REGIS RESOURCES LIMITED — AGM Information 2004

Nov 9, 2004

REGIS RESOURCES N.L. A.B.N. 28 009 174 761

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Regis Resources N.L. (the "Company") will be held at Morgans at 401 Collins Street, Melbourne, Victoria 3004, Australia, on Tuesday 30 November 2004, commencing at 9:30 a.m. for the following purposes:

BUSINESS

ORDINARY BUSINESS

$\ddot{\phantom{a}}$ To consider the Financial Statements and Reports

"THAT the Financial Statements of the Company and the Reports of the Directors and Auditor for the year ended 30 June 2004 be considered."

$2.$ Election of Director

To elect Dr Geoffrey Michael Folie as a Director

"THAT Dr Geoffrey Michael Folie retires and, being eligible, offers himself for re-election."

$31$ Election of Director

To elect Mr Marcus Harry Rose as a Director

"THAT Mr Marcus Harry Rose retires and, being eligible, offers himself for election".

$\overline{\mathbf{4}}$ . Election of Director

To elect Mr Glenister Lamont as a Director

"THAT Mr Glenister Lamont retires and, being eligible, offers himself for re-election".

SPECIAL BUSINESS

ORDINARY RESOLUTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolutions:

$5.$ Issue of Ordinary Shares to Dr GM Folie

"To approve the issue of 500,000 ordinary shares at an issue price of five cents to Dr Geoffrey Michael Folie or his nominee, as consideration for services rendered prior to his appointment as a Director".

6 Issue of Ordinary Shares to Mr G Lamont

"To approve the issue of 300,000 ordinary shares at an issue price of five cents to Mr Glenister Lamont, or his nominee, as consideration for services rendered prior to his appointment as a Director".

$\overline{7}$ . Appointment of Auditors

"To appoint KPMG, having been nominated to act as auditors of the Company by Dalkeith Resources Pty Ltd, a copy of which is attached to the Explanatory Statement, as auditors of the Company".

8. Approval For Issue of Ordinary Shares

"To approve the placement of up to 50,000,000 ordinary shares at an issue price that is at least 80% of the average market price calculated over the last 5 days on which sales of securities were recorded before the day on which the issue is made and otherwise on the terms and conditions set out in the Explanatory Statement to the Notice of Meeting".

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on the resolutions by any person who may participate in any issue and a person who might obtain a benefit (except a benefit solely in the capacity of a security holder) if the resolutions are passed and any associate of those persons.

The Company need not, however, disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By Order of the Board and dated this 25th day of October 2004.

PETER LEE Company Secretary

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Memorandum forms part of the Notice of Meeting and is provided to supply shareholders with material information to enable the making of an informed decision in relation to Resolutions 2 and 3 set out in the Notice of Meeting.

RESOLUTION 2 TO 4 - ELECTION OF DIRECTORS

Article 16.4 of the Company's Constitution requires each Director appointed during the year by the Board of Directors to retire at the next Annual General Meeting. Accordingly, Dr Folie and Messrs Rose and Lamont retire and being eligible offer themselves for re-election.

RESOLUTION 5 AND 6 - ISSUE OF ORDINARY SHARES

Preamble

The Company proposes to issue 500,000 ordinary shares to Dr Michael Folie and 300,000 ordinary shares to Mr Glenister Lamont at an issue price of $0.05 per share for work undertaken during the completion of the restructuring transactions which took place during 2004, prior to their appointment as Directors of the Company. These services have not been remunerated in any other way.

Resolution

ASX Listing rule 10.11 states that an entity must not issue or agree to issue equity securities to a related party without the prior approval of shareholders. Listing Rule 10.13 sets out the information to be included in the notice of meeting in respect to the proposed issue of securities. The Company advises as follows:

• $(i)$ The name of the person is Dr Geoffrey Michael Folie or his nominee and Mr Glenister Lamont or his nominee, respectively.
• The number of securities is 500,000 and 300,000 ordinary shares respectively. ${ii}$
• The issue price is 5 cents per share. $(iii)$
• The securities will be issued within one month of the date of approval by shareholders. $(iv)$
• $(v)$ A voting exclusion statement is included in the notice of meeting.
• The issue will not generate any funds from the Company. Instead it will extinguish a $(vi)$ liability of the Company to the value of $25,000 and $15,000, respectively.

RESOLUTION 7 - APPOINTMENT OF AUDITORS

Preamble

The Directors believe it is in the best interests of the Company to change auditors. Two audit firms were approached to determine there interest in providing audit services to the Company. Following a detailed selection process the Remuneration Committee recommended to the Board of Directors that KPMG be appointed as auditors of the Company. This recommendation was accepted by the Board of Directors.

Resolution

Section 327(3) of the Corporation Act 2001 requires a company if there is a vacancy in the office of auditor of the Company to appoint a person or persons or a firm or firms to fill the vacancy at the next annual general meeting.

RESOLUTION 8 - AUTHORITY TO ISSUE SHARES AND OPTIONS

Preamble

The Company requires continued funding to meet its exploration expenditure obligations and for working capital.

Resolution

The Company is proposing to issue 50 million ordinary shares. The number of securities to be issued (the aggregate of the ordinary shares and options proposed to be issued) is in excess of the number of securities that can be issued by the Company without shareholder approval. ASX Listing Rule 7.3 sets out the information to be provided to shareholders to allow them to make an informed decision.

Set out below is this information:

• $\mathbf{1}$ The maximum number of securities to be issued is 50 million ordinary shares.
• $\overline{2}$ . The securities will be issued within 3 months of the date of shareholder approval.
• 1. The issue price of the ordinary shares will be at least 80% of the average market price calculated over the last 5 days on which sales of securities were recorded before the day on which the issue is made and there will be no additional consideration for the issue of the options.
• $\overline{4}$ . At the date of this Explanatory Memorandum, the names of the proposed allottee's and quantity to be issued to each allottee are not known however, the Company plans to approach investors to whom a prospectus does not need to be provided under the Corporations Act.
• The ordinary shares will be fully paid and will rank pari passu with existing ordinary shares 5. on issue.
• 1. The funds will be utilised to for exploration and working capital for the Company.
• 1. The securities may be allotted progressively. The Company may not necessarily issue the full complement of securities and may issue a lesser number.
• 1. The securities the subject to this resolution shall be issued at the discretion of the Directors other than to Related Parties (as defined in the ASX Listing Rules).

By Order of the Board and dated this 25th day of October 2004

PETER LEE General Manager Corporate & Company Secretary

DALKEITH RESOURCES PTY LTD 36 Cressy Street Malvern Vic 3144

20 October 2004

The Directors Regis Resources NL Level 8 580 St Kilda Road Melbourne Vic 3004

Dear Sirs

Nomination of Auditor

I hereby nominate KPMG of 161 Collins Street Melbourne as auditor of Regis Resources NL and its subsidiaries.

Yours faithfully

DA Walker Director