Heron Resources : Cleansing Notice - Woodlawn Project Finance

Heron Resources Limited ASX/TSX Release

7 September 2017

Level 7, 191 Clarence Street, Sydney NSW 2000

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ABN: 30 068 263 098

ASX ANNOUNCEMENT

Dated 7 September 2017

NOTICE UNDER S708A(5)(E) OF THE CORPORATIONS ACT

Heron Resources Limited (ASX:HRR TSX:HER) (Heron or the Company) refers to its ASX Announcement of 30 June 2017 in relation to securing a funding package for the Woodlawn Zinc-Copper Project including by entering into subscription agreements with a subsidiary of Greenstone Resources LP (Greenstone) and certain co-investment parties, Orion Mine Finance Fund II LP (Orion) and Castlelake III, L.P. and Castlelake IV, L.P. (together, Castlelake), receiving subscription commitments from various sophisticated and professional investors and participation of eligible Heron shareholders under the Share Purchase Plan to raise approximately A$141 million (Placements). As announced on 7 September 2017, completion of the Placements occurred and Heron issued a total of 1,955,796,143 ordinary shares in the Company (Shares) to the above mentioned subscribers (Placement Issue).

The Company has issued the Shares under the Placement Issue without disclosure to investors under Part 6D.2 of the Corporations Act 2001 (Cth) (Corporations Act).

For the purposes of section 708A(5)(e) of the Corporations Act, the Company notifies ASX that:

1. the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

2. this notice is being given under section 708A(5)(e) of the Corporations Act;

3. as at the date of this notice, the Company has complied with:

4. the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

5. section 674 of the Corporations Act; and

6. as at the date of this notice, there is no information that:

7. has been excluded from a continuous disclosure notice given to ASX in accordance with the ASX Listing Rules; and

8. investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

9. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

10. the rights and liabilities attaching to fully paid ordinary shares.

11. Heron Resources Limited ASX/TSX Release 1 of 1