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 3000, Australia, on 8 December 2006, commencing at 10.00 a.m. for the following purposes:

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

BUSINESS

ORDINARY BUSINESS

$1₁$ 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 2006 be considered."

$\overline{2}$ . Election of Director

To elect Mr PJ Dowd as a Director

"THAT Mr PJ Dowd retires in accordance with the Company's Constitution and, being eligible. offers himself for re-election."

$\overline{3}$ . Election of Director

To elect Mr MH Rose as a Director

"THAT Mr MH Rose retires in accordance with the Company's Constitution 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:

4. Change of Name of Company

"THAT approval be given to change the name of the Company to Regis Resources Limited."

ORDINARY RESOLUTION

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

5. Approval of Issue of Options to Mr PJ Dowd

"To approve the issue of up to 450,000 options to Mr PJ Dowd under the Regis Resources N.L. 2005 Share Option Plan on the terms and conditions set out in the Explanatory Statement to the Notice of Annual General Meeting".

6. To Ratify the Issue of Ordinary Shares

"To ratify the issue of 96,731,879 ordinary shares at an issue price of 10 cents per share and otherwise on the terms and conditions set out in the Explanatory Statement to the Notice of General Meeting".

$\overline{7}$ . To Approve the Issue of Ordinary Shares to Newmont Capital Pty Ltd

"That the issue of up to 207.185.527 fully paid ordinary shares in the capital of the Company to Newmont Capital Pty Ltd as part consideration for the purchase by the Company of a 26% interest in Newmont Duketon Pty Ltd, as set out in the Explanatory Statement to this Notice of Meeting, be approved for all purposes including under the Corporations Act 2001 and ASX Listing Rules".

8. To Approve the Issue of Ordinary Shares to Newmont Capital Pty Ltd

"That the issue of up to 187,908,211 fully paid ordinary shares in the capital of the Company to Newmont Capital Pty Ltd as part consideration for the purchase by the Company of a 25% interest in Newmont Duketon Pty Ltd, as set out in the Explanatory Statement to this Notice of Meeting, be approved for all purposes including under the Corporations Act 2001 and ASX Listing Rules"

$9.$ To Approve the Issue of up to 500 Million Ordinary Shares

To approve the placement of up to 500,000,000 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.

$10.$ Remuneration Report

"To adopt the Remuneration Report for the financial year ended 30 June 2006."

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

VOTING EXCLUSION STATEMENT

In respect to resolution 5, the Company will disregard any votes cast on the resolution by all Directors eligible to participate in the Regis Resources N.L. 2005 Share Option Plan and any associate of the Directors.

In respect to resolution 6, the Company will disregard any votes cast on the resolution by any person who participated in the issue and any associate of a person who participated in the issue.

In respect to resolution 7 and 8, the Company will disregard any votes cast on the resolution by Newmont Capital Pty Ltd and any associate of Newmont Capital.

In respect to resolution 9, the Company will disregard any votes cast on the resolution by any person who may participate in the issue, a person who may obtain a benefit and any associate of a person who may participate in the issue or who might obtain a benefit.

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 30th day of October 2006.

PETER LEE Company Secretary

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

1. A Member entitled to attend and vote at the aforementioned meeting is entitled to appoint not more than two other persons as his/her proxy or proxies to attend and vote, in certain circumstances. instead of the member at the meeting.
1. If a Member appoints one proxy, that proxy may vote on a show of hands.
1. If a Member appoints two proxies neither may vote on a show of hands. However, if you appoint two proxies to represent you at the Meeting, you must show in the space provided either the percentage of your Shareholding or the number of votes (you are entitled to one vote for each Share you own upon a poll being declared) those proxies are to represent. If you do not complete this section then each proxy may, on a poll, yote half of your Shareholding. A separate proxy form must be submitted for each proxy you appoint.
1. A proxy need not be a member of the Company.
1. If you appoint a proxy to represent you and vote on your behalf at the Meeting and that person is also a member or has already been appointed as a proxy for another member, your vote may not be counted on a show of hands. This is because, on a show of hands, your proxy's vote is only counted once irrespective of the number of Members that that person represents. However, if a poll is taken and your proxy votes, your vote will be counted in full in reaching a decision.
1. The Proxy Form together with the Power of Attorney (if any) or a certified copy of the Power of Attorney (if any) under which it is signed must be lodged at either Level 12, 680 George Street. Sydney, NSW 2000, Locked Bag A14, Sydney South, NSW 1235, the Registered Office of the Company or by being sent by fax to $+61292870309$ , not less than forty-eight (48) hours before the time of the commencement of the meeting.
1. Signing Proxies
Joint Holding All holders must sign. $(i)$
$(ii)$ Shares in Company Names - Companies must execute this form in the way provided by Law.
$(iii)$ Individual - Must be signed by the member or their attorney.
1. For the purpose of the Meeting, Shares will be taken to be held by the persons who are registered holders at 7.00 p.m., on 6 December 2006. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

COMPANY REPRESENTATIVE

If Shares are held in a company name and it is intended that a representative of the company attend the Meeting rather than lodge a proxy prior to the Meeting, the person attending the Meeting must present authority from the company director/s signed in the way provided by Law.

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 8 December 2006 at 10.00 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 MR PJ DOWD AS A 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. Mr PJ Dowd was appointed a Director on 31 July 2006 and accordingly, retires and being eligible offers himself for re-election.

Paul J Dowd was recently the Vice President of Newmont Australian & New Zealand Operations and Managing Director of Newmont Australia Limited: he has extensive experience in the mining industry that spans over four decades and includes executive director responsibilities over several vears.

Paul began his employment with Newmont soon after its acquisition of Normandy and Franco Nevada in the role of Vice President Operational Development, Health and Safety, based at Newmont's head office in Denver. With Normandy, Paul fulfilled the position of Group Executive - Operations for Normandy and was responsible for the Group's global managed mining interests, including operations in Australia, Africa, Europe and Asia.

He served as the head of the Victorian Mines and Petroleum departments in the Kennett Government.

He was formerly a Director of the Minerals Council of Australia and the Australian Gold Council. He is a non-executive director of several listed Australian companies, a board member of the Minerals Industry Safety and Health Centre, a board member of the Sustainable Minerals Institute, University of Queensland. Paul is a member of CSIRO's Mineral Resources Sector Advisory Council; Chairman Minerals Industry Dialogue forum, on behalf of the MCA, comprising the Presidents/Chairs of Australian State and Territory Chambers and Councils and Chairman of the Advisory Board -University of Nevada, Reno for a course in Risk Management that he helped develop.

RESOLUTION 3 - ELECTION OF MR MH ROSE AS A DIRECTOR

Article 17.1 of the Company's Constitution requires that at each Annual General Meeting of the Company, one third of the eligible Directors in office, other than the Managing Director, must retire. This year Mr MH Rose retires and being eligible offers himself for re-election.

Mr Rose is an Executive Director and major shareholder in the Concept Financial Services Group, a financial services group that provides corporate services and is involved in equity investment activities. He has specialist skills in technical and security analysis and has over 25 years of experience in the equity, capital and property markets and as a professional director. Mr Rose has advised and acted on behalf of a number of major Australian and international companies and has been responsible for a substantial number of mergers, acquisitions and capital raisings. The Concept Financial Services Group has also successfully made a number of direct investments and is the holder of a substantial investment portfolio. Prior to his involvement with the Concept Financial Services Group, Mr Rose was a director of Henty Corporation Limited, a public company providing debt and equity funding to small and medium sized companies. Mr Rose is presently on the boards of Concept Investment Management Limited, Carlton Football Club Limited and The Carlton Cricket and Football Social Club Limited and is also a director of a number of private companies. Mr Rose is a Fellow of the Financial Institute of Australia, an Associate of the Real Estate Institute of Australia, and a Fellow of the Australian Institute of Company Directors. In the prior three years, Mr Rose was a Director of Australian Energy Limited, Arafura Resources NL and Concept Gold Limited,

RESOLUTION 4 - CHANGE OF NAME OF COMPANY TO REGIS RESOURCES LIMITED

At the time the Company was incorporated, it was common for companies in the exploration industry to be incorporated as no liability companies. The key reasons for this was that shares could be issued at less than par value and shareholders had no liability to pay calls on partly paid shares. In recent years, in Australia, par value has been abolished and shares for all companies can be issued at a price determined by the Directors' of a company. Accordingly, the use of the designation "no liability" is no longer necessary to distinguish between companies previously with a limited liability versus a no liability status.

In addition, no liability is not a concept recognised in the international business community. More recently, the Company has raised substantial funds for its exploration program and working capital in the international equity markets and the no liability designation is confusing to international equity market participants.

The Board of Directors recommends that the Company changes its name from Regis Resources N.L. to Regis Resources Limited for the reasons noted above.

RESOLUTION 5 - APPROVAL OF THE ISSUE OF OPTIONS TO MR P DOWD 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).
Mr Dowd has not received options under the Plan previously
Mr Dowd is eligible to participate in the Plan and the maximum number of securities to be issued under the resolution is as follows:

Resolution Name No		Tranche 1	Tranche 2
	Mr P Dowd	225,000 options	225,000 options

No loans will be provided to Mr Dowd.
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 6-TO RATIFY THE ISSUE OF ORDINARY SHARES

On 16 January 2006, the Company announced that it had placed 48,864,200 ordinary shares at a price of 10 cents per share raising \$4.886.420 and on 27 September 2006, the Company announced that it had placed a further 47,867,649 ordinary shares at a price of 10 cents per share raising \$4,786,764.

ASX Listing Rule 7.1 provides that a company must not, without shareholder approval (but subject to certain exceptions), issue during any 12 month period any equity securities or other securities with rights of conversion to equity (such as an option) if the number of those securities exceeds 15% of the number of fully paid securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 provides that an issue of securities without approval under Listing Rule 7.1 is treated as having been made with Listing Rule 7.1 approval if the issue did not breach Listing Rule 7.1 and the shareholders subsequently approve it.

In respect to resolution 3 and for the purposes of Listing Rule 7.5 the Company also advises:

1. The number of securities allotted was 96.731.879 ordinary shares.
1. The issue price of the shares was 10 cents each.
1. The ordinary shares are fully paid and rank pari passu with existing ordinary shares on issue.
1. The allottees were determined by advisors acting on behalf of the Company and to whom the offer was an excluded offer for the purposes of the Corporations Act 2001.
1. The funds raised of \$9.673.184 will be used to fund exploration activities and for working capital purposes for the Company.
1. The securities the subject to resolution 6 were issued at the discretion of the Directors other than to Related Parties (as defined in the ASX Listing Rules).

RESOLUTION 7 AND 8-TO APPROVE THE ISSUE OF ORDINARY SHARES TO NEWMONT

Preamble

On 10 March 2005, the Directors announced that they had entered into a Memorandum of Understanding ("MOU") with Newmont Australia Ltd ("Newmont") to increase the Company's interests in the Rosemont Duketon and Duketon Region joint ventures (the "Duketon Joint Ventures") located north of Laverton in the Eastern Goldfields of Western Australia from a direct 20% interest to a direct and indirect interest of 59.2%.

Under the MOU, Newmont and Regis agreed that Regis would acquire 49% of the shares in Newmont's subsidiary and the Company's joint venture partner. Newmont Duketon Pty Ltd ("Newmont Duketon"), which gave Regis a further 39% indirect interest in the Duketon Joint Ventures. When included with Regis' existing direct 20% interest, this increased Regis' total interest in the Duketon Joint Ventures to an effective interest of approximately 59%.

Consideration for the transaction was the issue of 256.532.027 fully paid ordinary shares in Regis to Newmont Capital Ptv Ltd ("Newmont Capital"). Newmont Capital will become Regis' major shareholder with approximately 37.95% of the undiluted issued capital of Regis.

The agreement formalising the arrangements contemplated by the MOU ("Formal Agreement") was signed on 14 December 2005 and shareholder approval to the issue of the 256,532,027 fully paid ordinary shares in Regis to Newmont Capital was obtained 31 January 2006.

A key component of the Formal Agreement was that Regis became manager of the Duketon Joint Ventures (other than the Deleta joint venture) and was required to sole fund and conduct all exploration on the joint venture tenements at a minimum rate of \$10 million by 31 May 2007. All exploration expenditures since 1 January 2005 by both Newmont Duketon and Regis counted towards the \$10 million threshold. Regis notified Newmont that it had met the sole funding obligation of \$10 million in September 2006.

Under the Formal Agreement, if Regis met the obligation to spend \$10 million on exploration by 31 May 2007, it had a call option over a further 26% interest in Newmont Duketon. Regis notified Newmont that it had met the sole funding obligation of \$10 million in September 2006 and has subsequently exercised the call option.

Newmont NGL which holds the other 25% interest in Newmont Duketon (following the exercise of the call option), advised the Company in writing on 18 October 2006 that it had exercised the put option to put the remaining 25% of Newmont Duketon to the Company.

As a result, following settlement, the Company will hold a 100% interest in Newmont Duketon and a 100% interest in the Duketon Joint Ventures.

Consideration for the 26% interest in Newmont Duketon acquired by Regis as a result of exercise of the call option is calculated by reference to a formula in the Formal Agreement. Under that formula, the consideration for the call option is \$24.9 million. The consideration can be paid by (i) the parties acreeing that part of the consideration may be the assumption of a further sole funding liability for exploration expenditure by the Company, (ii)) the issue of Regis shares (subject to shareholder approval) or (iii) failing shareholder approval, an equivalent cash payment. The parties have agreed that the consideration will not be paid by a further sole finding period.

Consideration for the final 25% interest in Newmont Duketon acquired by Regis as a result of exercise of the put option is also calculated by reference to a formula in the Formal Agreement. Under that formula, the consideration for the call option is \$22.1 million. The consideration can be paid by (i) the parties agreeing that part of the consideration may be the assumption of a further sole funding liability for exploration expenditure by the Company, (ii)) the issue of Regis shares (subject to shareholder approval) or (iii) failing shareholder approval, an equivalent cash payment. The parties have agreed that the consideration will not be paid by a further sole finding period.

Newmont has stated that it does not intend to seek a position on Regis' board.

Purpose of the Meeting

The purpose of the meeting is to seek shareholder approval to (i) the issue of up to 207,185,527 ordinary shares in the capital of the Company to Newmont as consideration for the 26% interest in Newmont Duketon acquired by Regis as a result of exercise of the call option (Resolution 7) and (ii) the issue of up to 187,908.211 ordinary shares in the capital of the Company to Newmont as consideration for the 25% interest in Newmont Duketon acquired by Regis as a result of exercise of the put option. Shareholders should note that each resolution is stand alone - neither resolution is interdependent on the other resolution being passed.

Requirements of the Corporations Act 2001.

The Corporations Act 2001 prohibits acquisitions of relevant interests in issued voting shares of certain corporations and in certain circumstances including, among other things, where because of the transaction, that person's or someone else's voting power increases:

from 20% or below to more than 20%; or
from a starting point that is above 20% and below 90%.

Section 611, item 7, provides an exception to the prohibition for an acquisition of relevant interests in a company's shares where the acquisition is approved previously by a resolution passed at a general meeting of the company if:

no votes are cast in favour of the acquisition by the person proposing to make the acquisition and their associates or from the persons (if any) from whom the acquisition is to be made and their associates: and
$\bullet$ the members of the company were given all information material to the decision on how to vote.

For the purpose of disclosure in the Notice of General Meeting, Newmont provides the following information, which so far as voting power is concerned is based on Newmont's understanding of Regis' capital structure:-

Call Option

If only the resolution in respect to the call option is passed, the following information is provided:

The identity of the party proposing to make the acquisition is Newmont Capital and its associates are Newmont Mining Corporation Inc and its related bodies corporate:
The maximum extent of the increase in Newmont Capital's voting power if the resolution is $\bullet$ passed would change from its present holding of 35.42% to 49.53% of the post issued capital of the Company, or on a fully diluted basis, from 28.69% to 41.85%;
The voting power of Newmont Capital if the resolution is passed (and the shares, the subject $\bullet$ of the resolution are issued) will be 469,919,554 shares or 49.53% (on an undiluted basis);
The voting power of Newmont Capital's associates both prior to and after the transaction will be the same as Newmont Capital's voting power; and
Newmont Mining Finance Pty Limited holds a mortgage over 43,266,870 shares in the capital of Regis to which Edensor Nominees Pty Ltd is entitled and is registered as the holder of those shares as mortgagee. Newmont Mining Finance Pty Ltd also holds a fixed and floating charge over the remaining assets of Edensor Nominees Pty Ltd (which extends to the remainder of the shares in Regis held by Edensor Nominees Pty Ltd). By reason of Section 609(1) of the Corporations Act 2001 (Cth) Newmont Mining Finance Pty Ltd does not have a relevant interest or voting power in respect of shares in Regis which are the subject matter of this mortgage or fixed and floating charge.

Put Option

If only the resolution in respect to the put option is passed, the following information is provided:

The identity of the party proposing to make the acquisition is Newmont Capital and its associates are Newmont Mining Corporation Inc and its related bodies corporate;
The maximum extent of the increase in Newmont Capital's voting power if the resolution is passed would change from its present holding of 35.42% to 48.48% of the post issued capital of the Company, or on a fully diluted basis, from 28.69% to 40.83%;
The voting power of Newmont Capital if the resolution is passed (and the shares, the subject of the resolution are issued) will be 450,642,283 shares or 48.48% (on an undiluted basis);
The voting power of Newmont Capital's associates both prior to and after the transaction will be the same as Newmont Capital's voting power: and
Newmont Mining Finance Pty Limited holds a mortgage over 43.266.870 shares in the capital of Regis to which Edensor Nominees Pty Ltd is entitled and is registered as the holder of those shares as mortgagee. Newmont Mining Finance Pty Ltd also holds a fixed and floating charge over the remaining assets of Edensor Nominees Pty Ltd (which extends to the remainder of the shares in Regis held by Edensor Nominees Pty Ltd). By reason of Section 609(1) of the Corporations Act 2001 (Cth) Newmont Mining Finance Pty Ltd does not have a relevant interest or voting power in respect of shares in Regis which are the subject matter of this mortgage or fixed and floating charge.

Call and Put Option

If both the resolutions in respect to the call and put options are passed, the following information is provided:

The identity of the party proposing to make the acquisition is Newmont Capital and its associates are Newmont Mining Corporation Inc and its related bodies corporate;
The maximum extent of the increase in Newmont Capital's voting power if the resolution is $\bullet$ passed would change from its present holding of 35.42% to 57.87% of the post issued capital of the Company, or on a fully diluted basis, from 28.69% to 50.18%;
The voting power of Newmont Capital if the resolution is passed (and the shares, the subject of the resolution are issued) will be 657.827.765 shares or 57.87% (on an undiluted basis):
The voting power of Newmont Capital's associates both prior to and after the transaction will be the same as Newmont Capital's voting power; and
Newmont Mining Finance Pty Limited holds a mortgage over 43,266,870 shares in the capital $\bullet$ of Regis to which Edensor Nominees Pty Ltd is entitled and is registered as the holder of those shares as mortgagee. Newmont Mining Finance Pty Ltd also holds a fixed and floating charge over the remaining assets of Edensor Nominees Pty Ltd (which extends to the remainder of the shares in Regis held by Edensor Nominees Pty Ltd). By reason of Section 609(1) of the Corporations Act 2001 (Cth) Newmont Mining Finance Pty Ltd does not have a relevant interest or voting power in respect of shares in Regis which are the subject matter of this mortgage or fixed and floating charge.

The Company has engaged Benson Partners Corporate Advisory Pty Ltd ("Benson Partners") to prepare an independent expert's report for shareholders. The report accompanies this Notice of Meeting and Explanatory Statement and contains further information for shareholders.

It is recommended that the shareholders read this report in detail.

In accordance with Australian Securities & Investments Commission Policy Statement 74 "Acquisitions Agreed to by Shareholders". Newmont provides the following information as to Newmont Capital's intentions regarding the future of the Company which is not disclosed elsewhere:

Newmont Capital has no current intention to change the business of the Company:
Newmont Capital has no current intention to inject further capital into the Company. However, Newmont Capital has requested and the Company has agreed to allow Newmont Capital to participate in any future capital raisings in proportion with Newmont Capital's percentage interest in the Company;
Newmont Capital has no current intention regarding the future employment of the present employees of the Company:
$\bullet$ There are no current proposals to transfer property between the Company, Newmont Capital or any person associated with either party, except under the Formal Agreement between the parties:
Newmont Capital does not have a current intention to redeploy the fixed assets of the Company; and
Newmont Capital does not have an intention to change significantly the financial or dividend policy of the Company.

Requirements of the ASX Listing Rules.

ASX Listing Rule 10.1 states that a company must ensure that it does not acquire a substantial asset, without the approval of holders of a company's ordinary securities, from a substantial shareholder. The 26% interest in Newmont Duketon being acquired as a result of the exercise of the call option and the 25% interest in Newmont Duketon being acquired as a result of the exercise of the put option are substantial assets and Newmont Capital is a substantial shareholder in Regis. Accordingly, shareholder approval is also required under Listing Rule 10.1 to the acquisition of the 26% interest and 25% interest in Newmont Duketon.

Other Information

The ordinary shares to be issued to Newmont Capital will rank pari-passu with the ordinary shares on issue. Settlement of the transaction will occur 5 business days after shareholder approval at which time the shares will be issued to Newmont Capital. The Directors of Regis do not have any interest in the transaction other than as shareholders of the Company. Benson Partners have valued the 207,185,527 ordinary shares to be issued to Newmont Capital as a result of the exercise of the call option at \$8,495,000 and the 187,908,211 ordinary shares to be issued to Newmont Capital as a result

of the exercise of the put option at \$7.741.000. The issue of these shares will not raise any funds. instead will be consideration for a further 26% and 25% equity interest in Newmont Duketon.

The effect of the transactions is that: (i) Newmont Duketon will become a 100% owned subsidiary of the Company and therefore Regis will be able to control the activities of Newmont Duketon: (ii) the Directors of Newmont Duketon will be representatives of Regis; and (iii) the Duketon Joint Venture management committee will be made up of representatives of Regis. Accordingly, the Company will control the Duketon Joint Venture management committee.

Advantages and Disadvantages

Advantages

Regis will take board control of Newmont Duketon and control of the Joint Venture operating committee thus being able to control all exploration, feasibility and development of the Duketon joint ventures including the Duketon gold project and Collurabbie nickel exploration.
The control set out above will simplify the complex ownership structure with Newmont which has been confusing to shareholders and the market. This should in turn allow market to more appropriately value the Company.
The purchase will prevent the direct entry of a third party into the project except on Regis' terms.

Disadvantages

Newmont Capital will hold 57.9% of the ordinary shares of Regis and would be in a position, if they chose to do so, to control the board and activities of the Company.
Regis may, under US law, become a subsidiary of Newmont Capital and be required to comply with reporting obligations in the US (including Sarbanes Oxley) which would be expensive and divert management's time from the normal operations of the Company.
Shareholders' will be diluted by the issue of shares to Newmont Capital.

RESOLUTION 9 - APPROVAL TO ISSUE UP TO 500 MILLION ORDINARY SHARES

Preamble

As set out in the preamble to resolution 7 and 8, the Company has exercised the call option over a further 26% interest in Newmont Duketon Pty Ltd and Newmont have exercised the put option over a further 25% interest in Newmont Duketon Pty Ltd. The consideration for the shares acquired by Regis as a result of exercise of the call and/or put option will be (subject to shareholder approval at that time) the issue of Regis shares or, failing shareholder approval, an equivalent cash payment. $|f|$ shareholders do not approve either or both resolutions 7 and 8, the Company will be required to settle the consideration for the call option and/or put option by an equivalent cash payment. Accordingly, the Directors' believe it is prudent to obtain shareholder approval to the issue of up to 500 million ordinary shares which will enable the Company to raise sufficient funds to make the equivalent cash payment.

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:

$\ddagger$ . The maximum number of securities to be issued is 500 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.
At the date of this Explanatory Memorandum, the names of the proposed allottee's and 4. 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.
1. The ordinary shares will be fully paid and will rank pari passu with existing ordinary shares on issue.
1. The funds will be utilised to pay the consideration for the 26% and/or 25% interest in Newmont Duketon Pty Ltd, for exploration, feasibility studies, development and working capital for the Company.
$\overline{7}$ . 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).

None of these parties are Related Parties as defined by the ASX Listing Rules.

RESOLUTION 10- ADOPT THE REMUNERATION REPORT FOR THE YEAR ENDED 30 JUNE 2006

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 2006 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 3 and 5 to 10 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 4 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 Board of Directors recommend all resolutions to shareholders.

By Order of the Board and dated this 30th day of October 2006

PETER LEE Company Secretary

19 October 2006

The Directors Regis Resources NL Level 11 461 Bourke Street MELBOURNE VIC 3000

Dear Sirs

INDEPENDENT EXPERT'S REPORT PURSUANT TO SECTION 611 (7) OF THE CORPORATIONS ACT AND CHAPTER 10.1 OF THE ASX LISTING RULES

Introduction

$1.$ Regis Resources NL ("Regis" or "the Company") is a company listed on the the Australian Stock Exchange ("ASX"). The principal activities of the Company include gold and mineral exploration.
$\overline{2}$ . On 10 March 2005 Regis announced that they had entered into a Memorandum of Understanding ("MOU") with Newmont Australia Ltd ("Newmont") to increase the Company's interests in the Rosemont Duketon and Duketon Region joint ventures ("DJVs") located north of Laverton in the Eastern Goldfields of Western Australia from a direct 20% interest to a direct and indirect interest of $59.2\%$
$\overline{3}$ . Under the MOU, Newmont and Regis agreed that Regis would acquire 49% of the shares in Newmont's subsidiary and the Regis' joint venture partner, Newmont Duketon Pty Ltd ("Newmont Duketon"), which gave Regis a further 39.2% indirect interest in the DJVs. Combined with Regis' existing direct 20% interest, this increased Regis' total interest in the DJVs to an effective interest of approximately 59.2%.
As consideration Regis issued 256,532,027 fully paid ordinary shares in Regis to $\overline{4}$ . Newmont Capital Pty Ltd ("Newmont Capital") and on completion of this transaction Newmont Capital became Regis' major shareholder with a 37.95% shareholding in Regis, based on the undiluted issued capital of Regis.
1. The agreement formalising the arrangements contemplated by the MOU ("Formal Agreement") was signed on 14 December 2005 and shareholder

a sa mga magaalang ng mga mga mga mga mga mga mga mga mga mg

approval for the issue of the 256,532,027 fully paid ordinary shares in Regis to Newmont Capital was obtained on 3 February 2006.

1. A key component of the Formal Agreement was that Regis became manager of the DJVs (other than the Deleta Joint Venture) and was required to sole fund and conduct all exploration on the DJV's tenements at a minimum rate of \$10 million by 31 May 2007. All exploration expenditures since 1 January 2005 by both Newmont Duketon and Regis counted towards the \$10 million threshold.
$7₁$ Under the Formal Agreement, if Regis met the obligation to spend \$10 million on exploration by 31 May 2007, it had a call option over a further 26% interest in Newmont Duketon. Regis notified Newmont that it had met the sole funding obligation of \$10 million in September 2006 and on 29 September 2006 Regis announced that Regis had exercised the call option. Consideration for the further $26\%$ interest in Newmont Duketon acquired as a result of the exercise of the call option will be the issue of 207,185,527 shares in Regis to Newmont Capital ("the Proposed Call Option Transaction").
1. Newmont NGL, which holds the remaining 25% interest in Newmont Duketon (following the exercise of the call option by Regis), held a put option over the remaining shares in Newmont Duketon held by Newmont NGL. The put option was exercisable for a period of 30 days after Regis had completed the sole funding obligation. Newmont NGL advised the Company in writing on 18 October 2006 that it had exercised the put option to put the remaining 25% of Newmont Duketon to the Company and as consideration Regis will issue 187,908,211 shares to Newmont Capital ("the Proposed Put Option Transaction").
1. The Proposed Call Option Transaction and the Proposed Put Option Transaction will be referred to as the Proposed Transactions in our report.
1. The total consideration of 395,093,738 shares to be issued to Newmont Capital under the Proposed Transactions is based on a formula linked to Regis' recent share price, which is the volume weighted average price ("VWAP") for the 30 trading days prior to the date the option was exercised.
$11.$ As a result, subsequent to the Proposed Transactions, the Company will hold a 100% interest in Newmont Duketon and a 100% interest in the DJVs and Regis will be able to control the activities of Newmont Duketon and the DJVs Management Committee.
$12.$ Further details of the Proposed Transactions are summarised in our report and set out in detail in the accompanying Explanatory Statement.
1. The Proposed Transactions are subject to Regis shareholder approval of the issue of shares to Newmont Capital.
$14.$ The directors of Regis have requested Benson to independently assess whether the Proposed Transactions are fair and reasonable to non-associated shareholders. This report has been prepared by Benson to accompany a Notice

of Meeting to convene a General Meeting of Regis in November or December 2006 to seek shareholder approval for the Proposed Transactions.

1. This report has been prepared solely for the purpose of assisting the nonassociated shareholders in considering the Proposed Transactions. We do not assume any responsibility or liability to any party as a result of reliance on this report for any other purpose, including but not limited to investment or lending decisions in relation to Regis.
$16^-1$ For the purpose of our report Newmont Australia Ltd, Newmont Capital Ltd and Newmont NGL Ltd will be referred to as the "Newmont Entity".

Summary and Conclusions for Regis' Shareholders

$17^°$ In our opinion, the Proposed Transactions, on balance, are fair and reasonable to the non-associated shareholders of Regis.
1. Our opinion is based solely on information available at the date of this report. In particular, we have placed reliance on the report of the independent mineral industry specialist instructed by us, AMC Consultants Pty Ltd ("AMC"). The AMC report is attached at Appendix C.
1. The principal factors that we have taken into account in forming our opinion are summarised below and discussed in more detail in Section XI of this report:
a comparison of the value of the consideration offered under the a, Proposed Call Option Transaction and Proposed Put Option Transaction to the value of the assets acquired;
if the Regis shareholders do not approve the Proposed Transactions, Regis will be required to issue shares to raise an equivalent cash payment to fund the exercise of the call and put options;
the effect on the value of the non-associated shareholders shareholding in the Company;
the weighted average trading price of \$0.12 for the shares over the past 12 months: and
the issue price for ordinary shares issued over the past 12 months, which is \$0.10 per share.

Other Matters

Acceptance or rejection of the Proposed Transactions are matters for individual shareholders based on their own views as to value, risk profile, liquidity preference, portfolio strategy and tax position. Regis shareholders who are in doubt as to the action they should take in relation to the Proposed Transactions should consult a professional advisor.

Structure of Report

$21.$ The balance of this report is set out in the following sections:
$\mathbf{r}$ FINANCIAL SERVICES GUIDE
$\mathbf{H}$ TERMS OF THE PROPOSAL
m BASIS FOR OUR EVALUATION OF THE PROPOSED TRANSACTIONS
IV PROFILE OF REGIS RESOURCES N.L.
$\mathbf{V}$ SHARE CAPITAL AND OWNERSHIP OF REGIS
VI. VALUATION METHODOLOGIES
VH. VALUATION OF REGIS RESOURCES N.L.
VIII PROFILE OF NEWMONT DUKETON PTY LTD
$\mathbf{r}$ VALUE OF NEWMONT DUKETON PTY LTD
$\mathbf{x}$ EXPLORATION AND PROJECT REVIEW
XI ASSESSMENT OF WHETHER THE PROPOSED TRANSACTIONS ARE FAIR AND REASONABLE TO THE NON-ASSOCIATED SHAREHOLDERS

APPENDICES

Oualifications and Declarations $\mathbf{A}$
Sources of Information $\mathbf{R}$
$\mathbf C$ Assessment and Valuation of Mineral Assets by AMC.

Yours faithfully

$\frac{1}{\sqrt{2}}$ W. Availle

PHILLIP W RUNDLE Representative

PAUL J MARSHALL Representative

.
The Independent Solution

FINANCIAL SERVICES GUIDE ۲

This document contains the Independent Expert's Report, which you requested from Benson Partners Corporate Advisory Pty Ltd ABN 25 099 441 111, as well as our Financial Services Guide.

FINANCIAL SERVICES GUIDE ("FSG")

About the Issuing Entity

This FSG is issued by Benson Partners Corporate Advisory Pty Ltd ABN 25 099 441 111 ("Benson"). We can be contacted by any of the following means:

By Post: Benson Partners Corporate Advisory GPO Box 4615 Melhourne Victoria 3001

By Phone: (03) 8622 3500

We are an Australian Financial Services Licensee, licence number 227189. We are authorised to provide general financial product advice in relation to securities (such as shares and debentures) and interests in managed investment schemes. When providing those services, we act on our own behalf.

Purpose and content of this FSG

This FSG is designed to assist you in deciding whether to use our Independent Expert's Report to which this FSG is attached and to provide you with important information about us as a financial services licensee. It includes information about:

who we are and how we can be contacted;
the services we are authorised to provide; $\blacksquare$
$\blacksquare$ remuneration that may be paid to us and our staff and any associates in connection with the services we provide;
any relevant associations or relationships we have; and $\blacksquare$
our complaints handling procedures and how you may access them.

Financial Services we are licenced to provide

We hold an Australian Financial Services Licence, which authorises us to provide general financial product advice in relation to:

securities (such as shares and debentures); and
interests in managed investments schemes (excluding investor directed portfolio services).

We provide this general financial product advice as follows:

We are engaged to issue an Independent Expert's Report in connection with a financial product of another person; for instance, a report on the shares of a company;
You will not have engaged us directly but our Independent Expert's Report will $\blacksquare$ be provided to you because (and only because) you have received the disclosure document to which our Independent Expert's Report relates; and
In our Independent Expert's Report, we provide general financial product advice, not personal financial product advice. That is, our Independent Expert's Report is prepared without taking into account your personal objectives, financial situation or needs.

You should consider the appropriateness of the general financial product advice contained in our Independent Expert's Report having regard to your own objectives, financial situation and needs before you act on the advice. You should read the disclosure document in which our Independent Expert's Report and this FSG are included and consider that document before making any decision about whether to acquire the relevant financial product.

Benefits that we may receive

We charge fees for providing our Independent Expert's Reports. These fees will be agreed with, and paid by, the person(s) or company who engages us to provide the report. Fees will be agreed on either a fixed fee or time-cost basis. The fees are paid directly to Benson.

Except for the fees referred to above, neither Benson, nor any of its directors, employees, related bodies corporate or associates of these persons receive any pecuniary benefit or other benefit (including commissions or referral fees), directly or indirectly, for or in connection with the provision of our Independent Expert's Report. All our employees receive a salary. Our employees are also eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of an Independent Expert's Report.

Referrals

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

Associations and relationships

Through a variety of corporate and trust structures, Benson is ultimately wholly owned by and operates as part of Benson Partners' professional advisory and accounting practice.

From time to time, Benson or Benson Partners and / or Benson Partners' related entities may provide professional services, including audit, tax and financial advisory services, to financial product issuers in the ordinary course of its business.

Making a complaint

Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. You may therefore make a complaint about us. All complaints must be in writing, addressed to:

The Complaints Officer Benson Partners Corporate Advisory GPO Box 4615 Melbourne, Victoria, 3001

When we receive a written complaint, we will record the complaint, acknowledge receipt of the written complaint within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination, although we aim to deal with complaints a lot more quickly than this.

Referral to external dispute resolution scheme

If we do not respond within 45 days, or if you are not satisfied with the way your complaint has been handled by us, we are a member of the Financial Industry Complaints Service Ltd ("FICS"), member number F4512, and you may lodge a complaint with FICS. The relevant contact details are set out below.

Financial Industry Complaints Service Limited PO Box 579 Collins Street West Melbourne, Victoria, 8007

Toll free:	1300 78 08 08
Facsimile:	$(03)$ 9621 2291

Further details about FICS are available at the FICS web site: www.fics.asn.au.

The Australian Securities & Investments Commission ("ASIC") also has a free call info line on 1300 300 630, which you may also use to make a complaint or obtain information about your rights.

This FSG was prepared on 19 October 2006.

$\mathbf{H}$ TERMS OF THE PROPOSAL

$22$ We outline below a summary of the Proposed Transactions.
1. On 1 June 2005 as part of the Formal Agreement signed by the Newmont Entity and Regis on 14 December 2005 and shareholder approval to the issue of the 256,532,027 fully paid ordinary shares in Regis to the Newmont Entity on 3 February 2006, Regis became manager of the DJVs (other than the Deleta Joint Venture).
Under the transitional provisions Regis was required to sole fund and conduct all 24. exploration on the DJVs' tenements at a minimum rate of \$10 million by 31 May 2007, which Regis achieved in September 2006.
1. On 29 September 2006 Regis announced that it had exercised a call option to obtain a further 26% interest in Newmont Duketon, with consideration comprising the issue of 207,185,527 shares in Regis to the Newmont Entity.
1. Newmont NGL which holds the remaining 25% interest in Newmont Duketon (following the exercise of the call option), held a put option over the remaining shares in Newmont Duketon held by Newmont NGL. The put option was exercisable for a period of 30 days after Regis had completed the sole funding obligation. Newmont NGL advised the Company in writing on 18 October 2006 that it had exercised the put option to put the remaining 25% of Newmont Duketon to the Company. As consideration of the exercise of the put option Regis will issue 187,908,211 shares to Newmont Capital.
$27.$ The total consideration of 395,093,738 shares to be issued to Newmont Capital under the Proposed Transactions is based on a formula linked to Regis' recent share price, which is the VWAP for the 30 trading days prior to the date the option was exercised. The completion of the Proposed Transactions will be subject to Regis shareholders approving the issue of shares to Newmont Capital.
1. Subsequent to the Proposed Transaction, the Company will hold a 100% interest in Newmont Duketon and a 100% interest in the DJVs, and Regis will be able to control the activities of Newmont Duketon and the DJVs Management Committee.
1. Newmont has stated that it does not intend to seek a position on Regis' board.
1. We are advised that on 6 October 2006 Regis issued a further 47,867,679 shares at an issue price of \$0.10 per share. Subsequent to this placement, Regis will have 741,611,072 shares on issue. Following the issue of approximately 395 million shares to the Newmont Entity under the Proposed Transactions, the percentage of the Newmont Entity's shareholding in Regis will increase from approximately $35.43\%$ (post the recent issue of $47,867,679$ shares) to approximately 57.87% of the expanded issued capital of Regis.

We set out below a summary of the proposed DJVs ownership structure should $31.$ the Proposed Transactions proceed.

A summary of the effective holdings in the DJVs should the Proposed Transaction $32.$ proceed is set out below:

Regis holding in Rosemont Duketon JV $= (100\% \times 80.0\%) + 20.0\%$	$100.0\%$
Regis holding in Duketon Region JV $= (100\% \times 80.0\%) + 20.0\%$	$100.0\%$
Newmont Entity shareholding in Regis	57.87%

m BASIS EVALUATION OF FOR OUR THE₁ PROPOSED TRANSACTIONS

Purpose of the Report

Section 606 of the Corporations Act ("the Act") provides a general prohibition 33. to any person acquiring a relevant interest of above $20\%$ in an Australian company with more than 50 members without making an offer to acquire all of the shares. There are various exemptions to this rule set out in Section 611 of the Act. Under item 7 of Section 611 of the Act, such an acquisition is allowed if a majority of the Company's non-associated shareholders pass an ordinary resolution at a general meeting approving the acquisition.
1. Section 611 of the Act requires shareholders to be provided with either an analysis by the independent directors or an Independent Expert's Report stating whether the Proposed Transactions is fair and reasonable when considered in the context of the interests of the shareholders, other than those involved in the Proposed Transactions or persons associated with such persons (ie, the nonassociated shareholders). The directors have requested Benson to independently assess whether the Proposed Transactions is fair and reasonable to nonassociated shareholders to satisfy this obligation.
1. ASX Listing Rule 10.1 states that a company must ensure that it does not acquire a substantial asset from a substantial shareholder, without the approval of holders of a company's ordinary securities. The 26% interest in Newmont Duketon being acquired as a result of the exercise of the call option and the 25% interest in Newmont Duketon being acquired as a result of the exercise of the put option are substantial assets and Newmont Capital is a substantial shareholder in Regis. Accordingly, shareholder approval is required for the acquisition of the 26% interest and 25% interest in Newmont Duketon and an Independent Expert's Report on the fairness and reasonableness of the Proposed Transactions to non-associated shareholders of Regis is required to be prepared under Chapter 10.1 of the ASX Listing Rules.

Our Approach

1. The term "fair and reasonable" does not have any statutory definition, although, over time, a commonly accepted meaning has evolved. Policy Statements issued by the Australian Securities Commission, the predecessor to the Australia Securities & Investment Commission ("ASIC"), in particular Policy Statements 74 and 75, provide some guidance to the use of that term.
$37₁$ Policy Statement 75 attempts to provide a precise definition of fair and reasonable. The Policy Statement continues earlier regulatory guidelines that created a distinction between "fair and reasonable". Fairness is said to involve a comparison of the offer price with the value that may be attributed to the securities that are the subject of the offer based on the value of the underlying businesses and assets. In determining fairness, any existing entitlement to shares

by a bidder is to be ignored. Reasonableness is said to involve an analysis of other factors that shareholders might consider prior to accepting a takeover offer such as:

the bidder's existing shareholding:
other significant shareholdings: m
the probability of an alternative offer;
$\blacksquare$ the liquidity of the market for the target company's shares; and
the options for the target in the event that the bid does not proceed. $\blacksquare$
1. Policy Statement 74 states that what is fair and reasonable for non-associated members should be judged in all the circumstances of the proposal. The likely advantages and disadvantages for the non-associated members, should the proposal proceed, should be compared with the advantages and disadvantages should it not. The effect of the proposed changes on shareholder value is only one element of this assessment. Accordingly, fair and reasonable must be capable of broad interpretation to meet the particular circumstances of each transaction. This involves a judgement on the part of the expert as to the alternatives available. On this basis, a proposal will be fair and reasonable if the non-associated shareholders will, on balance, be better off if the proposal is accepted.
1. For the purpose of our opinion, market value is defined as the price that could be negotiated in an open and unrestricted market between a willing, knowledgeable but not anxious buver and a willing, knowledgeable but not anxious vendor acting at arms' length, each believing that they have complete information with respect to the asset being sold.
$40.$ In forming our opinion as to whether the Proposed Transactions is fair and reasonable, we have treated the concepts of fairness and reasonableness as a single opinion; that is, the Proposed Transactions is or is not fair and reasonable.
$41.$ In forming our opinion as to whether the Proposed Transactions is fair and reasonable, we have had regard (inter alia) to the following factors:
the terms and conditions of the Proposed Transactions:
the potential impact of the Proposed Transactions on the financial $\blacksquare$ position of Regis and the impact on the value of the non-associated members' shareholding; and
other advantages and disadvantages that may impact the non-associated shareholders of Regis in the event that the Proposed Transactions proceeds.
$42.$ We have also given due consideration to relevant matters in other ASIC guidelines, including Practice Note 42 (Independence of Expert's Reports) and Practice Note 43 (Valuation Reports and Profit Forecasts). The Policy

Statements and Practice Notes reflect ASIC's underlying philosophy that the premium for control of a company be shared by all members of that company.

Information Used

1. In preparing this report, we have used and relied upon the information set out in Appendix B and representations made by Regis management. We have conducted checks, enquiries and analysis on the information provided to us that we consider appropriate for the purposes of this report. Based on this evaluation, we consider that the information used as the basis for forming the opinions in this report is accurate, complete and not misleading and we have no reason to believe that material information relevant to our report has been withheld. Whilst our work has involved an analysis of financial information and accounting records, it does not constitute an audit of Regis in accordance with Australian Auditing Standards and, accordingly, no such assurance is given in this report.
1. Benson and AMC have been provided with historic and prospective information prepared by Regis. Whilst Benson has in part relied upon this information in preparing this report, Regis remains responsible for all aspects of this information. Achievement of prospective results is not warranted or guaranteed by Benson or AMC. Prospective results are by their nature uncertain and are dependent on a number of future events that cannot be guaranteed. Actual results may vary significantly from the prospective information and any variations may affect our assessment.
$45.$ Our assessment has been made as at the date of our report. Economic conditions, market factors and performance change may result in this report becoming outdated. We reserve the right to review our assessments and, if we consider it necessary, to issue an addendum to our report, in the light of any relevant material information that subsequently becomes known to us prior to the General Meeting to vote on the Proposed Transactions.

Scope Exclusions

This report has been prepared solely for the purpose of assisting the shareholders in Regis in considering whether to approve the Proposed Transactions. This report has not been prepared to provide information to parties considering the purchase or sale of any equity or other security in Regis. Accordingly, we do not assume any responsibility or liability for any losses suffered as a result of the use of this report contrary to the provisions in this paragraph.

IV PROFILE OF REGIS RESOURCES N.L.

Corporate Background

$47.$ Regis is an Australian mineral exploration company with strategic land holdings in the Eastern Goldfields of Western Australia. The most significant of Regis' explorations are the Duketon Region and Rosemont Duketon Joint Ventures located approximately 300 kilometres north-east of Kalgoorlie.
1. Regis directly owns a $20\%$ interest in the DJVs, and through its $49\%$ ownership in Newmont Duketon, Regis indirectly owns another 39.2% interest in the DJVs.
1. Regis is the manager of the DJVs (except for the Deleta Joint Venture) and is required to sole fund up to \$10 million, and conduct all exploration on the DJVs' tenements. The sole funding obligation was met on 25 September 2006.
1. The other commercial/contractual joint ventures which Regis participates in are set out below:
$\blacksquare$ Burley Well Joint Venture

Under the Burley Well Joint Venture, Regis may earn a 51% interest in the relevant project by sole funding \$500,000 of expenditure. Up until that expenditure is incurred, Regis' contractual interest in the project is $0\%$ . We are advised by management that as at 30 June 2006 Regis has not met the sole funding requirement.

Copperwell Joint Venture $\blacksquare$

Regis has a $51\%$ interest in this joint venture and is sole funding the expenditure to increase its ownership interest by a further 35%.

Melita Joint Venture

Currently Regis has a 0% interest, however, it has a right to earn a 70% interest in the joint venture by sole funding a \$1 million expenditure commitment. We are advised by management that as at 30 June 2006 approximately \$230,000 has been expended on the joint venture.

Mt Mahel Joint Venture

The participating interest held by Regis in the Mt Mabel Joint Venture is 51% and the Regis voting right in the joint venture is in proportion to its interest. Regis has control of the joint venture.

Christmas Well Joint Venture

Regis has an 80% interest in the Christmas Well Joint Venture and its voting right is in proportion to its interest in the joint venture. Regis controls the joint venture.

$51.$ A detailed assessment and valuation of the mineral assets of the Company are set out in Appendix C.

Financial Performance

Regis' audited financial results for the twelve months ended 30 June 2005 and 2006 and the unaudited results for the two months ended 31 August 2006 are summarised below.

Table 1: Summary of Regis' Historic Financial Performance

	Unaudited 31 August 2006 \$'000	Audited 30 June 2006 \$'000	Audited 30 June 2005 \$'000
Revenue	39	129	74
Other Income			19.346
Corporate Administrative Expenses	(194)	(1,261)	(1,220)
Exploration and Evaluation Expenses Written		(272)	(107)
റ്റ
Write Down of Mining Royalty			(682)
Result from Operating Activities	(155)	(1,404)	17.411
Financial Expenses		(3)	(321)
Share of Losses of Associates			(733)
Profit/ (loss) before Tax	(155)	(1,407)	16.357

Source: Regis' Statutory Accounts for the twelve months ended 30 June 2005 and 2006 and management accounts for the two months ended 31 August 2006

1. Regis' revenue stream arises from interest received on cash at bank and some ad-hoc tenement and investment disposals. The increase in 2006 interest income is mainly a result of the capital raising completed at the beginning of year 2006.
1. Other income for the year ended 30 June 2005 primarily comprised a gain on capital restructuring that occurred in August 2004. A profit arose from the extinguishment of all debt held by Regis following the repayment of \$1 million and the conversion of \$5.5 million of debt into equity. The tax consequence of the debt forgiveness is a reduction in the level of tax losses available to be carried forward, with no tax payable arising.
1. In accordance with Regis' accounting policies, the majority of exploration costs are capitalised. Accordingly, the expenses reflected in the income statement are primarily related to administration and compliance matters.

Financial Position

Regis' audited consolidated net assets as at 30 June 2006 and unaudited net assets at 31 August 2006 are summarised below.

	Table 2: Summary of Regis' Historic Net Asset Position
--	--------------------------------------------------------

	Unaudited 31 August 2006 \$'000	Audited 30 June 2006 \$'000
CURRENT ASSETS
Cash and Cash equivalents	2.606	4,451
Other Receivables and Prepayments	361	248
TOTAL CURRENT ASSETS	2,967	4,699
NON-CURRENT ASSETS
Other Receivables and Prepayments	644	639
Capitalised Exploration and Evaluation Expenditure	437	398
Investments in associates	40,288	38,530
Property, Plant and Equipment	291	275
TOTAL NON-CURRENT ASSETS	41,660	39,842
TOTAL ASSETS	44,627	44,541
CURRENT LIABILITIES
Trade and Other Payables	1,799	1,590
Employee Benefits	237	230
TOTAL CURRENT LIABILITIES	2,036	1,820
NET TANGIBLE ASSETS	42,591	42,721

Source: Regis' Statutory Accounts as at 30 June 2006 and management accounts at 31 August 2006

1. Other receivables and prepayments comprise environmental and performance bonds provided to the Department of Industry and Resources Western Australia in respect of certain Duketon joint venture tenements. All of the security deposits bear interest at market rates. The other components in other receivables and prepayments are security deposits for the leases of Regis' offices, pre-paid transaction costs relating to the acquisition of shares in Newmont Duketon and environmental bonds relating to tenements held in the Northern Territory.
1. Capitalised exploration and evaluation expenditure consist of the costs associated with the exploration for and evaluation of mineral deposits. Any costs incurred on tenements prior to the granting of tenure are written off. When tenements are surrendered, any costs previously capitalised in respect of those tenements are written off.
1. Investments in associates comprise Regis' investment in 49% of the shares in Newmont Duketon, and its direct investments of 20% in each of the Rosemont Duketon and Duketon Region Joint Ventures. The investment in Newmont Duketon has been presented in accordance with AIFRS, where the cost of the acquisition has been recognised based on the market value (at date of acquisition) of Regis shares issued as consideration. Investments in the DJVs

represent the Company's share of capitalised expenditure measured consistently with direct exploration costs on other projects as described above. The detail of the investments in associates as at 31 August 2006 is presented below:

Table 3: Investments in Associates

Investment in Newmont Duketon	35.481
20% ownership in Duketon Region Joint Venture	4.133
20% ownership in Rosemont Duketon Joint Venture	674
Tofal	40.288

Source: Regis' Management Accounts as at 31 August 2006

Trade and other payables represent amounts owing for exploration costs, 60. purchases of equipment and administration expenses. The increase in trade and other payables in 2006 reflect the fact that in 2006 Regis had taken on management of the Duketon joint ventures and was sole funding all exploration expenditure on those projects and therefore held the full liability for any unpaid costs on the projects.

Cash Flow Statement

Regis' audited consolidated cash flow statement for the year ended 30 June 2005 61. and 2006 are summarised below.

Table 4: Summary of Cash Flow Statements

	Audited Year Ended 30 June 2006 \$'000	Audited Year Ended 30 June 2005 \$'000
Cash Flows from Operating Activities
Cash paid to suppliers and employees	(1, 234)	(765)
Interest received	123	72
Net Cash Flows from / (used in) Operating Activities	(1,111)	(693)
Cash Flows from Investing Activities
Proceeds from sale of investments	3
Acquisition of property, plant & equipment	(251)	(7)
Investments in associates	(6,146)	(757)
Direct exploration and evaluation expenditure	(99)	(366)
Payment of security deposits - offices	(60)	(46)
Payment of security deposits – tenements	(385)	(147)
Refund of security deposits – tenements	20
Net Cash Flows from / (used in) Investing Activities	(6,918)	(1,323)
Cash Flows from Financing Activities
Net Proceeds from issues of securities	11,072	5,818
Payment of transaction costs	(684)	(330)
Proceeds from borrowings		202
Repayment of borrowings		(1,587)
Net Cash Flows from / (used in) Financing Activities	10,388	4,101
Net increase/(decrease) in cash held	2,359	2,085
Cash at the beginning of the quarter/financial year	2,092
Cash at the End of the Quarter/Financial Year	4,451	2,092

Source: Regis' Statutory Accounts as at 30 June 2005 and 2006

We note that the main source of Regis' funds relate to the proceeds from capital raisings completed in January and February 2006. The major cash outflow for Regis included the exploration costs and the reimbursement of approximately \$3.7 million of exploration costs incurred by Newmont Duketon.

Native Title

It has been represented to us that the Company has not, and is not currently aware of, any native title issues that have not previously been reported to shareholders in past Annual Reports and Company's announcements. We are advised that there are three unresolved overlapping claims in the main Duketon An access agreement has been signed with one other group. It is area. understood that there is nothing about these claims that materially differs from other similar claims in Western Australia.

$\mathbf{v}$ SHARE CAPITAL AND OWNERSHIP OF REGIS

Recent Share Issues

1. In February 2006 Regis completed the transaction with the Newmont Entity to acquire a 49% interest in Newmont Duketon. As part consideration for the transaction. Regis issued 256,532,027 fully paid ordinary shares to the Newmont Entity.
1. On 11 January 2006 Regis announced that it had agreed with Rubicon Fund Management LLP to place 110 million new shares at \$0.10 per share raising \$11 million. 48.8 million of these shares were issued on 16 January 2006 and the balance was issued on 3 February 2006.
1. On 15 March 2006 Regis announced that it had cancelled 70,000 options issued in March 2000 pursuant to a former employee share option plan. In addition, Regis issued 3,700,000 options under the 2005 Employee Share Option Plan, with an exercise price of \$0.12 per option. Upon exercise, each option will convert to one fully paid ordinary share. These options cannot be exercised until after 27 November 2007. For each participant, 50% of the options are only exercisable if the share price increases to \$0.15 and the balance is only exercisable if the share price increases to \$0.18.
1. On 11 May and 18 May 2006 option holders exercised 500,000 options and 900,000 respectively of the 31 January 2014 options at 5 cents per option.
1. On 6 October 2006 the Company issued a further 47,867,679 shares at an issue price of A\$0.10 per share to raise \$4.79 million. The Company announced that the proceeds of the placement are to be used for working capital purposes, to fund the feasibility study for the Duketon Gold Project, and to fund current gold and nickel exploration programmes in the Eastern Goldfields of Western Australia. Subsequent to this issue, the total number of Regis shares on issue is 741.611.072.
1. The existing securities on issue as at 30 September 2006 prior to the placement of 47,867.679 shares are summarised in Table 5 below.

Class	Number	Expiry Date	Exercise Price
Ordinary Shares	693,743,393	$\sim$
Options – Listed	38,970,230	31 October 2012	\$0.10
Options – Listed	25.766.079	30 April 2012	\$0.20
Options – Listed	95,268,936	31 January 2014	\$0.05
Options – Unlisted	14.150.000	25 November 2010	\$0.12

Table 5: Securities on Issue

Source: Link Market Services

Our assessment of trading in Regis shares set out below is based on the total number of Regis shares on issue as at 30 September 2006, being 693,743,393 shares.

Share Price and Volume History

$71.$ The following chart provides a summary of the monthly weighted average trading prices and volumes in Regis' shares from 1 September 2005 to 17 October 2006.

Source: Bloomberg

$72.$ The weighted average trading price of Regis' shares has been relatively stable. ranging from \$0.10 to \$0.13. The highest price of \$0.16 and the lowest price of \$0.092 were achieved on 26 April 2006 and 17 February 2006 respectively.
1. Prior to the Formal Agreement with the Newmont Entity in relation to Regis' acquisition of the shares in the Newmont Entity, Regis' shares had exhibited low liquidity. However, we note that there was a significant volume of shares traded in December 2005 and March 2006. We are advised that a significant amount of this trading volume relates to sales by entities related to Mr Gutnick, a former director of the Company. In accordance with a corporate restructure announced in July 2004, Mr Gutnick was required to reduce his shareholding to 20% on a fully diluted basis by 19 May 2006. We note that Mr Gutnick's ownership interest decreased from approximately $47\%$ to $28\%$ during the period to December 2005 with a further 30 million shares being divested on 16 March 2006.
$74.$ On 29 September 2006 when Regis announced that it had exercised the call option to obtain a further 26% interest in Newmont Duketon, Regis' shares traded at an average price of \$0.115 per share and there had been no significant change in the share price prior to or subsequent to the announcement.

Trading in Regis Shares

An analysis of the trading volume in Regis' shares in the period prior to $75.$ 29 September 2006, the date the Proposed Transactions was announced, is set out below.

Period prior to 29 September 2006	$\textbf{High}(S)$	Low $(S)$	Weighted average (\$)	Volume	As a % of issued shares
- week	0.115	0.105	0.11	3,401,883	0.49
month	0.140	0.105	0.12	33,913,894	4.89
2 months	0.140	0.100	0.12	64, 191, 164	9.25
6 months	0.160	0.100	0.12	192,938,489	27.81
l 2 months	0.160	0.092	0.12	414.659,430	59.77

Table 7: Trading Liquidity in Regis' shares

$1693.743$ million at 30 September 2006

Source: Bloomberg

An analysis of the volume of trading in Regis's shares following the announcement of the Proposed Transactions is set out in the following table.

Table 8: Regis Share Trading History post the Proposed Transactions Announcement

			Closing share price Volume weighted Cumulative		As a % of
	High(\$)		Low(\$) Share price(\$)	Volume	issued capital
29/09/06 to 17/10/06	-0. 12	0 I D	0.11	13.485.279	1.94%
$P_{\text{in}}$ . $P_{\text{in}}$ . $P_{\text{in}}$ . $P_{\text{in}}$ . $P_{\text{in}}$ . $P_{\text{out}}$

Source: Bloomberg

The table above shows that subsequent to the Company's announcement on $77.$ 29 September 2006 the share price and volumes traded have been relatively stable. The total volume of shares traded in the period after the announcement of the Proposed Transactions represents approximately 1.94% of the total Regis' shares on issue.

Ownership Structure

The current ownership structure of Regis is as follows:

Table 9: Top 20 Holding

Ordinary Shares	30 September 2006
Total ordinary shares on issue	693.743.393
Top 20 shareholders – Ordinary Shares	562,263,993
Top 20 shareholders – percentage of ordinary shares on issue	81.05%

Source: Link Market Services

79 The spread of Regis shareholders as at 30 September 2006 is as follows:

No. of Ordinary
Range of Shares Held	Shareholders	No. of Shares	$\frac{6}{6}$
$1 - 1,000$	188	48,906	0.01
$1.001 - 5.000$	286	737.535	0.11
$5.001 - 10.000$	145	1,326,652	0.19
$10.001 - 100.000$	818	36,875,807	5.32
$100.001 -$ Over	261	654,754,493	94.37
Total	1.698	693,743,393	100.00

Table 10: Shareholder Spread

Source: Link Market Services

Effect of the Proposal on the Current Capital Structure

1. We are advised that the Proposed Call Option Transaction and the Proposed Put Option Transaction are stand alone transactions and neither transaction is interdependent on the other transaction being approved by shareholders. Accordingly, our assessment of the effect of the proposal on the current capital structure has been performed under three scenarios: i) should only the Proposed Call Option Transaction be approved, ii) should only the Proposed Put Option Transaction be approved, and iii) should the Proposed Transactions be approved.
1. The purpose of our assessment under the three scenarios above is to provide non-associated shareholders with an overview of the effect of the proposal on the Regis capital structure if only one of the proposals, either the Proposed Call Option Transaction or the Proposed Put Option Transaction, are approved, or the Proposed Transactions are both approved.
1. Our assessment on the current shareholding structure is based on $741,611,072$ issued shares, taking into account the issue of 47,867,679 shares on 6 October 2006.
1. Set out below is a table showing the pro forma capital structure of Regis implied by the three scenarios.

	Number of Shares
	Proposed Call Option Transaction	Proposed Put Option Transaction	Proposed Transactions
Current Number of Ordinary Shares	741,611,072	741.611.072	741,611,072
Shares Issued	207.185.527	187.908.211	395,093,738
Total shares on issue after approval	948,796,599	929.519.283	1,136,704,810

Table 11: Capital Structure

Effect of the Proposal on the Current Shareholding Structure

If only the Proposed Call Option Transaction is approved and 207.185.527 Regis shares are issued, the number of Regis shares and the relevant interest in Regis held by existing non-associated shareholders of Regis prior to and after approval

of the Proposed Call Option Transaction (assuming no options are exercised) is set out in the table below.

Pre Approval			After Approval
Number of Shares Held	Percentage of Total Issued Shares	Number of Shares Held	Percentage of Total Issued Shares
478,877,015	64.57%	478.877.015	50.47%

Table 12: Impact of Proposed Call Option Transaction on Non-Associated Shareholders in Regis

If only the Proposed Put Option Transaction is approved and 187,908.211 Regis shares are issued, the number of Regis shares and the relevant interest in Regis held by existing non-associated shareholders of Regis prior to and after approval of the Proposed Put Option Transaction (assuming no options are exercised) is set out in the table below

Table 13: Impact of Proposed Put Option Transaction on Non-Associated Shareholders in Regis

Pre Approval		After Approval
Number of Shares	Percentage of Total	Number of Shares	Percentage of Total
Held	Issued Shares	Held	Issued Shares
478,877.015	64.57%	478,877,015	51.52%

If the Proposed Transactions are both approved and 395,093,738 Regis shares are issued, the number of Regis shares and the relevant interest in Regis held by existing non-associated shareholders of Regis prior to and after approval of the Proposed Transactions (assuming no options are exercised) is set out in the table below.

Table 14: Impact of Proposed Transactions on Non-Associated Shareholders in Regis

Pre Approval		After Approval
Number of Shares	Percentage of Total	Number of Shares	Percentage of Total
Held	Issued Shares	Held	Issued Shares
478.877.015	-64.57%	478.877.015	42.13%

1. If the Proposed Transactions are approved, the Newmont Entity will hold 57.87% of the Regis issued share capital. Under the terms of the Formal Agreement, the Newmont Entity has the right to participate on a pro-rata basis in any future capital raising the Company may undertake. This has the potential to further dilute the shareholding of the existing non-associated shareholders, should they decide not to participate in any future capital raisings.
1. Regis has a number of listed and unlisted options on issue (refer to table 5) with exercise prices in the range of \$0.05 to \$0.20. Considering the current Regis share price, there is a significant probability that the 95,268,936 options with the exercise price of \$0.05 will be exercised.
1. If the Proposed Transactions are approved and 395,093,738 Regis shares are issued, the number of Regis shares and the relevant interest in Regis, held by

non-associated shareholders of Regis prior to and after approval of the Proposed Transactions, assuming the $95,268,936$ options with a \$0.05 exercise price are exercised, will result in issued shares increasing to some 1,232 million on a fully diluted basis as set out in the table below.

Table 15: Impact of Proposed Transactions on Non-Associated Shareholders in Regis

Pre Approval		After Approval and 5 cent options exercised
Number of Shares	Percentage of Total	Number of Shares	Percentage of Total
Held-	Issued Shares	Held	Issued Shares
478.877.015	64.57%.	574.145.981	46.60%

Table 16: Impact of Proposed Transactions on Newmont Interests

	Pre Approval	After Approval and assuming exercise of 5-cent options
Number of Shares	Percentage of Total	Number of Shares	Percentage of Total
Held	Issued Shares	Held	Issued Shares
262,734.027	35.43%	657,827,765	53.40%

VI. VALHATION METHODOLOGIES

$90 -$ The value of shares in a company or the value of a business is usually determined with regard to both asset values and the consistency and quality of earnings. There are four traditional methodologies for such a valuation. These are referred to as:
asset-based valuations;
$\blacksquare$ earnings valuations;
$\blacksquare$ discounted cash flow valuations; and
quoted market price valuation.
1. We have considered the relevance of each of these methodologies prior to undertaking our valuation.

Asset-based Valuations

1. In the absence of reliable forecasts for future cash flows or earnings, the net asset value of a company can be a reliable indicator of the minimum value for the company. This involves the determination of the net realisable value of the assets of the business or company assuming an orderly realisation of those assets. This value includes a reduction in value to allow for the reasonable costs of carrying out the sale of assets and for the time value of money. It is not a valuation on the basis of a forced sale, where the assets might be sold at values materially different from their fair market value.
1. This approach is appropriate where the business or company concerned is not generating adequate returns and in certain circumstances where there are surplus non-operating assets.

Earnings-based Valuation

1. This requires consideration of the following factors:
estimation of future maintainable earnings having regard to historic and $(a)$ forecast operating results, including sensitivity to key industry risk factors, future growth prospects, and the general economic outlook;
$(b)$ determination of an appropriate capitalisation rate which will reflect a purchaser's required rate of return, risks inherent in the business, future growth expectations and alternative investment opportunities; and
a separate assessment of surplus or unrelated assets and liabilities, being $(c)$ those items that are not essential to producing the estimated future earnings.

This methodology is a surrogate for a discounted cash flow valuation. It is typically employed where a company has mature operations with a history of profits and an expectation that these will be maintained at similar levels in the future.

Discounted Cash Flow Based Valuations

This methodology recognises the present value of net cash flows, which are expected to be derived from future activities. These future cash flows are discounted to current values by recognising both the risk of their receipt and the time value of money using a suitable discount rate. This methodology is generally the most appropriate method in the calculation of the value where there is adequate information about likely future cash flows, usually over a finite term.

Ouoted Market Price Valuation

An alternative valuation approach that can be used in conjunction with (or as a replacement for) any of the above methods is the quoted market price of listed securities. Where there is a ready market for securities such as the ASX, through which shares can be traded, recent prices at which shares are bought and sold can be taken as the market value per share. Such market value includes all factors and influences that impact upon the ASX. The use of ASX pricing is more relevant where a security displays regular high volume trading, creating a "deep" market in that security. Shares in a company normally trade at a discount to the underlying value of the company as a whole, reflecting the fact that portfolio shareholdings do not give such shareholders management control or direct access to cash flows. In the absence of a deep well informed market exhibiting good liquidity this method has significant limitations.

VH₁ VALHATION OF REGIS RESOURCES N.L.

Valuation Approach Adopted

We have considered the methodologies set out in Section VI above in the evaluation, which forms the subject of this report. The current circumstances of Regis mean that no earnings based methodology can be employed. Further, in the absence of long-term cash flow forecasts we do not consider it appropriate to employ a discounted cash flow methodology. Accordingly, we have considered the asset-based approach with particular emphasis on the Net Tangible Assets approach ("NTA") to be the most appropriate approach in valuing Regis. As a secondary approach, we have considered a market based assessment of the historical share price of Regis as a crosscheck to our primary methodology emploved.

Net Tangible Assets Approach

1. We have assessed the value of Regis shares prior to the Proposed Transactions by reference to the value of the underlying net assets of Regis having regard to:
$\blacksquare$ the value of Regis' mineral exploration properties as assessed by AMC; and
the value of other sundry net assets of Regis on a going concern basis.
1. The AMC report, which assesses the fair market value of the exploration interests of Regis, is attached as Appendix C to our report. A summary of that report is noted in Section X below.
1. Evaluation of mineral prospects without well-defined resources or reserves is particularly difficult and subjective, and relies upon the experience and judgement of the valuer. AMC has used assumptions and source data that it believes are reasonable and appropriate.
$101 -$ The AMC assessment reflects the potential of Regis' exploration interests and where relevant is supported by either comparable market transactions or other indicators of value.
$102 -$ We have not assessed the impact of potential royalty payments as the net royalty payable by Regis under agreements in place is immaterial and the lack of sufficient reliable data to estimate future production, if any, and the level of reserves held does not enable the value to be quantified with any certainty.
1. The principal assets of Regis are investments in associates, which consists of Regis' investment in Newmont Duketon (49%) and the DJVs (20%). In assessing the value of the investments in associates we have considered the value of mineral exploration properties prepared by AMC. AMC conclude that the value of Regis' ownership in Newmont Duketon and the DJVs and Regis interests outside the DJVs to be in the range of \$18.4 million to \$29.3 million with a preferred value of

\$23.9 million. We have adopted the preferred value of \$23.9 million in our valuation of Regis' shares.

1. The other assets and liabilities in Regis' statement of financial position are not material and for the purpose of this report we have adopted the book value in Regis' statement of financial position as at 31 August 2006 as fair market value.
1. We are advised that the issue of 47,867,679 shares at an issue price of \$0.10 per share on 6 October 2006 has been completed. Accordingly, for valuation purposes, the Regis' net tangible assets set out in table 15 below comprises the net assets as at 31 August 2006 and the proceeds of the recent issue to give a net asset total of \$47.378 million, and shares on issue of 741,611,072 shares.
1. The table below sets out the pro-forma net tangible asset position of Regis at 31 August 2006 and the adjustments that we have considered in determining the market value of Regis net tangible assets.

	Unaudited
	31 August 2006
	\$'000
Net Tangible Assets – Regis	47.378
Adjustment:
Less Capitalised Exploration and Evaluation Expenditure	(437)
Less Investment in Associates	(40, 288)
Add AMC valuation of Regis mineral assets	23,900
Adjusted Net Tangible Assets	30,553

Issued Shares	741,611.072
Net Tangible Asset per share (cents)	4.1

Table 17: Net Tangible Assets Position of Regis

Summary of Value per Share

Based on 741,611,072 fully paid ordinary shares on issue, the net tangible assets per share prior to the completion of the Proposed Transactions are 4.1 cents. We have not reflected in this value the effect of the exercise of any options. If the options on issue with an exercise price of 5 cents were to be exercised, the net assets per share would increase to 4.2 cents per share.

Table 18: Net Tangible Assets per Share - Post the exercise of 5 cent Options

	Unaudited 31 August 2006 \$'000
Adjusted Net Tangible Assets	30,553
Exercised of Options (95,268,936 options with an exercise price of \$0.05)	4,763
Total Adjusted Net Tangible Assets - Post Exercise of Options	35.316
No. of Shares on Issue	836,880,008
Net Tangible Assets per Share (cents)

Ouoted Market Share Price

The weighted average share price during the past twelve months was \$0.12. We 108. refer you to the detailed review of the recent share price history in Section V above. We note that this represents a significant premium over the net asset per share value of 4.1 cents assessed above. A share-trading premium of this magnitude over net asset value is not unusual for shares in mining exploration companies where there exists considerable potential for upside from exploration activities.
1. We have determined the net tangible asset per share value to be a more appropriate measure than the quoted market price in determining the value of the consideration being offered under the Proposed Transactions for the following reasons:
The Company is effectively trading a parcel of shares in return for a greater entitlement in the DJVs. The assessment of value for the assets to be acquired and the consideration to be paid should therefore be completed on a consistent basis and the adoption of net tangible assets per share approach achieves this outcome.
The Regis share price is trading at a significant premium to the net tangible assets value per share. This is not unusual in a mining exploration company and also reflects significant recent mineral discoveries on tenements in the region bordering those held by Regis.
If Regis offered an on-market placement of shares of the size being offered under the Proposed Transaction, it is highly likely that the placement would be priced at a discount to the market price. This is evidenced by recent issues of smaller parcels at \$0.10 per share. This is consistent with the experience of many companies who have had to offer a discount to successfully raise large amounts of equity.
The recent share price trading range reflects only limited trading volumes and may not reflect the fair market value at which a significant level of shares could be traded.
Underlying mineral prices and many mining company share prices have been trading at record high levels reflecting the worldwide resources boom that has been experienced over the past 2 years.
1. Based on the above factors, and using a net tangible asset approach, we consider that a fair value to attribute to Regis' shares is 4.1 cents per share.

Control Premium

We have considered the issue of whether any control premium should be included in the amount being paid in the Proposed Transactions for shares in Regis. Typically, a control premium (defined as the higher price paid for a controlling shareholding relative to the price paid or likely to be paid for a minority shareholding) is paid where an offer is made to acquire more than $50\%$ of a company's shares. Currently the Newmont Entity holds 35.43% of Regis' shares. Although the Newmont Entity holds less than 50%, it is the largest

shareholder in the Company. Under the Proposed Transactions, the Newmont Entity will increase its shareholding in Regis to approximately 57.87%. Notwithstanding that the Newmont Entity has advised that it does not intend to seek a position on the board of Regis, we note that the Newmont Entity will be in a position to exercise control over the Company in the future.

1. The non-associated shareholders, whilst being diluted as a Regis shareholder, continue to hold a similar holding in the underlying mining tenements by virtue of Regis increasing its ownership of the DJVs.
1. We note that under the Proposed Transactions Regis is moving from a 49% shareholding to a 100% shareholding in Newmont Duketon. In our assessment of value of Newmont Duketon (refer Section VIII) we have adopted an asset based approach and have not separately incorporated a premium for control. On this basis, to ensure consistency and comparability of the assets to be acquired and the shares to be issued by Regis, in these circumstances we do not consider a control premium to be applicable in our assessment of the value of Regis shares.

VIII PROFILE OF NEWMONT DUKETON PTY LTD

Corporate Background

1. Currently Newmont Duketon is 51% owned by the Newmont Entity and 49% owned by Regis.
1. Regis and Newmont Duketon are partners in the DJVs covering over 2,000 km of tenements that are prospective for gold and nickel mineralisation in the north Laverton region of the Eastern Goldfields of Western Australia.
1. Newmont Duketon holds an 80% interest in the DJVs while Regis holds the other 20% and acts as Joint Venture manager of the DJVs.

Financial Position

$117.$ We have been provided with a summary of Newmont Duketon's statement of financial position as at 30 June 2006. We have been advised that all of the balances in the Newmont Duketon statement of financial position are related to the operations of the DJVs.
1. The following table sets out the statement of financial position of Newmont Duketon as at 30 June 2006.

Table 19: Net Assets of Newmont Duketon

	30 June 2006 \$'000
Total Assets	20,427
Total Liabilities	2.605
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, NET TANGIBLE ASSETS	17,822
Source: Newmont Duketon as at 30 June 2006 (un-audited) adjusted by Regis for Regis Accounting policies.

We are advised that pursuant to the Formal Agreement and subsequent to the acquisition of 49% of Newmont Duketon shares by the Company in February 2006, the only operation remaining in Newmont Duketon are the DJVs. Accordingly, the net tangible assets of Newmont Duketon represent 80% of the net tangible assets of the DJVs.

$\mathbf{I} \mathbf{X}$ VALHE OF NEWMONT DUKETON PTY LTD

Valuation Approach Adopted

$120.$ We have considered the methodologies set out in Section VI above. We have been advised that the only asset held by Newmont Duketon is its interest in the DJVs. Therefore, in order to value Newmont Duketon, we have attributed a value to its interest in the DJVs.

Calculation of Value of Newmont Duketon

$121 -$ We have assessed the value of Newmont Duketon shares having regard to the value of its interest in the DJVs as assessed by AMC.
$122.$ AMC has assessed the total value of the DJVs to be \$30.1 million to \$47.9 million. Newmont Duketon owns an 80% interest in the DJVs. Accordingly, the value of Newmont Duketon's interest in the DJVs has been assessed in the range of \$24.1 million to \$38.3 million with the preferred value of \$31.2 million. We have adopted the preferred value of \$31.2 million in assessing the value of Newmont Duketon.
1. The AMC report, which assesses the fair market value of the exploration interests of Newmont Duketon, is attached as Appendix C to our report. A summary of that report is noted in Section X below.
$124.$ Evaluation of mineral prospects without well-defined resources or reserves is particularly difficult and subjective, and relies upon the experience and judgement of the valuer. AMC has used assumptions and source data that it believes are reasonable and appropriate.
$125.$ The AMC assessment reflects the potential of Newmont Duketon's exploration interests and where relevant is supported by either comparable market transactions or other indicators of value.
1. We are advised that there has been no significant change in the value of the assets or liabilities of Newmont Duketon in the period from 30 June 2006 to the date of our report.

For the purpose of our report, we have adopted the AMC preferred mineral asset value for the mining tenements held by Newmont Duketon. The following table shows the net tangible asset value of Newmont Duketon as at 30 June 2006 after taking into account the AMC mineral asset valuation.

Table 20: Newmont Duketon's Net Tangible Assets as at 30 June 2006

	Unaudited
	30 June 2006
	\$000
	High
Net Assets – Newmont Duketon	17,822
Less Mine Properties (at cost)	(20, 427)
Add AMC valuation of DJVs assets	31,200
Revised Net Tangible Asset value	28.595

Based on the net tangible asset approach, we consider that a fair value to attribute to Newmont Duketon is \$28.6 million.

$\mathbf{x}$ EXPLORATION AND PROJECT REVIEW

Summary of AMC Consultants Pty Ltd Report

1. Regis is a mineral exploration company whose present assets are all close to Laverton and Leonora to the north of Kalgoorlie in the Yilgarn region of Western Australia. All of the assets represent exploration tenements held over greenstone rocks of Archaean age. The tenements are prospective for gold, nickel and possibly base metals.
$130 -$ Most of the tenements and most of the value associated with them are within a joint venture north of Laverton covering the Duketon greenstone belt, which includes the sub-project areas Collurabbie and Burtville. Regis, under its former name Johnson's Well Mining NL ("JWM"), has been focused on exploration in this area since 1994 and has acquired numerous interests, both 100% owned and in joint venture. One of these interests is the Rosemont gold deposit, which initially showed potential to be of a size and grade adequate to mount a new mining and treatment operation.
$131 -$ JWM entered into two joint ventures and a funding agreement with Normandy Mining Limited ("Normandy") in late 1998, one joint venture concerning Rosemont and a second one, the Duketon Region Joint Venture, concerning the other tenements, which were sub-divided into 100% owned Part A tenements and Part B tenements under joint venture with third parties.
In 2002, Normandy was acquired by Newmont Mining Limited, at which time 132. its wholly owned subsidiary Newmont Duketon acquired an 80% interest in the Rosemont Duketon Joint Venture and Duketon Region Joint Venture. Currently Regis has a direct and indirect 59.2% contributing interest in the Duketon Region Joint Venture and Rosemont Duketon Joint Venture.
$133.$ Some of the tenements within the Duketon Region Joint Venture have been handed back to Regis by Newmont Duketon. In addition, Regis holds various project interests south of the Duketon Region Joint Venture area nearer to Leonora.
$134.$ After Newmont Mining Limited acquired Normandy, Newmont Duketon reestimated resources for the Rosemont Duketon Joint Venture and for a number of other smaller gold projects in the vicinity. It carried out preliminary mining optimisation work on those resources as well as some further exploration. Generally Newmont Duketon's work downgraded the resource estimates and indicated that none of the resources existing at the time of its entry, either alone or in combination could support the initiation of a new mining and treatment operation in the area at then current gold prices. In particular, its work indicated that the economics of Rosemont were at best marginal at that time.
$135.$ Exploration by Newmont Duketon since its involvement has resulted in the delineation of a near-surface, low-grade, gold-in-laterite resource at Moolart Well within the Duketon Region Joint Venture and, as well, potential for

significant possibly economic oxide and primary mineralisation below the laterite. AMC reviewed that work in May 2004 and concluded that there was reasonably good potential for an economic operation based either on the laterite resource alone or the laterite plus some of the underlying mineralisation. For that reason. AMC concluded that some of the other resources in the area had potential economic value and that it was premature to disregard all of the Rosemont resource for potential mining.

1. Since AMC's last review in May 2004, the Duketon Region Joint Venture has carried out considerable work at Moolart Well, including extensive drilling, a revised mineral resource estimate, processing testwork and preliminary pit optimisation. It is continuing to drill and is planning further optimisation studies and bulk sampling to establish crushing and grinding characteristics.
$137 -$ Regis has also continued its exploration programme for nickel with particular emphasis on Collurabbie.
1. AMC has reviewed that additional work and re-estimated project values. None of the resources are at a stage that reasonably definitive economic projections can be made. AMC has valued all of the interests as exploration projects using as many usual approaches to valuation as it can before concluding a range for each project, which it considers to reasonably reflect Technical Value. Much of the value derives from the use of unit values per contained ounce of gold in resource or Yardstick Values.
1. AMC concludes as at August 2006 a value of Regis' 59.2% ownership in the DJVs of \$23.2 million, and a value of other joint ventures outside DJVs of \$0.7 million giving a total value of Regis' exploration tenements of \$23.9 million.
1. AMC concludes a value for Newmont Duketon's mineral assets at August 2006 based on its 80% interest in the DJVs of \$31.2 million.
$141.$ AMC recognises that the recent discovery of significant nickel sulphide mineralisation near Collurabbie and of significant gold mineralisation near Burtville could, at the date of this report, justify a share market premium to its However, beyond noting that it is reasonable that Technical Valuations. investors may consider such a premium, it has not attempted to quantify it. It also notes that there has been a significant increase in the last eighteen months in indices used to follow trends in share market value of exploration companies in Australia.
$142.$ A copy of the AMC report is attached at Appendix C. The AMC report notes that a number of the tenements have plaints registered; such plaints can result in the tenements being cancelled if appropriate remedial action by Regis does not occur.

XT ASSESSMENT OF WHETHER THE PROPOSED TRANSACTIONS ARE FAIR AND REASONABLE TO¹ THE NON-ASSOCIATED SHAREHOLDERS

$143.$ In assessing whether we consider the Proposed Transactions are fair and reasonable, we have considered the following factors:
A comparison of the value of the consideration offered under the Proposed Call Option Transaction and Proposed Put Option Transaction to the value of the assets acquired;
if the Regis shareholders do not approve the Proposed Transactions. Regis will be required to issue shares to raise an equivalent cash payment to fund the exercise of the call and put options:
The effect on the value of the non-associated shareholders shareholding in the Company;
The weighted average trading price of \$0.12 for the shares over the past 12 months; and
The issue price for ordinary shares issued by Regis over the past 12 months of \$0.10 per share.
1. Table 21 summarises our comparison of the value of the Regis shares to be offered as consideration to the value of the additional shareholding in Newmont Duketon to be acquired.

		Table 21: Valuation Comparison
--	--	---------------------------------------

	Proposed Call Option Transaction	Proposed Put Option Transaction	Proposed Transactions
Net Asset Value per Regis share pre Proposed	4.1	4.1	4.1
Transactions (cents)
No of shares to be issued as consideration	207.185.527	187,908,211	395,093,738
Value of shares to be issued under the Proposed	8.495	7.741	16,199
Transaction (\$'000)
Value of Newmont Duketon (\$'000)	28.595	28.595	28,595
$\%$ Newmont Duketon Pty Ltd acquired $(\%)$	26%	25%	51%
Value of assets to be acquired (\$'000)	7.435	7.149	14.583

In determining whether or not the Proposed Call Option Transaction and the Proposed Put Option Transaction are fair and reasonable to non-associated shareholders, we have also assessed the impact of the Proposed Call Option Transaction and the Proposed Put Option Transaction on the value of their shareholding. In these circumstances, where the offer is not being made to nonassociated shareholders, the consideration offered under the Proposed Call Option Transaction and the Proposed Put Option Transaction are only relevant to the extent that it affects the Company and the value of their shareholding. The impact of the Proposed Call Option Transaction and the Proposed Put Option Transaction on non-associated shareholders is summarised in Table 22.

	Pre Transaction \$200	Post Proposed Call Option Transaction \$3000	Pro Forma Post Proposed Put Option Transaction \$'000	Post Proposed Transactions \$'000
Net Tangible Assets - Regis	47.378	47,378	47,378	47,378
Adjustment:
Less capitalised exploration and evaluation	(437)	(437)	(437)	(437)
expenditure
Less investment in associates	(40, 288)	(40, 288)	(40, 288)	(40, 288)
Plus AMC valuation of Regis mineral assets	23,900	23,900	23,900	23,900
Plus Value of additional interest in		7,435	7,149	14,583
Newmont Duketon to be acquired
Revised Net Asset value	30,553	37,987	37,702	45,136
Shares on offer (pre transaction)	741,611,072	741,611,072	741,611,072	741,611,072
Shares issued under Proposed Transactions		207,185,527	187,908,211	395,093,738
Shares on offer (post Proposed	741,611,072	948,796,599	929,519,283	1,136,704,810
Transactions )
Net asset value per share (cents)	4.1	4.0	4. I	4.0

Table 22: Impact of Proposed Call Option Transaction, Proposed Put Option Transaction and Proposed Transactions on Non-Associated Shareholders

$146.$ We note that our analysis has assumed that no options are exercised (either prior to or subsequent to the completion of the transactions). There are currently 174,155,245 options outstanding of which 95,268,936 have an exercise price of 5 cents. We have also assessed the impact of the Proposed Call Option Transaction and Proposed Put Option Transaction on non-associated shareholders assuming the 5 cent options are exercised. This is summarised in Table 23.

Table 23: Impact of Proposed Transaction on Non-Associated Shareholders (after 5 cents options exercised)

	Pre. transaction \$000	Post Proposed Call Option transaction \$000	Pro Forma Post Proposed Put Option transaction \$000	Post Proposed Transactions \$000
Revised Net Asset value per Table 22	30,553	37.987	37,702	45,136
Adjustment:
Plus proceeds of share options exercised	4.763	4,763	4,763	4,763
Revised Net Assets value	35,316	42,750	42,465	49,899
Shares on offer (pre options and pre transactions)	741,611,072	741.611,072	741.611,072	741,611,072
Shares issued under Proposed Transactions		207, 185, 527	187,908,211	395,093,738
Shares issued on 5 cent options	95,268,936	95,268,936	95,268,936	95,268,936
Shares on offer (post options and Proposed Transactions)	836,880,008	1,044,065,535	1,024,788,219	1,231,973,746
Net asset value per share (cents)	4.2	4.1	4. I	4. I

$147$ We note that our analysis in Tables 22 and 23 identify that under the Proposed Call Option Transaction and Proposed Put Option Transaction, the net tangible assets per share will not differ materially.
1. Notwithstanding that the Proposed Call Option Transaction and the Proposed Put Option Transaction are stand alone transactions and neither transaction is interdependent on the other transaction being approved by shareholders, we consider that the effect of the Proposed Transactions to the non-associated shareholders will be largely the same. Accordingly, we have assessed the advantages and disadvantages of the Proposed Call Option Transaction and the Proposed Put Option Transaction as one transaction in our assessment of whether the Proposed Transactions are fair and reasonable.

Advantages and Disadvantages of the Proposed Transactions Proceeding

1. The advantages of the Proposed Transactions proceeding can be summarised as:
Regis will become a 100% shareholder in Newmont Duketon and therefore be in a position to control the activities of Newmont Duketon and the DJVs Management Committee.
Regis will effectively own a 100% interest in the DJVs, providing the Company with increased exploration leverage and the opportunity to grow the Company. Accordingly, Regis will have control over its future operations. In the event the exploration proves successful, this right could be of significant value to Regis, and therefore its shareholders.
The Proposed Transactions will simplify the structure and control of the DJVs which may be of assistance to future debt or equity raisings completed by the Company. Further, as Regis will control the activities of the DJVs if the Proposed Transactions are approved, it will be able to proceed with exploration activities without the requirement or delays previously experienced in obtaining the Newmont Entity's approval.
The transaction will increase the Newmont Entity's shareholding in Regis. The increased shareholding of a large, financially creditable shareholder such as the Newmont Entity is expected to further strengthen Regis' share registry, and result in the Company being more attractive to investors and lenders in the future. Further, the increased alliance with the Newmont Entity is also expected to result in the Company continuing to gain priority access to drilling contracts and other technical skills and experience.
The Newmont Entity will have the right to participate on a pro-rata basis in any future capital raising undertaken by Regis. This is expected to enhance the Company's access to additional funding, not only for the requirements of the DJVs, but also for projects outside the DJVs. Access to additional funding will enable the Company to continue to meet exploration commitments and exploit tenements held.

$150₁$ The disadvantages to non-associated shareholders should the Proposed Transactions proceed can be summarised as:
That their shareholding in the Company will be significantly diluted. The non-associated shareholders currently have a shareholding of approximately 64.57% in the Company. Under the Proposed Transactions, the interests of the non-associated shareholders will be reduced to approximately 42.13%. Furthermore, given the Newmont Entity's right to participate in future capital raisings and the fact that additional capital is expected to be required to be raised to fund additional exploration commitments in the future, the interests of the non-associated shareholders could be further diluted if they chose not to participate in future capital raisings.
Under the Proposed Transactions, the Newmont Entity will be issued $\blacksquare$ with shares bringing its total shareholding in the Company to $57.87\%$ . The Newmont Entity has advised that it does not intend to seek a position on the board of Regis, however, under the Proposed Transactions, a significant level of control will pass to the Newmont Entity and it will have the ability to appoint directors in the future if it chooses to.
The increased effective interest in the DJVs resulting from the completion of the Proposed Transactions will also increase the Company's exposure to the risks associated with the DJVs including exploration, economic and commercialisation risks. This may not suit the investment objectives or desired risk profile of some of the nonassociated shareholders.

Advantages and Disadvantages of the Proposed Transactions not Proceeding

$151.$ The advantages of the Proposed Transactions not proceeding can be summarised as:
$\blacksquare$ There will be no dilution in the shareholding of non-associated shareholders.
Newmont will have less control over Regis, however we note Newmont Duketon will continue to control the day to day operations via the DJVs Management Committee.
1. The disadvantages of the Proposed Transactions not proceeding can be summarised as:
The non-associated shareholders will forgo the increased exposure to the ¥ exploration potential within the DJVs.
The Company will forgo the opportunity to gain control of Newmont Duketon and the DJVs Management Committee.

Conclusion

After considering all of the factors summarised above including the advantages and disadvantages of whether the Proposed Call Option Transaction and Proposed Put Option Transaction proceeds or not, on balance, we consider each transaction on a stand alone basis to be fair and reasonable, and further consider the Proposed Transactions are fair and reasonable to the nonassociated shareholders and they will be better off if they occur.

APPENDIX A

Oualifications

Benson is owned by Benson Partners, a Melbourne based firm of Chartered Accountants. Benson holds an Australian Financial Services Licence under the Act and, as such, is licensed to provide advice on security related matters.

Phillip Rundle B COM, FCA, GAICD, F.Fin and Paul Marshall, BA, MA, CA, representatives of Benson, are responsible for the preparation of this Report. They have extensive experience in the preparation of corporate valuations and the provision of corporate financial advisory services to corporations involved in takeovers, capital raisings and mergers and acquisitions.

Independence

We have considered our independence from the Company and related parties, having regard to ASIC Practice Note 42, and we do not consider that there are any circumstances which conflict with our independence from the Company that hinder our ability to provide objective independent advice.

Neither Benson, nor the authors of this report have, at the date of this Report, or have had within the previous two vears, any shareholding in or other relationship with either the Company or related parties that could reasonably be regarded as being capable of affecting its ability to provide an unbiased opinion in relation to the Proposed Transaction.

Neither Benson nor the authors of this report have any interest in the outcome of the Proposed Transaction. Benson is entitled to receive a fee of approximately \$25,000 from the Company based on normal professional hourly rates for the time taken in respect of the preparation of this report. The fee will be paid regardless of whether or not the Proposed Transaction is approved by shareholders.

Indemnity

The terms of Benson's appointment include a provision that Regis will indemnify Benson, its employees, officers and agents against any claim, liability, loss or expense, cost or damage and liabilities arising out of reliance on any information or documentation provided by Regis which is false or misleading or incomplete.

Consent

Benson has consented in writing to this Report in the form and context in which it appears being included in the Explanatory Statement which will be issued by the directors of Regis and which will be distributed to Regis shareholders.

Neither the whole nor any part of this Report nor any reference to it may be included in or with or attached to any other document, circular, resolution, letter or statement without the prior consent of Benson as to the form and content in which it appears.

APPENDIX B

Sources of Information relied upon in this Report

In preparing this report and arriving at our opinion, we have considered, amongst others, the following sources of information:

ASX Announcements;
Regis Company website, www.regisresources.com; $\blacksquare$
Regis' 2006 audited annual reports; $\blacksquare$
Regis' Management Accounts to 31 August 2006 (unaudited); $\blacksquare$
Regis' Audit Committee Paper concerning accounting for joint ventures for year $\blacksquare$ ended 30 June 2006:
Historical share price and liquidity data from Bloomberg in relation to Regis;
Regis share registry reports prepared by Link Market Services $\blacksquare$ $(30$ September 2006);
A draft Notice of Meeting and Explanatory Statement to be sent to shareholders in respect of the Proposed Transaction;
Newmont Duketon management accounts as at 30 June 2006;
Workpaper of Newmont Duketon statement of financial position as at 30 June 2006 prepared by Regis Managment;
Deed Relating to Exercise of Put Option between Newmont Australia Ltd, Newmont NGL Holding Pty Ltd, Newmont Capital Pty Ltd and Regis Resources NL; and
Regis Resources NL Review and Re-valuation of Mineral Assets prepared by AMC dated 17 October 2006

APPENDIX C

Review and Re-valuation of Mineral Assets of Regis Resources NL by AMC, dated 17 October 2006. (Refer to attachment)

AMC Consultants Pty Ltd

ABN 58 008 129 164

REVIEW AND RE-VALUATION OF MINERAL ASSETS

REGIS RESOURCES NL

AMC 106067 October 2006

Level 19, 114 William Street MELBOURNE VIC 3000 AUSTRALIA

Telephone +61 3 8601 3300
Facsimile +61 3 8601 3399

Ground Ffoor, 9 Havelock Street PERTH WA 6005

Level 8, 135 Wickham Terrace
BRISBANE GLD 4000 AUSTRALIA

Telephone +617 3839 0099
Facemee +617 3839 0077 Facement

www.amcconsultaris.com.ap

Facsimile

Telephone +61 8 9481 6611
Facsimile +61 8 9481 6622

1			SUMMARY
2			SCOPE OF WORK AND VALUATION METHODOLOGY
	2.1		Scope of Work
	$2.2\phantom{0}$		Valuation Methodology
	2.3		Standard Assumptions
3			INTRODUCTION
	3.1		Background
4			DUKETON AREA - NEWMONT DUKETON JOINT VENTURE TENEMENTS 12
	4.1		Introduction
	4.2		Collurabbie Project
		4.2.1	Introduction
		4.2.2	Deleta Joint Venture (E38/423, 1307, 1308 and MLAs) 17
		4.2.3	Top Well (E38/241,510,511, PLA and MLAs)19
		4.2.4	Gerry's Well (E38/1021, M38/903, 904, 925 Plus MLAs Over the Same Area)
		4.2.5	Part A areas (E38/464, 465, 1135, 1182, 1314, 1412, 1413, 1436, 1596, 1597 and Applications for ELs and MLs) 19
		4.2.6	Summary of Valuation
	4.3		Duketon Central Project
		4.3.1	Introduction
		4.3.2	Part B Areas
		4.3.3	Rosemont Joint Venture (M38/343, 237, 344, 250, 319) 27
		4.3.4	Part A Areas
	4.4		Burtville Project
		4.4.1	Mt Zephyr (E37/706, E39/898, 899 and 924)44
		4.4.2	Burtville (E38/1112(P), 1113(P), 1114(P), 1115(P), 1105(P), 1199, P38/2993)
	4.5		Welcome Well (E37/664)
	4.6		Summary
5			REGIS INTERESTS WITHIN DRJV JOINT VENTURE AREA46
	5.1		Camel Hump (E38/1146, several ELAs and MLAs)
	5.2		Mt Mabel ………………………………………………………………………………………………
	5.3		Christmas Well
	5.4		0ther
	5.5		Summary
6			NON-DRJV PROJECTS, LAVERTON AND LEONORA AREA 47
	6.1		Burley Well
	6.2		Copper Well Joint Venture
	6.3		Melita (P40/1066, 1091 and Applications for Es and Ms) 47
	6.4		Kowtah (P39/4070-79)
	6.5		Summary
7			SUMMARY OF TECHNICAL VALUES
8			PREVIOUS VALUATIONS

KON

9 RISKS
10 SOURCES OF INFORMATION
11 QUALIFICATIONS

FIGURES

Figure 3.1	Location of Regis Tenements
Figure 4.1	Duketon, Laverton and Leonora area, Regional Geology 13
Figure 4.2	Collurabbie and Duketon Central Tenements Showing Part B Joint Ventures and Part A Areas
Figure 4.3	Collurabbie Project Prospects
Figure 4.4	Rosemont Plan
Figure 4.5	Cross Section of Rosemont 789 60N
Figure 4.6	Plan of Moolart Well Prospect
Figure 4.7	Moolart Well Laterite Zone Grade/Thickness Contours 37
Figure 4.8	Moolart Well Saprolite Zone Grade/Thickness Contours 38
Figure 4.9	Moolart Well Optimisation Outlines
Figure 4.10	Moolart Well - Section 6944300N

TABLES

Table 1.1	Summary of Technical Valuation, Regis Interest in DRJV 59.2%2
Table 1.2	Summary of Technical Valuation, Regis Interest in DRJV 80% 3
Table 4.1	Significant Gold Intercepts, Deleta Joint Venture
Table 4.2	Significant Base Metal Intercepts, Western Ultramafic Zone 18
Table 4.3	Moolart Well Resource Estimate at March 2006
Table 4.4	Moolart Well Metallurgical Results
Table 4.5	Significant Blenheim Saprolite Zone Intersections
Table 4.6	Significant Saprolite Zone Intersections
Table 7.1	Summary of Technical Valuation
Table 7.2	Summary of Technical Valuation, Regis Interest in DRJV 80% 50
Table 8.1	Comparison of 1999, 2004 and 2005 Technical Valuation Estimates ¹ 51

APPENDICES

APPENDIX A REFERENCES

APPENDIX B SPECIALIST REPORT ON TENEMENTS
APPENDIX C COMPARABLE TRANSACTIONS
APPENDIX D GLOSSARY

Distribution list:

2 copies to	Mr Peter Lee, Regis Resources NL
2 copies to	Mr P Rundle, Benson Partners
1 copy to	AMC Melbourne office

QUALITY CONTROL
The signing of this statement confirms this report has been prepared and checked in accordance with the AMC Peer Review Process. AMC's Peer Review Policy can be viewed at www.amcconsultants.com.au.
Project Manager
17 October 2006 P R Stephenson Signed Date
Peer Reviewer
G R Applelyard	R Oppleywood. Signed	17 October 2006 Date

IMPORTANT INFORMATION ABOUT THIS REPORT Currency

Confidentiality

This document and its contents are confidential and may not be disclosed, copied, quoted or published unless AMC Consultants Pty Ltd ("AMC") has given its prior written consent.

AMC accepts no liability for any loss or damage arising as a result of any person other than the named client acting in reliance on any information, opinion or advice contained in this document.

This document may not be relied upon by any person other than the client, its officers and employees.

Information

AMC accepts no liability and gives no warranty as to the accuracy or completeness of information provided to it by or on behalf of the client or its representatives and takes no account of matters that existed when the document was transmitted to the client but which were not known to AMC until subsequently.

This document supersedes any prior (whether interim documents or otherwise) dealing with any matter that is the subject of this document.

Recommendations

AMC accepts no liability for any matters arising if any recommendations contained in this document are not carried out, or are partially carried out, without further advice being obtained from AMC.

Outstanding Fees

No person (including the client) is entitled to use or rely on this document and its contents at any time if any fees (or reimbursement of expenses) due to AMC by its client are outstanding. In those circumstances, AMC may require the return of all copies of this document

$\blacksquare$ SUMMARY

Regis Resources NL ("Regis") is a mineral exploration company whose present assets are all close to Laverton and Leonora to the north of Kalgoorlie in the Yilgarn region of Western Australia. All of the assets represent exploration tenements held over greenstone rocks of Archaean age. The tenements are prospective for gold, nickel and possibly base metals.

Most of the tenements and most of the value associated with them are within a joint venture area north of Laverton covering the Duketon greenstone belt, which includes the sub-project areas Collurabbie and Burtville. Regis, under its former name Johnson's Well Mining NL ("JWM") has been focussed on exploration in this area since 1994 and has acquired numerous interests, both 100% owned and in joint venture. One of these interests is the Rosemont gold deposit, which initially showed potential to be of a size and grade adequate to mount a new mining and treatment operation.

JWM entered into two joint ventures and a funding agreement with Normandy Mining Limited ("Normandy") in late 1998, one joint venture concerning Rosemont and a second one, the Duketon Region Joint Venture ("DRJV"), concerning the other tenements which were sub-divided into (i) 100% owned Part A tenements and (ii) Part B tenements under joint venture with third parties.

In 2002, Normandy was acquired by Newmont Mining Limited ("Newmont"), at which time its wholly owned subsidiary Newmont Duketon Pty Ltd acquired an 80% interest in the Rosemont joint venture and the DRJV. At the date of this report, Regis has a direct and indirect 59.2% contributing interest in the DRJV. It also has a 59.2% in the Rosemont Duketon Joint Venture. Subsequent to the essential completion of this report, Regis exercised a call option, taking its direct and indirect interest to 80%. An issue of shares pursuant to exercising the call option will be subject to shareholder approval.

Some of the tenements within the DRJV have been handed back to Regis by Newmont Duketon. In addition Regis holds various project interests south of the DRJV nearer to Leonora.

After Newmont acquired Normandy, Newmont Duketon re-estimated resources for Rosemont and for a number of other smaller gold projects in the vicinity. It carried out preliminary mining optimisation work on those resources as well as some further exploration. Generally Newmont Duketon's work downgraded the resource estimates and indicated that none of the resources existing at the time of its entry, either alone or in combination could support the initiation of a new mining and treatment operation in the area at then current gold prices. In particular, its work indicated that the economics of Rosemont were at best marginal at that time.

Exploration by Newmont Duketon since its involvement has resulted in the delineation of a near-surface, low-grade, gold-in-laterite resource at Moolart Well within the DRJV and, as well, potential for significant possibly economic oxide and primary mineralisation below the laterite. AMC Consultants Pty Ltd ("AMC") reviewed that work in May 2004 and concluded that there was reasonably good potential for an economic operation based either on the laterite resource alone or the laterite plus some of the underlying mineralisation. For that reason. AMC concluded that some of the other resources in the area had potential economic value and that it was premature to disregard all of the Rosemont resource for potential mining.

In the eighteen months since that review, the joint venture has carried out considerable work at Moolart Well, including extensive drilling, a revised mineral resource estimate. processing testwork and preliminary pit optimisations. It is continuing to drill and is planning further optimisation studies and bulk sampling to establish crushing and grinding characteristics.

Regis has also continued its exploration programme for nickel with particular emphasis on Collurabbie.

For this report. AMC has reviewed that additional work and re-estimated project values.

None of the resources are at a stage that reasonably definitive economic projections can be made, although Moolart Well is approaching the stage where such projections may be appropriate. AMC has valued all of the interests as exploration projects using as many usual approaches to valuation as it can before concluding a range for each project which it considers to reasonably reflect Technical Value. Much of the value derives from the use of unit values per contained ounce of gold in resource or Yardstick Values.

AMC's Technical Valuation is summarised below. The Moolart Well project is included in the Duketon Central Part A East sub-project area.

Project	Combined Newmont Duketon-Regis Value \$000	Newmont Duketon Value $(40.8\%)$ \$000	Regis Value (59.2%) \$000
Collurabbie	3,500 to 4,500	1,430 to 1,840	2.070 to 2.660
Duketon Central
Part B	2,560 to 3,790	1.040 to 1,550	1,520 to 2,240
Rosemant	5,500 to 9,300	2,240 to 3,800	3,260 to 5,500
Part A West	460 to 670	190 to 270	270 to 400
Part A East	17,160 to 28,270	7,000 to 11,530	10,160 to 16,740

Burtville	930 to 1,400	380 to 570	550 to 830
Total JV areas	30,110 to 47,930	12,280 to 19,560	17,830 to 28,370
100% Regis Projects in DRJV Area	55 to 85		55 to 85
Regis Interests outside DRJV Area	500 to 800		500 to 800
Total (rounded) \$M	30.7 to 48.8	12.3 to 19.6	18.4 to 29.3

Table 1.1 Summary of Technical Valuation, Regis Interest 59.2%

If Regis's recent call option is ratified by shareholders, its direct and indirect interest in the DRJV will increase to 80%. Table 1.2 shows the resulting adjustments to valuation should this increase in interest be confirmed.

Project	Combined Newmont Duketon-Regis Value \$000	Newmont Duketon Value (20%) \$000	Regis Value (80%) \$000
Collurabbie	3,500 to 4,500	700 to 900	2,800 to 3,600
Duketon Central Part B	2,560 to 3,790	510 to 760	2,050 to 3,030
Rosemont	5,500 to 9,300	1,100 to 1,860	4,400 to 7,440
Part A West	460 to 670	90 to 130	370 to 540
Part A East	17,160 to 28,270	3,430 to 5,650	13,730 to 22,620

Burtville	930 to 1,400	190 to 280	740 to 1,120
Total JV areas	30,110 to 47,930	6,020 to 9,580	24,090 to 38,350
100% Regis Projects in DRJV Area	55 to 85		55 to 85
Regis Interests outside DRJV Area	500 to 800		500 to 800
Total (rounded) \$M	30.7 to 48.8	6.0 to 9.6	24.6 to 39.2

Table 1.2 Summary of Technical Valuation, Regis Interest 80%

AMC recognises that the recent discovery of significant nickel sulphide mineralisation near Collurabbie and of significant gold mineralisation near Burtville could, at the date of this report, justify a share market premium to its Technical Valuations. However, beyond noting that it is reasonable that investors may consider such a premium, it has not attempted to quantify it.

It also notes that there has been a significant increase in the last 18 months in indices used to follow trends in share market value of exploration companies in Australia.

Five of the seven Burtville tenements (total DRJV value \$0.9M to \$1.4M) have been plainted and rated by the title specialist as being in "poor standing". Three other tenements, two in the Central Duketon Part A Area and one covering the Dogbolter Prospect of the North Laverton Joint Venture have also been plainted and rated by the tenement specialist as being in "poor standing". The latter has a total DRJV value of \$0.5M to \$0.7M.

AMC's 2004 and 2005 reports concluded values for JWM's (2004) and Regis's (2005) various mineral assets including its minority interests in the DRJV projects. The present report relates to the proposed indirect acquisition by Regis of additional equity in Newmont Duketon's interest in the DRJV and Rosemont projects in exchange for an issue of shares. The valuations of relevance are therefore those of Newmont Duketon's interest in each project as well as Regis's current interest in such projects.

$\overline{2}$ SCOPE OF WORK AND VALUATION METHODOLOGY

2.1 Scope of Work

This report has been prepared independently and in compliance with the Code for Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports ("Valmin Code"). It summarises a review by AMC of the mineral assets of Regis and contains a valuation of those assets. It is a Specialist Report which has been prepared to be included in an Expert Report whose purpose is to assist shareholders of Regis in assessing the transaction referred to in that report.

The report is an update of a report prepared in December 2005. That report updated a similar 2004 Report on the mineral assets of Regis (then JWM), the composition of those assets having little changed since 2004. The due diligence for the 2004 Report included a visit to material tenements north of Laverton, Western Australia, and a review of reports and other documents provided to AMC by JWM and by its joint venture partner, Newmont Duketon. Discussions were held with technical staff of JWM and of Newmont Duketon in Melbourne and Perth respectively. The recent due diligence has comprised a review of all material information since the 2005 Report including discussions with relevant technical staff of Newmont Duketon and staff of and technical consultants to Regis.

AMC's review does not constitute an audit of exploration expenditures nor of the technical data which is the subject of the exploration reports reviewed and of the various mineral resource estimates. AMC has aimed to satisfy itself that the reports and estimates presented have been based on data which has been collected in accordance with normal industry standards and which, except where indicated otherwise, can be regarded as being of normal exploration industry reliability.

For the 2004 and 2005 Reports, AMC reviewed a number of resource estimates prepared over the previous 10 years. Some had been reported in accordance with the Australasian Code for Reporting of Mineral Resources and Ore Reserves published by The Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Minerals Council of Australia ("JORC Code"). Others were considered "unclassified" and were therefore not reproduced in those reports. In some cases an estimate which was earlier reported in accordance with the JORC Code was subsequently reviewed and regarded by the reviewer as "unclassified". AMC has not attempted to independently assess the relevant merits of such conflicting estimates and classifications but, on the basis of discussions and review, has commented on the position as it sees it and used its judgement to consider valuation of particular projects.

While, for some of the resources, optimisation work has been carried out as a basis for considering their potential for economic exploitation, such work is of a preliminary nature and no individual project is in a position to enable a definitive projection of future economic performance. Until the discovery of the Moolart Well deposit, it had been concluded by Newmont Duketon that no known resource was able by itself, or in combination with the other resources, to support the investment necessary for a gold treatment plant in the area. In its 2004 and 2005 Reports, AMC stated that ongoing work at Moolart Well could change that situation and, in its judgements relevant to valuation. AMC took into account that possibility.

2.2 Valuation Methodology

As noted above, none of the existing projects are yet at a stage to permit a definitive economic projection: hence a reasonably definitive valuation based on discounted cash flow methodologies. Where the information available is adequate to project some indicative economics under different conditions. AMC has considered such indicative estimates with an appropriate risk weighting as one input to its valuation approach. This is called an Expected Value Methodology.

All of the tenements are of an exploration nature and AMC has therefore approached valuation by considering as many relevant valuation methodologies as it can before selecting from the resulting range of estimated values a more limited and rounded range which it judges to reasonably reflect value. The methodologies considered are:

The Past Expenditure Method which considers the recorded exploration expenditure on a tenement or a project and, based on the review, assesses a part of that expenditure considered to be effective in terms of future prospectively. That figure is then weighted with a Prospectively Enhancement Multiple ("PEM"), generally in the range 0.5 to 3.0. For many of these tenements and projects, there has been considerable past expenditure, much of it related to acquisition and tenement maintenance costs including administration and, in some cases, much of it related to intensive expenditure on drilling and related work. Accordingly in some cases the expenditure figures are considerably higher than the values which might be indicated by other approaches and have had to be to some extent discounted. When the method has been used, generally only the direct expenditure (excluding tenement maintenance, acquisition costs, overheads and administration) has been considered.
The Joint Venture Method in which the terms of a joint venture agreement entered into concerning the property in question have been taken into account, with an appropriate weighting for time and probability of completing the earning expenditure inherent in such joint venture agreements, to estimate the value of the property at time of the transaction. In some cases the amount of work since the date of the agreement renders the method ineffective.
The Actual Transactions Method where acquisition terms for the tenement in question can contribute to the assessment of value. The Joint Venture Method can be one such transaction.
The Comparable Transactions Method where, in AMC's judgement, an actual transaction for another property of comparable characteristics can be used as a quide to valuation.
Values per unit area of tenement which have been assessed by consideration of Comparable Transactions in the same region of the Western Australian goldfields. These typically have ranged between less than \$1,000/km² to more than \$10,000 $km^2$ . In some cases the existence of a resource or the intensity of prospecting effort on a relatively small tenement renders this approach ineffective.

As a general rule, unit area values for larger tenements are less than for smaller areas of comparable prospectively.

Values per ounce of gold in resource or Yardstick Values where, for a JORC classified resource or, indicatively, for an estimate that may have not have been so classified, a value per contained ounce of gold is assigned on the basis of Comparable Transactions for other resources in similar situations in recent times. A 2003 transaction concerning Regis's Erlistoun project was at a value per contained ounce of \$2.50 and other low unit value figures may be relevant to residual resources in mined out areas. Elsewhere higher figures of \$10 to \$15 per contained ounce have been more common for resources which have not been well defined but are considered to have some possibility of partial economic exploitation. Figures that are higher again derive from transactions concerning reasonably well-defined resources in which the probability of economic exploitation is good.
The Expected Value Method as discussed above.

A list of Comparable Transactions, including Yardstick Values, based on relevant actual transactions is appended (Appendix C).

All of these approaches are used where applicable to help judge the value range for a particular tenement or project. That value is considered to represent a measure of future economic worth or of sale value to a hypothetical third party. To some extent, Yardstick Values for sub-economic or marginal resources can represent an option on the possibility of enhancement by further exploration success and/or by improved gold price. Since mid-2005, the Australian dollar gold price has increased significantly and this has been taken into account in using Yardstick Values and values per unit area of tenement. The impact of taxation, either as a benefit for exploration expenditure or as a possible deduction to economic value if a mine results, is considered to be inherent in the final value chosen.

In many cases a project area contains both granted tenements and tenements under application. In some cases the tenements under application are underlying a pre-existing tenement and in other cases the applications may potentially add to the granted area of a project. In the latter case a discounted addition to project value is occasionally considered but usually it is considered that the applications have no material value.

Granted exploration tenements carry expenditure commitments which in some cases can be well in excess of a vear's budget. These are a form of contingent liability with a negative value implication but it has been possible in the past to obtain a deferral or exemption and/or to group such commitments over a number of tenements. As the tenements can in the end be relinguished we have not provided for a deduction to value. except in the sense that projects with very heavy commitments relative to prospectively are lowly rated. Over the 12 months to 30 June 2007, Regis's expenditure commitments on all projects reviewed total around \$2.3M.

The value which results from this analysis is a Technical Value as defined by the Valmin Code and, under that Code, can be subject to adjustment for strategic and market reasons before obtaining a Fair Market Value. For the 2004 and 2005 Reports, no adjustment was made to the Technical Values as AMC considered them to be reasonable approximations of Fair Market Values.

After the 2004 Report, there were announcements of significant nickel-copper sulphide and platinum group element ("PGE") drill intersections in the Collurabbie region immediately north of and adjoining the DRJV areas and there was a significant impact on the share price of Falcon Minerals Limited ("Falcon") which has a 30% joint venture interest with BHP Billiton Limited ("BHPB") in the area of the strongest intersections. Falcon also has a 20% interest in a number of DRJV Part B tenements at Collurabbie. Since the 2005 Report, announcements of Collurabbie exploration results have continued to be reasonably encouraging.

Similarly the Burtville tenements are relatively close to the Bright Star gold discovery which has led to share market appreciation of its owning company.

The volatility of Falcon's market capitalisation and the magnitude of the market appreciation when a significant discovery is announced are such that AMC believes it is not meaningful to attempt a quantification of an appropriate share market premium at a particular point in time, and it did not do so in its 2004 and 2005 Reports. It further notes that, while share market index for exploration companies has increased significantly since mid-2005, the market capitalisation of Regis and Falcon has not changed greatly. Accordingly it presents only its Technical Value estimates in this report while noting that it is reasonable that investors may consider a premium above that value for the Collurabbie project areas and, to a lesser extent, for the Burtville areas.

$2.3$ Standard Assumptions

The effective date for valuation is the date of this report although expenditure statements which were current during the review had not been updated beyond August 2006. Monetary figures are in third-guarter 2006 Australian dollars except where noted otherwise. The explanation of commonly used abbreviations is appended.

In this report, the review of each project may refer back to the descriptions and value in the 2005 Report.

Value estimates take into account the existence of third party royalties where relevant. Under the February 2006 Agreement, Regis will be liable to pay to Newmont Capital Pty Ltd, a maximum 2% nett smelter royalty on production from any tenement owned in joint venture. AMC has not explicitly taken this royalty into account in its valuations as it believes that it falls within the range of estimates made.

Values were estimated for each project and separate values then derived for the existing Regis interest and the existing Newmont Duketon interest.

$\mathbf{R}$ INTRODUCTION

$3.1$ Background

JWM was incorporated in Western Australia in May 1986 and listed on the ASX in February 1987. From 1994 it focussed its exploration on gold in the area north of Laverton known as Duketon, Duketon is located 800 km northeast of Perth and 180 km north of Laverton (Figure 3.1). Through the late 1990s, JWM continued to increase its portfolio of tenements in the area by acquiring 100% owned tenements or through option to purchase agreements or by farm-in agreements. In 2004 it changed its name to Reals.

A primary focus for exploration was the Rosemont gold deposit which was acquired from Aurora Gold Ltd ("Aurora") which mined gold from a number of small pits in the area. One called Christmas Well is part of the Rosemont deposit and was treated through a plant established nearby at Baneygo. A number of other tenements or interests in them were acquired from Aurora and the agreement included potential payment of a 6% nett smelter royalty to that company. For two of the Rosemont tenements, that royalty only applied to production below 155m depth. In June 2004, Newmont Capital Pty Ltd, on behalf of the joint venturers, acquired 5/6 of that royalty from Aurora. AMC was advised that Regis issued shares to Newmont to the value of 20% of the consideration.

Prior to the joint venture discussed in the next paragraph JWM spent nearly \$11M on exploration, much of it in drilling Rosemont, with a further \$3M on acquisition costs.

To fund its acquisition of Rosemont, JWM entered into an agreement with a wholly owned subsidiary of Normandy, subsequently acquired by Newmont. The agreement concerned the Rosemont project area as well the other JWM tenements in the Duketon region which were sub-divided into (i) Part A tenements, 100% owned by JWM, and (ii) joint venture and/or optioned tenements grouped as Part B.

On completion of those agreements in December 1998, Normandy funded exploration on all of these tenements and the parties agreed to an area of influence within which any new tenement acquisitions would be subject to the joint venture. Under the proposed new agreement the area of influence will cease to have effect. At the same time, Normandy Mining Finance Limited provided a loan to JWM.

When Normandy was acquired by Newmont in 2002, new agreements were entered into, effective 26 April 2002. Under those agreements, Newmont increased its interest in the Rosemont joint venture to 80% and in the Duketon Regional Joint Venture ("DRJV") to 80% of JWM's interest, partly in return for discharging 50% of the JWM loan. The agreement provided that Newmont would have a first right of refusal on any tenements relinguished by JWM until 2011, that JWM would pay to Newmont a 2.5% nett smelter royalty on production from any other tenements outside of the area of influence until 2011 and that Newmont would take over management of the joint ventures. The value estimates in the 2004 Report took account of these matters.

Under the agreement dated 3 February 2006, Regis will be liable to pay to Newmont's wholly owned subsidiary. Newmont Duketon, a maximum 2% nett smelter royalty on production from any tenement owned in joint venture. Further, the 2.5% nett smelter rovalty outside of the area of influence has been removed.

Regis did not initially contribute to ongoing expenditure in the Rosemont joint venture and at 30 June 2004 had diluted to approximately 19.4%. It is now a contributing party. That interest was increased back to 20.0% in the agreement dated 3 February 2006. However it has contributed to both Part A and Part B expenditure in the DRJV so that its interest remains at 20%.

The agreement dated 3 February 2006 allowed Regis to increase its interest in the Rosemont and DRJV joint ventures to direct and indirect 59.2% by an issue of Regis shares to Newmont Duketon. From the Completion Date of that agreement, Regis has managed exploration and has sole funded a total of \$10M on both joint ventures (AMC understands that Regis has reached this expenditure amount).

Subsequent to the essential completion of this report. Regis exercised a call option, taking its direct and indirect interest to 80%. An issue of shares pursuant to exercising the call option will be subject to shareholder approval.

For the 2005 Report. AMC reviewed the Regis interests so that the area of the joint ventures fell into three main sub-projects.

Collurabbie.
Duketon Central, including Rosemont and Moolart Well.
Burtville.

AMC's current review follows this sub-grouping.

Within the area of influence of the Newmont Duketon-Regis joint ventures, a number of tenements have been handed back by Newmont Duketon to Regis. These are reviewed separately.

South of the existing area of influence of the agreement with Newmont Duketon (Figure 3.1). Regis has interests in a number of other exploration projects in the northern part of the Yilgarn. AMC's review and valuation of these projects follows its review of the Newmont Duketon joint venture projects.

On some of the tenements, the expenditure by Regis and its joint venture partners has far exceeded the required government commitments. On others the expenditure commitments have not been met. In many cases mining lease ("ML" or "M") applications have been applied for over the area of previous exploration licences ("ELs" or "Es") whose tenure has then been allowed to lapse. Non-resolution of native title claims had delayed the grant of most of these mining lease applications ("MLAs"). In addition a number of the MLs have been plainted and are subject to court hearing and/or ongoing negotiation. AMC has not made any material adjustment to its valuations for existence of these plaints as it is not able to make any reasonable assessment of the likelihood of their outcome.

Reasonably substantial monetary bonds exist in relation to future rehabilitation of areas previously mined. Regis has advised that it has funded its share of such bonds and thus no deductions to value have been made on their account. However it is possible that ultimate rehabilitation may require greater or lesser expenditure than has been provided for in the bonds. Based on figures modified from Newmont Duketon, Regis estimates a total rehabilitation cost of \$3.25M for the DRJV interests. As such this represents a contingent liability or asset for Regis which has not been provided for by AMC in its valuation of the mineral assets.

A Specialist Report on the current status of material titles has been prepared by McMahon Mining Title Services and is appended. AMC is satisfied that it has been prepared by a person of adequate experience. The report does not comment on native title claims. AMC has been advised by Regis that there are three unresolved claims in the main Duketon area. An access agreement has been signed with one other group. To AMC's knowledge there is nothing about these claims that materially differs from other similar claims in Western Australian gold exploration areas and it has made no relevant adjustments to value.

The report notes the standing of individual tenements as "good", "fair" or "poor". Some of the "poor" standing tenements are subject to plaint. AMC has made no relevant adjustment to its valuation estimates but has noted those material tenements rated as in "poor standing" and values relevant to them in Section 1, Summary.

Figure 3.1 Location of Regis Tenements

Note: Some projects (e.g. Camel Hump, Yundahajibbie) since relinquished.

$\mathbf{A}$ DUKETON AREA - NEWMONT DUKETON JOINT VENTURE TENEMENTS

$4.1$ Introduction

Both the Collurabbie and Duketon Central project areas contain both Part A and Part B tenements and the latter also contains the Moolart Well and Rosemont tenements. The Burtville project area contains only Part A tenements. The review and valuation which follows considers for each one of these project areas, firstly the Part B interests and secondly the Part A interests and, in the case of Duketon Central, includes the Moolart Well and Rosemont interests

The tenements are part of the Archaean Duketon greenstone belt which is a possible, but discontinuous, extension of the Laverton greenstone belt in the northeast of the Yilgarn Block (Figure 4.1). The latter has been highly productive in recent gold mining history and remains very prospective.

The northwest trending Duketon greenstone belt comprises a sequence of ultramafic, mafic and felsic volcanics, intrusive rocks and sedimentary rocks within a surrounding granitic terrain. The greenstones are metamorphosed to greenschist facies with a regional deformation resulting in northwest trending shear zones sub-parallel to stratigraphy, northeast trending brittle faults and subordinate east-west faults. Granitoids occur on the borders of the greenstone belts and the contacts are mainly sheared. During the 1970s and early 1980s a number of major exploration companies explored the area for base metals but modern gold exploration and mining did not commence until the late 1980s and early 1990s with Aurora the most significant early operator. In recent vears, the northern part of the Duketon greenstone belt. Collurabbie, has been shown to be prospective for nickel-copper sulphides and PGEs.

Figure 4.1 Duketon, Laverton and Leonora area, Regional Geology

4.2 Collurabbie Project

$4.2.1$ Introduction

Collurabbie is an area of greenstone covering more than 1.000 km² which represents the northern part of the Duketon greenstone belt and is separated from the Duketon Central project area mainly by granite. It is a poorly exposed and deeply weathered area without any major drainages and there are a number of historic gold workings.

Interpretative geological plans show a wedge of greenstone bounded by granite with shear zone contacts on the western and north-eastern margins and extending northwards into the BHP Billiton - Falcon project areas. Generally north-south trending. ultramafic units trend southwards from the latter area into Deleta joint venture tenements and other interpreted ultramafic units pass through the other sub-project areas, Top Well, Gerry's Well and the Part A tenements (Figure 4.2). In recent work, DRJV has grouped the ultramafic units into (Figure 4.3):

A Western Ultramafic Zone ("WUZ") which is largely within the Deleta Joint $(i)$ Venture tenements.
$(ii)$ A Central Ultramafic Zone ("CUZ") with its northern part in the Deleta Joint Venture but mainly within the Top Well Joint Venture tenements.
$(iii)$ An Eastern Ultramafic Zone ("EUZ") whose northern part is in the Gerry's Well Joint Venture area and the southern part in the Top Well Joint Venture.

On results to-date, the prospectively for sulphide nickel appears to be best in the WUZ.

In the 1980s and 1990s, BHP Gold and MIM Holdings Limited ("MIM") drilled RAB holes and limited RC holes. Some 5,000 to 6,000 holes in total were drilled in this period. mainly in the Part B areas. In addition some 8,000 geochemical lag samples were taken.

In the late 1990s JWM acquired the area from MIM including interests in the Deleta, Top Well and Gerry's Well joint ventures (Figure 4.2). It compiled all previous information, carried out reconnaissance exploration and drilled around 100 RAB holes.

Within both Part A and Part B areas, DRJV has drilled some 882 aircore holes (total 67,500m) generally at 100m intervals and to around 80m to 90m depth. In mid-2005, it drilled 17,100m of RC in 244 holes, including relogging some earlier holes and widespread aircore drilling for mapping and re-interpretation of magnetics. In late 2005, DRJV undertook 147.5 line kilometres of ground transient electromagnetic ("TEM") surveving, the majority over the WUZ, identifying over ten conductor anomalies, most of which have vet to be tested by drilling. In 2006 DRJV drilled 159 aircore holes (total 9,004m) at 25m intervals to drilling refusal, targeting the contacts of the ultramafic units. A further 165 line kilometres of TEM was completed in the WUZ and at the isolated Sligo prospect.

Note: Some tenements (e.g. Camel Hump) since relinquished.

Figure 4.3 Collurabbie Project Prospects

Regis has recently completed an assessment of all previous geochemical sampling over the Collurabbie tenements, using a multi-element analysis which has the potential to discriminate between different styles of nickel mineralisation and different types of ultramafic units. This has highlighted three other prospects. Caltra in the EUZ (Gerry's Well joint venture), Tasman in the WUZ (Deleta joint venture) and Fiver (Top Well joint venture) (Figure 4.3). Caltra and Fiver have associated TEM anomalies from the 2005 survey, while at Tasman TEM surveying and preliminary geochemical drilling is underway.

$4.2.2$ Deleta Joint Venture (E38/423, 1307, 1308 and MLAs)

JWM paid \$155,000 for MIM's 80% interest in this granted area of about 81 km². 20% is owned by Falcon, whose interest is free carried to decision to mine. There may be a small third party royalty for gold over E38/423. Prior to 31 December 2001 and according to Newmont Duketon records. JWM had spent some \$324,000 in the area of which \$90,000 was in direct exploration expenditure. Direct exploration expenditure from that date totals over \$1.5M. Some of that expenditure was on E38/419 which is part of the Deleta joint venture but within the Duketon Central sub-project. These figures exclude earlier MIM expenditure.

Prior to the recent programmes of work, reprocessing of MIM geophysical data and aircore drilling within E 38/1308 outlined an open 700m long northeast trending zone at the contact of granite with dolerite and shale with anomalous gold values, some anomalous nickel results but no anomalous PGE values.

Significant gold intercepts on the granite contact zone are shown in Table 4.1.

Hole No	Intercept (m)	From (m)	g/t Au
CRAC 438	24	56	0.62
Including		68	1.35
CRAC 587		60	8.45
And		65	1.00
CRAC 484		37	1.46
And	З	56	1.10
CRAC 636		65	1.43

Table 4.1 Significant Gold Intercepts. Deleta Joint Venture

Other gold targets exist. Magnetic features in the southern part of the area have some affinities with known gold mineralised areas elsewhere in the region.

Exploration for nickel along the interpreted ultramafic units, which trend southwards from the BHP Billiton - Falcon Joint Venture area (which includes the Olympia copper-nickel-PGE mineralisation), has highlighted a number of prospects, as shown in Figure 4.3. Aircore drilling of WUZ prospects has intersected the following.

Prospect	Hole No	From	Тo	Interval	Ni	Сu	$Pt + Pd$
		(m)	(m)	(m)	$(\%)$	(ppm)	(ppb)
Beltra	CRAC 788	40	48	8	1.22	1.000	N/A
	CRAC 833	36	48	12	1.25	263	31
	CRAC 837	36	49	13	0.51	40	26
	CRAC 841	32	47	15	0.59	44	27
	CRAC 842	28	44	16	0.49	67	21
Trusk	CRAC 770	44	48	4	1.02	Low
	CRAC 771	52	56	4	1.07	Low
Hermans	N/A	40	48	8	0.58	0.03

Table 4.2 Significant Base Metal Intercepts, Western Ultramafic Zone

The low copper values in the Trusk and Hermans prospects are indicative of an enrichment of non-sulphide nickel in the lateritic profile, but the higher copper values at Beltra are considered of significance for sulphide nickel. A deeper high-copper zone at Hermans is yet to be fully explored. Drillhole CRAC 833, which intersected 12m downhole at 1.25% Ni and 263 ppm Cu from 36m in the oxide zone, was drilled 430m south of hole CRAC 788, which intersected 8m down-hole at 1.22% Ni and 0.1 ppm Cu.

The recent multi-element analysis of previous geochemical exploration results has identified a 4 km long geochemical anomaly at the Tasman prospect, which is targeted for a TEM survey shortly

The results of the limited exploration to date and the proximity of the well-mineralised ultramafic rocks to the north suggest an area of prospective geology within which there is as yet no obvious target of economic potential but which justifies more intensive exploration. Similar comments apply to the other Collurabbie projects reviewed hereunder but, at this time, there are more positive indications for the Deleta joint venture area.

In the 2005 Report, AMC valued the tenements at \$0.8M to \$1.2M, equivalent to a unit area value at the lower end of approximately \$10,000 /km². The higher value recognised post December 2001 expenditure with a PEM of 1.25. The estimated value of the DRJV interest was \$0.64M to \$0.96M.

Since AMC's 2005 report, the JV partners have spent an additional \$0.6M in direct exploration, with encouraging results. Applying a PEM of 1.5 to this expenditure, AMC now values the JV tenements at \$1.7M to \$2.1M and the DRJV interest at \$1.4M to \$1.7M

In assessing the value, it is noted that, after the discovery of the Collurabbie Hills mineralisation. WMC farmed into a 156 km² area 50 km north of Collurabbie Hills in which aeromagnetic survey indicates some 20 km of strike of ultramatic rocks. The value per km² indicated by that deal was less than \$1,000.

$4.2.3$ Top Well (E38/241,510,511, PLA and MLAs)

JWM paid \$120,000 for a 75% interest in this area in 1998 and spent in direct exploration a further \$105,000 prior to 31 December 2001. Since that time a further \$0.7M of joint venture expenditure has been incurred. The area of granted tenements is around 34 $km²$ . Regis advised that the minority joint venture interest is now in the order of 9%.

Top Well is in the central northern part of the Collurabbie block covering a greenstone sequence within which is the CUZ, a 700m thick unit flanked by gabbros. Work has included reprocessing of geophysical data, re-logging and some re-assaving of old aircore samples and new aircore drilling. EM surveys indicate conductors at the Sligo and Fiver prospects, the latter supported by a geochemical anomaly identified during the recent multi-element analysis of existing geochemical data. Earlier drilling provided a best intersection of 8m of 0.31 g/t Au from 64m in hole CRAC 97. Recent drilling on a large gold anomaly on a cross cutting feature at Evans has produced a number of results of interest including 4m at 4.1 g/t Au from 32m in CRAC 696 and 44m at 1.6 g/t Au from 4m in CRAC 699.

The expenditure figures indicate a value of \$0.7M using a PEM of 0.7 for the earlier expenditure and 1.1 for the direct part of the later, assumed to be 80%, and without considering the acquisition cost. An area value of \$7,000 /km² to \$8,000 /km² indicates a lower value of up to \$270,000. AMC values the project at \$0.3M to \$0.7M and the DRJV interest at \$0.27M to \$0.63M.

$4.2.4$ Gerry's Well (E38/1021, M38/903, 904, 925 Plus MLAs Over the Same Area)

In the 2004 Report, AMC noted that there were no specified drill targets in this eastern Collurabbie area now of about 44 km² granted, and no records of past expenditure. Ultramafic rocks (EUZ) are interpreted within the Gerry's Well tenements and a recent 84 hole aircore programme (3,615m) has produced intersections up to 12m at 0.6% Ni and 14m at 0.5% Ni as well as a number of others of similar order for nickel, all with low copper. The intersections are thought to be due to enrichment into the lateritic zone rather than related to sulphide nickel, although high copper zones are known to occur.

The 2005 TEM survey identified an anomalous conductor at the Caltra prospect, and this has some support from the multi-element analysis of existing geochemical data.

In recognition of its location and potential for nickel and gold, AMC has retained its 2005 unit area value estimate of \$5,000 /km² to \$7,000 /km² and its 2005 project value of \$0.2M to \$0.3M and DRJV interest value of \$0.18M to \$0.27M.

$4.2.5$ Part A areas (E38/464, 465, 1135, 1182, 1314, 1412, 1413, 1436, 1596, 1597 and Applications for ELs and MLs)

Part A tenements are spread through the Collurabbie block. Since the 2004 Report. some 17,000m of aircore drilling tested structural, geotechnical and geophysical targets and a sulphide alteration zone on E38/1413. Results for gold were mainly low to moderate with one good intersection (1m at 4.4 g/t Au from 124m). There have yet been no significant nickel values although Part A tenements cover parts of all three ultramafic units. The older granted tenements cover around 340 $km²$ .

E38/1596 (70 km²) and E38/1597 (48 km²) are fairly recent tenements but, following reconnaissance sampling, are not considered highly prospective. More than 200 km² of additional tenement applications exist.

Pre-1998 direct expenditure totalled about \$690,000 and AMC estimates direct expenditure since then at around \$1.5M Using respective PEMs of 0.6 and 1.0, this indicates a value of around \$1.9M to \$2.0M.

Alternatively, AMC has valued the 340 km² of older tenements at \$3,500 /km² to \$4,500 /km² or \$1.2M to \$1.5M which it increases to \$1.4M to \$1.7M with lower figures for the new tenements. Its final value estimate is \$1.6M to \$1.9M. This estimate is higher than its 2004 value and recognises the location relative to Collurabbie Hills but without evidence vet of nickel sulphide mineralisation.

$4.2.6$ Summary of Valuation

The estimated Technical Value of 100% of the Collurabbie project is (rounded) \$3.8M to \$5.7M for a granted area of around 600 km². The value of the DRJV interest is \$3.5M to \$4.5M.

The 100% figure compares with:

A comparable estimate of \$0.85M to \$1.4M in the 2004 Report when the value of the nickel potential was not recognised.
A comparable estimate of \$2.4M to \$3.6M in the 2005 Report when the value of the nickel potential had been recognised.
The joint venture value of the 156 km² area 50 km north of Collurabbie Hills which AMC estimates at about \$0.1M at the time of the deal.
The market capitalisation of the Collurabbie Hills project which, based on movements in the Falcon share price and assumptions about the values of other interests, has varied from around \$150M to more than \$250M in the last six months to two vears.
An increase in the price of Regis's shares from 4.5 cents per share to 17.5 cents per share after the announcement of Collurabbie Hills results, an increase in market capitalisation of over \$40M.

Given the volatility and quantum of the two latter market indicators, AMC does not think it is possible to estimate a meaningful share market premium to its Technical Value but believes it is reasonable that investors might consider some premium for the proximity to Collurabbie Hills

4.3 Duketon Central Project

$4.3.1$ Introduction

The Duketon Central project area covers a roughly triangular area of greenstone some 75 km north-south with an east-west dimension of around 30 km at the north end. narrowing towards the south (Figure 4.1). The interpreted structure shows an eastern north-south trending anticline and a western north north-west to north-west trending tightly folded series of anticlines and synclines, separated by the so-called Duketon Synclinorium. Shear zones generally parallel the fold axes and are interpreted in some areas to relate to mineralised corridors.

Internal granitoid intrusives occur and in some instances are proximate to gold mineralisation or host gold mineralisation. Elsewhere sometimes differentiated mafic intrusions intrude the sequence of ultramafics, volcanics and sediments.

One interpretation separates the greenstone into three major domains, a northern domain flanking the external granite in the northern part of the area with eastern and western domains being divided by a roughly central anticlinal structure to the east of Rosemont. For purposes of description of the Part A areas, this report recognises a similar distinction between eastern project areas (the "Eastern Belt") and western project areas (the "Western Belt").

There are numerous occurrences of gold mineralisation through the greenstone, generally following major structural zones and often near the contacts of granitic rocks or ultramafic rocks. The rocks are oxidised to depths typically in excess of 50m and sometimes with evidence of an underlying supergene zone. Laterite profiles are developed in some areas underlain by depletion zones.

Ultramafic horizons occur within the greenstones. Six such units are now recognised, three in the Eastern Belt and three in the Western Belt. In the latter part of 2005, DRJV commenced mapping and aircore drilling to profile the ultramafic units and search for nickel sulphide associations. Several target areas were defined and some moderate copper and PGE values associated with anomalous nickel may be indicative of the presence of sulphides.

$4.3.2$ Part B Areas

4.3.2.1 Deleta Joint Venture (E38/419)

This area of about 64 km² is in the Eastern Belt to the north of, and possibly on strike with, the Moolart Well prospect. It was previously tested by MIM and earlier work outlined an area of 7 km² of anomalous gold in RAB drilling known then as the Claypan/Double Dee prospect. The area of interest is hosted by dolerite near its contacts with porphyry or ultramafic.

The DRJV followed up the previous drilling with deeper RC drilling but, because of lack of structural complexity, rated the 10 km strike length of interpreted shear zone as of low priority. However recent drilling at Moolart Well has indicated gold values of interest northward and close to the border with E38/419.

At the Camel prospect, elevated nickel values were earlier recorded in ultramafic rocks. Thirty-three aircore holes (1.305m) since the 2004 Report recorded low gold and nickel values but these were targeted at Moolart Well lithologies prospective for gold. The recent nickel work has developed a target called Maxwells for which drilling results are pending.

Direct expenditure under the DRJV on the tenement is in the order of \$300,000 and \$1.2M was reported for the period to 1999, being expenditure by MIM whose interest was acquired for part of \$155,000. Because of its geological affinity with Moolart Well and some evidence that the broad zone of low grade gold mineralisation in that system extends into this area, as well as the possible nickel potential around Camel and to the south, AMC values the 64 km² at \$6,000 /km² to \$7,000 /km², and with recognition of the expenditure on exploration and acquisition, the project at \$0.40M to \$0.50M (rounded), hence the 80% DRJV interest at \$0.32M to \$0.40M.

4.3.2.2 German Well Joint Venture (E38/648 and MLAs)

JWM earned 51% in this joint venture by spending \$150,000 and the vendors are currently diluting. The DRJV interest has increased to approximately 89% by the purchase of further equities for approximately \$16,500. There are no private royalties. The area of about 30 km² granted overlies a mainly sedimentary package in the Eastern Belt. Aircore drilling both before and since the 2004 Report did not provide much encouragement for gold. Only 11 holes were drilled in the latter phase of work. In recent months a further 26 aircore holes (1,735m) targeted broad alterations zones and structural features but no anomalous gold was intersected.

The past direct expenditure of around \$330,000, of which \$190,000 was spent by JWM prior to 31 December 2001, indicates a value of \$260,000 (rounded) applying a PEM of 0.7 for the earlier expenditure and 0.9 for the later. Alternatively a value per unit area of \$3,000 /km² to \$4,000 /km² values the project at up to \$120,000. AMC chooses a final value range of \$150,000 to \$250,000 and a rounded value of \$0.13M to \$0.22M for the DRJV interest.

4.3.2.3 Aurora - Delta Duketon Joint Venture or Gilga Well (M38/413-415, E38/378 and Several MLAs)

In 1997 JWM entered into an agreement to earn 70% in this joint venture by sole funding exploration to bankable feasibility. There are no private royalties. The present project areas, known as Bandya North and Matts Bore, derive from an earlier larger project area. The total granted area is some 52 km². To 31 December 2001 JWM had spent \$470,000 in direct exploration and a further \$0.8M has been spent since that time.

The area is at the northwest end of the Western Belt. Sixty aircore holes in 2003 provided disappointing results. Recent work has targeted the Gilga prospect in a programme of 75 aircore holes (4,668m) across two ultramafic units and in areas of elevated gold values. Hole GWAC 202 intersected a best gold intercept of 4m at 0.62 g/t Au from 92m and in the same hole, 16m at 0.46% Ni with low copper from 24m. Other elevated nickel intersections included 12m at 0.9%Ni in GWAC 237. Most such higher nickel intercepts are associated with low copper and PGE values, but re-assaying of one hole in late 2005 returned combined platinum plus palladium values of 114 ppb over 36m from 4m to the end of the hole. In 2006, 95 line km of TEM was completed over the two ultramafic units in the JV area. Two conductors have been identified and further interpretation, followed by drilling is planned.

On a unit area basis (around \$3.000 /km² to \$4.000 /km²) the project would be valued at around \$150,000 to \$200,000. Considering past expenditure, of which part relates to areas relinguished. AMC would consider a value of \$800,000 to \$900,000. It estimates as a final value range \$0.3M to \$0.7M for the project, hence a rounded \$0.20M to \$0.50M for the DRJV interest.

4.3.2.4 Artane - Duketon Joint Venture or Golden Spinifex (MLAs 38/589, 590 and 889 Over Previously Held E38/550)

JWM acquired 51% of a 97% interest in the area for \$166,000 in shares. The DRJV subsequently bought the remaining 49% of 97% for \$10,000. M38/402 has been excised and handed back to Artane.

The applications are on the western flank of the North Laverton Joint Venture tenements near the south end of Moolart Well.

As these are applications, given the recent purchase price and given the apparent lack of exploration encouragement, AMC estimates a nominal value of \$20,000 to \$40,000 for the 97% interest in the project.

4.3.2.5 Murphy Hills (E38/559 and MLAs)

Under a 1994 agreement JWM paid some \$1.4M in cash and shares to acquire a 70% interest, the 30% vendor interest being carried to feasibility study.

To 30 September 2001 JWM had spent some \$4.3M on direct expenditure and that amount has been increased by around \$730,000 since that time.

The project area is in the Western Belt and covers a north north-west striking, steeply dipping sequence of mainly andesitic volcanics and sediments with intermediate porphyritic rocks. As well as gold, the area contains base metal mineralisation with values of up to 4% Cu and 2.7% Zn and 600 g/t Ag over 1m drill intervals and there is an apparent zonation from copper-gold in the north-east to lead-zinc in the south-west.

At the King John prospect, gold mineralisation occurs in porphyries in quartz-pyritecarbonate stockworks in a deeply oxidised zone.

To the west of King John is the Agricola prospect in which drilling intersected base metals below a massive pyrite zone with a best value of 3m at 7.6% Zn.

The DRJV's work has included re-estimation of an existing resource at King John and aircore drilling which achieved a number of gold intersections, the best being in the order of 2 g/t Au to 3 g/t Au over 2m to 4m intervals. Recent work includes deeper RC drilling under the oxide mineralisation on the margin of the resource, which recorded disappointing results, and a gravity survey seeking to define controlling intrusions. A recent aircore drilling programme testing three regional structural targets, one 7 km west of King John, generally downgraded these targets.

The resource at King John in the so-called Princess Zone was based on a drilling database of some 46,000m of RC and 6,000m of diamond drilling. The most recent manual sectional estimate resulted in some 710,000t at 3.2 g/t Au at a cut-off of 1 g/t Au and was classified as Inferred. A further tonnage was estimated outside of the Princess Zone but not classified according to JORC. The manual estimate provided lower tonnes for higher grade than an earlier estimate which used kriging for grade interpolation. The latter was used for indicative optimisation studies which demonstrated that a positive operating cash flow might be derived if the resource could be trucked to a mill around Rosemont or alternatively a lesser but still positive cash flow if trucked much further a field to the vicinity of the now closed Bronzewing mine.

The Past Expenditure method, discounting the earlier JWM expenditure by a factor of 0.7 but not the latter expenditure, indicates a value for the DRJV interest in excess of \$3M without taking into account the acquisition expenditure at the beginning of the joint venture.

The area presently granted approximates 140 km². Valuing this at around \$7,000 $\text{km}^2$ to \$8,000 / $km^2$ indicates a value for the project of around \$1.0M to \$1.1M.

The preliminary optimisation indicates the possibility of reasonably healthy operating cash flows if a treatment plant is built in the area. With this in mind AMC considers a value of \$7 to \$12 per contained ounce in resource with an additional value for the unclassified mineralisation of about 50% of that value. This indicates a rounded value for the project interest of \$0.75M to \$1.3M.

These figures indicate a wide range of value and within it. AMC selects a range of \$0.8M to \$1.2M hence \$0.56M to \$0.84M for the DRJV interest.

4.3.2.6 Hot Holdings - Duketon or Flower Creek (E38/565 and MLAs)

JWM paid \$50,000 and undertook expenditure of \$150,000 to acquire an initial 51% interest. It could earn to 80% by carrying the vendors to a bankable feasibility study. It had the option to purchase the vendor rights for \$5M.

Direct exploration expenditure by JWM to 31 December 2001 was \$240,000 and that amount has increased to around \$300,000 to date.

Eight aircore holes were drilled in 2003 near a previously recorded good intersection but no encouraging results were received. The area is close to, but east of, Rosemont and part of its acquisition rationale considered potential infrastructure location for Rosemont. There has been no significant work since AMC's 2004 Report.

Considering the acquisition costs, past direct expenditure would indicate a value around \$270,000 (using a PEM of 0.7 for the early expenditure and 0.9 for the later) while. because it is a relatively small area of about 17 km² with limited prospectively, the project would be valued by the unit area approach at less than \$100,000. We conclude a project value of \$100,000 to \$250,000, hence \$50,000 to \$125,000 for the DRJV firm interest of 51%

4.3.2.7 North Laverton Joint Venture (E38/379, M38/114, 262, 283, 292, 303(P)¹, 316, 317, 341, 352 and 630 plus MLAs)

JWM entered this joint venture with a cash payment of \$0.4M and the right to earn initially 51%, then 75% by total expenditure of \$3.1M. The vendors' interest has now diluted to 17.3%. There are no private royalties. We are advised that the vendor has paid the DRJV its share of rehabilitation bonds which have been increased by some \$270,000 since the 2004 Report.

The tenements, on which total direct expenditure is around \$3.2M (JWM \$2.6M to 31 December 2001), cover a recognised mineralised structural corridor south of Moolart Well over a strike length of nearly 50 km southwards to the Paillards Find prospect. The mineralised corridor is interpreted to be a shear zone on the eastern side of the central granitoid intrusive. The trend contains a number of previously mined deposits as well as resources which have not been subject to recent mining. One of these, the Erlistoun prospect, has been acquired by the DRJV as to 100% by paying the vendors some \$100,000 and is reviewed as a Part A Eastern Belt tenement.

There has been considerable drilling through the belt, much of it on a 320m by 80m spacing but some at 160m lines and some as close as 40m. A few gaps remain in the drilling.

The joint venture tenure on this mineralised zone is discontinuous with MLAs over part of the area and tenements held by others over other parts. The latter include the small Anchor gold mine.

Apart from Erlistoun, resources and mineralised prospects include:

Reichelt's Find (M38/341)

Aurora mined nearly 300,000t at 4.4 g/t Au from this deposit, mining stopping at the fresh rock interface. Thin sub-parallel high-grade quartz veins occur in a zone up to 50m wide over 600m strike length in dolerite near an ultramafic contact. Dips are steep to the east and there is a northerly plunge to the higher-grade mineralisation.

Deeper drilling has intersected mineralisation and an Indicated Resource of 140,000t at 3.7 g/t Au has been estimated below the pit, together with a further unclassified tonnage of higher-grade mineralisation at greater depth. The Indicated Resource was estimated by manual polygonal techniques but there

^<sup>1 P indicates the existence of a plaint.

has been no optimisation work. The DRJV is reviewing the remaining resource for further potential exploitation.

Russell's Find (M38/630 and 114)

A 60° easterly dipping quartz vein in ultramafic rocks was previously mined with a recorded tonnage of 93,000t at 4.5 g/t Au.

The most recent estimate by the manual polygonal approach is an Inferred Resource of 450,000t at 3.9 g/t Au at a 1 g/t Au cut-off. Optimisation work on a previous block modelled resource estimate in which grades were interpolated by kriging (865,000t at 2.7 g/t Au) indicated a small positive cash flow might be obtained if there was a treatment plant nearby but the stripping ratio was in the order of 17 to one. A small amount of aircore drilling since the 2004 Report recorded no significant value. The DRJV is reviewing the remaining resource for future exploitation.

Old Peculiar (38/292, 283(P))

This is a small laterite gold occurrence at the northern end of the mineralised corridor. The previous mining by Aurora was recorded at 65,000t at 1.25 g/t Au to a depth of 10m.

Recent unclassified resource estimation work has estimated a deeper tonnage below the depleted zone, the mineralised zone dipping at about 60° to the east in ultramafic rocks between a hangingwall dolerite and footwall sediments. No optimisation work has been carried out. There has been no recent drilling and no work is presently planned.

Dogbolter (M38/303(P))

Regionally this prospect is near the contact of granitic rocks and sheared mafic rocks which are easterly dipping and faulted by north-east trending cross faults. The gold mineralisation is hosted by metabasalts within ultramatics to the east and dolerite to the west.

The most recent estimate by manual polygonal methods is an Inferred Resource of 930,000t at 2.9 g/t Au at a 1 g/t Au cut-off. Some strike and depth potential is recognised. Optimisation work indicated the possibility of a robust operating cash flow if there was a mill in the vicinity and a lesser economic tonnage, but still with a significant operating cash flow, if the mineralisation had to be trucked to a mill as far away as Bronzewing. Regis staff have reservations about the mineability of at least part of the resource used in the studies.

Elsewhere in the North Laverton Joint Venture area there are small zones of oxide and primary mineralisation at Paillards Find (M38/262) and work has included aircore drilling and recent RC drilling at the so-called Sandman prospect on M38/352. Earlier aircore drilling achieved anomalous results indicating a zone some 400m by 400m at the base of alluvium with values generally in the range 0.1 g/t Au to 0.3 g/t Au but with a best value of 2m at 3.2 g/t Au. Subsequent RC drilling recorded no significant gold values but an 8m intersection of 0.4% Ni in one hole. Recent aircore drilling targeted a 700m thick ultramafic unit recording generally low gold values and nickel values in the order of 0.4% to 0.9% without supporting copper or PGE values.

Five kilometres south southwest of Dogbolter is E 38/379 on which drilling targets have been indicated.

In considering the value of this project we have considered the direct expenditure of more than \$3M, most of which was in the period prior to late 2001 and some of which would have been on Erlistoun, and the original cash payment of \$0.4M. We have also considered the area of granted tenements of about 64 km² with a value of around \$8.000 /km².

However our main approach to valuation has been to consider the value of the Indicated and Inferred Resources and unclassified mineralisation at (i) Reichelt's Find (17,000 oz plus a larger unclassified mineralised zone at depth); (ii) the 55,000 Inferred Resource ounces at Russell's Find which shows some positive results from indicative optimisation: (iii) the unclassified mineralisation at Old Peculiar and (iv) the 87,000 oz of Inferred Resource at Dogbolter for which indicative optimisation produces economically strong results on the assumption that there might be a plant in the area. We have applied Yardstick Values of \$3 /oz to \$4 /oz for Reichelt's Find, \$6 to \$8 for Russell's Find and \$7 to \$10 for Dogbolter resulting in a total range of value for this part of the project area of \$1.0M to \$1.55M. Taking into account 70% of the post-September 2001 direct expenditure and only 10% of the earlier JWM expenditure as a measure of value of the remaining areas of prospectively, we estimate a rounded value for the project of \$1.6M to \$2.1M, hence \$1.3M to \$1.70M for the approximate 82% DRJV interest.

4.3.2.8 Summary of Values for Duketon Central Part B Areas

The total value for the areas reviewed above, which exclude Erlistoun and the Texrise Joint Venture, is \$3.35M to \$5.05M of which \$2.56M to \$3.79M is the DRJV estimated value.

$4.3.3$ Rosemont Joint Venture (M38/343, 237, 344, 250, 319)

This joint venture is separate to the DRJV. Following the agreement of 3 February 2006 Regis's present contributing interest is 59.2%. The main Rosemont resource is on M38/343 (Figure 4.5). There are small private royalties on M38/250 and 319 and over the total area there is a residual royalty payable to Aurora (now Harmony Gold (Australia) Pty Ltd) of 1% nett smelter return. On Ms 38/343 and 250, which contain the so far delineated resources, the rovalty applies only beyond a vertical depth of 155m.

The mineralised zone passes through Rosemont on the western side of the Erlistoun Syncline in the Western Belt and trends partly north-northwest and partly northwest. The Christmas Well pit previously mined by Aurora and treated at the Baneygo plant for production of 226,000t at 2.6 g/t Au is within the Rosemont deposit.

Recent interpretation indicates that Rosemont may be located at the intersection of a north-south shear zone with a regional north-east trending fault and this might account for the observed regional flexure in the structure.

Gold occurs in a dolerite intruded into the Bandya Sill which has developed along a major shear zone and is a differentiated mafic intrusive. The dolerite has a strike length of at least 2,000m. Dips are mainly steeply to the east but occasionally overturned and the dolerite can be up to 100m wide.

Nuggety gold mineralisation occurs in shears and fractures associated with quartzcarbonate-pyrite as stockworks and it thought to be controlled by changes in thickness and strike of the dolerite and by numerous crosscutting faults. The footwall and hangingwall of the dolerite is a sheared ultramafic.

Figure 4.4 Rosemont Plan

Figure 4.5 Cross Section of Rosemont 789 60N

Most of the mineralisation occurs at depths of 50m to 300m below surface. Complete oxidation occurs to 60m to 80m, underlain by a 25m to 40m thick transition zone. There may be some supergene enrichment. However about 85% of the resource estimate is primary mineralisation. The mineralisation overall is narrow and sub vertical with a southerly plunge.

There have been various tonnage and grade estimates since 1999. These are described in the 2004 Report and the results summarised hereunder:

1. JWM estimate based on 40m x 20m RC drilling and some RAB drilling. $(i)$ Indicated and Inferred Resource around 12 Mt at 3 g/t Au using a 1 g/t Au cut-off to 150m depth and higher cut-offs at greater depth.
1. Independent kriged estimate after infill drilling. Not classified hence not $(ii)$ reportable but resulted in modest reduction of tonnage and considerable reduction in grade.
1. Manual polygonal estimate for the DRJV using only 40m section $(iii)$ information, projection limits of 25m from intersections, 1 g/t Au lower cut and 50 g/t Au upper cut. The estimate was not classified hence it is not reportable. It resulted in a grade nearer that of the 1999 estimate but a lower tonnage with contained gold similar to that of the 2001 estimate.

Independent reviews of the database in 2001 concluded that it was generally of acceptable standard but that the 1999 estimate was based on too optimistic an interpretation of the continuity of the mineralised zones and too much extension into areas of limited information.

The most recent optimisation work is not based on the most recent manual resource estimate but on the kriged models. It indicated that mining of the resource would not be economic at then current gold prices, a contributing factor being the waste: ore ratio which is around 15:1 or greater. Indicatively at prices of \$625 /oz or better a modest operating cash flow might be derived from mining a fairly modest 2 Mt or more of the resource assuming a plant existed in the area. Using the best case scenario estimate referred to above, approximately 2 Mt was identified as mineable at the then current gold prices which was significantly less than the present price.

AMC's 2004 review of the latest estimate concluded that the interpretation was reasonable and that, while the limits on projection of mineralisation may be conservative, the scope for improving the tonnage by considering the closer spaced drilling or by more infill drilling was not substantial. Moreover estimates of this type tend to overestimate grade and underestimate tonnage so that, in AMC's opinion, the outcome of ongoing more detailed estimates at a cut-off grade of 1 g/t Au might be a tonnage somewhere between 6 Mt and 10 Mt but at a grade lower than 3 g/t Au. We were advised that the manual interpretation was taken into account in the optimisation work but, in the absence of a final resource model supplemented by the closer spaced drilling and perhaps more infill drilling, we did not dismiss the possibility that some of the shallower mineralisation might prove economically mineable if a plant existed in the near vicinity.

Outside of the existing deposit there is considered to be limited down dip potential because the mineralisation is steep and narrow and the higher grades are not of a tenor attractive to underground mining.

There is further mineralisation along strike but so far drill testing of it has not provided encouragement for substantial additions to tonnage. In M38/344 there are small narrow mineralised bodies at Baneygo and a 2001 block model, ordinary kriging estimate provided a shallow Inferred Resource of 0.78 Mt at 1.67 g/t Au (0.5 g/t Au cut-off) and a deeper, higher-grade unclassified resource. Drilling at the Ranch or Baneygo South prospect following up earlier encouragement provided only one good intersection.

On M38/237, regional aircore drilling has so far not located a Rosemont style of mineralisation and there have only been patchy intersections. Similarly work on M38/250 and 319 has only produced indications of small occurrences of mineralisation.

During 2005, 14 aircore holes (1.186m) targeting structural offsets on E38/649 4.5 km north west of the resource provided best results of 4m at 2.9 g/t from 40m in LWAC 008 and 8m at 0.9 g/t Au from 52 m in LWAC 012. 17 aircore holes (797m) were drilled at the Kintyre prospect within a 130m thick ultramafic unit south of Rosemont. Long intersections of 0.5% to 0.8% Ni were recorded with low copper values and are not thought to be indicative of nickel sulphide.

In 1999 AMC valued Rosemont using the then resource figure of over 1 Moz and a Yardstick Value of \$15/oz to \$20/oz, given what was then perceived to be good economic potential.

Given the downgrading to an estimate of contained gold in the order of 0.6 Moz (at a 1 a/t Au cut-off) and the discouragement from preliminary economic work, but recognising some potential for a significant addition to available ore sources if a plant could be justified for Moolart Well, we valued Rosemont using a Yardstick Value of \$5 /oz to \$10 /oz with an addition of 15% to 20% for additional potential to indicate a value of \$3.5M to \$7.0M for the 2004 Report.

From that time to mid-2005, the only material change to impact valuation was the 5% reduction in the Aurora royalty. A rough rule of thumb in AMC's experience is that a percent rovalty is generally equivalent in value to around four percent equity, implying an approximate 20% increase in equity value if the royalty applied throughout the deposit. In this case, AMC applied half of that implicit increase in equity value because the known resource is on Ms 38/343 and 250 and adjusted the Rosemont value to \$3.85M to \$7.7M.

In recognition of the improved gold price, AMC increased the basic Yardstick Value range for its 2005 Report to \$7 /oz to \$12 /oz which, with additional potential and the royalty reduction, valued Rosemont at \$5.5M to \$9.3M. Given the lack of meaningful exploration at Rosemont since its 2005 Report, we have retained the same value range for the current report.

$4.3.4$ Part A Areas

4.3.4.1 Western Belt

Along the north north-western trend, which includes the Aurora-Delta Duketon, joint venture and the Rosemont project are a number of granted Part A tenements and numerous applications. The Aurora royalty applies to E38/387. We have assigned no value to the applications held in the DRJV.

There is renewed interest in the prospectively for nickel associated with ultramafic rocks through this area.

E38/387

Between the Aurora-Delta Duketon joint venture tenements and Rosemont is the granted E38/387, an area of 30 km² over which there are a number of MLAs. The tenement has been drilled on 1 km lines without significant encouragement. Recently 71 aircore holes (5.257m) have targeted shearing associated with the Bandya Sill some 7 km northwest of Rosemont. The best 4m composite assays vary between 4m at 0.11 g/t Au and 4m at 0.36 g/t Au.

Estimated direct expenditure prior to 1999 was nearly \$300,000 and since then about \$180,000. Using a PEM of 0.5 to 0.6 against the former expenditure and 1.0 against the latter and a unit area value up to $$6,000$ /km², and with consideration of the transaction on the Texrise joint venture, we estimate a total value of \$300,000 to \$420,000.

A parallel area of applications lies to the east of E38/387 (M38/469, 475, 795, 826 and 861, E38/1111 and 1186 and P38/3017).

E38/649, 653, 1191 and 1192

In the vicinity of Rosemont, there are three granted ELs (E38/649, 1191(P) and 1192 (P)) as well as a number of MLAs. Within E38/1191 (P) and 1192 (P), an area of about 6 $km²$ , is the Boomerang prospect in which limited drilling tested previous anomalies and a demagnetised zone. Results were generally low, the best intersection being 4m at 0.23 g/t Au. E38/649, and E38/653 to the east, are formerly Texrise joint venture tenements over a total area of 20 km². Some aircore drilling (790m) on E38/653 targeted shear zones and gossans with only low gold values and no anomalous nickel values. JWM paid \$100,000 for a 51% interest in the Texrise tenements and DRJV acquired the remainder in March 2002 for \$100,000.

Based on the recent Texrise transactions and an area value of up to \$6,000 per km² we have valued granted tenements at \$160,000 to \$250,000.

Summary

The total value we have assigned to the granted Part A tenements on the Western Belt is \$0.46M to \$0.67M.

4.3.4.2 Eastern Belt

$4.3.4.2.1$ North of Moolart Well (E38/1163)

On strike of the Deleta joint venture tenement E38/419 at the north-western end of this belt are (i) E38/1163 to the north-northwest and (ii) E38/348, the major Moolart Well tenement to the south-southeast. On the eastern side of E38/419 are four MLA applications (M38/943 to 946) which we have not valued and an area held for water rights L(GW) 38/73 which we have also not valued.

E38/1163 is an area of about 48 km² on strike with the Deleta tenement. The broad zone of low-grade gold mineralisation may continue from Moolart Well into E38/419 and E38/1163 but the potential in the latter is not highly regarded. The Bongo prospect was drilled targeting favourable stratigraphy with a best intersection of 4m at 0.32 g/t Au. Follow up is planned.

We value E38/1163 at \$5,000 /km² to \$6,000 /km² or a rounded \$250,000 to \$300,000. Direct expenditure since Newmont Duketon assumed management in 2001 is limited.

$4.3.4.2.2$ Moolart Well

We have included in the Moolart Well Part A project E38/348 (including the MLAs 38/498 to 500), M38/354 and Ps38/2950, 2951 and 2768. The total area is around 25 to 30 km². The Aurora royalty applies to E38/348 and M38/354.

Surface exploration started in this area following discovery in 2001. The DRJV carried out a major drilling program between March and July 2003 which included 426 aircore holes, 190 RC holes and three diamond holes. At the end of this program Newmont, on behalf of the DRJV, estimated a resource, which was unclassified.

Moolart Well is in the same structural setting as the Dogbolter and Anchor resources to the south. There is limited outcrop through the area but it is interpreted to represent a north north-west trending, east-dipping sequence which, over a more than one km width from west to east, passes from basalt to diorite/dolerite to basalt/ultramafic and then into basalt. Shear zones sub-parallel to stratigraphy are interpreted on either side of the zone of interest within which, based on limited deep drilling, there are broad zones of alteration with gold mineralisation in veined basalt and silicified dolerite. A low angle contact is interpreted at depth which may be a thrust.

A broad palaeochannel some 15 km long and 1.5 km wide is developed over the zone of interest northwards from its southern limit. Within that palaeochannel is a non-outcropping body of gold mineralised lateritic material, which is thought to be both transported and in situ, and is some four km long and 500m to 600m wide (Figure 4.6). At a 0.5 g/t cut-off grade the laterite occurs from 1m below surface to around 20m below surface and is typically mineralised over some 4m to 5m thickness. The laterite channel breaks up into nuclei of greater grade times thickness (Figure 4.7) that have been individually named and targeted for infill drilling. Significant gold mineralisation has been intersected in the underlying saprolite (Figure 4.8) and a prominent saprolite zone (the Blenheim saprolite zone) was identified in June 2006.

Drilling has included RAB, aircore, RC and diamond drilling. Most aircore holes and deep RC holes are drilled at 60 to the west and most shallow RC holes are vertical. Broad-spaced drilling identified the mineralised zone and the area of greater than one gramme metre has been drilled on at least 50m by 50m. The Lancaster area where grade times thickness is greater than 16 gramme metres has been drilled to 25m by $25m$

Resource Estimate

An updated resource estimate was prepared by a recognised external consultant in March 2006 with data available to December 2005. A review of assay quality control data concluded that data quality was adequate. A statistical comparison of RC and aircore data indicated a minor positive bias towards aircore assays. An estimate of the laterite resource using only aircore data returned an average grade up to 6% higher than the combined data, but was derived from a very different population of data points. This may be related to sampling method and sample size and the consultant recommended further analysis of the data. Bulk density measurements have recently started to be collected.

Outlines of mineralised laterite were interpreted at a nominal 0.5 g/t Au cut-off and the base of laterite and the base of saprolite were interpreted from logging data. The resource was estimated in a three dimensional block model with parent cell dimensions of 12.5m X by 12.5m Y by 5m Z with cell splitting to delineate boundaries. Statistical and variogram analysis were carried out on 1m composites. Grade was estimated into the laterite model using ordinary kriging with parameters derived from the variogram study. Grade was estimated into the saprolite model using multiple indicator kriging. A combination of top cuts and restraint in the use of high values was used to reduce the influence of very high-grade outlier assays. A bulk density of 2.2 $\text{tm}^3$ was assumed.

The laterite resource estimate has been classified as Indicated Resource where drillhole spacing allows good boundary definition and grade estimation and Inferred Resource at the boundaries where drillholes are wider spaced. The saprolite estimate is classified as Inferred Resource due to the absence of geological delineation of high-grade lodes. AMC concurs with the classification. Table 4.3 lists the resource estimate as reported by Regis. AMC notes that the statement does not conform with the rounding recommendations of the JORC Code.

Zone	Category	Cut-off (Au g/t)	Tonnes (M)	Grade (Au g/t)	Ounces (000s)
Laterite	Indicated	0.5	8.510	1.50	409
lLaterite	Inferred	0.5	0.466	1.27	19
Saprolite	Inferred	0.8	8.706	2.07	580
Total			17.682	1.77	1.008

Table 4.3			Moolart Well Resource Estimate at March 2006

* this resource statement is presented with the same rounding as Regis public reports

Figure 4.6 Plan of Moolart Well Prospect

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Figure 4.7 Moolart Well Laterite Zone Grade/Thickness Contours

Figure 4.8 Moolart Well Saprolite Zone Grade/Thickness Contours

A pit optimisation study was carried out by a recognised external consultant in March 2006 using the complete resource model (Indicated and Inferred Resources). The sizes of the optimisation shells (Figure 4.9) are sensitive to processing cost (as a reflection of possible plant size) and break up into a series of smaller pits at depth. The contents of the optimisation shells have been reported but cannot be considered to be ore reserves because they include Inferred Resources and are not based on pit designs. However, they indicate that a significant part of the resource is economic to mine within the assumptions used in the optimisations.

Figure 4.9 Moolart Well Optimisation Outlines

A test pit was excavated for detailed examination of the laterite profile, bulk sampling and metallurgical determination. The area excavated was drilled in detail using aircore drilling and the laterite was mined and stockpiled in parcels.

Recognised external consultants carried out testwork in May 2006 on two composite samples from aircore drilling (one of laterite and one of saprolite) with the results listed in Table 4.4. The test work concluded that the laterite and saprolite samples were free-milling, have low cvanide and typical lime consumption and have no identified pulp viscosity problems.

Sample		Recovery	Head Grade Falcon Gravity Gravity/Cyanide Leach Recovery
	(Au q/t)	(%)	(%)
Laterite	2.56	49.8	97
Saprolite	1.35	81.1	95.5

Table 4.4 Moolart Well Metallurgical Results

Infill aircore and RC drilling has continued since the completion of the March 2006 resource estimate. Drilling in laterite in the Halifax area (Figure 4.8) has closed the along strike spacing to 100m and conformed continuity of grade. The Blenheim saprolite zone (Figure 4.9) was partly covered by the resource estimate and has been identified as a consistent zone of higher-grade saprolite mineralisation. Significant Blenheim intersections are listed in Table 4.5. Other significant saprolite intersections (Table 4.6) indicates that the saprolite mineralisation is widespread along strike.

Table 4.5 Significant Blenheim Saprolite Zone Intersections

Hole Number	Section	Depth From	Interval	Grade
		(m)	(m)	Au g/t
MWAC1176	6947450N	104	6	4.59
MWAC195	6947400N	104	5	15.71
MWRC223	6947400N	97	14	4.88
MWAC264	6947400N	101	4	3.09
MWAC646	6947300N	89	10	3.27
MWAC658	6947500N	87	4	3.64
MWAC870	6947400N	95	4	4
MWAC870	6947500N	71	2	11.35

Table 4.6 Significant Saprolite Zone Intersections

Hole Number	Section	Depth From	Interval	Grade
		(m)	(m)	Au g/t
MWAC1172	6947550	64	2	8.66
MWAC1200	6946650	75	8	2.46
MWAC1214	6946800	49	2	5.81
MWAC1237	6947250	48	6	3.75
MWAC1265	6946050	50	3	3.16
MWAC1305	6944300	69	6	9.76
MWAC1309	6944300	111	3	9.58

Aircore drilling on M38/354 during 2004 tested an extension of the Moolart shear corridor south of the resource intersecting low-level gold in laterite. Drilling on P38/2951 across a magnetic anomaly intersected unmineralised banded iron formation.

A soil and rock geochemical sampling programme over the southeast extension of the interpreted fault through Moolart did not generate any high priority targets.

A gravity and magnetic survey assisted with stratigraphic interpretation.

A small number of diamond drillholes and deeper RC holes have previously been drilled to identify primary gold mineralisation below saprolite. MWDD003 was drilled on Section 6944600N. Within a broad zone of alteration there were several intersections of significant gold grade, three of which were narrow but one recorded 24m at 1.49 g/t Au from 180m down hole, which included 10m at 2.10 g/t Au from 191m down hole. Two diamond holes were drilled on section 6946200N. MWDD0022 intersected 15m at 2.31 g/t Au from 234m down hole in a broad zone of quartz-carbonate-pyrrhotite alteration in quartz dolerite.

Deeper RC holes, mainly in the Lancaster to Lancaster North area, were drilled to target the primary zone. There is minor evidence of depth continuity to near-surface mineralised zones and better gold intersections in the primary zone are mainly narrow and of modest grade. The best intersections include 3m at 6.4 g/t Au from 199m in MWRC210 (within 5m at 4.2 g/t Au), 2m at 20.5 g/t Au from 99m in MWRC223 (within 14m at 4.9 g/t Au) and 2m at 4.6 g/t Au from 115m in MWRC244 and do not clearly demonstrate any continuity. However the mineralised corridor is extensive, the zones of low-grade mineralisation and alteration are broad and the deeper testing to date is limited so that potential for economic deeper mineralisation remains.

Planned Work

A diamond drilling programme of 51 drillholes totalling 4,812m has been planned with holes targeted to provide:

Metallurgical samples in laterite and saprolite.
Geotechnical information for pit design.
Information on geological, structural and grade continuity.

The drillholes are planned for a number of the resource areas, although concentrated in the Lancaster area.

Economic Potential and Valuation

Pit optimisations show that, within the assumptions used for the optimisation, an economic pit can be designed although final dimensions will depend on assumptions about operating costs and plant capacity. The optimisations have been carried out on Indicated and Inferred Resources and cannot yet be reported as ore reserves. Continuing drilling, however, indicates that a significant proportion of the Inferred Resource should be converted to Indicated Resource. Metallurgical testing of the laterite and saprolite is encouraging and a conventional CIP treatment plant is likely to be suitable. A treatment operation at Moolart Well may change the economics of other resources held by Regis within reasonable trucking distance.

In AMC's opinion, the only meaningful approach to valuation is to use a Yardstick Value. and we have applied \$15.0 to \$25.0 per resource ounce (1 Moz), recognising that 40% of the resource is classified as Indicated Resource, ongoing infill drilling suggests a high rate of conversion of Inferred Resource to Indicated Resource and the preliminary optimisation results have been encouraging. These assumptions result in an estimate (rounded) for 100% of the Moolart Well area of \$15.0M to \$25.0M. This compares with an estimate for 100% of the project in the 2005 Report of \$10.0M to \$18.0M, using a Yardstick Value of \$12.5 to \$22.5 per laterite resource ounce (450,000 oz) plus upward adjustments for sub-laterite potential and a rovalty reduction. Regis has also spent nearly \$3M in direct exploration expenditure on the prospect since the 2005 Report (to August 2006).

$4.3.4.2.3$ South of Moolart Well

E38/1406 and Applications

Immediately south of Moolart Well are a number of applications for ELs, MLs and PLs over an area of about 35 km² to 40 km² within which E38/1406 (3 km²) has been granted. Given the prospectively along strike from Moolart Well and the DRJV's priority through these applications, we have assigned a value of \$7,000 /km² to \$10,000 /km² with a discount factor of 50% for the application status and included an undiscounted value for E38/1406 for a rounded value of \$100,000 to \$150,000.

E38/380.381.1184 (P)

Further to the south but generally to the east of the projection of the Moolart Well trend are three granted ELs (38/380, 381 and 1184 (P)) within which there has been some aircore drilling and other exploration by Regis. A number of tenement applications cover the same area. The total area of the three granted ELs is around 75 km². ELs 38/380 and 381 carry the Aurora royalty.

Within these areas are the Campervan and Winnebago prospects with limited encouragement from aircore drilling so far for gold mineralisation. Some positive nickel results including 12m at 0.56% Ni and 24m at 0.55% Ni have been recorded at Campervan and are associated with ultramafic rocks.

The cumulative direct expenditure on these three ELs is around \$0.5M of which about half was prior to 2000. AMC values them on an area and expenditure basis, with allowance for the reduction in royalty, at \$460,000 to \$520,000.

Summary

The total value estimate for tenements south of Moolart Well is \$560,000 to \$670,000.

$4.3.4.2.4$ Erlistoun Project

Tenements of the North Laverton Joint Venture occur to the south of the Moolart Well area but include a former tenement in that joint venture which is now owned 100% by the DRJV. This tenement, M38/407, covers the Erlistoun project which has been subject of limited historical mining and for which the most recent Inferred Resource estimate is 1.38 Mt at 4.34 g/t Au with a 1 g/t Au cut-off. Nearly half of the resource is oxide and transition mineralisation. The mineralisation is associated with a shallow west-dipping quartz vein in granodiorite, which appears to abut to the west a steeper east-dipping contact with a dolerite/ultramafic sequence. There is an interpreted north plunge to the higher-grade shoots in the guartz veining. Drilling prior to the 2004 Report achieved one encouraging intersection of 8m at 6.5 g/t Au on the western contact, which may be a shear. Two subsequent RC holes targeted the western shear contact but recorded only low gold values. The mineralised zone is open to the north although limited at present by the boundary of the granted tenement. Five RC holes drilled on behalf of the tenement owner to the north recorded some good gold values.

Recent drilling includes two RC holes targeting high grade plunging shoots which intersected the quartz vein with best intercepts of 8m at 3.7 g/t Au, 3m at 1.4 g/t Au and 4m at 1.4 g/t Au. Sixteen aircore holes (647m) were drilled on the northern margin of the resource without significant results.

Optimisation work was carried out on a kriged block model with a tonnage of 2.7 Mt at 2.65 g/t Au. The results of that work indicated that mining would be marginal if ore had to be trucked to Bronzewing (now closed) but would achieve a robust operating cash flow if there was a gold plant in the vicinity. Given the results of this preliminary optimisation and the potential for additions to the potentially economic resource, we value it at a Yardstick Value of \$7 to \$12 per contained ounce or \$1.35M to \$2.3M.

Against that, the 100% interest in the project was achieved by a purchase of the residual 20% beneficial interest for \$100,000, a Yardstick Value of nearer \$2.50/oz. Because of its potential to add ore to an operation that might be based on Moolart Well and the recent increase in gold price, AMC thinks that a higher value is justified.

P38/2918 near Erlistoun was granted during 2005. Initial drilling has not provided encouragement and we consider its value to be within the range of error of the above figure.

South of Erlistoun and south of the North Laverton Joint Venture areas are a number of applications, which we have not valued.

$4.3.4.2.5$ Summary of Part A Eastern Belt Values

The values estimated above add to \$17.2M to \$28.3M (rounded).

4.3.4.3 Summary of Duketon Central Part A Values

Project	Project Value \$000	2005 Report Project Value \$000
Part A Western Belt
E38/387	300 to 420	220 to 340
Rosemont Vicinity	160 to 250	160 to 250
Sub-total	460 to 670	380 to 590
Part A Eastern Belt
E38/1163	250 to 300	250 to 300
Moolart Well	15,000 to 25,000	10,000 to 18,000
Moolart Well South applications and E38/380, 381, 1184	560 to 670	460 to 570
Erlistoun	1,350 to 2,300	1.350 to 2.300
Sub-total	17,160 to 28,270	12,060 to 21,170
Total (rounded) \$M	17.2 to 28.3	12.4 to 21.8

$4.4$ Burtville Project

The Burtville sub-project area of the DRJV covers a number of isolated greenstone areas between the Duketon greenstone belt and the Laverton greenstone belt. All of the tenements are Part A.

$4.4.1$ Mt Zephyr (E37/706, E39/898, 899 and 924)

This area of about 155 km² and previously termed Nambi was explored for base metals in earlier vears and is considered to have nickel potential because the greenstone includes ultramafic rocks as well as basic intrusive rocks. The area is largely sand-covered.

Earlier shallow drilling by JWM achieved a few interesting gold intersections. A recent farm-out agreement with Regal Resources NL indicates a low valuation of around \$50,000, which is only \$300 /km². AMC values the DRJV interest in the area at \$50,000 to \$100,000.

$4.4.2$ Burtville (E38/1112(P), 1113(P), 1114(P), 1115(P), 1105(P), 1199, P38/2993)

Within this approximate 140 km² (granted) area of greenstone near Laverton are seven granted tenements of which five have been plainted.

Underlying rocks include felsic and intermediate volcanics and a maior 330° shear structure is interpreted to pass through the area. Testing of an aeromagnetic anomaly called Big Red (E38/1113) intersected basaltic rocks with no significant gold values and widespread aircore drilling of the eastern part of the shear zone resulted in only a few low-grade gold intercepts.

The area has a lot of interest because of its proximity to known major deposits such as Granny Smith, Sunrise Dam and Wallaby, Recent soil sampling on E38/1199 provided elevated gold results near Sunrise Dam. However the presence of plaints impacts on the valuation.

On the southwest margin of E38/1113, A1 Minerals Limited ("A1") has discovered significant gold mineralisation at Bright Star Alpha under alluvial cover. Good intersections of medium to high-grade gold have been intersected over more than one km of strike with recent estimates of some 600,000 ounces of gold contained in resources. The mineralised zones dip shallowly to the northeast towards the DRJV tenement but are a considerable distance from the boundary. However an extension of Bright Star to the northwest would trend into DRJV ground. Market capitalisation of A1 nett of cash is about \$11M to \$12M and it is reasonable to assume that a large part of that relates to Bright Star.

A1 has purchased several small tenements in the area for a consideration in the range of \$7,000 to \$13,000 per tenement with a 1% royalty on one mining lease. It has recently acquired another company's tenements said to be within trucking distance of Bright Star for cash and shares approximating \$0.7M in total.

For the 2005 Report, AMC used a Technical Value of \$5,000 /km² to \$7,000 /km² for a project value of \$0.7M to \$1.0M. We have retained the value for this report. We have not estimated a share market premium to that value but think it is reasonable that investors may consider that such a premium is appropriate because of the proximity of Bright Star.

$4.5$ Welcome Well (E37/664)

This area of 59 km² in granted tenements overlies mainly greenstone rocks. It is a separate area to that in the Copper Well joint venture (Section 6.2). Recent soil sampling has generated a coherent gold anomaly over 350m strike.

AMC values it at \$3,000 /km² to \$5,000 /km² or \$180,000 to \$300,000 (rounded).

4.6 Summary

The estimated Technical Value of the Burtville Part A tenements is \$0.93M to \$1.40M.

5 REGIS INTERESTS WITHIN DRJV JOINT VENTURE AREA

Under the terms of the DRJV, Newmont Duketon can reject a Part A or Part B tenement, in which case Regis can accept it and retain the full interest of the DRJV. Projects which fall into this grouping are:

$5.1$ Camel Hump (E38/1146, several ELAs and MLAs)

The project area is south of Duketon Central overlying mainly greenstone geology near the intersection of the Eastern and Western Belts.

The granted area is small (3 $km^2$ ). There is about 110 $km^2$ under application. We value Regis's interest at \$20,000 to \$40,000 with a small unit area value for the applications of up to \$300 / $km^2$ .

$5.2$ Mt Mabel

This is an area of MLAs at the northwest extremity of the Western Belt. JWM spent some \$160,000 on a previously existing EL.

We assign Regis's interest a nominal value of \$20,000.

5.3 Christmas Well

Two MLAs on the eastern side of the Eastern Belt are considered to have little value.

5.4 Other

At Salt Well, Regis has title to the granted P37/5225 and a small MLA.

At Welcome Well, there is some 8 km² of applications in its name and at Angus some 10 $km²$ of applications.

At Pinnacle there is one MLA of 7 km².

We value these interests at a nominal \$15,000 to \$25,000 of which \$10,000 to \$15,000 is for the granted PL.

$5.5$ Summary

We value Regis's interest in these tenements at \$55,000 to \$85,000.

6. NON-DRJV PROJECTS, LAVERTON AND LEONORA AREA

$6.1$ Burley Well

Regis is earning into this area of applications of about 90 km² and to the end of 2003 had spent some \$450,000 towards an earning expenditure of \$850,000 for a 75% interest. Regis advise that direct expenditure is around \$214,000. MLAs overlie the area of a forfeited EL. The area is largely under cover and work will follow up some earlier gold values achieved by RAB drilling.

Because the EL has lapsed we have discounted the value of Regis's expenditure to \$100,000. This is equivalent to a discounted area value of \$1,600 /km² for a beneficial 60% interest.

6.2 Copper Well Joint Venture

JWM paid approximately \$0.5M in cash and shares between 1993 and 2000 for a 50% interest and is earning a further 35% interest in this area. Cumulative Regis direct expenditure has been around \$1.0M.

There are two sub-projects in this joint venture, Salt Well and Welcome Well. In the Salt Well area of 62 km² granted (P37/5225 and E39/383) interesting gold values have been recorded at the base of transported sand within altered greenstones. Aircore drilling has confirmed the mineralisation but results are of a low order.

Welcome Well is an area of about 57 $km^2$ of PLs (P37/6158 – 6184; 6190-97). While limited soil and RAB drill testing to date has not been encouraging, there is a considerable area of positive BLEG sample results warranting further exploration. A major northeast trending structure intersects the regional Keith-Kilkenny lineament near the southern part of the area.

The area of granted tenements in the Copper Well joint venture is about 120 km². A unit area value of \$3,000 /km² to \$4,000 /km² indicates a project value of \$360,000 to \$480,000. Direct expenditure with a PEM of 0.6 to 0.8 indicates a value of around \$700,000. Using a range of project value of \$400,000 to \$700,000, we estimate a value for Regis's beneficial interest of \$250,000 to \$450,000 (rounded).

$6.3$ Melita (P40/1066, 1091 and Applications for Es and Ms)

Regis is earning a 70% interest in this area for expenditure of \$1.0M over three years and to date has spent some \$70,000. The granted area is small but applications extend over some 180 km² based on plans provided to AMC.

The area, 15 km south east of Leonora, overlies a complex of basalt, rhyolite and sediments which has been considered prospective for base metals in the past as well as for gold. There has been limited exploration by the farm-inee, Great Gold Mines NL, and reconnaissance RAB drilling is planned over structural targets. AMC reviewed the project in 1999 and regarded it as having some potential for discovery of small, low to medium grade gold occurrences at depth as well as continuing to have some base metal potential. There has been no work in the area since the 2004 Report. We value Regis's small beneficial interest in the area at \$50,000 to \$100,000 based on its expenditure.

$6.4$ Kowtah (P39/4070-79)

There is limited information about this area of about 19 km² granted and about 45 km² of applications overlying greenstones. Considering it is made up of 10 PLs with a typical unit value of \$10,000 to \$15,000 based on Comparable Transactions, and considering expenditure of about \$230,000 with a PEM of 0.6 to 0.7. AMC values it at \$100,000 to \$150,000.

6.5 Summary

The estimated Technical Value of Regis's non-DRJV derived interests is \$500,000 to \$800,000.

SUMMARY OF TECHNICAL VALUES $\overline{7}$

Table 7.1 summarises AMC's valuation of the mineral assets in which Regis and Newmont Duketon have an interest.

Project	Combined Newmont Duketon-Regis Value \$000	Newmont Duketon Value $(40.8\%)$ \$000	Regis Value (59.2%) \$000
Collurabbie	3,500 to 4,500	1,430 to 1,840	2,070 to 2,660
Duketon Central
Part B	2,560 to 3,790	1,040 to 1,550	1.520 to 2.240
Rosemont	5,500 to 9,300	2,240 to 3,800	3,260 to 5,500
Part A West	460 to 670	190 to 270	270 to 400
Part A East	17,160 to 28,270	7,000 to 11,530	10,160 to 16,740

Burtville	930 to 1,400	380 to 570	550 to 830
Total JV areas	30,110 to 47,930	12,280 to 19,560	17,830 to 28,370
100% Regis Projects in DRJV Area	55 to 85		55 to 85
Regis Interests outside DRJV Area	500 to 800		500 to 800
Total (rounded) \$M	30.7 to 48.8	12.3 to 19.6	18.4 to 29.3

Table 7.1 Summary of Technical Valuation

The Valmin Code states that a preferred value should be estimated unless there are cogent reasons not to. Value estimates for exploration assets are subjective and the estimating methodologies often result in a wide range. For this reason, AMC usually selects a mean value as its preferred figure.

The separate Technical Values which result from this assessment are:

$(i)$ \$18.4M to \$29.3M, preferred value \$23.9M. Regis
\$12.3M to \$19.6M, preferred value \$16.0M. $(ii)$ Newmont Duketon

As discussed herein, AMC accepts that in the present share market a premium could be appropriate because of the proximity of joint venture areas to Collurabbie Hills and Bright Star as well as because of the general increase in share market capitalisations of exploration companies.

If Regis's recent call option is ratified by shareholders, its direct and indirect interest in the DRJV will increase to 80%. Table 7.2 shows the resulting adjustments to valuation should this increase in interest be confirmed.

Project	Combined Newmont Duketon-Regis Value \$000	Newmont Duketon Value (20%) \$000	Regis Value (80%) \$000
Collurabbie	3,500 to 4,500	700 to 900	2,800 to 3,600
Duketon Central Part B	2,560 to 3,790	510 to 760	2,050 to 3,030
Rosemont	5,500 to 9,300	1,100 to 1,860	4,400 to 7,440
Part A West	460 to 670	90 to 130	370 to 540
Part A East	17,160 to 28,270	3,430 to 5,650	13,730 to 22,620
Burtville	930 to 1,400	190 to 280	740 to 1,120
Total JV areas	30,110 to 47,930	6,020 to 9,580	24,090 to 38,350
100% Regis Projects in DRJV Area	55 to 85		55 to 85
Regis Interests outside DRJV Area	500 to 800		500 to 800
Total (rounded) \$M	30.7 to 48.8	6.0 to 9.6	24.6 to 39.2

Summary of Technical Valuation, Regis Interest in DRJV 80% Table 7.2

$\mathbf{R}$ PREVIOUS VALUATIONS

In 1999, AMC valued JWM's interests in the Duketon project at \$22M to \$24M. That included interests which are now held 100% by JWM within and without the DRJV area then valued at a total \$0.65M to \$1.95M and now valued at \$0.5M to \$0.8M, including the Melita project which was not part of the 1999 portfolio. For the remainder of these projects, there has been no positive exploration progress and a number of the tenements have been relinguished.

The remainder of the Duketon project valued in 1999 included some projects no longer held by the DRJV but only 70% of Rosemont. The combined interest in the overall area is now valued at \$30.7M to \$48.8M (2005 Report \$24.1M to \$40.3M). The main differences are a reduction in the value of 100% of the Rosemont project from \$21M to \$29M (rounded) in 1999 to \$5.5M to \$9.3M in 2006 and an increase in value of the Moolart Well project area from \$0.3M to \$0.4M in 1999 to \$15.0M to \$25.0M. Other areas in which values can be compared are listed in Table 8.1.

	1999 (SM)	2004 (SM)	2005 (SM)	2006 (SM)
Collurabbie	$0.7$ to 1.0	$0.75$ to $1.3$	$2.2 \text{ to } 3.3$	$3.5 \text{ to } 4.5$
Aurora - Delta Duketon JV	0.15	$0.15$ to $0.2$	$0.15$ to $0.35$	$0.2$ to $0.5$
Murphy Hills	1.3 to $2.0$	$0.5$ to $0.8$	$0.56$ to $0.84$	$0.56 \text{ to } 0.84$
Hot Holdings JV	$0.1$ to $0.15$	$0.1$ to $0.2$	$0.05 \text{ to } 0.125$	0.05 to 0.125
North Laverton JV	$0.9 \text{ to } 1.3$	1.2 to $1.5$	1.3 to $1.75$	1.3 to $1.75$
Mt Zephyr	$0.2$ to $0.4$	$0$ to $0.1$	$0.05$ to $0.1$	$0.05$ to $0.1$

Table 8.1 Comparison of 1999, 2004 and 2005 Technical Valuation Estimates¹

¹ DRJV interests

Definitive comparisons are difficult because of the changes in project groupings and relinguishment of tenements.

Changes between 2004 and 2005 relate partly to recognition of nickel prospectively, particularly at Collurabbie, while the assessment of gold prospectively has changed at Moolart Well and in the North Laverton Joint Venture. Additionally values for gold projects recognise the recent increase in gold price.

The considerable reduction in the overall JWM mineral asset value between 1999 and 2004 was because it had effectively exchanged some 80% of its interests in the Duketon joint venture for discharge of debt.

In early 2006, Regis increased its interests in the Rosemont and DRJV joint ventures from 20% to 59.2% by an allocation of Newmont Duketon shares in exchange for an issue of Regis shares. This, together with the continued encouraging results at Moolart Well, is the main reason for the substantial increase in the Regis mineral asset value from \$5.2M to \$8.7M, preferred value 7.0M in AMC's 2005 Report to \$18.4M to \$29.3M, preferred value \$23.9M in this Report.

$\bf{q}$ RISKS

The valuation is based on the status of tenements and information about the projects therein at the date of this report. It is AMC's assessment of Technical Value represented by potential for economic exploitation of one or more of the projects and/or for sale value of one or more of the tenements. It is a going concern value in which no aspect of forced sale is considered. Realisation of the value is dependent on future technical and economic developments and the future status of the tenements that contain the potential value and, to some extent, on contingent liabilities such as rehabilitation costs that may be associated with some of the tenements.

It has been noted that there is a risk that rehabilitation costs may differ from the amount of bonds that have been lodged and that there are a number of tenements which are at risk because of their poor standing.

Any future change in the circumstances of Regis that could result in a condition of forced selling of project interests is a risk to the values assessed in this report.

10 SOURCES OF INFORMATION

The information used for the assessment included in this report is based on the due diligence for the 2004, 2005 and current Reports, a site visit to the Duketon area in April 2004, discussions in the offices of Regis in Melbourne / Perth and Newmont Duketon in Perth, and a review of documents, reports, correspondence, plans and sections provided by Regis and Newmont Duketon. Material references are listed in Appendix A.

Expenditure information has been derived from three sources:

ì. A Newmont Duketon schedule for each of the joint ventures with expenditure to late 2001 by JWM and subsequent expenditure to 31 August 2006, sub-divided in each case into direct expenditure categories such as drilling, assay and consultants and indirect expenditures such as overheads and tenement maintenance. Pre-2001 expenditures by parties other than the JWM are apparently excluded.
ii. Regis's advice of expenditure for the projects without Newmont Duketon interest.
iii. A listing of joint venture expenditure for the Part A tenements since Newmont Duketon took over management to 31 August 2006.

Diagrams have been sourced from Regis and Newmont Duketon. The most recent resource estimates have been sourced from reports of consultants to the DRJV and Reais.

$14$ QUALIFICATIONS

AMC is a wholly owned subsidiary of Ausmincon Holdings Pty Ltd and is a firm of mineral industry consultants whose activities include the preparation of due diligence reports and reviews of mining and exploration projects for equity and debt funding and for public reports.

This report has been prepared by P R Stephenson BSc (Hons) and D P Carville, both Principal Geologists with AMC with more than 30 and 25 years experience respectively in the mineral industry. It has been peer reviewed by G R Appleyard BSc (Hons) BA, a Director of AMC with more than 40 years experience in the mineral industry, including due diligence of numerous projects in Australia and overseas and the completion of numerous valuations of mineral projects and mineral companies.

Independence

AMC has previously undertaken assignments for Regis (including as JWM) and other companies sharing significant shareholders and management. Most of these assignments have been of a due diligence and valuation nature for public reports.

The Specialist reports on JWM / Regis in 2004 and 2005 were prepared for Benson.

AMC, P R Stephenson, D P Carville and G R Applevard have no shareholdings or other interests in Regis or in any of its assets reviewed. AMC has no pecuniary interest, association or employment relationship with Regis other than the payment of a fee according to its normal per diem rates and out-of-pocket expenses for consulting services including preparation of this report. AMC's fee is not contingent on the outcome of the transaction subject to this report.

Reliance on Information

In AMC's letter of engagement, Regis agreed to comply with those Obligations of the Commissioning Entity under the Valmin Code including that to the best of its knowledge and understanding, complete accurate and true disclosure of all relevant material information would be made.

Regis has advised AMC in writing that to the best of its knowledge and understanding complete, accurate and true disclosure has been made to AMC of all material information relevant to the projects described in our report. In preparing this document, to the extent that it is based on information and reports provided by Regis, AMC has relied on information and reports provided to it by Regis. AMC accepts no liability in respect of such data or information, save that it has exercised reasonable care as set above, in the use of such data and information. AMC makes no representation and gives no warranty as to the accuracy or completeness of the data or information contained in any information or reports that it has relied on.

Regis has been provided with drafts of our report to enable correction of any factual errors and notation of any material omissions. The views, statements, opinions and conclusions expressed by AMC are based on the assumption that all data provided to it by Regis are complete, factual and correct to the best of Regis's knowledge.

Effective Date

The conclusions in this report are effective as at the date of the report, however those conclusions could change in the future depending on changes in metal prices and/or results and technical changes at the proposed operations and/or results of exploration and/or status of tenements. AMC disclaims responsibility for any changes that may have occurred after the date of this report.

Standard of Work

AMC warrants that in the preparation of this report it has taken reasonable care in accordance with standards ordinarily exercised by members of the profession generally who practice in the same locality and under similar conditions. AMC accepts no liability whatsoever in respect of any failure to exercise a degree or level of care beyond such reasonable care. No other warranty, express or implied, is given, save where necessarily incorporated by statute. The report has been prepared in accordance with the scope of work and for the purpose outlined in the engagement letter dated 5 July 2006 and should be read in full. No responsibility is accepted for the use of any part of this report in any other context or for any other purpose or by third parties. This report does not purport to give to legal advice.

Consent

AMC consents to the issue of this report to shareholders in the documents concerning this transaction in the form and context in which it appears and has not before their lodgement with the Australian Securities and Investment Commission ("ASIC") withdrawn our consent. Neither AMC's report nor any part of it, nor any reference to it, may be used for any other purpose without AMC's prior written consent.

Reliance on Report

To the extent permitted by law, AMC accepts no liability whatsoever, whether in contract, in tort or negligence or otherwise, for any loss or damage (including consequential or economic loss or damage) arising as a result of any person other than the named addressees acting or refraining from acting in reliance on any information. opinion or advice contained in this document.

No person (including the clients) is entitled to use or rely on this document and its contents at any time at which any fees (or reimbursement of expenses) due to AMC are outstanding and, in those circumstances, AMC may require the return to it by any person of all copies of this document and any part of it in their possession.

Indemnity

Regis has indemnified AMC in regard to damages, losses and liabilities related to or arising out of AMC's engagement other than those arising from wilful default, negligence or unlawful act on our part.

Signatories

The signatories of this report are corporate members of the AusIMM and are bound by its code of ethics.

R appleyerd.

G R Appleyard BSc (Hons), BA, FAusIMM (CP), MCIM (Life)

Director

isteoria . . . . . . . . . . . . . . . . . . . .

P R Stephenson BSc (Hons) Geology, FAusIMM (CP), FAIG, MMICA, MCIM Principal Geologist

APPENDIX A

REFERENCES

AMC Report 104031, May 2004, Johnson's Well Mining NL, Specialist Report $\mathbf{r}$ (with references appended).
AMC Report 105049, December 2005, Regis Resources NL, Review and Valuation of Mineral Assets (with references appended).
Ammtec Ltd, May 2006, Gold Extraction Testwork associated with the Moolart Well Gold Project.
Golder Associates Pty Ltd, March 2006, Moolart Well Deposit Interim Resource Model.
Golder Associates Pty Ltd, March 2006, Open Pit Optimisation of the Moolart Well Deposit Gold Deposit.
McMahon Mining Title Services Pty Ltd, September 2006, Review of Regis Resources NL Material Tenements.
Regis Resources NL, Report for Quarters ending 31 March 2005 and 30 September 2005.
Regis Resources NL, 2005 Annual Report.
Regis Resources NL, ASX Announcements and Exploration Presentations.
Regis Resources NL, Summaries of Expenditure, 1 October 2005 to 31 August 2006.

APPENDIX B

SPECIALIST REPORT ON TENEMENTS

21 September 2006

Mr P Stephenson AMC Consultants Pty Ltd 19/114 William Street MELBOURNE VIC 3000

Dear Sir,

RE: SPECIALIST REPORT ON MINERAL ASSETS OF REGIS RESOURCES NL

As requested attached please find a report on the Regis Resources NL material tenements.

The report was compiled by Mr Shannon McMahon, a Tenement consultant with in excess of five years experience as a Tenement Manager.

We consent to the use of this report in the valuation of Regis Resources Mineral Assets.

Please do not hesitate to contact us if you require further information.

Yours faithfully,

Shannon McMahon

Director

CC: Regis Resources, 11/461 Burke St, Melbourne Vic 3000

SPECIALIST REPORT ON MINERAL ASSETS OF REGIS RESOURCES NL DATED 20^th September 2006

This Report was prepared from a review of The Western Australian "Department of Industry and Resources" database systems. In particular MiTiS and Tengrapgh. These systems were accessed between 18^th & 20^th September 2006.

SCHEDULE

The attached schedule contains the individual tenement details and should be read in conjunction with this report.

HOLDERS

The Attached schedule details the registered Holder and Shares for each of the individual fenements

AREA

The current areas are detailed on the tenement schedule.

The following tenements have been surveyed:

M38/114, M38/237, M38/292, M38/303, M38/316, M38/317, M38/341, M38/343, M38/344. M38/630

APPLICATION/GRANT & EXPIRY

The attached schedule details the grant and expiry dates of the tenements.

A number of tenements are subject to Section 49 & 67 conversion applications. Due to these conversions the tenements remain in force until the applications are granted. This results in the expiry date not been relevant. In these instances we have noted that the tenement has been converted in the Expiry Date column.

E38/1135 has an extension of term pending.

RENT

The attached schedule details the date that the next rent is due and the amount of the rent. There are no overdue rents.

RATES

We have estimated the amount of Shire Rates that will be due for the year 06/07. We have not confirmed if all rates have been paid.

EXPENDITURE

The attached schedule details the annual commitment, Expenditure since grant, Commitment since grant and a comment on the history.

The comment on History details whether an exemption from expenditure has been refused or is still pending. Where an exemption is granted the tenement is deemed to have met expenditure. This has not been noted.

CONDITIONS

We have not detailed individual conditions, however we have outlined the tenements that have non standard conditions.

No condition imposed on the tenements are unusual.

STANDING

The Standing of the tenements has been defined as Good, Fair or Poor.

The standing was determined by the expenditure history in particular if exemptions were refused or commitment met, whether the rental was paid and plaint action.

TENEMENT DOCUMENTS

Tenement Documents (Original Licence Documents) have been issued on all granted Exploration Licences and Prospecting Licences. We have not investigated the whereabouts of the Original Licence Documents.

RENEWAL

Exploration Licences can be renewed for periods of 1 or 2 years, or have Section 67 Mining Lease applications made over the area of the tenement. All exploration Licences that have passed their expiry date have had either an extension of term granted or are subject to Section 67 Conversions except E38/1135 which has an extension of term pending. These tenements remain in force until the Section 67 applications or the extension of term is determined.

Prospecting Licences that have passed their expiry dates have been subject to Section 49 conversions. These tenements remain in force until the Section 49 applications are determined.

Mining Leases can be renewed for periods of 21 years. There are no mining leases that have required renewals to be lodged.

ROYALTIES AND REGISTERED ENCUMBRANCES

The schedule details the registered encumbrances against all tenements.

We have not investigated whether any:

$a)$ Indirect interests such as overriding royalties; or
b) liabilities, liens and encumbrances including those relating to rehabilitation exist.

PLAINT ACTION

We have noted which tenements have current plaints registered, however we have not investigated the details for the plaint action or made comment on the likely outcome of these plaint actions.

NATIVE TITLE

As all tenements are granted we have not investigated the status of Native Title on the tenements or whether any agreements relating to Native Title effect any tenement.

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16,00 Navis	89883	ম	Contact Vices	zi si	ZI SAN		经济的	58432 88		5	509935	500.00		Started
鳃脑 327208	solvesse	হ	Septime	20 %	Q.XX	16-98-61	18900-09	M.W.S.A	19-A28-61	\$1,144.52	きをきる	Siskabo		Sharking	ŝ	SOBMON NOWSER	tees.
16,00 34.32	300000000	あい	Edicativatio	$\frac{\phi}{\lambda}$	物理器 ia.	7834098	å	52,940.83	Zaarge of	医结肠	20.027.936	10.00000	Opper Find Soc (2012)	Started - For models Or	3)
edi nely CONTRACTOR	Rose	ই	Contexten	š	33,33	22-Aug-23	probent.	\$3191.8	11-949-01	黑斑	ź		an assessment	Sherving	2		Creek
$\mathcal{C}(\mathcal{O})$ 891198	89883	য়ায়	常见	$\frac{3}{2}$	義密	LZ-Reykli		52,940.82	Coder L	8488.18	80,000,00	52.323.66	Sygen Paperty	9223546	1.3,8,8	ł	š
120,000 CONTRACT	SOBRESS		Chinesis:Copens	s.	X	18429.91	12051-10	SSTER	12-09-00	1392.00	á		an article disea	Shandard	X		富裕
10,00 Control	EXEMPT	R	常见	ad Ba	義密	Libraria	å	2003年10月	Listere	学习	1986.08	52.325.00	Super Process	Sharehold	医尿道	I	en.
22.700 lisenti i	solviess	滞	REGISTS	ان م	93%	03.3m2	ŝ	Obieka.	Or denk	5241032	さまりの		SSSSMARK NOT	Services	$1.3.8$	最終	$\frac{\delta}{\mu}$
20.75 No.it.in	es sexes	R	爱尔思	a. "	RV 1880	装运机	á	51288.25	ZB-Jan-GS	SOH-62	NGK 388	82.32.66	Epper Sind Se	Search of	愛情	ľ	š
128,700 Book	solares as	ই	Space See	$\frac{8}{3}$	80,880	12 May-01	Š	\$2,100.63	11-887-01	SOAN.33	\$62,725.00		seauxo origine recept	Sheking	3,203,32	ł	흵
MEYOR 5367339	ESPRESSI	ž,	0200000	l≈⊗.	後漢	76 Apr 46	25.44.45	578,AV63	75-Apr-01	第5条:	1295.2009	1000388		Starped Color	$\lesssim 3$	Entertainment of Years: Principles	Genet
認知 Book	scheen	s	Morgan Openine	12 M.	S)	No Age-Of	Čæne	87,191.8	28.000	81780.15	新闻的		status organization as	Service	D,		tines.
10.00 1987162	89883		Colorador	$\frac{\alpha}{\alpha}$	跨線	76 Apr 40	å	525825	ZS-Apr-02	54000	5682.692	100000013	open Find (22	Startung	ă		Secs
128,100 iskinde S	solaresca:	Ť	Maxied Opening	s.	sa seo ×	第三条	Cocke	15.730.51	19-19-01	584020	医室内炎		sessas ofeen exicita, renda	Sharking	(2, 3, 8)	aikit	š
36.00 1987138	solece		Orietor/Cares	$\frac{a}{\sim}$	ISSNO	Zamayo	194449	5210.10	19-48-53	\$136.00	\$1.08.00	53000		Starround	계		See
128.100 Secretary	Roale	Ť	Graduation of the sta	희의	15,000	第三条	10-46-52	\$420.29	Sunday of	137613	\$68,998.99		Stepsburgen av 01 für Band	Sharking	めぶ	Ester	š
Service AREANS (	soletexe?	÷	CulterportConded		15,000	SCLESSOR	29.55.07	\$4,250.00	28-16543	\$39.95	\$4,000.00		Sto 503 50 Bases Hof O2, Flore O2	Channel	$\frac{1}{2}$	Signs	ž
88.98 61,000 1991	existence	Ñ	Gustoppidus s	\$	man	1842年6月	17-089-10	NEWS 28	12082	sases.	1		SA WANTED	Sternon	ă		Sec.
NEFFER 2001.001	solares.	R	Profession	al	ROWS	RG-ESSE	š	\$5,882.87	28-14940	893522	だいがい		STALTOS OF ELEVATION COLLEGEN ON	Changes - no Bennis or Represe	18,9		ž
多少 1,382,0288	ę		802000	$\mathbf{g}$	15,000	21 Apr (36	20-Apr-11	33252	20 Apr (27	2006:5	결	길	Altes of Gear	Slenton - Varo Reserve contribus			Seco
Mariated 138/11/09	solenze:	R	Barbara	$\frac{d}{2}$	10,480	ZHOULO	1993:10	STORES	1903-09	多気い	s		Sell Stock Souther	cesa.sec	Ř		Japan.
Searc EDS VAN	$m/s\bar{s}$	x	Gustoon Coase		Š	26-38-03	25.00-10	SIRS	25-36-03	100019	\$1000.00		Stress-value (0) 00768	Sternoon	ă		š,
Mariated 1565.600	solenios	R	Contentation	함을 주	XIAN	221-92V-00	Care C	\$2,102,45	1946-0	Sales in	5333,895.00		Sign, out, out Bases Her list, Please be-	constanting	$\frac{1}{2}$ $\frac{2}{2}$ $\frac{2}{2}$		Second
Searc 1,387,008	23:30	Ñ	Constant		20,000	网络领	Š	34.620.39	18-Apr-07	\$3,000.20	\$38.787.70		o we configuration of	Stenton:	N.E. 8		š
Passage 1,000,000	interval	R	ときのことに	훽	10,480	GS-029-20	š	SZ S3.4%	CS-0260	See 60	どきちょう		310:000 or electric star city	Channel	Ŷ,		$\mathcal{S}$
8680 1,00008	edsce	Ñ	Guidencies of	$\frac{3}{2}$	10,000	1848403	17-069 10	325375	3882	secon	g.		ad at the track	Stenton:	ă		Geogr
METRO 187330	soletexe:	÷	Collegenciere e	$\frac{a}{n}$	TO ABK	23.590	22-35-10	SZ 53.482	22-169-01	53000	\$8,857.00		STORO OF EASY PAYMENT	0300000	Ŷ,		ž
1487年 1,30,000	Ş		G.MONGVAS	$\frac{3}{2}$	Base	1544400	医心室	RESP	14490	Sales	ሪ		SA WASHER	Stanto:			Genes
Exide 138/387	Š		CollegenCord 6	$\frac{a}{1}$	10,480	198645	14866-11	\$2.53.28	143.654	\$1,500	s		and action is const	Marches			$\frac{3}{2}$
286.98 1,000-001	828836	Ń,	Guston Cows	$\frac{\omega}{\gamma}$	総議	1842443	17-069-10	教える	12-05-08	\$200.00	3		MA SUPPER 4 GREE	Stendon			š
Mana 206.600	Roakedos	R	Articles Country	$\frac{a}{1}$	10,000	05-30505	03-30-03	\$2.53.22	OS-Resta	Sasses	\$61,792,992	\$10,000.00		000000000000000000000000000000000000000			Japan
総流 1,000007	Ş		Gustoppidus s	$\frac{3}{2}$	10.00	03.800	08:08:31	22.33.00	08-38-0	23.50	경	결	SUSA 4084	Stenton:			ğ
le e 100000000	ķ		Colleges Centre	쵧	2012/02/2	09.8035	38-30t-11	建筑	databased?	Seithean	Ý,		医血管医无效的医骨折	Stendon - New Spielerworker occupion			Japan.
8680 $\frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{$	829986	श	Constants	$\frac{g}{\omega}$	2	25-32-01	$24.38 - 18$	2817.30	Section	SHAN-33	26,320		Service or Service of Service	Stanton:			š
Mariated TRANSPORT	scassa	R	ときのです。	쵧	20,000	28-8840	24.59.03	\$2.5%	zaciand:	232335	苦涼		@c.50) or[sace Percess	cesa.ses			Second
3880 第二条	edisce		Constants	图解	20,000	深海峡心	$(1 + 1) - (2)$	31.634.8	014990	Senson	\$87,500	2010/02		Sternton			George
Mana 138780	Roaking	食	Collection	$28\,$ $\mathrm{m}$	28.420	1946643	14866-11	\$2,941.20	148,6543	\$236.35	ğ,		we write you see the	cesa atas			$\mathcal{S}$
28580 1,387,898	动物流	R	Constant	医器	25,000	28.16.04	医眼的	24,386 55	27.3840	\$193163	255,200	33533		Steinter			Geogr
President 138,891	Roder	R	Concepted	$\frac{2}{\pi}$	20,000	28.3342	27.63.49	SE, 77 8.8.	27.540	Second Pr	55,000	800.000		180.00			$\frac{3}{2}$
Searc 1,38,221	防火线	X	Constant	12:00:808	TOO AN	01-August	ું	31.630.8	Si Sa	Ser: so	\$1,200,000,00	2009-002	000000000000000000000000000000000000000	Stenton	裁判		Genea
es es 138.38	solares	Ť	Mixted Vine	認証規則	100.000	201101102	š	\$3128.59	present:	11011	\$5,000,000		Sec. 20 original extra	Dienstrieg + Stars	1.36.22.27		See S
š 138.90	Š		Ovietor:Carasi	22.290.842	ing and	Beach	å	18,803.86	L2-acsd	Seeven	533333	200000000	Jages Sind 26	Starvana	14, 26, 25		Genet
28,750 高粱	医原子宫		Chemistric System	10.280.860	30,880	13.and	Š	11/596.3	12.30%	\$30088	医肠腔炎	\$38,335,00	Sam Ho Ke or S	Sharding in the Maing in Showeraw	1.3.36.37		tines.
$\sim \infty$ 38.30	es/sexes		Moder Consey	22.230.842	ZO ARK	Period of 1	å	57,882.48	12-803	S.	100,000	5612831.09	poen fint 16, 01-12	Sharedon	$5.2,28.23$		See St
122,700 $\sim 20$ 135.35 136781	Roleice 898833	Ş	Missage Opening	2010/02/02 22,130,8942	es se 覆線	TA STAT	Čæne	\$4,211.38	12. istole	1150284	さまえる 881.189	1349,600.00	Services of the model of the services	Services	1.2.18.22		See A
認知 is in	网络波纹	Ť	Chécero Caraci Massage Openius	쵧	39.38	07-32:40 T3-Jane	ŝ	\$3,552.02 SA210.3	Go-bandi 12-8043	\$59.923 STORES	医红细胞红素	5623.703.00		Service Startegy	1.2.16 20.28 化底板箱		See e See x
12,000 136402	espace	s	Convention	I3 SL,	認証	GAN 20	å	1164911	GW-Age-GP	的复数形式	12.099.2010	50357809	open Findi (22	Starround	医原子		Çessi
ae nas 1884年	solaresce	s	Outschlou	16 M.	30,800	02-306-91	Š	X 1989 A	$0.388 - 0.0$	EXERS	医额窦反应	\$80,000,000	Secrets	Sharehore	D		See es
12,000 136/669	ESAREE	s	Convention	ø.	深遠	30-500-5	å	52,940,83	28.660.00	See See 19	540380.00	10.000383	Joyee Find 199	Search Color	꼨		Genet
až roty i Kabupatèn	Selection	Ķ	Conception	$\frac{36}{16}$	30,000	30-30-91	ŝ	\$2.820.80	Nume	\$0,000	きかいま	Services of	60 onli 26 Melong	Streeting	窝		ã
10,000 CONSIGNER	10483	疫	0200000	ž.	精神	新加利	š	3842.18	ZB-Jan G	S 32	1098098		second ordered the set	Starter	Ş.		Secs:
š 清潔	selection	$\mathbf{x}$	MacApe	s. 51	88.88	Seeker	经验结	121,626.28	经总额	21.960.03	医前庭属	医感觉法		Sharing			Second
28,100 10,000 536.88	Advised it &	Š. Ť ₩	Oriety:Caras	se.	跨線	103404	å	52,528.5	098404	\$4083	1864.000	10000139	Japan Sind (25	Started - to Mart a di-Romone	1, 1, 10, 10, 10, 10		š
$\frac{1}{2}$ 第5条) E. 36.098	网络		Officiated Opening Overvisions	i 11 % $\frac{3}{2}$	20% Rama	计空间分 02490.94	Ĉακ à	\$4,520.59 51,880.30	20-20-02 01-09-01	2000113 Serial Serial	医非发光 18861329	1896.09	SSS At each property were as Epper Find St	Booksteer - to Marco in Reserves Sharking	35, 35, 37, 38 N 44 M		Second $\frac{1}{2} \mathcal{R} \mathcal{R}$
28,100 意味感	多度		Onivodes:Operat	×.	30,330 Ŷ,	02:00:00	š	\$1,250.27	01-200-00	533367	ぎょうかん		C 76 e 2010/2010 12:3	Sharding a tri-Maring on Seements	そみをま		See.

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APPENDIX C

COMPARABLE TRANSACTIONS

REGIS RESOURCES NL
Review and Re-Valuation of Mineral Assets

			Indicative AMC Project Value
Date	Project	Summary of Project and Transaction ²	S/km^e or per tenement	Yardstick Value $s/oz$ gold
2003	Famous Blue, Duketon	Purchase option (cash and liability) \$1.14M. Inferred Resource 4.7 Mt at 1.8 g/t Au (279,000 oz), residual to mining now ceased		4
2003	Erlistoun, Duketon	Buy out residual beneficial equity approximately 20% for \$100,000. 193,000 oz		2.50
2003	Coyote, Tanami, NT	Purchase of 430,000 oz potentially economic resource for \$14M in cash and shares		8
2004	Higginsville, south of Kalgoorlie	445,000 oz resource (residual to previous mining) for \$4.3M staged Purchase of M57.1\$ sulg		م. ب
2002	Snake Well	Purchase of 46,000 oz presently sub-economic resource for cash plus shares valued at \$130,000		Ó
2004	Gossan Hill	Purchase of 100,000 oz gold equivalent resource near existing operation for \$3.5M plus 13.5% nett royalty		35 plus royalty value of $\pm 25$
2003	Eleven small deposits, Laverton plus plant	Purchase total 650,000 oz low-grade resource for \$550,000
2003	Wembley near Fortnum, WA	Purchase small 39,000 oz resource in old mining area		Ó
2003	Drummond Basin, Qld	Purchase 297,000 oz resource residual to closed operation plus plant for \$4.5M		15 less plant value
2002	Lindsays Find, near Kalgoorlie	Purchase 80,000 oz low-grade resource		Ş
2003	Raeside, Leonora	Indicated and Inferred Resource 2.75 Mt at 1.45 g/t Au (128,000 oz). Buy residual 40% (diluting) for \$175,000		3 plus
2002	Paddy's Flat, Meekatharra	resource purchased for \$4.5M 938,000 oz		ю
2002	Lord Byron, SW of Laverton	Farm-in 85% for \$300,000 over 3 years plus refund of costs 86 km ² EL.	$$1,000$ /km ²
2002	Mertondale, N of Leonora	Farm-in 70% of \$500,000 over 4 years	\$100,000 for area
2002	North Well, NW of Mt Morgan	Farm-in 80% for \$1M over 4 years	\$150,000 for area
2001	Yundamindra	mining centre. Farm-in 70% for \$1M over 4 years One EL, old	\$250,000 /EL
$\frac{1999}{2}$	Red October, Laverton region	resource plus large exploration area 390,000 oz		g
$\sqrt{997}$	Carosue Dam, Keith-	1.2 Moz resource, economic potential, plus large exploration area		5,

Appendix C-1

REGIS RESOURCES NL
Review and Re-Valuation of Mineral Assets

			Indicative AMC Project Value
Date	Project	Summary of Project and Transaction	\$/km ² or per tenement	Yardstick Value \$/ozgold
	Kilkenny region
	Mt Zephyr	DRJV project 168 km ² . Farm-in 80% for \$0.25M over 3 years	$$300$ Km ²
	Burley Well	plus JWM project, about 130 km ² MLAs. Farm-in 75% for \$850,000 \$50,000 cash payment	$$1,800$ /km ²
	Melita	JWM project, about 250 km ² . Farm-in 70% for \$1M	$$1,000$ /km ²
2002	Eureka, Kalgoorlie	pit, 4.5 g/t Au, 32,000 oz. 50% bought for \$165,000 plus 4 Ø million share Small open		±40
2003	Credo, Kalgoorile (Rose Dam)	Indicated and Inferred Resource 355,000t at 3.66 g/t Au (42,000 oz) plus 100% acquired for (a) \$93,000 plus 2% royalty (b) \$100,000 expenditure (c) \$2M in cash and shares exploration potential		က ^
2003	Mt Celia, Laverton area	3 MLs. Farm-in 80% for \$750,000 over 5 years	\$30-35,000 per ML
2003	Davyhurst South	141 km ² , structural targets, sporadic gold intersections. Farm-in 60% for \$600,000 over 4 years	$$1,500$ $km2$
$\overline{2001}$	Cork Tree Well	7.6 km ² area, previous mining 0.7 Mt at 2.3 g/t Au
	No Mistake	Sand covered, favourable geology
	Anchor Mine	Indicated Resource 34,000t at 6.7 g/t Au.		$\ddot{+}$
		Three projects bought for \$200,000 and 5M shares (trading, at around 9.5 cps) or \$675,000
2002	Cork Tree Well South	5.6 km ² area, extension to Cork Tree Well. Farm-in 60% for \$100,000 over 3 years	\$9,000 $\ddot{\circ}$ \$50,000 /km ²
	Hogtania, W side of Erlistoun Syncline	area. Optioned for \$13,500 plus 65,000t at 2 to 2.5 g/t Au. 15.5 km ² 300,000 shares issued at 20 cps	\$5,000 /km	$\ddot{\theta}$
2002/03	Kingston, north of Duketon	20 x 5 km area. Greenstone prospective for gold, nickel. Farm-in 51% for \$400,000 (minimum \$400,000, 18 months) or option on 100% for \$250,000	\$1,500 km ²
1999	Laverton Downs	.5 g/t in 65 km ² of greenstone with favourable structure. Farm- in 51% for \$200,000 over 2 years 32,000t at 4	$$2,000$ /km ²	30 less regional value
2002	Mt Minnie, South Laverton	20 km ² greenstone area. Farm-in 50% for \$130,000	\$4,000 /km ²
2002	Childe Harold South, South Laverton	25 km″ greenstone, favourable structures, limited good gold geochemistry. Farm-in 51% for \$300,000 expenditure	$$8,000$ /km ²

REGIS RESOURCES NL
Review and Re-Valuation of Mineral Assets

		Indicative AMC Project Value
Project	Summary of Project and Transaction	\$/km ² or per tenement	Yardstick Value \$/ozgold
Artare-Duketon Joint Venture	JWM project. MLAs over previously held E38/550. DRJV acquired 49% of 97% for \$10,000	\$20,000 for 3 MLAs
Texrise Joint Venture	JWM project. 2 ELs, 25 km ² , over northern end and extension of Rosemont DRJV purchase 49% for \$100,000	$$9,000$ $km2$
Mt Dirner, Southern Cross	resources in 15 small prospects. Purchased for \$1.525M in cash and shares 70,000 oz		2
Indie, WA	30% of project with 529,000 oz resource purchased for \$3.25M (time payment)		Up to 20
Feysville, near Kalgoorlie	130 km ² of greenstone with RAB results. \$1M earns 51% over Farm-in to four years	$$3,000$ $km2$
Sandstone	in small resources in 322 km ² tenements. 33% purchased for cash and shares plus royalty 139,000 oz \$775,000 in	$$7,200$ /km ²	17 plus
Bellevue, WA	120,000 residual resource at old mine. Purchased for \$50,000 plus royalty		J
Larrangamie, NT	7.5% of 160,000 oz unmined resource purchased for \$250,000		21
Zuleika Shear near Kalgoorlie	40 km of Zuleika shear zone which hosts Kundana mine. Farm-in to earn 51% for \$3M over five years. Area n.a. Assume 150 km² to 250 km²	\$5,000 to \$10,000 /km ²
Collurabbie, WA	WMC farm-in to 156 km ² 50 km north of Collurabbie Hills; air mag surveys to 20 km strike of ultramafics. \$0.5M over three years to earn indicate up 75%	$$650\,$ km ²
WA various	nickel interests over 700 km ² in several projects; at least one previous narrow intersection of nickel sulphide. \$6M over four years earns 60% Farm-in to	$22,300$ /km ²
South Collurabbie	70% of nickel interests over Duketon tenements. Minimum expenditure \$0.4M. Funding to feasibility study. Farm-in to

Values estimated by AMC using methodologies discussed in this report. Values are for 100% of the relevant project at the time of the deal. Based on published information which cannot be guaranteed by AMC as to accuracy or completeness.

$\overline{a}$

Appendix C-3

APPENDIX D

GLOSSARY

Andesite	A volcanic rock of intermediate chemical composition.
Anticline, antiformal	A part of a fold system forming an arch i.e. convex upwards.
Archaean	A geological time era, older than 2400 million years.
Assay	Test to determine the content of various chemical elements in a sample
Formation Banded Iron ("bir")	A chemical sediment with alternating iron rich and silica rich layers.
Basalt	A fine-grained basic volcanic rock.
Base Metal	Non precious metal, usually refers to copper, lead, zinc.
Bed	Refers to a layer of sedimentary rock.
Bedding	A surface in sedimentary or volcanic rocks that was a depositional surface when the sediments or volcanics were deposited.
Block model	The term applied to the final output of a computer-based process to reflect the likely configuration of the mineralisation and the surrounding material.
Breccia	A rock composed of angular fragments of rock embedded in a matrix.
Brecciated	Describes rocks which have been broken into angular fragments by sedimentary or igneous action.
Bulk density	The in situ mass of a unit volume of material, normally expressed as tonnes per cubic metre.
Bulk sampling	Large scale sampling of rock or soll almed at obtaining the most reliable analytical result.
Cambrian	A geological time period from 530 to 460 million years ago.
Carbonaceous	Term given to a rock containing carbon.
Carbonate	Minerals containing calcium and/or magnesium carbonate.
Carbon-in-pulp (CIP)	A process of recovering gold from ores by crushing, grinding, leaching with cyanide and absorption on to activated carbon. Carbon is not added to the leaching tanks.
Chalcopyrite	A copper iron sulphide mineral
Competent Person	Defined in the 2004 JORC Code as a a person who is a Member or Fellow of
	The Australasian Institute of Mining and Metallurgy, or of the Australian Institute of Geoscientists, or of a 'Recognised Overseas Professional Organisation' ('ROPO') included in a list promulgated from time to time. A 'Competent Person' must have a minimum of five years experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which that person is undertaking. If the Competent Person is preparing a report on Exploration Results, the relevant experience must be in exploration. If the Competent Person is estimating, or supervising the estimation of Mineral Resources, the relevant experience must be in the estimation, assessment and evaluation of Mineral Resources. If the Competent Person is estimating, or supervising the estimation of Ore Reserves, the relevant experience must be in the estimation, assessment, evaluation and economic extraction of Ore Reserves.
Conductors Core	Geological structures or units able to conduct induced electromagnetic currents. Cylinder of rock recovered from diamond drilling.
Costeaning	Exploration technique involving digging of trenches to expose rock.
Cut or top cut	The statistical process of reducing all higher-grade assay values to an acceptable level for the purposes of determining the average grade of a mineral deposit or drill intersection.
Cut-off grade	The grade at or above which material is treated as ore, and below which it is treated as waste.
Diamond drilling	Method of obtaining a cylindrical core of rock by drilling with a diamond impregnated bit.
Dilution	Reduction of ore grade by contamination with waste material.
Diorite	A group of igneous rocks intermediate in composition between acid and basic.
Disseminated	Mineralisation distributed throughout a rock.
Dolerite	A medium grained basic igneous rock.
Electromagnetic	Refers to a geophysical exploration method which measures responses to induced electromagnetic currents in rocks.
EM geophysical survey	Survey in which electromagnetic pulses are induced into the earth.

Fault	A fracture in rocks along which rocks on one side have been moved relative to the rocks on the other.
Felsic	Used to describe rocks whose dominant constituents are the light-coloured silicate minerals such as quartz and feldspar.
Fire assay	A method for assaying in which gold in a pulverised sample is amalgamated with lead, the latter subsequently being fumed off to leave the gold.
Geochemical	Prospecting techniques which measure the content of certain metals in soils and rocks and define anomalies for further testing.
Geophysical	Prospecting techniques which measure the physical properties (magnetism, conductivity, density etc) of rocks and define anomalies for further testing.
Geostatistical resource estimation method	A computer based methodology wherein particular mathematical relationships between sample points are established and employed to project the influence of
	the sample points.
Grade	Quantity of metal per unit weight of host rock.
Granite	A coarse grained igneous rock consisting largely of quartz and feldspar.
Granitoid	A granite like intrusive rock.
Greenschist	A rock of low metamorphic grade characterised by parallel arrangement of chlorite and micas in basic volcanic rocks.
Greenstone	A general descriptive term commonly in use in Western Australia for a suite of weakly metamorphosed, mainly basic igneous rocks with associated sediments.
Igneous	A rock formed by the solidification of a mineral-rich molten liquid.
Indicated Mineral Resource	Defined in the 2004 JORC Code as that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content
	can be estimated with a reasonable level of confidence. It is based on
	exploration, sampling and testing information gathered through appropriate
	techniques from locations such as outcrops, trenches, pits, workings and drill
	holes. The locations are too widely or inappropriately spaced to confirm
	geological and/or grade continuity but are spaced closely enough for continuity to be assumed.
Induced polarisation (IP)	Method of ground geophysical surveying which employs the passing of an
	electrical current into the ground to test for indications of metallic sulphides.
Inferred Mineral Resource	Defined in the 2004 JORC Code as that part of a Mineral Resource for which
	tonnage, grade and mineral content can be estimated with a low level of
	confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through
	appropriate techniques from locations such as outcrops, trenches, pits,
	workings and drill holes which may be limited or of uncertain quality and
	reliability.
JORC, JORC Code	Joint Ore Reserves Committee, common reference to the Australasian Code for
Kriging	Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2004. A geostatistical means of projecting grades into resource blocks from a range of
	sample points.
Laterite, lateritised	A near surface concretionary deposit or crust formed by leaching of silica and
	aluminium and enrichment in iron.
Lithology	General descriptive term referring to the composition and texture of rocks
Mafic or basic	present in any area. Used to describe igneous rocks of low silica content (usually 45-55% $SiO2$ , or
	silicon dioxide) whose dominant mineral constituents are iron and magnesium silicates.
Magnetic survey	A geophysical technique which measures variations in the earth's magnetic field.
Measured Mineral	Defined in the 2004 JORC Code as that part of a Mineral Resource for which
Resource	tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a high level of confidence. It is based on detailed and
	reliable exploration, sampling and testing information gathered through
	appropriate techniques from locations such as outcrops, trenches, pits,
	workings and drill holes. The locations are spaced closely enough to confirm
	geological and grade continuity.

Metamorphism, Metamorphic	Term applied to pre-existing sedimentary and igneous rocks which have been altered in composition, texture, or internal structure by processes involving
Mineral Resource	pressure, heat and/or the introduction of new chemical substances. Defined in the 2004 JORC Code as a concentration or occurrence of material of
	intrinsic economic interest in or on the Earth's crust in such form, quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a
	Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of
	increasing geological confidence, into Inferred, Indicated and Measured categories.
Mineralisation	The process by which minerals are introduced into a rock. More generally a term applied to accumulations of economic or related minerals in quantities ranging from anomalous to economically recoverable.
Mineralised zone	A volume of rock which contains anomalous to economically recoverable quantities of mineral.
Open cut	Mine excavation produced by quarrying or other surface earthmoving equipment.
Open pit	Mine excavation produced by removing all material overlying and including the extracted ore. No underground caverns are created.
Ore.	Mineral bearing rock which can be mined and treated profitably under current or immediately foreseeable economic conditions.
Ore Reserve	Defined in the 2004 JORC Code as the economically mineable part of a Measured and/or indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of
	and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Ore Reserves are sub-divided in order of increasing
	confidence into Probable Ore Reserves and Proved Ore Reserves.
Orebody Ounce	A physically discrete body of rock comprising ore. Troy ounce of 31.1 grams.
Oxidation	The process by which minerals are altered by the addition of oxygen in the crystal structures.
Paleodrainage, palaeochannel	Fossil drainage system related to pre-existing topography.
Percussion drilling	Drilling method which utilises a hammering action under rotation to penetrate rock while the cuttings are forced to the surface by compressed air.
Porphyry, porphyritic	A rock composed of relatively large mineral grains (phenocrysts) in a fine- grained groundmass.
Probable Ore Reserve	Defined in the 2004 JORC Code as the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, economic, marketing, legal, environmental, social metallurqical, and governmental factors These assessments demonstrate at the time of reporting that extraction could reasonably be justified.
Proved Ore Reserve	Defined in the 2004 JORC Code as the economically mineable part of a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified.
Pyrite	An íron sulphide mineral.
Pyrrhotite	Magnetic iron sulphide mineral.

Quartz	Mineral species composed of crystalline silica (SiO ₂ ).
Reserve	See "Ore Reserve"
Resource	See "Mineral Resource"
Reverse circulation (RC)	Variant of percussion drilling in which cuttings are raised to surface by a stream
drilling	of compressed air inside a metal tube.
Rhyolite	Fine grained acid volcanic rock.
Rotary (RAB) air blast	A shallow rotary drilling method used to penetrate soil and the upper weathered
drilling	part of the bedrock.
Saprolite	A soft, clay rich near surface horizon in the weathering profile in which certain
	minerals and metals can be enriched, others depleted.
Shear	Zone in which rocks have been deformed by lateral movement along parallel
	planes.
Shearing	Deformation by lateral movement along parallel planes.
Soil anomaly	A zone or point determined by geochemical sampling and assaying of the soil to
	be different from the general surrounds.
Stratigraphy	Refers to the classification of a series of layered rock or strata.
Sulphides	Minerals consisting of a chemical combination of sulphur with metals.
Supergene	Concentration of minerals by secondary processes.
Syncline	A fold in rock strata which is concave upwards.
Top cut	An upper assay limit to which all abnormally high assays in a population are reduced to restrict their influence on the average grade of the resource.
Ultrabasic or ultramafic	Used to describe igneous rocks of very low silica content (usually $\leq 45\%$ SiO ₂ .)
	consisting essentially of iron and magnesium silicates to the virtual exclusion of
	quartz and feldspar.
Unconformity	A contact between rock units that represents a time break in rock deposition or formation.
Underground methods	Methods used for underground mining as opposed to open pit methods.
Vein	A tabular form mineral filling of a rock fracture.
Volcanic	Rocks formed from the solidification of lava extruded on or erupted at the
	Earth's surface. Also includes pyroclastic rocks.
Waste to ore (stripping)	Tonnage/volume of waste material which must be removed to allow the mining
ratio	of one tonne/cubic metre of ore in an open cut.
Waste	Rock other than ore excavated during a mining operation.
Weathering	Near-surface alteration of minerals and rocks by exposure to the atmosphere
	and groundwater.

Abbreviations

M	Millions	BLEG	Bulk leach extractable gold
m	Metres	Zn	Zinc.
RAB	Rotary Air Blast drilling	t	Tonnes
RC.	Reverse Circulation drilling	Mt	Millions of tonnes
Oz.	Ounces	EL.	Exploration Licence
$Km^2$	Square kilometres	ELA	Exploration Licence Application
g/t	grams per tonne	ML	Mining Lease
Au	Gold	MLA	Mining Lease Application
Ag	Silver	ΡL	Prospecting Licence
Cu	Copper	PLA	Prospecting Licence Application

AI assistant

REGIS RESOURCES LIMITED — AGM Information 2006

65733_rns_2006-11-08_79a777f9-b6e2-45ed-a1bd-4a4ec5be58aa.pdf

REGIS RESOURCES N.L.

NOTICE OF ANNUAL GENERAL MEETING

BUSINESS

ORDINARY BUSINESS

$11$ To Consider the Financial Statements and Reports

$\overline{2}$ . Election of Director

$\overline{3}$ . Election of Director

SPECIAL BUSINESS

SPECIAL RESOLUTION

4. Change of Name of Company

ORDINARY RESOLUTION

5. Approval of Issue of Options to Mr PJ Dowd

6. To Ratify the Issue of Ordinary Shares

$\overline{7}$ . To Approve the Issue of Ordinary Shares to Newmont Capital Pty Ltd

8. To Approve the Issue of Ordinary Shares to Newmont Capital Pty Ltd

$9.$ To Approve the Issue of up to 500 Million Ordinary Shares

$10.$ Remuneration Report

VOTING EXCLUSION STATEMENT

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

COMPANY REPRESENTATIVE

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

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

RESOLUTION 2 - ELECTION OF MR PJ DOWD AS A DIRECTOR

RESOLUTION 3 - ELECTION OF MR MH ROSE AS A DIRECTOR

RESOLUTION 4 - CHANGE OF NAME OF COMPANY TO REGIS RESOURCES LIMITED

RESOLUTION 5 - APPROVAL OF THE ISSUE OF OPTIONS TO MR P DOWD UNDER EMPLOYEE SHARE OPTION PLAN

RESOLUTION 6-TO RATIFY THE ISSUE OF ORDINARY SHARES

RESOLUTION 7 AND 8-TO APPROVE THE ISSUE OF ORDINARY SHARES TO NEWMONT

Preamble

Purpose of the Meeting

Requirements of the Corporations Act 2001.

Call Option

Put Option

Call and Put Option

Requirements of the ASX Listing Rules.

Other Information

Advantages and Disadvantages

Advantages

Disadvantages

RESOLUTION 9 - APPROVAL TO ISSUE UP TO 500 MILLION ORDINARY SHARES

Preamble

RESOLUTION 10- ADOPT THE REMUNERATION REPORT FOR THE YEAR ENDED 30 JUNE 2006

Other

INDEPENDENT EXPERT'S REPORT PURSUANT TO SECTION 611 (7) OF THE CORPORATIONS ACT AND CHAPTER 10.1 OF THE ASX LISTING RULES

Introduction

Summary and Conclusions for Regis' Shareholders

Other Matters

Structure of Report

APPENDICES

FINANCIAL SERVICES GUIDE ۲

FINANCIAL SERVICES GUIDE ("FSG")

About the Issuing Entity

Purpose and content of this FSG

Other documents relevant to this FSG

Financial Services we are licenced to provide

Benefits that we may receive

Referrals

Associations and relationships

Making a complaint

Internal complaints resolution process

Referral to external dispute resolution scheme

$\mathbf{H}$ TERMS OF THE PROPOSAL

m BASIS EVALUATION OF FOR OUR THE1 PROPOSED TRANSACTIONS

Purpose of the Report

Our Approach

Information Used

Scope Exclusions

IV PROFILE OF REGIS RESOURCES N.L.

Corporate Background

Financial Performance

Table 1: Summary of Regis' Historic Financial Performance

Financial Position

Cash Flow Statement

Table 4: Summary of Cash Flow Statements

Native Title

$\mathbf{v}$ SHARE CAPITAL AND OWNERSHIP OF REGIS

Recent Share Issues

REGIS RESOURCES LIMITED AGM Information 2006

$1₁$ To Consider the Financial Statements and Reports

m BASIS EVALUATION OF FOR OUR THE₁ PROPOSED TRANSACTIONS

VH₁ VALHATION OF REGIS RESOURCES N.L.

XT ASSESSMENT OF WHETHER THE PROPOSED TRANSACTIONS ARE FAIR AND REASONABLE TO¹ THE NON-ASSOCIATED SHAREHOLDERS