RENASCOR RESOURCES LIMITED — Capital/Financing Update 2016

Dec 4, 2016

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
• 1. Fully paid Ordinary Shares 2) Unlisted Options
• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)
• 1. 44,668,684 Ordinary Shares 2) 15,000,000 Unlisted Options@$0.05 expiring on 5 December 2019
• 1. Ordinary Shares fully paid, rank equally with existing ordinary shares
• 1. Unlisted Options@$0.05 expiring on 5 December 2019

+ See chapter 19 for defined terms.

4	Do the +securities rank equally in allrespects from the +issue date with anexisting +class of quoted +securities?If the additional +securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipate for the next dividend,(in the case of a trust, distribution)or interest payment•the extent to which they do notrank equally, other than in relationto the next dividend, distributionor interest payment	Yes.
5	Issue price or consideration	1)42,068,684OrdSharesvalueof$2,040,000and15,000,000unlistedoptions@$0.05 expiring 5Dec2019 asconsiderationforcompletionofacquisition of remaining 51% of EPM.2)2,600,000 Ord Shares @ $0.03 perShare.
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	1)Considerationforcompletionofacquisition of remaining 51% of EPMapproved by shareholders at AGM heldon 25Nov2016.2)Placement to Bizzell Capital PartnersPty Ltd approved by shareholders atAGM held on 25Nov2016.
6a	Is the entity an +eligible entity thathas obtained security holder approvalunder rule 7.1A?If Yes, complete sections 6b – 6h inrelation to the +securities the subject ofthis Appendix 3B, and comply withsection 6i	Yes
6b	Thedatethesecurityholderresolution under rule 7.1A was passed	25 November 2016
6c	Number of +securities issued withoutsecurity holder approval under rule 7.1	N/A
6d	Number of +securities issued withsecurity holder approval under rule7.1A	N/A

+ See chapter 19 for defined terms.

6e	Number of +securities issued withsecurity holder approval under rule7.3, or another specific security holderapproval (specify date of meeting)	44,668,864 Ordinary Shares15,000,000expiring 5Dec201925Nov2016.	Unlisted	Options@$0.05Approved by shareholders at AGM held on
6f	Number of +securities issued under anexception in rule 7.2	N/A
6g	If +securities issued under rule 7.1A,was issue price at least 75% of 15 dayVWAP as calculated under rule 7.1A.3?Include the +issue date and bothvalues.Include the source of theVWAP calculation.	N/A
6h	If +securities were issued under rule7.1A for non-cash consideration, statedateonwhichvaluationofconsideration was released to ASXMarket Announcements	N/A
6i	Calculate the entity's remaining issuecapacity under rule 7.1 and rule 7.1A –complete Annexure 1 and release toASX Market Announcements	120,698,465
7	+Issue dates	5 December 2016
	Note: The issue date may be prescribed by ASX (referto the definition of issue date in rule 19.12).Forexample, the issue date for a pro rata entitlement issuemust comply with the applicable timetable inAppendix 7ACross reference: item 33 of Appendix 3B.
		Number	+Class
8	Number and +class of all +securitiesquotedonASX(includingthe+securities in section 2 if applicable)	482,793,861		Ordinary Shares
		Number		+Class
9	Number and +class of all			Ordinary Shares
	+securitiesnotquotedonASX			Unlisted Options
	(including the +securities in section 2if applicable)		Exercise Price	Expiry
		15,000,000	$0.05	5 Dec 2019
10	Dividend policy (in the case of a trust,distribution policy) on the increasedcapital (interests)	N/A

+ See chapter 19 for defined terms.

Part 2 - Pro rata issue

11	Is security holder approval required?	N/A
12	Istheissuerenounceableornonrenounceable?	N/A
13	Ratio in which the +securities will beoffered	N/A
14	+Class of +securities to which the offerrelates	N/A
15	+Record date to determine entitlements	N/A
16	Will holdings on different registers (orsubregisters)beaggregatedforcalculating entitlements?	N/A
17	Policyfordecidingentitlementsinrelation to fractions	N/A
18	Names of countries in which the entityhas security holders who will not be sentnew offer documentsNote: Security holders must be told how their entitlements	N/A
	are to be dealt with.Cross reference: rule 7.7.
19	Closing date for receipt of acceptances orrenunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee orcommission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the brokerto the issue	N/A
24	Amount of any handling fee payable tobrokerswholodgeacceptancesorrenunciationsonbehalfofsecurityholders	N/A
25	If the issue is contingent on securityholders'approval,thedateofthemeeting	N/A

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 4

• 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 N/A

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

N/A

N/A

N/A

N/A

N/A

N/A

N/A

+ See chapter 19 for defined terms.

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

Entities that have ticked box 34(b)

38	Number of +securities for which+quotation is sought	N/A
39	+Class+securitiesofforwhichquotation is sought	N/A
40	Do the +securities rank equally in allrespects from the +issue date with+classanexistingofquoted+securities?If the additional +securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipate for the next dividend,(inthecaseofatrust,	N/A
	distribution) or interest payment•the extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment

+ See chapter 19 for defined terms.

41	Reason for request for quotationnow	N/A
	Example: In the case of restricted securities, end ofrestriction period
	(ifissueduponconversionofanother +security, clearly identifythat other +security)
		+ClassNumber

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

N/A

+ See chapter 19 for defined terms.

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: 5 December 2016 (Company secretary)

Print name: Angelo Gaudio

• See chapter 19 for defined terms.

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 capacityis calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	216,725,610
Add the following:	18,000,000 Ordinary Shares issued on 26February 2016 as consideration for
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2	the acquisition of Sol Jar PropertyPty Ltd approved by Shareholders.2,340,914 NEDSP Shares issued pursuant to
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval	Non-Executive Directors SharePlan(for Non-Executive Directors tosacrifice 50% of their directors' fees
Number of partly paid +ordinary•securities that became fully paid in that12 month period	to acquire Shares (NEDSP Shares),as approved by shareholder at AGMheld on 26 November 201547,400,003 Placement Shares issued on 17 May2016 as approved by Shareholdersat EGM held on 30 June 2016.600,001 Ordinary Shares on exercise of600,001 performance rights issuedunder the Performance Rights Planapproved by shareholders at AGMon 30 November 2012.38,666,667 Consideration Shares issued to EPMShareholders for the acquisition of29% of the issued shares of EPM, asapproved by shareholders at GMheld on 30 June 2016.39,266,668 Ordinary Shares and 9,816,668 freeattaching listed Options as part of aplacement as approved byshareholders at GM held on 30 June2016.32,500 Exercise of Listed Options expiring30 September 2016.46,487,767 Exercise of Listed Options expiring30 September 2016.17,871,714 Shortfall of Underwritten Exercise ofListed Options expiring 30Sep2016.10,733,333 Placement Shares issued on 21October 2016 and subsequentlyapproved by shareholders at AGM

+ See chapter 19 for defined terms.

Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items	42,068,684 Ord Shares issued on 5Dec2016 asconsideration for completion ofacquisition of remaining 51% of EPMas approved by shareholders atAGM held on 25 November 2016.2,600,000 Placement to Bizzell CapitalPartners Pty Ltd approved byshareholders at AGM held on25Nov2016.
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	Nil
"A"	482,793,861
Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	72,419,079
that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule 7.1
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
•Under an exception in rule 7.2
•Under rule 7.1A	Nil
•With security holder approval under rule7.1 or rule 7.4	NilNil
Note:
•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items	Nil
"C"	Nil
capacity under rule 7.1	Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement

Note: number must be same as shown in

Step 2

+ See chapter 19 for defined terms.

Subtract "C"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	72,419,079
	[Note: this is the remaining placement capacityunder rule 7.1]

+ See chapter 19 for defined terms.

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"	482,793,861
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	48,279,386
that has already been used	Step 3: Calculate "E", the amount of placement capacity under rule 7.1A
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A	Nil
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items
"E"	Nil

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10	48,279,386
Note: number must be same as shown inStep 2
Subtract "E"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	48,279,386
	Note: this is the remaining placement capacityunder rule 7.1A

+ See chapter 19 for defined terms.