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Heron closes TriAusMin acquisition, lists on TSX

2014-08-20 09:44 ET - News Release

Mr. Wayne Taylor reports

HERON RESOURCES LIMITED ANNOUNCES IMPLEMENTATION OF SCHEME OF ARRANGEMENT AND TSX LISTING

Heron Resources Ltd. has completed the implementation of the scheme of arrangement pursuant to the terms of the previously announced and filed scheme implementation agreement dated March 8, 2014, between the company and TriAusMin Ltd. to acquire all of the issued and outstanding ordinary shares of TriAusMin.

Pursuant to the scheme, the company acquired all of the issued and outstanding ordinary shares of TriAusMin, and issued, as consideration to all eligible shareholders of TriAusMin, one ordinary share of Heron for every 2.33 TriAusMin shares held.

The Toronto Stock Exchange has approved the listing of the Heron shares, which commenced trading on a normal settlement basis on the TSX under the trading symbol HER effective today. Heron shares issued as consideration under the scheme also commenced trading on a normal settlement basis on the Australian Securities Exchange today (under the trading symbol HRR). Holding statements for the new Heron shares have been dispatched to the eligible TriAusMin shareholders.

BHP Minerals Holdings Pty. Ltd., a private Australian company and a subsidiary of BHP Billiton Ltd., held, directly and indirectly, 37,577,126 Heron shares prior to the completion of the scheme. Following implementation of the scheme, BHP's holdings of 37,577,126 Heron shares represent approximately 10.4 per cent of the total number of Heron shares. The scheme occurred concurrently with an application to list the Heron shares on the TSX, and upon the effective time of listing of the Heron shares on the TSX, Heron became a reporting issuer in Canada as such term is defined under applicable Canadian securities law. BHP directly and indirectly holds the Heron shares for investment purposes, and may, from time to time, depending on market and other conditions, increase or decrease its director or beneficial ownership, control or direction over such Heron shares or other securities of Heron, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise. For the purposes of National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, BHP's address is Level 12, 171 Collins St., Melbourne, Victoria, 3000, Australia, and a copy of the applicable early warning report can be obtained from Canadian counsel to Heron, Peterson Law Professional Corp., attention: David Gardos at 1-647-259-1786, or shortly under Heron's SEDAR profile.

We seek Safe Harbor.

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