RENASCOR RESOURCES LIMITED — Proxy Solicitation & Information Statement 2014

May 13, 2014

Notice of General Meeting and Explanatory Memorandum

Renascor Resources Limited ACN 135 531 341

Date of Meeting: Thursday 12 June 2014 Time of Meeting: 2.00pm (Adelaide time) Place of Meeting: The Belair Room BDO Level 7, BDO Centre 420 King William Street Adelaide, South Australia 5000

Notice of General Meeting

Notice is given that a General Meeting of shareholders of Renascor Resources Limited ACN 135 531 341 ( Company ) will be held at the Belair Room, BDO, Level 7 BDO Centre, 420 King William St., Adelaide, South Australia 5000, on Thursday 12 June 2014 at 2.00pm (Adelaide time).

Agenda

Ordinary business

1. Approval to Issue, or Ratification of the Issue of, 500,000 Shares for an Option to Acquire Two Exploration Tenements

To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution of the Company, with or without amendment:

“That for the purpose of ASX Listing Rule 7.1 and ASX Listing Rule 7.4, and for all other purposes, Shareholders approve the issue of 500,000 Shares in the Company, at a deemed issue price equivalent to the closing price on the date of issue, to Currie Resources Pty Ltd (or its nominee) ( Acquisition Shares ) or in the event that the Acquisition Shares have been issued prior to the Meeting, Shareholders ratify the issue of the Acquisition Shares, in consideration for an option to acquire two exploration licences located in the southern Gawler Craton of South Australia on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by:

• Currie Resources Pty Ltd and any other person who may participate in the issue of the Acquisition Shares or who might obtain a benefit from the issue of the Acquisition Shares; and

• any associate or those persons.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

2. Ratification and approval of previous issue of Shares under the Share Placement

To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution of the Company, with or without amendment:

“That for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the allotment and issue of 6,640,000 fully paid ordinary shares in the Company at an issue price of $0.05 (5 cents) each (each a Placement Share ) to professional and sophisticated investors and executives of the Company on 5 May 2014 to raise a total of $332,000.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by a person who participated in the issue of the Placement Shares and any associates of such person (or those persons). However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Notice of Meeting – GM 12 June 2014

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Notice of General Meeting

3. Participation of Stephen Bizzell or his associates in the issue of Shares

To consider and, if thought fit, pass the following as an Ordinary Resolution of the Company, with or without amendment:

“That for the purposes of Part 2E and s 208(1) of the Corporations Act and ASX Listing Rule 10.11 and for all other purposes, approval be given for the issue of up to 1,600,000 Shares to Stephen Bizzell, his associates or his nominees at an issue price of $0.05 per Share and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement

The Company will disregard any votes cast on this Ordinary Resolution by Stephen Bizzell and any of his associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

4. Participation of Andrew Martin or his associates in the issue of Shares

To consider and, if thought fit, pass the following as an Ordinary Resolution of the Company, with or without amendment:

“That for the purposes of Part 2E and s 208(1) of the Corporations Act and ASX Listing Rule 10.11 and for all other purposes, approval be given for the issue of up to 500,000 Shares to Andrew Martin, his associates or his nominees at an issue price of $0.05 per Share and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement

The Company will disregard any votes cast on this Ordinary Resolution by Andrew Martin and any of his associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

5. Participation of Chris Anderson or his associates in the issue of Shares

To consider and, if thought fit, pass the following as an Ordinary Resolution of the Company, with or without amendment:

“That for the purposes of Part 2E and s 208(1) of the Corporations Act ASX Listing Rule 10.11 and for all other purposes, approval be given for the issue of up to 600,000 Shares to Chris Anderson, his associates or his nominees at an issue price of $0.05 per Share and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Notice of Meeting – GM 12 June 2014

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Notice of General Meeting

Voting exclusion statement

The Company will disregard any votes cast on this Ordinary Resolution by Chris Anderson and any of his associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

6. Participation of Geoffrey McConachy or his associates in the issue of Shares

To consider and, if thought fit, pass the following as an Ordinary Resolution of the Company, with or without amendment:

“That for the purposes of Part 2E and s 208(1) of the Corporations Act and ASX Listing Rule 10.11 and for all other purposes, approval be given for the issue of up to 300,000 Shares to Geoffrey McConachy, his associates or his nominees at an issue price of $0.05 per Share and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement

The Company will disregard any votes cast on this Ordinary Resolution by Geoffrey McConachy and any of his associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

7. Participation of David Christensen or his associates in the issue of Shares

To consider and, if thought fit, pass the following as an Ordinary Resolution of the Company, with or without amendment:

“That for the purposes of Part 2E and s 208(1) of the Corporations Act and ASX Listing Rule 10.11 and for all other purposes, approval be given for the issue of up to 200,000 Shares to David Christensen, his associates or his nominees at an issue price of $0.05 per Share and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement

The Company will disregard any votes cast on this Ordinary Resolution by David Christensen and any of his associates.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

Notice of Meeting – GM 12 June 2014

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Notice of General Meeting

8. Ratification of issue of Shares under the Share Purchase Plan

To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution of the Company, with or without amendment:

“That for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of up to 16,720,000 fully paid ordinary shares in the Company at an issue price of $0.05 (5 cents) each ( SPP Shares ) to eligible shareholders of the Company on or about 30 May 2014 pursuant to the Share Purchase Plan announced to the market on 22 April 2014 in accordance with the terms set out in the Explanatory Memorandum.”

Notes

The rights attaching to the SPP Shares are identical in all respects to the existing ordinary shares on issue in the Company.

Further details of the SPP Shares and the use of funds raised from the issue of the SPP Shares are contained within the Explanatory Memorandum.

Voting Exclusion Statement

On 30 April 2014, the ASX granted the Company a waiver from ASX Listing Rule 7.5.6 to the extent necessary to permit the Resolution in the Company’s notice of meeting to ratify the issue of a total of up to 16,720,000 fully paid ordinary shares of the Company at an issue price of $0.05 under a share purchase plan in accordance with ASIC Class Order 09/425 not to include a voting exclusion statement that excludes the votes of any person who participated in the SPP, on the condition that the SPP is not underwritten, or if it is underwritten, the Company excludes any votes cast on that Resolution by any proposed underwriter or sub underwriter of the SPP.

General business

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

By order of the board

Angelo Gaudio Company Secretary 13 May 2014

Notice of Meeting – GM 12 June 2014

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Explanatory Memorandum

1. Introduction

This Explanatory Memorandum is provided to Shareholders of Renascor Resources Limited ACN 135 531 341 ( Company ) to explain the Resolutions to be put to Shareholders at the General Meeting to be held at BDO, Level 7 BDO Centre, 420 King William St, Adelaide, South Australia 5000, in The Belair Room on 12 June 2014 commencing at 2.00pm (Adelaide time).

This Explanatory Memorandum forms part of the Notice of General Meeting and has been prepared to assist Shareholders in considering the Resolutions set out in the Notice of Meeting. It is an important document and should be read carefully in its entirety by all Shareholders in conjunction with the Notice of Meeting. Each Director has approved this Explanatory Memorandum and the dispatch of this document to Shareholders.

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Memorandum are defined in Section 6.

2. Resolution 1 – Shareholder Approval to Issue 500,000 Shares for an Option to Acquire Two Exploration Tenements

Background:

Resolution 1 seeks the approval from Shareholders for the issue of 500,000 Shares ( Acquisition Shares ) in the Company at a deemed issue price equivalent to the closing price on the date of issue to Currie Resources Pty Ltd (or its nominee) or in the event that the Acquisition Shares have been issued prior to the Meeting, Resolution 1 seeks the approval of Shareholders to ratify the issue of the Acquisition Shares. The Acquisition Shares are being issued in consideration for the Company being granted an option to acquire two exploration licences located in the southern Gawler Craton of South Australia.

During September 2013, the Company entered into a binding agreement ( Acquisition Agreement ) with Currie Resources Pty Ltd ( Currie ) that grants Renascor an option to acquire 100% of two exploration licences, subject to the final grant of the licences to Currie. Pursuant to the Acquisition Agreement Renascor has agreed to pay Currie $25,000 and issue 500,000 Renascor shares in exchange for a two-year option, during which time Renascor will manage and fund all exploration within the optioned areas. Renascor may exercise the option, at its election, at any time up to two years from the date of grant of the exploration licences by issuing Currie cash or shares equal in value to $175,000, less the value of the 500,000 Renascor shares issued as initial consideration. This value is calculated by reference to the ten day volume weighted average price of Shares as quoted on the ASX as of the trading day immediately preceding the day that the Shares are issued to Currie, or its nominee. It is noted that the Acquisition Shares will be subject to an escrow period of twelve months from the date of issue.

The date that the Acquisition Shares will be issued is dependent on the receipt of a valid notice from Currie and is not known at the time of preparation of the Notice and should this occur before approval may be given by Shareholders at the Meeting, the issue of the Acquisition Shares will be in reliance on the Company’s capacity pursuant to Listing Rule 7.1. In general terms, Listing Rule 7.1 restricts the Company to issuing securities representing a maximum of 15% of the number of securities on issue in the Company in any 12 month period unless it obtains the prior approval of its members.

Explanatory Statement – GM 12 June 2014

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Explanatory Memorandum

Listing Rule 7.1

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. Equity Securities issued with shareholder approval under Listing Rules 7.1 or 7.4 do not count towards the 15% limit under Listing Rule 7.1 or the 10% limit under Listing Rule 7.1A.

Listing Rule 7.4 provides that an issue of Equity Securities made without prior approval under Listing Rule 7.1 can be treated as having been made with that approval if shareholders subsequently approve it and the issue did not breach Listing Rule 7.1.

In accordance with Listing Rule 7.1, shareholder approval is sought to issue the Acquisition Shares or ratify the issue of the Acquisition Shares, subject to the final grant of the relevant exploration licences to Currie. The effect of Resolution 1 will be to:

• a) allow the Company to issue the Acquisition Shares during the 3 month period after the General Meeting, without using the Company’s 15% annual placement capacity, pursuant to Listing Rule 7.1; or

• b) should the Acquisition Shares have been issued under Listing Rule 7.1 prior to the Meeting, refresh the Company’s ability, to the extent of the Acquisition Shares, to issue further Shares during the next 12 months pursuant to Listing Rule 7.1 without the need to obtain further Shareholder approval (subject to the Listing Rules and the Corporations Act). If Resolution 1 is not passed, the Acquisition Shares will be counted toward the 15% limit pursuant to Listing Rule 7.1 for a period of 12 months from the date of issue.

For the purposes of Listing Rules 7.3 and 7.5 the Company provides the following information:

a) Number of Securities to be issued

500,000 Shares expected to be issued within 3 months after the date of the General Meeting or prior to the General Meeting. The Acquisition Shares will be issued progressively.

b) Issue price of the Securities issued

The Acquisition Shares will be issued for nil cash consideration with a deemed issue price equivalent to the closing price of Shares on the date of issue to Currie.

c) Terms of the issued Securities

The Acquisition Shares on issue will be fully paid ordinary shares and rank equally with other Shares on issue. The Acquisition Shares will be subject to a voluntary escrow period of twelve months from the date of issue.

d) Recipients of the issued Securities

The Acquisition Shares will be issued to Currie Resources Pty Ltd (or its nominee).

e) Use of funds

No funds will be raised by the issue of the Acquisition Shares as they will be issued as partial consideration to be granted an option to acquire a 100% interest in two exploration licences ( ELs ), subject to the final grant of the ELs to Currie, pursuant to the Acquisition Agreement. The ELs are located adjacent to the Company’s Eastern Eyre project.

The Directors recommend that you vote in favour of Resolution 1.

Explanatory Statement – GM 12 June 2014

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Explanatory Memorandum

3. Resolution 2 - Ratification of Previous Issue of Shares under the Placement

On 22 April 2014 the Company announced that it had received firm commitments for a capital raising by way of the placement of 11,690,000 Shares at a price of $0.05 per Share to professional and sophisticated investors and executives and directors of the Company to raise a total of $584,500 ( Placement ). In conjunction with the Placement, the Company also announced that it would be undertaking a share purchase plan to be offered to Eligible Shareholders at $0.05 per Share to raise up to $836,000 (by issue of up to 16,720,000 Shares). The Shares to be issued pursuant to the SPP are the subject of Resolution 8, which seeks to ratify the issue of such Shares. Further details regarding the maximum number of Shares to be issued pursuant to the Placement and the SPP and the effect on the current issued Share capital of the Company are set out in Annexure A.

Proceeds from the Placement and SPP will enable Renascor to accelerate drilling and other exploration activities along the prospective Angle Dam fault structure at Renascor’s Eastern Eyre project following the recent copper discovery at the 1050 East prospect, with drilling scheduled to commence in May 2014. The funds raised from the Placement and the SPP will also be used to provide working capital and to cover the costs of the capital raising.

As part of the Placement, the Company initially issued 6,640,000 Shares to professional and sophisticated investors and executives of the Company on 5 May 2014. A further 1,850,000 Shares are expected to be issued to professional and sophisticated investors on or about 16 June 2014 as part of the Placement.

The Company is seeking the approval of Shareholders to ratify the issues already made to professional and sophisticated investors and executives of the Company under the Placement pursuant to Resolution 2. The Company is also seeking approval of Shareholders to the issues to be made to Directors and their associates under the Placement pursuant to Resolutions 3 to 7.

The Company has already issued 6,460,000 of the above Shares to sophisticated and professional investors and executives under the Placement in reliance on its capacity pursuant to Listing Rule 7.1A.. In general terms, Listing Rule 7.1A restricts the Company to issuing securities representing a maximum of 10% of the number of securities on issue in the Company in any 12 month period unless it obtains the prior approval of its members.

The aggregate amount of the Shares already issued under the Placement does not exceed the Company’s capacity pursuant to Listing Rule 7.1A as prior to the issue of such Shares, the Company had the capacity to issue up to 11,480,000 Shares pursuant to Listing Rule 7.1A. .

Accordingly, by Resolution 2 the Company seeks to obtain Shareholder approval for the purposes of Listing Rule 7.4 to ratify the issue of the above mentioned 6,460,000 Shares to sophisticated and professional investors and executives of the Company as part of the Placement.

Listing Rule 7.1 prohibits a company, except in certain cases and subject to Listing Rules 7.1A and 7.4, from issuing new Equity Securities equivalent in number to more than 15% of its capital in any 12 month period without the prior approval of its shareholders. Equity Securities issued with shareholder approval under Listing Rules 7.1 or 7.4 do not count towards the 15% limit under Listing Rule 7.1 or the 10% limit under Listing Rule 7.1A.

Listing Rule 7.4 provides that an issue of Equity Securities made without prior approval under Listing Rule 7.1 can be treated as having been made with that approval if shareholders subsequently approve it and the issue did not breach Listing Rule 7.1.

If Resolution 2 is approved it will have the effect of refreshing the Company’s ability, to the extent of the Placement Shares, to issue further Shares until the Company’s next AGM pursuant to Listing Rule 7.1A without the need to obtain further Shareholder approval (subject to the Listing Rules and the Corporations Act). If Resolution 2 is not passed, the Placement Shares will be counted toward the 10% limit pursuant to Listing Rule 7.1A for a period of 12 months from the date of issue.

Explanatory Statement – GM 12 June 2014

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Explanatory Memorandum

For the purposes of Listing Rule 7.5 the Company provides the following information:

a) Number of Securities issued

6,460,000 Placement Shares were issued on 5 May 2014.

b) Issue price of the Securities issued

The Placement Shares were issued at a price of $0.05 per Share.

c) Terms of the issued Securities

The Placement Shares issued are fully paid ordinary shares and rank equally with other Shares on issue.

d) Recipients of the issued Securities

The Placement Shares were issued to sophisticated and professional investors and executives of the Company that are not related to the Company.

e) Use of funds

The funds raised from the issue of the Placement Shares will be used for the purposes set out in section 3 above.

The Directors recommend that you vote in favour of Resolution 2.

4. Resolution 3, 4, 5, 6 and 7 – Participation of Stephen Bizzell, Andrew Martin, Chris Anderson, Geoffrey McConachy and David Christensen or their respective associates or nominees in the issue of Shares

Background

On 22 April 2014, each of the Directors entered into binding commitments with the Company to subscribe for a total $0.16 million of the Placement ( Binding Commitments ), subject to Shareholder approval.

Resolutions 3, 4, 5, 6 and 7 therefore seek the approval of Shareholders for the issue and allotment of a total of 3,200,000 Director Shares (in aggregate) under the Placement to the Directors of the Company, their associates or their nominees as follows: :

• a) 1,600,000 Director Shares to Stephen Bizzell, his associates or his nominees as part of the Placement.

• b) 500,000 Director Shares to Andrew Martin, his associates or his nominees as part of the Placement.

• c) 600,000 Director Shares to Chris Anderson, his associates or his nominees as part of the Placement.

• d) 300,000 Director Shares to Geoffrey McConachy, his associates or his nominees as part of the Placement.

• e) 200,000 Director Shares to David Christensen, his associates or his nominees as part of the Placement.

(together the Recipients )

The Director Shares are to be issued at the same price as the Placement Shares and the SPP Shares, all being $0.05 per Share.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of a public company without shareholder approval unless the benefit falls within one of various exceptions to the general prohibition. The process for and requirements that need to be met for the convening of the shareholder’s meeting are set out in Chapter 2E of the Corporations Act.

Explanatory Statement – GM 12 June 2014

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Explanatory Memorandum

A “related party” for the purposes of the Corporations Act is defined widely and includes a director of a public company, and entities controlled by him or her.

A “financial benefit” for the purposes of the Corporations Act has a very wide meaning. It includes the public company issuing securities to a related party. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.

The proposed Resolutions 3, 4, 5, 6 and 7, if passed, will confer a financial benefit on the Recipients. By virtue of each of the Recipients being a Director of the Company or an associate or nominee of a Director of the Company, the Recipients are each a related party of the Company.

Accordingly, the Company seeks to obtain Shareholder approval for the giving of a financial benefit to the Recipients through the issue of the Director Shares, in accordance with the requirements of Chapter 2E of the Corporations Act. For this reason, and for all other purposes, the following information is provided to Shareholders.

a) The related party to whom Resolutions 3, 4, 5, 6 and 7 would permit the financial benefit to be given

In respect of Resolution 3, Stephen Bizzell, a Director of the Company.

In respect of Resolution 4, Andrew Martin, a Director of the Company.

In respect of Resolution 5, Chris Anderson, a Director of the Company.

In respect of Resolution 6, Geoffrey McConachy, a Director of the Company.

In respect of Resolution 7, David Christensen, a Director of the Company.

b) The nature of the financial benefit

The nature of the proposed financial benefit to be given to each Recipient is the issue of the following number of Director Shares at an issue price of $0.05 per Director Share:

• a. in respect of Resolution 3, 1,600,000 Shares to Mr Stephen Bizzell;

• b. in respect of Resolution 4, 500,000 Shares to Mr Andrew Martin;

• c. in respect of Resolution 5, 600,000 Shares to Mr Chris Anderson;

• d. in respect of Resolution 6, 300,000 Shares to Mr Geoffrey McConachy; and

• e. in respect of Resolution 7, 200,000 Shares to Mr David Christensen.

c) Directors’ recommendation :

Mr Stephen Bizzell has an interest in the outcome of Resolution 3. Because of his interest in the outcome, Mr Bizzell does not make a recommendation in relation to Resolution 3.

All Directors other than Mr Bizzell recommend that Shareholders vote in favour of Resolution 3.

Mr Andrew Martin has an interest in the outcome of Resolution 4. Because of his interest in the outcome, Mr Martin does not make a recommendation in relation to Resolution 4.

All Directors other than Mr Martin recommend that Shareholders vote in favour of Resolution 4.

Mr Chris Anderson has an interest in the outcome of Resolution 5. Because of his interest in the outcome, Mr Anderson does not make a recommendation in relation to Resolution 5.

All Directors other than Mr Anderson recommend that Shareholders vote in favour of Resolution 5.

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Explanatory Memorandum

Mr Geoffrey McConachy has an interest in the outcome of Resolution 6. Because of his interest in the outcome, Mr McConachy does not make a recommendation in relation to Resolution 6.

All Directors other than Mr McConachy recommend that Shareholders vote in favour of Resolution 6.

Mr David Christensen has an interest in the outcome of Resolution 7. Because of his interest in the outcome, Mr Christensen does not make a recommendation in relation to Resolution 7.

All Directors other than Mr Christensen recommend that Shareholders vote in favour of Resolution 7.

d) Director’s interests and other remuneration

a. Stephen Bizzell (Non-Executive Chairman)

Stephen Bizzell has a material personal interest in the outcome of Resolution 3, as it is proposed that the Director Shares the subject of Resolution 3 be issued to him or his associates or nominees.

Excluding the Directors Shares the subject of Resolution 3, Stephen Bizzell (and entities associated with him) currently hold 9,758,190 Shares in the Company and 2,000,000 Options.

In addition to the interests held as set out in Annexure B as well as the Director Shares to be issued to Stephen Bizzell pursuant to Resolution 3, Stephen Bizzell currently receives remuneration of $60,000 per annum (total cost to the Company) from the Company for his services as a Chairman.

If all of the Director Shares are issued to Stephen Bizzell pursuant to Resolution 3, the effect on Stephen Bizzell’s direct and indirect holdings in the Company is set out in Annexure B.

b. Andrew Martin (Non-Executive Director)

Andrew Martin has a material personal interest in the outcome of Resolution 4, as it is proposed that the Director Shares the subject of Resolution 4 be issued to him or his associates or nominees.

Excluding the Directors Shares the subject of Resolution 4, Andrew Martin (and entities associated with him) currently hold 20,000,000 Shares in the Company.

In addition to the interests held as set out in Annexure B as well as the Director Shares to be issued to Andrew Martin pursuant to Resolution 4, Andrew Martin currently receives remuneration of $40,000 per annum (total cost to the Company) for his services as a Non-Executive Director.

If all of the Director Shares are issued to Andrew Martin pursuant to Resolution 4, the effect on Andrew Martin’s direct and indirect holdings in the Company is set out in Annexure B.

c. Chris Anderson (Non-Executive Director)

Chris Anderson has a material personal interest in the outcome of Resolution 5, as it is proposed that the Director Shares the subject of Resolution 5 be issued to him or his associates or nominees.

Excluding the Directors Shares the subject of Resolution 5, Chris Anderson currently holds 6,300,000 Shares in the Company.

In addition to the interests held as set out in Annexure B as well as the Director Shares to be issued to Chris Anderson pursuant to Resolution 5, Chris Anderson

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Explanatory Memorandum

currently receives remuneration of $33,000 per annum (total cost to the Company) for his services as a Non-Executive Director.

If all of the Director Shares are issued to Chris Anderson pursuant to Resolution 5, the effect on Chris Anderson’s direct and indirect holdings in the Company is set out in Annexure B.

d. Geoffrey McConachy (Executive Director)

Geoffrey McConachy has a material personal interest in the outcome of Resolution 6, as it is proposed that the Director Shares the subject of Resolution 6 be issued to him or his associates or nominees.

Excluding the Directors Shares, Geoffrey McConachy currently holds 6,000,000 Shares in the Company and 810,000 Performance Rights.

In addition to the interests held as set out in Annexure B as well as the Director Shares to be issued to Geoffrey McConachy pursuant to Resolution 6, Geoffrey McConachy currently receives cash remuneration of $287,500 per annum plus superannuation of $17,775 for his services as an Executive Director. Geoffrey McConachy’s total remuneration package for the 2012/2013 financial year was $318,981.

If all of the Director Shares are issued to Geoffrey McConachy pursuant to Resolution 6, the effect on Geoffrey McConachy’s direct and indirect holdings in the Company is set out in Annexure B.

e. David Christensen (Managing Director)

David Christensen has a material personal interest in the outcome of Resolution 7, as it is proposed that the Director Shares the subject of Resolution 7 be issued to him.

Excluding the Directors Shares, David Christensen currently holds 12,000,000 Shares in the Company and 840,000 Performance Rights.

In addition to the interests held as set out in Annexure B as well as the Director Shares to be issued to David Christensen pursuant to Resolution 7, David Christensen currently receives cash remuneration of $300,000 plus superannuation of $17,775 for his role as Managing Director. David Christensen also currently receives non-monetary benefits (currently $16,137 per annum). David Christensen’s total remuneration package for the 2012/2013 financial year was $348,194.

If all of the Director Shares are issued to David Christensen pursuant to Resolution 7, the effect on David Christensen’s direct and indirect holdings in the Company is set out in Annexure B.

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Explanatory Memorandum

e) Valuation

Shares in the same class as the Director Shares are currently quoted on the ASX and as such will have a tradeable market value. As at the last date prior to the entry into the Binding Commitments on which Shares were traded (being 11 April 2014), the closing Share price was $0.073.

Based solely on the closing share price on 11 April 2014 being multiplied by the number of the Director Shares, the Director Shares had a total indicative market value of $233,600. Additionally, the VWAP of the Company’s shares for the 15 trading days prior to the announcement of the Placement on 22 April 2014 was $0.064, giving the Director Shares a total indicative market value of $204,800 using this VWAP. Further details in this regard are set out below:

Director	No. of Shares	Value based on closing price on 11 April 2014 ($0.073)	Value based on 15 trading day VWAP ($0.064)	Issue Price ($0.05)
Stephen Bizzell	1,600,000	$116,800	$102,400	$80,000
Andrew Martin	500,000	$36,500	$32,000	$25,000
Chris Anderson	600,000	$43,800	$38,400	$30,000
Geoffrey McConachy	300,000	$21,900	$19,200	$15,000
David Christensen	200,000	$14,600	$12,800	$10,000

Under the terms of the Binding Commitments, the Recipients have each agreed to subscribe for Director Shares at an issue price of $0.05 per Share. Compared to the closing share price of the Company on 11 April 2014 (being $0.073 per Director Share), the issue price represents a discount of approximately 31.5%. The issue price represents a 22.8% discount to the VWAP for the 15 trading days prior to the announcement of the Placement on 22 April 2014.

It is, however, noted that the Director Shares are being issued at the same price as the Placement Shares and the SPP Shares (being $0.05 each) and form part of the overall capital raising announced on 22 April 2014.

f) Any other information that is reasonably required by Shareholders to make a decision and that is known to the Company or any of its Directors

There is no other information known to the Company or any of the Directors save and except as follows:

a. Market Price movements :

The valuation of the Director Shares noted above is based on a Market Price of the Company’s shares.

There is a possibility that the market price of the Company’s shares on the date of issue of the Directors Shares will be different to the price noted above and that the market price of the Company’s will change up to the date of the Meeting. The effect on the valuation for the Directors Shares, of movements in the market price of the Shares is set out below:

Explanatory Statement – GM 12 June 2014

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Explanatory Memorandum

Market Price	Valuation Total (Stephen Bizzell)	Valuation Total (Andrew Martin)	Valuation Total (Chris Anderson)	Valuation Total (Geoffrey McConachy)	Valuation Total (David Christensen)
	1,600,000 Shares	500,000 Shares	600,000 Shares	300,000 Shares	200,000 Shares
$0.04	$64,000.00	$20,000.00	$24,000.00	$12,000.00	$8,000.00
$0.05	$80,000.00	$25,000.00	$30,000.00	$15,000.00	$10,000.00
$0.06	$96,000.00	$30,000.00	$36,000.00	$18,000.00	$12,000.00
$0.07	$112,000.00	$35,000.00	$42,000.00	$21,000.00	$14,000.00
$0.08	$128,000.00	$40,000.00	$48,000.00	$24,000.00	$16,000.00

b. Trading History of the Shares (over the past 12 months)

As at 29 April 2014 the closing price of Company’s Shares on ASX was $0.073.

Set out below is the trading history of the Company’s shares over the past 12 months.

	Market Price 29 April 2014	Market Price 6 months prior	Market Price 12 months prior
High	$0.073	$0.05	$0.051
Low	$0.073	$0.05	$0.051

c. Opportunity Costs

The opportunity costs and benefits foregone by the Company issuing the Director Shares pursuant to the Binding Commitments is the dilutionary impact on the issued share capital of the Company. To the extent that the dilutionary impact caused by the issue of the Director Shares will be detrimental to the Company, this is more than offset by the advantages accruing from the Company receiving the consideration paid by the Recipients for the Director Shares.

It is also considered that the potential increase of value in the Director Shares is dependent upon a concomitant increase in the value of the Company generally.

d. Taxation Consequences

No stamp duty will be payable in respect of the grant of the Director Shares. No GST will be payable by the Company in respect of the grant of the Director Shares (or if it is then it will be recoverable as an input credit).

e. Dilutionary Effect

If all the Director Shares are issued to the Recipients per Resolutions 3, 4, 5, 6 and 7, the dilutionary effect on the issued capital of the Company is set out in Annexure A.

Listing Rule 10.11

Listing Rule 10.11 requires the approval of Shareholders before securities in the Company can be issued to a related party. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

In accordance with Listing Rule 7.2 (exception 14), as approval is being sought under Listing Rule 10.11, approval is not required to be obtained under Listing Rule 7.1.

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Explanatory Memorandum

The following information is given under Listing Rule 10.13 in relation to securities that are proposed to be issued to Stephen Bizzell, his associates or nominees, pursuant to Resolution 3:

Related Party	Stephen Bizzell,his associates or hisnominees.
Maximum number of securities to be issued	Up to 1,600,000 Director Shares.
Date the Company will issue the securities	The Company will issue the Director Shares to Stephen Bizzell, his associates or his nominees within one month after the date of the General Meeting.
Relationship to Company	Mr Stephen Bizzell is a related party for the purpose of Chapter 10 of the Listing Rules because he is a Director of the Company. As at the date of this Notice of Meeting, parties associated with Mr Bizzell hold 9,758,190 Shares and 2,000,000Options.
Issue price of the securities	$0.05 per Director Share.
Intended use of funds	The funds raised from the issue of the Director Shares will be used to accelerate and expand exploration and drilling at the Company’s Eastern Eyre project and as otherwise set outinsection3.

The following information is given under Listing Rule 10.13 in relation to the securities that are proposed to be issued to Andrew Martin, his associates or his nominees, pursuant to Resolution 4.

Related Party	Andrew Martin,his associates or hisnominees.
Maximum number of securities to be issued	Up to 500,000 Director Shares.
Date the Company will issue the securities	The Company will issue the Director Shares to Andrew Martin, his associates or his nominees within one month after the date of the General Meeting.
Relationship to Company	Mr Andrew Martin is a related party for the purpose of Chapter 10 of the Listing Rules because he is a Director of the Company. As at the date of this Notice of Meeting, parties associated with Mr Martin hold 20,000,000 Shares.
Issue price of the securities	$0.05 per Director Share.
Intended use of funds	The funds raised from the issue of the Director Shares will be used to accelerate and expand exploration and drilling at the Company’s Eastern Eyre project and as otherwise set outinsection3.

The following information is given under Listing Rule 10.13 in relation to the securities that are proposed to be issued to Chris Anderson, his associates or his nominees, pursuant to Resolution 5.

Related Party	ChrisAnderson,his associates or hisnominees.
Maximum number of securities to be issued	Up to 600,000 Director Shares.
Date the Company will issue the securities	The Company will issue the Director Shares to Chris Anderson, his associates or his nominees within one month after the date of the General Meeting.
Relationship to Company	Mr Chris Anderson is a related party for the purpose of Chapter 10 of the Listing Rules because he is a Director of the Company. As at the date of this Notice of Meeting, parties associated with Mr Anderson hold 6,300,000 Shares.
Issue price of the securities	$0.05 per Director Share.
Intended use of funds	The funds raised from the issue of the Director Shares will be used to accelerate and expand exploration and drilling at the Company’s Eastern Eyre project and as otherwise set outinsection3.

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Explanatory Memorandum

The following information is given under Listing Rule 10.13 in relation to the securities that are proposed to be issued to Geoffrey McConachy, his associates or his nominees, pursuant to Resolution 6.

Related Party	GeoffreyMcConachy,his associates or hisnominees.
Maximum number of securities to be issued	Up to 300,000 Director Shares.
Date the Company will issue the securities	The Company will issue the Director Shares to Geoffrey McConachy, his associates or his nominees within one month after the date ofthe General Meeting.
Relationship to Company	Mr Geoffrey McConachy is a related party for the purpose of Chapter 10 of the Listing Rules because he is a Director of the Company. As at the date of this Notice of Meeting, parties associated with Mr McConachyhold 6,000,000 Shares.
Issue price of the securities	$0.05 per Director Share.
Intended use of funds	The funds raised from the issue of the Director Shares will be used to accelerate and expand exploration and drilling at the Company’s Eastern Eyre project and as otherwise set outinsection3.

The following information is given under Listing Rule 10.13 in relation to the securities that are proposed to be issued to David Christensen, his associates or his nominees, pursuant to Resolution 7.

Related Party	David Christensen,his associates or hisnominees.
Maximum number of securities to be issued	Up to 200,000 Director Shares.
Date the Company will issue the securities	The Company will issue the Director Shares to David Christensen, his associates or his nominees within one month after the date of the General Meeting.
Relationship to Company	Mr David Christensen is a related party for the purpose of Chapter 10 of the Listing Rules because he is a Director of the Company. As at the date of this Notice of Meeting, parties associated with Mr Christensen hold 12,000,000 Shares.
Issue price of the securities	$0.05 per Director Share.
Intended use of funds	The funds raised from the issue of the Director Shares will be used to accelerate and expand exploration and drilling at the Company’s Eastern Eyre project and as otherwise set outinsection3.

Save as set out in this Explanatory Memorandum, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to benefits contemplated by Resolutions 3, 4, 5, 6 and 7.

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Explanatory Memorandum

5. Resolution 8 - Ratification of Issue of Shares under the Share Purchase Plan

Background

The Company announced to the market on 22 April 2014 that in conjunction with the Placement, the Company would be undertaking a share purchase plan to be offered to Eligible Shareholders at $0.05 per Share to raise up to $836,000 (by issue of up to 16,720,000 Shares). The purpose of the SPP is to offer Eligible Shareholders the opportunity to participate in the capital raising at this consistent price. Pursuant to the SPP Eligible Shareholders are able to subscribe for up to $15,000 worth of Shares at an issue price of 5 cents per Share, with the SPP raising capped at $836,000, without any brokerage or transaction costs.

The SPP opened on 6 May 2014 and will close on 27 May 2014 or such other date determined by the Board. Shareholders of the Company with a registered address in Australia, New Zealand or in any other jurisdiction where, in the opinion of the Directors of the Company, it is lawful and reasonably practical for the Company to offer and issue Shares under the SPP and who were on the share register of the Company at 7pm (AEDT) on 17 April 2014 are afforded the opportunity to participate in the SPP. The SPP documents were despatched to Eligible Shareholders on 5 May 2014.

The SPP has been structured to comply with ASIC Class Order 09/425 enabling the Company to issue shares under the SPP without a prospectus.

The Company is seeking Shareholder approval to ratify the issue of up to 16,720,000 Shares to Eligible Shareholders at an issue price of 5 cents per Share pursuant to the SPP. Details of the dilutionary effect of the issue of Shares under the SPP on the existing share capital of the Company are set out in Annexure A.

Listing Rule 10.11 prohibits a company from issuing shares to a related party unless shareholder approval is obtained or the issue falls within a number of exceptions. ASX has granted the Company a waiver from Listing Rule 10.11 to the extent necessary to permit the Company to issue up to $15,000 worth of fully paid ordinary shares of the Company at an issue price of 5 cents to each of its related parties under the SPP without obtaining shareholder approval, on the condition that all related parties are offered securities under the SPP on the same terms as other Shareholders. Under the SPP, all related parties will be offered Shares on the same terms as other Eligible Shareholders.

Listing Rule 7.4

Listing Rule 7.1 prohibits a company, except in certain cases, from issuing new Equity Securities equivalent in number to more than 15% of its capital in any 12 month period without the prior approval of its shareholders. Securities issued with shareholder approval under Listing Rule 7.1 do not count towards the 15% limit.

Listing Rule 7.2 Exception 15 states that an issue under a security purchase plan will not require shareholder approval and will not count toward the 15% limit so long as the number of securities to be issued is not greater than 30% of the number of fully paid ordinary securities already on issue and the issue price of the securities is at least 80% of the average Market Price for securities in that class over the 5 days preceding the date of announcement of the issue.

Listing Rule 7.4 provides that an issue of securities made without prior approval under Listing Rule 7.1 can be treated as having been made with that approval if shareholders subsequently approve it.

The Company will not be able to rely on Listing Rule 7.2, Exception 15 due to the issue price of Shares under the SPP. The issue price of shares under the SPP is $0.05 (5 cents) which involves a discount of more than the permitted 20% to the average Market Price for the Shares over the 5 days on which the Shares were traded prior to the date of announcement of the SPP on 22 April 2014. The average Market Price for the Shares for this period which occurred over 24 March 2014 – 11 April 2014) was $0.0632, with the proposed issue price of $0.05 being at a discount of 20.9% to this price.

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Explanatory Memorandum

The directors adopted a price lower than that required by Listing Rule 7.2, Exception 15 in order to ensure consistency between the SPP issue price and the issue price under the Placement and to give Eligible Shareholders the opportunity to participate in the capital raising at this consistent price. The nature of a share purchase plan is such to reward existing shareholders for their loyalty and provide shareholders with an opportunity to acquire shares without brokerage and transaction costs.

Accordingly RNU intend on issuing the Shares pursuant to the SPP at a price of $0.05 from its 15% capacity under Listing Rule 7.1 of which it currently has capacity to issue 16,720,000 Equity Securities. As such, the SPP raising is capped at $836,000 comprised of 16,720,000 Shares. Shareholder approval was therefore not sought under Listing Rule 7.1 to the issue of Shares pursuant to the SPP and the issue of such Shares will therefore count towards the Company’s 15% limit under Listing Rule 7.1 and may in fact fully utilise this capacity.

Shareholder approval is therefore sought to ratify the issue of the SPP Shares at a price of 5 cents pursuant to Listing Rule 7.4.

If this Resolution 8 is approved it will have the effect of refreshing the Company’s ability to issue further capital during the next 12 months pursuant to Listing Rule 7.1 without the need to obtain further Shareholder approval (subject to the Listing Rules and the Corporations Act). If Resolution 8 is not passed, the Shares issued under the SPP will be counted toward the 15% limit pursuant to Listing Rule 7.1 for a period of 12 months from the date of issue (in which case the Company may have no or limited capacity to issue further Equity Securities pursuant to Listing Rule 7.1 for the 12 months following the issue of the SPP Shares).

For the purposes of Listing Rule 7.5, the Company advises as follows:

a) Number of Securities issued

The maximum number of SPP Shares to be issued is 16,720,000 Shares. As at the date of the Notice, the SPP Shares have not been issued, however, it is proposed that the SPP Shares will be issued on or about 30 May 2014.

b) Issue price of the Securities issued

The SPP Shares are to be issued at 5 cents per Share, raising up to $836,000.

c) Terms of the issued Securities

The SPP Shares on issue will be fully paid ordinary shares and will rank equally with other Shares on issue.

d) Recipients of the issued Securities

The SPP Shares will be issued to Eligible Shareholders.

e) Use of funds

The funds raised from the issue of the SPP Shares will be used for the purposes set out in section 3 above.

The Directors unanimously recommend that you vote in favour of this Resolution 8.

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Explanatory Memorandum

6. Interpretation

In this Explanatory Memorandum:

ASX means the ASX Limited ABN 98 008 624 691;

Board means the board of directors of the Company;

Company means Renascor Resources Limited ACN 135 531 341;

Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time;

Director Shares means 3,200,000 Shares to be issued to Directors of the Company and their associates at $0.05 per Share and as contemplated by Resolutions 2 to 7 in this Notice of Meeting;

Directors mean directors of the Company;

Eligible Shareholders means Shareholders of the Company with a registered address in Australia, New Zealand or in any other jurisdiction where, in the opinion of the Directors of the Company, it is lawful and reasonably practical for the Company to offer and issue Shares under the SPP and who were on the share register of the Company at 7pm (AEDT) on 17 April 2014 are afforded the opportunity to participate in the SPP;

Equity Securities has the meaning given to that term in the Listing Rules;

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting;

Further Placement Shares means 1,850,000 shares to be issued to professional and sophisticated investors as part of the Placement on or about 16 June 2014;

Listing Rules means the official listing rules of the ASX as amended from time to time;

Market Price has the meaning given to that term in the Listing Rules;

Meeting or General Meeting means the General Meeting of Shareholders to be held at The Belair Room, BDO, Level 7 BDO Centre, 420 King William St, Adelaide South Australia 5000 on 12 June 2014 at 2.00pm (Adelaide time);

Notice of Meeting or Notice means the notice of meeting convening the Meeting and the Explanatory Memorandum;

Options mean an option to subscribe for ordinary Shares in the capital of the Company;

Ordinary Resolution means a Resolution passed by more than 50% of the votes cast at a general meeting of shareholders;

Placement means the capital raising currently being undertaken by the Company by way of the placement of up to 11,690,000 Shares at a price of $0.05 per Share to professional and sophisticated investors and directors and executives of the Company to raise a total of $584,500 and as contemplated by Resolutions 2 to 7 in this Notice of Meeting;

Placement Shares means 6,640,000 Shares issued to professional and sophisticated investors and executives of the Company on 5 May 2014 at $0.05 per Share;

Resolution means a Resolution to be proposed at the Meeting;

Shareholder means a holder of Shares in the Company;

Shares means ordinary fully paid shares in the issued capital of the Company;

SPP means the Share Purchase Plan announced by the Company on 22 April 2014;

SPP Shares means the Shares issued pursuant to the SPP, being a maximum of 16,720,000 Shares at an issue price of $0.05 per Share;

VWAP means the volume weighted average price of Shares as traded on ASX.

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to:

Angelo Gaudio (Company Secretary) 36 North Terrace, Kent Town, South Australia 5067 (08) 8363 6989

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Explanatory Memorandum

Annexure A

Issued Share Capital Table

Description	Number of Shares~~1~~	% of issued Share Capital1
Shares on issue prior to issue of Placement Shares	114,800,000	80.16%
Placement Shares and Further Placement Shares2	8,490,000	5.93%
Director Shares~~3~~	3,200,000	2.23%
SPP Shares~~4~~	16,720,000	11.68%
Total	143,210,000	100.00%

Notes:

• (1) Assumes no additional Shares are issued other than those contemplated by the Notice, including there being no exercise of existing Options or performance rights.

• (2) Assumes that all Further Placement Shares are issued.

• (3) Assumes Resolutions 3 – 7 (inclusive) are passed and all Director Shares are issued.

• (4) Assumes the SPP is fully subscribed and a total of 16,720,000 SPP Shares are issued.

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Explanatory Memorandum

ANNEXURE B

INTERESTS OF DIRECTORS IN ISSUED CAPITAL

Director (including associated entities)	Current Share Holding (Direct & Indirect)	% of Total Share Capital (123,290,000 Shares on issue) 1	Shareholding Upon issue of Director Shares1	% of Total Share Capital following issue of Director Shares (126,490,000 Shares on issue) 2	Share holding Upon issue of Director Shares and SPP Shares	% of Total Share Capital following issue of Director Shares and SPP Shares (143,210,000 Shares on issue) 3	Options	Perform- -ance Rights
Stephen Bizzell	9,758,190	7.91%	11,358,190	8.98%	11,358,190	7.93%	2,000,000	Nil
Andrew Martin	20,000,000	16.22%	20,500,000	16.21%	20,500,000	14.31%	Nil	Nil
Chris Anderson	6,300,000	5.11%	6,900,000	5.45%	6,900,000	4.82%	Nil	Nil
Geoffrey McConachy	6,000,000	4.87%	6,300,000	4.98%	6,300,000	4.40%	Nil	810,000
David Christensen	12,000,000	9.73%	12,200,000	9.65%	12,200,000	8.52%	Nil	840,000

Notes:

1. This assumes the issued share capital of the Company includes the Placement Shares (which were issued on 5 May 2014) and the Further Placement Shares (which are expected to be issued on or about 16 June 2014).

2. This assumes the issued share capital of the Company includes the Placement Shares and the Further Placement Shares and on the assumption that the issued share capital of the Company immediately prior to the issue of the Directors Shares is 123,290,000 Shares (which includes the Placement Shares and the Further Placement Shares). This does not take into consideration Shares issued pursuant to the SPP.

3. This assumes that the SPP is undertaken and fully subscribed and with no Directors participating in the SPP given their participation in the Director Shares. It also assumes that no Shares other than the Director Shares, SPP Shares and the Further Placement Shares are issued and the issued share capital is 143,210,000 Shares.

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Proxy, representative and voting entitlement instructions

Proxies and representatives

Shareholders are entitled to appoint a proxy to attend and vote on their behalf. Where a shareholder is entitled to cast two or more votes at the meeting, they may appoint two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specific proportion or number of votes the shareholder may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. The proxy may, but need not, be a shareholder of the Company.

Shareholders who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 (Cth) .

The proxy form must be signed by the shareholder or his/her attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be deposited at, posted to, or sent by facsimile transmission to the address listed below not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

Renascor Resources Limited

• 36 North Terrace, Kent Town, South Australia 5067.

Telephone Phone: (08) 8363 6989

Facsimile No: (08) 8363 4989

If a representative of the corporation is to attend the meeting, the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.

A proxy form is attached to this Notice.

Voting entitlement

For the purposes of determining voting entitlements at the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm on 10 June 2014. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Signing instructions

You must sign the proxy form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign. Joint Holding: Where the holding is in more than one name, all of the security holders should sign. Power of Attorney: To sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone.

Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary.

Please indicate the office held by signing in the appropriate place.

Proxy Form – GM 12 June 2014

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ABN 90 135 531 341
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LODGE YOUR VOTE

By Mail : 36 North Terrace Kent Town South Australia 5067

By Fax : +61 8 8363 4989 All telephone enquiries : +61 8 8363 6989

Proxy Form Please mark  to indicate your directions

STEP 1 Appoint a Proxy to vote on your behalf

I/We being a member/s of Renascor Resources Limited and entitled to attend and vote hereby appoint:

OR if you are NOT ! the Chairman appointing the Chairman of the Meeting as your proxy, of the Meeting please write the name of the person or body corporate you are appointing as your proxy.

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit, subject to compliance with the Corporations Act and the Listing Rules) at the General Meeting of Renascor Resources Limited to be held at The Belair Room, BDO, Level 7 BDO Centre, 420 King William St, Adelaide South Australia 5000 on 12 June 2014 at 2.00pm (Adelaide time) and at any adjournment of that meeting.

Important - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business , subject to compliance with the Corporations Act and the Listing Rules.

Resolution 3 (Listing Rule voting restrictions)

If the Chairman of the meeting is appointed as your proxy, or may be appointed by default, and you do NOT wish to direct your proxy how to vote as your proxy in respect of the Resolution/s, please place a mark in the box opposite.

By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of Resolution 3 (Relevant Resolution) and that votes cast by the Chair of the meeting for the Relevant Resolution other than as proxy holder will be disregarded because of that interest.

If the Chair of the meeting is your proxy and you do not mark this box or direct the Chair of the meeting how to vote above, the Chair of the meeting will not cast your votes on the Relevant Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Relevant Resolution.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting.

Proxy Form – GM 12 June 2014

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Please read the voting instructions before marking any boxes with an  .

STEP 2 Voting Directions for PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on ! your behalf on a show of hands or a poll and your votes will not be counted in computing the required Items of Business majority.

Resolution	For	Against	Abstain
1. Shareholder Approval to Issue, or Ratification of the Issue of, 500,000 Shares for an
Option to Acquire Two Exploration Tenements
2. Ratification of previous issue of Shares under the Share Placement
3. Participation of Stephen Bizzell or his associates in the issue of shares
4. Participation of Andrew Martin or his associates in the issue of shares
5. Participation of Chris Anderson or his associates in the issue of shares
6. Participation of Geoffrey McConachy or his associates in the issue of shares
7. Participation of David Christensen or his associates in the issue of shares
8. Ratification of issue of Shares under the Share Purchase Plan

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business, subject to the Corporations Act and the Listing Rules.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting by marking the appropriate box above.

STEP 3 Signature of Security holder(s) This section must be completed.

Security holder 1 Sole Director and Sole Company Secretary Contact Name	Security holder 2 Director Phone No.	Security holder 3
		Director/Company Secretary Date

This form should be signed by the shareholder. If a joint holding, all shareholders should sign. If signed by the shareholder’s attorney, the power of attorney must be attached to this form. If executed by a company, the form must be executed in accordance with company’s constitution and the Corporations Act 2001 (Cth) .

Proxy Form – GM 12 June 2014

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