RENASCOR RESOURCES LIMITED — Capital/Financing Update 2017

Sep 26, 2017

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Renascor Resources Limited

ABN

90 135 531 341

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid Ordinary Shares
	120,698,060 Ordinary Shares
	Ordinary Shares fully paid, rank equally with existing ordinary shares.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in all Yes. respects from the[+] issue date with an existing[+] class of quoted[+] securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration Ordinary Shares - $0.017 per ordinary share 6 Purpose of the issue Placement proceeds to be applied to (If issued as consideration for the advance Renascor’s Siviour Graphite acquisition of assets, clearly identify Project toward production. those assets) 6a Is the entity an[+] eligible entity that has Yes obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder resolution 25 November 2016 under rule 7.1A was passed 6c Number of[+] securities issued without 72,418,674 Ordinary Shares security holder approval under rule 7.1 6d Number of +securities issued with security holder approval under rule 7.1A 48,279,386 Ordinary Shares 6e Number of +securities issued with Nil security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued under an Nil exception in rule 7.2

• See chapter 19 for defined terms.

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6g If[+] securities issued under rule 7.1A, Yes was issue price at least 75% of 15 day The 15 Day VWAP is calculated as $0.0196 VWAP as calculated under rule 7.1A.3? and was sourced from IRESS. Include the[+] issue date and both 75% of VWAP = $0.0147 values. Include the source of the Issue Price = $0.017 VWAP calculation. 6h If[+] securities were issued under rule N/A 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue 405 capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 27 September 2017 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and[+] class of all[+] securities 603,491,921 Ordinary Shares quoted on ASX ( including the +securities in section 2 if applicable) Number +Class 9 Number and[+] class of all Ordinary Shares +securities not quoted on ASX Unlisted Options ( including the +securities in Exercise Price Expiry section 2 if applicable) 15,000,000 $0.05 5 Dec 2019 10 Dividend policy (in the case of a trust, N/A distribution policy) on the increased capital (interests)

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

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

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

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

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

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

• 18 Names of countries in which the entity N/A has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

• 19 Closing date for receipt of acceptances or N/A renunciations

• See chapter 19 for defined terms.

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	Appendix New issue announcem
20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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

N/A

• 33 +Issue date

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 - 1,000

• 1,001 - 5,000

• 5,001 - 10,000

10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all N/A +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ................................................ Date: 27 September 2017 (Company secretary)

Print name: Angelo Gaudio

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid[+] ordinary 363,032,363 securities on issue 12 months before the + issue date or date of agreement to issue 46,487,767 Exercise of Listed Options expiring Add the following: 30 September 2016. • Number of fully paid[+] ordinary securities 17,871,714 Shortfall of Underwritten Exercise of issued in that 12 month period under an Listed Options expiring 30Sep2016. exception in rule 7.2 10,733,333 Placement Shares issued on 21 October 2016 and subsequently • Number of fully paid[+] ordinary securities approved by shareholders at AGM issued in that 12 month period with held on 25 November 2016. shareholder approval 42,068,684 Ord Shares issued on 5Dec2016 as • Number of partly paid[+] ordinary consideration for completion of securities that became fully paid in that acquisition of remaining 51% of EPM 12 month period as approved by shareholders at AGM held on 25 November 2016. 2,600,000 Placement to Bizzell Capital Partners Pty Ltd approved by shareholders at AGM held on 25Nov2016. Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 482,793,861

Step 2: Calculate 15% of “A”

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“B” 0.15
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• See chapter 19 for defined terms.

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	Appendix 3B New issue announcement
	[Note: this value cannot be changed]
Multiply“A” by 0.15	72,419,079
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	Nil Nil Nil 72,418,674 Ordinary Shares issued on 27 Sep 2017 as part of placement announced on 20 Sep 2017.
“C”	72,418,674
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	72,419,079
Subtract“C” Note: number must be same as shown in Step 3	72,418,674
Total[“A” x 0.15] – “C”	405 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Appendix 3B New issue announcement Part 2	Appendix 3B New issue announcement Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	482,793,861
Step 2: Calculate 10% of “A”
“D”	0.10_Note: this value cannot be changed_
Multiply“A” by 0.10	48,279,386
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	Nil 48,279,386 Ordinary Shares issued on 27 Sep 2017 as part of placement announced on 20 Sep 2017.
“E”	48,279,386
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	48,279,386
Subtract“E” Note: number must be same as shown in Step 3	48,279,386
Total[“A” x 0.10] – “E”	Nil Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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