RENASCOR RESOURCES LIMITED — AGM Information 2014

Oct 28, 2014

Notice of Annual General Meeting and Explanatory Memorandum

Renascor Resources Limited ACN 135 531 341

Date of Meeting: Thursday 27 November 2014 Time of Meeting: 2.00pm (Adelaide time) Place of Meeting: The Morialta Room BDO Level 7, BDO Centre 420 King William Street Adelaide, South Australia 5000

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of shareholders of Renascor Resources Limited ACN 135 531 341 ( Company ) will be held at the Morialta Room, BDO, Level 7 BDO Centre, 420 King William St., Adelaide, South Australia 5000, on Thursday 27 November 2014 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 2014.

1. Remuneration Report

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

“That the Remuneration Report for the year ended 30 June 2014 (as set out on pages 18 to 26 of the Directors’ Report) is adopted.”

The Company’s Annual Report 2014, which contains the Remuneration Report, is available on the Company’s website www.renascor.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; 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; and

• (c) either:

• (i) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

(ii) the voter is the chair of the meeting and the appointment of the chair as proxy:

• does not specify the way the proxy is to vote on the resolution; and

• expressly authorises the chair to exercise the proxy, even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

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.

Notice of Meeting – AGM 27 Nov 2014

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Notice of Annual General Meeting

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 38.1 of the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.”

3. Ratification and approval of previous issue of Shares under the Share Placement

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

“That for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the allotment and issue of 1,850,000 fully paid ordinary shares in the Company at an issue price of $0.05 (5 cents) each (each a Placement Share ) to professional and sophisticated investors on 30 June 2014 to raise a total of $92,500.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by a person who participated in the issue of the Placement Shares and any associates of such person (or those persons). However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

4. Approval of the Non-Executive Directors’ Share Plan

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

“That for the purpose of ASX Listing Rule 7.2 (Exception 9), ASX Listing Rule 10.14 and for all other purposes, the Shareholders approve the issue of fully paid ordinary shares in the Company under the Company’s Non-Executive Directors’ Share Plan on the terms described in the Explanatory Memorandum.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

(a) the Directors (or their nominees), except one who is ineligible to participate in the NonExecutive Directors’ Share Plan; and

(b) any associate of the Directors (or their nominees).

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

5. Approval of Issue of Shares to Mr Stephen Bizzell under the Non-Executive Directors’ Share Plan

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

Notice of Meeting – AGM 27 Nov 2014

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Notice of Annual General Meeting

“That in accordance with ASX Listing Rule 10.14 and for all other purposes, subject to the approval of Resolutions 2 and 4, the Shareholders approve the allotment and issue of fully paid ordinary shares in the Company to Mr Stephen Bizzell or his nominee in lieu of 50% of his fees in accordance with the Rules of the Non-Executive Directors’ Share Plan and on the terms described in the Explanatory Memorandum.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

(a) the Directors (or their nominees), except one who is ineligible to participate in the NonExecutive Directors’ Share Plan; and

(b) any associate of such Directors (or their nominees).

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

6. Approval of Issue of Shares to Mr Andrew Martin under the Non-Executive Directors’ Share Plan

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

“That in accordance with ASX Listing Rule 10.14 and for all other purposes, subject to the approval of Resolution 4, the Shareholders approve the allotment and issue of fully paid ordinary shares in the Company to Mr Andrew Martin or his nominee in lieu of 50% of his fees in accordance with the Rules of the Non-Executive Share Plan and on the terms described in the Explanatory Memorandum.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

(a) the Directors (or their nominees), except one who is ineligible to participate in the NonExecutive Directors’ Share Plan; and

(b) any associate of such Directors (or their nominees).

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

7. Approval of Issue of Shares to Mr Chris Anderson under the Non-Executive Directors’ Share Plan

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

“That in accordance with ASX Listing Rule 10.14 and for all other purposes, subject to the approval of Resolution 4, the Shareholders approve the allotment and issue of fully paid ordinary shares in the Company to Mr Chris Anderson or his nominee in lieu of 50% of his fees in accordance with the Non-Executive Directors’ Share Plan and on the terms described in the Explanatory Memorandum.”

Notice of Meeting – AGM 27 Nov 2014

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Notice of Annual General Meeting

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

(a) the Directors (or their nominees), except one who is ineligible to participate in the NonExecutive Directors’ Share Plan; and

(b) any associate of such Directors (or their nominees).

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

8. Approval to Issue an Additional 10% of the Issued Capital of the Company over a 12 Month Period Pursuant to ASX Listing Rule 7.1A

To consider and, if thought fit, pass the following as a Special Resolution of the Company:

“That pursuant to and in accordance with ASX Listing Rule 7.1A, and for all other purposes, the shareholders approve the issue of equity securities of up to 10% of the issued capital of the Company (at the time of issue), calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, over a 12 month period from the date of the meeting, at a price not less than that determined pursuant to ASX Listing Rule 7.1A.3 and otherwise on the terms and conditions in the Explanatory Memorandum ( Placement Securities ).”

Voting exclusion statement

The Company will disregard any votes cast on this Special Resolution by a person and any associates of that person who:

• may participate in the issue of the Placement Securities; or

• might obtain a benefit if this Special Resolution is passed, except a benefit solely in their capacity as a holder of shares if the resolution is passed.

• However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Important note

The proposed allottees of any Placement Securities are not as yet known or identified. In these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of the Placement Securities), shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted and there is no reason to exclude their votes.

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 29 October 2014

Notice of Meeting – AGM 27 Nov 2014

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1. Introduction

This Explanatory Memorandum is provided to shareholders of Renascor Resources Limited ACN 135 531 341 ( Company ) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at BDO, Level 7 BDO Centre, 420 King William St, Adelaide, South Australia 5000, in The Morialta Room on Thursday 27 November 2014 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 Cash flows and notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2014 were released to the ASX Limited on 30 September 2014.

The Company’s Annual Report for 2014 is available on the Company’s website www.renascor.com.au.

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 18 to 26 of the Directors’ Report section of the Annual Report. The Company’s Annual Report for 2014 is available on the Company’s website www.renascor.com.au.

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

The Remuneration Report, amongst other things:

• explains the Board’s policy for determining the nature and amount of remuneration of Key Management Personnel of the consolidated entity;

• explains the relationship between the Board’s remuneration policy and the Company’s performance;

• sets out remuneration details for each Key Management Personnel of the consolidated entity including details of performance related remuneration and options granted as part of remuneration; and

• details and explains any performance conditions applicable to the remuneration of Key Management Personnel of the Company.

The Board recognises that in light of current market conditions, the Company’s overhead costs (including remuneration) must be controlled. Accordingly, as part of a strategic review designed to maximise Renascor’s opportunities to provide shareholders with significant value appreciation upon successful exploration results, the Board recently approved cost-cutting measures designed to reduce company overhead costs, including remuneration. These changes include a general reduction in all personnel costs by 20%. The Managing Director, David Christensen, the Exploration Director, Geoff McConachy and the Company Secretary/CFO, Angelo Gaudio, will scale-back remuneration by 20%, with a corresponding decrease in time commitment to four days per week. To further reduce cash costs, subject to shareholder approval of Resolutions 4, 5, 6 and 7, non-executive directors’ cash compensation with be reduced by 50%, with remaining compensation to be paid in Renascor shares.

Explanatory Statement Annexure B – AGM 27 Nov 2014

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Explanatory Memorandum

Note: For the purposes of calculating remuneration, salary and bonuses (including options and performance rights) 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 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:

• (a) 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 or a Closely Related Party of 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; or

• (b) the chairperson is appointed in writing (by a shareholder who is not a member of the Key Management Personnel or a Closely Related Party of Key Management Personnel) as a proxy with no specific instructions on how to vote on a resolution to adopt the Remuneration Report, where the shareholder provides express authorisation for the chairperson to vote on the resolution.

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

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

Stephen Bizzell retires in accordance with Rule 38.1 of 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 and was re-elected as a non-executive director on 17 November 2011.

Stephen is Chairman of boutique corporate advisory and funds management group Bizzell Capital Partners. He is highly experienced in the fields of corporate restructuring, debt and equity financing, mergers and acquisitions and has over 20 years corporate finance and public company management experience in the resources sector in Australia and Canada. Stephen was previously an Executive Director of Arrow Energy from 1999 to until its acquisition in 2010 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. Stephen spent his early career in the corporate finance division of Ernst & Young and the tax division of Coopers & Lybrand and qualified as a Chartered Accountant. He is also a director of Queensland Treasury Corporation. During the past three years Stephen has also served as a Director of the following ASX listed companies: Laneway Resources Ltd (since 1996), Bow Energy Ltd (2004 to 2012), Dart Energy Ltd (2006 to 2013), Liquefied Natural Gas Limited (from 2007 to 2010) (Alternate Director), Apollo Gas Ltd (2009 to 2011), Hot Rock Ltd (2009 to 2014), Diversa Ltd (since 2010), Stanmore Coal Ltd (since 2009), Titan Energy Services Ltd (since 2011), Armour Energy Ltd (since 2012).

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

Recommendation

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

Explanatory Statement – AGM 27 Nov 2014

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Explanatory Memorandum

5. Resolution 3 - Ratification and approval of previous issue of Shares under the Share Placement

Background

On 22 April 2014 the Company announced that it had received firm commitments for a capital raising by way of the placement of 11,690,000 Shares at a price of $0.05 per Share to professional and sophisticated investors and executives and directors of the Company to raise a total of $584,500 (Placement) . In conjunction with the Placement, the Company also completed a share purchase plan offered to Eligible Shareholders at $0.05 per Share and raised $495,500 (SPP) .

Proceeds from the Placement and SPP enabled Renascor to accelerate drilling and other exploration activities along the prospective Angle Dam fault structure at Renascor’s Eastern Eyre project.

The Company initially issued 6,640,000 Shares to professional and sophisticated investors and executives of the Company on 5 May 2014 and 3,200,000 Shares to Directors on 30 June 2014 which were approved by shareholders at a General Meeting of shareholders held on 12 June 2014. The Placement was completed by the issue of 1,850,000 Shares (Further Placement) issued to professional and sophisticated investors on 30 June 2014.

The Company is seeking the approval of Shareholders to ratify the issues already made to professional and sophisticated investors under the Further Placement pursuant to Resolution 3.

The Company has already issued 1,850,000 Shares to sophisticated and professional investors under the Further Placement in reliance on its capacity pursuant to Listing Rule 7.1. In general terms, Listing Rule 7.1 restricts the Company to issuing securities representing a maximum of 15% of the number of securities on issue in the Company in any 12 month period unless it obtains the prior approval of its members.

The Shares already issued under the Further Placement does not exceed the Company’s capacity pursuant to Listing Rule 7.1 as prior to the issue of such Shares, the Company had the capacity to issue up to 20,257,500 Shares pursuant to Listing Rule 7.1.

Accordingly, by Resolution 3 the Company seeks to obtain Shareholder approval for the purposes of Listing Rule 7.4 to ratify the issue of the above mentioned 1,850,000 Shares to sophisticated and professional investors as part of the Further Placement.

Listing Rules

Listing Rule 7.1 prohibits a company, except in certain cases and subject to Listing Rules 7.1A and 7.4, from issuing new Equity Securities equivalent in number to more than 15% of its capital in any 12 month period without the prior approval of its shareholders. Equity Securities issued with shareholder approval under Listing Rules 7.1A or 7.4 do not count towards the 15% limit under Listing Rule 7.1 or the 10% limit under Listing Rule 7.1A.

Listing Rule 7.4 provides that an issue of Equity Securities made without prior approval under Listing Rule 7.1 can be treated as having been made with that approval if shareholders subsequently approve it and the issue did not breach Listing Rule 7.1.

If Resolution 3 is approved it will have the effect of refreshing the Company’s ability, to the extent of the Further Placement Shares, to issue new Equity Securities equivalent in number up to 15% of its capital in any 12 month period without the prior approval of its shareholders pursuant to Listing Rule 7.1 without the need to obtain further Shareholder approval (subject to the Listing Rules and the Corporations Act). If Resolution 3 is not passed, the Further Placement Shares will be counted toward the 15% limit pursuant to Listing Rule 7.1 for a period of 12 months from the date of issue.

Explanatory Statement – AGM 27 Nov 2014

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Explanatory Memorandum

For the purposes of Listing Rule 7.5 the Company provides the following information:

a) Number of Securities issued

1,850,000 Further Placement Shares were issued on 30 June 2014.

b) Issue price of the Securities issued

The Further Placement Shares were issued at a price of $0.05 per Share.

c) Terms of the issued Securities

The Further Placement Shares issued are fully paid ordinary shares and rank equally with other Shares on issue.

d) Recipients of the issued Securities

The Further Placement Shares were issued to sophisticated and professional investors that are not related to the Company.

e) Use of funds

The funds raised from the issue of the Further Placement Shares will be used for the purposes set out in section 5 above.

Recommendation

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

6. Resolution 4 - Approval of Non-Executive Directors’ Share Plan

Pursuant to Resolution 4, the Company is seeking Shareholder approval to potential future issues of securities to Non-Executive Directors of the Company, under the terms of a NonExecutive Directors’ Share Plan (NEDSP) as an exception to Listing Rule 7.1, pursuant to Listing Rule 7.2 (Exception 9).

Background

The Directors wish to implement an employee incentive scheme in the form of the NEDSP. The purpose of the NEDSP is to provide Non-Executive Directors with the ability to sacrifice 50% of their directors’ fees to acquire Shares ( NEDSP Shares ). The NEDSP serves as an effective cash preservation mechanism, whilst aligning the interests of Non-Executive Directors with those of the Shareholders.

The Board’s objective for executive remuneration is a reward framework that ensures reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and conforms with market practice for delivery of reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices:

• competitiveness and reasonableness;

• acceptability to shareholders;

• performance linkage/alignment of executive compensation;

• transparency; and

• capital management.

In consultation with key members of the Board who have many years’ industry operational experiences, the Board has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the organisation.

Alignment to shareholders’ interests:

• has economic profit as a core component of plan design;

• focuses on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant return on assets as well as focusing the executive on key non-financial drivers of value; and

• attracts and retains high calibre executives.

Explanatory Statement – AGM 27 Nov 2014

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Explanatory Memorandum

Alignment to key employee’s interests:

• rewards capability and experience;

• reflects competitive reward for contribution to growth in shareholder wealth;

• provides a clear structure for earning rewards; and

• provides recognition for contribution.

In line with the executive remuneration framework, the Board of the Company approved and adopted the NEDSP on 27 October 2014 as a means of rewarding and incentivising its NonExecutive Directors. A summary of the terms of the NEDSP is set out below and in Annexure A.

The full terms of the NEDSP are available on the Company’s website (www.renascor.com.au).

Listing Rules

Under Listing Rule 7.1, a listed company is prohibited from issuing more Equity Securities (including shares and options) which in aggregate would exceed 15% of its fully paid ordinary share capital in any twelve (12) month period, unless an exception applies.

As a result, any issue of NEDSP Shares by the Company under the NEDSP would reduce the

Company’s 15% capacity under Listing Rule 7.1.

Exception 9 of Listing Rule 7.2, however, allows the Company to issue Equity Securities without shareholder approval and without reducing the 15% capacity under Listing Rule 7.1 where Shareholders have approved the issue of securities under an employee share scheme (which includes the NEDSP) within three (3) years prior to the issue of the securities.

Resolution 4 is being put to Shareholders for this purpose in order to enable the Company to utilise Exception 9 to Listing Rule 7.2 to issue Equity Securities under the NEDSP for three (3) years from the date of the Resolution being passed. For the purposes of Listing Rule 7.2 (Exception 9), the Company notes that:

• (a) A summary of the terms of the NEDSP is set out in Annexure A;

• (b) As the NEDSP is being put to Shareholders for approval for the first time at this Meeting, no securities have previously been issued under the NEDSP or any other employee incentive scheme of the Company; and

• (c) A voting exclusion statement is set out under Resolution 4 in the Notice of Meeting.

Under Listing Rule 10.14, a company must seek shareholder approval if it wants to issue shares to Directors under employee incentive plans such as the NEDSP.

Directors’ Interest

Mr Stephen Bizzell, Mr Andrew Martin and Mr Chris Anderson ( Participating Directors ) have a material personal interest in the outcome of Resolution 4, as it is proposed that NEDSP Shares be issued to them (or their nominee).

Excluding the NEDSP Shares, details of the Shares and Options held by the Non-Executive Directors in the Company are set out in the “Dilutionary Table” in Annexure B.

Details of the Participating Directors’ remuneration for each of the Non-Executive Directors (inclusive of superannuation) per annum (total cost to the Company) is set out in the following table:

Non-executive	Remuneration per	50% of Remuneration
Director	annum (inclusive of	per annum
	superannuation)
Stephen Bizzell	$60,000	$30,000
Andrew Martin	$40,000	$20,000
Chris Anderson	$33,000	$16,500
Total	$133,000	$66,500

Explanatory Statement – AGM 27 Nov 2014

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Explanatory Memorandum

Under the NEDSP, each Participating Director will be provided with the number of NEDSP Shares equal to the amount of fees sacrificed by the Participating Director in the relevant financial year divided by, in the case of shares being issued by the Company, the volume weighted average price for sales on ASX for the thirty trading days immediately before the issue of the NEDSP Shares (30 Day VWAP) . It is not possible to predict the maximum number of NEDSP Shares that may be issued during the 3 years to which this approval relates, however, approval is sought at this AGM for the issue of a maximum of 2,374,998 Shares (Maximum Shares) to the Participating Directors. The number for the Maximum Shares has been calculated assuming a 30 Day VWAP of 2.8 cents which was the closing price on the ASX on 27 October 2014, and assuming that 50% of the total Director Remuneration (set out in the Director Remuneration Table above) is paid by issue of NEDSP Shares.

If the Maximum Shares are issued then this would represent 1.71% of the expanded issued share capital of the Company, assuming no other Shares were issued.

At the date of this Notice of Meeting, no remuneration is owing to the Directors, however some fees will have accrued from 1 October 2014. If each of the Directors participated in a grant of the Maximum Shares, proportional to their total remuneration over a 12 month period then the effect on the holding of each of the Non-Executive Directors in the Company is shown in the ‘Dilutionary Table’ in Annexure B.

Additional Information

For the purposes of Listing Rule 10.15 and for the benefit of Shareholders in considering this Resolution, the Company advises as follows:

• (a) each of the Participating Directors are Directors of the Company;

• (b) on the basis of the Non-Executive Directors remuneration noted in the table above and assuming that the Participating Directors continue to sacrifice 50% of their fees at a 30 Day VWAP of 2.8 cents, the maximum number of NEDSP Shares that may be issued to the Participating Directors is 2,374,998 Shares per annum over the three year period, which has been calculated as specified above;

• (c) the Company has not previously sought approval for the issue of NEDSP Shares under the NEDSP and accordingly, no Shares have previously been issued under the NEDSP;

• (d) the Participating Directors are the only persons referred to in Listing Rule 10.14 who are currently entitled to participate in the NEDSP. NEDSP Shares will only be issued to the Participating Directors under any approval obtained and will not be issued to any additional person not named in this Notice of Meeting without obtaining further shareholder approval to any such issue under Listing Rule 10.14;

• (e) a voting exclusion statement is set out under Resolution 4 in the Notice of Meeting; (f) details of any shares issued under the NEDSP will be published in the Annual Report in respect of the period in which NEDSP Shares are issued;

• (g) there are no loans in relation to the NEDSP Shares;

• (h) the NEDSP Shares are intended to be issued to the Participating Directors for the period from 1 October 2014 for up to 12 months, the intention being that NEDSP Shares would be issued to the Participating Directors in arrears at the end of each quarter but in any event by no later than twelve (12) months from the date of the Meeting;

• (i) the NEDSP Shares will be issued on the same terms and rank pari passu with all other Shares on issue in the Company; and

• (j) no funds are being raised by the grant of the NEDSP Shares and the Company has not previously obtained approval under Listing Rule 10.14 for the issue of securities under the NEDSP.

Save as set out in this Explanatory Memorandum, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to benefits contemplated by Resolution 4.

Directors’ Recommendation

Each of Mr Stephen Bizzell, Mr Andrew Martin and Mr Chris Anderson has a material personal interest in the resolution and do not make any recommendations. The Directors (with Mr Bizzell, Mr Martin and Mr Anderson abstaining) recommend that you vote in favour of this Ordinary Resolution.

Explanatory Statement – AGM 27 Nov 2014

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Explanatory Memorandum

7. Resolution 5 - Approval of Issue of Shares to Mr Stephen Bizzell under NEDSP

Assuming that Resolutions 2 and 4 are approved, Shareholders approval is sought for the proposed issue of Shares to Mr Stephen Bizzell (or his nominee) in lieu of 50% of his remuneration in accordance with the NEDSP. The terms of the NEDSP Shares to be issued to Mr Bizzell are set out in more detail in Annexure A.

Approval for the issue of the NEDSP Shares is sought in accordance with the Listing Rule 10.14 because Mr Bizzell is a Director of the Company. As approval is being sought under Listing Rule 10.14, approval will not be required under Listing Rule 10.11.

The information that is required to be disclosed under Listing Rule 10.15 in relation to the NEDSP Shares which may be issued to Mr Bizzell under the NEDSP is the same as that outlined in the notes accompanying Resolution 4, with the addition that the maximum number of NEDSP Shares that may be issued to Mr Bizzell under this resolution is 1,071,428.

Directors’ Recommendation

Each of Mr Stephen Bizzell, Mr Andrew Martin and Mr Chris Anderson has a material personal interest in the resolution and do not make any recommendations. The Directors (with Mr Bizzell, Mr Martin and Mr Anderson abstaining) recommend that you vote in favour of this Ordinary Resolution.

8. Resolution 6 – Approval of Issue of Shares to Mr Andrew Martin under NEDSP

Assuming that Resolution 4 is approved, Shareholders approval is sought for the proposed issue of NEDSP Shares to Mr Andrew Martin (or his nominee) in lieu of 50% of his remuneration in accordance with the NEDSP. The terms of the NEDSP Shares to be issued to Mr Martin are set out in more detail in Annexure A.

Approval for the issue of the NEDSP Shares is sought in accordance with the Listing Rule 10.14 because Mr Martin is a Director of the Company. As approval is being sought under Listing Rule 10.14, approval will not be required under Listing Rule 10.11.

The information that is required to be disclosed under Listing Rule 10.15 in relation to the NEDSP Shares which may be issued to Mr Martin under the NEDSP is the same as that outlined in the notes accompanying Resolution 4, with the addition that the maximum number of NEDSP Shares that may be issued to Mr Martin under this resolution is 714,285.

Directors’ Recommendation

Each of Mr Stephen Bizzell, Mr Andrew Martin and Mr Chris Anderson has a material personal interest in the resolution and do not make any recommendations. The Directors (with Mr Bizzell, Mr Martin and Mr Anderson abstaining) recommend that you vote in favour of this Ordinary Resolution.

9. Resolution 7 – Approval of Issue of Shares to Mr Chris Anderson under NEDSP

Assuming that Resolution 4 is approved, Shareholders approval is sought for the proposed issue of NEDSP Shares to Mr Chris Anderson or his nominee in lieu of 50% of his remuneration in accordance with the NEDSP. The terms of the NEDSP Shares to be issued to the Mr Anderson are set out in more detail in Annexure A.

Approval for the issue of the NEDSP Shares is sought in accordance with the Listing Rule 10.14 because Mr Anderson is a Director of the Company. As approval is being sought under Listing Rule 10.14, approval will not be required under Listing Rule 10.11.

The information that is required to be disclosed under Listing Rule 10.15 in relation to the NEDSP Shares which may be issued to Mr Anderson under the NEDSP is the same as that outlined in the notes accompanying Resolution 4, with the addition that the maximum number of NEDSP Shares that may be issued to Mr Anderson under this Resolution is 589,285.

Explanatory Statement – AGM 27 Nov 2014

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Explanatory Memorandum

Directors’ Recommendation

Each of Mr Stephen Bizzell, Mr Andrew Martin and Mr Chris Anderson has a material personal interest in the resolution and do not make any recommendations. The Directors (with Mr Bizzell, Mr Martin and Mr Anderson abstaining) recommend that you vote in favour of this Ordinary Resolution.

10. Resolution 8 - Approval to issue an additional 10% of the issued capital of the Company over a 12 month period pursuant to Listing Rule 7.1A

Introduction

Pursuant to Resolution 8, the Company is seeking shareholder approval to issue an additional 10% of issued capital over a 12 month period, pursuant to Listing Rule 7.1A. If passed, this resolution will allow the Company to allot and issue up to the number of new Equity Securities calculated in accordance with Listing Rule 7.1A.2 (Placement Securities) , each at an issue price of at least 75% of the volume weighted average price (VWAP ) for the Company’s Equity Securities in that class (calculated over the last 15 days on which trades in the Equity Securities are recorded immediately before the date on which the price at which the Placement Securities are to be issued is agreed, or, if the Placement Securities are not issued within five trading days of that date, the date on which the Placement Securities are issued) (Issue Price) .

This approval is sought pursuant to Listing Rule 7.1A. Under Listing Rule 7.1A, small and midcap listed entities that meet the eligibility threshold and have obtained the approval of their ordinary shareholders by special resolution at the annual general meeting, are permitted to issue an additional 10% of issued capital over a 12 month period from the date of the annual general meeting (Additional 10% Placement) . The Additional 10% Placement under Listing Rule 7.1A is in addition to the ability of the Company to issue 15% of its issued capital without shareholder approval over a 12 month period pursuant to Listing Rule 7.1. The Company may issue the Placement Securities to raise funds for the Company and as non-cash consideration (further details of which are set out below).

Funds raised from the issue of Placement Securities, if undertaken, would be applied towards the costs of such placement, an acquisition of new assets or investments (including expenses or interest associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and general working capital.

The Directors of the Company unanimously recommend that shareholders vote in favour of Resolution 8.

Listing Rule 7.1A

a) General

(1) Eligibility

An entity is eligible to undertake an Additional 10% Placement if at the time of its annual general meeting it has a market capitalisation of $300 million or less and it is not included in the S&P/ASX300 Index ( Eligible Entity ).

For illustrative purposes only, on 27 October 2014, the Company’s market capitalisation was $3,833,200 based on the closing trading price on that date. The calculation of market capitalisation will be based on the closing price of the shares, on the last trading day on which trades in the shares were recorded before the date of the AGM, multiplied by the number of shares on issue (excluding restricted securities and securities quoted on a deferred settlement basis).

The Company is also not included in the S&P/ASX300 Index as at the time of this AGM, however, it should be noted that the S&P/ASX300 Index is rebalanced twice a year in March and September.

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Explanatory Memorandum

The Company is therefore an Eligible Entity and able to undertake an Additional 10% Placement under Listing Rule 7.1A.

In the event that the Company for any reason ceases to be an Eligible Entity after the Company has already obtained shareholders’ approval pursuant to this Resolution 8, the approval obtained will not lapse and the Company will still be entitled to issue the Placement Securities.

(2) Shareholder approval

The ability to issue the Placement Securities is conditional upon the Company obtaining shareholder approval by way of a Special Resolution at the meeting (which means that it must be passed by at least 75% of the votes cast by members entitled to vote on the resolution).

b) 10% Placement Period - Listing Rule 7.1A.1

Assuming Resolution 8 is passed, shareholder approval of the Additional 10% Placement under Listing Rule 7.1A is valid from the date of the AGM and expires on the earlier to occur of:

• (1) the date that is 12 months after the date of the AGM; or

• (2) the date of the approval by shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX.

If approval is given for the issue of the Placement Securities then the approval will expire on 27 November 2015, unless shareholder approval is granted pursuant to Listing Rules 11.1.2 or 11.2 prior to that date.

c) Calculation for Additional 10% Placement - Listing Rule 7.1A.2

Listing Rule 7.1A.2 provides that Eligible Entities which have obtained shareholder approval at an annual general meeting may issue, or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of ordinary securities on issue 12 months before the date of issue or agreement:

• (1) plus the number of fully paid ordinary securities issued in the 12 months under an exception in Listing Rule 7.2;

• (2) plus the number of partly paid ordinary securities that became fully paid in the 12 months;

• (3) plus the number of fully paid ordinary securities issued in the 12 months with approval of holders of ordinary securities under Listing Rules 7.1 or 7.4 (but note that this does not include an issue of fully paid ordinary securities under the entity’s 15% placement capacity without shareholder approval); and

• (4) less the number of fully paid ordinary securities cancelled in the 12 months.

D is 10 percent.

E is the number of Equity Securities issued, or agreed to be issued, under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rules 7.1 or 7.4.

Explanatory Statement – AGM 27 Nov 2014

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Explanatory Memorandum

d) Listing Rule 7.1A.3

(1) Equity Securities

Any Equity Securities issued under the Additional 10% Placement must be in the same class as an existing quoted class of Equity Securities of the Company.

As at the date of this notice of meeting, the only class of Equity Securities in the Company quoted on the ASX are ordinary shares. The Company presently has 136,900,000 Shares on issue at the date of this Notice of Meeting.

(2) Minimum Issue Price

The issue price for the Placement Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 trading days immediately before:

• (A) the date on which the price at which the relevant Placement Securities are to be issued is agreed; or

• (B) if the relevant Placement Securities are not issued within five trading days of the date in paragraph (A) above, the date on which the relevant Placement Securities are issued.

e) Information to be given to ASX - Listing Rule 7.1A.4

If Resolution 8 is passed and the Company issues any Placement Securities under Listing Rule 7.1A, the Company will give to ASX:

• (1) a list of allottees of the Placement Securities and the number of Placement Securities allotted to each (this list will not be released to the market); and

• (2) the following information required by rule 3.10.5A, which will be released to the market on the date of issue:

• (A) details of the dilution to the existing holders of ordinary securities caused by the issue;

• (B) where the Equity Securities are issued for cash consideration, a statement of the reasons why the Company issued the Equity Securities as a placement under rule 7.1A and not as (or in addition to) a pro rata issue or other type of issue in which existing shareholders would have been eligible to participate;

• (C) details of any underwriting arrangements, including any fees payable to the underwriter; and

• (D) any other fees or costs incurred in connection with the issue.

f) Listing Rules 7.1 and 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of this Notice of Meeting, the Company has on issue 136,900,000 Shares. Assuming that Resolution 3 is passed, the Company will have the capacity to issue the following shares on the date of the Meeting:

• (1) 20,535,000 Equity Securities under Listing Rule 7.1; and

• (2) subject to shareholder approval being obtained under Resolution 8 – additional 13,690,000 shares under Listing Rule 7.1A.

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Explanatory Memorandum

The actual number of Equity Securities that the Company will have the capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (as described above).

Specific Information required by Listing Rule 7.3A

a) Minimum Price of securities issued under Listing Rule 7.1A - Listing Rule 7.3A.1

Pursuant to, and in accordance with Listing Rule 7.1A.3, the Placement Securities issued pursuant to approval under Listing Rule 7.1A must have an issue price of not less than 75% of the VWAP for the Equity Securities over the 15 trading days immediately before:

• (1) the date on which the price at which the Placement Securities are to be issued is agreed; or

• (2) if the Placement Securities are not issued within five trading days of the date in paragraph (1) above, the date on which the Placement Securities are issued.

The minimum price cannot be determined at this stage, however the Company will disclose to the ASX the issue price on the date of issue of the Placement Securities.

b) Risk of economic and voting dilution - Listing Rule 7.3A.2

As provided by Listing Rule 7.3A.2, if Resolution 8 is passed and the Company issues the Placement Securities, there is a risk of economic and voting dilution to the existing shareholders. The Company currently has on issue 136,900,000 Shares. Assuming that Resolution 8 is passed, the Company could issue 13,690,000 Shares on the date of the meeting pursuant to Listing Rule 7.1A (however, it is important to note that the exact number of Equity Securities which may be issued will be calculated in accordance with the formula contained in Listing Rule 7.1A.2, details of which are set out above). Any issue of Placement Securities will have a dilutive effect on existing shareholders.

In particular, in relation to the issue of any Placement Securities, there is a risk that:

• (1) the Market Price for the Company’s Equity Securities may be significantly lower on the date of the issue of any Placement Securities than it is on the date of the meeting; and

• (2) the Placement Securities may be issued at a price that is at a discount to the Market Price for the Company’s Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue or the value of the Placement Securities.

As required by Listing Rule 7.3A.2, Table 1 below shows the potential economic and voting dilution effect, in circumstances where the issued share capital has doubled and the Market Price of the shares has halved. Table 1 also shows additional scenarios in which the issued share capital has increased (by both 50% and 100%) and the Market Price of the shares has:

• decreased by 50%; and

• increased by 100%.

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Explanatory Memorandum

Table 1

Issued Share Capital (VariableA)	50% decrease in MarketPrice $0.0140	50% decrease in MarketPrice $0.0140	Current Market Price $0.0280	Current Market Price $0.0280	100% increase in Market Price $0.0560	100% increase in Market Price $0.0560
	10 % Voting Dilution	Capital Raised	10 % Voting Dilution	Capital Raised	10 % Voting Dilution	Capital Raised
Present Issued Share Capital = 136,900,000 shares (VariableA)	13,690,000	$191,660	13,690,000	$383,320	13,690,000	$766,640
50% Increase in Share Capital = 205,350,000 Shares (VariableA)	20,535,000	$287,490	20,535,000	$574,980	20,535,000	$1,149,960
100% Increase in Share Capital = 273,800,000 Shares (VariableA)	27,380,000	$383,320	27,380,000	$766,640	27,380,000	$1,533,280

Table 1 - Assumptions and explanations

• The Market Price is $0.028 based on the closing price of the shares on ASX on 27 October 2014.

• The above table only shows the dilutionary effect based on the issue of the Placement Securities (assuming only Shares are issued) and not any shares issued under the 15% under Listing Rule 7.1.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.

• The Company issues the maximum number of Placement Securities.

• The issued share capital has been calculated in accordance with the formula in Listing Rule 7.1A(2) as at 27 October 2014.

• The issue price of the Placement Securities used in the table is the same as the Market Price and does not take into account the discount to the Market Price (if any).

c) Final date for issue - Listing Rule 7.3A.3

As required by Listing Rule 7.3A.3, the Company will only issue and allot the Placement Securities during the 12 months after the date of this Meeting which the Company anticipates will end on 27 November 2015. The approval under Resolution 8 for the issue of the Placement Securities will cease to be valid in the event that shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities of the Company) or Listing Rule 11.2 (the disposal of the main undertaking of the Company) before the anniversary of the AGM.

d) Purpose - Listing Rule 7.3A.4

As noted above, the purpose for which the Placement Securities may be issued includes to raise funds for the Company and as non-cash consideration (further details of which are set out below). Funds raised from the issue of Placement Securities, if undertaken, would be applied towards cost of the placement, an acquisition of new assets or investments (including expenses and interest associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and general working capital.

e) Shares Issued for Non-cash consideration - Listing Rule 7.3A.4

The Company may issue Placement Securities for non-cash consideration, such as the acquisition of assets or investments, payment of fees for the grant of options or the exercise of options over assets or investments or the payment of other expenses of the Company If the Company issues Placement Securities for non-cash consideration, the Company will release to the market a valuation of the non-cash consideration that demonstrates that the issue price of the Placement Securities complies with Listing Rule 7.1A.3.

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Explanatory Memorandum

f) Company’s Allocation Policy - Listing Rule 7.3A.5

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue of the Placement Securities. The identity of the allottees of Placement Securities will be determined on a case-by-case basis having regard to a number of factors including, but not limited to, the following:

• (1) the methods of raising funds that are available to the Company including, but not limited to, rights issue or other issue in which existing shareholders can participate;

• (2) the effect of the issue of the Placement Securities on the control of the Company;

• (3) the financial situation and solvency of the Company; and

• (4) advice from corporate, financial and broking advisers (if applicable).

The allottees of the Placement Securities have not been determined as at the date of this Notice but may include existing substantial shareholders and new shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new assets or investments for which Placement Securities are issued as consideration, it is likely that the allottees of some of the Placement Securities will be the vendors of the new assets or investments.

• g) Company has previously obtained shareholder approval under Listing Rule 7.1A – Listing Rule 7.3A.6

The Company previously obtained Shareholder approval under Listing Rule 7.1A at the 2013 AGM.

As the Company has previously obtained Shareholder approval under Listing Rule 7.1A, the following information is provided to Shareholders, in accordance with Listing Rule 7.3A.6, regarding the Equity Securities issued in the previous 12 months preceding the date of the AGM (that is, since 29 November 2013):

Listing Rule 7.3A.6(a): Total equity securities issued in previous 12 months

Number of equity securities on issue on at commencement of 12 month period		114,800,000 Shares 14,300,000 Options 1,650,000 Performance Rights 130,750,000 Equity Securities (Total)
Equity securities issued in prior 12 month period		22,100,000 Ordinary Shares
Percentage previous issues represent of total number of equity securities on issue at commencement of 12 month period		16.9%

Explanatory Statement – AGM 27 Nov 2014

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Explanatory Memorandum

Listing Rule 7.3A.6(b): Details of equity securities issued in previous 12 months:

(1) Date of issue: Number issued Type of equity security: Summary of terms:

(1)
Date of issue:	5 May 2014
Number issued	6,640,000
Type of equity security:	Ordinary Shares
Summary of terms:	Placement to sophisticated and professional investors at $0.05 per Share
Names of persons who received securities or basis on which those persons was determined	Sophisticated and professional investors
Price at which equity securities were issued:	$0.05 per Share
Consideration received	$332,000
Use of cash	Proceeds enabled Renascor to accelerate drilling and other exploration activities along the prospective Angle Dam fault structure at Renascor’s Eastern Eyre project.

(2)
Date of issue:	2 June 2014
Number issued	9,910,000
Type of equity security:	Ordinary Shares
Summary of terms:	Share Purchase Plan (SPP) offer to eligible shareholders at $0.05 per Share
Names of persons who received securities or basis on which those persons was determined	Eligible shareholders applicants for SPP closed on 27 May 2014
Price at which equity securities were issued:	$0.05 per Share
Consideration received	$495,500
Use of cash	Proceeds enabled Renascor to accelerate drilling and other exploration activities along the prospective Angle Dam fault structure at Renascor’s Eastern Eyre project.
(3)
Date of issue:	30 June 2014
Number issued	3,200,000
Type of equity security:	Ordinary Shares
Summary of terms:	Placement to directors at $0.05 per Share approved at general meeting of shareholders held on 12 June 2014
Names of persons who received securities or basis on which those persons was determined	Directors of Renascor Resources Limited
Price at which equity securities were issued:	$0.05 per Share
Consideration received	$160,000
Use of cash	Proceeds enabled Renascor to accelerate drilling and other exploration activities along the prospective Angle Dam fault structure at Renascor’s Eastern Eyre project.

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Explanatory Memorandum

(4)

(4)
Date of issue:	30 June 2014
Number issued	1,850,000
Type of equity security:	Ordinary Shares
Summary of terms:	Placement to sophisticated and professional investors at $0.05 per Share
Names of persons who received securities or basis on which those persons was determined	Sophisticated and professional investors
Price at which equity securities were issued:	$0.05 per Share
Consideration received	$92,500
Use of cash	Proceeds enabled Renascor to accelerate drilling and other exploration activities along the prospective Angle Dam fault structure at Renascor’s Eastern Eyre project.
(5)
Date of issue:	3 September 2014
Number issued	500,000
Type of equity security:	Ordinary Shares
Summary of terms:	Non-cash consideration for exploration and access rights together with option to purchase 2 tenements in the Gawler Craton, South Australia pursuant to the Option and Access Agreement between Renascor Resources Limited and Currie Resources Pty Ltd.
Names of persons who received securities or basis on which those persons was determined	(1) GDE Exploration (SA) Pty Ltd – 250,000 Shares (2) Genex Resources Pty Ltd – 250,000 Shares
Price at which equity securities were issued:	$0.044 per Share (closing price on date of issue)
Consideration received	Non-cash consideration pursuant to the Option and Access Agreement between Renascor Resources Limited and Currie Resources Pty Ltd
Use of cash	Value of consideration pursuant to the Option and Access Agreement between Renascor Resources Limited and Currie Resources Pty Ltd to acquire exploration and access rights together with option to purchase 2 tenements in the Gawler Craton, South Australia

Voting Exclusion Statement

A voting exclusion statement is included in the Notice of Meeting. At the date of the Notice of Meeting, the proposed allottees of any Placement Securities are not as yet known or identified. In these circumstances (and in accordance with the note set out in Listing Rule 14.11.1 relating to Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of the Placement Securities), shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted and there is no reason to exclude their votes.

Explanatory Statement – AGM 27 Nov 2014

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Explanatory Memorandum

11. 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 definition;

Company means Renascor Resources Limited ACN 135 531 341;

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

Directors mean directors of the Company;

Equity Securities has the meaning given to that term in the Listing Rules;

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;

Listing Rules means the official listing rules of the ASX as amended from time to time;

Market Price has the meaning given to that term in the Listing Rules;

Meeting or Annual General Meeting or AGM means the Annual General Meeting of Shareholders to be held at The Morialta Room, BDO, Level 7 BDO Centre, 420 King William St, Adelaide South Australia 5000 on 27 November 2014 at 2.00pm (Adelaide time);

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

Options mean an option to subscribe for ordinary Shares in the capital of the Company;

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;

Shares means ordinary fully paid shares in the issued capital of the Company;

Special Resolution means a resolution:

• (a) of which notice has been given as set out in paragraph 249L(1)(c) of the Corporations Act; and

• (b) that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution.

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to:

Angelo Gaudio (Company Secretary) 36 North Terrace, Kent Town, South Australia 5067 (08) 8363 6989

Explanatory Statement – AGM 27 Nov 2014

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ANNEXURE A

Summary of Terms of the Non-Executive Director Share Plan

1. All Non-Executive Directors of the Company are eligible to participate in the Non-Executive Directors’ Share Plan (NEDSP or Plan).

2. Each Non-Executive Director ( Participant) of the Company who wishes to participate in the NEDSP must elect by notice in writing to the Company ( Election Notice ) before the beginning of the relevant financial year to be paid 50% of the remuneration due and owing to them by the Company from time to time as fees for services ( Outstanding Remuneration ) by way of an issue or purchase of Shares ( Plan Shares ).

3. The Company, at its discretion, may either issue new Plan Shares to the Non-Executive Director or acquire Plan Shares on the ASX for the benefit of the Participants.

4. Each Participant will be provided with the number of Plan Shares equal to the Outstanding Remuneration, divided by:

5. a) in the case of Plan Shares being purchased on the ASX, the average price paid for Plan Shares on the ASX under the NEDSP; or

6. b) in the case of Plan Shares being issued by the Company, the volume weighted average price for sales of the Company’s Shares on the ASX for the thirty trading days immediately before the issue of the Plan Shares.

7. The NEDSP is administered by the Board who, subject to the Listing Rules, the Corporations Act 2001 (Cth) and any other regulatory requirements that apply to the Company from time to time, may at any time by resolution amend or revise the NEDSP.

8. The following amendments to the NEDSP may be made by the Board without approval of shareholders:

9. a) any amendments necessary to ensure that the NEDSP is in compliance with the Listing Rules or any other applicable governmental body;

10. b) amendments that are of an administrative or general housekeeping nature;

11. c) amendments to the definition of persons eligible to participate under the NEDSP unless such changes would expand the class of persons eligible to participate under the NEDSP; and

12. d) amendments to the manner in which the NEDSP is administered.

13. The following amendments to the NEDSP will require approval of shareholders;

14. a) amendments to the maximum number of Plan Shares that may be issued to any one Participant;

15. b) amendments to the provisions with respect to the assignment of Plan Shares;

16. c) amendments which would expand the definition of persons eligible to participate under the NEDSP;

17. d) amendments to the amending provisions of the NEDSP; and

18. e) amendments to reduce the price at which Plan Shares are issued under the NEDSP.

Explanatory Statement Annexure A – AGM 27 Nov 2014

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Explanatory Memorandum

ANNEXURE A

Summary of Terms of the Non-Executive Director Share Plan (continued)

1. The Company shall:

2. a) issue or purchase the Plan Shares only during the acquisition periods specified in the NEDSP and determined by the Board;

3. b) forthwith deliver a holding statement to the Participant in respect of the Plan Shares; and

4. c) apply for the official quotation on the ASX of any Plan Shares which are not already quoted on the ASX within the time required by the Listing Rules.

5. The maximum aggregate number of Plan Shares which may be issued by the Company to the Participants may not exceed 5% of the Company’s outstanding capital at any time.

6. For the purposes of interpretation of this Plan:

7. a) Constitution means the Constitution of the Company;

8. b) Listing Rules means the Listing Rules of ASX Limited;

9. c) Shares means fully paid ordinary shares in the Company; and

10. d) Other terms used herein shall have the meanings ascribed to them in the Listing Rules.

Explanatory Statement Annexure A – AGM 27 Nov 2014

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ANNEXURE B

Dilutionary Table

Dilutionary Table

Non- Executive Director	Current Share Holding1	% of Total Share Capital2	Current Option Holding	Maximum NEDSP Shares Issued	Share Holding Upon Issue of Maximum Shares 3	% of Total Share Capital4
Stephen Bizzell	11,358,190	8.30%	2,000,000	1,071,428	12,429,618	8.92%
Andrew Martin	20,500,000	14.97%	0	714,285	21,214,285	15.23%
Chris Anderson	6,900,000	5.04%	0	589,285	7,489,285	5.38%
Total	38,758,190	28.31%	2,000,000	2,374,998	41,133,188	29.53%

Notes

1. There are currently 6,200,000 Options on issue which have vested ( Current Options) , 2,000,000 of which are held by Mr Bizzell (or a related entity or associate)

NB. This assumes that none of the current Options on issue in the Company (including those held by Mr Bizzell) are exercised and that no further securities are issued. This assumption is made on the basis that because:

a. the Current Options all have exercise prices of between $0.054 and $0.24 ( Exercise Prices) ; and

b. the Company’s Share price is currently significantly below the Exercise Prices (the 12 month WVAP to 27 October 2014 was $0.051 with a highest price of $0.092 cents);

c. 4,700,000 of the Current Options will expire on 31 December 2014, 750,000 will expire on 15 February 2015 and the remaining 750,000 will expire on 30 April 2015, and the Board considers that it is highly unlikely that any of the Current Options will be exercised. Accordingly, it would not provide an accurate depiction of the potential effect of the issue of the Director Options on the Directors’ shareholding in the Company if the Current Options were included in this calculation.

1. This assumes that there are currently 136,900,000 Shares on issue.

2. For the purpose of this dilutionary Table this assumes only the Maximum NEDSP Shares are issued.

3. This assumes that there will be 139,274,998 Shares on issue upon the issue of the Maximum NEDSP Shares.

Explanatory Statement Annexure B – AGM 27 Nov 2014

Page 1 of 1

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.

Renascor Resources Limited

• 36 North Terrace, Kent Town, South Australia 5067.

Telephone Phone: (08) 8363 6989

Facsimile No: (08) 8363 4989

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 on 25 November 2014. 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.

Proxy Form – AGM 27 Nov 2014

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ABN 90 135 531 341

LODGE YOUR VOTE

By Mail : 36 North Terrace Kent Town South Australia 5067

By Fax : +61 8 8363 4989

All telephone enquiries : +61 8 8363 6989

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 Renascor Resources Limited and entitled to attend and vote hereby appoint:

OR if you are NOT ! PLEASE NOTE: Leave this box the Chairman appointing the Chairman of blank if you have selected the the Meeting as your proxy, of the Meeting Chairman of the Meeting. Do please write the name of the not insert your own name(s). person or body corporate you are appointing as your proxy.

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, subject to compliance with the Corporations Act and the Listing Rules) at the Annual General Meeting of Renascor Resources Limited to be held at The Morialta Room, BDO, Level 7 BDO Centre, 420 King William St, Adelaide South Australia 5000 on 27 November 2014 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 , subject to compliance with the Corporations Act and the Listing Rules.

Resolution 1, 4, 5, 6, 7 and 8 (Corporations Act voting restrictions)

If the Chairman of the Meeting is your proxy (or becomes your proxy by default), you expressly authorise the Chairman to exercise your proxy on Resolution 1 (except where I/we have indicated a different voting intention below), even though Resolution 1 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.

Resolutions 4, 5, 6, 7 and 8 (Listing Rule voting restrictions)

If the Chairman of the meeting is appointed as your proxy, or may be appointed by default, and you do NOT wish to direct your proxy how to vote as your proxy in respect of the resolution/s, please place a mark in the box opposite.

By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of resolutions 4, 5, 6, 7 and 8 (Relevant Resolutions) and that votes cast by the Chair of the meeting for the Relevant Resolutions other than as proxy holder will be disregarded because of that interest.

If the Chair of the meeting is your proxy and you do not mark this box or direct the Chair of the meeting how to vote above, the Chair of the meeting will not cast your votes on the Relevant Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Relevant Resolution.

Proxy Form – AGM 27 Nov 2014

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Important - Exercise of undirected proxies by Key Management Personnel

If a member of the Company’s Key Management Personnel (other than the Chairman) or their closely related parties, is your proxy and you have not directed the proxy how to vote, that person will not vote your shares on Resolution 1 (being resolution which is connected directly or indirectly with the remuneration of members of the Company’s Key Management Personnel).

Key Management Personnel of the Company are the Directors and those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly. The Remuneration Report identifies the company’s Key Management Personnel for the financial year ended 30 June 2014. Their closely related parties are defined in the Corporations Act 2001 (Cth), and include certain of their family members, dependants and companies they control.

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 ! 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.	STEP 2 Voting Directions for Items of Business ! 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.	STEP 2 Voting Directions for Items of Business ! 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.	STEP 2 Voting Directions for Items of Business ! 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.	STEP 2 Voting Directions for Items of Business ! 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. Ratification and approval of previous issue of Shares under the
Share Placement
4. Approval of the Non-Executive Directors’ Share Plan (NEDSP)
5. Approval of Issue of Shares to Mr Stephen Bizzell under the Non-
Executive Directors’ Share Plan
6. Approval of Issue of Shares to Mr Andrew Martin under the Non-
Executive Directors’ Share Plan
7. Approval of Issue of Shares to Mr Chris Anderson under the Non-
Executive Directors’ Share Plan
8. Approval to Issue an Additional 10% of the Issued Capital of the
Company over a 12 Month Period Pursuant to Listing Rule 7.1A

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business, subject to the Corporations Act and the Listing Rules.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting by marking the appropriate box above.

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

STEP 3 Signature of Security holder(s)	This section must be completed.
Security holder 1 Sole Director and Sole Company Secretary Contact Name	Security holder 2 Director Phone No.	Security holder 3
		Director/Company Secretary Date

This form should be signed by the shareholder. If a joint holding, all shareholders should sign. If signed by the shareholder’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) .

Proxy Form – AGM 27 Nov 2014

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