603 page 1/2

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

ToCompany Name/Scheme Heron Resources Limited

ACN/ARSN 068 263 098

1. Details of substantial holder (1)

Name Heron Resources Limited

ACN/ARSN (if applicable) 068 263 098

The holder became a substantial holder on 12 December 2014

2. Details of voting power

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

(2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

3. 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:

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

603 page 2/2

6. Associates

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

7. Addresses

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

Signature

print name Simon Smith capacity Company Secretary

sign here

Date 15 December 2014

DIRECTIONS

(1) If there are a number of substantial 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 form. 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 membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

(2) See the definition of "associate" in section 9 of the Corporations Act 2001.

(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

(4) The voting shares of a company constitute one class unless divided into separate classes.

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

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

(7) Include details of:

(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

(b) any qualification of the power of a 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 applies).

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

(8) If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write "unknown".

(9) Details of the consideration must include any and all benefits, money 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 even if the benefit is 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 associate in relation to the

acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Heron Resources Limited

ABN:30088 2e3 088

R GISTERI:D OFFICI!

QLeve!1,37 Orci Street,Weat Perth WA 8005

Ili P O Box 1380, Weat Perth WA 6872

•heronGheronreaouroea.com.au

"+618 92154444

11 Deeember2014
Sprott lnc. SouthTower
200 Bay Street. Suite 2750
Toronto,Ontario M5J 2J1

CANADA

Exploratlon CapitaiPartners 2008 Limited Partnershlp
1910 Palomar PointWay
Sulte200
Carlsbad,California 92008
United States
Attentlon:Peter Grosskopf

Heron Resourc11Llmltad - Compoaltlon of Bo1rd

1. S.ckground

On 21November 2014, at the annusi generaimeeting (AGM)Heron Resources Umtted (Heron), Heron recelved a second strike vota agalnst lts remuneratlon report forthe flnancfalyear ended 30 June 2014 and
the shareholders approved the convenlng of a spii/ meeting (SplllMeeting).
At the conclusion of the AGM. Sprott lnc, and Exploratlon Capitai Partners 2008 Umited Partnershlp (together, Sprott) presented Heron with a •Notice of Prcposal to move Resolutions at next Generai Meeting pursuant to Sectiona 248N and 249P of the Corporations Act (Cth)" (Notlces) belng a move to
appoint three nomlnees to the board of dlrectors of Heron (Board).

2. Proposal

Heron and Sprott wiah to resolve the matter with respect to the composition of the Board. Heron hereby sets out the terme of the propoaed reaolution.
Upon acceptance by Sprott, this letter wlll conatitute a binding agreement between the parties In relatlon to

the proposed reaolution.

a) Spii! Meeting

Heron wlll convene the Splll Meeting on « before 12 February 2015 or aa soon aa practlcable thareafter.
Heron muat make avallable in advance to Sprott a draft of the natica of meeting far the Splll Meeting and (acting raaaonably and in good falth) take lnto accounfor the purpose of amending the draft, any commenta from Sprott on the draft.
b) ADpointment of Sprott Nominea
lmmedlataly on execution of this letter,Heron willappoint:
l. Mr Borden Putnam 111; or
n. any other alternative nominee who is lndependent for the purposes of appllcable TSX requlramenta far ''lndependence". as agreed between Hercn and Sprott (both acting raaaonably and expedltioualy),

SYDNEY OFFICE:

ç level7, 181Clnnce St, Sydney NSW 2000

CANADtAN CONTACT:

" 1 805 7278688

• ·-

(SprotlNomlnee) to the Board of Director& of Heron as an ildepenclent non-executlve director. c) SD!'ott Undtttaklngs

Sprott undertakes to:

i. lmmedlatety wlthdraw the Notices by wrttten notiflcatlon to that effect to Heron;

ii. vote In favour of those resolutlons to be considered at the Spill Meeting relating to the re-election d
the Sprott Nomlnee and Messrs lan Buchhom, Stephen Dennis and Cralg Readhead;and
Iii. vote against any other resolution to be consldered at the Spill Meeting relatlng to the electlon of any person other than those speclfied In paragraph (c)(il) above.

d) Herqt Undtdak!ng

Heron undertakes to Include in the notlce of meeting for the Spill Meeting atatements that the directors of Heron recommend that ahareholdera vota In favour of aliof the persona specified ln'paragraph (c}(ll)
above at the Spill Meeting and vota agalnst any other resolutlon to be considered at the Spln Meeting
ralatlng to the electlon of any peraon.

e) Board stryctyre

Subject to the terms or thls Iettar and in partlcular,the re-election of the parties referred to In paragraph (c)(ii) above, as soon as practlcable aft8r the SpillMeeting, reprasentatlves of Heron and Sprott wlll meet in good faith and acting reasonably to discuss the overaU structure of the Board (Revfew).
lt ls lntended the Review shall have regardlng to the following requlrernents:
i. the Board is to be comprised of a majorlty of independent dlrectors (as cletennined In accordance wlth applicable TSX requirements for "lndependence") who have a compllmentary mlx of skllla and expertise whlch are best sulted to meeting the strategie objectlvea of Heron;
il. a declslon as to the appolntment of Chalrman ot the Board wlllbe made durtng the Revlew,it

being understood that the current Chalrman of the Board wlft not offer hlmself for conalderatiOn

to be appoinled to this positlon;and
Ili. any chairman appolnted must be independent for the purposes of applicable Austranan and
Canadian securftles legislation.
Ali changes resulting from lhe Review ahall be implemented at soon aa practicable,but no later than a period of 3 months foUowing the SpillMeeting.

f) Olher resolutlons

Heron and Sprott also commH to revlsltlng the resolutlons consldered at the AGM relatlng to the Jsaue of shares and optlons to the Directora wfth a view to these resolutiona belng considered at a meeting of membersln 2015.
g) Pt'Us BeftiH
trrvnediately on executlon by Sprott of this Iettar, the partles will jointly issue a presa releese in a fonn agreed by the partlea,acUng reaaonably.

3. Mlectllaneoua

a) This letttr conatitutes the entire agreement of the partiea about its subject metter and supersedes ali prevlous agreements,understandings and negotiatlons on that subject metter.
b) Each party must use lts beat endeavours (lncluding execut!ng agreements and documenti) to give full

effect to thls Iettar and the matters contemplateci by 1t.

c) Thls 1etter wfn be govemed by and conatrued In accordance wlth the law of Western Australia end the
Partles agree to submit to the excluslve jurisdlctlon of the courts of Western Australia.
d) No modiffcatlon, amendment or other variatfon of thla Iettar wlllbe vaUd or blndlng on a party unless
made in writing and duly executed or slgned by bolh partles.

e) This letter may be executed in any number of counterparts. Ali countsrparts together will be taken to

constitute one instrument.

4. Acceptance
Please conflrm your acceptance of the matters set out above by signing In the piace indlcated below and then return the originai of thls Iettar to Heron before 8am WST on 12 December 2014.
Signed aa a deed.
EXECUTED by HERON RESOURCES UMITED (ABN 30 088 213 018) In accordance wlth sectlon 127 ofthe Corporations Acl by:

-·")

oaol

Director Dii'ector/Secretary

Nama of Director (print) Name of Dlrector/Secretary (print)
We the undersigned hereby aççept the matters set out in lhls Iettar. EXECUTED by SPROTT INC.In accordance
with lts constituent documenta:

Name of authoriled aignatory (print)

EXECUTED by EXPLORATION CAPITAL PARTNERS 2001UMITED PARTNERSHIP in accordance wfth lts 'COnstltuent documents:

Àuthorised signatory

Gretchen Carter, CFO

Resource Cspltallnvestment CCJrp.

Generai Partner

Name of authorised signatory {print)