RENASCOR RESOURCES LIMITED — Capital/Financing Update 2016

Apr 10, 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

Ordinary Shares

• 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)

2,340,914

Ordinary Shares fully paid, rank equally with existing ordinary shares.

+ 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 not rankequally, please state:•the date from which they do•the extent to which they participate forthe next dividend, (in the case of atrust, distribution) or interest payment	Yes.
	•the extent to which they do not rankequally, other than in relation to thenext dividend, distribution or interestpayment
5	Issue price or consideration	2,340,914 Ordinary Shares @ $0.021252(using 30 Day VWAP)
6	Purpose of the issue(Ifissuedasconsiderationfortheacquisition of assets, clearly identify thoseassets)	Issue of Ordinary Shares as part of NonExecutive Directors' Share Plan (for NonExecutive Directors to sacrifice 50% of theirdirectors' fees to acquire Shares [NEDSPShares]), as approved at the Annual GeneralMeetingsofShareholdersheldon26November 2015.
6a	Is the entity an +eligible entity that hasobtained security holder approval underrule 7.1A?	Yes
	If Yes, complete sections 6b – 6h inrelation to the +securities the subject ofthis Appendix 3B, and comply with section6i
6b	The date the security holder resolutionunder rule 7.1A was passed	26 November 2015
6c	+securitiesNumberofissuedwithoutsecurity holder approval under rule 7.1	Nil
6d	Number of +securities issued with securityholder approval under rule 7.1A	Nil
6e	Number of +securities issued with securityholder approval under rule 7.3, or anotherspecific security holder approval (specifydate of meeting)	Nil
6f	Number of +securities issued under anexception in rule 7.2	Nil

+ See chapter 19 for defined terms.

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

59,266,630

11 April 2016

• 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.

9	Number and +class of all		Ordinary Shares
	+securities not quoted on ASX (including		Unlisted Options
	the +securities in section 2 if applicable)

		Number	+Class
8	Number and +class of all +securitiesquoted on ASX (including the +securities	237,066,524	Ordinary Shares
	in section 2 if applicable)	42,725,310	Listed Options @ $0.03expiring on 30 Sep 2016

		Number		+Class
9	Number and +class of all			Ordinary Shares
+securities not quoted on ASX (includingthe +securities in section 2 if applicable)		Unlisted Options
		Exercise Price	Expiry
		750,000	$0.054	30-Apr-16
		666,667	Unlisted Performance Rightsexpiring 30 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.

Part 2 - Pro rata issue

• 11 Is security holder approval required? N/A
• 12 Is the issue renounceable or nonrenounceable?
• 13 Ratio in which the +securities will be offered N/A
• 14 +Class of +securities to which the offer relates
• 15 +Record date to determine entitlements N/A
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions N/A
• 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

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 thebroker to the issue	N/A
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders	N/A
25	If the issue is contingent on securityholders' approval, the date of themeeting	N/A
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	N/A
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do security holders sell theirentitlementsinfullthroughabroker?	N/A
31	How do security holders sell part oftheir entitlements through a brokerand accept for the balance?	N/A

+ See chapter 19 for defined terms.

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

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.

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 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,(inthecaseofatrust,distribution) or interest payment•the extent to which they do notrankequally,otherthaninrelation to the next dividend,distribution or interest payment	N/A
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(ifissueduponconversionofanother +security, clearly identifythat other +security)	N/A
42	Number and +class of all +securitiesquotedonASX(includingthe+securities in clause 38)	NumberN/A	+Class

+ 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: 11 April 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	136,900,000
Add the following:	1,439,488 NEDSP Shares issued on 7 May2015 (Approved by Shareholders at
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval	AGM held on 27 November 2014).25,000,000 Placement Shares issued on 9 June2015 (Subsequently ratified byshareholders at AGM held on 26November 2015).31,500,000 Institutional component ofAccelerated Non-RenounceableEntitlement Offer shares issued on18 June 2015
Number of partly paid +ordinary•	14,200,612 Retail component of AcceleratedNon-Renounceable Entitlement Offershares issued on 9 July 2015.6,750,000 Entitlement Offer – Shortfall subunderwriting shares issued on 9 July2015.935,510 NEDSP Shares issued on 14October 2015 (Approved byShareholders at AGM held on 27
securities that became fully paid in that12 month periodNote:•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	November 2014).18,000,000 Ordinary Shares issued on 26February 2016 as consideration forthe acquisition of Sol Jar PropertyPty Ltd.2,340,914 NEDSP Shares issued pursuant toNon-Executive Directors SharePlan(for Non-Executive Directors tosacrifice 50% of their directors' feesto acquire Shares (NEDSP Shares),as approved by shareholder at AGMheld on 26 November 2015
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	Nil
"A"	237,066,524

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	35,559,978
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•With security holder approval under rule7.1 or rule 7.4Note:•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 separate	NilNilNil
line items"C"	Nil
capacity under rule 7.1	Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement
"A" x 0.15	35,559,978
Note: number must be same as shown inStep 2
Subtract "C"	Nil
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	35,559,978
	[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" Note: number must be same as shown in Step 1 of Part 1

237,066,524

Step 2: Calculate 10% of "A"

"D"	0.10Note: 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

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	23,706,652
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"	23,706,652
	Note: this is the remaining placement capacityunder rule 7.1A

+ See chapter 19 for defined terms.