REGIS RESOURCES LIMITED — Capital/Financing Update 2006

Dec 17, 2006

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98. 1/9/99. 1/7/2000. 30/9/2001. 11/3/2002

Name of entity

Regis Resources N.L.

ABN 28 009 174 761

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\overline{1}$ *Class of *securities issued or to be issued

Ordinary shares

• $\mathcal{P}$ Number of *securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

395,093,738

Fully paid ordinary shares

+ See chapter 19 for defined terms.

4	Do the *securities rank equally in allrespects from the date of allotment withan existing +class of quoted +securities?	All ordinary sharesallotted will rank pari pasu withexisting ordinary shares from date of issue.
	If the additional securities do not rankequally, please state:the date from which they do۰the extent to which they participate۰for the next dividend, (in the case ofa trust, distribution) or interestpaymentthe extent to which they do not rankequally, other than in relation to thenext dividend, distribution or interestpayment
5	Issue price or consideration	Pty Ltd	Acquisition of a 51% interest in Duketon Resources
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	Pty Ltd	Acquisition of a 51% interest in Duketon Resources
7	Dates of entering *securities intouncertificated holdings or despatch ofcertificates	15 December 2006
8	Number and *class of all *securities	Number	*Class
	quoted on ASX (including the securitiesin clause 2 if applicable)	1,136,704,81038,970,230	Ordinary SharesOptions maturing 31October 2012
		25,766,079	Options expiring 30 April2012
		96,718,936	Options expiring 31January 2014
9	Number and *class of all *securities notquoted on ASX (including the securitiesin clause 2 if applicable)	Number12,900,000	*ClassOptions expiring28/11/2010
10	Dividend policy (in the case of a trust,distribution policy) on the increasedcapital (interests)	N/A

+ See chapter 19 for defined terms.

Part 2 - Bonus issue or pro rata issue

• $11$ Is security holder approval required?
• 12 Is the issue renounceable or nonrenounceable?
• Ratio in which the +securities will be $1313$ offered
• +Class of *securities to which the offer $14$ relates
• *Record date to determine entitlements 15
• $1616$ Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• $17$ Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has *security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

	Cross reference: rule 7.7.
--	----------------------------	--	--

19 Closing date for receipt of acceptances or renunciations

20 Names of any underwriters

• 21 Amount of any underwriting fee or commission
• 22 Names of any brokers to the issue
• 23 Fee or commission payable to the broker to the issue
• 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders

N/A
$\overline{N/A}$
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

• See chapter 19 for defined terms.

11/3/2002

Appendix 3B Page 3 M:\Documents\Regis\Corporate\Announcements\2006\Word\App 3B RRL 141206 amended.doc

$\overline{N/A}$

25	If the issue is contingent on +securityholders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance formand prospectus or Product DisclosureStatement will be sent to persons entitled	N/A
27	If the entity has issued options, and theterms entitle option holders to participateon exercise, the date on which noticeswill be sent to option holders	N/A
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (if applicable)	N/A
30	How do *security holders sell theirentitlements in full through a broker?	N/A
31	How do *security holders sell part of theirentitlements through a broker and acceptfor the balance?	N/A
32	How do *security holders dispose of theirentitlements (except by sale through abroker)?	N/A
33	*Despatch date	N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• $34$ Type of securities (tick one)
• $(a)$

$(b)$

Securities described in Part 1

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to $43$ ) Tick to indicate you are providing the information or documents

-35	If the +securities are +equity securities, the names of the 20 largest holders of the additional+securities, and the number and percentage of additional +securities held by those holders.
-36	If the +securities are +equity securities, a distribution schedule of the additional +securitiessetting out the number of holders in the categories$1 - 1.000$$1.001 - 5.000$$5,001 - 10,000$10,001 - 100,000100,001 and over
-37	A copy of any trust deed for the additional *securities

(now go to 43)

Entities that have ticked box 34(b)

• 38 Number of securities for which *quotation is sought
• 39 Class of *securities for which quotation is sought
• 40 Do the *securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

• $\bullet$ the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend. distribution or interest payment

+ See chapter 19 for defined terms.

41	Reason for request for quotation now
	Example: In the case of restricted securities,end of restriction period	N/A
	(if issued upon conversion of anothersecurity, clearly identify that othersecurity)

42 Number and *class of all *securities quoted on ASX (including the securities in clause 38)

Number	*Class
N/A

(now go to $43$ )

All entities

Fees

43 Payment method (tick one)

Cheque attached
Electronic payment made
Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
Periodic payment as agreed with the home branch has been arranged
Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
  • The issue of the "securities to be quoted complies with the law and is not for an $\bullet$ illegal purpose.
  • There is no reason why those "securities should not be granted "quotation. $\bullet$
  • An offer of the "securities for sale within 12 months after their issue will not ٠ require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

$+$ See chapter 19 for defined terms.

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the "securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the "securities" to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• $\mathbf{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before "quotation of the $\overline{a}$ securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Print name: Peter J Lee Title Company Secretary Date: 18/12/2006

Sign here:

+ See chapter 19 for defined terms.