of the 2011 Annual Report sets out the Remuneration Policy for Heemskirk and explains the remuneration arrangements in place for Executive Directors, Senior Executives and Non-Executive Directors.
A reasonable opportunity will be provided for shareholders to ask questions about or make comments on the
Remuneration Report at the Meeting.
Pursuant to the Corporations Amendment (Improving Accountability for Director and Executive Remuneration) Bill 2011 which amended the Corporations Act from 1 July 2011, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings (effectively, "two strikes"), shareholders will be required to vote at the second of those annual general meetings on a resolution (referred to as a "spill resolution") that another meeting be held within
90 days at which all of the Company's Directors (other than the Managing Director and CEO) must go up for re-election. The spill resolution requirements will only be triggered where both strikes occur after 1 July
2011. On this basis, while votes on the Remuneration Report at this Annual General Meeting will be counted towards the two strikes, the first spill resolution can only potentially occur following the Company's
2013 Annual General Meeting.
Also, the Corporations Amendment (Improving Accountability for Director and Executive Remuneration) Bill
2011 has introduced new prohibitions on key management personnel and their closely related parties from voting or voting undirected proxies on a resolution for the adoption of the Remuneration Report. Accordingly, any undirected proxies held by the Chairman of the meeting, other Directors or by other Key Management Personnel or their closely related parties for the purposes of the Resolution in item 2 will not be voted on the Resolution in item 2.
The Company encourages all Shareholders to cast their votes in relation to the Resolution in item 2 and if Shareholders choose to appoint a proxy, Shareholders are encouraged to direct their proxy how to vote on the Resolution in item 2 by marking either "For", "Against" or "Abstain" on the proxy form or by marking the Chairman's box (in which case the Chairman of the meeting will vote in favour of the Resolution in item 2 as your proxy).

Voting exclusion statement in respect of Item 2

The following persons may not vote, and the Company will disregard any votes cast by the following persons on the Resolution in Item 2:
a) each of the 6 Directors of the Company named in the table on page 26 of the 2011 Annual Report;
b) each of the key management personnel of the Company named in the table on page 27 of the 2011
Annual Report;
c) each "closely related party" (as defined in Section 9 of the Corporations Act) of a person in a) or b)
above.

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However, a person described above may cast a vote on the Resolution in Item 2 if all of the following are satisfied:
a) the person in the above paragraph is appointed as a proxy; and
b) the shareholder making the appointment does not fall within the above paragraph; and
c) the shareholder directs in the Proxy Form how the proxy is to vote (either "for" or "against") on
Resolution in Item 2.

Recommendation on Item 2

The Remuneration Report forms part of the Directors' Report for the year ended 30 September 2011 and is made in accordance with a unanimous resolution of the Directors. While noting that each Director has a personal interest in their remuneration, as described in the Remuneration Report, the Board unanimously recommends that shareholders vote in favour of adopting the Remuneration Report.

Item 3 - Election of Director - Mr Graham Lenzner

A profile of Mr Graham Lenzner is set out below:

Graham Lenzner

BEc, FAICD

Non Executive Chairman

Mr Graham Lenzner has had a career spanning over 35 years in the funds management industry, insurance, stockbroking, the building industry and financial markets. He brings extensive management, financial and strategic planning experience to Heemskirk. Graham is also Chairman of Device Technologies Australia Ltd and former Chairman of Aevum Ltd.
He was an Executive Director of the Armstrong Jones Group for 12 years, the last four as Joint Managing Director. Previous roles include Finance and Deputy MD of Aquila Steel and GM Finance and Investments of MMI Insurance Ltd.
Mr Lenzner joined the Board on 24 February 2011.

Recommendation on Item 3

The Board (other than Mr Graham Lenzner) unanimously recommends that Shareholders vote in favour of
Mr Lenzner's election.

Item 4 - Election of Director - Mr Garry Cameron

A profile of Mr Garry Cameron is set out below:

Garry Cameron PSM

BBus(A/c,) BEc(Hons), MEc, FAICD, FCPA

Non Executive Director and Chairman of the Audit & Risk Committee

Mr Garry Cameron was Managing Director of a listed property group for 10 years and prior executive roles include Executive Director Finance for Telstra. He is currently a Non Executive Director with ANZ Specialised Asset Management, ANZ Balanced Equity Funds Ltd and AHS Hospitality Ltd and Molopo Energy Limited. The ANZ roles over the past five years have been in funds management of energy and infrastructure projects particularly focussed on large coal, gas and biofuels projects from exploration to delivery.
Mr Cameron was recognised in 1992 on the Australia Day honours list for his contributions to the Finance and Telecommunications industries.
Mr Cameron is Chairman of the Audit & Risk Committee and a member of the Remuneration & Nomination
Committee. He joined the Board on 24 February 2011.

Page 2

Recommendation on Item 4

The Board (other than Mr Garry Cameron) unanimously recommends that Shareholders vote in favour of
Mr Cameron's election.

Item 5 - Election of Director - Mr John Taylor

A profile of Mr John Taylor is set out below:

John Taylor

BE(Chem), MBA, FIChemE.

Non-Executive Director

Mr John Taylor recently retired from a long career as Managing Director of Outotec Australasia Pty Ltd (previously Outokumpu Technology and prior to that, Lurgi Australia). He has held senior positions in management, process engineering and plant construction, primarily in the mining, minerals processing and environmental sectors.
Mr Taylor is a Non Executive Director of Kentor Gold Limited and was previously a Non Executive Director of listed companies Ticor Ltd, Environmental Group Ltd and Ausmelt Limited.
He is a part time consultant to Outotec South East Asia Pacific.
Mr Taylor is a member of the Audit & Risk Committee. He joined the Board on 9 May 2011.

Recommendation on Item 5

The Board (other than Mr John Taylor) unanimously recommends that Shareholders vote in favour of
Mr Taylor's election.

Item 6 - Election of Director - Mr Peter Bird

A profile of Mr Peter Bird is set out below:
Mr Peter Bird retired from the Board of Heemskirk on 24 February 2011. Peter joined the Board on incorporation and was a member of the Risk Committee and a representative of the Pajingo Mine Joint Venture Committee. Peter remained at the Company as Executive General Manager Corporate.
On 1 December 2011 the Board appointed Peter Bird Managing Director of the Company and an Executive Director of the Board. Peter has worked in the resource industry for over 20 years. He brings operational and corporate experience combined with a strong understanding of company analysis and global investment markets.
Peter is a geologist and has held technical, management, investment and human resource positions with major companies such as Western Mining Corporation Limited, Merrill Lynch Equities and Newmont Mining Corporation and executive positions with Normandy Mining Limited and Newcrest Mining Limited. Peter is Non Executive Chairman of Excelsior Gold Limited.

Recommendation on Item 6

The Board (other than Mr Peter Bird) unanimously recommends that Shareholders vote in favour of
Mr Bird's election.

Item 7 - Re-election of Director - Mr William (Lex) Hansen

Rule 16.1 of the Company's Constitution requires one third of Directors (except for the Managing Director) to retire each year (by rotation). Mr William (Lex) Hansen retires this year in accordance with this Rule. He is permitted to seek re-election.
A profile of Mr William (Lex) Hansen is set out below:

Page 3

William A (Lex) Hansen

BSc, MBA, FAusIMM, FAICD

Non-Executive Director and Chairman of the Remuneration & Nomination Committee

Mr William (Lex) Hansen has more than 45 years' experience within the mining industry. He was an Executive Director of Corporate Finance (Mining) at HSBC Bank Australia Limited with regional responsibility for resources debt and equity investment appraisals and underwriting transactions.
Mr Hansen was a Director and Partner of share-broking firm Roach & Co. Prior to that, he held technical and finance positions with CSR Limited, Tenneco Corp and Utah Development Company. Lex is a Non-Executive Director of Platinum Australia Limited and Endocoal Limited and is also a key adviser to London-based Anglo Pacific Group plc.
Mr Hansen is Chairman of the Remuneration & Nomination Committee and a member of the Audit & Risk
Committee. He joined the Board on 1 March 2004.

Recommendation on Item 7

The Board (other than Mr William (Lex) Hansen) unanimously recommends that Shareholders vote in favour of Mr Hansen's re-election.

Page 4

General Notes

Entitlement to Vote

The Company has determined in accordance with Part 7.11 of the Corporations Regulations that for the purpose of voting at the Meeting, shares will be taken to be held by those persons recorded on the Company's register as at 7:00pm Australian Eastern Daylight Saving Time on Tuesday 21 February 2012.

Corporate Representatives

For a corporate representative to vote, they will require a Certificate of Appointment of Corporate
Representative executed in accordance with the Corporations Act.

Voting

On a show of hands, every member present in person or by proxy or by attorney or, in the case of a corporation, by duly appointed representative, shall have one vote and on a poll one vote for every share held provided that if a member appoints two proxies or two attorneys, neither proxy nor attorney shall be entitled to vote on a show of hands.

Proxies

A member entitled to attend and vote at the Annual General Meeting may appoint one or two persons to attend and vote at the Meeting as the member's proxy. If you wish to appoint a second proxy you will need to complete a second form. Computershare Investor Services Pty Limited will provide additional proxy forms upon request.
A proxy need not be a member. If two proxies are appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights. If the vote split is not specified, it is deemed to be equally divided between the two proxies.

Under recent amendments to the Corporations Act, if: