Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 GPO Box 9925 NSW 2001 Tel +612 9210 6500 Fax +612 9210 6611 www.corrs.com.au

Sydney Melbourne Brisbane Perth Gold Coast

Date	24 July 2008
Pages	54 (including this page)
Τo	The Company Secretary
	Regis Resources Limited
	Level 11, 461 Bourke Street
	Melbourne VIC 3000
	Fax: (03) 8602 6560
	Company Announcements Platform
	ASX Limited
	20 Bridge Street
	Sydney NSW 2000
	Fax: 1300 135 638

Dear Sir/Madam

Regis Resources Limited: Notice of Initial Substantial Holder

We act for Libra Advisors LLC and attach a notice of initial substantial holder in relation to Regis Resources Limited.

Yours faithfully Corrs Chambers Westgarth

Com Clembers abstract.

attachments

If this fax is Illegible or Incomplete please telephone (02) 9210 6500

PLEASE NOTE: If this fax transmission is received by other than the named addressee, you are requested immediately to notify us and return the original message to us at the postal address shown. The client entitled to the benefit of the solicitor/client/legal professional privilege attaching to this document is entitled to recover all copies of the document and to prevent its dissemination or use in any form by application to the courts.

SYD012

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To: Company Name ACN

Regis Resources Ltd 009 174 761

Details of substantial holder (1) Name ACN/ARSN (if applicable)

Libra Advisors LLC, Libra Fund LP and Libra Offshore Ltd Not applicable

The holder became a substantial holder on 22 July 2008

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) In on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Parson's votes (5)	Voting power (6)
Fully paid ordinary shares	15,000,000
		15,000,000	6.23%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Libra Advisors LLC	Relevant interest in the fully paid ordinary shares in Regis Resources Ltd beneficially held by Libra Fund LP and Libra Offshore Ltd under section 608(3)(b) of the Corporations Act: Libra Advisors LLC is the investment manager for Libra Fund LP. Libra Advisors LLC is the investment manager for Libra Offshore Ltd.	15,000,000 fully paid ordinary shares
Libra Fund LP	Beneficial owner of the fully paid ordinary shares in Regis Resources Limited under the Libra Fund LP Subscription Agreement set out at Annexure A.	12,150,000 fully paid ordinary shares
Libra Offshore Ltd	Beneficial owner of the fully paid ordinary shares in Regis Resources Limited under the Libra Offshore Ltd Subscription Agreement set out at Annexure B	2,850,000 fully paid ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	f Class and number of securities
Libra Advisors LLC	Bershaw & Co.	Libra Fund LP	12,150,000 fully paid ordinary shares
Libra Advisors LLC	Goldman Sachs & Co.	Libra Offshore Ltd	2,650,000 fully paid ordinary shares.

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
∟ibra Advisors LLC	22 July 2008	\$3,000,000	Ni	15,000,000 fully paid ordinary
				shares

SYD012

603 page 2/2 15 July 2001

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Libra Fund LP	Libra Advisors LLC has a power to exercise, or controls the exercise, of the votes attaching to the voting shares held by Libra Fund LP.
Libra Offshore Ltd	Libra Advisors LLC has a power to exercise, or controls the exercise, of the votes attaching to the voting shares held by Libra Offshore Ltd

7. Addresses

The addresses of the persons named in this form are as follows:

Name	Address
Libra Advisers LLC	Level 29, 909 Third Ave, New York, New York, 10022
Libra Fund LP	Level 29, 909 Third Ave, New York, New York, 10022
Libra Offshore Ltd	o'- Goldman Sachs (Cayman) Trust Limited P.O. Box 896 Harbour Centre, George Town, Grand Cayman, Cayman Island, BWI
Bershaw & Co.	123 Front Street West, 18th Floor Security Cage Toronto, Ontario M5.I2M3
Goldman Sachs & Co.	One New York Plaza, 44h Floor New York, NY 10004

Signature

capachy MANAG print name ANDON NERBER sign here $_{\text{data}}$ $32008$ Īμ

. . . . . . .

603 GUIDE page 1/1 13 March 2000

Libra Advisors LLC

Annexure A

This is Annexure "A", consisting of 25 pages referred to in Form 603 (Notice of Initial Substantial Holder).

Libra Fund LP Subscription Agreement

Signed for and on behalf of Libra Advisors LLC.

print name Capacit $\mathcal{MTAM}$ TANBON sign here date $11$ July $\overline{2}$ $\geq$

4847855/3

REGIS RESOURCES LTD. SUBSCRIPTION AGREEMENT FOR UNITS (U.S. PURCHASERS)

TO: AND TO: CIBC WORLD MARKETS INC., BMO NESBITT BURNS INC. AND CORMARK SECURITIES INC. REGIS RESOURCES LTD. (collectively, the "Agents"), on their own behalf and on behalf of the United States broker-dealer affiliate of an Agent involved in the Offering (the "U.S. Placement Agent")

The Subscriber (as hereinafter defined) hereby irrevocably subscribes for and agrees to purchase from Regis Resources Ltd. (the "Corporation") that number of units (the "Units") of the Corporation as set out below, for the aggregate subscription price set forth below, at a subscription price of A\$0.20 pattives of similar time. Once I as the corporation as see one before, the time aggregate subscription since one of our case see construction for Units" including without per Units including without limitation, the representations, warranties and covenants set forth in the applicable schedules attached thereto. The Units are part of an offering of up to limitation, the representations, warranties and covenants set for unuration, one representations, warranties and covenants set form in the applicative senerous abustries interest. The structure of the comprised of one ordinary
87,500,000 Units (the "Offering"). The Agents have the option share in the capital of the Corporation (each a "Unit Share") and one-half of one exchangeable ordinary share purchase warrant of the Corporation (each some in me enjoin of the corporation passes of some plane y and one-tail or one exchangeable oriunty share purchase warrant or the corporation passes entitle the holder, at its option to purchase one ordinary share of the Corporation at an exercise price of A\$0.28 per share (the "Warrant Exercise Price") at any time prior to 5:00 p.m. (Toronto time) on the date that is 24 months from the closing of the Offering (the "Term"). As described in greater detail as any time process since point (colonie many on the case was to an unitary community of the construction of the prospectus Qualification below under "Subscription and Description of Units", each Exchangeable Warrant will tream times consequence and becomprom of came, which becomposed warrant with the automativeny commissions in the respective commission of rtute (as activities between, wallows payment or miy activitions constructions, for a numberlingeable orthout y
Exchangeable Warrants") which will have the same Warrant Exercise Price and Term as the Exchangeable Warrants.

The Subscriber agrees, without limitation, that the Corporation and the Agents may rely upon the Subscriber's representations, warranties and covenants contained in the attached "Terms and Conditions of Subscription for Units" and applicable schedules. This subscription is subject to acceptance by the Corporation and may be accepted as to the number of Units subscribed for below or such lesser number as may be determined by the Corporation in its

PLEASE RETURN AN EXECUTED COPY OF THIS SUBSCRIPTION AGREEMENT (PLUS A SIGNED COPY OF SCHEDULE "8" TO CIBC WORLD
MARKETS INC., ON BEHALF OF THE U.S. PLACEMENT AGENT, ATTENTION: JOE KOSTANDOFF FAX: 416-594-7765 TEL: 416-594-GRAMME IS THE WE SERVED OF THE U.S. FLAVEMENT
Joe,[email protected] BY NO LATER THAN JULY 16, 2008.

Please print all information (other than signatures), as applicable, in the space provided below Number of Units: (V 150 050 Aggregate Subscription Cost: 1 430, 500, - Aug (the "Subscription Amount")





If the Subscriber is signing as agent for a principal (beneficial purchaser) (a "Disclosed Principal") and is not purchasing as trustee or agent for accounts fully managed by it, complete the following and cusure that Schedule "B' is completed on behalf of such principal: (Name of Disclosed Principal) (Address of Disclosed Principer) (Account Reference, if applicable)

SUBSCRIPTION AND SUBSCRIBER INFORMATION

$\Delta \phi = 0.01$ and

$\sim$

— ...

Account Registration Leformation: (Name)	Delivery Instructions as set forth below: - - (Name)
(Account Reference, if applicable)	(Account Reference, if applicable) (Address)
(Address, including Postal Code)	(Contact Name) (Telephone Number)
Number and kind of securities of the Corporation held, directly or indirectly.

$\mathcal{L}^{\text{max}}{\text{max}}$ and $\mathcal{L}^{\text{max}}{\text{max}}$

$\mathbf{2}$

$\mathcal{L}=\mathcal{L}$

$\sim$

TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS

ARTICLE 1 - INTERPRETATION

$1.1$ Definitions

Whenever used in this Subscription Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases shall have the respective meanings ascribed to them as follows:

"Accredited Investor" means an "accredited investor" that satisfies the criteria set forth in Rule 501(a) of Regulation D.

"Agency Agreement" means the agency agreement dated July 8, 2008 between the Agents and the Corporation in respect of the Offering.

"Agents" shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

"Agents' Option" shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

"ASIC" means the Australian Securities and Investments Commission.

"ASX" means ASX Limited or the stock market operated by ASX Limited, known as the Australian Securities Exchange (as the context requires).

"Australian Prospectus" shall have the meaning ascribed to such term in Section 3.2 of this Subscription Agreement.

"Business Day" means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto and Vancouver are not open for business.

"CIBCWM" means CIBC World Markets Inc.

"Cleansing Statement" means a notice given by the Corporation to the ASX in accordance with Section 708A(5) of the Corporations Act which complies with Section 708A(6) of the Corporations Act.

"Closing" shall have the meaning ascribed to such term in Section 4.1.

"Closing Date" shall have the meaning ascribed to such term in Section 4.1.

"Closing Time" shall have the meaning ascribed to such term in Section 4.1.

"Control Person" means a person, company or combination of persons or companies described in clause (c) of the definition of "distribution" in subsection $1(1)$ of the Securities Act (Ontario).

"Corporation" means Regis Resources Ltd.

"Corporations Act" means the Corporations Act 2001 (Cth) of Australia.

"Exchangeable Warrants" shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

"Non-Exchangeable Warrants" shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

"Offering" shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

"OSC" means the Ontario Securities Commission.

"PCMLTFA" shall have the meaning ascribed to such term in Section 6.1(t).

"person" means any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning.

"PFIC" shall have the meaning ascribed to such term in Section 6.2(i).

"Prospectus Qualification Deadline" shall have the meaning ascribed to such term in Section 3.2 of this Subscription Agreement.

"Prospectus Qualification Time" shall have the meaning ascribed to such term in Section 3.2 of this Subscription Agreement.

"Qualifying Jurisdictions" means those provinces and territories of Canada in which the Units are sold.

"Regulation D" means Regulations D under the U.S. Securities Act.

"Regulation S" means Regulations S under the U.S. Securities Act.

"Subscriber" means the subscriber for the Units as set out on the face page of this Subscription Agreement and includes, as applicable, each Disclosed Principal for whom it is acting.

"Subscription Agreement" means this subscription agreement (including any schedules hereto) and any instrument amending this Subscription Agreement.

"Subscription Amount" shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

"Term" shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

"Term Sheet" means the term sheet attached hereto as Schedule "A".

"United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

"Units" shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

"Unit Shares" shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

"U.S. Placement Agent" shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

"U.S. Person" has the meaning set forth in Rule 902(k) of Regulation S.

"U.S. Securities Act" means the United States Securities Act of 1933, as amended.

"Warrant Agent" shall have the meaning ascribed to such term in Section 3.2 of this Subscription Agreement

"Warrant Exercise Price" shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

"Warrant Indenture" shall have the meaning ascribed to such term in Section 3.2 of this Subscription Agreement.

"Warrants" means the Exchangcable Warrants and/or the Non-Exchangeable Warrants, as applicable.

"Warrant Shares" means the ordinary shares in the capital of the Corporation issuable upon exercise of the Exchangeable Warrants or the Non-Exchangeable Warrants, as the context requires, in accordance with their respective terms.

$1.2$ Gender and Number

Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and words importing persons shall include firms and corporations and vice versa.

$1.3$ Currency

Any references to "A\$" in this Subscription Agreement are to Australian dollars. All references to "\$" in Schedule "B" to this Subscription Agreement are to United States dollars.

$1.4$ Subdivisions and Headings

The division of this Subscription Agreement into Articles, Sections, Schedules and other subdivisions and the inclusion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Subscription Agreement. The headings in this Subscription Agreement are not intended to be full or precise descriptions of the text to which they refer. Unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section, Subsection, paragraph, clause or Schedule are to the applicable article, section, subsection, paragraph, clause or schedule of this Subscription Agreement.

ARTICLE 2-SCHEDULES

$2.1$ Description of Schedules

. . . . . . . . . . . . . . . . . . . .

The following are the Schedules attached to and incorporated in this Subscription Agreement by reference and deemed to be a part hereof:

Schedule "A" -Term Sheet Schedule "B" -U.S. Accredited Investor Status Certificate

ARTICLE 3- SUBSCRIPTION AND DESCRIPTION OF UNITS

$3.1$ Subscription for Units

The Subscriber hereby confirms its irrevocable subscription for and offer to purchase the Units from the Corporation on and subject to the terms and conditions set out in this Subscription Agreement, for the Subscription Amount which is payable as described in Article 4 hereto.

$3.2$ Warrants

The Exchangeable Warrants will be created and issued pursuant to a warrant indenture (the "Warrant Indenture") to be entered into as of the Closing Date by the Corporation and Computershare Trust Company of Canada, as warrant agent (the "Warrant Agent"). Each Exchangeable Warrant will, subject to certain adjustments, entitle the holder, at its option to purchase one Warrant Share at the Warrant Exercise Price during the Term. At such time as an Australian prospectus of the Corporation (the "Australian Prospectus") is filed with the ASIC and a receipt is issued for such Australian Prospectus by the ASIC (the "Prospectus Qualification Time"), the Exchangeable Warrants will be automatically exchanged for, without payment of any additional consideration, Non-Exchangeable Warrants which will be issued under the Australian Prospectus and which will have the same Warrant Exercise Price and Term as the Exchangeable Warrants. The specific attributes of the Warrants shall be set forth in the Warrant Indenture.

If the Prospectus Qualification Time has not occurred by the date that is four months from the Closing Date (the "Prospectus Qualification Deadline"), then each Warrant that is thereafter exercised will entitle the holder to purchase 1.1 Warrant Shares at the original Warrant Exercise Price.

Until the Prospectus Qualification Time has occurred, the Corporation has agreed, in consultation with CIBCWM acting reasonably, to issue Cleansing Statements to the ASX so as to permit the exercise of any Exchangeable Warrants and offers for resale of the underlying Warrant Shares in Australia (including on the ASX), provided that the issue of such Cleansing Statements would not be materially detrimental to the interests of the Corporation. For greater certainty, the Exchangeable Warrants may not be exercised without the prior consent of the Corporation to issue a Cleansing Statement to ASX immediately following the issue of the Warrant Shares, and the Corporation is not obliged to issue a Cleansing Statement unless it is satisfied in its discretion (and after consultation with CIBCWM, acting reasonably) that giving such a Cleansing Statement will not be materially detrimental to the interests of the Corporation.

The Subscriber hereby confirms its irrevocable subscription for and offer to purchase the Units from the Corporation, on and subject to the terms and conditions set out in this Subscription Agreement, for the Subscription Amount.

$3.3$ Acceptance and Rejection of Subscription by the Corporation

The Subscriber acknowledges and agrees that the Corporation reserves the right, in its sole absolute discretion, to reject this subscription for Units, in whole or in part, at any time prior to the Closing Time. If this subscription is rejected in whole, any cheques or other forms of payment delivered to the Agents representing the Subscription Amount will be promptly returned to the Subscriber without interest or deduction. If this subscription is accepted only in part, a cheque representing any refund of the Subscription Amount for that portion of the subscription for the Units which is not accepted, will be promptly delivered to the Subscriber without interest or deduction.

ARTICLE 4- CLOSING

$4.1$ Closing

Delivery and sale of the Units and payment of the Subscription Amount will be completed (the "Closing") at the offices of the Corporation's Canadian counsel, Lang Michener LLP, in Toronto, Ontario on July 22, 2008 (the "Closing Date") at 8:00 a.m. (Toronto time) (the "Closing Time") or at such other place, date or time as mutually agreed upon by the Corporation and CIBCWM (on behalf of the Agents). If, prior to the Closing Time, the terms and conditions contained in this Subscription Agreement and the Agency Agreement have been complied with to the satisfaction of the Agents, or waived by the Agents, the Agents shall deliver to the Corporation at the Closing Time all completed Subscription Agreements and payment of the aggregate Subscription Amount for all of the Units sold pursuant to the Agency Agreement against delivery by the Corporation of certificates representing the Units and such other documentation as may be required pursuant to the Subscription Agreement and the Agency Agreement.

If, immediately prior to the Closing Time, the terms and conditions contained in this Subscription Agreement (other than delivery by the Corporation, as applicable, to the Subscriber of certificates representing the Unit Shares and Exchangeable Warrants) and the Agency Agreement have not been complied with to the satisfaction of the Agents, or waived by them, the Agents, the Corporation and the Subscriber will have no further obligations under this Subscription Agreement.

At the Closing Time, the Corporation is irrevocably entitled to the aggregate Subscription Amount, subject to the rights of the Subscriber under this Subscription Agreement and any applicable laws.

$4.2$ Conditions of Closing

The Subscriber acknowledges and agrees that the obligations of the Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible, and in any event not later than the Closing Time:

payment by the Subscriber of the Subscription Amount to the Agents in a manner $(a)$ acceptable to the Agents;
$(b)$ the Subscriber having properly completed, signed and delivered this Subscription Agreement, including Schedule "B" evidencing the Subscriber's status as an "Accredited Investor" to the Agents as per the instructions on the face page of this Subscription Agreement;
the offer, sale and issuance of the Units being exempt from the prospectus and $(c)$ registration requirements of applicable securities legislation; and
the closing conditions contained in the Agency Agreement being satisfied or $(d)$ waived by the relevant party.

$\overline{1}$ Authorization of CIBCWM

The Subscriber irrevocably authorizes CIBCWM in its discretion to act as the Subscriber's representative at the Closing, and hereby appoints CIBCWM, with full power of substitution, as its true and lawful attorney with full power and authority in the Subscriber's place and stead:

$(a)$ to receive certificates representing the Unit Shares and Exchangeable Warrants, to execute in the Subscriber's name and on its behalf all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Subscriber, including this Subscription Agreement and the Schedules hereto, in connection with the subscription for the Units, and to exercise any rights of termination contained in the Agency Agreement;
$(b)$ to extend such time periods and to waive, in whole or in part, any representations, warranties, covenants or conditions for the Subscriber's benefit contained in this Subscription Agreement and the Agency Agreement or any ancillary or related document:
to terminate this Subscription Agreement if any condition precedent is not $(c)$ satisfied, in such manner and on such terms and conditions as CIBCWM in its sole discretion may determine; and
$(d)$ without limiting the generality of the foregoing, to negotiate, settle, execute, deliver and amend the Agency Agreement.

This power of attorney is irrevocable, is coupled with an interest and has been given for valuable consideration, the receipt and adequacy of which is acknowledged. This power of attorney and other rights and privileges granted under this section will survive any legal or mental incapacity. dissolution, bankruptcy or death of the Subscriber. This power of attorney extends to the heirs, executors, administrators, other legal representatives and successors, transferees and assigns of the Subscriber. Any person dealing with the Agents may conclusively presume and rely upon the fact that any document, instrument or agreement executed by the Agents pursuant to this power of attorney is authorized and binding on the Subscriber, without further inquiry. The Subscriber agrees to be bound by any representations or actions made or taken by the Agents pursuant to this power of attorney, and waives any and all defences that may be available to contest, negate or disaffirm any action of the Agents taken in good faith under this power of attorney.

ARTICLE 5-REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CORPORATION

$5.1$

Representations, Warranties and Covenants of the Corporation

The Subscriber shall have the benefit of the representations, warranties and covenants made by the Corporation to the Agents as set forth in the Agency Agreement. Such representations and warranties shall form an integral part of this Subscription Agreement and shall survive the closing of the purchase and sale of the Units and shall continue in full force and effect for the benefit of the Subscriber in accordance with the Agency Agreement, and subject to the time period identified in the Agency Agreement.

ARTICLE 6-ACKNOWLEDGEMENTS, REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER

$6.1$ Acknowledgements, Representations, Warranties and Covenants of the Subscriber

The Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, hereby represents and warrants to, and covenants with, the Corporation, the Agents and

. . . . . . . . . . . . . . . . . . . .

the U.S. Placement Agent as follows and acknowledges that the Corporation, the Agents and the U.S. Placement Agent are relying on such representations, warrantics and covenants in connection with the transactions contemplated herein:

$(a)$ The Subscriber certifies that it is resident in the jurisdiction set out on the face page of this Subscription Agreement, and has received and accepted the offer to purchase the Units in such jurisdiction. Such address was not created and is not used solely for the purpose of acquiring the Units and the Subscriber was solicited to purchase in such jurisdiction.
$(b)$ The Subscriber has properly completed, executed and delivered to the Corporation the U.S. Accredited Investor Status Certificate (dated as of the date hereof) set forth in Schedule "B", evidencing the Subscriber's status as an "Accredited Investor", and the information, including the representations, warranties and covenants contained therein, is true and correct, as at the date of this Subscription Agreement and will be true and correct as of the Closing Time.
The Subscriber understands that the Units are being offered for sale only on a $(c)$ "private placement" basis and that the sale and delivery of the Units is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or delivery of an offering memorandum or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum. Subscribers that acquire securities by way of a private placement have significantly fewer rights and remedies available to them than investors who acquire securities offered by a prospectus. For example, Subscribers who acquire securities by way of a private placement (i) do not have the benefit of certain statutory remedies against an issuer's agents, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, and (ii) may not receive information that would otherwise be required to be provided to it under securities legislation. The Subscriber is also aware that the common law may not provide Subscribers with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement.
$(d)$ Except to the extent contemplated herein, the Subscriber is purchasing the Units for investment purposes only and not with a view to resale, distribution or other disposition of the Units or any Underlying Securities in violation of United States federal or state securities laws.
$(e)$ The Subscriber will not offer, sell or otherwise dispose of the Unit Shares, Warrants or Warrant Shares in the United States or to a U.S. Person unless the Corporation has consented to such offer, sale or disposition and such offer, sale or disposition is made in accordance with an exemption from the registration requirements under the U.S. Securities Act and the applicable securities legislation of all applicable states of the United States, or the U.S. Securities and Exchange Commission has declared effective a registration statement in respect of resales of such securities.
$(f)$ The Offering and sale of the Units to the Subscriber were not made as a result of any general solicitation or general advertising (as those terms are used in Regulation D), including any advertisements, articles, notices or other

communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

The execution and delivery of this Subscription Agreement, the performance and $(g)$ compliance with the terms hereof, the subscription for the Units and the completion of the transactions described herein by the Subscriber will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber, the applicable securities legislation, any agreement to which the Subscriber is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber.
(ኬ) The Subscriber is subscribing for Units as principal for its own account and not for the benefit of any other person (within the meaning of applicable securities legislation) or, if it is subscribing as agent for a Disclosed Principal, the Disclosed Principal is an Accredited Investor with respect to which the Subscriber is exercising sole investment discretion, the name of the Disclosed Principal has been accurately set forth on the face page of this Subscription Agreement, and the Disclosed Principal has been informed by the Subscriber that the Corporation may be required by law to disclose to certain regulatory authorities the identity of each Disclosed Principal for whom the Subscriber is acting.
In the case of a subscription for Units by the Subscriber acting as trustee or agent $(i)$ for a fully managed account or as agent for a Disclosed Principal, the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of the fully managed account or Disclosed Principal, as applicable and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of and constitutes a legal, valid and binding agreement of, the fully managed account or Disclosed Principal, as applicable.
In the case of a subscription for the Units by the Subscriber acting as principal, $(i)$ this Subscription Agreement (and all other documentation in connection with this subscription) has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Subscriber. This Subscription Agreement is enforceable in accordance with its terms against the Subscriber.
$(k)$ If the Subscriber is:
$(i)$ a corporation, the Subscriber is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this Subscription Agreement, to subscribe for the Units as contemplated herein and to carry out and perform its obligations under the terms of this Subscription Agreement:
$(ii)$ a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its

covenants and obligations hereunder and has obtained all necessary approvals in respect thereof; or

$(iii)$ an individual, the Subscriber is of the full age of majority and is legally competent to execute this Subscription Agreement and to observe and perform his or her covenants and obligations hereunder.
Other than the Agents and the U.S. Placement Agent (and any affiliates thereof). $(1)$ there is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder's fee. If any person establishes a claim that any fee or other compensation is payable in connection with this subscription for the Units, the Subscriber covenants to indemnify and hold harmless the Corporation, the Agents and the U.S. Placement Agent with respect thereto and with respect to all costs reasonably incurred in the defence thereof.
$(m)$ The Subscriber is not, with respect to the Corporation or any of its affiliates, a Control Person and the purchase of the Units hereunder will not result in the Subscriber becoming a Control Person.
If required by applicable securities legislation or the Corporation, the Subscriber $(n)$ will execute, deliver and file or assist the Corporation in filing such reports, undertakings and other documents with respect to the issue and/or sale of the Unit Shares or Warrants as may be required by any securities commission, stock exchange or other regulatory authority.
$\omega$ The Subscriber has not received or been provided with a prospectus, offering memorandum (within the meaning of the applicable securities legislation) or any sales or advertising literature in connection with the Offering and the Subscriber's decision to subscribe for the Units was not based upon, and the Subscriber has not relied upon, any verbal or written representations as to facts made by or on behalf of the Corporation, the Agents or the U.S. Placement Agent The Subscriber's decision to subscribe for the Units was based solely upon the Term Sheet attached hereto as Schedule "A", this Subscription Agreement and information about the Corporation which is publicly available, which information is acknowledged by the Subscriber to be all the information that it considered necessary for its decision to invest in the Units (any such information having been obtained by the Subscriber without independent investigation or verification by the Agents or the U.S. Placement Agent).
$(p)$ The Subscriber is not purchasing Units with knowledge of any material information concerning the Corporation which has not been generally disclosed.
$(q)$ No person has made any written or oral representations:
$(i)$ that any person will resell or repurchase the Units;
$(ii)$ that any person will refund the Subscription Amount; or
$(iii)$ as to the future price or value of the Units.
There are risks associated with the purchase of and investment in the Units and $(r)$ the Subscriber is knowledgeable and or experienced in business and financial

matters and is capable of evaluating the ments and risks of an investment in the Units and fully understands the restrictions on resale of the Units and is capable of bearing the economic risk of the investment.

$(s)$ The Subscriber has not been formed solely for the purpose of entering into the transactions described herein.
$(t)$ The funds representing the Subscription Amount which will be advanced by the Subscriber to the Corporation hereunder, as applicable, will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLTFA") or any equivalent United States legislation and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber's name and other information relating to this Subscription Agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of the Subscriber's knowledge, none of the Subscription Amount to be provided by the Subscriber (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to the Subscriber. The Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and shall provide the Corporation with appropriate information in connection therewith.
$(u)$ The Subscriber, and each beneficial purchaser for whom it is contracting hereunder, is not relying upon the Agents or the U.S. Placement Agent to conduct any due diligence investigation on behalf of the Subscriber, or any beneficial purchaser for whom it is contracting hereunder, concerning the Corporation's business, management, financial position, condition or prospects.
$(v)$ Nothing in this Subscription Agreement should be considered to be investment, tax, or legal advice and each prospective investor should consult with their own counsel and advisors as to all matters concerning an investment in this Offering.

6.2 Acknowledgments and Covenants of the Subscriber

The Subscriber, hereby acknowledges, covenants and agrees as follows:

$(a)$ The Unit Shares, Warrants and Warrant Shares have not been nor will be registered under the U.S. Securities Act, or the applicable securities legislation of any state of the United States, the Unit Shares, Warrants and Warrant Shares constitute "restricted securities" as defined in Rule 144(a)(3) under the U.S. Securities Act, and the Unit Shares, Warrants and Warrant Shares may be offered and sold, directly or indirectly, in the United States only pursuant to an exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws.
The Subscriber has been advised to consult its own legal advisors with respect to $(b)$ trading in the Unit Shares, Warrants and Warrant Shares and with respect to the resale restrictions imposed by the applicable securities legislation of the jurisdiction in which the Subscriber resides, and acknowledges that no representation has been made respecting the applicable hold periods imposed by applicable securities legislation or other resale restrictions applicable to such

$\mathbf{r}$

securities which restrict the ability of the Subscriber (or others for whom it is contracting hereunder) to resell such securities, that the Subscriber (or others for whom it is contracting hercunder) is solely responsible to find out what these restrictions are and the Subscriber is solely responsible (and neither the Corporation, the Agents nor the U.S. Placement Agent are in any way responsible) for compliance with applicable resale restrictions and the Subscriber is aware that it (or beneficial persons for whom it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under the applicable securities legislation.

It has received and reviewed a copy of the Term Sheet (attached as Schedule $(c)$ "A") setting out the principal terms of the Offering.
No securities commission, agency, governmental authority, regulatory body, $(d)$ stock exchange or other regulatory body or similar regulatory authority has reviewed or passed on the merits of the Units.
There is currently no market on which the ordinary shares of the Corporation are (e) listed for trading other than the ASX and there can be no assurance that any other market will become available in the future for the trading of the Corporation's ordinary shares. There is currently no market on which the Warrants are listed for trading and no market is anticipated to become available.
$(f)$ Each certificate representing Unit Shares issued to a U.S. Person, a person in the United States, or for the account or benefit of a U.S. Person or a person in the United States, shall bear the following legend:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED. SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, (D) PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT; AND, IN THE CASE OF CLAUSE (C) OR (D), THE HOLDER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT; AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE
"GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY" MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA UPON DELIVERY OF THIS CERTIFICATE

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AND A DULY EXECUTED DECLARATION, IN A FORM
SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.";

$(z)$ Each certificate representing Warrants issued to a U.S. Person, a person in the United States, or for the account or benefit of a U.S. Person or a person in the United States, shall bear the following legend:

"THESE WARRANTS AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS AN EXEMPTION IS AVAILABLE FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT.

THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES. AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, (D) PURSUANT TO EXEMPTION ANOTHER FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT; AND, IN THE CASE OF CLAUSE (C) OR (0), THE HOLDER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT; AND IN EACH CASE IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY," MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT."

The Corporation is not obligated to file and has no present intention of filing with $(h)$ the United States Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resalc of the Units or Underlying Securities.
$\omega$ The Corporation may be considered a "passive foreign investment company" ("PFIC") under Section 1297(a) of Internal Revenue Code of 1986, as amended. and the Subscriber has been advised to consult its own tax and legal counsel regarding the implications and impact of the PFIC rules on the Subscriber's acquisition, ownership and disposition of the Units or Underlying Securities.
$(i)$ The Agents, the U.S. Placement Agent and/or their directors, officers, employees and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information concerning the Corporation or as to whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under the applicable securities legislation has been so disclosed or filed.
$(k)$ The Corporation, the Agents and the U.S. Placement Agent are relying on the representations, warranties and covenants contained herein and in Schedule "B" to determine the Subscriber's eligibility to subscribe for the Units under applicable securities legislation, and the Subscriber agrees to indemnify the Corporation, the Agents, the U.S. Placement Agent and each of their directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth in Schedule "B" which takes place prior to the Closing Time.
$(1)$ The Subscriber is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated under this Subscription Agreement and is not relying on the Corporation, the Agents or their respective counsel in this regard.
$(m)$ This Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Corporation and the Subscriber waives any requirement on the Corporation's behalf to immediately communicate its acceptance of this subscription to the Subscriber.
$(n)$ The Corporation may complete additional financings in the future in order to develop the business of the Corporation and fund its ongoing development, and such future financings may have a dilutive effect on securityholders of the Corporation, including Subscribers.
$\circ$ There is no government or other insurance covering the Unit Shares or Warrants.
$(p)$ There are risks associated with the purchase of the Units and the Subscriber may lose his, her or its entire investment.
The Subscriber acknowledges that this Subscription Agreement and the exhibits $(q)$ and schedules hereto require the Subscriber to provide certain personal information to the Corporation. Such information is being collected by the

and the state

Corporation for the purposes of completing the Offering, which includes, without limitation, determining the Subscriber's eligibility to purchase the Units under applicable securities laws, preparing and registering certificates representing Units to be issued to the Subscriber and completing filings required by any stock exchange or securities regulatory authority. The Subscriber's personal information may be disclosed by the Corporation to: (a) stock exchanges or securities regulatory authorities, (b) Canada Revenue Agency, and (c) any of the other parties involved in the Offering, including legal counsel and advisors and may be included in record books in connection with the Offering. By executing this Subscription Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber's personal information. The Subscriber also consents to the filing of copies or originals of any of the Subscriber's documents as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby. The Subscriber represents and warrants that it has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of each Disclosed Principal.

Removal of U.S. Legends

6.3

If any Units are being sold outside the United States in accordance with Rule 904 of Regulation S, the applicable legends referred to in Subsections 6.2(f) and 6.2(g) may be removed by providing a declaration (the "Selling Securityholder Declaration") the following effect (or in such other form as may be prescribed from time to time):

"The undersigned (A) acknowledges that the sale of the securities of Regis Resources Limited (the "Corporation") to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (B) certifies that (1) the undersigned is not (a) an "affiliate" of the Corporation (as that term is defined in Rule 405 under the U.S. Securities Act) (b) a "distributor" or (c) an affiliate of a distributor; (2) the offer of such securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of a "designated offshore securities market," and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as that term is defined in Rule 144(a)(3) under the U. S. Securities Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act."

provided, that, if such sale of the securities is effected through a broker or dealer over the facilities of a "designated offshore securities market" as defined in Regulation S, such declaration shall be accompanied by a declaration of the broker or dealer (together with the Selling Securityholder Declaration, the "Declarations") to the following effect (or in such other form as may from time to time be prescribed):

SYD012

"We have read the foregoing representations οf Our customer. (the "Seller") dated with regard to the sale, for such Seller's account, of the [insert description of securities] of Regis Resources Limited, represented by certificate number , and we hereby affirm that, to the best of our knowledge and belief, the facts set forth therein are full, true and correct."

and provided further, that, if any such securities are being sold pursuant to Rule 144 under the U.S. Securities Act, the legend may be removed by delivery to the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

The Declarations, as applicable, shall be addressed:

in the case of Unit Shares and Warrant Shares, to the Corporation and to the $(a)$ registrar and transfer agent of the Corporation's ordinary shares;
$(b)$ in the case of Warrants, to the Corporation and to the Warrant Agent.

Survival of Representations, Warranties and Covenants of the Subscriber $6.4$

The representations, warranties and covenants of the Subscriber contained in this Subscription Agreement are true as at the Closing with the same force and effect as if they had been made by the Subscriber at Closing and shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Corporation, the Agents or the U.S. Placement Agent with respect thereto and notwithstanding any subsequent disposition by the Subscriber of any of the Units and shall continue in full force and effect for the benefit of the Corporation, the Agents and the U.S. Placement Agent.

ARTICLE 7 - COMMISSION

$7.1$ Commission to the Agents

The Subscriber understands that in connection with the issue and sale of the Units pursuant to the Offering, the Agents will receive from the Corporation on Closing, a cash commission equal to 6.0% of the aggregate gross proceeds from the sale of the Units. No other fee or commission is payable by the Corporation in connection with the completion of the Offering; however, the Corporation will pay certain fees and expenses of the Agents in connection with the Offering, as set out in the Agency Agreement.

ARTICLE 8-MISCELLANEOUS

$8.1$ Further Assurances

Each of the parties hereto upon the request of each of the other parties hereto, whether before or after the Closing Time, shall do, execute, acknowledge and deliver or cause to be done. executed, acknowledged and delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be necessary or desirable to complete the transactions contemplated herein.

8.2 Time of the Essence

Time shall be of the essence of this Subscription Agreement and every part hereof.

8.3 Costs and Expenses

All costs and expenses (including, without limitation, the fees and disbursements of legal counsel) incurred in connection with this Subscription Agreement and the transactions herein contemplated shall be paid and borne by the party incurring such costs and expenses.

84 Applicable Law

This Subscription Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the Province of British Columbia and the laws of Canada applicable therein. Any and all disputes arising under this Subscription Agreement, whether as to interpretation, performance or otherwise, shall be subject to the non-exclusive jurisdiction of the courts of the Province of British Columbia and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the courts of such province.

8.5 Entire Agreement

This Subscription Agreement, including the Schedules hereto, constitutes the entire agreement between the parties with respect to the transactions contemplated herein and cancels and supersedes any prior understandings, agreements, negotiations and discussions between the parties. There are no representations, warranties, terms, conditions, undertakings or collateral agreements or understandings, express or implied, between the parties hereto other than those expressly set forth in this Subscription Agreement or in any such agreement, certificate, affidavit, statutory declaration or other document as aforesaid. Subject to Section 4.3 of this Subscription Agreement, this Subscription Agreement may not be amended or modified in any respect except by written instrument executed by each of the parties hereto. In the event of any inconsistency between the provisions of this Subscription Agreement and the Agency Agreement, the provisions of the Agency Agreement will prevail.

8.6 Execution by Facsimile and Counterparts

This Subscription Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same Subscription Agreement. Counterparts may be delivered either in original or faxed form and the parties adopt any signature received by a receiving fax machine as original signatures of the parties.

$8.7$ Assignment

This Subscription Agreement may not be assigned by either party except with the prior written consent of the other parties hereto.

$8,8$ Enurement

This Subscription Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, successors (including any successor by reason of the amalgamation or merger of any party), administrators and permitted assigns.

The Corporation hereby accepts the subscription for Units as set forth on the face page of this Subscription Agreement on the terms and conditions contained in the Subscription Agreement (including all applicable schedules) this _______ day of ___________________________________

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REGIS RESOURCES LTD.

Per:

Authorized Signing Officer

CIBC World Markets Inc. hereby acknowledges this subscription, on behalf of the Agents and on behalf of the U.S. Placement Agent, this _________ day of ___________________________________

CIBC WORLD MARKETS INC.

Per: $\overline{\phantom{a}}$

$\sim$

Authorized Signing Officer

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SCHEDULE "A"

TERM SHEET

REGIS RESOURCES LTD.

PRIVATE PLACEMENT OF UNITS

FINAL TERMS

Regis Resources Ltd. (the "Company").

Issuer: Offering:

Private placement of units (the "Units") of the Company (the "Offering").

Units:

Each Unit will be comprised of one ordinary share ("Ordinary Share") of the Company and one-half of an exchangeable ordinary share purchase warrant (each whole exchangeable warrant, an "Exchangeable Warrant").

Offering Size: Approximately A\$17.5 million, prior to the Agent's Option.

Offering Price: A\$0.20 per Unit.

Each Exchangeable Warrant will entitle the holder to purchase one Exchangeable Warrants: additional Ordinary Share, at a price of A\$0.28 per Ordinary Share (the "Warrant Exercise Price"), for a period of 24 months from the closing of the Offering. At such time as an Australian prospectus of the Company (the "Australian Prospectus") is filed with the Australian Securities and Investments Commission (the "ASIC") and a receipt is issued for such Australian Prospectus by the ASIC (the "Prospectus Qualification Time"), the Exchangeable Warrants will be automatically exchanged for, without payment of any additional consideration, nonexchangeable ordinary share purchase warrants which will be issued under the Australian Prospectus and which will have the same Warrant Excreise Price and term as the Exchangeable Warrants. If the Prospectus Qualification Time has not occurred by the date that is four months from the closing of the Offering (the "Prospectus Qualification Deadline"), then each Warrant that is thereafter exercised will entitle the holder to purchase 1.1 Ordinary Shares at the original Warrant Exercise Price. Until the Prospectus Qualification Time has occurred, the Company has agreed, in consultation with the Agents acting reasonably, to issue notices (known as "cleansing statements") to the Australian Securities Exchange (the "ASX") so as to permit the exercise of any Exchangeable Warrants and offers for resale of the underlying Ordinary Shares in Australia (including on the ASX), provided that the issue of such cleansing statements would not be materially detrimental to the interests of the Company. For greater certainty, the Exchangeable Warrants may not be exercised without the prior consent of the Company to issue a cleansing statement to the ASX immediately following the issue of the underlying Ordinary Shares, and the Company is not obliged to issue a cleansing statement unless it is satisfied in its discretion (and after

consultation with the Agents, acting reasonably) that giving such a cleansing statement will not be materially detrimental to the interests of the Company.

Agents' Option: The Agents have been granted the option to offer for sale up to an additional A\$7.5 million of Units, at the Offering Price, exercisable in whole or in part at any point prior to Closing.
Use of Proceeds: The net proceeds from the Offering will be used to fund the completion of the feasibility study over the Duketon Gold Project, acquisition of capital items for the development of the project, on-going exploration and for working capital for the Company.
Conversion of Debt: Dalkeith Resources Pty Ltd., an entity associated with the Managing Director, David Walker, intends to convert approximately AS3 million of short-term debt funding it is owed by the Issuer into Units on the same terms as the Offering. The Conversion of Debt is subject to shareholder approval.
Form of Offering: Marketed private placement on a best efforts agency basis. Subscribers in Canada must be "accredited investors" as defined in National Instrument 45-106. Subscribers in the United States must either be (i) qualified institutional buyers in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "1933 Act"), or (ii) a limited number of "accredited investors" as defined in Rule 501(a) of Regulation D under the 1933 Act. The Units will also be offered to eligible subscribers in such other jurisdictions agreed to by the Company and the Agents.
Standstill: The Company, each of its officers and directors, and Newmont Mining Corporation will execute an undertaking in favour of CIBC World Markets and BMO Capital Markets not to, subject to certain limited exceptions, offer or sell, or agree to offer to sell, or enter into an arrangement to offer or sell, any ordinary shares or any securities convertible into, exchangeable for, or otherwise exercisable to acquire any ordinary shares or other securities of the Company in connection with financing transactions at any time until 120 days following the closing of the Private Placement, without the consent of CIBC World Markets and BMO Capital Markets.
Eligibility: Eligible under the usual statutes and for RRSPs, RRIFs, DPSPs, RDSPs, and RESPs.
Listing: The Company's ordinary shares currently trade on the ASX under the symbol RRL.
The Company covenants to use its commercially reasonable efforts to Listing Covenant: obtain a secondary listing of its Ordinary Shares on a major North American stock exchange within four months of the closing of the Offering.
Commission:

6%.

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SYD012

Closing:

July 22, 2008.

Agents:

CIBC World Markets 45%/ BMO Capital Markets 45%/ Cormark Securities 10%

SCHEDULE "B"

U.S. ACCREDITED INVESTOR STATUS CERTIFICATE

The categories listed herein contain certain specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure as to the applicability of any category below, please contact your broker and/or legal advisor before completing this certificate.

TO: AND TO:

Regis Resources Ltd. (the "Corporation")

CIBC World Markets Inc., BMO Nesbitt Burns Inc. and Cormark Securities Inc. (collectively, the "Agents") on their own behalf and on behalf of the United States broker-dealer affiliate of an Agent involved in the Offering (each a "U.S. Placement Agent")

In connection with the purchase of Units of the Corporation by the undersigned, as an integral part of the accompanying Subscription Agreement, the undersigned hereby represents and warrants to the Corporation, the Agents and the U.S. Placement Agent that the undersigned, and each beneficial purchaser, if any, on whose behalf the undersigned is subscribing for Units, satisfies one or more of the following categories of Accredited Investor (please write "SUB" for the undersigned Subscriber, and "BP" for each beneficial purchaser, if any, on each line that applies):

Any bank as defined in Section 3(a)(2) of the U.S. Securities Act of 1933, as amended (the "U.S. $(1)$ Securities Act") or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934 or any insurance company as defined in Section 2(a)(13) of the U.S. Securities Act; any investment company registered under the U.S. Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the U.S. Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees if such plan has total assets in excess of US\$5,000,000; any employee benefit plan within the meaning of the U.S. Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US\$5,000,000, or, if a sclf-directed plan, with investment decisions made solely by persons that are "accredited investors" (as such term is defined in Rule 501 of Regulation D of the U.S. Securities Act);
Any private business development company as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940.
Any organization described in Section 501(c)(3) of the U.S. Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US\$5,000,000;
Any director or executive officer of the Corporation; $(4)$
$(5)$ A natural person whose total personal net worth, either individually or jointly with such person's spouse, at the time of purchase, exceeds US\$1,000,000;
A natural person who had individual income in excess of US\$200,000 or joint income with the $(6)$ person's spouse in excess of USS300,000, in each of the two most recent years and reasonably expects to reach the same income level in the current year;

$(2)$

$(3)$

Any trust with total assets in excess of US\$5,000,000, not formed for the specific purpose of $(7)$ acquiring the securities offered, whose purchase is directed by a sophisticated person (being ر
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defined as a person who has such knowledge and experience in financial and business matters that
he or she is capable of evaluating the merits and risks of the prospective investment).

$(8)$

Dated:

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foregoing categories.

An entity in which all of the equity owners satisfy the requirements of one or more of the Signed: $\mathbf{v}_i$ Print the name of Subscriber 6 Ó print name and title of Authorized Signing Officer

Libra Advisors LLC

603 GUIDE page 2/1 13 March 2000

Annexure B

This is Annexure "A", consisting of 26 pages referred to in Form 603 (Notice of Initial Substantial Holder).

Libra Fund Offshore Ltd Subscription Agreement

Signed for and on behalf of Libra Advisors LLC.

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23,2008 sign here Tư ъ

REGIS RESOURCES LTD. SUBSCRIPTION AGREEMENT FOR UNITS (CANADIAN AND INTERNATIONAL PURCHASERS)

REGIS RESOURCES LTD. TO: CIBC WORLD MARKETS INC., BMO NESBITT BURNS INC. AND CORMARK SECURITIES INC. AND TO: (collectively, the "Agents")

The Subscriber (as hereinafter defined) hereby irrevocably subscribes for and agrees to purchase from Regis Resources Ltd. (the "Corporation") that number of units (the "Units") of the Corporation as set out below, for the aggregate subscription price set forth below, at a subscription price of AS0.20 per Unit, upon and subject to the terms and conditions set forth in the attached "Terms and Conditions of Subscription for Units" including without limitation, the representations, warranties and covenants set forth in the applicable schedules attached thereto. The Units are part of an offering of up to 87,500,000 Units representations, warranties and covenants set forth in the appli (the "Offering"). The Agents have the option (the "Agents' Option") exercisable in whole or in part at any time up to the Closing Time (as defined below) the stressing is the expansion of the sphere the expansional sphere and the main of the main of the comprised of one ordinary share in the capital of the to increase the size of the Offering by up to a total of 37,500,000 Corporation (each a "Unit Share") and one-half of one exchangeable ordinary share purchase warrant of the Corporation (each whole exchangeable ordinary Corporation cases a wind state from one-time of one comangenum coming some parouses warfare or an excitement cases with contains and contains the contains of the contains of the contains of the contains of the balder, at i snare purchase warrant, an Exemengeable Warrent ), each exemangeable warrant will, subject to certain anjustments, entue the nonet, at its option to purchase one ordinary share of the Corporation at an exercise price of AS payment of any additional consideration, for a non-exchangeable ordinary share purchase warrant (the "Non-Exchangeable Warrants") which will have the same Warrant Exercise Price and Term as the Exchangeable Warrants.

The Subscriber agrees, without limitation, that the Corporation and the Agents may rely upon the Subscriber's representations, warranties and covenants contained agrees, whose minester, and the corporation and the eigene any very spen are entertained a representative, warranted and contained and contained and contained and contained by the Corporation and may be accepted as to the number of Units subscribed for below or such lesser number as may be determined by the Corporation in its sole discretion.

FLEASE RETURN AN EXECUTED COPY OF THIS SUBSCRIPTION AGREEMENT (PLUS A SIGNED COPY OF SCREDULE "B", if applicable) TO CIBC
WORLD MARKETS INC. ATTENTION: JOE KOSTANDOFF FAX: 416-594-7765 TEL: 416-594-7915 EMAIL: joe.kostando JULY 16, 2008. — . . . . .

SUBSCRIPTION AND SUBSCRIBER INFORMATION
	Please print all information (other than signatures), as applicable, in the space provided below
sa Oct $-4$ $\leq$	Number of Units: 18 P D SCS
(Name of Subscriber)
Account Reference (if applicable).	Aggregate Subscription Cost: 19000
By: Authorized Signature	(the "Subscription Amount"
	If the Subscriber is signing as agent for a principal (beneficial purchasor) (a
	"Disclosed Principal") and is not purchasing as trustee or agent for accounts fully managed by it, complete the following and ensure that Schedule "B", if
(Official Capacity or Title = if the Subscriber is not an individual)	applicable, is completed on behalf of such principal:
(Name of individual whose signature appears above if different than the name of the subscriber printed above.)	(Name of Disclosed Principal)
$\underbrace{C\ b\ c\ \ \vdots\ c\ c\ c\ c\ c\ c\ c\ c\ c\ c\ c\ c\ c\ c\ c\ c\ c\ c\ c$
	(Address of Disclosed Principal)
$-6$ and they $-9$	(Account Reference, if applicable)
$C\alpha q_{\text{ref}} = \frac{1}{\sqrt{2\pi}}\int_{\Omega}$
(Email Address) (Telephone Number) \/
Account Registration Information:	Delivery Instructions us set forth below:
$(N_3mc)$	(Name)
	(Account Reference, if applicable)
(Account Reference, if applicable)	(Address)
(Address, including Postal Code)	(Telephone Number) (Contact Name)
Number and kind of securities of the Corporation held, directly or indirectly:

TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS

ARTICLE 1 - INTERPRETATION

$1.1$ Definitions

"Agency Agreement" means the agency agreement dated July 8, 2008 between the Agents and the Corporation in respect of the Offering.

"Agents" shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

"Agents' Option" shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

"ASIC" means the Australian Securities and Investments Commission.

"ASX" means ASX Limited or the stock market operated by ASX Limited, known as the Australian Securities Exchange (as the context requires).

"Australian Prospectus" shall have the meaning ascribed to such term in Section 3.2 of this Subscription Agreement,

"Business Day" means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto and Vancouver are not open for business.

"CIBCWM" means CIBC World Markets Inc.

"Cleansing Statement" means a notice given by the Corporation to the ASX in accordance with Section 708A(5) of the Corporations Act which complies with Section 708A(6) of the Corporations Act.

"Closing" shall have the meaning ascribed to such term in Section 4.1.

"Closing Date" shall have the meaning ascribed to such term in Section 4.1.

"Closing Time" shall have the meaning ascribed to such term in Section 4.1.

"Control Person" means a person, company or combination of persons or companies described in clause (c) of the definition of "distribution" in subsection $1(1)$ of the Securities Act (Ontario).

"Corporation" means Regis Resources Ltd.

"Corporations Act" means the Corporations Act 2001 (Cth) of Australia.

"Exchangeable Warrants" shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

"FMSA" shall have the meaning ascribed to such term in Section 6.1(x).

"FPO" shall have the meaning ascribed to such term in Section 6.1(x).

"Insider" means (a) a director or senior officer of the Corporation (or a subsidiary of the Corporation), (b) any person who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation or a combination of both carrying more than 10% of the voting rights attached to all voting securities of the Corporation for the time being outstanding or (c) an insider of an Insider of the Corporation.

"International Jurisdiction" shall have the meaning ascribed to such term in Section 6.1(w)(i).

"NI 45-106" means National Instrument 45-106, Praspectus and Registration Exemptions.

"Non-Exchangeable Warrants" shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

"Offering" shall have the meaning ascribed to such term on the face page of this Subscription Agreement.

"OSC" means the Ontario Securities Commission.

"PCMLTFA" shall have the meaning ascribed to such term in Section 6.1(v).

"Prospectus Qualification Deadline" shall have the meaning ascribed to such term in Section 3.2 of this Subscription Agreement.