REGIS RESOURCES LIMITED — Share Issue/Capital Change 2016

Dec 5, 2016

6 December 2016

Manager Announcements Company Announcements Office Australian Securities Exchange Limited Level 4, 20 Bridge Street Sydney NSW 2000

www.regisresources.com Level 1 1 Alvan Street Subiaco WA 6008 Australia P 08 9442 2200 F 08 9442 2290

APPENDIX 3B AND 3Y FOLLOWING APPROVAL OF PERFORMANCE RIGHTS ISSUE

_____________________________________________________________________________________________________

Please find attached an Appendix 3B and Appendix 3Y for the issue of performance rights to the Company's executive directors - Mark Clark and Paul Thomas, as approved by shareholders at the Company's Annual General Meeting.

The final vesting of these performance rights and the subsequent number of shares awarded will be based on the achievement of various key performance hurdles as detailed in the Explanatory Statement in the Notice of Meeting for the 2016 Annual General Meeting.

Yours sincerely Regis Resources Limited

Kim Massey Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Regis Resources Limited

ABN

28 009 174 761

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Performance Rights

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Issue of 263,333 Performance Rights

Performance Rights as per terms approved by shareholders at the AGM held on 18 November 2016. Refer to Notice of Meeting for full vesting details.

+ See chapter 19 for defined terms.

4	Do the +securitiesrank equally inallrespectsfromthedateofallotment with an existing +classof quoted +securities?If the additional securities do notrank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpaymentthe extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment	Yes
5	Issue price or consideration	Nil (refer below)
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Issue of Performance Rights following approvalat 2016 AGM.
6a	Is the entity an +eligibleentitythat has obtained security holderapproval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securitiesthesubject of this Appendix 3B, andcomply with section 6i	No
6b	Thedatethesecurityholderresolution under rule 7.1A waspassed	N/A
6c	+securitiesNumberofissuedwithout security holder approvalunder rule 7.1	N/A
6d	+securitiesNumberofissuedwithsecurityholderapprovalunder rule 7.1A	N/A

+ See chapter 19 for defined terms.

• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of securities issued under an exception in rule 7.2
• 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.
• 6h If securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
• 7 Dates of entering +securities into uncertificated holdings or despatch of certificates
• 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

Number	+Class
500,992,775	Ordinary shares

N/A

N/A

N/A

N/A

N/A

6 December 2016

• See chapter 19 for defined terms.

		Number	+Class
9	+classNumberandofall+securitiesnot quoted on ASX(includingthesecuritiesinsection 2 if applicable)	25,000	Unlisted Options ($3.50, 31 July2017)
		75,000	Unlisted Options ($2.40, 31March 2018)
		25,000	Unlisted Options ($1.55, 14October 2018)
		8,595,000	Unlisted Options ($1.40, 11August 2019)
		1,000,000	Unlisted Options ($2.34, 6January 2020)
		200,000	Unlisted Options (2.70, 13 May2020)
		263,333	Unvested 2016 PerformanceRights
10	Dividend policy (in the case of a	N/A

trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	Issecurityholderapprovalrequired?	N/A
12	Is the issue renounceable or non‐renounceable?	N/A
13	Ratio in which the +securitieswillbe offered	N/A
14	+Classof +securitiesto which theoffer relates	N/A
15	+Recorddatetodetermineentitlements	N/A

+ See chapter 19 for defined terms.

• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

N/A

N/A

N/A

N/A

+ See chapter 19 for defined terms.

20	Names of any underwriters	N/A
21	Amount of any underwriting feeor commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to thebroker to the issue	N/A
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +securityholders	N/A
25	Iftheissueiscontingenton+securityholders'approval,thedate of the meeting	N/A
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled	N/A
27	If the entity has issued options,andthetermsentitleoptionholders to participate on exercise,the date on which notices will besent to option holders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	+securityHowdoholdersselltheir entitlements in full througha broker?	N/A
31	How do +securityholders sell partof their entitlements through abrokerandacceptforthebalance?	N/A
32	How do +securityholders disposeof their entitlements (except bysale through a broker)?	N/A

33 +Despatch date N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one) (a) Securities described in Part 1 (b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000

10,001 ‐ 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought
• 39 Class of +securities for which quotation is sought
• 40 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Number	+Class

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 2 We warrant the following to ASX.
  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no‐one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................Date: 6/12/2016

Company secretary

Print name: Kim Massey

== == == ==

+ See chapter 19 for defined terms.

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Regis Resources Limited
ABN	28 009 174 761

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Mark Clark
Date of last notice	15 August 2016

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	NA
Date of change	6th December 2016
No. of securities held prior to change	2,460,000 fully paid ordinary shares.1,500,000 unlisted options (exercisable at$1.40 per share on or before 11 August2019).
Class	Performance Rights
Number acquired	168,000 Performance Rights
Number disposed	Nil
Value/ConsiderationNote: If consideration is non‐cash, provide details and estimatedvaluation	Nil

+ See chapter 19 for defined terms.

No. of securities held after change	2,460,000 fully paid ordinary shares.
	1,500,000 unlisted options (exercisable at$1.40 per share on or before 11 August2019).
	168,000 performance rights (unvested)
Nature of changeExample: on‐market trade, off‐market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy‐back	Issue of Performance Rights pursuant to theRegis Resources Limited Executive IncentivePlan.

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder(if issued securities)	N/A
Date of change	N/A
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/ConsiderationNote: If consideration is non‐cash, provide detailsand an estimated valuation	N/A
Interest after change	N/A

Part 3 – +Closed period

Were the interests in the securities or contracts detailed	No
above traded during a +closed period where prior written
clearance was required?
If so, was prior written clearance provided to allow the tradeto proceed during this period?	N/A
If prior written clearance was provided, on what date was thisprovided?	N/A

+ See chapter 19 for defined terms.

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Regis Resources Limited
ABN	28 009 174 761

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Paul Thomas
Date of last notice	15 September 2016

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	NA
Date of change	6th December 2016
No. of securities held prior to change	500,000unlistedoptions(exercisableat$1.40 per share on or before 11 August2019).
Class	Performance Rights
Number acquired	95,333 Performance Rights
Number disposed	Nil
Value/ConsiderationNote: If consideration is non‐cash, provide details and estimatedvaluation	Nil

+ See chapter 19 for defined terms.

No. of securities held after change	500,000unlistedoptions(exercisableat$1.40 per share on or before 11 August2019).95,333 performance rights (unvested)
Nature of changeExample: on‐market trade, off‐market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy‐back	Issue of Performance Rights pursuant to theRegis Resources Limited Executive IncentivePlan.

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder(if issued securities)	N/A
Date of change	N/A
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/ConsiderationNote: If consideration is non‐cash, provide detailsand an estimated valuation	N/A
Interest after change	N/A

Part 3 – +Closed period

Were the interests in the securities or contracts detailedabove traded during a +closed period where prior writtenclearance was required?	No
If so, was prior written clearance provided to allow the tradeto proceed during this period?	N/A
If prior written clearance was provided, on what date was thisprovided?	N/A

+ See chapter 19 for defined terms.