Heemskirk Consolidated : Change in Substantial Holding - NSC 12 April 2017

KING&W®D

MALLESONS

Level 61

Governor Phillip Tower 1 Farrer Place

Sydney NSW 2000

Australia

T [phone]

F [phone]

www.kwm.com

12 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.

Dominic Atwell-Harris I Law Graduate King & Wood Mallesons

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Member firm of the King & Wood Melleeons network. See www.kwm.com for more Information

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Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Heemskirk Consolidated Limtted ACN/ARSN 106 720 138

1.Details of substantial holder

Name Northern Silica Corporation ("NSC 11), its holding entities, their subsidiaries and its associates

ACN/ARSN (if applicable) _N_IA _

There was a change in the interests of the

substantial holder on 10/04/2017-

11/04/2017

The previous noce was given to the company on	10/04//2017
The previous notice was dated 2. Previous and present voting power	10/04//2017

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate had a relevant interest inwhen last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities	Previous notice		Present notice
Person's votes	Voting power	Person's votes	Voting power
Ordinary	434.188.593	77.13%	450.215,480 Ordinarv Shares	79.98%

3. Changes In relevant interests

Particulars of each 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 notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
10/04/201	NSC	Relevant interest	See terms of takeover	16,026,887	16,026,887
		acquired under section	bid described in the	Ordinary Shares	Ordinary Shares
7 to		608(8) of the	Bidders Statement
11/04/201		Corporations Act 2001	dated 13 March 2017
7		(Cwlfh) as a result of
		acceptances under a
		takeover bid
10/04/201 7 to	Taurus Resources No. 2	Relevant interest in	As above	16,026.887	16,026.887
	BV	Ordinary Shares accepted into NSC bid by		Ordinary Shares	Ordinary Shares
11/04/201		virtue of section 608(3) of
7		the Corporations Act
		2001 (Cwfth)
10/04/201	Taurus Resources	Relevant interest in	As above	16,026,887	16.026,8870rdinary
	Limited GP No. 2 LLC as	Ordinary Shares in which		Ordinary Shares	Shares
7 to	general partners of the	Taurus No. 2 BV holds a
11/04/201	Taurus Resources No 2	relevant interest by virtue
7	LP	of section 608(3) of the
		Corporations Act 2001
		(Cw/th)

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Taurus Funds Management P1y Ltd, as trustee of the Taurus Resources Trust	Bond Street Custodians Limned	Bond Street Custodians Limited	Relevant interest by virtue of section 608(1)(b) and (c) of the Co1p0rations Act 2001 ICwlfhl	1,000,728 Ordinary Shares	1,000,728
Taurus Resources Limited GP LLC as general partner of the Taurus Resources Limited Partnership	Bond Street Custodians Limned	Bond Street Custodians Limited	Relevant interest by virtue of section 608(1)(b) and (c) of the Corporations Act 2001 (Cwfth)	9,639,272 Ordinary Shares	9,639,272
Taurus Resources No. 2 BV	Taurus Resources No. 2 BV	Taurus Resources No. 2 BV	Relevant interest in 173,827,780 Ordinary Shares by virtue of section 608(1)(a) of the Corporafions Act 2001 (Cwfth) Relevant interest in 265,747,700 Ordinary Shares accepted into NSC bid by virtue of section 608(3) of the Co1p0ratkms Act 2001 (Cwfth)	439,575,480 Ordinary Shares	439,575,480
Taurus Resources Limited GP No. 2 LLC as general partners of !tie Taurus Resources No 2 L.P	Taurus Resources No. 2 BV	Taurus Resources No. 2 BV	Relevant interest in Ordinary Shares in which Taurus No. 2 BV holds a relevant interest by virtue of section 608(3) of the Corporations Act 2001 (Cwfth)	439,575,480 Ordinary Shares	439,575,480
NSC	NSC	NSC	Relevant interest in 173,827,780 Ordinary Shares held by Taurus No. 2 BV by virtue of section 608(3) of the Corporations Act 2001 (Cwfth). Relevant interest in 265,747,700 Ordinary Shares acquired under section 608(8) of the Corporations Act 2001 (Cwfth) as a result of acceptances under a takeover bid	439,575,480 Ordinary Shares	439,575,480

5. Changes inassociation

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their associa!on (9) with, the substantial holder in rela!on to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
NIA

6. Addre$H$

The addresses of persons named in this form are as follows:

Name	Address
NSC and all parties other than Bond Street Custodians limited	c/o Taurus Funds Management Limited at Suite 4101, Level 41, Gateway, 1 Macauane Place
Bond Street Custodians Ltd	1Martin Place Svdnev NSW 2000

Signature

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