Regent Ventures Ltd RGVNF

FROM MD&A 5

[curtisprod]

Investment in McCallan Oil & Gas (U.K.) Ltd. - Europe

During 2006, pursuant to two share purchase agreements, the Company acquired a 45% interest in

McCallan Oil & Gas (UK) Ltd. ("McCallan"), a private company incorporated under the laws of the

United Kingdom. The Company paid a total of $1,942,821 in a combination of cash and shares for the

purchase price, due diligence expenses and other costs of completing the transactions, including an

advance to McCallan of $225,000 in the period ended December 31, 2006.

At the time of the purchase, McCallan held interests in two sets of concessions, one with respect to an oil

and natural gas concession (the “Carpathian Concession”) comprising approximately 3,480 square

kilometres in the Carpathian Mountains in Poland, and the other with respect to a coal bed methane gas

concession (the “Silesian Concession”) comprising 115 square kilometres in the Upper Silesian basin of

Poland.

Pursuant to the agreements, the Company has a contingent obligation to issue up to 36,700,000 additional shares (the "Contingent Shares") in the capital of the Company to Hans D. Dietmann (the "Vendor") on the basis of 1,468,000 shares for each oil, natural gas or coal bed methane well placed into commercial production by McCallan from the Carpathian or Silesian concessions held by McCallan's subsidiaries, to a total of 25 such wells.

No such wells have been placed into commercial production by McCallan to date.

Pursuant to the terms of the agreements, the Vendor also granted the Company an option to acquire an

additional 6% interest in the shares of McCallan in consideration for the issuance by the Company of

11,700,000 Contingent Shares to the Vendor. At the date of this management discussion, the Company

continues to hold the option without exercise.

McCallan's interest in the Carpathian oil and gas concessions is a 24% participating interest in a joint

operating agreement with Polskie Gornictwo Naftowe i Gazownictwo SA (“PGNiG”) - 51% and Aurelian Oil & Gas PLC ("Aurelian") - 25%. PGNiG is the exploration and production arm of the Polish Oil and Gas Corporation, the Polish State Company. Aurelian is a United Kingdom public company.

Sale of Interest in McCallan

On April 22, 2008, the Company entered into an agreement (the "Option Agreement") with EuroGas, Inc.,a Utah company with offices at 14 Wall Street, New York, whereby the Company granted EuroGas, Inc.an option to acquire all of the Company's interest in McCallan. To earn its option, EuroGas, Inc. was to issue 10,000,000 shares in the capital stock of EuroGas, Inc. to the Company (which have been issued) and pay the Company $3,000,000 in cash in three tranches: $1,000,000 on or before November 3, 2008, a further $1,000,000 on or before March 31, 2009 and a further $1,000,000 on or before September 30, 2009. Should EuroGas, Inc. not complete the requirements to exercise the option, the Company is entitled to keep any consideration received to that point. On exercise of the option by EuroGas, Inc., the Company will assign, and EuroGas, Inc. will assume, the Company's interest in all of the agreements entered into between the Company and the vendor of the interest in McCallan to the Company and the Company will be granted a 1% gross overriding royalty on all proceeds received by EuroGas Polska sp. z o. o. and Pol-Tex Methane sp. z o. o., wholly-owned subsidiaries of McCallan which hold the concessions, from the ale of oil, natural gas and coal bed methane from the Concessions, as defined in the Option Agreement,which include the Carpathian Concession and the Silesian Concession. The 10,000,000 shares of EuroGas, Inc. received by the Company, which were originally restricted from trading, have now had the strictive legend removed.

EuroGas, Inc. was unable to make the payment of $1,000,000 due on or before November 3, 2008

pursuant to the terms of the Option Agreement. By an amending agreement made as of November 3,

2008, the Company agreed to extend the due date for the $3,000,000 cash consideration due under the

Option Agreement to on or before December 31, 2009. In consideration for the Company extending the

payment date, EuroGas, Inc. agreed to issue to the Company an additional 2,000,000 common shares in

its capital (which have been issued) and has provided the Company a conversion right, at the Company's

sole election, to convert all or part of the $3,000,000 cash payment to shares of EuroGas, Inc.