Risk

The next time there is an upturn in mining profitability, and someone sees mining companies as a source of easy revenue we must remind them that those conditions partially compensate investors for all the risks we have taken over the decades which preceded this point in time.

Below is a list of the risks (as Regis saw it at the time of the Tropicana equity fund raising) associated with minerals exploration, mining and acquisition.

I would add to this list the Time-value of money risk given the ever-lengthening time frames to do any step in the exploration-development process. I would also add the Last-minute Ministerial riskwhich has the regulatory affect of a Smith and Wesson v a full hand of Aces.

Source: Regis Resources ASX Announcement 20 April 2021 Retail Offer Booklet:

KEY RISKS

INTRODUCTION

This section discusses some of the risks associated with an investment in Regis. Regis's business is subject to a number of risk factors both specific to its business and of a general nature which may impact on its future performance. This section summarises the following key risks:

• Existing business and operational risks for Regis - these risks are generally common to mining

companies in Australia and are therefore risks to which Regis will continue to be exposed

regardless of the Acquisition

• General risks relating to an investment in Regis shares (including the New Shares)

• Risks specific to the Acquisition

Before subscribing for New Shares, prospective investors should carefully consider and evaluate Regis and its business and whether the New Shares are suitable to acquire having regard to their investment objectives and financial circumstances and taking into consideration material risk factors. The below list of risk factors ought not to be taken as exhaustive of the risks faced by Regis or by investors in Regis. The below factors, and others not specifically referred to above, may in the future materially affect the financial performance of Regis and the value of the New Shares offered. The offer of New Shares carries no guarantee with respect to the payment of dividends, returns of capital or the market value of those New Shares. Potential investors should consider the investment carefully and should consult their professional advisers before deciding whether to apply for New Shares.

EXISTING BUSINESS AND OPERATION RISKS FOR REGIS

Impact of COVID-19 and general economic conditions

In light of recent global macroeconomic events, including the impact of COVID-19, Australia experienced an economic downturn and has been recovering in 2021. However, the nature and speed of the recovery remains uncertain and is expected to be uneven for some time. These economic disruptions could have a material adverse effect on Regis’ operating and financial position and performance and could affect the price of Regis shares. Many of the risks highlighted in further detail below may be heightened due to the impacts of the COVID19 pandemic. The potential eƯects of these possible outcomes on Regis include, but are not limited to:

• closure of and/or reduced capacity at Regis mines, plant and facilities;

• delays or interruption in supply chains leading to an inability to secure or obtain raw materials,

finished products or components;

• health outcomes for Regis employees or its customers’ employees, which could result in the

closure of a mine, plant or facility for a period and could adversely affect the availability of

technically equipped and qualified personnel needed to conduct certain operations;

• counterparty non-performance or claims under existing contractual arrangements;

• delays of projects with large associated capital spend, deferral of discretionary capital spend

and impact on valuation of assets.

Gold Price

Regis revenues are exposed to fluctuations in the gold price. Volatility in the gold price creates revenue uncertainty and requires careful management of business performance to ensure that operating cash margins are retained despite a fall in the spot gold price. The risks associated with such fluctuations and volatility may be reduced by any gold price hedging that Regis may undertake. A declining gold price can also impact operations by requiring a reassessment of the feasibility of mine plans and certain projects and initiatives. The development of new ore bodies, commencement of development projects and the ongoing commitment to exploration projects can all potentially be impacted by a decline in the prevailing gold price. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment could potentially cause substantial delays and/or may interrupt operations, which may have a material adverse effect on Regis's results of operations and financial condition.

Production and Cost Estimates

The ability of Regis to achieve production targets or meet operating and capital expenditure estimates on a timely basis cannot be assured. The assets of Regis, as any others, are subject to uncertainty with ore tonnes, grade, metallurgical recovery, ground conditions, operational environment, funding for exploration, regulatory changes, weather, accidents, difficulties in operating plant and equipment and other unforeseen circumstances such as unplanned mechanical failure of plant or equipment. Regis's operations, as with other mining operations, is subject to a number of uncertainties, including in relation to ore tonnes, grade, metallurgical recovery, actual realised values and grades of stockpiles (which are to date estimated), ground conditions, operational environment, funding for development, regulatory changes, accidents and other unforeseen circumstances such as unplanned mechanical failure of plant or equipment. Regis’ McPhillamys development project, as with other mining development projects, is subject to, amongst others, risk of potential delays or rejection of approvals and construction, in addition to capital cost overruns which may or may not be under Regis control. Regis has relied on the due diligence investigations it carried out in respect of the Tropicana and on information provided by IGO Limited and, as with any or acquisition, there are risks associated with the acquisition of the 30% interest in Tropicana which could impact its operational performance. As a result, there is a risk that Regis may not achieve its production or cost estimates, particularly those that relate to Tropicana in the near term. Failure of Regis to achieve production or cost estimates or material increases in costs could have an adverse impact on Regis's future cash flows, profitability, results of operations and financial condition. Regis prepares estimates of future production, cash costs and capital costs of production for its

operation. No assurance can be given that such estimates will be achieved. Failure to achieve production or cost estimates or material increases in costs could have an adverse impact on Regis’s future cash flows, profitability, results of operations and financial condition. Costs of production may also be affected by a variety of factors, including: ore grade, metallurgy, labour costs and the price of input consumables, such as fuel and chemicals. Unforeseen production cost increases could result in Regis not realising its operational plans or in such plans costing more than expected or taking longer to realise than expected. Any of these outcomes could have an adverse eƯect on Regis’s financial and operational performance

Operational RiskDrilling, mining and processing activities carry risk and as such, activities may be curtailed, delayed or cancelled as a result of a number of factors outside Regis’s control. These include geological conditions, technical difficulties, securing and maintaining tenements, weather, residue storage and tailings dam failures and construction of efficient processing facilities. The operation may be affected by force majeure, changes in geology, fires, labour disruptions, landslides, and the inability to obtain adequate machinery, engineering difficulties and other unforeseen events. As with most mines, reserves, resources and stockpiles are based on estimates of grade, volume and tonnage. The accuracy and precision of these estimates will depend upon drill spacing and other information such as continuity, geology, rock density, metallurgical characteristics, mining dilution, costs, etc. which evolve as the mine moves through diƯerent parts of the ore body. Regis endeavours to take appropriate action to mitigate these operational risks (including by properly documenting arrangements with counterparties, and adopting industry best practice policies and procedures) or to insure against them, but the occurrence of any one or a combination of these events may have a material adverse eƯect on Regis's performance and the value of its assets.

Exploration Risk

The exploration for and development of mineral deposits is speculative and involves significant risks. Whether a mineral deposit will be commercially viable depends on a number of factors, including: the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices, government regulation, land tenure, land use, and environmental protection. There is no certainty that the expenditures made by Regis towards the search for and evaluation of mineral deposits, will result in discoveries of commercial quantities of ore. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited.

Mineral Resource and Ore Reserve Estimates

Mineral resource and ore reserves are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realised or that mineral reserves could be mined or processed profitably. There are numerous uncertainties inherent in estimating mineral resources and ore reserves, including many factors beyond Regis control. Such estimation is a subjective process, and the accuracy of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgements used in engineering and geological interpretation. Short term operating factors in relation to the mineral reserves, such as the need for the orderly development of ore bodies or the processing of new or different ore grades, may cause mining operations to be unprofitable in any particular accounting period. In addition, there can be no

assurance that gold recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. Fluctuation in gold prices, results of drilling, metallurgical testing, changes in production costs, and the evaluation of mine plans subsequent to the date of any estimate may require the revision of such estimate. The volume and grade of reserves mined and processed, and recovery rates, may not be the same as currently anticipated. Any material reductions in estimated mineral resource and ore reserves, or of Regis’ ability to extract these mineral reserves, could have a material adverse effect on Regis results of operations and financial condition.

Replacement of Ore Reserves

Regis must continually replace reserves depleted by production to maintain production levels over the long-term. Reserves can be replaced by expanding known ore bodies, locating new deposits or making acquisitions, such as the Transaction. There is a risk that depletion of reserves will not be offset by discoveries, conversion of resource or acquisitions or that divestitures of assets will lead to a lower reserve base. The reserve base of Regis may decline if reserves are mined without adequate replacement and Regis may not be able to sustain production beyond the current mine lives, based on current production rates. Exploration is highly speculative in nature and costly. Regis's exploration projects involve many risks and therefore may be unsuccessful. There is no assurance that current or future exploration programs will be successful. Also, if a discovery is made, it may, in some cases, take up to a decade or longer from the initial phases of exploration drilling until mining is permitted and production is possible

Regulatory Risk

The existing operations of Regis are subject to various Federal, State and local laws and plans including those relating to mining, prospecting, development, permitting and licencing requirements, industrial relations, environment, land use, royalties, water, native title and cultural heritage, land access, mine safety and occupational health, including, for example, regulatory approvals from the New South Wales Department of Planning, Industry and Environment in relation to Regis’ McPhillamys Gold Project. Approvals, licences and permits required by Regis to comply with such laws may, in some instances, be subject to the discretion of government officials, and, in some cases, the local community. No assurance can be given that Regis will be successful in obtaining any or all of the various approvals, licences and permits or maintaining such authorisations in full force and effect without modification or revocation. To the extent such approvals are required and not retained or obtained in a timely manner or at all, Regis may be curtailed or prohibited from continuing or proceeding with mining, development and/or exploration activities. Mining operations can be subject to public and political opposition. Opposition may include legal challenges to exploration and development permits, political and public advocacy, electoral strategies, ballot initiatives, media and public outreach campaigns and protest activity, all which may delay or halt development or expansion. For example, native title claims on any existing or future tenements held by Regis in Australia may potentially impact Regis's operations and future plans.

Government policy and permits

In the ordinary course of business, mining companies are required to seek governmental permits for exploration, expansion of existing operations or for the commencement of new operations. The duration and success of permitting efforts are contingent upon many variables

not within the control of Regis. There can be no assurance that all necessary permits will be obtained, and, if obtained, that the costs involved will not exceed those estimated by Regis

Government regulation of the Mining Industry

Amendments to current laws, regulations and permits governing operations and activities of mining companies in Western Australia, or a more stringent implementation thereof, could have a material adverse impact on Regis and cause increases in the cost of production, capital expenditure or exploration costs and reduction in levels of production at producing properties.

Native Title

The Native Title Act 1993 (Cth) recognises and protects the rights and interest in Australia of Aboriginal and Torres Strait Islander people in land and waters according to their traditional laws and customs. Native title may impact Regis’ operations and future plans. Native title is not generally extinguished by the grant of exploration and mining tenements, as they are not generally considered to be a grant of exclusive possession. However, a valid exploration or mining tenement prevails over native title to the extent of any inconsistency for the duration of the title. There may be areas in relation to tenements which Regis has an existing interest in, or will acquire an interest in the future, over which common law Native Title rights exist, or may be found to exist, which may preclude or delay exploration, development or production activities. Regis will also need to comply with Aboriginal heritage legislation requirements which require heritage survey work to be undertaken ahead of the commencement of mining and exploration operations.

Land access

Mineral exploration, development and mining generally require consultation and agreement with landholders or other third parties in relation to access arrangements regarding underlying land. Regis may be subject to restrictions associated with such land access arrangements and may be required to pay compensation or adhere to other attached conditions. There is the further risk that landholders or other third parties may refuse access to the relevant land, which may negatively impact Regis’ ability to further explore or develop any projects the subject of such land.

Weather and climatic conditions

The current and future activities of Regis, including development of its projects, mining volumes, mining exploration and production activities, may be affected by seasonal and unexpected weather patterns, heavy rain, floods, droughts and other weather and climatic conditions. The eƯects of changes in rainfall patterns, water shortages and changing storm patterns and intensities may adversely impact the costs, production levels and financial performance of Regis’ operations. There is no guarantee that there will be suƯicient rainfall to support Regis’ future water demands in relation to its sites and operations, and this could adversely aƯect production and Regis’ ability to develop or expand projects and operations in the future. In addition, there can be no assurance that Regis will be able to obtain alternative water sources on commercially reasonable terms or at all in the event of prolonged drought conditions. Climate-related changes to precipitation patterns could exacerbate water stress in some areas and therefore potentially have a negative impact on Regis’ ability to access fresh water and process ore at some or all of its existing operations.

Effectiveness of Regis gold price hedging

Regis currently has certain gold price hedging arrangements in place and may in the future choose to or be required to enter into further gold price hedging arrangements. Although gold price hedging activities may protect Regis in certain instances, they may also limit the price that can be realised on the proportion of recovered gold that is subject to any hedges, in the event that the market price for gold exceeds the hedged contract price (meaning rising gold prices could result in part of Regis’ gold production being sold at less than the prevailing spot price at the time of the sale). In this event, Regis’ financial performance may be adversely affected.

Foreign exchange rate risk

Regis is an Australian business that reports in Australian dollars. Regis's revenue is derived from the sale of gold in Australian dollars. Costs are mainly incurred by its business in Australian dollars. However, because gold is globally traded in US$, Regis is exposed to foreign exchange risk. Therefore movements in the US$/A$ exchange rate may adversely or beneficially affect Regis's results of operations and cash flows. The risks associated with such fluctuations and volatility may be reduced by any currency hedging Regis may undertake, though there is no assurance as to the efficacy of such currency hedging. Regis hedges its gold ounces in Australian dollars, which, given Regis's revenue is derived from sale of gold in US dollars, provides for some coverage of foreign exchange risk.

Reliance on transport infrastructure

Regis depends on the availability and affordability of reliable transportation infrastructure. Interruption to the provision of such infrastructure due to adverse weather or otherwise could adversely aƯect Regis's operations and financial condition.

General risks associated with mining

When compared with many industrial and commercial operations, mining and mineral processing projects are relatively high risk. This is particularly so where new technologies are employed. Each ore body is unique. The nature of mineralisation, the occurrence and grade of the ore, as well as its behaviour during mining and processing can never be wholly predicted. Estimations of the tonnes, grade and overall mineral content of a deposit are not precise calculations but are based on interpretation and samples from drilling, which, even at close drill hole spacing, represent a very small sample of the entire ore body.

Uninsured or uninsurable risks

Regis undertakes complex and large-scale operating activities and faces operating hazards associated with these activities. There is a risk that operating equipment, facilities and systems may not operate as intended or may not be available from time to time as a result of operator error or unanticipated failures or other events outside of Regis’s control, such as fires, catastrophic breakdowns, unforeseen geological impacts, deliberate acts of destruction, interference, terrorism, natural disasters or extreme weather events, which may reduce profitability and the ability of Regis to operate in the future. In accordance with customary industry practices, Regis will maintain insurance coverage limiting financial loss resulting from certain operating hazards and performs cost/benefit analysis to determine insurance coverage. However, not all risks inherent to Regis’s operations can be insured economically or at all. No assurance can be given that Regis will be able to obtain or maintain insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover all risks or claims on acceptable terms. Losses, liabilities and delays arising from

uninsured or underinsured events could reduce Regis’s revenue or increase costs or cause a decline in the value of the securities of Regis.

Existing Regis operations – geological and geotechnical risks

There is a risk that unforeseen geological and geotechnical difficulties may be encountered in Regis's existing operations, such as unusual or unexpected geological conditions, pit wall failures, rock bursts, seismicity and cave-ins. Unforeseen geological and geotechnical diƯiculties could result in lower than expected production and/or higher than anticipated operation and maintenance costs and/or on-going unplanned capital expenditure in order to meet production targets and accordingly, could have an adverse eƯect on Regis’ operating or financial performance. In any of these events, a loss of revenue may be caused due to the lower than expected production and/or higher than anticipated operation and maintenance costs and/or on-going unplanned capital expenditure in order to meet production targets.

Environmental risk

Mining and exploration can be potentially environmentally hazardous, giving rise to potentially substantial costs for environmental rehabilitation, damage control and losses. Regis is subject to environmental laws and regulations in connection with its operations and could be subject to liability due to risks inherent in its activities, including unforeseen circumstances, which may give rise to liabilities and costs for Regis, and/or result in Regis’ operations being delayed, suspended or shut down. Regis is not aware of any material breach of any environmental legislation or regulations applicable to its operations as at the date of this presentation. Additionally, environmental laws and regulations are increasingly evolving to require stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Changes in environmental legislation could increase the cost of Regis's exploration, development and mining activities or delay or preclude those activities altogether. Regis believes it is currently in compliance with all applicable environmental laws and regulations.

Financing considerations

Regis's continued ability to operate its business and effectively implement its business plan over time will depend in part on its ability to raise additional funds for future operations and to repay or refinance debts as they fall due. Regis may require additional financial resources to continue funding its projects. It is diƯicult to predict the level of funding that may be required with any accuracy at this time. No assurance can be given that any such additional financing will be available or that, if available, it will be available on terms acceptable to Regis or its Shareholders. If additional funds are raised through the issue of equity securities, the capital raising may be dilutive to Shareholders and such securities may, subject to requisite Shareholder approval, have rights, preferences or privileges senior to those of the holders of Regis’s Shares then on issue. Debt finance, if available on terms acceptable to Regis, may involve restrictions on financing and operating activities. If suƯicient funds are not available from either debt or equity markets to satisfy Regis’s short, medium or long-term capital requirements, when required, Regis may be required to limit the scope of its anticipated operations, which could adversely impact on its business, financial condition and value of its Shares.

Litigation and disputes

Regis, like many companies in the mining industry, is subject to legal claims in the ordinary course of its corporate and operational activities, with and without merit. Defence and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation and dispute resolution process, there can be no assurance that the resolution of any particular legal proceeding or dispute will not have an adverse effect on Regis’s future cash flow, results of operations or financial condition. As at the date of this presentation, Regis is not aware of any material disputes or litigation with respect to its activities.

Occupational Health and Safety

Workplace accidents may occur for various reasons, including as a result of non-compliance with safety rules and regulations. Regis may be liable for personnel injuries or fatalities that occur to Regis’s employees or other persons under applicable occupational health and safety laws. If Regis is liable under such laws, in whole or part, Regis may be liable for significant penalties. Regis may also be liable for compensation which may materially and adversely affect Regis’s financial position and profitability.

Dependence on Key Management Personnel and Executives

Regis is dependent upon a number of key management personnel, including to manage the day-to-day requirements of its business. Such personnel provide expertise and experience in the implementation of strategy, and are important to Regis’ ability to carry out its business and to attract and maintain key relationships. The loss of the services of one or more of such key management personnel, or the inability to recruit relevant staƯ as needed, could cause disruption to Regis’ business, cash flow, financial condition and results of operations. Regis’s ability to manage its activities, and hence its success, will depend in large part on the eƯorts of these individuals.

Labour shortages and industrial disputes

There is a risk that Regis may need to pay a higher than expected costs to acquire or retain the necessary labour for operations and development projects. This could result in a material and adverse increase in costs and/or development projects being delayed or becoming uneconomic and not proceeding as planned. Regis will also be exposed to the risk that industrial disputes may arise (for example, in relation to claims for higher wages or better conditions) which might disrupt some of its operations and lead to increases in project costs and delays including to scheduled start-up dates of projects under construction.

Information systems risks

Regis relies on computer, information and communications technology and related systems in order to properly operate the administrative and compliance aspects of its business. From time to time Regis experiences occasional system interruptions and delays. The Company has processes in place to respond to system interruptions and delays. However, in the event it is unable to regularly deploy software and hardware, effective upgrade its systems and network and take other steps to maintain or improve the efficacy and efficiency of its systems, the operation of such systems could be interrupted or result in the loss or corruption of data. In addition, Regis’ computer systems are subject to the risks of unauthorised access, computer hackers, computer viruses, malicious code, organised cyber-attacks and other security problems and system disruptions. Regis relies on accepted security measures and technology

to maintain the security of its computer systems, however they may still be vulnerable to attack. A user who circumvents Regis’ security measures could misappropriate confidential or proprietary information or cause interruptions or malfunctions in operations which may require Regis to expend significant resources to alleviate these issues. Any of these events could damage Regis’ reputation and generally have an adverse effect on its operating and financial performance.

Hedging risk

Regis sells gold by way of a combination of prevailing spot price as well as spot deferred derivative instruments. Regis’ spot deferred arrangements are documented under market standard ISDA confirmations, the subject of an ISDA Master Agreement. These arrangements contain certain events of default and termination events. A failure by Regis to comply with the terms and conditions of the ISDA Master Agreement could, depending on the nature of its noncompliance, lead to an event of default or termination event which would allow the counterparty to terminate existing spot deferred arrangements. Regis’ exposure in respect of the spot deferred derivative instruments is currently out of the money and the termination of these arrangements could result in Regis needing to make a material payment.

ACQUISITION RISKS

Pre-emption and other completion risks

The agreement to acquire IGO Limited’s (IGO) 30% interest in the Tropicana JV (Acquisition Agreement) is subject to a pre-emption process set out in the joint venture agreement (JVA) between IGO and AngloGold Ashanti Pty Ltd (AGA). Pursuant to the JVA, AGA has the right to pre-empt the Acquisition. If AGA exercises its right to acquire IGO’s 30% interest in the Tropicana JV then the Acquisition will not proceed. In addition to the pre-emptive right by AngloGold under the JVA, the Acquisition Agreement is also conditional on approval from the WA Minister for Mines and Petroleum. If these conditions are not satisfied or waived by its due date for satisfaction, the Acquisition Agreement will be terminated and the Transaction will not proceed. Failure to complete the Transaction could have a material adverse affect on Regis and its share price. Further, if the Acquisition does not proceed, Regis will need to consider alternative uses for the funds, including the return of a significant portion of the proceeds to shareholders, balance sheet management, working capital or alternative investment opportunities. If Regis elects to use the proceeds of the Equity Raise for an alternative purpose, the return on investment may ultimately be less than if the proceeds had been used for the Acquisition. Also, certain transaction costs in relation to the Acquisition, such as legal and advisory fees, will still be payable by Regis.

Due diligence risks and reliance on information provided

Regis undertook due diligence investigations in respect of the Acquisition. While Regis considers that this review was adequate in the circumstances, the information reviewed was largely provided by IGO (or on IGO’s behalf). Consequently, Regis has not been able to verify the accuracy, reliability or completeness of all of the information which was provided to it against independent data. There is no assurance that the due diligence conducted was conclusive and that all material issues and risks in respect of the Acquisition have been identified or appropriately dealt with, therefore there is a risk that unforeseen issues and risks may arise which may also have a material adverse impact on Regis. While certain contractual representations and warranties are included in the Acquisition Agreement, contractual

remedies may be limited or not ultimately available. In addition, Regis has prepared (and made assumptions in the preparation of) the financial and other information relating to the Acquisition included in this presentation in reliance on information provided by IGO. If any of the information relied on by Regis proves to be incomplete, incorrect, inaccurate or misleading, there is a risk that the actual financial position and performance of Regis may be materially different to the financial position and performance reflected in this presentation.

Funding risk – equity

Regis intends to partially fund the Acquisition by an underwritten(1) pro rata accelerated non-renounceable entitlement offer and institutional placement of new shares in Regis (Offers). The Underwriting Agreement (summarised in Regis's ASX announcement entitled Binding Agreement to Acquire 30% interest in Tropicana Gold Project and A$650 Million Capital Raising released on Tuesday, 13 April 2021 (Launch Announcement) is subject to conditions precedent and termination events. Regis's obligation to complete the Acquisition is not conditional on funding, so if the Underwriting Agreement is terminated, Regis would not be entitled to terminate the agreement in respect of the Acquisition and, depending on the amount raised under the Equity Raise, could need to seek alternative funding in a very short timeframe, the availability and terms of which are uncertain and may be less favourable to Regis. If alternative funding was not available, Regis would not be able to complete the Acquisition. The underwriting obligations of the Underwriter are conditional (amongst other things) upon: (i) the conditions precedent to the Acquisition Agreement and the commitment letter and mandate letter and, subject to being entered into, the formal debt facility agreement in respect of the Facilities (discussed under the heading Funding risk - debt below) (Debt Funding Documents), not having failed or become incapable of satisfaction (other than a condition precedent which in the Underwriter's opinion, acting reasonably, is able to be waived by Regis without a material and adverse effect on Regis, the Offers or the Acquisition) and (ii) the Acquisition Agreement and the Debt Funding Documents not having been terminated, materially breached, fully rescinded or materially amended (without the consent of the Underwriters). The Underwriters may terminate the Underwriting Agreement and be released from its obligations under it on the occurrence of certain customary events including material adverse change events. For further information in relation to events entitling the Underwriters to terminate, please refer to the Launch Announcement. 1. Refer to note 1 on slide 2 of this presentation in relation to the potential termination of the underwriting agreement if AngloGold exercises its pre-emptive rights, and note 2 on slide 2 of this presentation

Funding risk – debt

Regis has entered into a commitment letter and term sheet with Bank of America, pursuant to which Bank of America has agreed to provide an A$300 million secured facility (Term Facility). The Term Facility will be used by Regis to finance part of the consideration payable for the Acquisition, subject to entering into a formal debt facility agreement which will document the agreed terms and conditions set out in the term sheet agreed between Regis and Bank of America. Regis's obligation to complete the Acquisition is not conditional on funding so if the debt financing does not proceed, Regis would not be entitled to terminate the agreement in respect of the Acquisition and would need to seek alternative funding in a very short timeframe, the availability and terms of which are uncertain and may be less favourable to Regis. If alternative funding was not available, Regis would not be able to complete the Acquisition. Given this risk, the conditions upon which Regis may be prevented from drawing funding under the Term Facility are limited to a few major matters (including execution of formal documents to reflect the agreed term sheet). Failure to comply with these conditions will result in Regis being unable to draw the Term Facility and this would have an adverse impact on Regis’s sources of funding for the Acquisition. Once the Acquisition is complete and the Term Facility is drawn down, if certain events occur under the debt facility agreement (e.g. breach of undertakings, representations, the occurrence of insolvency, etc.), depending on the nature of the event an agreed grace period will apply and at the end of that period if non-compliance in relation to the event continues, an ‘Event of Default’ under the debt facility agreement would occur and all amounts drawn may be required to repaid. Following draw down of the Term Facility to fund the Acquisition, there will be an increase in Regis’s debt levels. The use of debt financing to partially fund the Acquisition means that Regis will be exposed to risks associated with gearing. In addition, Regis will be exposed to movements in interest rates. Regis’s risk of refinance will be greater as it may be more difficult for Regis to refinance all or some of its debt facilities due to the quantum of the facilities. An inability to refinance the quantum of debt outstanding will adversely affect the financial performance of Regis and the security over the group’s assets will become enforceable by Bank of America.

Tropicana JV

Upon completion of the Acquisition, Tropicana will be 30:70 joint venture between Regis and AGA (respectively). AngloGold Ashanti is the manager of the Tropicana JV and is responsible for the day-to-day management of the Tropicana JV in accordance with the approved mine plan and budget. The Tropicana Joint Venture Agreement provides that certain decisions require the approval of both participants in the joint venture, however Regis will not have oversight of or be able to make decisions in respect of the day-to-day operation of the Tropicana JV. Accordingly, Regis will not have the ability to control decisions regarding material and strategic matters relating to Tropicana’s operations, and therefore future production from Tropicana’s mines. The inability of Regis to control decisions may result in Regis failing to realise some of the anticipated benefits of the Acquisition, or could result on those benefits being realised later than expected. In addition, there is a risk that decisions in respect of the management of Tropicana could be deadlocked if Regis and AngloGold Ashanti are unable to reach agreement, which could have a material adverse effect on the operations of Tropicana and in turn, Regis’ ability to realise the full value of the Acquisition, as well as the operational or financial performance of Regis. The use of joint ventures is common in the mining exploration and production industry and serves as a means to mitigate the risks and associated costs of exploration, production and operation. However, failure of agreement or alignment between Regis and its joint venture partner (which, upon completion of the Acquisition will be AngloGold Ashanti), or failure of the joint venture manager or its delegate to perform its obligations in relation to Tropicana could have an adverse impact on Regis’ business, and its operational or financial performance. The failure of joint venture partners to meet their funding commitments (primarily by way of cash calls) and/or to share costs and liabilities may result in increased costs to Regis. Regis is unable to predict the risk of financial failure or default by a joint venture partner (present or future).

Analysis of Acquisition opportunity

Regis has undertaken financial, tax, legal, commercial and technical analysis on the Tropicana JV in order to determine its attractiveness to Regis and whether to proceed with the Acquisition. It is possible that despite such analysis and the best estimate assumptions made by Regis, the conclusions drawn are inaccurate or are not realised. To the extent that the actual results achieved by the Acquisition of the 30% interest in the assets of Tropicana are different to those

indicated by Regis's analysis, there is a risk that the performance of Regis following the Acquisition may be different (including in a materially adverse way) from what is reflected in this Presentation. In addition, there is a risk that Regis may be unable to realise the strategies, operational objectives and benefits set out in this presentation (in whole or in part) or that they will not materialise, or will not materialise to the extent that Regis anticipates. Any failure to meet these strategies, operational objectives and benefits could have an adverse effect on Regis’ operational or financial performance, and the return on its investment in Tropicana under the Acquisition.

Future earnings risk

Regis has undertaken financial and commercial analysis of the Tropicana JV in order to determine its attractiveness to Regis and whether to acquire the assets of 30% of Tropicana. To the extent that the Tropicana JV does not perform as anticipated there is a risk that the profitability and future earnings of the Tropicana JV may differ (including in a materially adverse way) from the assessment mentioned in the Presentation.

Acquisition accounting

Following completion of the Acquisition of the 30% interest in the Tropicana JV, Regis will complete a formal fair value assessment of the assets that represent its 30% interest in Tropicana. The assessment is required to be undertaken within 12 months period after completion of the Acquisition. The outcome of this assessment could give rise to potentially materially different values.

Impact of transaction on existing Tropicana arrangements

Some of Tropicana’s services contracts or other commercial arrangements may contain restriction on assignment clauses or similar/other provisions that may be triggered by the Acquisition. If the relevant counterparties do not provide the necessary consents or require Regis enter into a separate deed of assignment and assumption, or if they are able to terminate for convenience, this may have an adverse impact on Tropicana’s operating performance and in turn, Regis’ operational or financial performance. For example, if the termination of the applicable arrangements, the suspension of services or supplies under them, or contractual damages or other payments being required of Tropicana. Similarly, there can be no assurance that there will be no unintended loss of Tropicana operation personnel, including key personnel, leading up to and following the Acquisition of the 30% interest in Tropicana. If key Tropicana JV operation personnel or a significant number of other personnel leave, this could have a material adverse effect on the integration and performance of the Tropicana JV following completion of the Acquisition.

Risk of default / counterparty risks

In the event of default by IGO as seller under the Acquisition Agreement, Regis may have certain remedies, such as a right to recover damages for breach. However, the obligations of IGO under the Acquisition Agreement are unsecured obligations, which means that, in the unlikely event that IGO were to become insolvent, then Regis' rights to enforce those obligations would be those of an unsecured creditor. In addition, if the Acquisition completes, Regis may become directly or indirectly liable for liabilities that have been incurred by IGO (or the Tropicana operations), and in respect of which the warranties and indemnities in favour of Regis under the Acquisition Agreement are not ultimately adequate (in terms of compensating Regis for the financial or other impacts of such liabilities). Such liabilities may have an adverse effect on Regis’ operational or financial performance.

GENERAL RISKS

Risks associated with an investment in shares Regis shares are subject to general market risks applicable to all securities listed on a stock exchange. This may result in fluctuations in the Regis share price that are not explained by the performance of Regis. The price at which Regis shares are quoted on the ASX may increase or decrease due to a number of factors, some of which may not relate directly or indirectly to Regis's performance or prospects. There is no assurance that the price of the Regis shares will increase in the future, even if Regis's earnings increase. Some of the factors which may affect the price of the Regis shares include:

(A) fluctuations in the domestic and international markets for listed stocks;

(B) general economic conditions, including interest rates, inflation rates, exchange rates, commodity and oil prices or changes to government;

(C) fiscal, monetary or regulatory policies, legislation or regulation;

(D) inclusion in or removal from market indices; (E) general operational and business risks;

(F) variations in sector performance, which can lead to investors exiting one sector to prefer another; and

(G) initiatives by other sector participants which may lead to investors switching from one stock to another.

Deterioration of general economic conditions may also affect Regis's business operations, and the consequent returns from an investment in Regis shares. In the future, the sale of large parcels of Regis shares may cause a decline in the price at which Regis shares trade on ASX. No assurance can be given that New Shares will trade at or above the oƯer price under the Entitlements OƯer. No guarantee is provided as to the market performance of New Shares.

Liquidity and Realisation Risk

There can be no guarantee that an active market in the New Shares will develop or continue, or that the market price of the New Shares will increase. If a market does not develop or is not sustained, it may be difficult for investors to sell their New Shares, as there may be relative few, if any, potential buyers or sellers of the New Shares on ASX at any time. Volatility in the market price for New Shares may result in Shareholders receiving a price for their New Shares that is less or more than the Offer Price.

Risk of dilution

Shareholders’ interest in Regis will be diluted as result of the Placement. Shareholders who do not participate in the Entitlement Offer, or do not take up all of their entitlement under the Entitlement Offer will have their percentage security holding in Regis further diluted in addition to the dilution caused by the Placement. Shareholders may have their investment diluted by future capital raisings by Regis. Regis may issue new securities to finance future acquisitions or pay down debt which may, under certain circumstances, dilute the value of an investor's interest.

Tax laws and application

Existing tax law and future changes in taxation laws, including changes in interpretation or application of the law by the courts or taxation authorities in Australia and any other jurisdiction in which Regis may operate in the future, may affect the taxation treatment of an investment in Regis shares, or the holding or disposal of Regis shares. Further changes in tax laws in Australia or in any jurisdictions in which Regis may operate in the future, may impact the future tax liabilities of Regis.

Changes in accounting or financial reporting standards

Changes in accounting or financial reporting standards may adversely impact the reported financial performance of Regis.