REGIS RESOURCES LIMITED — Capital/Financing Update 2021

Apr 12, 2021

Announcement Summary

Entity name REGIS RESOURCES LIMITED

Announcement Type

New announcement

Date of this announcement

Tuesday April 13, 2021

The Proposed issue is:

A placement or other type of issue An accelerated offer

Total number of +securities proposed to be issued for an accelerated offer

ASX +security code	+Security description	Maximum Number of+securities to be issued
RRL	ORDINARY FULLY PAID	166,646,317
Trading resumes on an ex-entitlement basis (ex date)Thursday April 15, 2021
+Record dateThursday April 15, 2021
Offer closing date for retail +security holders
Wednesday May 5, 2021
Issue date for retail +security holdersWednesday May 12, 2021
Total number of +securities proposed to be issued for a placement or other type of issue
ASX +security code	+Security description	Maximum Number of+securities to be issued
RRL	ORDINARY FULLY PAID	74,094,424
Proposed +issue date

Thursday April 22, 2021

Refer to next page for full details of the announcement

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

New announcement

1.5 Date of this announcement

Tuesday April 13, 2021

1.6 The Proposed issue is:

A placement or other type of issue An accelerated offer

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional?

• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to the entity

No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

RRL : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No No

If the entity has quoted company options, do the terms entitle option holders to participate on exercise?

Details of +securities proposed to be issued

ASX +security code and description

RRL : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Has the offer ratio been determined? Yes

The quantity of additional +securitiesto be issued		For a given quantity of +securitiesheld
	100	308
What will be done with fractionalentitlements?		Maximum number of +securitiesproposed to be issued (subject torounding)
	Fractions rounded up to the nextwhole number	166,646,317
Offer price details for retail security holders
Has the offer price for the retail offer been determined?Yes
	In what currency will the offer bemade?	What is the offer price per +securityfor the retail offer?

AUD 2.70000

AUD - Australian Dollar

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined? Yes

In what currency will the offer be made?

What is the offer price per +security for the institutional offer? AUD 2.70000

AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

Up to 50% of their Entitlement

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

If eligible retail shareholders apply for more additional new shares than available under the over subscription facility, scale back will be applied by Regis and the underwriter in their absolute discretion.

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

Yes

Part 3D - Timetable

3D.1a First day of trading halt

Tuesday April 13, 2021

3D.1b Announcement date of accelerated offer

Tuesday April 13, 2021

3D.2 Trading resumes on an ex-entitlement basis (ex date)

Thursday April 15, 2021

3D.5 Date offer will be made to eligible institutional +security holders

Tuesday April 13, 2021

3D.6 Application closing date for institutional +security holders

Wednesday April 14, 2021

3D.8 Announcement of results of institutional offer

(The announcement should be made before the resumption of trading following the trading halt)

Thursday April 15, 2021

3D.9 +Record date

Thursday April 15, 2021

3D.10a Settlement date of new +securities issued under institutional entitlement offer

Wednesday April 21, 2021

3D.10b +Issue date for institutional +security holders

Thursday April 22, 2021

3D.10c Normal trading of new +securities issued under institutional entitlement offer

Thursday April 22, 2021

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

Tuesday April 20, 2021

3D.12 Offer closing date for retail +security holders

Wednesday May 5, 2021

3D.13 Last day to extend retail offer close date

Friday April 30, 2021

3D.16 Entity announces results of retail offer, including the number and percentage of +securities taken up by existing retail +security holders.

Monday May 10, 2021

3D.19 +Issue date for retail +security holders

Wednesday May 12, 2021

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer?

Yes

3E.1a Who is the lead manager/broker?

Merrill Lynch Equities (Australia) Limited (ABN 65 006 276 795)

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

0.25% of Institutional Entitlement Offer proceeds and 0.25% of Retail Entitlement Offer proceeds

3E.2 Is the proposed offer to be underwritten?

Yes

3E.2a Who are the underwriter(s)?

Merrill Lynch Equities (Australia) Limited (ABN 65 006 276 795)

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

The Entitlement Offer is fully underwritten

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

1.5% of Institutional Entitlement Offer proceeds and 1.5% of Retail Entitlement Offer proceeds. On the settlement date of the Retail Offer, Regis may also in its absolute discretion pay the Underwriter an additional fee of up to 0.25% of the Offer proceeds.

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

Please refer to Schedule 3 of the announcement released by the Company to ASX on 13 April 2021

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Standard share registry, external advisers and ASX administrative fees

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

To partially fund the proposed acquisition of a 30% interest in the Tropicana Gold Project. Refer to investor presentation dated 13 April 2021

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Institutional extended to: Australia, New Zealand, Canada (BC, ON, QC only), EU (Finland, Germany, Luxembourg, Netherlands, France, Denmark), HK, Japan, Norway, Singapore, Switzerland, UAE (excluding financial zones),UK, US. Retail extended to Aus and NZ

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities

No

3F.6 URL on the entity's website where investors can download information about the proposed issue

www.regisoffer.com.au

3F.7 Any other information the entity wishes to provide about the proposed issue

Refer to ASX announcement and investor presentation on 13 April 2021

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

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

No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

RRL : ORDINARY FULLY PAID

Number of +securities proposed to be issued

74,094,424

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash consideration being paid?

What is the issue price per +security? AUD 2.70000

AUD - Australian Dollar

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

Thursday April 22, 2021

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?

74,094,424

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

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? Yes

7E.1a Who is the lead manager/broker?

Merrill Lynch Equities (Australia) Limited (ABN 65 006 276 795)

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

See answer to question 3E.1b

7E.2 Is the proposed issue to be underwritten? Yes

7E.2a Who are the underwriter(s)?

Merrill Lynch Equities (Australia) Limited (ABN 65 006 276 795)

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

The Placement is fully underwritten

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

see answer to question 3E.2c

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

Please refer to Schedule 3 of the announcement released by the Company to ASX on 13 April 2021

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

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

Standard share registry, external advisers and ASX administrative fees

Part 7F - Further Information

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

To partially fund the proposed acquisition of a 30% interest in the Tropicana Gold Project. Refer to investor presentation dated 13 April 2021

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

Refer to ASX announcement and investor presentation on 13 April 2021