REGIS RESOURCES LIMITED — Proxy Solicitation & Information Statement 2008

May 8, 2008

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Regis Resources Limited ABN 28 009 174 761 www.regisresources.com

9 May 2008

Melbourne Office Level 11, 461 Bourke Street Melbourne VIC 3000 Australia

P +61 (0)3 8602 6500 F +61 (0)3 8602 6560

Manager Announcements Company Announcements Office Australian Securities Exchange 4[th] Floor, 20 Bridge St Sydney NSW 2000

Perth Office

Ground Floor, 62 Colin Street West Perth WA 6005 Australia PO Box 810 West Perth WA 6872 Australia P +61 (0)8 9442 2200 F +61 (0)8 9442 2290

Dear Sir,

Notice of Meeting

As noted in the March 2008 Quarterly Activities Report released on 30 April 2008, Australian gold company Regis Resources Limited (ASX:RRL) is currently considering various equity and other financing alternatives in order to fund the advancement of the Company’s Duketon Gold Project.

A Notice of Meeting has been dispatched to shareholders today, within which the Company has sought shareholder approval for the issuance of new securities.

Yours sincerely

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David Walker Managing Director

For further information contact:

Mr David Walker Managing Director Regis Resources Ltd 03 8602 6500

Dr Michael Folie Chairman Regis Resources Ltd 03 8602 6500

REGIS RESOURCES LIMITED

A.B.N. 28 009 174 761

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of Shareholders of Regis Resources Limited (the “Company”) will be held at Morgans, 401 Collins Street, Melbourne, Victoria, Australia on 11 June 2008 at 9.00 am (Melbourne time).

AGENDA

BUSINESS

ORDINARY BUSINESS

ORDINARY RESOLUTIONS

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

1. To Approve the Issue of Securities

“That for the purpose of ASX Listing Rule 7.1 and for all other purposes, the Company approves the issue of a number of ordinary shares or securities convertible or exchangeable into ordinary shares with the total number of ordinary shares issuable directly or upon conversion to not exceed 200 million ordinary shares, on the terms and conditions as set out in the Explanatory Statement to the Notice of Meeting dated 6 May 2008.”

2. To Ratify the Issue of Ordinary Shares

“That for the purpose of ASX Listing Rule 7.4 and for all other purposes, the Company approves the issue on 15 January 2008 of 1,741,167 fully paid ordinary shares at an issue price of 90 cents, raising $1,567,050, on the terms and conditions as set out in the Explanatory Statement to the Notice of Meeting dated 6 May 2008.”

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on resolution 1 by any person who may participate in the proposed issue and a person who might obtain a benefit (except a benefit solely in the capacity of a security holder) if the resolution is passed, and any associate of those persons.

In respect to resolution 2, the Company will disregard any votes cast on the resolutions by any person who participated in the issue and any associate of that person.

The Company need not, however, disregard a vote on either resolution 1 or resolution 2, 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 6th day of May 2008.

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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.

2. If a Member appoints one proxy, that proxy may vote on a show of hands.

3. 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.

4. A proxy need not be a member of the Company.

5. 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.

6. 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.

7. 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.

8. 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 9 June 2008. 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 LIMITED 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 General Meeting of the Company to be held at Morgans, 401 Collins Street, Melbourne, Victoria on 11 June 2008 at 9.00 am (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 1 – APPROVAL TO ISSUE SECURITIES

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 ordinary shares or other securities with rights of conversion to ordinary shares (such as an option or warrant) if the number of those securities exceeds 15% of the number of fully paid securities on issue 12 months before the issue.

Further to the Company’s announcement to the ASX on 9 May 2008, the Company is currently considering various equity and other financing alternatives in order to fund the advancement of its projects and has retained CIBC World Markets to act as its financial advisor in this regard.

In order to provide the Company with the ability to respond quickly to attractive financing opportunities that may be identified in the near term, the Company wishes to obtain shareholder approval pursuant to Resolution 1 for the issue of ordinary shares or securities convertible or exchangeable into ordinary shares with the total number of ordinary shares issuable directly or upon conversion to not exceed 200 million ordinary shares, to professional and sophisticated investors in respect of whom offers of securities can be made without a prospectus in accordance with the Corporations Act, some of whom may be existing investors in the Company or investors in overseas jurisdictions. The issue of securities under this approval will occur within 3 months following the date of receipt of shareholder approval of Resolution 1. Any ordinary shares issuable by the Company to investors pursuant to this financing will be issued at a price at least 80% of the average market price for the Company's ordinary shares over the last five days on which sales in the Company's shares were recorded before the date of the first issue of securities under this approval.

If an equity raising occurs as part of a financing described above, it is the intention of the Directors of the Company to seek a secondary listing of the Company’s ordinary shares on a major North American stock exchange. The Company may not necessarily issue the full complement of securities for which this approval is sought and may issue a lesser number. The securities may be allotted progressively.

Any ordinary shares issued in connection with Resolution 1 will rank equally in all respects with the Company's existing ordinary shares.

The narrative set out above is the current intention of the Directors. However if those plans do not come to fruition, the Company will still be required to raise capital for the intended use of funds and reserves the right to use this approval, if passed, to raise capital from other sources, including seeking any further shareholder approval as required.

Intended use of funds

The funds raised pursuant to the issuance of securities of the Company under the shareholder approval herein being sought will be applied by the Company in connection with:

• the completion of the feasibility study over the Duketon Gold Project;

• acquisition of capital items for the development of the Duketon Gold Project;

• • on-going exploration

• working capital for the Company.]

RESOLUTION 2 – 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 ASX Listing Rules 7.4, the Company advises:

1. The number of securities allotted was 1,741,167 (pre-consolidation - 17,411,667) fully paid ordinary shares. The shares were allotted on 15 January 2008.

2. The fully paid ordinary shares were allotted at a price of 90 cents per share (pre-consolidation – 9 cents per share).

3. The ordinary shares allotted rank pari passu with existing ordinary shares on issue.

4. The Company and a broker assisting the Company approached professional and sophisticated investors in respect of whom offers of shares can be made without a prospectus in accordance with the Corporations Act.

5. The funds are being utilised for the feasibility study over the Duketon Gold Project and for working capital for the Company.

By Order of the Board and dated this 6th day of May 2008.

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PETER LEE Company Secretary