REGIS RESOURCES LIMITED — Share Issue/Capital Change 2006

Feb 2, 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

3 February 2006

Settlement of Newmont Transaction and Issue of Ordinary Shares

The Directors wish to advise that the transaction with Newmont Australia Limited group settled today. Following settlement, 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 have increased from a direct 20% interest to a direct and indirect interest of 59.2%.

As part of the arrangements with Newmont Australia Limited group, Regis has an obligation to sole fund $10 million on joint venture activities before 31 May 2007. As at 3 February 2006 Regis has spent approximately $5.5 million under this requirement.

As part consideration for the transaction, the Directors have issued 256,532,027 fully paid ordinary shares in Regis to Newmont Capital Pty Ltd. Following this issue, Newmont Capital Pty Ltd will hold 37.95% of the issued capital of the Company.

In addition, further to the announcement dated 16 January 2006 and following shareholder approval received at the general meeting held on 31 January 2006, the Directors have issued the balance of 61.135.800 to Rubicon Fund Management LLP.

An Appendix 3B is attached.

In accordance with paragraph 5(e) of section 708A of the Corporations Act, the Company gives notice that it has issued 317,667,827 fully paid ordinary shares to investors without disclosure under Part 6D.2 of the Corporations Act. As at the date of this notice, the Company has complied with (i) the provisions of Chapter 2M as they apply to the Company; and (ii) Section 674 of the Corporations Act. The Company states that as at the date of this notice, there is no information that is excluded information within the meaning of sub-sections 708A(7) and (8) of the Corporations Act.

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).

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

• $\mathcal{P}$ 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)

317,667,827

Ordinary shares

Ordinary shares rank pari-passu with existing ordinary shares on issue from allotment

$\div$ 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?If the additional securities do not rankequally, please state:the date from which they dothe extent to which they participatefor the next dividend, (in the case ofa trust, distribution) or interestpaymentthe extent to which they do not rank	Yes
	equally, other than in relation to thenext dividend, distribution or interestpayment
5.	Issue price or consideration	$61,135,800$ ordinary shares $-10$ cents256,532,027 ordinary shares as part considerationfor a 49% interest in Newmont Duketon Pty Ltd, thegrant of the call option to Regis and the transfer of a0.6% interest in the Rosemont Duketon jointventure to Regis.
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	To settle the Newmont transaction as detailed in theNotice of Meeting and Explanatory Statement dated20 December 2005 and to fund the Company's goldand nickel exploration programs and for workingcapital
7.	Dates of entering "securities intouncertificated holdings or despatch ofcertificates	3 February 2006
		Number	*Class
8	Number and *class of all *securitiesquoted on ASX (including the securities	692,293,393	Ordinary Shares
	in clause 2 if applicable)	38,970,230	Options maturing 31October 2012
		25,766,079	Options expiring 30 April2012
		96,718,936	Options expiring 31January 2014

+ See chapter 19 for defined terms.

• $\overline{9}$ Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)
• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Number	+ Class
70,000	Options expiring
	24/03/2010
10,450,000	Options expiring
	28/11/2010

$N/A$

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required?	N/A
12	Is the issue renounceable or non-renounceable?	N/A
13	Ratio in which the + securities will beoffered	N/A
14	*Class of *securities to which the offerrelates	N/A
15	*Record date to determine entitlements	N/A
16	Will holdings on different registers (orsubregisters) be aggregated forcalculating entitlements?	N/A
17	Policy for deciding entitlements in relationto fractions	N/A
18	Names of countries in which the entityhas *security holders who will not be sentnew issue documents	N/A
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of acceptances or	N/A
	renunciations
20.	Names of any underwriters	N/A
21	Amount of any underwriting fee orcommission	N/A

• See chapter 19 for defined terms.

11/3/2002

Appendix 3B Page 3

M:\Documents\Regis\Regis Resources\Corporate\ASX Forms\3B's\2006\App 3B RRL 030206.doc

Appendix 3B New issue announcement

22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the brokerto the issue	N/A
24	Amount of any handling fee payable tobrokers who lodge acceptances orrenunciations on behalf of +securityholders	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

+ See chapter 19 for defined terms.

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)

Securities described in Part 1 $(a)$ ΓxΤ

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

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

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

_______________________________________		1989 - Andrea Santa Andrea Santa Andrea Santa Andrea Santa Andrea Santa Andrea Santa Andrea Santa Andrea San

+ See chapter 19 for defined terms.

40	Do the + securities rank equally in allrespects from the date of allotment withan existing +class of quoted +securities?
	If the additional securities do not rankequally, please state:the date from which they dothe extent to which they participatefor 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
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)

*Class

(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.

$+$ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{I}$ *Ouotation 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 ٠ 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

• 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.
• 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 "securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

(Company Secretary)

Date: 3 February 2006

Print name:

Peter J Lee

= == == == == =

11/3/2002

Appendix 3B Page 7

$\div$ See chapter 19 for defined terms.