RENASCOR RESOURCES LIMITED

RENASCOR RESOURCES LTD

ACN 135 531 341

PROSPECTUS

For the offer of:

(a) 60,349,030 Listed Options to participants of tranche 1 of the Placement and 26,888,541 Listed Options to participants of tranche 2 of the Placement (all exercisable at $0.03 each on or before 31 October 2019) (Placement Offer) ;
(b) 20,000,000 Listed Options (exercisable at $0.03 each on or before 31 October 2019) to the Lead Manager 1 (Lead Manager 1 Offer) ;
(c) 5,000,000 Listed Options (exercisable at $0.03 each on or before 31 October 2019) to the Lead Manager 2 (Lead Manager 2 Offer) ; and
(d) A total of 2,523,529 Listed Options (exercisable at $0.03 each on or before 31 October 2019) to Directors and former Directors who participated in the Conditional Placement (Conditional Offer) ,

(together, the Offers).

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Listed Options being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Listed Options offered under this Prospectus should be considered speculative.

2	Contents
1	CORPORATE DIRECTORY........................................................................................................................................ 2
2	TIMETABLE AND IMPORTANT NOTES .................................................................................................................... 3
3	DETAILS OF THE OFFER .......................................................................................................................................... 4
4	PURPOSE AND EFFECT OF THE OFFERS ............................................................................................................. 6
5	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ....................................................................................... 8
6	RISK FACTORS .......................................................................................................................................................... 9
7	ADDITIONAL INFORMATION ................................................................................................................................... 13
8	DIRECTORS' AUTHORISATION .............................................................................................................................. 17
9	DEFINITIONS ............................................................................................................................................................ 18

1 CORPORATE DIRECTORY

Directors

Richard Keevers - Non-Executive Chairman David Christensen - Managing Director Geoffrey McConachy - Executive Director Stephen Bizzell - Non-Executive Director Chris Anderson- Non-Executive Director

Company Secretary Angelo Gaudio

Auditor*

BDO Level 7, BDO Centre 420 King William Street Adelaide, South Australia 5000

Solicitors

MSM Legal 11-13 Gilbert Street Adelaide, South Australia 5000

Share Registry*

Link Market Services Limited

ANZ Building, Level 15, 324 Queen Street, Brisbane QLD 4000

Phone: 1300 554 474 Fax: +61 2 9287 0303

Securities Exchange Listing

Renascor Resources limited shares are listed on the Australian Securities Exchange* Ordinary fully paid shares (ASX Code: RNU)

Registered Office /Principal place of business

36 North Terrace, Kent Town, SA 5067 Phone : +61 8 8363 6989 Fax : +61 8 8363 4989 Email : [email protected] Website : www.renascor.com.au

* These entities have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only.

2.3 Web Site - Electronic Prospectus

2 TIMETABLE AND IMPORTANT NOTES

2.1 Timetable

Action	Date
Lodgement of Prospectus with the ASIC and ASX	21 November 2017
Opening Date	21 November 2017
Closing Date*	12pm (Adelaide time), 28 November 2017
Expected date of Official Quotation of Listed Options	28 November 2017

The Directors reserve the right to extend the Closing Date at any time without notice. As such, the date the Listed Options are expected to commence trading on ASX may vary with any change in the Closing Date.

2.2 Important Notes

This Prospectus is dated 21 November 2017 and was lodged with ASIC on that date. ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Listed Options may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Each of the Offers is only available to those persons who are personally invited to participate in the Offers. Applications for Listed Options offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus. The Company will provide an Application Form to the persons who may be eligible to participate in the Offers. The Offers are not available to the general public.

This Prospectus is a transaction specific prospectus for an offer of options to acquire continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers from whom potential investors may seek advice.

A copy of this Prospectus can be downloaded from the website of the Company at www.renascor.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company. The Company reserves the right to refuse to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

2.4 Risk Factors

Potential investors should be aware that subscribing for Listed Options in the Company involves a number of risks. Key risk factors for investors are set out in Section 6 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities and not specifically referred to, may affect the value of the Listed Options in the future or the value of Shares issued on exercise of the Listed Options in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Listed Options pursuant to this Prospectus.

2.5 Overseas Investors

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law. Persons who receive or gain access to this document outside Australia should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Listed Options in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

2.6 Disclaimer

No person is authorised to give any information or to make any representation in connection with the Offers described in this Prospectus which are not contained in this Prospectus. Any information not so contained may not be relied upon as having been authorised by the Company or any other person in connection with the Offers.

3 DETAILS OF THE OFFER

provided by the Company to the Lead Manager 1 (or its nominee).

3.1 The Placement Offer

On 20 September 2017, the Company announced that it had received firm commitments for a placement to raise approximately $3.05 million (before costs) ( Placement ). The initial tranche of the Placement was completed on 27 September 2017 by the issue of 120,698,060 Shares at $0.017 per Share ( Placement Shares ) to raise approximately $2.052 million (before costs). The Placement Shares were issued within the Company's available capacity under ASX Listing Rules 7.1 and 7.1A (the Tranche 1 Placement ).

A further placement of 53,777,082 Shares on the same terms was offered, subject to shareholder approval to issue the additional shares (the Tranche 2 Placement ). Shareholder approval of the Tranche 2 Placement was obtained at the annual general meeting of the Company held on 20 November 2017 ( the AGM ). The Company also obtained Shareholder approval for the ratification of previously issued Shares at the AGM, which will enable the Company to issue further securities under ASX Listing Rules 7.1 and 7.1A.

Investors who subscribed to Shares pursuant to the Tranche 1 Placement and Tranche 2 Placement (together Placement ) were offered one (1) attaching Listed Option for every 2 Shares subscribed in the Placement, with these Listed Options being subject to Shareholder approval. Shareholder approval for the Placement Listed Options was obtained at the AGM.

The Company is required to issue this Prospectus to allow for secondary trading on the ASX of the Listed Options and resultant Shares that may be issued in the future if any of these Listed Options are exercised.

The Company is now inviting investors in the Placement to submit applications under the Placement Offer for 60,349,030 Listed Options (in respect of the Tranche 1 Placement) and 26,888,541 Listed Options (in respect of the Tranche 2 Placement).

All Listed Options under this Prospectus are to be issued for nil cash consideration.

The Placement Offer is open only to persons who participated in the Placement. Application Forms under the Placement Offer will only be provided by the Company to these persons.

The terms of the Listed Options are set out in Section 5.1 of this Prospectus.

3.2 The Lead Manager 1 Offer

The Company is inviting applications under the Lead Manager 1 Offer for 20,000,000 Listed Options for nil cash consideration.

The Lead Manager 1 Offer is open only to the Lead Manager 1 (or its nominee) in consideration for professional services provided to the Company. An Application Form under the Lead Manager 1 Offer will be

The terms of the Listed Options are set out in Section 5.1 of this Prospectus.

3.3 The Lead Manager 2 Offer

The Company is inviting applications under the Lead Manager 2 Offer for 5,000,000 Listed Options for nil cash consideration.

The Lead Manager 2 Offer is open only to the Lead Manager 2 (or its nominee) in consideration for professional services provided to the Company. An Application Form under the Lead Manager 2 Offer will be provided by the Company to the Lead Manager 2 (or its nominee).

The terms of the Listed Options are set out in Section 5.1 of this Prospectus.

3.4 The Conditional Offer

Shareholder approval for director participation for a total of 5,047,058 Shares in the Placement was obtained at the AGM ( Conditional Placement ).

The Company is inviting applications under the Conditional Offer for 2,523,529 Listed Options (being one Listed Option for every 2 Shares under the Conditional Placement, for nil cash consideration.

The Conditional Offer is open only to:

(a) Mr Stephen Bizzell (and/or nominee) in respect of 1,250,000 Listed Options;
(b) Mr Andrew Martin (and/or nominee) in his capacity as a former Director in respect of 300,000 Listed Options;
(c) Mr Chris Anderson (and/or nominee) in respect of 588,235 Listed Options;
(d) Mr Geoffrey McConachy (and/or nominee) in respect of 235,294 Listed Options;
(e) Mr David Christensen (and/or nominee) in respect of 150,000 Listed Options;

All Listed Options under the Conditional Offer are to be issued for nil consideration.

Application Forms under the Conditional Offer will only be provided by the Company to the above named Directors (and former Directors) (or their respective nominees).

The terms of the Listed Options are set out in Section 5.1 of this Prospectus.

3.5 Objective

(a) Making of the Offers

The primary purpose of this Prospectus is to make the Offers with the information and disclosure required for an offer of securities under Chapter 6D of the Corporations Act.

(b) Removal of secondary trading restrictions

By offering the Listed Options under this Prospectus, the secondary trading restrictions that would otherwise be applicable in respect of the Listed Options will be

removed. Specifically, the offer of the Listed Options under this Prospectus will have the following effects:

(i) the on-sale of the Listed Options within 12 months of their issue will not require disclosure under Part 6D.2 of the Corporations Act; and
(ii) the on-sale of any Shares issued on the exercise of the Listed Options within 12 months of their issue will likewise not require disclosure under Part 60.2 of the Corporations Act, by virtue of the relief provided by ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80.

While the issue of the Listed Options and any Shares issued pursuant to the exercise of any Listed Options is not being undertaken by the Company for the purpose of any Listed Option holders selling or transferring the Listed Options or underlying Shares, the Directors consider that the persons who are issued the Listed Options and underlying Shares should be entitled, if they wish, to on-sell their securities prior to the expiry of 12 months after their issue without the need for disclosure under Part 6D.2 of the Corporations Act.

The Shares issued under the Placement were or will be issued without disclosure in reliance on exceptions from disclosure in section 708 of the Corporations Act. The issue of cleansing notices under section 708A (5) of the Corporations Act will allow the on-sale of the Shares issued under the Placement without disclosure.

3.6 Application for Listed Options

Applications for Listed Options under the Offers may only be made by investors designated by the Company and must be made using the Application Form accompanying this Prospectus.

By completing an Application Form, you will be taken to have declared that all details and statements made by you are complete and accurate and that you have received personally the Application Form together with a complete and unaltered copy of the Prospectus.

Completed Application Forms must be mailed or delivered to the Company as follows:

Delivery by hand or post 36 North Terrace, Kent Town, SA 5067 Delivery by Email '[email protected]'

Completed Application Forms must reach the address set out above by no later than the Closing Date.

3.7 Defects in Applications

If an Application Form is not completed correctly, the Company may, in its discretion, still treat the Application Form to be valid. The Company’s decision to treat an application as valid, or how to construe, amend or complete it, will be final.

3.8 Minimum subscription

There is no minimum subscription.

3.9 Oversubscriptions

No oversubscriptions will be accepted by the Company under the Offers.

3.10 Not underwritten

The Offers are not underwritten.

3.11 Issue of Listed Options

The issue of Listed Options under the Offers will take place as soon as practicable after the Closing Date.

The Directors reserve the right to reject any application or to allocate any Applicant fewer Listed Options than the number applied for.

Application for Official Quotation of the Listed Options offered pursuant to this Prospectus will be made within 7 days of the date of this Prospectus. If ASX does not grant Official Quotation of the Listed Options offered pursuant to this Prospectus before the expiration of 3 months after the date of issue of this Prospectus, (or such period as varied by ASIC), the Company will not issue any Listed Options under this Prospectus.

The granting of Official Quotation to the Listed Options by ASX is not to be taken in any way as an indication of the merits of the Company or the Listed Options now offered for subscription.

3.12 No exposure period

No exposure period applies to the Listed Options offered under this Prospectus due to the relief granted by ASIC Corporations (Exposure Period) Instrument 2016/74.

3.13 Restrictions on the distribution of the

Prospectus

The distribution of this Prospectus outside the Commonwealth of Australia may be restricted by law. The Offers do not, and are not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

Residents of countries outside Australia should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed should they wish to make an application to take up Listed Options on the basis of this Prospectus. The return of a duly completed Application Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all approvals and consents have been obtained.

3.14 Enquiries

Any questions concerning the Offers should be directed to Mr. Angelo Gaudio, Company Secretary, on (08) 8363 6989.

4 PURPOSE AND EFFECT OF THE OFFERS

Notes:

4.1 Purpose of the Offers

(a) Making of the Offers

The primary purpose of this Prospectus is to make the Offers with the information and disclosure required for an offer of securities under Chapter 6D of the Corporations Act.

(b) Removal of secondary trading restrictions

By offering the Listed Options under this Prospectus, the secondary trading restrictions that would otherwise be applicable in respect of the Listed Options will be removed. Specifically, the offer of the Listed Options under this Prospectus will have the following effects:

(i) the on-sale of the Listed Options within 12 months of their issue will not require disclosure under Part 6D.2 of the Corporations Act; and
(ii) the on-sale of any Shares issued on the exercise of the Listed Options within 12 months of their issue will likewise not require disclosure under Part 6D.2 of the Corporations Act, by virtue of the relief provided by ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80.

As the Listed Options are issued for nil cash consideration, no funds will be raised by the issue of the Listed Options.

4.2 Effect of the Offers on capital structure

The effect of the Offers on the Company's capital structure is set out below.

Shares1,2	Number
Shares currently on issue	606,066,325
Tranche 2 Placement Shares3	53,777,082
Conditional Placement Shares3	5,047,058
Total Shares on issue on completion of the Offers	664,890,465

Notes :

1. The rights and liabilities attaching to the Shares are summarised in Section 5.2 of this Prospectus

2. This assumes the Offers are fully subscribed and no Options are exercised. 1. .

3. To be issued subject to Shareholder approval at the AGM.

Options	Number
Unlisted Options on issue as at the date of this Prospectus exercisable at $0.05 expiring on 5 December 2019.	15,000,000
Total unlisted Options	15,000,000
Options offered under this Prospectus	114,761,100
Total Listed Options on issue on completion of the Offers	114,761,100
Total Options on issue on completion of the Offers	129,761,100

1. The terms of the Listed Options are set out in Section 5.1 of this Prospectus.

4.3 Financial effect of the Offers

The Listed Options will be issued for nil cash consideration and accordingly no funds will be raised by the issue of the Listed Options. However, as announced on ASX on 20 September 2017, the Company:

(a) raised approximately $2.05m (before fees) $1.9m (after fees) from the Tranche 1 Placement; and
(b) anticipates raising approximately $914,210 (before fees) from the Tranche 2 Placement; and
(c) anticipates raising approximately $85,800 (before fees) from the Conditional Placement

pursuant to which the Listed Options are being offered.

The expenses of the Offers under this Prospectus (of approximately $25,000) will be met from the Company's existing cash reserves.

As such, the Offers will have a negative effect on the Company’s cash reserves of approximately $25,000.

4.4 Statement of Financial Position

Set out below is:

(i) The audited consolidated balance sheet of the Company as at 30 June 2017; and
(ii) The unaudited pro-forma consolidated balance sheet (see over page) as at 30 June 2017 incorporating the effect of the Offers, the Placement and the Conditional Placement.

The significant accounting policies upon which the Statement of Financial Position and the Pro-Forma Statement of Financial Position are based are contained in the audited Annual Report to Shareholders for the 12 month period ended 30 June 2017 as announced on ASX on 18 October 2017.

The unaudited pro-forma consolidated balance sheet as at 30 June 2017 is based on the following assumptions and adjusted to account for the following:

(a) the Offers were effective as at 30 June 2017;
(b) no further Shares are issued (including by way of exercise of Options);
(c) completion of the Placement and the Conditional Placement to raise $3.05m; and
(d) includes expenses of the Offers of approximately $25,000.

The pro forma Statement of Financial Position has been prepared on the basis that there have been no material movements in the assets and liabilities of the Company between the unaudited management accounts as at 30 June 2017 and the close of the Offers.

Pro-forma Balance Sheet

CURRENT ASSETS Cash and cash equivalents Other receivables Other Total Current Assets NON CURRENT ASSETS Property, plant and equipment Exploration and evaluation Other Total Non-Current Assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Provisions Total Current Liabilities NON CURRENT LIABILITIES Provisions Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Accumulated losses TOTAL EQUITY	Audited Balance Sheet as at 30Jun17 Effect of the Offe_rs_ & Placement Pro-forma Balance Sheet post Offers & Placement
	$ $ $ 1,230,213 2,794,365 4,024,578 39,076 0 39,076 10,963 0 10,963
	1,280,252 2,794,365 4,074,617
	4,287 0 4,287 7,333,025 0 7,333,025 20,000 20,000
	7,357,312 0 7,357,312
	8,637,564 2,794,365 11,431,929
	284,225 0 284,225 136,811 0 136,811
	421,036 0 421,036
	98,082 0 98,082
	98,082 0 98,082
	519,118 0 519,118
	8,118,446 2,794,365 10,912,811
	18,628,616 2,546,977 21,175,593 (17,161) 247,388 230,227 (10,493,009) 0 (10,493,009)
	8,118,446 2,794,365 10,912,811

5 RIGHTS AND LIABILITIES ATTACHING TO SECURITIES

The following sets out the terms of the Listed Options to be issued under this Prospectus and a summary of the more significant rights and liabilities attaching to Shares to be issued on exercise of the Listed Options.

This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

prior to the record date to determine entitlements to the dividend.

(i) Subject to the Company being listed on the ASX, the Company shall apply for listing on the ASX of the resultant Shares of the Company issued upon exercise of any Option.
(j) If there is a pro rata issue (except a bonus issue), the Exercise Price of an Option may be reduced according to the following formula:

O[’] = O – E [P - (S + D)]

N + 1

Where:

5.1 Terms and conditions of the Listed Options

The following are the terms and conditions of the Listed Options being offered pursuant to this Prospectus.

Definitions:

Exercise Price means $0.03.

Issue Da te means the date of issue of the Options under this Prospectus,

Expiry Date means the 31 October 2019.

Options means the RNU Options.

Company means RNU.

Terms

(a) The Options will vest on the Issue Date.
(b) The Options will lapse on the Expiry Date.
(c) The Options are options to subscribe for ordinary shares (Shares) in the capital of the Company.
(d) The Options are expected to be quoted on the ASX.
(e) The Options may be exercised wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the Exercise Price per Option to the Company at any time on or after the Issue Date and on or before the Expiry Date.
(f) Upon the valid exercise of the Options and payment of the Exercise Price, the Company will issue Shares ranking pari passu with the then issued shares.
(g) Option holders do not have any right to participate in new issues of securities in the Company made to shareholders generally. The Company will, where required pursuant to the ASX Listing Rules, provide Option holders with notice prior to the books record date (to determine entitlements to any new issue of securities made to shareholders generally) to exercise the Options, in accordance with the requirements of the ASX Listing Rules.
(h) The Option holder does not participate in any dividends unless the Options are exercised and the resultant Shares of the Company are issued
O[’] = the new exercise price of the Option
O = the old exercise price of the Option
E = the number of underlying Shares into which one Option is exercisable

P =if the Company is listed on the ASX, the average market price per Share (weighted by reference to volume) of the underlying Shares during the five (5) trading days ending on the day before the ex rights date or ex entitlements date; or if the Company is not listed on the ASX, the market value determined by the auditor of the Company.

S = the subscription price for a Share under the pro rata issue
D = the dividend due but not yet paid on existing underlying Shares (except those to be issued under the pro rata issue)
N = the number of Shares with rights or entitlements that must be held to receive a right to one new Share .
(k) If there is a bonus issue to the holders of Shares in the Company, the number of Shares over which the Option is exercisable may be increased by the number of Shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.
(l) The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of Shares in the Company approve of such a change. However, the terms of the Options shall not be changed to reduce the Exercise Price, increase the number of Options or change any period for exercise of the Options.
(m) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:
(n) the number of Options, the Exercise Price of the Options, or both will be reconstructed (as appropriate) in a manner consistent with the ASX Listing Rules as applicable at the time of reconstruction, but with the intention that such reconstruction will not result in any benefits being

conferred on the holders of the Options which are not conferred on shareholders; and

(o) subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Options will remain unchanged.

5.2 Rights attaching to Shares

Shares issued on exercise of Listed Options acquired pursuant to this Prospectus are ordinary shares and will, as from their allotment, rank equally in all respects with all existing Shares. The following is a summary of the more significant rights and liabilities attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General meetings

Each Shareholder will be entitled to receive notice of general meetings of the Company.

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D, F and G of the Corporations Act and the Constitution of the Company.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders:

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(ii) on a show of hands, every Shareholder present in person, or by proxy, attorney or representative has one vote; and
(iii) on a poll, every Shareholder present in person, or by proxy, attorney or representative has one vote for each Share held and a fraction of a vote for each partly paid Share equivalent to the proportion which the amount paid is of the total amounts paid on the Share. In the case of an equality of votes, the Chairman does not have a casting vote in addition to the Chairman’s deliberative vote (if any).

(c) Dividend rights

Subject to the Corporations Act, the ASX Listing Rules and any rights or restrictions attached to a class of shares, the Company may from time to time pay dividends as the Directors so resolve out of the profits of the Company. All dividends must be paid proportionately to the amounts paid (not credited) on the Shares during

any portion or portions of the period in respect of which the dividend is paid.

No dividend shall carry interest as against the Company. (d) Winding-up

If the Company is wound up, the liquidator may, with the sanction of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as the liquidator considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the sanction of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any shares or other securities in respect of which there is any liability. Shareholder liability

As the Shares issued will be fully paid shares, they will not be subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(e) Transfer of shares

Generally, shares in the Company are freely transferable, subject to satisfying the requirements of the ASX Listing Rules, the ASX Settlement Operating Rules and the Corporations Act. The Directors may decline to register any transfer of Shares or apply a holding lock to prevent a transfer, but only where permitted to do so by the ASX Listing Rules, the ASX Settlement Operating Rules or under the Constitution.

(f) Future increase in capital

The Directors may issue Shares to any person on such terms as the Directors determine, subject to the Corporations Act, ASX Listing Rules and the Constitution, and without prejudice to any special rights of the holders of existing securities or class of securities. (g) Variation of rights

Subject to the Corporations Act, where shares of different classes are on issue, the rights attaching to the shares of a class (unless otherwise provided by their terms of issue) may only be varied by a special resolution passed at a separate general meeting of those shares of that class, or with the written consent of the holders of at least 75% of the issued shares in that class.

(h) Alteration of constitution

In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days’ written notice specifying the intention to propose the resolution as a special resolution, must be given.

6 RISK FACTORS

The Securities offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus and to consult their professional advisers before deciding whether to apply for Listed Options pursuant to this Prospectus.

There are specific risks which relate directly to the Company’s business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Securities.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed. Shareholders should consult their stockbroker, solicitor, accountant or other financial adviser if they are in any doubt as to the value of the Offer and in particular in relation to taxation implications

6.1 Company specific

(a) Potential for significant dilution

It is not possible to predict what the value of the Company or a Share will be following the completion of the Offer and the Directors do not make any representation as to such matters.

The last trading price of Shares on ASX prior to the prospectus being lodged is not a reliable indicator as to the potential trading price of Shares after implementation of the Offer.

(b) Speculative investment

The Company is at an early stage of its development and accordingly there are significant risks associated with investing in the Company. Potential investors should take into account the risks of taking up the Offer or of exercising their subsequent rights to under the Listed Options to acquire Shares and consider carefully whether investing in Shares is an appropriate investment in light of their personal circumstances.

(c) Exploration and evaluation risks

The success of the Company depends on the delineation of economically minable reserves and resources in the Company’s exploration tenements, access to required development capital, movement in the price of commodities, securing and maintaining title to the Company’s exploration and mining tenements and obtaining all consents and approvals necessary for the conduct of its exploration activities.

(d) Ability to exploit successful discoveries

It may not always be possible for the Company to exploit successful discoveries which may be made in areas in which the Company has an interest. Such exploration would involve obtaining the necessary licenses or clearances from the relevant authorities that may require

conditions to be satisfied and/or the exercise of discretions by such authorities. It may or may not be possible for such conditions to be satisfied. Further, the decision to proceed to further exploration may require participation of other companies whose interests and objectives may not be the same as the Company’s.

(e) Mining and development risk

Mineral exploration and mining are speculative operations that may be hampered by circumstances beyond the control of the Company. Profitability depends on successful exploration and/or acquisition of reserves, design and construction of efficient processing facilities, competent operation and management and proficient financial management.

Exploration in itself is a speculative endeavour, while mining operations can be hampered by force majeure circumstances and cost overruns for unforseen events.

(f) Resource estimations

Resource estimates are expressions of judgement based on knowledge, experience and resource modelling. As such, resource estimates are inherently imprecise and rely to some extent on interpretations made. Despite employing qualified professionals to prepare resource estimates, such estimates may nevertheless prove to be inaccurate. Furthermore, resource estimates may change over time as new information becomes available. Should the company encounter mineralisation or geological formations different from those predicted by past drilling, sampling and interpretations, resource estimates may need to be altered in a way that could adversely affect the Company’s operations.

(g) Environmental risks

All phases of the Company’s operations are subject to environmental regulation in the jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their offices, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present and which have been caused by previous or existing owners or operators of the properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital

expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures, or production costs, or reduction in levels of production at producing properties, or require abandonment or delays in development of new mining properties.

(h) Joint venture parties, agents and contractors

The Directors are unable to predict the risk of financial failure or default by a participant in any joint venture to which the Company is or may become a party or the insolvency or managerial failure by any of the contractors used by the Company in any of its activities or the insolvency or other managerial failure by any of the other service providers used by the Company for any activity.

(i) Mining is inherently dangerous and subject to conditions or events beyond the control of the Company, and any operating hazards could have a material adverse effect on its business

The Company’s business operations are subject to risks and hazards inherent in the mining industry. The exploration for and the development of mineral deposits involves significant risks, including: environmental hazards; industrial accidents; metallurgical and other processing problems; unusual or unexpected rock formations; structure cave-in or slides; flooding; fires and interruption due to inclement or hazardous weather conditions. These risks could result in damage to, or destruction of, mineral properties, production facilities or other properties, personal injury or death, environmental damage, delays in mining, increased production costs, monetary losses and possible legal liability.

Whether income will result from projects undergoing exploration and development programs depends on the successful establishment of mining operations. Factors including costs, actual mineralisation, consistency and reliability of pre grades and commodity prices affect successful project development.

(j) Potential acquisitions

As part of its business strategy, the Company may make acquisitions of or significant investments in companies, products, technologies or resource projects. Any such future transactions would be accompanied by the risks commonly encountered in making acquisitions of companies, products, technologies or resource projects.

(k) Economic Factors

General economic conditions in Australia and internationally, movements in interest, inflation and

currency exchange rates, variations in commodity prices, the global security situation and the possibility of terrorist disturbances, changes to government regulation, policy or legislation, changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws and changes to dividend imputation in Australia may have an adverse effect on the Company’s exploration, development and future production activities, as well as on its ability to fund those activities.

(l) Future capital requirements

The Company’s planned activities may require substantial expenditures. There can be no guarantees that the funds raised through the Offer will be sufficient to successfully achieve all the objectives of the Company’s overall business strategy. If the Company is unable to use debit or equity to fund expansion after the substantial exhaustion of the net proceeds of the Offer, there can be no assurances that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional resources on terms acceptable to the Company or at all. Any additional equity financing may be dilutive to Shareholders and any debt financing, if available may involve restrictive covenants, which may limit the Company’s operations and business strategy.

The Company’s failure to raise capital if and when needed could delay or suspend the Company’s business strategy and could have a material adverse effect on the Company’s activities.

(m) Native Title

The Directors are aware of native title claims in relation to some of the Company’s tenements, which may impact upon planned exploration programs. The potential also exists for further native title claims to be lodged over any areas not presently or formerly the subject of grants of freehold interests in land, including land in which the Company presently has interests, or in which it may acquire interests in the future. Native title claims have the potential to cause significant delays to exploration.

(n) Commodity price and exchange rate risks

To the extent the Company is involved in mineral production the revenue derived through the sale of commodities may expose the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

Furthermore, international prices of various commodities are commonly denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

In addition to adversely affecting the reserve estimates of the Company and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

(o) Reliance on Key Personnel

The Company relies to a significant extent upon the experience and expertise of the Directors. These persons possess knowledge of many of the Company's tenements through extensive personal experience of prospecting in those areas. Loss of one or more of these personnel may adversely affect the Company's prospects of pursuing its exploration programs within the timeframes and within the cost structure as currently envisaged.

(p) Licences and permits

The Company’s mining exploration activities are dependent upon the grant, or as the case may be, the maintenance of appropriate licences, concessions, leases, tenements, permits and regulatory consents which may be withdrawn or made subject to limitations. The maintaining of tenements, obtaining renewals, or getting tenements granted, often depends on the Company being successful in obtaining the required statutory approvals for its proposed activities and that the licences, concessions, leases, permits or consents it holds will be renewed as and when required. There is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed in connection therewith.

(q) Government regulation

The mining, processing, development and mineral exploration activities of the Company are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people, and other matters. Although the exploration and development activities of the Company are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of mining and milling or more stringent implementation thereof could have a substantial adverse impact on the Company.

(r) Insurance and uninsured risks

The business of the Company is subject to a number of risks and hazards. Including events which could result in damage to mineral properties or production facilities,

personal injury or death, monetary losses and possible legal liability.

Although the Company maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with its operations and insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons.

Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

(s) Other risks

Other risks factors include those normally found in conducting business, including litigation through breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes, lockouts, loss of service of key management or operational personnel and other matters that may interfere with the Company’s business or trade.

6.2 General risks

(a) Economic

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s activities, as well as on its ability to fund those activities.

(b) Market conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

general economic outlook;
introduction of tax reform or other new legislation;
interest rates and inflation rates;
changes in investor sentiment toward particular market sectors;
the demand for, and supply of, capital; and
terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(c) Liquidity risk

There may be relatively few buyers or sellers on ASX at any given time. This may affect the volatility of the market price of the securities and the prevailing market

7 ADDITIONAL INFORMATION

price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is less or more than the price paid under the Offer.

(d) Dividends

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

(e) Taxation

The acquisition and disposal of Listed Options or Shares may have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Listed Options or Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Listed Options under this Prospectus.

(f) Speculative investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus

Therefore, the securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

7.1 Litigation

As at the date of this Prospectus the Company is not involved in any legal proceedings, and the Directors are not aware of any legal proceedings pending or threatened against the Company.

7.2 Continuous disclosure obligations

The Company is a 'disclosing entity' (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect

to have a material effect on the price or the value of the Company's securities.

This Prospectus is a 'transaction specific prospectus'. In general terms a 'transaction specific prospectus' is only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date: the annual financial report most recently lodged by the Company with ASIC;
(d) any half-year financial report lodged by the Company with ASIC after the lodgement of the annual financial report referred to in
(e) and before the lodgement of this Prospectus with ASIC; and
(f) any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in section 674( l) of the Corporations Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with ASIC.

Copies of all documents lodged with ASIC in relation to the Company can be inspected at the registered office of the Company or an ASIC office during normal office hours.

Details of documents lodged with ASX since the date of lodgement of the Company's latest annual financial report and before the lodgement of this Prospectus with ASIC are set out in the table below:

Date	Description of Announcement
20 Nov 2017	Results of 2017 Annual General Meeting
20 Nov 2017	Resignation of Mr. Andrew Martin as non-executive Director
20 Nov 2017	Presentation at AGM 2017
06 Nov 2017	Presentation to the Graphite Supply Chain 2017 Conference
31 Oct 2017	Quarterly Cashflow Report
31 Oct 2017	Quarterly Activities Report
27 Oct 2017	Development Options for Siviour Graphite Project
18 Oct 2017	Notice of Annual General Meeting/Proxy Form
18 Oct 2017	Appendix 4G & Corporate Governance Statement
18 Oct 2017	Annual Report to shareholders
06 Oct 2017	Appendix 3Y x 4
03 Oct 2017	Appendix 3B

ASX maintains files containing publicly available information for all listed companies. The Company's file is available for inspection at ASX during normal office hours.

The announcements are also available through the Company's website at www.renascor.com.au

7.3 Market price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest, lowest and last market sale prices of the Shares on ASX during the three months immediately preceding the dale of lodgement of this Prospectus with ASIC and the most recent dates of those sales were:

	Price	Date
Highest	$0.040	1 Dec 2016
Lowest	$0.015	27 Jun 2017
Last	$0.029	20 Nov 2017

7.4 Details of substantial holders

Based on publicly available information as at 20 November 2017, the following details the persons which

(together with their associates) have a relevant interest in 5% or more of the Shares on issue:

Person	Shares	Interest
Richard Keevers	42,762,763	7.06 %

7.5 Directors' Interests

Other than as set out below or elsewhere in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offers pursuant to this Prospectus: or
(c) the Offers,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:

(d) as an inducement to become, or to qualify as, a Director: or
(e) for services provided in connection with:
(1) the formation or promotion of the Company; or
(2) the Offers.

Mr S. Bizzell is a director of Bizzell Capital Partners Pty Ltd ( BCP ). BCP has acted as Lead Manager 2 in respect of the Placement and will receive Listed Options under this Prospectus under the Lead Manager 2 Offer.

Mr Andrew Martin will be participating in the Conditional Offer as a former Director of the Company. Mr Martin resigned as a Director immediately following the AGM.

7.6 Security holdings

The relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus and following completion of the Conditional Offer are as set out in the table below.

Director Shares	Director Shares	Options / Listed Options
Richard Keevers	42,762,763	7,834,399 unlisted
Stephen Bizzell	21,811,859	Nil unlisted
Listed Options		1,250,000
Chris Anderson	14,061,184	Nil unlisted
Listed Options		588,235
Geoffrey McConachy	8,501,334	Nil unlisted
Listed Options		235,294
David Christensen	15,285,334	Nil unlisted
Listed Options		150,000

7.7 Remuneration

The remuneration of an executive Director is decided by the Board, without the affected executive Director participating in that decision-making process.

Fees and payments to non-executive Directors are structured to reflect the demands which are made on, and the responsibilities of, the Directors. Non-executive Directors' fees and payments are reviewed annually by the Board. The Chairman's fees are determined independently to the fees of non-executive Directors based on comparative roles in the external market. The Chairman is not present at any discussions relating to the determination of his own remuneration.

Non-executive Directors' fees are determined within an aggregate Directors' fee pool limit, which is periodically recommended for approval by shareholders. The total maximum currently stands at $350,000 per annum.

A Director may be paid fees or other amounts (i.e. noncash performance incentives such as Options, subject to any necessary Shareholder approval) as the other Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. In addition, Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Director. The following table shows the total annual remuneration paid to both executive and non-executive directors.

Director	2016/17	2015/16	2014/15
Richard Keevers	$47,742	N/A	N/A
Stephen Bizzell	$50,000	$60,000	$60,000
Chris Anderson	$33,000	$33,000	$33,000
Geoffrey McConachy	$272,192	$272,267	$312,171
David Christensen	$325,988	$302,050	$342,404

Notes:

Mr Keevers was appointed as a Non-Executive Director on 22 July 2016 and elected to the role of Chairman 1 January 2017.

Details of the remuneration for former Director, Mr Andrew Martin are not included above, as Mr Martin resigned as a Director immediately following the AGM and prior to the issue of this Prospectus.

7.8 Interests of experts and advisers

Other than as set out below or elsewhere in this Prospectus, no:

(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(1) the formation or promotion of the Company;
(2) any properly acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offers; or
(3) the Offers,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(4) the formation or promotion of the Company; or
(5) the Offers

7.9 Consents

MSM Legal has acted as the solicitors to the Company in relation to the Offers. The Company estimates it will pay MSM Legal $6,000 (excluding GST and disbursements) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, MSM Legal has been paid fees totaling $16,584 (excluding GST and disbursements) for legal services provided to the Company.

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and
(b) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

MSM Legal has given its written consent to being named as the solicitors to the Company in this Prospectus. MSM Legal has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Hartleys Limited consents to being named as Lead Manager 1 in relation to the Placement and as the Lead Manager 1 for the purposes of the Lead Manager 1 Offer under this Prospectus.

Bizzell Capital Partners consents to being named as Lead Manager 2 in relation to the Placement and as the Lead Manager 2 for the purposes of the Lead Manager 2 Offer under this Prospectus.

Mr Andrew Martin consents to being named in this Prospectus as a former Director of the Company, as a recipient of Shares under the Conditional Placement and as having an entitlement to take up Listed Options under the Conditional Offer.

(b) promoter of the Company; or
(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

7.10 Estimated expenses of Offers

The total expenses of the Offers are estimated to be approximately $25,000 as follows:

Expense	($)
ASIC Fees	2,400
ASX Fees	12,086
Legal Fees	6,000
Miscellaneous, printing and other expenses	4,514
Total	25,000

The estimated expenses will be paid out of the Company's existing cash reserves.

7.11 Electronic Prospectus

ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please phone the Company on (08) 83636989 and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or Prospectus or any of those documents were incomplete or altered.

7.12 Financial forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

7.13 Clearing House Electronic Sub-Register

System (CHESS) and Issuer Sponsorship

The Company will not be issuing Listed Option certificates. The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Listed Options issued to them under this Prospectus.

The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

7.14 Privacy Act

If you complete an application for Listed Options, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's Share Registry. You can access, correct and update the personal information that we hold about you. Please contact the Company if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended) the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Listed Options, the Company may not be able to accept or process your Application.

8 DIRECTORS' AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with ASIC.

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David Christensen, Managing Director

For and on behalf of

RENASCOR RESOURCES LTD

9 DEFINITIONS

$ means Australian dollars.

AGM means the annual general meeting of the Company held on 20 November 2017

Applicant means an investor who applies for Listed Options pursuant to any of the Offers.

Application Form means an application form either attached to or accompanying this Prospectus.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires. ASX Listing Rules means the listing rules of the ASX.

ASX Settlement Operating Rules means the settlement rules of the securities clearing house which operates CHESS.

Board means the board of Directors unless the context indicates otherwise.

Closing Date means the date specified in the timetable in Section 2.1 of this Prospectus (unless extended or brought forward).

Company means Renascor Resources Ltd (ACN 135 531 341).

Conditional Offer means the offer of Listed Options described in Section 3.4 of this Prospectus.

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Ac t 2001 ( Cth).

Directors means the directors of the Company as at the date of this Prospectus.

Lead Manager 1 means Hartleys Limited (ABN 33 104 195 057) Australian Financial Services Licence Number 230052.

Lead Manager 2 means Bizzell Capital Partners Pty Ltd (ABN 38 118 741 012) Australian Financial Services Licence Number 240877.

Lead Manager 1 Offer means the offer of Listed Options described in Section 3.2 of this Prospectus.

Lead Manager 2 Offer means the offer of Listed Options described in Section 3.3 of this Prospectus.

Offers means the Placement Offer, the Lead Manager 1 Offer, the Lead Manager 2 Offer and the Director Offer.

Official Quotation means official quotation on ASX.

Opening Date means the opening dale of the Offers as specified in the timetable set out in Section 2.1 of this Prospectus (unless varied).

Option means an option to acquire a Share.

Placement Offer means the offer of Listed Options described in Section 3.1 of this Prospectus.

Prospectus means this prospectus.

Listed Option means an Option to be issued pursuant to this Prospectus under any of the Offers on the terms and conditions set out in Section 5.1 of this Prospectus.

Section means a section of this Prospectus.

Share means a fully paid ordinary share in the capital of the Company.

Share Registry means Link Market Services Limited (ACN 685 731 379)

Shareholder means a shareholder of the Company.

Broker Code

Adviser Code

ABN 90 135 531 341

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Listed Options Application Form

This is an Application Form for Listed Options in Renascor Resources Limited under the Placement Offer, Lead Manager 1 Offer, Lead Manager 2 Offer and Conditional Offer on the terms set out in the Prospectus dated 21 November 2017. This Application Form and your cheque or bank draft must be received by 12pm (Adelaide time), 28 November 2017.

If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. The Prospectus contains information relevant to a decision to invest in Listed Options and you should read the entire Prospectus carefully before applying for Listed Options. Listed Options applied for under the Placement Offer A , , Listed Options applied for under Lead Manager 1 Offer B , , Listed Options applied for under Lead Manager 2 Offer C , , Listed Options applied for under Conditional Offer D , , PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names) Applicant #1 - Surname/Company Name E Title First Name Middle Name Joint Applicant #2 - Surname Title First Name Middle Name Designated account e.g. (or Joint Applicant #3) TFN/ABN/Exemption Code First Applicant Joint Applicant #2 Joint Applicant #3 F TFN/ABN type – if NOT an individual, please mark the appropriate box Company Partnership Trust Super Fund PLEASE COMPLETE ADDRESS DETAILS PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable) G Unit Number/Level Street Number Street Name Suburb/City or Town State Postcode Email address (only for purpose of electronic communication of shareholder information) CHESS HIN (if you want to add this holding to a specific CHESS holder, write the number here) + H X Please note: that if you supply a CHESS HIN but the name and address details on your Application Form do not correspond exactly with the registration details held at CHESS, your Application will be deemed to be made without the CHESS HIN and any Listed Options issued as a result of the Offer will be held on the issuer sponsored sub-register. Telephone Number where you can be contacted during Business Hours Contact Name (PRINT) I ( ) Cheques or bank drafts should be made payable to “Renascor Resources Limited” in Australian currency and crossed “Not Negotiable”. Cheque or Bank Draft Number BSB Account Number J - Total Amount A$ , , . RNU IPO001

Your Guide to the Application Form

Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the form.

The Listed Options to which this Application Form relates are Renascor Resources Limited Listed Options. Further details about the Listed Options are contained in the Prospectus dated 21 November 2017 issued by Renascor Resources Limited . The Prospectus will expire 13 months after the date of this Prospectus. While the Prospectus is current, Renascor Resources Limited will send paper copies of the Prospectus, any supplementary document and the Application Form, free of charge on request. The Australian Securities and Investments Commission requires that a person who provides access to an electronic application form must provide access, by the same means and at the same time, to the relevant Prospectus. This Application Form is included in the Prospectus.

The Prospectus contains important information about investing in the Listed Options. You should read the Prospectus before applying for Listed Options.

CORRECT FORMS OF REGISTRABLE NAMES Note that ONLY legal entities are allowed to hold Listed Options. Applications must be in the name(s) of natural persons or companies. At least one full given name and the surname is required for each natural person. The name of the benefciary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms below. A Insert the number of Listed Options you wish to apply for. B Insert the number of Listed Options you wish to apply for. C Insert the number of Listed Options you wish to apply for. D Insert the number of Listed Options you wish to apply for. E Write the full name you wish to appear on the register of Listed Options. This must be either your own name or the name of a company. Up to three joint Applicants may register. You should refer to the table below for the correct registrable title. F Enter your Tax File Number (TFN) or exemption category. Business enterprises may alternatively quote their Australian Business Number (ABN). Where applicable, please enter the TFN or ABN for each joint Applicant. Collection of TFN(s) and ABN(s) is authorised by taxation laws. Quotation of TFN(s) and ABN(s) is not compulsory and will not affect your Application. However, if these are not provided, Renascor Resources Limited will be required to deduct tax at the highest marginal rate of tax (including the Medicare Levy) from payments. G Please enter your postal address for all correspondence. All communications to you from Renascor Resources Limited and the Share Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered. H If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identifcation Number (HIN) here. If the name or address recorded on CHESS for this HIN is different to the details given on this form, your Listed Options will be issued to Renascor Resources Limited ’s issuer sponsored subregister. I Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your Application. J Please complete the details of your cheque or bank draft in this section. The total amount of your cheque or bank draft should agree with the amount shown in section A, B, C and D. Make your cheque or bank draft payable to“Renascor Resources Limited”in Australian currency and cross it “Not Negotiable”. Your cheque or bank draft must be drawn on an Australian bank. Suffcient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected. LODGEMENT INSTRUCTIONS This Application Form and your cheque or bank draft must be mailed, delivered or emailed so that it is received before 12pm (Adelaide time), 28 November 2017 at: Mailing Address Hand Delivery Email Renascor Resources Limited Renascor Resources Limited [email protected] 36 North Terrace 36 North Terrace Kent Town SA 5067 Kent Town SA 5067 Type of Investor Correct Form of Registration Incorrect Form of Registration Individual Usegiven names in full,not initials Mrs Katherine Clare Edwards K C Edwards Company Use Company’s full title,not abbreviations Liz Biz Pty Ltd Liz Biz P/L or Liz Biz Co. Joint Holdings Use full and complete names Mr Peter Paul Tranche & Ms Mary Orlando Tranche Peter Paul & Mary Tranche Trusts Use the trustee(s) personal name(s) Mrs Alessandra Herbert Smith Alessandra Smith Family Trust Deceased Estates Use the executor(s) personal name(s) Ms Sophia Garnet Post & Mr Alexander Traverse Post Estate of late Harold Post or Harold Post Deceased Minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation Mrs Sally Hamilton Master Henry Hamilton Partnerships Use the partners’ personal names Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith Fred Smith & Son Long Names Mr Hugh Adrian John Smith-Jones Mr Hugh A J Smith Jones Clubs/Unincorporated Bodies/Business Names Use offce bearer(s) personal name(s) Mr Alistair Edward Lilley Vintage Wine Club Superannuation Funds Use the name of the trustee of the fund XYZ Pty Ltd XYZ Pty Ltd Superannuation Fund PERSONAL INFORMATION COLLECTION NOTIFICATION STATEMENT Personal information about you is held on the public register in accordance with Chapter 2C of the_Corporations Act 2001._For details about Link Group’s personal information handling practices including collection, use and disclosure, how you may access and correct your personal information and raise privacy concerns, visit our website at www.linkmarketservices.com.au for a copy of the Link Group condensed privacy statement, or contact us by phone on +61 1800 502 355 (free call within Australia) 9am–5pm (Sydney time) Monday to Friday (excluding public holidays) to request a copy of our complete privacy policy. SAMPLE	CORRECT FORMS OF REGISTRABLE NAMES Note that ONLY legal entities are allowed to hold Listed Options. Applications must be in the name(s) of natural persons or companies. At least one full given name and the surname is required for each natural person. The name of the benefciary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms below. A Insert the number of Listed Options you wish to apply for. B Insert the number of Listed Options you wish to apply for. C Insert the number of Listed Options you wish to apply for. D Insert the number of Listed Options you wish to apply for. E Write the full name you wish to appear on the register of Listed Options. This must be either your own name or the name of a company. Up to three joint Applicants may register. You should refer to the table below for the correct registrable title. F Enter your Tax File Number (TFN) or exemption category. Business enterprises may alternatively quote their Australian Business Number (ABN). Where applicable, please enter the TFN or ABN for each joint Applicant. Collection of TFN(s) and ABN(s) is authorised by taxation laws. Quotation of TFN(s) and ABN(s) is not compulsory and will not affect your Application. However, if these are not provided, Renascor Resources Limited will be required to deduct tax at the highest marginal rate of tax (including the Medicare Levy) from payments. G Please enter your postal address for all correspondence. All communications to you from Renascor Resources Limited and the Share Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered. H If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identifcation Number (HIN) here. If the name or address recorded on CHESS for this HIN is different to the details given on this form, your Listed Options will be issued to Renascor Resources Limited ’s issuer sponsored subregister. I Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your Application. J Please complete the details of your cheque or bank draft in this section. The total amount of your cheque or bank draft should agree with the amount shown in section A, B, C and D. Make your cheque or bank draft payable to“Renascor Resources Limited”in Australian currency and cross it “Not Negotiable”. Your cheque or bank draft must be drawn on an Australian bank. Suffcient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected. LODGEMENT INSTRUCTIONS This Application Form and your cheque or bank draft must be mailed, delivered or emailed so that it is received before 12pm (Adelaide time), 28 November 2017 at: Mailing Address Hand Delivery Email Renascor Resources Limited Renascor Resources Limited [email protected] 36 North Terrace 36 North Terrace Kent Town SA 5067 Kent Town SA 5067 Type of Investor Correct Form of Registration Incorrect Form of Registration Individual Usegiven names in full,not initials Mrs Katherine Clare Edwards K C Edwards Company Use Company’s full title,not abbreviations Liz Biz Pty Ltd Liz Biz P/L or Liz Biz Co. Joint Holdings Use full and complete names Mr Peter Paul Tranche & Ms Mary Orlando Tranche Peter Paul & Mary Tranche Trusts Use the trustee(s) personal name(s) Mrs Alessandra Herbert Smith Alessandra Smith Family Trust Deceased Estates Use the executor(s) personal name(s) Ms Sophia Garnet Post & Mr Alexander Traverse Post Estate of late Harold Post or Harold Post Deceased Minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation Mrs Sally Hamilton Master Henry Hamilton Partnerships Use the partners’ personal names Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith Fred Smith & Son Long Names Mr Hugh Adrian John Smith-Jones Mr Hugh A J Smith Jones Clubs/Unincorporated Bodies/Business Names Use offce bearer(s) personal name(s) Mr Alistair Edward Lilley Vintage Wine Club Superannuation Funds Use the name of the trustee of the fund XYZ Pty Ltd XYZ Pty Ltd Superannuation Fund PERSONAL INFORMATION COLLECTION NOTIFICATION STATEMENT Personal information about you is held on the public register in accordance with Chapter 2C of the_Corporations Act 2001._For details about Link Group’s personal information handling practices including collection, use and disclosure, how you may access and correct your personal information and raise privacy concerns, visit our website at www.linkmarketservices.com.au for a copy of the Link Group condensed privacy statement, or contact us by phone on +61 1800 502 355 (free call within Australia) 9am–5pm (Sydney time) Monday to Friday (excluding public holidays) to request a copy of our complete privacy policy. SAMPLE	CORRECT FORMS OF REGISTRABLE NAMES Note that ONLY legal entities are allowed to hold Listed Options. Applications must be in the name(s) of natural persons or companies. At least one full given name and the surname is required for each natural person. The name of the benefciary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms below. A Insert the number of Listed Options you wish to apply for. B Insert the number of Listed Options you wish to apply for. C Insert the number of Listed Options you wish to apply for. D Insert the number of Listed Options you wish to apply for. E Write the full name you wish to appear on the register of Listed Options. This must be either your own name or the name of a company. Up to three joint Applicants may register. You should refer to the table below for the correct registrable title. F Enter your Tax File Number (TFN) or exemption category. Business enterprises may alternatively quote their Australian Business Number (ABN). Where applicable, please enter the TFN or ABN for each joint Applicant. Collection of TFN(s) and ABN(s) is authorised by taxation laws. Quotation of TFN(s) and ABN(s) is not compulsory and will not affect your Application. However, if these are not provided, Renascor Resources Limited will be required to deduct tax at the highest marginal rate of tax (including the Medicare Levy) from payments. G Please enter your postal address for all correspondence. All communications to you from Renascor Resources Limited and the Share Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered. H If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identifcation Number (HIN) here. If the name or address recorded on CHESS for this HIN is different to the details given on this form, your Listed Options will be issued to Renascor Resources Limited ’s issuer sponsored subregister. I Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your Application. J Please complete the details of your cheque or bank draft in this section. The total amount of your cheque or bank draft should agree with the amount shown in section A, B, C and D. Make your cheque or bank draft payable to“Renascor Resources Limited”in Australian currency and cross it “Not Negotiable”. Your cheque or bank draft must be drawn on an Australian bank. Suffcient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected. LODGEMENT INSTRUCTIONS This Application Form and your cheque or bank draft must be mailed, delivered or emailed so that it is received before 12pm (Adelaide time), 28 November 2017 at: Mailing Address Hand Delivery Email Renascor Resources Limited Renascor Resources Limited [email protected] 36 North Terrace 36 North Terrace Kent Town SA 5067 Kent Town SA 5067 Type of Investor Correct Form of Registration Incorrect Form of Registration Individual Usegiven names in full,not initials Mrs Katherine Clare Edwards K C Edwards Company Use Company’s full title,not abbreviations Liz Biz Pty Ltd Liz Biz P/L or Liz Biz Co. Joint Holdings Use full and complete names Mr Peter Paul Tranche & Ms Mary Orlando Tranche Peter Paul & Mary Tranche Trusts Use the trustee(s) personal name(s) Mrs Alessandra Herbert Smith Alessandra Smith Family Trust Deceased Estates Use the executor(s) personal name(s) Ms Sophia Garnet Post & Mr Alexander Traverse Post Estate of late Harold Post or Harold Post Deceased Minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation Mrs Sally Hamilton Master Henry Hamilton Partnerships Use the partners’ personal names Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith Fred Smith & Son Long Names Mr Hugh Adrian John Smith-Jones Mr Hugh A J Smith Jones Clubs/Unincorporated Bodies/Business Names Use offce bearer(s) personal name(s) Mr Alistair Edward Lilley Vintage Wine Club Superannuation Funds Use the name of the trustee of the fund XYZ Pty Ltd XYZ Pty Ltd Superannuation Fund PERSONAL INFORMATION COLLECTION NOTIFICATION STATEMENT Personal information about you is held on the public register in accordance with Chapter 2C of the_Corporations Act 2001._For details about Link Group’s personal information handling practices including collection, use and disclosure, how you may access and correct your personal information and raise privacy concerns, visit our website at www.linkmarketservices.com.au for a copy of the Link Group condensed privacy statement, or contact us by phone on +61 1800 502 355 (free call within Australia) 9am–5pm (Sydney time) Monday to Friday (excluding public holidays) to request a copy of our complete privacy policy. SAMPLE
Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual Usegiven names in full,not initials	Mrs Katherine Clare Edwards	K C Edwards
Company Use Company’s full title,not abbreviations	Liz Biz Pty Ltd	Liz Biz P/L or Liz Biz Co.
Joint Holdings Use full and complete names	Mr Peter Paul Tranche & Ms Mary Orlando Tranche	Peter Paul & Mary Tranche
Trusts Use the trustee(s) personal name(s)	Mrs Alessandra Herbert Smith	Alessandra Smith Family Trust
Deceased Estates Use the executor(s) personal name(s)	Ms Sophia Garnet Post & Mr Alexander Traverse Post	Estate of late Harold Post or Harold Post Deceased
Minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation	Mrs Sally Hamilton	Master Henry Hamilton
Partnerships Use the partners’ personal names	Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith	Fred Smith & Son
Long Names	Mr Hugh Adrian John Smith-Jones	Mr Hugh A J Smith Jones
Clubs/Unincorporated Bodies/Business Names Use offce bearer(s) personal name(s)	Mr Alistair Edward Lilley	Vintage Wine Club
Superannuation Funds Use the name of the trustee of the fund	XYZ Pty Ltd	XYZ Pty Ltd Superannuation Fund

Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section E on the Application Form.

AI assistant

RENASCOR RESOURCES LIMITED — Capital/Financing Update 2017

65723_rns_2017-11-20_d1e7b046-498e-4989-b70a-da30831f426f.pdf

RENASCOR RESOURCES LTD

ACN 135 531 341

PROSPECTUS

For the offer of:

(together, the Offers).

IMPORTANT NOTICE

Directors

Auditor*

Solicitors

Share Registry*

Link Market Services Limited

Securities Exchange Listing

Registered Office /Principal place of business

2.3 Web Site - Electronic Prospectus

2 TIMETABLE AND IMPORTANT NOTES

2.1 Timetable

2.2 Important Notes

2.4 Risk Factors

2.5 Overseas Investors

2.6 Disclaimer

3.1 The Placement Offer

3.2 The Lead Manager 1 Offer

3.3 The Lead Manager 2 Offer

3.4 The Conditional Offer

3.5 Objective

(a) Making of the Offers

(b) Removal of secondary trading restrictions

3.6 Application for Listed Options

3.7 Defects in Applications

3.8 Minimum subscription

3.9 Oversubscriptions

3.10 Not underwritten

3.11 Issue of Listed Options

3.12 No exposure period

3.13 Restrictions on the distribution of the

Prospectus

3.14 Enquiries

Notes:

4.1 Purpose of the Offers

(a) Making of the Offers

(b) Removal of secondary trading restrictions

4.2 Effect of the Offers on capital structure

Notes :

4.3 Financial effect of the Offers

4.4 Statement of Financial Position

Pro-forma Balance Sheet

5 RIGHTS AND LIABILITIES ATTACHING TO SECURITIES

5.1 Terms and conditions of the Listed Options

Definitions:

Company means RNU.

Terms

5.2 Rights attaching to Shares

(a) General meetings

(b) Voting rights

(c) Dividend rights

No dividend shall carry interest as against the Company. (d) Winding-up

(e) Transfer of shares

(f) Future increase in capital

(h) Alteration of constitution

6.1 Company specific

(a) Potential for significant dilution

(b) Speculative investment

(c) Exploration and evaluation risks

(d) Ability to exploit successful discoveries

(e) Mining and development risk

(f) Resource estimations

(g) Environmental risks

(h) Joint venture parties, agents and contractors

(j) Potential acquisitions

(k) Economic Factors

(l) Future capital requirements

(m) Native Title

(n) Commodity price and exchange rate risks

(o) Reliance on Key Personnel

(p) Licences and permits

(q) Government regulation

(r) Insurance and uninsured risks

RENASCOR RESOURCES LIMITED Capital/Financing Update 2017