REGIS RESOURCES LIMITED — AGM Information 2005

Oct 26, 2005

REGIS RESOURCES N.L. A R 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 401Collins Street, Melbourne, Victoria 3004, Australia, on Friday 25 November 2005, commencing at 9:30 a.m. for the following purposes:

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

BUSINESS

ORDINARY BUSINESS

$\mathbf{1}$ . 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 2005 be considered."

$\overline{2}$ Election of Director

To elect Dr GM Folie as a Director

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

SPECIAL BUSINESS

SPECIAL RESOLUTION

To consider and, if thought fit, to pass with or without amendment the following resolution as a special resolution:

$\overline{3}$ . Approval of Regis Resources NL 2005 Employee Share Option Plan

"For the purpose of ASX Listing Rule 7.2 Exception 9 (b), to approve the issue of options over fully paid ordinary shares of the Company under the Regis Resources NL 2005 Emplovee Share Option Plan.

ORDINARY RESOLUTION

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

$\overline{\mathbf{4}}$ . Approval of Issue of Options to Dr GM Folie

Subject to resolutions 2 and 3 being approved, to approve the issue of up to 900,000 options to Dr G M Folie under the Regis Resources N.L. 2005 Employee Share Option Plan on the terms and conditions set out in the Explanatory Statement to the Notice of Annual General Meetina.

$5.$ Approval of Issue of Options to Mr DA Walker

Subject to resolution 3 being approved, to approve the issue of 5,200,000 options to Mr DA Walker under the Regis Resources N.L. 2005 Emplovee Share Option Plan on the terms and conditions set out in the Explanatory Statement to the Notice of Annual General Meeting.

6. Approval of Issue of Options to Mr G Lamont

Subject to resolution 3 being approved, to approve the issue of up to 450,000 options to Mr G Lamont under the Regis Resources N.L. 2005 Employee Share Option Plan on the terms and conditions set out in the Explanatory Statement to the Notice of Annual General Meeting.

$\overline{7}$ . Approval of Issue of Options to Mr M H Rose

Subject to resolution 4 being approved, to approve the issue of up to 450,000 options to Mr M H Rose under the Regis Resources N.L. 2005 Employee Share Option Plan on the terms and conditions set out in the Explanatory Statement to the Notice of Annual General Meeting.

8. Remuneration Report

"To adopt the Remuneration Report for the financial year ended 30 June 2005".

Note that the vote on this item is advisory only and does not bind the Directors or the Company.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on resolutions 3 to 7 by the Directors 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 24th day of October 2005.

PETER LEE Company Secretary

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Statement provides shareholders of the Company with information in respect of the resolutions to be considered at the Annual General Meeting of the Company to be held at Morgans at 401 Collins Street, Melbourne 3000 on 25 November 2005 at 09:30 a.m. Shareholders should carefully review this Explanatory Statement and the associated Notice of General Meeting ("Notice") to which this Explanatory Statement is attached.

If you have difficulty in properly understanding this documentation, we urge you to consult vour financial or legal adviser.

RESOLUTION 2 - ELECTION OF DIRECTOR

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 GM Folie retires and being eligible offers himself for re-election.

Dr Folie has had a distinguished career in the resource sector and is currently Deputy Chairman of InterOil Corporation Limited and a Director of the Institute of Public Affairs. He was previously a senior executive with Shell Australia Limited and its subsidiaries from 1979 where he was involved in all aspects of Shell's Australian businesses, including investments in coal, alumina, gold, LNG, oil refineries and chemical plants. From 1990 to 1994 Dr Folie was a director of Shell Australia, and was the Executive Director responsible for Billiton Australia activities (alumina, gold, base metals and exploration) and Shell Coal - the third largest Australian producer. From 1994, he was the founding Managing Director and CEO of ASX listed gold explorer and producer Acacia Resources Limited, which was capitalised at $400 million on listing and acquired in 2000 for over $834 million. Dr Folie was also a director of the Australian Research Council (2001 - 2004) and the Export Finance and Insurance Corporation ("EFIC") (1994 - 1997), an arm of the Australian Federal Government. Dr Folie has degrees from Melbourne University and Imperial College, a PhD in Civil Engineering from Southampton University and an MSc in Economics from the London School of Economics and currently resides in Melbourne, Australia. In the three years prior to the date of this Report, Dr Folie was also a Director of Helix Resources Limited and Concept Gold Limited. Appointed 26 August 2004. Age 65

RESOLUTION 3 - APPROVAL OF REGIS RESOURCES N.L. 2005 EMPLOYEE SHARE OPTION PLAN

Preamble

Under the proposed Regis Resources N.L. 2005 Employee Share Option Plan ("Plan") the Board may offer to Employees of the Company whose contribution to the Company warrant participation in the Plan (collectively "Participants"), the opportunity to subscribe for options over fully paid ordinary shares in the Company. For the purpose of the Plan, employees include full-time, part-time and casual employees. Directors and consultants. Approval is being sought for the purpose of ASX Listing Rule 7.2 Exception 9 (b) so that any issues under the Plan are not counted as a reduction for the purpose of the calculation of the number of securities that can be issued under Listing Rule 7.1 without shareholder approval. This exception is only available provided that within 3 years before the date of the issue, shareholders have approved the issue of securities under the scheme as an exception to Listing Rule 7.1 and a summary of the terms of the scheme, the number of securities issued under the scheme since the date of the last approval and a voting exclusion statement is included in the notice of meeting. The exception will cease to be available if there has been a change to the number or terms of the equity securities to be issued under the scheme, the mechanism for pricing or payment or other material terms of the scheme

The key components of the Plan are as follows:

• The option will have no issue price.
• The exercise price of the option will be an amount as determined by the Board and will be not $\blacksquare$ less than the market price for one share on the date the Board decides to invite a participant to apply for options.
• The Board can determine any exercise conditions (if any) to apply prior to a Participant being $\blacksquare$ able to exercise the options
• If the Exercise Condition is met, the participant is able to exercise the options at any time for a period of 3 years after the Vesting Period
• The number of options that can be on issue under the Plan is 5% of the issued number of shares in the Company at the date of an invitation or grant of an option. For this purpose, the 5% is calculated as the number of shares the subject of options the Board proposes to issue an invitation or proposes to grant; the number of shares which would be issued if all offers or options to acquire unissued shares pursuant to this Plan or any other employee share option plan were accepted or exercised; the number of shares issued pursuant to the Plan in the last 5 years: and the number of shares issued during the last 5 years pursuant to any other emplovee share scheme of the Company.
• If the employment of a Participant is terminated before the end of the Vesting Period, the options held by that Participant will lapse, except where a Participant has ceased to be employed due to death or total and permanent disablement. In such circumstances the Board has the ability to allow the legal personal representative of the participant to exercise the option on the terms set by the Board at the time. In the case of termination after the Vesting Period, if the Exercise Condition has not been met, the option lapses. If the Exercise Condition has been met, the participant has one month to exercise the option otherwise it lapses.
• The Board will also have the discretion to have the options expire if it determines that a Participant has committed any act of fraud, defalcation or gross misconduct in relation to the affairs of the Company or a subsidiary.
• Participants will have their entitlements in respect of options held adjusted to take account of capital reconstructions and bonus issues as if the option has been exercised before the determination of entitlement in respect of these issues. If the Company makes a pro rata rights issue to shareholders, the exercise price of an option will be reduced according to the formula specified in the Stock Exchange Listing Rules.
• In the case of a change of control, options are immediately exercisable notwithstanding Exercise Conditions or the Vesting Period.

The Directors have resolved that for the purpose of the initial grant of the options:

• The exercise price will be the weighted average closing price of shares sold on ASX on the 5 trading days immediately preceding the offer of options to a Participant (but if no shares were sold on ASX during that 5 day period the exercise price of an option is to be determined by the Board to be equal to the closing price of shares sold on ASX on the last trading day on which the shares were traded.
• The options cannot be exercised for a period of 2 years from grant.
• For tranche 1 options to be exercised after this time, the price of the Company's fully paid ordinary shares must have traded at a price on ASX of a 25% increase in share price following the offer to Participants, after adjustment for any rights issues, bonus issues and dividends, from the date when the options were first granted, for a 20 trading day period.

For tranche 2 options to be exercised after this time, the price of the Company's fully paid ordinary shares must have traded at a price on ASX of a 50% increase in share price following the offer to Participants, after adjustment for any rights issues, bonus issues and dividends. from the date when the options were first granted, for a 20 trading day period.

No securities have been issued under this Plan previously.

A copy of the Plan Rules is available from the registered office of the Company upon request.

RESOLUTION 4 TO 7 - APPROVAL OF THE ISSUE OF OPTIONS TO DIRECTORS UNDER EMPLOYEE SHARE OPTION PLAN

ASX Listing Rule 10.14 states that the Company must not permit any Director to acquire options under an employee incentive scheme without the approval of holders of ordinary shareholders of the acquisition. Listing Rule 10.15A sets out the information to be provided to shareholders for the purpose of making a decision on the resolutions. The information is as follows;

• The exercise price of the options will be the weighted average closing price of shares sold on ASX on the 5 trading days immediately preceding the offer of options to a Director (but if no shares were sold on ASX during that 5 day period the exercise price of an option is to be determined by the Board to be equal to the closing price of shares sold on ASX on the last trading day on which the shares were traded.
• No parties have received options under the Plan previously
• The persons who are eligible to participate in the Plan and the maximum number of securities to be issued under the resolution are as follows:

Resolution	Name	Tranche 1	Tranche 2
No.
	Dr GM Folie	450,000 options	450,000 options
	Mr DA Walker	2,600,000 options	2,600,000 options
	Mr G Lamont	225,000 options	225,000 options
	Mr MH Rose	225,000 options	225,000 options

• No loans will be provided to Directors.
• There will be no issue price for the options.
• The options will be issued no later than three years from the date of the meeting.
• Details of any securities issued under the Plan will be published in each annual report of the Company relating to the period in which securities have been issued and that approval for the issue of securities was obtained under listing rule 10.14.
• Any additional persons who become entitled to participate in the Plan after the resolution was approved and who were not named in the notice of meeting will not participate until approval is obtained under listing rule 10.14.

RESOLUTION 8 - ADOPT THE REMUNERATION REPORT FOR THE YEAR ENDED 30 JUNE 2005

CLERP 9 changes to the Corporations Act 2001 now requires the Company to prepare a separate Remuneration Report and allow shareholders to comment on and ask questions about the Remuneration Report at the annual general meeting. The Remuneration Report is included in the Directors' Report in the 2005 Annual Report. During the meeting, there will be an opportunity for shareholders to comment on and ask questions about the Remuneration Report. Shareholders should be aware that in accordance with the Corporation Act 2001, the vote on this item of business is nonbinding on the Directors and the Company.

Other

Resolutions 2 and 4 to 8 are ordinary resolutions and require approval by a simple majority of the votes cast in person, by proxy or by corporate representative at the meeting. Resolution 3 is a special resolution which requires approval of at least 75% of the votes cast in person, by proxy or by corporate representative at the meeting.

The Directors believe that it is imperative that the Company be able to offer incentives to employees (as defined) that play a key role in the development of the Company's activities, in order to attract and retain quality staff.

Accordingly, the Board of Directors recommended all resolutions to shareholders.

By Order of the Board and dated this 24th day of October 2005

PETER LEE Company Secretary