Heron Resources : Notice of General Meeting for Woodlawn financing

Heron Resources Limited

ASX/TSX Release

17 July 2017

Level 7, 191 Clarence St, Sydney, NSW, 2000

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[phone] / [phone]

ABN: 30 068 263 098

Notice of General Meeting for Woodlawn financing

Heron Resources Limited (ASX:HRR TSX:HER, "Heron" or the "Company") refers to its previous announcements regarding the Woodlawn Financing.

The Board of Heron has today approved the Notice of General Meeting in relation to a meeting of shareholders to be held on Thursday August 17th 2017 to consider the Woodlawn financing.

The Notice of General Meeting (which incorporates an explanatory statement, a management circular, an independent experts report and an independent valuation report) has been dispatched to shareholders.

A copy of the Notice of General Meeting is attached. It is an important document and shareholders are encouraged to read it in full.

About Heron Resources Limited

Heron is engaged in the exploration and development of base and precious metal deposits in Australia. Heron's primary development project is the high-grade Woodlawn Zinc-Copper Project located 250km southwest of Sydney, New South Wales.

For further information regarding Heron please visit www.heronresources.com.au or contact:

Heron Resources

Mr Wayne Taylor Jon Snowball

Managing Director and CEO Heron Resources Ltd FTI Consulting

Tel: [phone] [phone]

Email: [e-mail] [e-mail]

Heron (Canada)

Tel: [phone](Toronto)

Heron Resources Limited

ASX/TSX Release 17 July 2017

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This report contains forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws, which are based on expectations, estimates and projections as of the date of this report. This forward-looking information includes, or may be based upon, without limitation, estimates, forecasts and statements as to management's expectations with respect to, among other things, the timing and amount of funding required to execute the Company's exploration, development and business plans, capital and exploration expenditures, the effect on the Company of any changes to existing legislation or policy, government regulation of mining operations, the length of time required to obtain permits, certifications and approvals, the success of exploration, development and mining activities, the geology of the Company's properties, environmental risks, the availability of labour, the focus of the Company in the future, demand and market outlook for precious metals and the prices thereof, progress in development of mineral properties, the Company's ability to raise funding privately or on a public market in the future, the Company's future growth, results of operations, performance, and business prospects and opportunities. Wherever possible, words such as "anticipate", "believe", "expect", "intend", "may" and similar expressions have been used to identify such forward-looking information. Forward-looking information is based on the opinions and estimates of management at the date the information is given, and on information available to management at such time. Forward-looking information involves significant risks, uncertainties, assumptions and other factors that could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking information. These factors, including, but not limited to, fluctuations in currency markets, fluctuations in commodity prices, the ability of the Company to access sufficient capital on favourable terms or at all, changes in national and local government legislation, taxation, controls, regulations, political or economic developments in Canada, Australia or other countries in which the Company does business or may carry on business in the future, operational or technical difficulties in connection with exploration or development activities, employee relations, the speculative nature of mineral exploration and development, obtaining necessary licenses and permits, diminishing quantities and grades of mineral reserves, contests over title to properties, especially title to undeveloped properties, the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drill results and other geological data, environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding, limitations of insurance coverage and the possibility of project cost overruns or unanticipated costs and expenses, and should be considered carefully. Many of these uncertainties and contingencies can affect the Company's actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company.

Prospective investors should not place undue reliance on any forward-looking information. Although the forward-looking information contained in this report is based upon what management believes, or believed at the time, to be reasonable assumptions, the Company cannot assure prospective purchasers that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Company nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Company does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law. No stock exchange, regulation services provider, securities commission or other regulatory authority has approved or disapproved the information contained in this report.

ASX/TSX Release Heron Resources Limited 2 of 2

8019532_336.docx v2

Chairman's Letter

Dear Shareholders,

On behalf of the Heron Board, I am pleased to provide you with this Notice of Meeting for the Proposed Funding Package for the construction and operation of the Company's Woodlawn Zinc-Copper Project in NSW, Australia.

The development of Woodlawn has been our stated objective for the last three years and a principal driver for the merger between Heron and TriAusMin that was completed in 2014. Since the merger, Heron has continued to advance the Woodlawn Project through a Preliminary Economic Assessment completed in 2015, a Feasibility Study completed in 2016 and now the securing of the development funding that will enable construction to commence. In addition, in early 2017 we restructured our project portfolio through the spin-out of non-Woodlawn assets into Ardea Resources Limited. This provided Heron with an opportunity to return value to Shareholders via an in-species distribution of Ardea shares, while ensuring that our focus remained firmly on the development of Woodlawn.

The Proposed Funding Package is now being presented to all Heron Shareholders to consider at a meeting to be held on Thursday, 17 August 2017.

Approval of the Proposed Funding Package will deliver a complete financing solution for Woodlawn and enable Heron to commence construction immediately. With commissioning expected to commence in late 2018, we anticipate that we will be delivering zinc into a market which is becoming increasingly constrained in terms of mine supply. The price outlook for zinc, our principal export commodity, is therefore very positive. Heron's transition to becoming a significant producer of zinc and other metals will be a major milestone for the Company.

The Board believes that all the Resolutions referred to in this Notice of Meeting are in the best interests of the Company and its Shareholders and encourage you to vote in favour of all the Resolutions. You should note that all Resolutions must be passed to give effect to the Proposed Funding Package. The Independent Directors who hold or control Shares intend to vote in favour of all the Resolutions (subject to no superior proposal emerging).

The Proposed Funding Package

On 30 June 2017, the Company announced a A$240 million funding package that was strongly supported by cornerstone private equity funds as well as by the wider institutional investor market.

The Proposed Funding Package will see Heron fully funded through construction and ramp-up at Woodlawn and was arrived at after a thorough and considered investigation of the funding options available to the Company. In the opinion of the Board, the Proposed Funding Package provides the best means for advancing the Woodlawn Project into production. With all major contracts and approvals in place, Heron intends to commence construction of Woodlawn immediately upon completing the transaction.

The Proposed Funding Package comprises a structured investment by the Orion Mine Finance Group including senior debt, a silver stream prepayment, a lead marketing arrangement, and an equity investment, together totalling approximately A$129 million. In addition, the Company has secured equity investments from existing shareholder Greenstone and co-investment parties (the Greenstone Parties) for approximately A$42 million, from Castlelake for approximately A$33 million, and from a placement to institutional investors for A$32 million. Finally, the Company has announced a Share Purchase Plan for eligible existing Shareholders to raise up to an additional A$5 million. Further details are provided in the Explanatory Statement.

Heron Resources Limited - ABN 30 068 263 098