HEEMSKIRK CONSOLIDATED LIMITED

ACN 106 720 138

OFFER DOCUMENT

For a renounceable Rights Issue of 10 New Shares for every 7 Shares held by Shareholders registered at 7.00pm Melbourne time on 21 December 2015, at an issue price of $0.03 per New Share to raise $9,925,632 before costs of the issue.

Eligible Shareholders may also apply for additional Shares pursuant to the Shortfall Facility.

The Rights Issue is fully underwritten.

IMPORTANT NOTICE

This document is not a prospectus. It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered by this document.

This document is important and should be read in its entirety. If you do not understand its contents or you are in doubt as to the course of action you should take, you should consult your stockbroker, accountant or other professional adviser without delay.

If you do not lodge an Entitlement and Acceptance Form together with payment by 5.00pm Melbourne time on 15 January 2016, you will not be issued New Shares in the Company.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

CONTENTS

OFFER DOCUMENT 1

1. KEY DATES 3

2. CHAIRMAN'S LETTER 4

3. KEY FEATURES OF THE OFFER 6

4. DETAILS OF THE OFFER 7

5. ACTION REQUIRED BY ELIGIBLE SHAREHOLDERS 9

6. INVESTOR PRESENTATION 13

7. IMPORTANT INFORMATION 31

8. GLOSSARY 36

9. CORPORATE DIRECTORY 38

1. K EY D ATES

   This Offer Document is dated 15 December 2015.

   
   

   Event	Date
   Announcement of Rights Issue	15 December 2015
   Dispatch of notices to Shareholders informing of Rights Issue	16 December 2015
   Ex Date	17 December 2015
   Rights trading commences	17 December 2015
   Record Date	21 December 2015
   Offer Document and Entitlement and Acceptance Form Despatched and announcement that despatch completed	23 December 2015
   Rights trading ends	8 January 2016
   Securities Quoted on a deferred settlement basis	11 January 2016
   Closing date for receipt of Entitlement and Acceptance Form	15 January 2016
   ASX notified of under subscriptions	20 January 2016
   Dispatch of New Shares transaction confirmation statement and Deferred Settlement Trading ends	22 January 2016

   The timetable above is indicative and may be subject to change without notice. The Company, in consultation with the Underwriter reserves the right, subject to the Corporations Act and the ASX Listing Rules, to amend or vary any or all of the dates and times without notice. The Company also reserves the right to extend the closing date of the Offer, accept late applications and to withdraw the Offer without prior notice.

2. C HAIRMAN'S LETTER

Heemskirk has finalised the construction costs associated with the development of Stage 1 the Moberly Frac Sand Project, paving the way for execution of a construction contract and satisfaction of the conditions precedent to drawdown on tranche 1 US$25 million of the US $40 million Debt Financing Facility provided by Taurus Funds Management.

The capital costs associated with construction of the Plant have increased by 14% to US$23.9 million. This increased cost along with costs associated with mine haul road construction, engineering and insurances now total US$26.6 million. The increase in the plant construction cost is primarily due to the withdrawal of an electrical subcontractor who was responsible for the design, supply and installation of the electrical component of the project. Subsequent to the withdrawal, the electrical component was retendered at a higher price and to a new independent electrical subcontractor. The new tender process has affected both the cost of the installation element and the timeline (which has been extended from 12 to 14 months). The Company's working capital requirements have also been adjusted for the revised timeline.

In order to fully satisfy the conditions precedent to drawdown under the Debt Financing Facility and execute the construction contract, the Company has made the decision to complete a fully underwritten A$10 million (approximately) Renounceable Rights Issue. The implementation of the Rights Issue addresses the costing issues to progress Stage 1 of the Project. The Company will also advance the engineering design work on Stage 2 expanded production case of 600,000 tpa. This will take approximately 18 months. Importantly, the Rights Issue proceeds will provide the Company with sufficient working capital beyond the commission of Stage 1 of the Plant.

The Rights Issue offers Shareholders the ability to acquire shares in the Company at an attractive price at the time of this Offer, and in quantities that would be very hard to achieve on market. The Rights Issue also allows for a Shortfall Subscription Facility to allow eligible Shareholders to subscribe for additional new shares above their pro rata allocation, providing them with the opportunity to increase their interest in HSK and share further in the future performance of the Company.

This Offer Document describes in detail the Company's Offer to Eligible Shareholders of a renounceable Rights Issue which entitles you to acquire 10 New Shares in the Company for every 7 Shares you hold, at a price of $0.03 per New Share. A maximum of 330,854,387 New Shares will be issued and the New Shares will rank equally with the Company's existing Shares on issue. The Closing Date for acceptance and payment is 5.00pm Melbourne time on 15 January 2016.

Further information on the Offer is set out in this Offer Document.

You should carefully consider this Offer Document in its entirety and consult your financial adviser before making an investment decision. In particular, you should consider the 'Key Risks' section of the Company's Investor Presentation included in Section 6 of this Offer Document which contains some of the key risks associated with an investment in the Company.