Heron Resources : Notice of Initial substantial Holder

Form 603

Corporations Act 2001 Section671B

Notice of initial substantial holder

To Company Name/Scheme Heron Resources Limited

603 page 212 15 July 2001

ACN ARSN 068 263 098

..... ·····-······- -----------------------------1

1. Details of substantial holder (1) Name

CasUelake Ill. LP. (Castlelake Ill), Castlelake IV, LP. (Castlelake IV) and each of the related bodies corporate in the CasUelake group worldwide (for more details please visit www.castlelake.com}, including the major subsidiaries and associated companies listed inAnnexure A

ACN/ARSN (if applicable) N A

The holder became a substantial holder on 4 July 2017

1. Details of voting power

   The total number of votes attached to all the voting sharesin the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3} in on the date the substantial holder became a substantial holder are as follows:

   Class of securities (4)

   Number of securities

   ....Person's votes (5)

   Voting power (6)

   Ordinary Shares 45,856, 116

   45,856, 116

   9.95%

2. Details of relevant interests

   The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

   Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
   Castlelakelll	Registered holder of the ordinary securities acquired by virtue of the subscription agreement entered into by Castlelake Ill, CastlelakeIV and Heron Resources Limited (a copy of whichis attached at Annexure B).	·······- 22,928,058 ORD
   CasllelakeIV	Registered holder of the ordinary securities acquired by virtue of the subscription agreement entered into by Castlelake Ill, CastlelakeIV and Heron Resources Limited (a copy of whichis attached at Annexure B).	22,928,058 ORD
   - Castlelake Ill and Castlelake IV's related bodies corporate	Entities controlling Castlelake Illand Casllelake IVare deemed to have the same relevant interests as those entities, and other group entities are associates	45,856, 116 ORD

   . "··-·-·

3. Details of f)resent registered holders

Holder of relevant interest	Registered holder of . securities	Person entitled to be registered as holder (8)	Class and number of securities
Casllelake Ill	Castlelake Ill	Castlelake Ill	22,928,058 ORD
Castlelake IV	CasUelake IV	CasUelake IV	22,928,058 ORD .....

The persons registe·red as holders of the securities-referred to in paragraph 3 above are as follows:

1. Consideration

   The consideration paid for each relevant interest referred o in paragraph 3 above, and acquiredin the four months prior to the day that the substantial holder

   became a substantial holder is as follows: --

   Holder of relevant Date of acquisition Consideration (9) Classand number interest ofsecurilies

   - Cash l Non-cash

   Castlelake Ill 4 July 2017 $1,604,964.06 22,928,058ORD

   --· -··· ·······--·-·

   CastlelakeIV 4 July 2017 $1,604,964.06 22,928,058 ORD

2. Associates

   The reasons the persons named in paragraph 3 above are associates of the substanlial holder are as follows:

   ..... ···-··.

   Name and ACN/ARSN (if applicable)	Nature of association
   Casllelake Ill and Castlelake IV's related bodies corporate	Related bodies corporate of the registered holders of securities listed above

3. Addresses

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

Name Address

4600 Wells Fargo Center

Castlelakelll 90 South Seventh Street Minneapolis, MN 55402

United States of America 4600 Wells Fargo Center 90 South Seventh Street

CastlelakeIV

Minneapolis, MN 55402

Unlted States of America

4600 Wells Fargo Center

Castlelake Illand CastlelakeIV's 90 South Seventh Street related bodies corporate Minneapolis, MN 55402

-·· .. ....

United States of America ....

Signature

print name Kevin Hiniker, for CasUe ke, L.P.,Investment Manager for and on behalf of capacity Vice President Casll ak Ill, L. . and , stlelake IV, LP.

sign here LITT41i:=- date 05/07/2017

DIRECTIONS

(1) Ifthere are a number of substanl al holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the fonn. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membershipof each group, with the nams and addresses of members is clearly set out in paragraph 7 of the form.

1. Seethe definition of "associate" in section 9 of the Corporations Act 2001.

2. See the definition of "relevantinterest"in sections 608 and 6718(7) of the Corporations Act 2001.

1. The voting shares of a company constitute one class unless divided into separate classes.

2. The total number of votes attached to all the voting shares in the company or votinginterests in the scheme (if any) that the person or an associate has a relevant interest in.

1. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

2. Include details or:

3. any relevant agreement or olher circumstances by which the relevantinterest was acqui.-ed. If subsection 6718(4) applies, acopy of any document setting out the terms of any relevant agreement, and a statement by the person giving toll and aocurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement: and

4. any qualification of the power ora person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification appl es).

   See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

5. If the substantial holderis unable to determine theidentity of lhe person (eg. if the relevant interesl arises because of an option) write "unknown."

6. Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included evenif the benefitis conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associatein relation to the acquisitions, evenIf they are not paid directly to the person from whom the relevant interest was acquired.

7. Annexure A

   This is Annexure A of one page referred to in Form 603 Notice of initial substantial holder by Castlelake III, L.P., Castlelake IV, L.P. and their related corporate bodies.

   Signed: Name: Kevin Hiniker

   Capacity: Vice President for Castlelake, L.P., Investment Manager for and on behalf of Castlelake III, L.P. and Castlelake IV, L.P.

   Date: July 5, 2017

   Castlelake III, L.P. is associated with Castlelake III GP, L.P. (its General Partner) and Castlelake L.P. (its investment manager).

   The following entities are major subsidiaries and associated companies of Castlelake III, L.P.:

8. CL III ES USA, LLC;

9. CL III Debt Solutions (Offshore) LLC;

10. CL III Debt Solutions 2 (Offshore) LLC;

11. CL III Investment Holding Company (Offshore) LLC;

12. CL III USA Investment Holding Company LLC;

13. CL III REO USA LLC;

14. CL III Funding Holding Company;

15. HFET REO USA, LLC; and

16. CL III REO (Offshore) LLC.

Castlelake IV, L.P. is associated with Castlelake IV GP, L.P. (its General Partner) and Castlelake L.P. (its investment manager).

The following entities are major subsidiaries and associated companies of Castlelake IV, L.P.:

1. CL IV ES USA, LLC;

2. CL IV REO (Offshore) LLC;

3. CL IV REO USA, LLC;

4. CL IV Debt Solutions (Offshore) LLC;

5. CL IV Debt Solutions 2 (Offshore) LLC;

6. CL IV Funding Holding Company LLC;

7. CL IV Investment Holding Company (Offshore) LLC; and

8. CL IV USA Investment Holding Company LLC.