Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Regal Resources Limited

ABN

23 106 294 106

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).

Ordinary Shares

1 +Class of +securities issued or to be issued

900,000

1. Number of +securities issued or to be issued (if known) or maximum number which may be issued

   
   

   Ordinary fully paid shares

2. Principal terms of the

   +securities (e.g. 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)

   
   

   Yes

3. Do the +securities rank equally in all respects from the +issue date 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

On 28 May 2015 Regal announced that it had entered into an agreement to secure $1.5 million of funding (before costs) by way of a convertible loan from Tembo (Ndovu Capital VI B.V.) ('Convertible Loan Agreement'). In accordance with the Convertible Loan Agreement, Regal is required to issue Shares in satisfaction of the payment of the $45,000 Establishment Fee.

6 Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Yes

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

26 November 2014

6b The date the security holder resolution under rule 7.1A was passed

Nil

6c Number of +securities issued without security holder approval under rule 7.1

Nil

6d Number of +securities issued with security holder approval under rule 7.1A

900,000 Shares

(Meeting on 14 September 2015)

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Nil

6f Number of +securities issued under an exception in rule 7.2

N/A

6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the

+issue date and both values. Include the source of the VWAP calculation.

N/A

6hIf +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Listing Rule 7.1:32,691,819 Listing Rule 7.1A: 21,794,546

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

30 September 2015

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

1. Number and +class of all

   +securities quoted on ASX (including the +securities in section 2 if applicable)

   
   

   Number	+Class
   22,000,000	Options exercisable
   at $0.08 each on or
   before 31 October
   2017
   21,100,000	Options exercisable
   at $0.08 each on or
   before 2 December
   2017 (unless expiry is
   accelerated)
   18,900,000	Options exercisable
   at $0.08 each on or
   before 28 October
   2017 (unless expiry is
   accelerated
   24,000,000	Options exercisable
   	at $0.08 each on or
   	before 10 February
   	2018

2. Number and +class of all

   +securities not quoted on ASX (including the +securities in section 2 if applicable)

   
   

   None

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

   
   

   Part 2 - Pro rata issue

4. Is security holder approval required?

   
   

5. Is the issue renounceable or non- renounceable?

   
   

6. Ratio in which the +securities will be offered

   14 +Class of +securities to which the offer relates

   
   

   15 +Record date to determine entitlements

   
   

7. Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

   
   

8. Policy for deciding entitlements in relation to fractions

   
   

9. Names of countries in which the entity has security holders who will not be sent new offer documents

   Note: Security holders must be told how their entitlements are to be dealt with.

   Cross reference: rule 7.7.

   
   

10. Closing date for receipt of acceptances or renunciations

11. Names of any underwriters

    
    

12. Amount of any underwriting fee or commission

    
    

13. Names of any brokers to the issue

    
    

14. Fee or commission payable to the broker to the issue

    
    

15. Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

    
    

16. If the issue is contingent on security holders' approval, the date of the meeting

    
    

17. Date entitlement and acceptance form and offer documents will be sent to persons entitled

    
    

18. 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

    
    

19. Date rights trading will begin (if applicable)

    
    

20. Date rights trading will end (if applicable)

    
    

21. How do security holders sell their entitlements in full through a broker?

    
    

22. How do security holders sell part of their entitlements through a broker and accept for the balance?

    
    

23. How do security holders dispose of their entitlements (except by sale through a broker)?




33 +Issue date




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




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

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 +issue date 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

1. Reason for request for quotation now

   Example: In the case of restricted securities, end of restriction period

   
   

   (if issued upon conversion of another +security, clearly identify that other +security)

   
   

   Number	+Class

2. Number and +class of all

   +securities quoted on ASX (including the +securities in clause 38)

   Quotation agreement

   
   

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

   
   

3. 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.

     
     

   • 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.

     
     

4. 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.

   
   

5. We give ASX the information and documents required by this form. If any information or document is not available now, we 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: Date: 30 September 2015 (Company secretary)




Print name: Ian Pamensky

== == == == ==




Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13




Part 1




Rule 7.1 - Issues exceeding 15% of capital
Step 1: Calculate 'A', the base figure from which the placement capacity is calculated
Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue	153,045,458
Add the following: Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval Number of partly paid +ordinary securities that became fully paid in that 12 month period Note: Include only ordinary securities here - other classes of equity securities cannot be added Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items	18,900,000 (approved by shareholders at AGM on 26/11/14 (Res 5)) 21,100,000 (approved by shareholders at AGM on 26/11/14 (Res 6)) 24,000,000 (approved by shareholders at General Meeting on 14/09/15 (Res 2 and 3)) 900,000 (approved by shareholders at General Meeting on 14/09/15 (Res 4))
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period	0
'A'	217,945,458




Step 2: Calculate 15% of 'A'
'B'	0.15 [Note: this value cannot be changed]
Multiply 'A' by 0.15	32,691,819
Step 3: Calculate 'C', the amount of placement capacity under rule 7.1 that has already been used
Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued: Under an exception in rule 7.2 Under rule 7.1A With security holder approval under rule 7.1 or rule 7.4 Note: This applies to equity securities, unless specifically excluded - not just ordinary securities Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items	Nil
'C'	0
Step 4: Subtract 'C' from ['A' x 'B'] to calculate remaining placement capacity under rule 7.1
'A' x 0.15 Note: number must be same as shown in Step 2	32,691,819
Subtract 'C' Note: number must be same as shown in Step 3	0
Total ['A' x 0.15] - 'C'	32,691,819 [Note: this is the remaining placement capacity under rule 7.1]

Part 2




Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate 'A', the base figure from which the placement capacity is calculated
'A' Note: number must be same as shown in Step 1 of Part 1	217,945,458
Step 2: Calculate 10% of 'A'
'D'	0.10 Note: this value cannot be changed
Multiply 'A' by 0.10	21,794,546
Step 3: Calculate 'E', the amount of placement capacity under rule 7.1A that has already been used
Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: This applies to equity securities - not just ordinary securities Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained It may be useful to set out issues of securities on different dates as separate line items	Nil
'E'	0
Step 4: Subtract 'E' from ['A' x 'D'] to calculate remaining placement capacity under rule 7.1A
'A' x 0.10 Note: number must be same as shown in Step 2	21,794,546
Subtract 'E' Note: number must be same as shown in Step 3	0