Heemskirk Consolidated : Target's Statement

28 March 2017

The Manager

ASX Announcements

Electronic Lodgement

Dear Sir/Madam

Off-market Takeover Bid by Northern Silica Corporations - Target's Statement

We act for Heemskirk Consolidated Limited (HSK) in relation to the off-market takeover bid made by Northern Silica Corporation (the Bidder) for all the shares in HSK (the Offer).

In accordance with section 633(1) item 14 of the Corporations Act 2001 (Cth), we enclose a copy of the target's statement by HSK dated 28 March 2017 and accompanying Independent Expert Report dated 27 March 2017 relating to the Offer (Target's Statement).

As detailed in the Target's Statement, the Directors of HSK unanimously recommend that shareholders ACCEPT the Offer and elect the Cash Consideration from Northern Silica Corporation (in the absence of a Superior Proposal).

HSK has today lodged a copy of the Target's Statement with the Australian Securities & Investments Commission and served a copy on the Bidder.

Despatch of the Target's Statement to HSK shareholders will be completed shortly.

Yours sincerely

Alfonso Grillo

[e-mail]

Liability limited by a scheme approved by Professional Standards Legislation

TARGET'S STATEMENT

Heemskirk Consolidated Limited ABN 18 106 720 138

This Target's Statement has been issued in response to the off-market takeover bid made by Northern Silica Corporation for all of your

fully paid ordinary shares in Heemskirk Consolidated Limited.

The Directors of Heemskirk Consolidated Limited unanimously recommend that you ACCEPT the Offer and elect the Cash Consideration from Northern Silica Corporation (in the absence of a Superior Proposal)

If you accept the Offer you have the choice of receiving, for each fully paid Heemskirk Share held by you:

1. $0.075 cash (Cash Consideration); or

2. 1 Bidder Share (Share Consideration).

This is an important document and requires your immediate attention.

If you are in any doubt about how to deal with this document, you should contact your broker, financial adviser or legal adviser immediately.

CORPORATE DIRECTORY

Directors

Garry Cameron (Non Executive Chairman) John Taylor (Non Executive Director) Peter McKenna (Non Executive Director)

Key Management Acting CEO

Mark Connors Company Secretary Trish Hally

Office

Level 17

303 Collins Street

Melbourne VIC 3000

Telephone: [phone]

Facsimile: [phone]

Website

www.heemskirk.com

Share Registry Boardroom Pty Limited Grosvenor Place

Level 12, 225 George Street

Sydney, NSW 2000

T: 1300 737 760 (within Australia)

T: + 61 2 9290 9600 (outside Australia)

ASX Code

HSK

Legal Adviser GrilloHiggins Lawyers Level 4, 114 William Street

Melbourne, VIC, 3000

Telephone: [phone]

Facsimile: [phone] www.grillohiggins.com.au

Corporate Adviser

Lion Capital Advisory Pty Ltd Level 17, 41 Exhibition Street,

Melbourne VIC 3000

Telephone: [phone]

Facsimile: [phone]

Independent Expert

BDO Corporate Finance (East Coast) Pty Ltd Collins Square, Tower Four

Level 18, 727 Collins St

Melbourne, VIC, 3008

Telephone: [phone]

Facsimile: [phone]

Table of contents

1. Why you should accept the Offer and receive Cash Consideration 7

2. Why you may consider not accepting the Offer 11

3. Why you might elect the Share Consideration 13

4. Why you might not elect the Share Consideration 14

5. Frequently asked questions about the Offer 16

6. Directors' recommendation and reasons 21

7. Key terms of the Offer 23

8. Implications and risks associated with the Offer 27

9. Profile of Heemskirk 33

10. Directors and senior management of Heemskirk 43

11. About NSC 45

12. Directors' interests 46

13. Additional information 47

14. Approval of Target's Statement 51

15. Definitions and interpretation 52

Attachment 1: Comparison of Canadian and Australian Corporations Law

Attachment 2: Independent Expert Report