RENASCOR RESOURCES LIMITED — Capital/Financing Update 2018

May 31, 2018

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

Renascor Resources Limited

ABN

90 135 531 341

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of +securities issued or to be issued

Ordinary Shares

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 1. 45,877,699 fully paid ordinary shares pursuant to Share Purchase Plan (SPP) – as part of capital raising announced on 30 April 2018
• 1. 2,500,000. Ordinary Shares fully paid, rank equally with existing ordinary shares.
• 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)
• 1. Ordinary Shares fully paid, rank equally with existing ordinary shares pursuant to Share Purchase Plan (SPP).
  • 1. Ordinary Shares fully paid, rank equally with existing ordinary shares (2,500,000 ordinary shares subject to a voluntary 12 month escrow period from date issued).

+ See chapter 19 for defined terms.

4	Do the +securities rank equallyin all respects from the +issuedate with an existing +class ofquoted +securities?If the additional +securities donot rank equally, please state:•the date from which they do•the extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest payment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment	Yes.
5	Issue price or consideration	1)45,877,699 SPP Shares to be issued at$0.027 per share.2)2,500,000 Ordinary Shares to be issuedas consideration for marketing servicesbeing provided.
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	1)SPPproceeds -the Company intendsthat the proceeds from the Placementwill be primarily applied to advanceRenascor'sSiviourGraphiteProjecttoward production.2)2,500,000 Ordinary Shares to be issuedas consideration for marketing servicesbeing provided.
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i	Yes
6b	The date the security holderresolution under rule 7.1A waspassed	20 November 2017.
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	2,500,000

+ See chapter 19 for defined terms.

• 6d Number of +securities issued with security holder approval under rule 7.1A
• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of +securities issued under an exception in rule 7.2
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
• 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

		Number	+Class
8	+classNumberandofall+securitiesquotedonASX	879,888,133	Ordinary Shares
	+securities(includingtheinsection 2 if applicable)	114,761,096	ListedOptions@$0.03 expiring on 31Oct 2019

Nil

Nil

45,877,699 Ordinary Shares

N/A

N/A

11,469,432

Refer to Annexure 1 for further details.

1 June 2018

• See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securities not quoted on ASX		Unlisted OptionsExercise Price	Expiry
	+securities(includingtheinsection 2 if applicable	15,000,000	$0.05	5-Dec-19
10	Dividend policy (in the case of atrust, distribution policy) on theincreased capital (interests)	N/A
	Part 2 - Pro rata issue
11	Issecurityholderapprovalrequired?	N/A
12	Is the issue renounceable or nonrenounceable?	N/A
13	Ratio in which the +securitieswill be offered	N/A
14	+Class of +securities to which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	N/A
16	Willholdingsondifferentregisters(orsubregisters)be	N/A

• aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their

entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

N/A

N/A

		N/A

+ See chapter 19 for defined terms.

20	Names of any underwriters	N/A
21	Amount of any underwriting feeor commission	N/A
22	Names of any brokers to theissue	N/A
23	Fee or commission payable tothe broker to the issue	N/A
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	N/A
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	N/A
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	N/A
27	If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do security holders selltheir entitlements in full througha broker?	N/A
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	N/A

+ See chapter 19 for defined terms.

32How do security holders disposeof their entitlements (except bysale through a broker)?		N/A
33	+Issue date	N/A

Part 3 - Quotation of securities

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

34	Type of +securities(tick one)
(a)	+Securities described in Part 1
(b)	All other +securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

			Tick to indicate you are providing the information or
documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

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

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of +securities for which+quotation is sought	N/A
39	+Class of +securities for whichquotation is sought	N/A
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	N/A
	If the additional +securities donot rank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(if issued upon conversion ofanother +security, clearly identifythat other +security)	N/A
42	+classNumberandofall+securitiesquotedonASX(including the +securities in clause38)	NumberN/A	+Class

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ................................................ Date: 1 June 2018 (Company secretary)

Print name: Angelo Gaudio

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B – Annexure 1

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

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

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue	482,793,861
Add the following:Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approvalNumber of partly paid +ordinary•securities that became fully paid in that12 month periodNote:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items	120,698,060 Ordinary Shares issued on 27Sep 2017 as part of placementannounced on 20 Sep 2017, asapproved by shareholders atAGM on 20 Nov 2017.2,574,404 NEDSP Shares issued 3 Oct2017 pursuant to Non-ExecutiveDirectors Share Plan(for NonExecutive Directors to sacrifice50% of their directors' fees toacquire Shares (NEDSPShares), as approved byshareholder at AGM held on 25November 201658,824,140 Ordinary Shares issued on 23Nov 2017 as part of placementannounced on 20 Sep 2017, asapproved by shareholders atAGM on 20 Nov 2017.2,317,889 NEDSP Shares issued 28 Feb2018 pursuant to Non-ExecutiveDirectors Share Plan(for NonExecutive Directors to sacrifice50% of their directors' fees toacquire Shares (NEDSPShares), as approved byshareholder at AGM held on 20November 2017.45,877,699 SPP Shares issued on 1 June2018 pursuant to SharePurchase Plan announced on 30
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 month	April 2018Nil

+ See chapter 19 for defined terms.

period
"A"	713,086,053
Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	106,962,907
that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule 7.1
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:•Under an exception in rule 7.2•Under rule 7.1A•With security holder approval under rule7.1 or rule 7.4Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items	2,500,000 Ordinary Shares issued on 22Dec 2017 as consideration asconsideration for servicesprovided pursuant to ConsultingAgreement utilising LR7.1available placement capacity.2,500,000 Ordinary Shares issued on 28Feb 2018 as consideration asconsideration for servicesprovided pursuant to ConsultingAgreement utilising LR7.1available placement capacity.92,581,245 Placement Shares issued on 08May 2018 under LR7.1.2,500,000 Ordinary Shares issued (sharesissued subject of this Appendix3B) on 1 June 2018 asconsideration pursuant toConsulting Agreement utilisingLR7.1 available placementcapacity.
"C"	100,081,245
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	106,962,907
Note: number must be same as shown in Step 2
Subtract "C"	100,081,245
Note: number must be same as shown in Step 3
Total ["A" x 0.15] – "C"	6,881,662
	[Note: this is the remaining placement

capacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"	713,086,053
Note: number must be same as shown inStep 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	71,308,605
Step 3: Calculate "E", the amount of placement capacity under rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1A	66,720,835 Placement Shares issued on 08May 2018 under LR7.1A.
Notes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items	Nill
"E"	66,720,835

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remainingplacement capacity under rule 7.1A
"A" x 0.10	71,308,605
Note: number must be same as shown inStep 2
Subtract "E"	66,720,835
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	4,587,770
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.