Heron Resources : Appendix 3B - Woodlawn Project Finance

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

HERON RESOURCES LIMITED

ABN

30 068 263 098

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of +securities issued or to be issued	Fully paid ordinary shares.
2	Number of +securities issued or to be issued (if known) or maximum number which may be issued	1,955,796,143
3	Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Shares issued on the same terms as all existing fully paid ordinary shares.

4	Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? If the additional +securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	Yes, the shares will rank equally.
5	Issue price or consideration	A$0.07 per share.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Shares listed in section 2 above issued pursuant to: the commitments from various sophisticated and professional investors to subscribe for shares to raise approximately A$32 million; the subscription agreements entered into by Heron with Greenstone Management (Delaware) LLC in its capacity as general partner of Greenstone HRR Holdings II L.P and co-investment parties, Castlelake III, L.P. and Castlelake IV, L.P. and Orion Mine Finance Fund II LP; and (c) the share purchase plan to raise up to an additional A$5 million, as announced on ASX on 30 June 2017.
6a	Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i	Yes
6b	The date the security holder resolution under rule 7.1A was passed	29 November 2016
6c	Number of +securities issued without security holder approval under rule 7.1	Nil
6d	Number of +securities issued with security holder approval under rule 7.1A	21,655,714 (SPP Shortfall Placement Shares)

+ See chapter 19 for defined terms.

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6e	Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	1,884,367,544 Approval was given at the meeting on 17 August 2017
6f	Number of +securities issued under an exception in rule 7.2	49,772,885
6g	If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.	Yes. SPP Shortfall Placement Shares were issued on 7 September 2017 at an issue price of A$0.07 per share. 15 day VWAP: A$0.08167 per share. 75% of 15 day VWAP: A$0.0612 per share. Source of VWAP: Bloomberg
6h	If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements	N/A
6i	Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements	Rule 7.1 - 359,250,888. Rule 7.1A - 217,844,878
7	+Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	7 September 2017
Number	+Class
8	Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable	2,416,661,640	Fully paid ordinary shares

Number	+Class
1,000,000	Options exercisable at A$0.29 and expiring 5 March 2018
21,459	Options exercisable at A$0.12 and expiring 23 October 2017.

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

858,369	Options exercisable at A$0.07 and expiring 20 November 2018
16,500,000	Options exercisable at A$0.072 and expiring 4 December 2020
400,000	Options exercisable at A$0.134 and expiring 1 September 2021
2,650,000	Options exercisable at A$0.11 and expiring 1 February 2022
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	As per Company policy for all ordinary shares

Part 2 - Pro rata issue

11	Is security holder approval required?	N/A
12	Is the issue renounceable or non-renounceable?	N/A
13	Ratio in which the +securities will be offered	N/A
14	+Class of +securities to which the offer relates	N/A
15	+Record date to determine entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
N/A
17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	N/A
19	Closing date for receipt of acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A

+ See chapter 19 for defined terms.

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