RENASCOR RESOURCES LIMITED — Capital/Financing Update 2016

May 12, 2016

ASX Announcement

13 May 2016

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CAPITAL RAISING UPDATE

Renascor Resources Limited (ASX: RNU) is pleased advise that the upfront component of the placement announced on 11 May 2016 has now been completed with the company receiving the proceeds of $711,000 and securities allotted. An Appendix 3B – New Issue Announcement and Cleansing Statement pursuant to section 708 in this regard are attached.

The Company has agreed to increase the conditional (subject to receipt of shareholder approvals) component of the capital raising to $589,000 and has entered into additional firm commitment agreements in this regard increasing the overall capital raising total to $1,300,000. The additional funds raised will be applied to increase the Company’s working capital.

Background information

Renascor Resources is an Australian-based company focused on the discovery and development of economically viable mineral deposits. Renascor has an extensive tenement portfolio, holding interests in projects in key mineral provinces of South Australia, the Northern Territory and Western Australia, including significant graphite projects near Arno Bay, South Australia and at Munglinup, Western Australia.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Mr David Christensen Mr Angelo Gaudio +61 8 8363 6989 info@renascor.com.au Managing Director Company Secretary

ACN 135 531 341 36 North Terrace, Kent Town, SA 5067 Phone: +61 8 8363 6989 • Fax: +61 8 8363 4989 Email: info@renascor.com.au

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ASX code: RNU www.renascor.com.au

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 be Fully paid Ordinary Shares and Listed Options issued 2 Number of[+] securities issued or to 47,400,003 Ordinary Shares be issued (if known) or maximum 11,850,003 Listed Options number which may be issued 3 Principal terms of the[+] securities Ordinary Shares fully paid, rank equally with existing (e.g. if options, exercise price and ordinary shares. expiry date; if partly paid +securities, the amount outstanding Listed Options will be granted with an exercise price of and due dates for payment; if $0.03 and an expiry date of 30 September 2016. +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all Yes. 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	Ordinary Shares - $0.015 per ordinary share Listed Options – Nil, free attaching listed option
	The Company intends that the funds raised will be primarily used to fund resource expansion drilling on the Siviour deposit and to commence comprehensive metallurgical test work at Siviour.
	Yes
	26 November 2015
	23,693,351 Ordinary Shares 11,850,003 Listed Options
	23,706,652 Ordinary Shares
	Nil
	Nil

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 2

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.

Yes

The 15 Day VWAP is calculated as $0.0182 and was sourced from IRESS. 75% of VWAP = $0.0137 Issue Price = $0.015

• 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

N/A

• 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

16,624

• 7 +Issue dates

13 May 2016

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)

Number +Class 284,466,527 Ordinary Shares 54,575,313 Listed Options @ $0.03 expiring on 30 Sep 2016

• 9 Number and[+] class of all

• +securities not quoted on ASX ( including the[+] securities in section 2 if applicable)

Number	+Class	+Class
	OrdinaryShares
	Unlisted Options
	Exercise Price	Expiry
666,667	Unlisted Performance Rights expiring30 June 2016

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 4

Appendix 3B New issue announcement

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 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?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Issue date

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 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.

04/03/2013

Appendix 3B Page 6

Appendix 3B New issue announcement

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 respects from the[+] issue date with an existing[+] class of quoted[+] securities?

N/A

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 quoted on ASX ( including the +securities in clause 38)

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B New issue announcement

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: 13 May 2016 (Company secretary) Print name: Angelo Gaudio

== == == == ==

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 8

Appendix 3B New issue announcement

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 138,339,488 securities on issue 12 months before the +issue date or date of agreement to issue 25,000,000 Placement Shares issued on 9 June

• Add the following: 2015 (Subsequently ratified by

• • Number of fully paid[+] ordinary securities shareholders at AGM held on 26 issued in that 12 month period under an November 2015). exception in rule 7.2 31,500,000 Institutional component of Accelerated Non-Renounceable

• • Number of fully paid[+] ordinary securities Entitlement Offer shares issued on issued in that 12 month period with 18 June 2015 shareholder approval 14,200,612 Retail component of Accelerated

• • Number of partly paid[+] ordinary Non-Renounceable Entitlement Offer securities that became fully paid in that shares issued on 9 July 2015. 12 month period 6,750,000 Entitlement Offer – Shortfall subunderwriting shares issued on 9 July 2015.

• 935,510 NEDSP Shares issued on 14 October 2015 (Approved by Shareholders at AGM held on 27 November 2014).

• 18,000,000 Ordinary Shares issued on 26

• Note: February 2016 as consideration for • Include only ordinary securities here – the acquisition of Sol Jar Property other classes of equity securities cannot Pty Ltd. be added 2,340,914 NEDSP Shares issued pursuant to

• • Include here (if applicable) the securities Non-Executive Directors Share the subject of the Appendix 3B to which Plan(for Non-Executive Directors to this form is annexed sacrifice 50% of their directors’ fees

• • It may be useful to set out issues of to acquire Shares (NEDSP Shares), securities on different dates as separate as approved by shareholder at AGM line items held on 26 November 2015

• Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 237,066,524

Step 2: Calculate 15% of “A”

“B” 0.15

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

Appendix 3B New issue announcement

	[Note: this value cannot be changed]
Multiply“A” by 0.15	35,559,978
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 23,693,351 Ordinary Shares issued on 13 May 2016 as part of placement announced on 11 May 2016. 11,850,003 Listed Options issued on 13 May 2016 as part of placement announced on 11 May 2016.
“C”	35,543,354
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	35,559,978
Subtract“C” Note: number must be same as shown in Step 3	35,543,354
Total[“A” x 0.15] – “C”	16,624 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 10

Appendix 3B New issue announcement

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	237,066,524
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	23,706,652
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 23,706,652 Ordinary Shares issued on 13 May 2016 as part of placement announced on 11 May 2016.
“E”	23,706,652
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	23,706,652
Subtract“E” Note: number must be same as shown in Step 3	23,706,652
Total[“A” x 0.10] – “E”	Nil Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11

ASX Announcement

13 May 2016

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CLEANSING STATEMENT

Renascor Resources Limited (“the Company”) (ASX:RNU) hereby provides notice to the ASX for the purpose of section 708A(5)(e) of the Corporations Act that it has issued today 47,400,003 fully paid Ordinary Shares in the Company at an issue price of $0.015 per Ordinary Share and 11,850,003 free attaching listed Options @ $0.03 expiring on 30 September 2016 without disclosure to investors under Part 6D.2 of the Corporations Act to raise $711,000 (before costs) by way of a placement as announced on 11 May 2016 (“the Placement”).

The Company states that as at the date of this notice:

• It has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company and section 674 of the Corporations Act; and

• It is not aware of any excluded information with the meaning of Sections 708A(7) and 708A(8) of the Corporations Act.

An Appendix 3B with respect to the Placement was lodged by the Company with ASX on 13 May 2016.

Background information

Renascor Resources is an Australian-based company focused on the discovery and development of economically viable mineral deposits. Renascor has an extensive tenement portfolio, holding interests in projects in key mineral provinces of South Australia, the Northern Territory and Western Australia, including significant graphite projects near Arno Bay, South Australia and at Munglinup, Western Australia.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Mr David Christensen

Mr Angelo Gaudio

Managing Director Company Secretary +61 8 8363 6989 info@renascor.com.au

ACN 135 531 341 36 North Terrace, Kent Town, SA 5067 Phone: +61 8 8363 6989 • Fax: +61 8 8363 4989 Email: info@renascor.com.au

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ASX code: RNU

www.renascor.com.au