RENASCOR RESOURCES LIMITED — Capital/Financing Update 2015

Jun 1, 2015

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Renascor Resources Limited

ABN

90 135 531 341

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Fully paid ordinary shares and listed options	Fully paid ordinary shares and listed options
		Entitlement Offer A maximum of approximately 69,169,744 shares will be issued pursuant to the Entitlement Offer as described in the offer document. A maximum of approximately 34,584,872 listed options will also be granted on the basis of one listed option for every two Entitlement Shares. The Entitlement Offer comprises of two parts:  Institutional Entitlement Offer;  Retail Entitlement Offer.

• 3 Principal terms of the +securities Ordinary Shares fully paid, rank equally with (e.g. if options, exercise price and existing ordinary shares. expiry date; if partly paid Listed Options will be granted with an exercise +securities, the amount price of $0.03 and an expiry date of 30 outstanding and due dates for September 2016. (See full terms of the Listed

• payment; if +convertible Options set out in the Offer Document

• securities, the conversion price announced on 2 June 2015)

• and dates for conversion)

• See chapter 19 for defined terms.

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Ordinary Shares:

4 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted[+] securities?

If the additional[+] securities do not rank equally, please state:

Yes – the ordinary shares will rank equally with existing ordinary shares from the date of issue.

Listed Options:

Not Applicable. New class of option.

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration

Ordinary Shares - $0.02 per ordinary share

Listed Options – Nil, free attaching listed option

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

• 6a Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A?

The Company intends that the funds raised pursuant to the Entitlement Offer, together with existing cash, will be used for exploration and evaluation at Extension Tank prospect at Eastern Eyre project, fundraising costs and for general working cap.

Yes.

• If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i

• 6b The date the security holder resolution under rule 7.1A was passed

• 6c Number of[+] securities issued without security holder approval under rule 7.1

• 6d Number of +securities issued with security holder approval under rule 7.1A

• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

• 6f Number of[+] securities issued under an exception in rule 7.2

27 November 2014. Nil.

Nil. Nil.

1)	Approximately	69,169,744	Ordinary
	Shares.
2)	Approximately	34,584,872	Listed
	Options

6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A Cross reference: item 33 of Appendix 3B. 8 Number and+class of all+securities quoted on ASX (including the +securities in section 2 if applicable) 9 Number and+class of all +securities not quoted on ASX (_including_the+securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)		N/A	N/A	N/A
		N/A
		34,584,872
		Institutional Offer: Expected issue 15 June 2015 pursuant to the Accelerated Entitlement Offer. Retail Offer: Expected issue on 9 July 2015 pursuant to the Retail Entitlement Offer
		Number	+Class
		138,339,488	Ordinary Shares
		Number	+Class
		Nil	OrdinaryShares
		750,000	Unlisted Options
			Exercise Price	Expiry
			$0.054	30-Apr-16
		2,000,000	Unlisted Performance Rights expiring 30 June 2016.
		N/A

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

art 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue	No
	Non-renounceable
	Ordinary Shares - 1 New Share for every 2 shares held. Listed Option – 1 free attaching listed option for everytwo(2)New Shares.
	Fully paid Ordinary Shares Listed Options@ $0.03 expiry30-Sep-2016
	5 June 2015
	No
	Fractional entitlements will be rounded up to the nearest whole number
	All countries except Australia and New Zealand
	3 July 2015
	Bizzell Capital Partners Pty Ltd and PAC Partners Pty Ltd
	A management fee of an amount equal to 2.0% of the funds raised under the Rights Issue; and an underwriting fee of amount equal to 4.0% of the amount underwritten by the underwriters
	Bizzell Capital Partners Pty Ltd and PAC Partners Pty Ltd
	As per item 21

• See chapter 19 for defined terms.

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24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	1% of accepted application value
	N/A
	10 June 2015
	3 June 2015
	N/A
	N/A
	N/A
	N/A
	N/A
	Institutional: Expected issue on 15 June2015 Retail: Expected issue on 9 July2015

• See chapter 19 for defined terms.

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Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one ) (a) +Securities described in Part 1

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all N/A +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ................................................ Date : 2 June 2015 (Company secretary)

Print name: Angelo Gaudio

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid[+] ordinary securities on 121,440,000 issue 12 months before the[+] issue date or date of agreement to issue

Add the following:

• Number of fully paid[+] ordinary securities issued 9,910,000 Share Purchase Plan shares issued on 2 in that 12 month period under an exception in June 2014. rule 7.2

• • Number of fully paid[+] ordinary securities issued in that 12 month period with shareholder 3,200,000 Director Placement shares issued on 30 approval June 2014. 1,850,000 Deferred placement shares issued on 30 June 2014 (Approved by Shareholders at AGM held on 27 November 2014)..

• 500,000 Shares issued as consideration for option to acquire 2 tenements - issued on 3 September 2014 (Approved by Shareholders at EGM held on 10 June 2014).

• 1,439,488 NEDSP shares issued on 7 May 2015 (Approved by Shareholders at AGM held on 27 November 2014).

• • Number of partly paid[+] ordinary securities that Nil became fully paid in that 12 month period

Note:

• Include only ordinary securities here – other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period

• “A” 138,339,488

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 20,750,923

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Nil Nil

Nil

Note:

• This applies to equity securities, unless specifically excluded – not just ordinary securities

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

“C” Nil

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

capacity under rule 7.1
“A” x 0.15	20,750,923
Note: number must be same as shown in
Step 2
Subtract“C”	Nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	20,750,923
	[Note: this is the remaining placement capacity under
	rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A”Note: number must be same as shown in Step 1 of Part 1	138,339,488
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	13,833,949
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	Nil
“E”	Nil
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	13,833,949
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	13,833,949 Note: this is the remaining placement capacity under rule 7.1A

“A” x 0.10	13,833,949
Note: number must be same as shown in
Step 2
Subtract“E”	Nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.10] – “E”	13,833,949
	Note: this is the remaining placement
	capacity under rule 7.1A

• See chapter 19 for defined terms.

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