EMERALD RESOURCES NL — M&A Activity 2016

Nov 13, 2016

14 November 2016

ASX Announcement

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Emerald Completes Compulsory Acquisition of Renaissance Minerals Limited

Emerald Resources NL (ASX: EMR) (‘Emerald’) is pleased to announce that is has completed the compulsory acquisition of the remaining ordinary shares in Renaissance Minerals Limited (“Renaissance”) under the compulsory acquisition provisions of the Corporation Act 2001 (Cth) such that Emerald now holds 100% of Renaissance.

Claim forms have been dispatched to former Renaissance shareholders who did not accept Emerald’s takeover offers on or prior to the closing date. These persons will need to complete and return the claim form so that the consideration which they are entitled to can be transferred to them.

For and on behalf of the Board.

Morgan Hart Managing Director

Emerald Resources NL | ACN 009 795 046 | 1110 Hay Street, West Perth Western Australia 6005 PO BOX 1408 West Perth Western Australia 6872 | T: 1300 729 528 E: info@emeraldresources.com.au

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10 November 2016

Dear former Renaissance Minerals shareholder,

Completion of compulsory acquisition of Renaissance Minerals shares

I am writing to you in relation to the off-market takeover offer by Emerald Resources NL ACN 009 795 046 ( Emerald ) for all the issued ordinary shares in Renaissance Minerals Limited ACN 141 196 545 ( Renaissance ) which closed on 30 September 2016 ( Prior Offer ).

On 7 October 2016, Emerald announced that it would proceed with compulsory acquisitions of all remaining Renaissance shares in which it does not have a relevant interest ( Compulsory Acquisition Shares ) under the compulsory acquisition provisions of the Corporations Act 2001 (Cth) ( Corporations Act ). On the same day, Emerald issued a notice of compulsory acquisition following its takeover bid to compulsorily acquire your Renaissance shares on the same terms[1] as the Prior Offer ( Notice ). The Notice was sent to you under cover of a letter dated 5 October 2016.

In accordance with the Corporations Act, Emerald has now completed the compulsory acquisition of your Renaissance shares and you are no longer a shareholder in Renaissance. Emerald has been registered as the holder of all Compulsory Acquisition Shares and you are now entitled to claim the consideration in respect of those Renaissance shares that you previously held.

The consideration is being held on trust for you, pending receipt of directions as how to deal with it. We cannot transfer the consideration to you without your formal instructions.

A claim form for the purposes of claiming the total consideration due to you is enclosed .

Please complete the claim form and return it as soon as possible to Security Transfer Registrars in accordance with the instructions on the form.

Note that if you were an Ineligible Foreign Shareholder, the Emerald Shares that would otherwise be issued to you in consideration for your Compulsory Acquisition Shares will be sold by a nominee and you will receive the net proceeds of this sale[2] .

It should be noted that if you do not instruct Emerald as to how to deal with the consideration payable to you within applicable statutory timeframes, it is anticipated that the unclaimed consideration will become unclaimed moneys, and may be transferred to the Australian Securities and Investments Commission to be dealt with as unclaimed monies.

Capitalised terms have the meaning set out in the Bidder’s Statement dated 19 August 2016.

If you have any questions or require additional assistance, please call Emerald’s share registry on +61 8 9315 2333.

For and on behalf of the Emerald Board.

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Simon Lee AO Chairman

1 The terms of the Prior Offer were 1.55 Emerald Resources NL Share for every 1 Renaissance Minerals Limited Share.

2 For further information on the treatment of Foreign Shareholders please see section 9.16 of the Bidder's Statement.

Emerald Resources NL | ACN 009 795 046 | 1110 Hay Street, West Perth, Western Australia 6005 PO Box 1408 West Perth WA 6872 T | 1300 729 543 F | 1300 729 528 E | info@emeraldresources.com.au

SHARE REGISTRY: Security Transfer Australia Pty Ltd PO BOX 535, APPLECROSS WA 6953 AUSTRALIA Ph: (08) 9315 2333 Fax: (08) 9315 2233 Email: registrar@securitytransfer.com.au Website: www.securitytransfer.com.au

EMERALD RESOURCES NL PO BOX 1408

WEST PERTH WA 6872

Compulsory Acquisition Claim Form

Use this form to claim your consideration for the compulsory acquisition of your Renaissance Minerals Limited ACN 141 196 545 (“RNS”) Shares by Emerald Resources NL ACN 009 795 046 (“EMR”).

1. Your details

Holder Number «Holder_name» Number of Renaissance «Address_line_1» Minerals Limited Shares held by «Address_line_2» you as at 7 November 2016 «Address_line_3» Emerald Resources NL shares «Address_line_4» to be issued as consideration «Address_line_5» (on the basis of 1.55 share for every 1 RNS Shares)

If any of the above address details are incorrect, please amend them and initial the alterations. Please note that if you are sponsored by a broker you must notify your broker of any changes.

Your Renaissance Minerals Limited Shares have been compulsory acquired by Emerald Resources NL. Please read your letter from Emerald Resources NL dated 5 October 2016. The consideration for your RNS Shares has been received and is being held in trust for you pending receipt of your instructions as to how to deal with it. To claim your consideration for this acquisition, you must sign in the box below and return this form.

2. Sign in the box below

Sign in the box below and return this form.

By signing in the box below you are claiming the consideration for all Renaissance Minerals Limited Shares formerly registered as held by you. You are claiming the shares shown above and are also enabling the registration of Emerald Resources NL shares to which you are entitled in your name(s), subject to the terms that applied to the acquisition of RNS shares under EMR’s takeover bid (as set out in the EMR Bidder’s Statement dated 19 August 2016 including that Foreign Shareholders Parcel Shareholders will receive the cash proceeds from the sale of the EMR Shares rather than the EMR Shares shown above. Receipt of payment by you (apart from any accidental loss of documents in the post) and registration of entitled EMR shares (where applicable) will discharge all obligations of Renaissance Minerals Limited and Emerald Resources NL to you in respect to this compulsory acquisition of RNS shares.

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Individual or first joint Shareholder 1 Shareholder 2 Shareholder 3
Sole Director and Sole Secretary Director Director/Secretary
Day Month Year
/ /
Please provide a business hours telephone number so that we can contact you if necessary.
Your Telephone No:
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You must complete, sign and return this Claim Form to one of the addresses shown overleaf.

How to Claim your Consideration for the Compulsory Acquisition

This document is important. If you are in doubt as to how to deal with this Claim Form please contact your Stock Broker or licensed Professional Advisor. Any other queries can be directed to the share registry Emerald Resources NL:

Security Transfer Australia Pty Ltd PO Box 535, Applecross WA 6953 AUSTRALIA 770 Canning Highway, Applecross WA 6153 AUSTRALIA Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

Additional Notes

1. Joint holding – where the holding is in more than one name, all of the security holders must sign.

– Power of attorney to sign this form under power of attorney, you must send a certified copy of the power with the form, and will have declared that you have no notice of revocation of the power.

Deceased estate – all executors and administrators must sign and, a certified copy of probate, letter of administration or certificate of grant must accompany this form along with a certificate of death or succession duties (where required by law for the purpose of transfer) and (if necessary a statement in terms of section 1071B(9)(b)(iii) of the Corporations Act).

Companies – this form must be signed by either 2 directors or a director and a company secretary (and sealed if required in accordance with the company’s constitution) or by a duly appointed attorney. If you are a sole director and, pursuant to the Corporations Act there is no company secretary, or you are also the sole company secretary, you may sign alone.

Fill out and return this Claim Form to one of the addresses as shown below.

By mail By hand EMERALD RESOURCES NL EMERALD RESOURCES NL Security Transfer Australia Pty Ltd Security Transfer Australia Pty Ltd PO Box 535 770 Canning Highway APPLECROSS WA 6953 AUSTRALIA APPLECROSS WA 6153 AUSTRALIA

Privacy Statement

Personal information is collected on this form by Security Transfer Australia Pty Ltd ( STA ), as registrar for securities issuers ( the issuer ), for the purpose of processing your acceptance of the Offer, maintaining registers of security holder, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to your related bodies corporate; to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by STA, or you would like to correct information that is inaccurate, incorrect or out of date, please contact STA. In accordance with the Corporations Act, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting STA. You can contact STA on (08) 9315 2333, by posting to the above address, or by email to registrar@securitytransfer.com.au.