REGIS RESOURCES LIMITED — Share Issue/Capital Change 2007

Nov 22, 2007

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

Ordinary shares

17,411,667

• 2 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)

Ordinary shares rank pari-passu with existing

ordinary shares on issue from allotment

+ 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?	Yes
	If the additional securities do not rankequally, please state:•the date from which they do•the extent to which they participatefor the next dividend, (in the case of
	a trust, distribution) or interestpayment•the extent to which they do not rankequally, other than in relation to the
	next dividend, distribution or interestpayment
5	Issue price or consideration	9 cents per share
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	working capital	To fund exploration and development and for
7	Dates of entering +securities into	23 November 2007
	uncertificated holdings or despatch ofcertificates
8	Number and +class of all +securities	Number1,304,493,316	+ClassOrdinary Shares
	quoted on ASX (including the securities
	in clause 2 if applicable)	38,970,230	Options maturing 31October 2012
		25,766,079	Options expiring 30 April2012
		95,268,936	Options expiring 31January 2014

+ See chapter 19 for defined terms.

		Number	+Class
9	Number and +class of all +securities notquoted on ASX (including the securitiesin clause 2 if applicable)	12,900,000	Options expiring
			28/11/2010
		8,280,000	Options expiring
			31/10/2011
		450,000	Options expiring
			08/12/2011
		18,005,000	Options expiring
			15/06/2012
		9,275,000	Options expiring
			15/06/2012

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required?	N/A
12	Is the issue renounceable or nonrenounceable?	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 orrenunciations	N/A

N/A

• See chapter 19 for defined terms.

Appendix 3B New issue announcement

20	Names of any underwriters	N/A
21	Amount of any underwriting fee orcommission	N/A
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)

(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 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 +securities
	setting out the number of holders in the categories
	1 - 1,000
	1,001 - 5,000
	5,001 - 10,000
	10,001 - 100,000
	100,001 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

+ See chapter 19 for defined terms.

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 • 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 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 another security, clearly identify that other security)

in clause 38)

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.

Appendix 3B Page 6 11/3/2002

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• 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

• 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.
• 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.

(Company Secretary)

Sign here: Date: 23/11/2007

Print name: Peter J Lee

+ See chapter 19 for defined terms.

In accordance with paragraph 5(e) of section 708A of the Corporations Act, the Company gives notice that it has issued 17,411,667 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.

+ See chapter 19 for defined terms.