REGIS RESOURCES LIMITED — AGM Information 2007

Oct 16, 2007

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 Shareholders of Regis Resources N.L. (the "Company") will be held at Morgans, 401 Collins Street, Melbourne, Victoria, Australia on 16 November 2007 at 10.30am (Melbourne time).

AGENDA

BUSINESS

ORDINARY BUSINESS

ORDINARY BUSINESS

1. To consider the Financial Statements and Reports

"THAT the Financial Statements of the Company and the Reports of the Directors and Auditor for the year ended 30 June 2007 be considered."

2. Election of Director

To elect Mr WP Cowan as a Director

"THAT Mr WP Cowan retires in accordance with the Company's Constitution and, being eligible, offers himself for reelection."

3. Election of Director

To elect Dr GM Folie as a Director

"THAT Dr GM Folie retires in accordance with the Company's Constitution and, being eligible, offers himself for reelection."

4. To Approve an Increase in Non-Executive Directors' Fees

"THAT the total of all fees payable to Non-Executive Directors be increased from $200,000 to $300,000 per annum to be allocated among existing and any future Non-Executive Directors as the Board of Directors agree."

SPECIAL BUSINESS

SPECIAL RESOLUTIONS

To consider and, if thought fit, to pass each of the following resolutions as special resolutions:

5. Approve the Conversion of the Company to a Company Limited by Shares.

"THAT approval be given to the conversion of the Company from a no liability company to a company limited by shares."

6. Approve Amendments to the Company's Constitution

"THAT, subject to resolution 4 being passed by shareholders, approval be given to the amendments to the Constitution of the Company in the form tabled at the meeting and signed by the Chairman by way of identification."

ORDINARY RESOLUTIONS

To consider and, if thought fit, to pass each of the following resolutions as ordinary resolutions:

7. Approval to Consolidate Ordinary Shares of the Company.

"THAT approval be given to the consolidation of all of the Company's ordinary shares on issue so that:

• (a) every ten (10) ordinary shares held by each shareholder of the Company are converted into one (1) ordinary share; and
• (b) any fractional entitlement of a shareholder of the Company to an ordinary share as a result of the conversion in accordance with paragraph (a) will be rounded down to the nearest whole number (with fractions of 0.5 to be rounded up),

with such consolidation to take effect at 7.00pm on the date which is 5 business days after this resolution is passed by shareholders at a general meeting of the Company."

Note If Resolution 7 is passed, all options on issue will be consolidated on the same basis as the ordinary shares as required by the terms and conditions of the options and ASX Listing Rules.

8. Approval of Regis Resources NL 2007 Employee Share Plan

"THAT for the purpose of ASX Listing Rule 7.2 Exception 9 (b), approval be given to the issue of fully paid ordinary shares of the Company under the Regis Resources NL 2007 Employee Share Plan".

9. Approval of Issue of Options to Mr W Cowan

"THAT approval be given to the issue of up to 750,000 options to Mr W Cowan under the Regis Resources N.L. 2005 Employee Share Option Plan on the terms and conditions set out in the Explanatory Statement to the Notice of General Meeting dated 2 October 2007".

10. Approval of Issue of Options to Dr GM Folie

"THAT approval be given to the issue of up to 1,425,000 options to Dr GM Folie under the Regis Resources N.L. 2005 Employee Share Option Plan on the terms and conditions set out in the Explanatory Statement to the Notice of General Meeting dated 2 October 2007".

11. Approval of Issue of Options to Mr PJ Dowd

"THAT approval be given to the issue of up to 600,000 options to Mr PJ Dowd under the Regis Resources N.L. 2005 Employee Share Option Plan on the terms and conditions set out in the Explanatory Statement to the Notice of General Meeting dated 2 October 2007".

12. Approval of Issue of Options to Mr D Walker

"THAT approval be given to the issue of up to 6,500,000 options to Mr DA Walker under the Regis Resources N.L. 2005 Employee Share Option Plan on the terms and conditions set out in the Explanatory Statement to the Notice of General Meeting dated 2 October 2007".

13. To Ratify the Issue of Ordinary Shares

"To ratify the issue of 81,628,515 ordinary shares at an issue price of 8 cents raising $6,530,281.20 and 30,700,000 ordinary shares at an issue price of 12 cents raising $3,684,000 on the terms and conditions as set out in the Explanatory Statement to the Notice of Meeting dated 2 October 2007."

14. To Approve the Issue of Ordinary Shares

"To approve the issue of up to 400 million ordinary shares (or if Resolution 7 has been passed by shareholders and the timeframe for the consolidation as set out in the Explanatory Statement has been completed, 40 million ordinary shares) at an issue price of at least 85% 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 as set out in the Explanatory Statement to the Notice of Meeting dated 2 October 2007."

15. Remuneration Report

"To adopt the Remuneration Report for the financial year ended 30 June 2007." Note that the vote on this item is advisory only and does not bind the Directors or the Company.

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on resolutions 4, and 8 to 12 by the Directors and any associate of those persons.

The Company will disregard any votes cast on resolutions 8 to 12 by any person who may participate in any issue and a person who might obtain a benefit (except a benefit solely in the capacity of a security holder) if the resolutions are passed and any associate of those persons.

In respect to resolutions 13 and 14, the Company will disregard any votes cast on the resolutions by any person who may participate in any issue and a person who might obtain a benefit (except a benefit solely in the capacity of a security holder) if the resolutions are passed and any associate of those persons.

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

By Order of the Board

Dated this 2nd day of October 2007.

PETER LEE Company Secretary

NOTES TO THE NOTICE OF 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, vote 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 +612 9287 0309, not less than forty-eight (48) hours before the time of the commencement of the meeting.
• 1. Signing Proxies
  • (i) Joint Holding All holders must sign.
  • (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 14 November 2007. 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.

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

EXPLANATORY STATEMENT 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, 401 Collins Street, Melbourne, Victoria on 16 November 2007 at 10.30am (Melbourne time). Shareholders should carefully review this Explanatory Statement which forms part of the 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 your financial or legal adviser.

RESOLUTION 2 – ELECTION OF MR WP COWAN 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 WP Cowan was appointed a Director on 11 April 2007 and accordingly, retires and being eligible offers himself for re-election.

Mr Bill Cowan (BA Econ, FCPA, FAICD, FCIS, MFTA) Non-Executive Director, Chair of Audit Committee

Mr Cowan has over 35 years of diversified experience in the mining, research & development, manufacturing and energy supply and distribution industries. He has held several senior management positions in medium to large companies and was also a successful management consultant. Mr Cowan holds degrees in economics with a minor in finance and is a Fellow of the Institute of Certified Practicing Accountants, a Fellow of the Australian Institute of Company Directors, a Fellow of Chartered Secretaries Australia and a Member of the Finance and Treasury Association. He has graduated from the AICD Company Directors Course and also their Advanced Program. He was formerly an executive director of AngloGold Ashanti Australia Limited and Administrative Head and CFO of the Australasian region. He was also a director of a number of AngloGold Ashanti subsidiary companies. Prior to this, Mr Cowan was Financial Controller and Company Secretary of Worsley Alumina Pty for over 16 years. He was a part of the management team that started up and managed the Worsley Alumina and Boddington Gold Mine projects in Western Australia. Over the past 20 years, he has held many chairmanships and directorships in community service and not for profit organisations. In the three years prior to the date of this report, Mr Cowan was Director of AngloGold Ashanti Australia Limited and AngloGold China Holdings Limited. Age 59.

RESOLUTION 3 – ELECTION OF DR GM FOLIE 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 Dr GM Folie retires and being eligible offers himself for re-election.

Dr G. Michael Folie (BE (Civil), DIC, MSc (Econ) PhD, FAICD) Non-Executive Chairman, Member of Audit Committee and Chair of Remuneration Committee

Dr Folie has had a distinguished career in the resource sector and is currently a Director of the Institute of Public Affairs. He was previously a senior executive with Shell Australia Limited and its subsidiaries from 1979 where he was involved in all aspects of Shell's Australian businesses, including investments in coal, alumina, gold, LNG, oil refineries and chemical plants. From 1990 to 1994 Dr Folie was a Director of Shell Australia, and was the Executive Director responsible for Billiton Australia activities (alumina, gold, base metals and exploration) and Shell Coal – the third largest Australian producer. From 1994, he was the founding Managing Director and CEO of ASX listed gold explorer and producer Acacia Resources Limited, which was capitalised at $400 million on listing and acquired in 2000 for over $834 million. Dr Folie was also a Director of the Australian Research Council (2001 – 2004) and the Export Finance and Insurance Corporation ("EFIC") (1994 – 1997), an arm of the Australian Federal Government and was an Associate Commissioner of the Australian Government's Productivity Commission presiding over the Inquiry into the Regulatory Regime for Natural Gas pipelines and distribution in Australia (2003-4). Dr Folie has civil engineering degrees from Melbourne University and Imperial College, a PhD in Civil Engineering from Southampton University and an MSc in Economics from the London School of Economics and currently resides in Melbourne, Australia. In the three years prior to the date of this Report, Dr Folie was also a Director of Helix Resources Limited and Concept Gold Limited. Age 67

RESOLUTION 4 – INCREASE IN NON-EXECUTIVE DIRECTORS' FEES

The Company has not since 1999 sought to increase the amount provided for payment of director's fees. As a result of the increase in the level of Non-Executive Directors' fees since 1999, the Company believes it is appropriate to increase the maximum amount of Non-Executive Directors' fees that the Company is authorised to pay, to allow for further Directors (should the Board of Directors' consider it appropriate to appoint further Directors).

Article 20.1 (b) of the Company's Constitution stipulates that the amount from which Directors' fees may be paid remains under the control of the Board and may be distributed among Directors as they see fit.

RESOLUTION 5 – APPROVAL OF THE CONVERSION TO COMPANY LIMITED BY SHARES

The Company proposes to convert from a no liability company to a company limited by shares.

The Company has raised significant equity capital in the international market over the past 18 months and with the proposed development of the Duketon Gold Project, the Directors expect that the Company will continue to require further capital, some of which may be sourced from the international markets.

The Directors are of the view that it may prejudice the Company's ability to raise further capital from the international markets if the Company remains a no liability company. This is due to the fact that international investors are often unfamiliar with the concept of a no liability company. In order to alleviate any concerns of international investors that would otherwise arise, it is therefore proposed to convert the status of the Company to a company limited by shares.

In addition, the Directors also believe that it will be more appropriate for the Company to be a Company limited by shares when the Company commences the production phase of its activities.

The primary differences between a no liability company and a company limited by shares are that

• the sole objects of a no liability company are mining purposes; and
• a no liability company has no contractual right to recover calls made on its shares from a shareholder who fails to pay them.

Accordingly, following conversion to a company limited by shares, the Company will have the ability to engage in activities other than mining activities. The Company will also have a contractual right under its Constitution to recover calls made on partly paid shares from shareholders. However, the liability of shareholders of the Company will be limited to the amounts (if any) that remain unpaid on the Company's shares from time to time. In the short term, these changes are not expected to have any real impact from a practical perspective because:

• (a) the Directors do not currently intend for the Company to engage in any non-mining activities; and
• (b) all of the shares currently on issue in the Company are fully paid shares.

RESOLUTION 6 – APPROVAL OF AMENDMENTS TO THE COMPANY'S CONSTITUTION

As part of the process of converting the Company from a no liability company to a company limited by shares, the Constitution of the Company needs to be amended to delete certain clauses that are specific to no liability companies and to make certain consequential amendments that the Directors consider necessary or desirable in connection with the conversion of the Company to a company limited by shares.

In addition, the Company has taken the opportunity to make a number of other amendments to the Constitution in order to:

• ensure that the Constitution complies with certain requirements of the ASX Listing Rules;
• replace references to the Corporations Law with references to the Corporations Act;
• update certain references to legislation that have changed since the Company's Constitution was adopted;
• reflect the fact that the SCH Business Rules have been replaced by the new ASTC Settlement Rules; and
• delete the proportional takeover provisions that are contained in the Constitution. These provisions have not been renewed by shareholders and have therefore ceased to have effect.

A copy of the proposed amendments to the Constitution is available for inspection at the Company's registered office at Level 11, 461 Bourke Street, Melbourne, Victoria, 3000 Australia during business hours and may be viewed on the Company's website at www.regisresources.com. The above description of proposed changes to the Company's Constitution is a summary only. Any shareholder who wishes to be fully informed as the contents of the proposed new Constitution for the Company and how its rules may differ from those contained in the Company's existing Constitution should read the proposed Constitution in full.

RESOLUTION 7 – APPROVAL TO CONSOLIDATE ORDINARY SHARES OF THE COMPANY

The Company is proposing to consolidate its current ordinary shares on a ten (10) for one (1) basis such that for every ten (10) ordinary shares held by a shareholder prior to the consolidation, the shareholder will hold one (1) ordinary share after the capital consolidation.

The Company advises shareholders of the following points in regard to the proposed capital consolidation:

• The effect of the proposal is that for every ten (10) ordinary shares held by each shareholder prior to the capital consolidation, if the resolution is approved by shareholders, the shareholder will hold one (1) ordinary share after the capital consolidation.
• Any fractional entitlements of a shareholder as a result of the capital consolidation will be rounded down to the nearest whole number of shares (with fractions of 0.5 to be rounded up).
• The Company does not have any partly paid shares on issue and, accordingly, all shares in the Company following the capital consolidation will be fully paid.
• The options on issue by the Company will be consolidated in the same ratio as the ordinary shares and the exercise price of the options will increase in inverse proportion to the ratio. The number of options and exercise price of the options following the consolidation will be as follows:

Type	Code	Latestexercisedate	ExistingExerciseprice	Quantity on issue	Consolidatedquantity onissue	Newexerciseprice
Options	RRLOA	30/04/12	0.20	25,766,079	2,576,608	2.00
Options	RRLOB	31/10/12	0.10	38,970,230	3,897,023	1.00
Options	RRLO	31/01/14	0.05	95,268,936	9,526,894	0.50
Options	Employee	28/11/10	0.12	12,900,000	1,290,000	1.20
Options	Employee	31/10/11	0.1146	8,280,000	828,000	1.146
Options	Employee	08/12/11	0.1088	450,000	45,000	1.088
Options	Employee	15/06/12	0.0918	18,005,000	1,800,500	0.918

The Directors believe the capital consolidation is in the best interests of shareholders. While the consolidation of itself will not create any additional value for shareholders, it is anticipated that the price of the Company's ordinary shares on the ASX will increase as a result of the consolidation (ie due to the fact that there will be less shares on issue). Based on advice received from a number of the Company's international shareholders, the Directors believe that an investment in the Company will be more attractive to international investors if the Company's share price is higher.

The Directors do not believe there are any adverse implications to shareholders of this proposed resolution.

The timetable for the proposed consolidation of shares and options is set out below.

EVENT	DATE
Approval of consolidation by shareholders at general meeting.	16 November 2007
Last day that pre-consolidated shares and options can be traded on ASX
Consolidated shares and options commence trading on ASX on a deferredsettlement basis.	19 November 2007
Last day for registration of transfers of pre-consolidated shares and options.	23 November 2007
Consolidation of shares and options takes effect at 7.00pm.
Last day for dispatch of new holding statements to shareholders andoptionholders.	30 November 2007
Last day of deferred settlement trading of consolidated shares and options.
Normal settlement trading of consolidated shares and options commences.	3 December 2007

RESOLUTION 8 – APPROVAL OF REGIS RESOURCES N.L. 2007 EMPLOYEE SHARE PLAN

Under the proposed Regis Resources N.L. 2007 Employee Share Plan ("Plan") the Board may offer to Employees of the Company the opportunity to acquire up to $1,000 worth of fully paid ordinary shares in the Company, at no cost to the employee. For the purpose of the Plan, employees include full-time and part-time employees and Directors. Under the Plan, Employees who accept the offer will be issued new shares in the Company.

Approval is being sought for the purpose of ASX Listing Rule 7.2 Exception 9 (b) so that any issues under the Plan are not counted as a reduction for the purpose of the calculation of the number of securities that can be issued under Listing Rule 7.1 without shareholder approval. This exception is only available provided that within 3 years before the date of the issue, shareholders have approved the issue of securities under the scheme as an exception to Listing Rule 7.1 and a summary of the terms of the scheme, the number of securities issued under the scheme since the date of the last approval and a voting exclusion statement is included in the notice of meeting. The exception will cease to be available if there has been a change to the number or terms of the equity securities to be issued under the scheme, the mechanism for pricing or payment or other material terms of the scheme

The key components of the Plan are as follows:

• The shares will have no issue price.
• The weighted average ordinary share price for the 5 days up to and including the date of issue of the ordinary shares is used to determine the number of ordinary shares to be issued to an Employee.
• The Plan cannot discriminate against Employees. Offers are required to be made to at least 75% of Employees as defined.
• It is a condition of participation in the Plan that shares issued under the plan cannot be disposed of for a period of 3 years (or at a time when the participant is no longer employed by the Company). A holding lock is placed on the share register for this purpose.
• Disposals of shares are governed by the Company's Trading in Securities Policy.
• The maximum number of fully paid ordinary shares that can be on issue under the Plan is 5% of the issued number of shares in the Company at the date of an invitation or grant of a share. For this purpose, the 5% is calculated as the number of shares the Board proposes to issue an invitation or proposes to grant; the number of shares which would be issued if all offers or options to acquire unissued shares pursuant to this Plan or any other employee share option plan were accepted or exercised; the number of shares issued pursuant to the Plan in the last 5 years; and the number of shares issued during the last 5 years pursuant to any other employee share scheme of the Company. Issues to a senior executive or Director are ignored for the purpose of the calculation of the 5%.
• Participants will have their entitlements in respect of shares held adjusted to take account of capital reconstructions and bonus issues.

The Plan has been structured to allow Employees to gain the $1,000 tax free benefit as allowed under the Income Tax Act.

No securities have been issued under this Plan previously.

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

RESOLUTION 9 TO 12 – APPROVAL OF THE ISSUE OF OPTIONS TO MR W COWAN, DR GM FOLIE, MR PJ DOWD AND MR DA WALKER UNDER REGIS RESOURCES NL 2005 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 Cowan has not received options under the Regis Resources NL Share Option Plan previously. Dr Folie and Messrs Dowd and Walker have previously been issued 900,000, 450,000 and 5,200,000 options under the Regis Resources NL Share Option Plan respectively.
• Dr Folie and Messrs Cowan, Dowd and Walker are eligible to participate in the Regis Resources NL Share Option Plan and the maximum number of securities to be issued under the resolution is as follows:

Resolution No	Name	Quantity
9	Mr W Cowan	750,000 options
10	Dr GM Folie	1,425,000 options
11	Mr PJ Dowd	600,000 options
12	Mr D Walker	6,500,000 options

• If resolution 7 on the notice of meeting is passed by shareholders, the number of options to be issued will be amended to the following quantities:

Resolution No	Name	Quantity
9	Mr W Cowan	75,000 options
10	Dr GM Folie	142,500 options
11	Mr PJ Dowd	60,000 options
12	Mr D Walker	650,000 options

• No loans will be provided to Dr Folie or Messrs Cowan, Dowd or Walker.
• There will be no issue price for the options.
• The options will expire on 15 June 2012 if not previously exercised
• The options will vest 1/3 immediately, 1/3 on 15 June 2008 and 1/3 on 15 June 2009.
• In respect to Mr Walker only and in addition to the vesting dates described in the previous point, Mr Walker's options will not vest unless there has also been a 25% increase in the ordinary share price over the weighted average closing price of shares sold on ASX on the 5 trading days immediately preceding the offer of options to Mr Walker.
• The options will be issued no later than three years from the date of the meeting.
• Details of any securities issued under the Regis Resources NL Share Option 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 Regis Resources NL Share Option 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 13 – RATIFY THE ISSUE OF ORDINARY SHARES

Preamble

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 ordinary securities on issue at the commencement of that 12 month period. Listing Rule 7.4 states that an issue of securities made without approval under Rule 7.1 is treated as having been made with approval for the purpose of Rule 7.1 if the issue did not breach Rule 7.1 and holders of ordinary securities subsequently approve it. Listing Rule 7.5 lists the information to be provided to shareholders for the purpose of subsequent approval.

For the purposes of Australian Stock Exchange ("ASX") Listing Rules 7.4, the Company advises:

• 1. The number of securities allotted was 120,328,515 ordinary shares.
• 1. The securities were allotted as follows; 89,628,515 at a price of 8 cents and 30,700,000 at a price of 12 cents.
• 1. The ordinary shares allotted rank pari passu with existing ordinary shares on issue.
• 1. The Company and a broker assisting the Company approached investors to whom a prospectus did not need to be provided under the Corporations Act.
• 1. The funds are being utilised for exploration and working capital for the Company.

RESOLUTION 14 – APPROVAL TO ISSUE UP TO 400 MILLION ORDINARY SHARES

Preamble

The Company has reached a crucial stage in its development whereby it needs to raise capital to complete the feasibility study on and allow it to order long lead time capital items for the Duketon Gold Project, continue its nickel exploration and have sufficient funds for working capital.

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. An issue of up to 400 million ordinary shares would exceed 15%.

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:

• 1. The maximum number of securities to be issued is 400 million ordinary shares.
• 1. 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 85% 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.
• 1. At the date of this Explanatory Memorandum, the names of the proposed allottee's and quantity to be issued to each allottee are not known however, the Company plans to approach investors to whom a prospectus does not need to be provided under the Corporations Act.
• 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 for exploration, feasibility studies, development and working capital for the Company.
• 1. The securities may be allotted progressively. The Company may not necessarily issue the full complement of securities and may issue a lesser number.
• 1. The securities the subject to this resolution shall be issued at the discretion of the Directors other than to Related Parties (as defined in the ASX Listing Rules).

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

Shareholders should be aware that if the placement of ordinary shares is undertaken prior to the completion of the timetable for the consolidation as set oput above in respect to resolution 7, the ordinary shares will be consolidated on the ten for one basis. If the placement of ordinary shares is undertaken after the completion of the timetable for the consolidation, the shares to be issued will be post consolidation shares i.e a maximum of 40 million ordinary shares.

RESOLUTION 15 – ADOPT THE REMUNERATION REPORT FOR THE YEAR ENDED 30 JUNE 2007

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 non-binding on the Directors and the Company.

By Order of the Board and dated this 2nd day of October 2007.

PETER LEE Company Secretary