Renaissance Minerals : Secures Funding and Development Partner

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ASX Announcement & Media Release

Wednesday, 3 February 2016

Fast Facts

ASX Code: RNS

Shares on issue: 459.6 million Market Cap: A$14 million

Cash: A$1.3 million (31 Dec 2015)

Board & Management

Alan Campbell, Non-Exec Chairman Dave Kelly, Non-Exec Director Justin Tremain, Managing Director

Craig Johnson, Exploration Manager Brett Dunnachie, CFO & Co. Sec.

Vireak Nouch, Country Manager

Company Highlights

Targeting large gold systems in an emerging Intrusive Related Gold province in Cambodia

First mover in a new frontier

Okvau Deposit (100% owned): Indicated and Inferred Mineral Resource Estimate of 1.13Moz at 2.2g/t Au (refer Appendix One)

PFS completed and demonstrates high grade, low cost, compelling development economics:

• 830,000ozs in single pit

• Production to 100,000ozs pa over 8yr mine life (average 91,500oz pa LOM)

• AISC US$611/oz first 5 years (average US$735/oz LOM)

   NPV(5%) US$174M

• IRR 35% pa

• Payback ~2.6 years

Clear pathway to development

Significant resource growth potential. Okvau Deposit remains 'open' and multiple nearby high priority, untested targets

Registered Office

78 Churchill Avenue

SUBIACO WA 6008

T: [phone]

F: [phone]

W: www.renaissanceminerals.com.au E: [e-mail]

Renaissance Secures Funding and Development Partner

Joint Venture with Emerald Resources NL ('Emerald') on Renaissance Minerals' Cambodian Gold Project whereby Emerald will sole fund completion of:

• Definitive Feasibility Study ('DFS');

• Environmental & Social Impact Assessment ('ESIA'); and

• US$3 million (A$4.3 million1) 2 year exploration program to earn up to a 51% interest

Emerald to utilise their well credentialed management team that have been instrumental in the successful commercial development of numerous gold projects (Equigold NL & Regis Resources Ltd) to fund and manage the DFS and ultimately develop the Okvau Gold Deposit

Emerald to also fund and co-manage with Renaissance an aggressive exploration program over the next two years

Emerald to focus on the development economics of the Okvau Gold Deposit by optimisation of capital and operating costs through process design and mining efficiencies

Renaissance fully funded to a development decision with exposure to improved project economics and accelerated exploration

In addition to Joint Venture funding, Emerald to become a 10% shareholder in Renaissance through participation in a A$3.4 million equity placement

Renaissance Minerals Limited (ASX: RNS) ('Renaissance') is pleased to announce that the it has secured a development partner for its Cambodian Gold Projects, in particular the Okvau Gold Deposit, through a Joint Venture with Emerald Resources NL ('Emerald'). Renaissance and Emerald have entered into a legally binding Memorandum of Agreement ('MoA') whereby Emerald may earn up to a 51% interest in Renaissance's Cambodian Gold Projects by sole funding a Definitive Feasibility Study ('DFS') for the development of Okvau Gold Deposit to a bankable level, an Environmental & Social Impact Assessment ('ESIA') and a 2 year exploration program of US$3 million (A$4.3 million1). Renaissance had previously estimated that the cost of the DFS and ESIA alone would be in the vicinity of US$4-5million (A$5.7-A$7.1 million1).

Emerald and Renaissance have agreed the standard of DFS that Emerald is required to complete. This is based on a comprehensive criteria and to a level of accuracy that will be acceptable to potential bona-fide project financiers. Under the terms of the MoA, Emerald is to be sole manager of the DFS while Renaissance and Emerald will jointly manage the exploration program.

Emerald has subscribed for 57.4 million shares in Renaissance as part of an equity placement of 114.8 million at 3 cents per share to raise A$3.4 million ('Placement'). The remaining 57.4 million shares has been placed to institutional and sophisticated investors. Upon completion of the Placement, Emerald will hold a 10% interest in Renaissance and will be entitled to appoint a Non-Executive Director to the Board.

1 Based on AUD:USD of A$0.70

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Renaissance's Managing Director, Justin Tremain commented:

"The Emerald team is undoubtedly one of the best credentialed gold development teams in Australia with a proven history of developing projects successfully, quickly and cost effectively. The fact that this team has been attracted to the Okvau project is a testament to its potential. Renaissance is committed to taking the Okvau project forward and in light of current equity market conditions believe this Joint Venture provides the most attractive funding option for our shareholders. Renaissance shareholders retain significant ownership of the Okvau project with an exceptional development partner, and will benefit from any improvement in development economics and from future exploration success without the associated immediate funding obligation. The funding of a DFS and ESIA alone is a significant cost burden that this transaction removes from Renaissance shareholders. The Joint Venture also provides for the funding of ongoing exploration."

Emerald Resources NL

Emerald is an ASX listed entity with approximately A$18 million of cash and no debt. The Managing Director of Emerald, Mr Morgan Hart, has overseen the successful development of gold projects for Equigold NL and, most recently, as Operations Director of Regis Resources Ltd. His experience in developing countries includes the development of the Bonikro Gold Project in Cote d'Ivoire. He has assembled a team of highly competent mining engineers and geologists for the development of the Okvau Gold Deposit.

Joint Venture Terms

Emerald's interest in the Joint Venture will be progressive, based on a combination of exploration expenditure and DFS completion as shown below:

Cumulative Exploration Spend (non DFS costs)	DFS Status	Time	Emerald Interest
US$0.5 million	N/A	9 months	5%
US$2.5 million	N/A	24 months	30%
US$3.0 million	Completed	24 months	51%

Completion of a DFS is to include the completion of an Environmental & Social Impact Assessment.

Emerald will be the Manager of the DFS. Renaissance and Emerald will be Joint Managers of the exploration program until such time that Emerald has earned its 51% interest. All Joint Venture decisions regarding development commitments and expenditure will be subject to a 75% voting approval.

Emerald may only withdraw from the Joint Venture after 6 months and spending a minimum of US$0.5 million. If Emerald elects to withdraw prior to completing a DFS, it will be required to relinquish any interest that it may have earned. If at the time of withdrawing from the Joint Venture Emerald has earned a 30% interest and has not completed the DFS, Renaissance can opt to dilute Emerald to a 10% interest by spending US$2.0 million. If either party dilutes to a 10% interest the other party may elect to convert that party's interest to a 2% royalty.

Provision for further opportunities secured by either party in Cambodia will form part of the Joint Venture. Customary mutual pre-emptive rights, expenditure and dilution formulas will apply.

Joint Venture Conditions Precedent

The MoA is a binding agreement outlining the commercial terms of the Joint Venture that has been approved by the respective Boards of both Renaissance and Emerald. The agreement is subject to:

• Execution of a Farm-in and Joint Venture Agreement

• Approval by the shareholders of Renaissance by way of an ordinary resolution for the terms of the Joint Venture

• Approval by the shareholders of Emerald by way of an ordinary resolution for the proposed change in the nature and scale of Emerald's operations

• ASX granting Emerald conditional approval for the securities in Emerald to be re-instated to trading on the ASX following re-compliance by Emerald with Chapters 1 and 2 of the ASX Listing Rules

• Renaissance and Emerald obtaining necessary approvals and consents from the Cambodian Government

  
  

  A Notice of Meeting will be sent to Renaissance shareholders in due course. Renaissance will also keep shareholders advised of the status of and timing for satisfaction of the abovementioned conditions.

  
  

  Equity Placement

  The Placement consists of 114.8 million shares to be issued at a price of 3.0 cents per share to raise a total of A$3.4 million. The shares will be issued on or around 8 February 2016, pursuant to ASX Listing Rule 7.1 and 7.1A and will be made as follows:

• 57.4 million shares (A$1.7 million) to Emerald; and

• 57.4 million shares (A$1.7 million) to institutional and sophisticated investors

Emerald will hold a 10% interest in Renaissance post the Placement. Emerald will have the right to appoint a representative to the Board of Renaissance.

This announcement effectively lifts the trading halt that the Company requested on Monday 1 February 2016. Renaissance is not aware of any reason why the ASX would not allow trading to recommence immediately.

Cambodian Gold Project Background The 100% owned Okvau and adjoining O'Chhung licences cover approximately 400km2 of project area and are located within the core of a prospective Intrusive Related Gold ("IRG") province in the eastern plains of Cambodia. The Project is located in the Mondulkiri Province of Cambodia approximately 265 kilometres north-east of the capital Phnom Penh (refer Figure One). The topography is relatively flat with low relief of 80 metres to 200 metres above sea level. There are isolated scattered hills rising to around 400 metres. The area is sparsely populated with some limited historical small scale mining activity. An all- weather gravel haulage road servicing logging operations in the area provides good access to within 25 kilometres of the Okvau exploration camp site. The current access over the remaining 25 kilometres is sufficient for exploration activities but is planned to be upgraded to an all-weather road as part of any project development. A revised independent JORC Indicated and Inferred Resource estimate of 15.8Mt at 2.2g/t for 1.13Moz of gold was completed for the Okvau Deposit in July 2015. Importantly, approximately 85% the resource estimate is in the Indicated category. The resource estimate comprises 13.2Mt at 2.3g/t gold for 0.96Moz of gold in the Indicated resource category plus 2.7Mt at 2.0g/t gold for 0.17Moz of gold in the Inferred resource category (refer Appendix One).

Figure One | Cambodian Gold Project Location

The mineralised vein system of the Okvau Deposit has a current strike extent of 500 metres across a width of 400 metres. The depth and geometry of the resource make it amenable to open pit mining with 73%, or 830,000 ounces of the total resource estimate within the single open pit mine design.

The Okvau Deposit remains open. There is significant potential to define additional ounces from both shallow extensions along strike to the north-east and at depth. The current resource estimate is underpinned by 132 drill holes for 33,351 metres, of which 100 holes or 30,046 metres is diamond core drilling with the remainder being reverse circulation drilling. Drill hole spacing is nominally 30 metres by 30 metres.

The Okvau Deposit and other gold occurrences within the exploration licences are directly associated with diorite and granodiorite intrusions and are best classed as Intrusive Related Gold mineralisation. Exploration to date has demonstrated the potential for large scale gold deposits with the geology and geochemistry analogous to other world class Intrusive Related Gold districts, in particular the Tintina Gold Belt in Alaska (Donlin Creek 38Moz, Pogo 6Moz, Fort Knox 10Moz, Livengood 20Moz).

There are numerous high priority exploration prospects based upon anomalous geochemistry, geology and geophysics which remain untested with drilling. These targets are all located within close proximity to the Okvau Deposit.