Securities Law & Instruments

Headnote

Application by a reporting issuer for an order that it is not a reporting issuer in Ontario -- Based on diligent inquiry, residents of Canada (i) do not directly or indirectly beneficially own more than 2% of each class or series of outstanding securities of the issuer worldwide, and (ii) do not directly or indirectly comprise more than 2% of the total number of shareholders of the issuer worldwide -- Issuer has provided notice through a press release that it has submitted an application to cease to be a reporting issuer.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

IN THE MATTER OF THE SECURITIES ACT R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act) AND IN THE MATTER OF HERON RESOURCES LIMITED (the Filer)

ORDER (Subclause 1(10)(a)(ii))

UPON the Director having received an application from the Filer for an order under subclause 1(10)(a)(ii) of the Act that the Filer is not a reporting issuer in Ontario;

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the Commission);

AND UPON the Filer representing to the Commission as follows:

1. The Filer is a corporation existing under the Corporations Act 2001 (Australia).

2. The Filer's head office is located at Suite 702, 191 Clarence Street, Sydney, NSW 2000.

3. The Filer's authorized capital consists of an unlimited number of ordinary shares without par value. As at March 31, 2020, the Filer had 428,680,506 issued and outstanding ordinary shares, 730,000 outstanding stock options, and 1,160,000 outstanding performance rights.

4. Canadian residents hold an aggregate of nil stock options and nil performance rights.

5. The ordinary shares of the Filer are currently listed on the Australian Securities Exchange (the ASX), under the trading symbol "HRR".

6. The Filer is subject to all applicable corporate requirements of a company formed in Australia, applicable Australian securities laws and the rules of the ASX. The Filer is not in default of any requirements of Australian law or the rules or requirements of the ASX applicable to it.

7. The Filer is not a reporting issuer in any other jurisdiction in Canada other than Ontario and is not in default of securities legislation in Ontario.

8. The Filer qualifies as a "designated foreign issuer" under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71-102).

9. The Filer has no present connection to Canada other than a limited number of securityholders.

10. In support of the representation set forth in paragraph 12 below concerning the percentage of outstanding ordinary shares and the total number of securityholders in Canada, the Filer reviewed its share register and issued beneficial tracing notice to nominee shareholders. Under section 672A of the Corporations Act, an ASX listed company may at any time issue a tracing notice to a registered shareholder requiring that person to disclose details of all persons who have a beneficial interest in the relevant shares. Disclosure is mandatory and must be made within the specified time period outlined in the tracing notice.

11. Based on the Filer's diligent inquiries described above, the aggregate beneficial ownership of the Filer's ordinary shares in Canada as at April 6, 2020 consists of 33 shareholders beneficially owning an aggregate of 6,197,560 ordinary shares, representing approximately 1.58% of the total number of shareholders of the Filer and approximately 1.45% of the total outstanding ordinary shares.

12. Accordingly, based on the foregoing, as of April 6, 2020, resident of Canada do not:

(a) Directly or indirectly beneficially own more than 2% of each class or series of outstanding securities (including debt securities) of the Filer worldwide; and

(b) Directly or indirectly comprise more than 2% of the total number of securityholders of the Filer worldwide.

13. In the past 12 months, the Filer has not taken any steps that indicate there is a market for its securities in Canada, including conducting a prospectus or private placement offering in Canada, establishing or maintaining a listing on an exchange in Canada or having its securities traded on a marketplace or any other facility in Canada for bringing together buyers and sellers where trading data is publicly reported.

14. The Filer has no current intention to publicly distribute any securities in Canada, nor does it intend to seek financing by way of a public offering of its securities in Canada.

15. The Filer's ordinary shares were previously listed on the Toronto Stock Exchange (the TSX) and the ordinary shares were delisted from the TSX on March 29, 2018 (the Delisting).

16. The Filer's securities are not, and have not been since the Delisting, traded on a Canadian marketplace as defined in National Instrument 21-101 -- Marketplace Operation and the Filer does not intend to have its securities listed, traded or quoted on such marketplace in Canada.

17. The Filer has provided advanced notice, via a news release that was disseminated on June 11, 2018 and filed under the Filer's SEDAR profile, to Canadian-resident securityholders that it has applied for an order to cease to be a reporting issuer in Ontario and that, if that order is made, the Filer will no longer be a reporting issuer in any jurisdiction in Canada.

18. All continuous disclosure required to be made by the Filer under applicable Australian securities laws and ASX requirements is publicly available to all of the Filer's securityholders through the Filer's website at www.heronresources.com.au and on the website of the ASX at www.asx.com.au. Given the Filer's status as a "designated foreign issuer" under NI 71-102, such disclosure will be substantially the same as the continuous disclosure to which Canadian-resident holders of ordinary shares currently have access.

19. The Filer has provided an undertaking to the Commission to deliver to its Canadian registered securityholders all continuous disclosure the Filer is required to deliver to its non-Canadian registered securityholders under applicable Australian securities laws and ASX requirements.

AND UPON the Commission being satisfied that it would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subclause 1(10)(a)(ii) of the Act that, for the purposes of Ontario securities law, the Filer is not a reporting issuer.

DATED at Toronto, Ontario on this 26th day of June, 2020.

"Cecilia Williams"
Commissioner
Ontario Securities Commission
"Mary Anne De Monte-Whelan"
Commissioner
Ontario Securities Commission