Notice of Annual General Meeting and Explanatory Memorandum

Renaissance Uranium Limited ACN 135 531 341

Date of Meeting:	Thursday 17 November 2011
Time of Meeting:	2.00pm (Adelaide time)
Place of Meeting:	Enterprise House (Room 4)136 Greenhill RoadUnleySouth Australia 5061

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of shareholders of Renaissance Uranium Limited ACN 135 531 341 (Company) will be held at Enterprise House, 136 Greenhill Road, Unley 5061, South Australia, in room 4 on Thursday 17 November 2011 at 2.00pm (Adelaide time).

Agenda

Ordinary business

Financial Reports

To receive and consider the Company's Annual Report comprising the Directors' Report and Auditors' Report, Directors' Declaration, Statement of Financial Performance, Statement of Financial Position, Statement of Cashflows and notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2011.

1. Remuneration Report

To consider and, if thought fit, pass the following Advisory Resolution:

"That, the Remuneration Report for the year ended 30 June 2011 (as set out on pages 13 to 19 of the Directors' Report) is adopted."

Terms used in this Notice of Meeting are defined in the "Interpretation" section of the accompanying Explanatory Memorandum.

The Company's Annual Report 2011 is available at website www.renaissanceuranium.com.au.

The vote on this Resolution 1 is advisory only and does not bind the Directors of the Company.

Voting Restriction pursuant to Section 250R(4) of the Corporations Act

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report;
(b) a Closely Related Party of such a member.

However, the above persons may cast a vote on Resolution 1 if:

(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and
(b) the vote is not cast on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member.

ASIC Relief

The Company has obtained relief from ASIC allowing the Chairman to vote undirected proxies on the conditions set out in the Explanatory Memorandum.

Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the resolutions the subject of this Meeting, including Resolution 1.

2. Re-election of Stephen Bizzell as a Director

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

"That Stephen Bizzell, who retires in accordance with Rule 36.2 of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

3. Re-election of Andrew Martin as a Director

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

"That Andrew Martin, who retires in accordance with Rule 36.2 of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

4. Re-election of David Macfarlane as a Director

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

"That David Macfarlane, who retires in accordance with Rule 36.2 of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

5. Re-election of Geoffrey McConachy as a Director

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

"That Geoffrey McConachy, who retires in accordance with Rule 36.2 of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

6. Appointment of Auditor

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company, with or without amendment:

"That in accordance with section 327B of the Corporations Act 2001(Cth), the Company appoints BDO Adelaide (BDO (SA) Partnership) as its Auditor."

General business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

By order of the board

Angelo Gaudio

Company Secretary

07 October 2011

1. Introduction

This Explanatory Memorandum is provided to shareholders of Renaissance Uranium Limited ACN 135 531 341 (Company) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Enterprise House, 136 Greenhill Road, Unley 5061, South Australia, in room 4 on Thursday 17 November 2011 commencing at 2.00pm (Adelaide time).

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Terms used in this Explanatory Memorandum are defined in Section 9.

2. Consider the Company's Annual Report

The Company's Annual Report comprising the Directors' Report and Auditors' Report, Directors' Declaration, Statement of Financial Performance, Statement of Financial Position, Statement of Cashflows and notes to and forming part of the accounts for the Company and it's controlled entities for the financial year ended 30 June 2011 were despatched to Shareholders and released to the ASX Limited on 27 September 2011.

The Company's Annual Report is placed before the Shareholders for discussion. No voting is required for this item.

3. Resolution 1 – Remuneration Report

In accordance with section 250R of the Corporations Act, the Remuneration Report for the Company and its subsidiaries is submitted to the AGM for Shareholder approval. The Remuneration Report is set out on pages 13 to 19 of the Directors' Report section of the Annual Report. The Company's Annual Report for 2011 is available at website www.renaissanceuranium.com.au.

The vote on the resolution is advisory only and does not bind the Directors of the Company.

The Remuneration Report details:

the remuneration of Directors;
the remuneration of the top 4 most highly paid executives of the consolidated entity;
the remuneration of the 4 executives with the greatest authority for the strategic direction and management of the consolidated entity;
any performance hurdles for the exercise of options; and
the reasons for the granting of any specific short and long-term incentives.

Note: For the purposes of calculating remuneration, salary and bonuses (including options) are included.

The Company will allow a reasonable opportunity for the Shareholders to ask questions about, or make comments on, the Remuneration Report.

The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.

Voting restrictions on Key Management Personnel and their proxies and Closely Related Parties

As a result of amendments to the Corporations Act which came into effect on 1 July 2011, members of the Key Management Personnel and their proxies and Closely Related Parties are restricted from voting on a resolution (Voting Restriction) put to Shareholders that the remuneration report of the Company be adopted. Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

The Voting Restriction does not apply where the chairperson or any other member of the Key Management Personnel is appointed in writing (by a shareholder who is not a member of the Key Management Personnel) as a proxy (Management Proxy) with specific instructions on how to vote on a resolution to adopt the remuneration report of the Company.

It is not clear in the amendments to the Corporations Act whether the Management Proxy will be able to vote where the proxy appointment does not give specific instructions on how to vote on a resolution to adopt the remuneration report.

In order to resolve this, during 2011, the Federal Government proposes to amend the Corporations Act to make clear that a Chairperson is permitted to vote undirected proxies on remuneration report resolutions.

In order to ensure strict compliance with the relevant provisions of the Corporations Act in relation to the Voting Restrictions, the Company has obtained from the ASIC relief allowing the Chairman to vote undirected proxies. The relief applies to the casting of a vote of the Chairman in the following circumstances:

(a) David Macfarlane or, in the alternative, Stephen Bizzell has been elected, by either the directors or the members of the Company, to be the chair of the AGM of the Company to be held on or about 17 November 2011 and at any adjournment or postponement of that meeting;
(b) the chair has been appointed by a member of the Company who is not a person mentioned in paragraph (a) or (b) of subsection 250R(4) as the member's proxy to attend and vote for the member at the meeting in relation to the resolution;
(c) the appointment does not specify the way the chair is to vote on the resolution;
(d) the appointment expressly authorises the chair to exercise the proxy in relation to the resolution even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company which includes the chair;
(e) the notice of meeting and the proxy form which accompanies the notice of meeting contains a statement as to how the chair, if appointed as they member's proxy and the appointment does not specify the way the chair is to vote on the resolution, intends to vote on the resolution; and
(f) the proxy form which accompanies the notice of meeting is substantially in the form of the draft proxy form provided to ASIC on 7 October 2011.

4. Resolution 2 - Election of Stephen Bizzell as a Director

Stephen Bizzell retires in accordance with the Company's Constitution and, being eligible, offers himself for re-election as a non-executive director.

Mr Bizzell was appointed on 1 September 2010.

A Chartered Accountant, Stephen spent his early career in the corporate finance division of Ernst & Young and the corporate tax division of Coopers & Lybrand. He is highly experienced in the fields of corporate restructuring, debt and equity financing, mergers and acquisitions and has over 15 years corporate finance and public company management experience in the resources sector in Australia and Canada. Stephen is Chairman of boutique corporate advisory and funds management group Bizzell Capital Partners and an Executive Director of Dart Energy Ltd (since 9 November 2006) (company listed on ASX on 22 July 2010). Stephen was previously an Executive Director of Arrow Energy (from 16 June 1999 to 23 August 2010) until its recent acquisition by Royal Dutch Shell and PetroChina for $3.5 billion. Stephen was instrumental in Arrow's corporate and commercial success and its growth from a junior explorer to a large integrated energy company. During the past three years Stephen has also served as a Director of the following ASX listed companies: Renison Consolidated Mines NL (since 28 June 1996), Bow Energy Ltd (since 17 September 2004), Liquified Natural Gas Limited (from 20 December 2007 to 17 March 2010) (Alternate Director), Apollo Gas Ltd (since 15 August 2009. Ceased quotation on ASX 9 February 2011 following takeover), Hot Rock Ltd (since 22 September 2009), Diversa Ltd (since 25 August 2010), Stanmore Coal Ltd (since 5 October 2009) (company listed on ASX on 9 December 2009).

Mr Bizzell is chairman of the Audit and Risk Management Committee.

The Directors (with Mr Bizzell abstaining) recommend that you vote in favour of this Ordinary Resolution.

5. Resolution 3 – Election of Andrew Martin as a Director

Andrew Martin retires in accordance with the Company's Constitution and, being eligible, offers himself for re-election as a non-executive director.

Mr Martin was appointed on 1 September 2010.

Andrew Martin is an investment banker with a global investment bank. Andrew has worked in a banking or advisory capacity for over 15 years, generally within the infrastructure, utilities and natural resources sectors. In recent years, Andrew has advised on transactions within the power generation, utilities, gas, water, road, rail, port and resources sectors. Andrew has a Bachelor of Economics (Hons) from the University of Sydney and is a founder and Director of ASX listed Stanmore Coal Limited (since 2009) and unlisted St Lucia Resources International Pty Limited.

Mr Martin is a member of the Audit and Risk Management Committee.

The Directors (with Mr Martin abstaining) recommend that you vote in favour of this Ordinary Resolution.

6. Resolution 4 – Election of David Macfarlane as a Director

David Macfarlane retires in accordance with the Company's Constitution and, being eligible, offers himself for re-election as a non-executive chairman.

Mr Macfarlane was appointed on 1 September 2010.

David Macfarlane is a lawyer admitted to practice in England and Hong Kong. He was for many years an equity partner in a leading international law firm (Lovells), heading its Energy and Commodities Group. He has also served as an executive board member of Man Financial and Louis Dreyfus and as an elected Non-Executive Director of the UK Securities and Futures Authority. He was one of the founders and first managing Director of EDF Trading Limited, one of the world´s leading wholesale energy market participants. He lives in Australia and is a Non-Executive Director of the EDF Trading boards in Singapore, Australia and Japan.

Mr Macfarlane is a member of the Audit and Risk Management Committee.

The Directors (with Mr Macfarlane abstaining) recommend that you vote in favour of this Ordinary Resolution.

7. Resolution 5- Election of Geoffrey McConachy as a Director

Geoffrey McConachy retires in accordance with the Company's Constitution and, being eligible offers himself for re-election as an executive director.

Mr McConachy was appointed on 6 October 2010.

Geoffrey McConachy is an accomplished geologist with over thirty years of Australian and international experience in the mining industry assessing uranium and a wide range of other commodities. Prior to joining the company, Geoffrey worked for Heathgate Resources Pty Ltd and Quasar Resource Pty Ltd, where his roles included Managing Director, Exploration. While at Quasar, Geoffrey led the exploration and development team in the discovery, definition and evaluation of four uranium deposits including the Four Mile deposit, for which he was co honoured with the Prospector of the Year award from the Australian Association of Mining & Exploration Companies. His experience includes instrumental roles in the discovery of the Fosterville gold deposit in Victoria and the Potosi base metal deposit in New South Wales. Geoffrey was educated at the University of New England (BSc, Geology and Geography) (Hons). He is a fellow of the Australasian Institute of Mining and Metallurgy and a former Director of the Uranium Information Centre.

Mr McConachy is a member of the Audit and Risk Management Committee.

The Directors (with Mr McConachy abstaining) recommend that you vote in favour of this Ordinary Resolution.

8. Resolution 6 – Appointment of Auditor

Section 327A(1) of the Corporations Act 2001 requires that the Directors appoint an auditor within one month of the Company's registration. On registration, BDO Audit (Qld) Pty Ltd (BDO) consented to act and the Company appointed BDO as the Company's auditor.

Under Section 327A(2) an auditor appointed under subsection (1) holds office until the Company's first Annual General Meeting. Section 327B of the Corporations Act 2001 requires that the Company appoint an auditor at its first Annual General Meeting.

On 21 September 2011 BDO lodged a notice with ASIC seeking ASIC's consent to BDO resigning as auditor of the Company to take effect from the AGM. The notice outlined that the reason for resignation was as a result of the Company's operations primarily being based in South Australia and as such, the appointment of BDO Adelaide (BDO (SA) Partnership) would be a more commercially suitable alternative for the Company.

ASIC provided its consent to BDO's resignation on 29 September 2011. As such in accordance with section 327B of the Corporations Act, the Company is proposing to appoint BDO Adelaide (BDO (SA) Partnership) as its auditor which will, if this resolution is passed, take effect from the date of the AGM.

BDO Adelaide (BDO (SA) Partnership) is a member of the same network firm as BDO Audit (Qld) Pty Ltd and has worked closely on the recent audit of the Company applying common BDO audit methodology and technology. The firm includes several registered company auditors and has substantial experience with mineral explorers.

On this basis, it is a requirement under the Corporations Act 2001 that a member provide a written nomination of the company for appointment not less than 21 days before the meeting. The Company has received a nomination from a member to appoint BDO Adelaide (BDO (SA) Partnership) as the Company's auditor (a copy of which is set out in Annexure 'A').

BDO Adelaide (BDO (SA) Partnership) has consented and as at the date of this Notice of Meeting has not withdrawn its consent to act as the Company's auditor. The Directors wish to appoint BDO Adelaide (BDO (SA) Partnership) as the Company's auditor.

The Directors recommend that you vote in favour of this Ordinary Resolution.

9. Interpretation

In this Explanatory Memorandum:

ASIC means the Australian Securities and Investments Commission;

ASX means the ASX Limited ABN 98 008 624 691;

Board means the board of directors of the Company;

Closely Related Party (as defined in the Corporations Act) of a member of the Key Management Personnel for an entity means:

(a) a spouse or child of the member; or
(b) a child of the member's spouse; or
(c) a dependant of the member or the member's spouse; or
(d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the entity; or
(e) a company the member controls; or
(f) a person prescribed by the regulations for the purposes of this paragraph;

Company means Renaissance Uranium Limited ACN 135 531 34;

Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time;

Directors means directors of the Company;

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting.

Key Management Personnel has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity;

Meeting or Annual General Meeting or AGM means the Annual General Meeting of Shareholders to be held at Enterprise House, 136 Greenhill Road, Unley 5061, South Australia, in room 4 on 17 November 2011 at 2.00pm (Adelaide time);

Notice of Meeting means the notice of meeting convening the Meeting and the Explanatory Memorandum;

Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of shareholders;

Resolution means a resolution to be proposed at the Meeting;

Shareholder means a holder of Shares in the Company;

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Angelo Gaudio (Company Secretary):

63 King William Street, Kent Town 5067, South Australia.

Proxy, representative and voting entitlement instructions

Proxies and representatives

Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 (Cth).

The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, or sent by facsimile transmission to the address listed below not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

Renaissance Uranium Limited

63 King William Street, Kent Town 5067, South Australia.

Telephone Phone: (08) 83631589

Facsimile No: (08) 83631654

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's share registry.

A proxy form is attached to this Notice.

Voting entitlement

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm 15 November 2011. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Signing instructions

You must sign the proxy form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign.

Joint Holding: Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney: To sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone.

Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary.

Please indicate the office held by signing in the appropriate place.

LODGE YOUR VOTE

By Mail: 63 King William Street Kent Town South Australia 5067

By Fax: +61 8 8363 1654 All telephone enquiries: +61 8 8363 1589

Proxy Form Please mark to indicate your directions

STEP 1 Appoint a Proxy to vote on your behalf

I/We being a member/s of Renaissance Uranium Limited and entitled to attend and vote hereby appoint:

the Chairman of the Meeting OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy.

! PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Renaissance Uranium Limited to be held at Enterprise House (Room 4), 136 Greenhill Road, Unley SA 5061 on 17 November 2011 at 2.00pm (Adelaide time) and at any adjournment of that meeting.

Important - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. If the Chairman of the Meeting is your proxy (or becomes your proxy by default), you authorise the Chairman to exercise your proxy on item 1, that the Remuneration Report for the year ended 30 June 2011 (as set out in the Directors' report) be adopted, even though the item is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. If you do not wish to authorise the Chairman to vote in this way, you should direct your vote in accordance with Step 2 below.

You acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolutions (including but not limited to the remuneration resolution) and that votes cast by the Chairman of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting.

Please read the voting instructions before marking any boxes with an .

STEP 2 Voting Directions for Items of Business !

PLE/
voui

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Resolution	For	Against	Abstain
1. Remuneration Report
2. Re-election of Stephen Bizzell as a Director
3. Re-election of Andrew Martin as a Director
4. Re-election of David Macfarlane as a Director
5. Re-election of Geoffrey McConachy as a Director
6. Appointment of Auditor

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

STEP 3 Signature of Security holder(s) This section must be completed.

Security holder 1	Security holder 2	Security holder 3


Sole Director and Sole Company Secretary	Director	Director/Company Secretary

Contact Name	Phone No.	Date

This form should be signed by the security holder. If a joint holding, either shareholder may sign. If signed by the security holder's attorney, the power of attorney must be attached to this form. If executed by a company, the form must be executed in accordance with company's constitution and the Corporations Act 2001 (Cth).

AI assistant

RENASCOR RESOURCES LIMITED AGM Information 2011

65723_rns_2011-10-16_5c338540-ad3e-43c1-a88c-af25922544bc.pdf

Notice of Annual General Meeting and Explanatory Memorandum