REGIS RESOURCES LIMITED — Share Issue/Capital Change 2008

Jul 21, 2008

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 Limited

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

Exchangeable Ordinary Share Purchase Warrants

$\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued

49,075,000

⁺ See chapter 19 for defined terms.

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)	Exchangeable Ordinary Share Purchase Warrants convertible into fully paid ordinary shares at an exercise price of 28 cents per share or 28 cents per 1.1 shares in the circumstances described below exercisable at any time up to 22 July 2010:
		The Exchangeable Warrants will be automatically exchanged for, without payment of any additional consideration non-exchangeable ordinary share "Non-Exchangeable" warrants (the purchase and together with the Exchangeable Warrants" Warrants, the "Warrants") at such time (the "Prospectus Qualification Time") as an Australian prospectus of the Company (the "Australian Prospectus") is filed with ASIC and a receipt is issued for the Australian Prospectus. The terms of the Exchangeable Warrants will provide that if the Prospectus Qualification Time has not occurred by the date that is four months from the closing of the offering, then each Warrant that is thereafter exercised will entitle the holder to purchase 1.1 fully paid ordinary shares at the original warrant price.
4	Do the +securities rank equally in all respects from the date of allotment with an existing + class of quoted + securities?	N o
	If the additional securities do not rank equally, please state: the date from which they do ٠ the extent to which they participate ٠ 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	Exercisable into Ordinary Shares on the terms outlined above.
5	Issue price or consideration	Warrants attaching free to an issue of ordinary securities.
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Fund completion of feasibility study, exploration programmes and working capital.

$+$ See chapter 19 for defined terms.

Dates of entering *securities into
uncertificated holdings or despatch of $\boldsymbol{7}$ certificates

22 July 2008

Number and ⁺class of all ⁺securities 8 quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
240,499,177	Ordinary Shares
3,897,023	Options maturing 31 October 2012
2,576,611	Options expiring 30 April 2012
9,526,894	Options expiring 31 January 2014

$+$ See chapter 19 for defined terms.

Appendix 3B New issue announcement

		Number	+ Class
9	Number and +class of all +securities not	1,290,000	Options expiring
	quoted on ASX (including the securities		28/11/2010
	in clause 2 if applicable)	828,000	Options expiring
			31/10/2011
		45,000	Options expiring
			08/12/2011
		1,800,500	Options expiring
			15/06/2012
		927.500	Options expiring
			15/06/2012
		49,075,000	Warrants exercisable into
			ordinary shares expiring
			22/07/2010.

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

			--------------------------------------	___
N/A		1.11111111111111111111111111111111111
	--------	____	----------	--------------

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 be offered	N/A
14	+ Class of + securities to which the offer relates	N/A
15	*Record date to determine entitlements	N/A
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity	N/A
	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.

+ See chapter 19 for defined terms.

Appendix 3B Page 4

11/3/2002

19	Closing date for receipt of acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders	N/A
25	If the issue is contingent on "security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A
30	How do *security holders sell their entitlements in full through a broker?	N/A
31	How do + security holders sell part of their entitlements through a broker and accept for the balance?	N/A
32	How do + security holders dispose of their entitlements (except by sale through a broker)?	N/A
33	+Despatch date	N/A

Appendix 3B Page 5

⁺ See chapter 19 for defined terms.

⁺ 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

$(b)$

$(a)$

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

If the +securities are +equity securities, the names of the 20 largest holders of the additional 35 +securities, and the number and percentage of additional +securities held by those holders.

|--|--|

If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories $1 - 1,000$ $\overline{a}$

1,001 - 3,000
5,001 - 10,000
10,001 - 100,000
100,001 and over

|--|

A copy of any trust deed for the additional +securities

(now go to $43$ )

Entities that have ticked box 34(b)

• Number of securities for which 38 *quotation is sought
• 39 Class of *securities for which quotation is sought

Appendix 3B Page 7

⁺ 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
		N/A
	Example: In the case of restricted securities, end of restriction period
	(if issued upon conversion of another security, clearly identify that other sécurity)

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

Number	+ Class
N/A

(now go to $43$ )

All entities

Fees

Payment method (tick one) 43

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.

$\ddot{\phantom{0}}$

$+$ See chapter 19 for defined terms.

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ 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.
• 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any claim, $\overline{3}$ action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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.

r
Indunov

Date: 22/07/2008

Sign here:

(Company Secretary)

Print name:

Tim Hickman

Appendix 3B Page 9

⁺ 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 61,470 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.