Renascor Resources : Notice of Annual General Meeting/Proxy Form

12 October 2020

Dear Shareholder,

Annual General Meeting - Notice of Meeting and Proxy Form

Notice is hereby given that the Annual General Meeting (AGM) of Shareholders of Renascor Resources Limited (RNU, the Company) will be held at 11.00am (Adelaide time) on Thursday, 26 November 2020 at the offices of BDO, Level 7 BDO Centre, 420 King William Street, Adelaide SA 5000.

To comply with Federal and State government restrictions on social gatherings (and to otherwise ensure the safety of its shareholders and other participants), the Company may only be able to admit a limited number of persons to the Meeting. There is a risk that shareholders intending to attend the physical meeting may not be admitted, depending on the number of Shareholders who wish to physically attend. Therefore, the Company strongly encourages all shareholders to submit their directed proxy votes in advance of the Meeting as detailed below.

In accordance with section 5(1)(f) of the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 made by the Commonwealth Treasurer on 5 May 2020, the Company will not be sending hard copies of the Notice of Meeting, accompanying Explanatory Statement, and the 2020 Annual Report (the Meeting Materials). Instead the Meeting Materials are being made available to shareholders electronically.

This means that:

• You are able to access the Meeting Materials online at the Company's website: www.renascor.com.au
• A complete copy of the Meeting Materials has been posted on the Company's ASX announcements page 'RNU'
• If you have nominated an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to access the Meeting Materials

If you are unable to access the Meeting Materials online please contact the Company Secretary on [phone] or [e-mail] arrange a copy.

Yours sincerely,

Pierre van der Merwe

Chief Financial Officer/Company Secretary

Renascor Resources Ltd

ASX Code: RNU
Renascor Resources Limited	36 North Terrace	Phone: [phone]	www.renascor.com.au
ABN 90 135 531 341	Kent Town SA 5067		[e-mail]

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 which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be received 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]

Email: [e-mail]

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.

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 23 November 2020. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Notice of Annual General Meeting and Explanatory Memorandum

Renascor Resources Limited

ACN 135 531 341

Date of Meeting:

Thursday 26 November 2020

Time of Meeting: 11.00am (Adelaide time)

Place of Meeting:

The Belair Room

BDO

Level 7, BDO Centre

420 King William Street

Adelaide, South Australia 5000

agm 2020

1

Renascor Resources Limited ABN 90 135 531 341 Annual General Meeting 2020

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of the 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 26 November 2020 at 11.00am (Adelaide time).

The Explanatory Memorandum that accompanies and forms part of this Notice of Meeting describes the business to be considered at this Meeting.

Terms used in this Notice of Meeting will, unless the context otherwise requires, have the same meaning given to them in the Explanatory Memorandum.

Ordinary business

Financial Report

To receive and consider the Company's financial statements for the financial year ended 30 June 2020 together with the Directors' Report and the Auditors' Report.

1. Resolution 1: Adoption of Remuneration Report

To consider and, if thought fit, pass the following non-binding resolution as an Ordinary Resolution:

"That the Remuneration Report for the year ended 30 June 2020 (as set out in the Annual Report to Shareholders on pages 10 to 17 of the Directors' Report) be adopted."

The Company's Annual Report 2020, which contains the Remuneration Report, is available on the Company's website at www.renascor.com.au/asx-announcements/

The vote on this Resolution 1 is advisory only and does not bind the Directors of the Company.

Voting Restriction

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member.

However, the above persons may cast a vote on Resolution 1 if:

(a) both the following apply:

1. the person does so as a proxy appointed by writing that specified how the proxy is to vote on
   Resolution 1; and
2. the vote is not cast on behalf of one of the people described in paragraphs (a) or (b) above.

1. all of the following apply:
2. 1. the person is the Chair of the Meeting; and
   2. the Chair does so as a proxy appointed by means of the proxy form circulated with the Notice of Meeting that does not specify how the proxy is to vote on Resolution 1: and
   3. the vote is not cast on behalf of a person described in paragraphs (a) or (b) above; and
   4. the proxy expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

2. Resolution 2: Re-election of Stephen Bizzell as a

Director

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution of the Company:

"That Stephen Bizzell, who retires in accordance with Rule 38.1 of the Company's Constitution and being eligible and having offered himself for re election, be re-

elected as a director of the Company."

3. Resolution 3: Ratification of prior issue of Shares under the Placement

To consider and, if thought fit, pass the following as a Special Resolution of the Company:

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders approve and ratify the following issues of shares at $0.011 per Share to sophisticated and professional investors under the equity placement announced on 25 September 2020 (Placement) on the terms described in the Explanatory Memorandum:

1. 195,499,696 shares issued pursuant to Listing Rule 7.1; and
2. 117,182,123 shares issued pursuant to Listing Rule 7.1A."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company; or
• any of its Associates.

However, this does not apply to a vote cast in favour of this Resolution by:

1. a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

2