RENASCOR RESOURCES LIMITED — Capital/Financing Update 2016

Aug 24, 2016

Appendix 3B New issue announcement

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 Fully paid Ordinary be issued 2 Number of[+] securities issued or to 32,500 Ordinary Shares be issued (if known) or maximum number which may be issued 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 +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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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:  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 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? 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	Yes.
	$0.03 per Ordinary Share
	Exercise of Listed Options expiring 30 September 2016
	Yes
	26 November 2015
	N/A
	N/A
	N/A
	32,500 Ordinary Shares

• See chapter 19 for defined terms.

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	Appendix 3B New issue announcement	Appendix 3B New issue announcement	Appendix 3B New issue announcement	Appendix 3B New issue announcement
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
	90,758,090
	25 August 2016
	Number		+Class
	363,032,363 64,359,481		Ordinary Shares Listed Options @ $0.03 expiring on 30 Sep 2016
	Number	+Class
		OrdinaryShares
		Unlisted Options
		Exercise Price		Expiry
	N/A

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

• 11 Is security holder approval required? N/A 12 Is the issue renounceable or nonN/A renounceable?

• 13 Ratio in which the[+] securities will be N/A offered

• 14 +Class of +securities to which the offer N/A relates

• 15 +Record date to determine entitlements N/A 16 Will holdings on different registers (or N/A subregisters) be aggregated for calculating entitlements?

• 17 Policy for deciding entitlements in N/A relation to fractions

• 18 Names of countries in which the entity N/A 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 N/A renunciations

• 20 Names of any underwriters N/A 21 Amount of any underwriting fee or N/A commission

• 22 Names of any brokers to the issue N/A 23 Fee or commission payable to the broker N/A to the issue

• 24 Amount of any handling fee payable to N/A brokers who lodge acceptances or renunciations on behalf of security holders

• 25 If the issue is contingent on security N/A holders’ approval, the date of the meeting

• See chapter 19 for defined terms.

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		Appendix 3B New issue announcement
	26 Date entitlement and acceptance form and offer documents will be sent to persons entitled	N/A
	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
		N/A
		N/A
		N/A
		N/A
		N/A
		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

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

• See chapter 19 for defined terms.

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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 N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in all N/A 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 now N/A 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[[+]] securities N/A

42 Number and[[+]] class of all[[+]] 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: 25 August 2016 (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 215,790,100 securities on issue 12 months before the + issue date or date of agreement to issue 935,510 NEDSP Shares issued on 14

• Add the following: October 2015 (Approved by

• • Number of fully paid[+] ordinary securities Shareholders at AGM held on 27 issued in that 12 month period under an November 2014). exception in rule 7.2 18,000,000 Ordinary Shares issued on 26 February 2016 as consideration for

• • Number of fully paid[+] ordinary securities the acquisition of Sol Jar Property

• issued in that 12 month period with Pty Ltd approved by Shareholders.

• shareholder approval 2,340,914 NEDSP Shares issued pursuant to

• • Number of partly paid[+] ordinary Non-Executive Directors Share securities that became fully paid in that Plan(for Non-Executive Directors to 12 month period sacrifice 50% of their directors’ fees to acquire Shares (NEDSP Shares), as approved by shareholder at AGM held on 26 November 2015

• 47,400,003 Placement Shares issued on 17 May 2016 as approved by Shareholders at EGM held on 30 June 2016.

• Note: 600,001 Ordinary Shares on exercise of

• • Include only ordinary securities here – 600,001 performance rights issued

• other classes of equity securities cannot be added under the Performance Rights Plan approved by shareholders at GM on

• • Include here (if applicable) the securities 30 June 2012.

• the subject of the Appendix 3B to which this form is annexed 38,666,667 Consideration Shares issued to EPM Shareholders for the acquisition of

• • It may be useful to set out issues of 29% of the issued shares of EPM, as

• securities on different dates as separate line items approved by shareholders at GM held on 30 June 2016.

• 39,266,668 Ordinary Shares and 9,816,668 free attaching listed Options as part of a placement as approved by shareholders at GM held on 30 June 2016.

• 32,500 Exercise of Listed Options expiring 30 September 2016

• See chapter 19 for defined terms.

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Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 363,032,363

Step 2: Calculate 15% of “A”

	Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
	“A”	363,032,363
	Step 2: Calculate 15% of “A”
	“B”	0.15 [Note: this value cannot be changed]
	Multiply“A” by 0.15	54,454,854
	Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
	Insertnumber 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 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	Nil Nil Nil
	“C”	Nil
	Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
	“A” x 0.15 Note: number must be same as shown in Step 2	54,454,854
	Subtract“C” Note: number must be same as shown in Step 3	Nil
	Total[“A” x 0.15] – “C”	54,454,854 [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

“A” 363,032,363 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

art 2	art 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	363,032,363
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	36,303,236
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	36,303,236
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	36,303,236 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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