RENASCOR RESOURCES LIMITED — Share Issue/Capital Change 2016

Jul 10, 2016

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 Listed Options
	78,533,336 Ordinary Shares 9,816,668 Listed Options
	Ordinary Shares fully paid, rank equally with existing ordinary shares (38,666,667 Ordinary Shares are subject to voluntary escrow from the date of issue until the earlier of (i) 21 December 2016, or (ii) Renascor’s acquisition of Eyre Peninsula Minerals Pty Ltd (EPM)). Listed Options will be granted with an exercise price of $0.03 and an expiry date of 30 September 2016. Performance Rights – Exercise of 600,001 Performance Rights and lapse of 66,666 Performance Rights

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted[+] securities?

Yes.

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

38,666,667 Ordinary Shares – Consideration based on closing price on the date of issue 39,266,668 Ordinary Shares - $0.015 per ordinary share

600,001 Ordinary Shares – Nil, exercise of Performance rights 9,816,668 Listed Options – Nil, free attaching listed option

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

38,666,667 Ordinary Shares issued as consideration for the acquisition of 29% of the issued shares of Eyre Peninsula Minerals Pty Ltd (EPM) as approved by shareholders at General Meeting held on 30 June 2016. 39,266,668 Ordinary Shares and 9,816,668 free attaching listed Options as part of a placement - the Company intends that the funds raised will be primarily used to fund resource expansion drilling on the Siviour deposit and to commence comprehensive metallurgical test work at Siviour. 600,001 Ordinary Shares – Nil, exercise of Performance rights under the Performance Rights Plan.

• 6a Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A?

Yes

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 under rule 7.1A was passed

26 November 2015

• 6c Number of[+] securities issued without N/A security holder approval under rule 7.1

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6d Number of +securities issued with N/A security holder approval under rule 7.1A 6e Number of +securities issued with 77,933,335 Ordinary Shares and 9,816,668 security holder approval under rule 7.3, Listed Options approved by shareholders at or another specific security holder General Meeting held on 30 June 2016. approval (specify date of meeting) 6f Number of[+] securities issued under an 600,001 Ordinary Shares (exercise of exception in rule 7.2 Performance Rights under the Performance Rights Plan) 6g If[+] securities issued under rule 7.1A, was N/A 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 N/A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue 90,749,965 capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 11 July 2016 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 362,999,863 Ordinary Shares quoted on ASX ( including the[+] securities in section 2 if applicable) 64,391,981 Listed Options @ $0.03 expiring on 30 Sep 2016 Number +Class 9 Number and[+] class of all Ordinary Shares +securities not quoted on ASX ( including Unlisted Options the[+] securities in section 2 if applicable) Exercise Price

	Number	+Class
362,999,863 64,391,981	362,999,863 64,391,981	Ordinary Shares Listed Options @ $0.03 expiring on 30 Sep 2016

9 Number and+class of all +securities not quoted on ASX (including the+securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class	+Class
		OrdinaryShares
		Unlisted Options
		Exercise Price	Expiry
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 offered N/A 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 relation N/A to fractions

• 18 Names of countries in which the entity has N/A 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

• 20 Names of any underwriters N/A 21 Amount of any underwriting fee or N/A commission

• 22 Names of any brokers to the issue N/A 23 Fee or commission payable to the broker to N/A the issue

• 24 Amount of any handling fee payable to N/A brokers who lodge acceptances or renunciations on behalf of security holders

• 25 If the issue is contingent on security holders’ N/A approval, the date of the meeting

• 26 Date entitlement and acceptance form and N/A offer documents will be sent to persons entitled

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

		Appendix 3B New issue announcement
	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	N/A
	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? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date
		N/A
		N/A
		N/A
		N/A
		N/A
		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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Appendix 3B New issue announcement

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 all N/A 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 now N/A 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[+] securities N/A quoted on ASX ( including the +securities in clause 38)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

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

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

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

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

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

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

Sign here: ................................................ Date: 11 July 2016 (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 215,790,100 securities on issue 12 months before the +issue date or date of agreement to issue 935,510 NEDSP Shares issued on 14

• Add the following: October 2015 (Approved by

• • Number of fully paid[+] ordinary securities Shareholders at AGM held on 27 issued in that 12 month period under an November 2014). exception in rule 7.2 18,000,000 Ordinary Shares issued on 26 February 2016 as consideration for

• • Number of fully paid[+] ordinary securities the acquisition of Sol Jar Property

• issued in that 12 month period with Pty Ltd approved by Shareholders.

• shareholder approval 2,340,914 NEDSP Shares issued pursuant to

• • Number of partly paid[+] ordinary Non-Executive Directors Share securities that became fully paid in that Plan(for Non-Executive Directors to 12 month period sacrifice 50% of their directors’ fees to acquire Shares (NEDSP Shares), as approved by shareholder at AGM held on 26 November 2015

• 47,400,003 Placement Shares issued on 17 May 2016 as approved by Shareholders at EGM held on 30 June 2016.

Note:

• Note: 600,001 Ordinary Shares on exercise of • Include only ordinary securities here – 600,001 performance rights issued other classes of equity securities cannot under the Performance Rights Plan be added approved by shareholders at GM on

• • Include here (if applicable) the securities 30 June 2012. the subject of the Appendix 3B to which 38,666,667 Consideration Shares issued to EPM this form is annexed Shareholders for the acquisition of

• • It may be useful to set out issues of 29% of the issued shares of EPM, as securities on different dates as separate approved by shareholders at GM line items held on 30 June 2016. 39,266,668 Ordinary Shares and 9,816,668 free attaching listed Options as part of a placement as approved by shareholders at GM held on 30 June 2016.

• Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

period
“A”	362,999,863
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	54,449,979
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
“C”	Nil
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	54,449,979
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	54,449,979 [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

“A” 362,999,863 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 36,299,986

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

• Insert number of[+] equity securities issued Nil 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

• “E” Nil

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10	36,299,986
Note: number must be same as shown in
Step 2
Subtract“E”	Nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.10] – “E”	36,299,986
	Note: this is the remaining placement capacity
	under rule 7.1A

• See chapter 19 for defined terms.

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ASX Announcement

11 July 2016

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CLEANSING STATEMENT

Renascor Resources Limited (“the Company”) (ASX:RNU) hereby provides notice to the ASX for the purpose of section 708A(5)(e) of the Corporations Act that it has issued today:

• 1) 39,266,668 fully paid Ordinary Shares in the Company at an issue price of $0.015 per Ordinary Share and 9,816,668 free attaching listed Options @ $0.03 expiring on 30 September 2016 without disclosure to investors under Part 6D.2 of the Corporations Act to raise $589,000 (before costs) by way of a placement as announced on 13 May 2016 (“the Conditional Placement”) and as approved by shareholders at the General Meeting held on 30 June 2016; and

• 2) 38,666,667 Ordinary Shares issued, at a deemed price equivalent to the closing price on the date of issue, as consideration for the acquisition of 29% of the issued shares of Eyre Peninsula Minerals Pty Ltd (EPM) as approved by shareholders at the General Meeting held on 30 June 2016; and

• 3) 600,001 fully paid Ordinary Shares in the Company. It is advised that 600,001 unlisted performance rights have been exercised under the Company’s Performance Rights Plan.

The Company states that as at the date of this notice:

• It has complied with the provisions of Chapter 2M of the Corporations Act as they apply to the Company and section 674 of the Corporations Act; and

• It is not aware of any excluded information with the meaning of Sections 708A(7) and 708A(8) of the Corporations Act.

An Appendix 3B with respect to the Placement was lodged by the Company with ASX on 11 July 2016.

Background information

Renascor Resources is an Australian-based company focused on the discovery and development of economically viable mineral deposits. Renascor has an extensive tenement portfolio, holding interests in projects in key mineral provinces of South Australia, the Northern Territory and Western Australia, including significant graphite projects near Arno Bay, South Australia and at Munglinup, Western Australia.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Mr David Christensen

Mr Angelo Gaudio

Managing Director Company Secretary +61 8 8363 6989 info@renascor.com.au

ACN 135 531 341 36 North Terrace, Kent Town, SA 5067 Phone: +61 8 8363 6989 • Fax: +61 8 8363 4989 Email: info@renascor.com.au

1

ASX code: RNU

www.renascor.com.au