REGIS RESOURCES LIMITED — Major Shareholding Notification 2016

Feb 8, 2016

Level 1 1 Alvan Street SUBIACO WA 6008 Australia

PO Box 862 SUBIACO WA 6904 Australia P+61 (0)8 9442 2200 F+61 (0)8 9442 2290

Facsimile

To:	ASX Market Announcements Office	Attention:
From:	Elisha Civil	Fax number:	1300 135 638
		No of pages:
Date:	9 February 2016	(incl. this one)	3
Subject:	Form 603 - Becoming a Substantial Shareholder in MGY

Please find attached a completed Form 603 "Notice of Initial Substantial Holder" in relation to Regis Resources Limited's (ASX: RRL) recently acquired interest in Malagasy Minerals Limited (ASX: MGY) for release on MGY's announcements page.

Please exclude this cover page from the announcement.

Yours sincerely,

Elisha Civil General Manager - Finance

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 871B

Notice of initial substantial holder

To Company Name/Scheme	Malagasy Minerals Limited
ACN/ARSN	121 700 105
1. Details of substantial holder (1)
Name	Regls Resources Limited
ACN/ARSN (If applicable)	009 174 761

The holder became a substantial holder on

05/02/2016

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	Person's voles (5)	Voling power (6)
Fully paid ordinary shares	38.484,022	38,484,022	9.9%

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
	Regis Resources Limited	lBeneficial holder and owner of the shares.	Ordinary shares 38 484.022

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 $(\mathsf{b})$	Class and number of securities
Regis Resources Limited	Regis Resources Limited	Regis Resources Limited	Ordinary shares 38,484,022

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
Regis Resources Limited	5 February 2016	\$1,269,972	50	Ordinary shares 38,484,022

603 GUIDE page 1/1 13 March 2000

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
∣N/A
وحد

7. Addresses

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

Name	Address
Regis Resources Limited	Level 1, 1 Alvan Street, Subiaco WA 6008
Malagasy Minerals Limited	15 Lovegrove Close, Mount Claremont WA 6010

Signature

	print name Kim Massey		capacity Company Secretary
sign here		a Mariey	date 09/ 02/2016
	--

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equily trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voling shares of a company constitute one class unless divided into separate classes. $(4)$
• $(5)$ The lolal number of voles allached to all the voling shares in the company or voling interests in the scheme (if any) that the person or an associate has a relevant interest in.
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(7)$ Include details of:
• $(a)$ any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany (his form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to (b) which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(B)$ If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write "unknown".
• $(9)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.