Heemskirk Consolidated : Notice of change of interests of substantial holder 10 Apr 2017

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KING&WGDD

MALLESONS

Level61

Governor Phillip Tower 1 Farrer Place

Sydney NSW 2000 Australia

T [phone]

F [phone]

www.kwm.com

10 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.

Yours sincerely

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Dominic Atwell-Harris ILaw Graduate King & Wood Mallesons

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Member firm of the King & Wood Mal!esons network. See www.kwm.com for more information Asia Pacific IEurope INorth America IMiddle East

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604 page 1/2 15 July 2001

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 ofsubstantlal holder (1)

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

ACN/ARSN (napplicable) -"N'c/A.;c.._ _

There was a change in the interests of the	06104117 -
substantial holder on	07/04117 -
The previous notice was given to the company on	06104117
The previous notice was dated	06/04/17
2. PrevIDus and present voting power

---

The tolal number of votes attached to all the voting shares inthe company or voting interests inthe scheme that the substanlial 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 notice
Person's votes ..	Voting power (5)	Person's votes	Voting power (5)
Ordinary	236,249,255	41.97%	434,188,593 Ordinarv Shares	77.13%

3. Changes in relevant interests

Particulars of eBch 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 notioe to the company or scheme are as follows:

Dale of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of secunlies affected	PerSon's votes affecled
06104117	NSC	Relevanl interest	See terms of takeover	197,939,338	197,939,338
to		acquired under section	bid described in the	Ordinary Shares	Ordinary Shares
07104117		608(8) of the	Bidders Statement
		Corporations Act 2001	dated 13 March 2017
		(CW/th) as a result of
		acceptances under a
		takeover bid
06104117	Taurus Resources No. 2	Relevant interest in	As above	197,939,338	197,939,338
to	BV	Ordinary Shares		Ordinary Shares	Ordinary Shares
07104117		accepted into NSC bid by
		virtue of section 608(3) of
		lhe Corporations Act
		2001 (CWfth)
06104117	Taurus Resources	Relevant interest in	As above	197,939,338	197,939,338
to	Limited GP No. 2 LLC as	Ordinary Shares inwhich		Ordinary Shares	Ordinary Shares
07/04117	general partners oflhe	Taurus No. 2 BV holds a
	Taurus Resources No 2	relevant interest by virtue
	LP	of seclion 608(3) of lhe
		Corporations Act 2001
		(CWffh}

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4. 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	Person entitled to be registered	Nature of relevant	Glass and number of	Person's votes
securities	as holder(8)	interest (6)	securities
Taurus Funds Management Ply Ltd, as	Bond Street Custodians Limited	Bond Street Custodians Limited	Relevant interest by virtue of section	1,000,728 Ordinary Shares	1,000,728
trustee of the Taurus Resourees Trust	608(1)(b) and (c) of the Corporations Act 2001
ICwfthl
Taurus Resources Limited GP LLC as general partner of the Taurus Resourees	Bond Street Custodians Limited	Bond Street Custodians Limited	Relevant inlerest by virtue of section 608{1)(b) and (c) ot the	9,639,272 Ordinary Shares	9,639,272
Limited Partnership	Corporations Act 2001
(Cwfth)
Taurus Resources No. 2 BV	Taurus Resources No. 2 BV	Taurus Resources No. 2 BV	Relevant interest in 173,827,780 Ordinary	423,548,593 Ordinary Shares	423,548,593
Shares by virtue of section 608( 1)(a) of the
Corporations Act 2001
(Cwfth)
Relevant inlerest in
249,720,813 Ordinary
Shares accepted into NSC bid by virtue of
section 608(3) of the Corporations Act 2001
(Cwfth)
Taurus Resources Limited GP No. 2 LLC as general	Taurus Resourees No. 2 BV	Taurus Resources No. 2 BV	Relevant interest in Ordinary Shares in	423,548,593 Ordinary Shares	423,548,593
partners of the Taurus	which Taurus No. 2 BV
Resources No 2 L.P	holds a relevant interest
by virtue of section 608(3) of the
Corporations Act 2001
(Cwfth)
NSC	NSC	NSC	Relevant interest in 173,827,780 Ordinary	423,548,593 Ordinary Shares	423,548,593
Shares held by Taurus
No. 2 BV by virtue of
section 608(3) of the
Corporations Act 2001
(Cwfth).
Relevant interest in 249,720,813 Ordinary
Shares acquired under section 608(8) of the
Corporations Act 2001
(Cwfth) as a result of acceptances under a
takeover bid

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604 page 2/2 15 July 2001

5. Changes in association

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 (applicable)	Nature of associalton
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 limited	cio Taurus Funds Management Limited at Suite 4101, Level 41. Gateway. 1 Maoouane Place
Bond Street Custodians Ltd	1 Martin Place S•dne, NSW 2000

Signature

sign here D

d;:a:;t;e:;...1;0;;!0;;41.1:;7;..._

DIRECTIONS

1. If there are a number of substantial holders with similar or related relevant interests (eg a oorporation and its related oorporations, 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 fom, as a specifically named group if the membership of each group. with the names and addresses of members is cieany set out in paragraph 6 of thelorn,.

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

3. See the definition of "relevant interest' in sectk>ns 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 inthe body corporate or scheme muffiplied 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 tem,s of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement must acx::ompany 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 securittes 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 conseration must include any and all benefits, money and other, that any person from whom a rele,ant interest was aequired has, or may, become entitled to receive in relation to that aequisition. Details must be included even if the benem conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalt of the substantial hoer or its associate in relation to the aequisitions, even It they are not pa directiy 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, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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