REGIS RESOURCES LIMITED — Share Issue/Capital Change 2006

Mar 14, 2006

ABN 28 009 174 761

Level 11, 461 Bourke Street Melbourne, Victoria 3004, Australia

Telephone: +61 3 8602 6500 Facsimile: +61 3 8602 6560

15 March 2006

Manager Announcements Company Announcements Office Australian Stock Exchange Limited 4th Floor 20 Bridge Street Sydney NSW 2000

Dear Sir

SUMMARY OF ANNOUNCEMENT

• i. Cancellation of options under previous employee share option plan
• ii. Issue of options under 2005 Regis Resources N.L. Employee Share Option Plan

DETAILS OF ANNOUNCEMENT

The Directors wish to advise that, with the consent of holders, they have cancelled 70,000 options issued in March 2000 pursuant to a former employee share option plan. These options had an exercise price of $5.68 and a latest exercise date of 24 March 2010.

In addition, the Directors also advise that they have issued 3,700,000 options under the terms of the 2005 Regis Resources N.L. Employee Share Option Plan. An appendix 3B is attached.

Yours faithfully

PETER LEE Company Secretary

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).

1 *Class of *securities issued or to be issued

Options

• $\overline{2}$ Number of *securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the +securities (eq. 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)

3,700,000 options

Options pursuant to the Plan Rules of the 2005 Employee Share Option Plan. Exercise price 12 cents, latest exercise date 28 November 2010. For each participant 50% of options exercisable if share price increases to 15 cents and balance if share price increases to 18 cents. Non-vesting period to 25 November 2007

+ See chapter 19 for defined terms.

4 Do the +securities rank equally in all All options allotted will rank pari pasu with existing respects from the date of allotment with ordinary shares from date of exercise. an existing +class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do the extent to which they participate $\bullet$ for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank ٠ equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Pursuant to 2005 Employee Share Option Plan 6 Purpose of the issue Pursuant to 2005 Employee Share Option Plan (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering +securities into 17 February 2006 uncertificated holdings or despatch of certificates Number *Class 8 Number and +class of all +securities 692,293,393 Ordinary Shares quoted on ASX (including the securities in clause 2 if applicable) 38,970,230 Options maturing 31 October 2012 25,766,079 Options expiring 30 April 2012 96,718,936 Options expiring 31 January 2014 Number +Class 9 Number and +class of all +securities not Options expiring 14.150,000 quoted on ASX (including the securities 28/11/2010 in clause 2 if applicable) Dividend policy (in the case of a trust, $10 N/A$ distribution policy) on the increased capital (interests)

+ See chapter 19 for defined terms.

Part 2 - Bonus issue or pro rata issue
----------------------------------------

• Is security holder approval required? 11
• Is the issue renounceable or non- $12°$ renounceable?
• Ratio in which the +securities will be 13 offered
• $14$ *Class of *securities to which the offer relates
• 15 *Record date to determine entitlements
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• Policy for deciding entitlements in relation $17$ 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
• Amount of any underwriting fee or 21 commission
• $221$ Names of any brokers to the issue
• 23 Fee or commission payable to the broker to the issue
• Amount of any handling fee payable to 24 brokers who lodge acceptances or renunciations on behalf of *security holders

$N/A$

$N/A$

$N/A$

$N/A$

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

• Type of securities 34
  • (tick one)
• $(a)$ Securities described in Part 1

$(b)$

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 conv

+ 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 $\bar{a}$ 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 $43$ )

$\mathbf{I}$

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:

• the date from which they do
• $\bullet$ 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 ٠ 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 $N/A$ Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)
  • 42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

	Number	+ Class
š.	N/A

(now go to $43$ )

All entities

Fees

43	Payment method (tick one)
		Cheque attached
		Electronic payment madeNote: 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 arrangedNote: Arrangements can be made for employee incentive schemes that involve frequent issues of securities

Quotation agreement

• $\mathbbm{1}$ *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 illegal purpose.
  • There is no reason why those "securities should not be granted "quotation.
  • An offer of the "securities for sale within 12 months after their issue will not 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 ٠ 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 $\dot{}$ securities ٠ to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any claim, 3 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 "securities begins. We acknowledge that $AS\bar{X}$ is relying on the information and documents. We warrant that they are (will be) true and complete.

Ifee

Sign here:

Print name:	Peter 1 Lee
Title	Company Secretary
Date:	15/03/2006

+ See chapter 19 for defined terms.