REGIS RESOURCES LIMITED — Capital/Financing Update 2020

Aug 11, 2020

Proposed issue of securities

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Announcement Summary

Entity name

REGIS RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday August 12, 2020

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
RRL	ORDINARY FULLY PAID	1,712,680

Proposed +issue date

Wednesday September 9, 2020

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

REGIS RESOURCES LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

28009174761

1.3 ASX issuer code

RRL

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Wednesday August 12, 2020

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes 7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	**** Approval**
+Security holder approval	Wednesday September 9,	actual?	received/condition met?
	2020	Estimated	No

Comments

The new RRL shares are being issued as consideration for the acquisition of certain assets from Stone Resources Ltd (SHK) as described in RRL's announcement of 12 August 2020. RRL shareholder approval is not required for the acquisition or for the issue of RRL shares. However, the acquisition itself is subject to the approval of SHK shareholders.

Approval/Condition	Date for determination	Is the date estimated or	**** Approval**
Other (please specify in	Wednesday September 9,	actual?	received/condition met?
comment section)	2020	Estimated	No

Comments

Ministerial and other consents to the transfer of clear and unencumbered title to the tenements under the Mining Act 1978 (WA).

RRL entering into a deed agreeing to be bound by existing royalty arrangements related to the tenements.

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

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ASX +security code and description

RRL : ORDINARY FULLY PAID

Number of +securities proposed to be issued

1,712,680

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

RRL shares are being issued as consideration for the acquisition of the Ben Hur Gold Project, and other tenements as described in RRL's announcement of 12 August 2020.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 10,000,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

Wednesday September 9, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

1,712,680

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? No 7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Pay for the acquisition of an asset. The RRL shares will be issued as consideration for the acquisition of the Ben Hur Gold Project and other tenements from SHK as set out in the RRL ASX announcement on 12 August 2020

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

The number of shares quoted in 7B.2 is based on the 5 day volume weighted average price of RRL on ASX as at the date of this Appendix 3B and may change on the date of issue (which will be completion of the proposed acquisition)

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