RENASCOR RESOURCES LIMITED — Share Issue/Capital Change 2017

Nov 23, 2017

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

Renascor Resources Limited

ABN

90 135 531 341

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)		Fully paid Ordinary Shares and Listed Options
		Tranche 1– Placement Options b) 60,349,030 Listed Options approved by shareholders on 20Nov17 to be issued on or about 28Nov17. Tranche 2– Conditional Placement Securities a) 58,824,140 Ordinary Shares issued on 24Nov2017. b) 29,412,070 Listed Options approved by shareholders on 20Nov17 to be issued on or about 28Nov17. Joint Lead ManagerOptions b) 25,000,000 Listed Options approved by shareholders on 20Nov17 to be issued on or about 28Nov17.
		a) Ordinary Shares fully paid, rank equally with existing ordinary shares. b) Listed Options to be issued with an exercise price of $0.03 and an expiry date of 31 October 2019. (See full terms of the Listed Options set out in the Prospectus Document announced on 21Nov2017).

• See chapter 19 for defined terms.

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

If the additional[+] securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

a) Ordinary Shares:

Yes – the Ordinary Shares will rank equally with existing ordinary shares from the date of issue.

b) Listed Options:

No, new class of option.

Following the issue of the listed options expected on or about 28 November 2017, then if the listed options are exercised the resulting shares will rank pari passu with existing fully paid ordinary shares.

• 5 Issue price or consideration

a) Ordinary Shares - $0.017 per ordinary share b) Listed Options – Nil, to be issued as free attaching listed options with Placement and Conditional Placement and lead manager options to be issued as consideration for lead manager services.

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

Placement proceeds to be applied to advance Renascor’s Siviour Graphite Project toward production..

• 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 20 November 2017 under rule 7.1A was passed 6c Number of[+] securities issued without Nil security holder approval under rule 7.1 6d Number of[+] securities issued with security Nil holder approval under rule 7.1A 6e Number of[+] securities issued with security Nil holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued under an Nil exception in rule 7.2

• See chapter 19 for defined terms.

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• 6g If[+] securities issued under rule 7.1A, 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.

N/A

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.	N/A	N/A	N/A	N/A
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. 8 Number and+class of all+securities quoted on ASX (including_the+securities in section 2 if applicable) 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)	N/A
	166,222,615
	a) 58,824,140 Ordinary Shares issued on 24 November 2017. b) 114,761,100 listed options with an exercise price of $0.03 and an expiry date of 31Oct2019 approved by shareholders on 20Nov17 to be issued on or about 28Nov17.
	Number		+Class
	664,890,465 114,761,100		Ordinary Shares Listed Options @ $0.03 expiringon 31 Oct 2019
	Number		+Class
			OrdinaryShares
	15,000,000		Unlisted Options
		Exercise Price		Expiry
		$0.05		5 Dec 2019
	N/A

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

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

• 13 Ratio in which the[+] securities will be 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

• See chapter 19 for defined terms.

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

• See chapter 19 for defined terms.

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32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date

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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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 N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and[+] class of all[+] securities N/A quoted on ASX ( including the +securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

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

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

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

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

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

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

Sign here: ................................................ Date: 24 November 2017 (Company secretary)

Print name: Angelo Gaudio

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

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

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

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

• Insert number of fully paid[+] ordinary 438,125,177 securities on issue 12 months before the + issue date or date of agreement to issue 42,068,684 Ord Shares issued on 5Dec2016 as

• Add the following: consideration for completion of

• • Number of fully paid[+] ordinary securities acquisition of remaining 51% of EPM issued in that 12 month period under an as approved by shareholders at exception in rule 7.2 AGM held on 25 November 2016. 2,600,000 Placement to Bizzell Capital

• • Number of fully paid[+] ordinary securities Partners Pty Ltd approved by

• issued in that 12 month period with shareholders at AGM held on shareholder approval 25Nov2016. 120,698,068 Ordinary Shares issued on 27 Sep 2017 as part of placement announced on 20 Sep 2017, as approved by shareholders at AGM on 20 Nov 2017.

• 2,574,404 NEDSP Shares issued 3 Oct 2017 pursuant to Non-Executive Directors Share Plan(for Non-Executive Directors to sacrifice 50% of their directors’ fees to acquire Shares

• • Number of partly paid[+] ordinary (NEDSP Shares), as approved by

• securities that became fully paid in that shareholder at AGM held on 25

• 12 month period November 2016

• Note: • Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities 58,824,140 Ordinary Shares issued on 24 Nov the subject of the Appendix 3B to which 2017 as part of placement this form is annexed announced on 20 Sep 2017, as

• • It may be useful to set out issues of approved by shareholders at AGM securities on different dates as separate on 20 Nov 2017. line items

• Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 664,890,465

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Appendix 3B New issue announcement	Appendix 3B New issue announcement
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	99,733,569
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 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	99,733,569
Subtract“C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	99,733,560 [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” 664,890,465 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 66,489,046

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

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” Nil

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

capacity under rule 7.1A
“A” x 0.10	66,489,046
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”	66,489,046
	Note: this is the remaining placement capacity
	under rule 7.1A

• See chapter 19 for defined terms.

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