REGIS RESOURCES N.L.

ABN 28 009 174 761

and its Controlled Entities

Report to Shareholders For the Year Ended 30 June 2007

The Directors of Regis Resources N.L. present their report for the year ended 30 June 2007.

1. Directors

The Directors of the Company in office since 1 July 2006 and up to the date of this Report are:

Dr G. Michael Folie (BE (Civil), DIC, MSc (Econ) PhD, FAICD) Non-Executive Chairman, Member of Audit Committee and Chair of Remuneration Committee

Dr Folie has had a distinguished career in the resource sector and is currently a Director of the Institute of Public Affairs. He was previously a senior executive with Shell Australia Limited and its subsidiaries from 1979 where he was involved in all aspects of Shell's Australian businesses, including investments in coal, alumina, gold, LNG, oil refineries and chemical plants. From 1990 to 1994 Dr Folie was a Director of Shell Australia, and was the Executive Director responsible for Billiton Australia activities (alumina, gold, base metals and exploration) and Shell Coal – the third largest Australian producer. From 1994, he was the founding Managing Director and CEO of ASX listed gold explorer and producer Acacia Resources Limited, which was capitalised at $400 million on listing and acquired in 2000 for over $834 million. Dr Folie was also a Director of the Australian Research Council (2001 – 2004) and the Export Finance and Insurance Corporation ("EFIC") (1994 – 1997), an arm of the Australian Federal Government and was an Associate Commissioner of the Australian Government's Productivity Commission presiding over the Inquiry into the Regulatory Regime for Natural Gas pipelines and distribution in Australia (2003- 2004). Dr Folie has civil engineering degrees from Melbourne University and Imperial College, a PhD in Civil Engineering from Southampton University and an MSc in Economics from the London School of Economics and currently resides in Melbourne, Australia. In the three years prior to the date of this Report, Dr Folie was also a Director of Helix Resources Limited, InterOil Corporation Limited and Concept Gold Limited. Appointed 26 August 2004. Age 67.

Mr David A Walker (BSc (Hons), MSc, MAusIMM) Managing Director

Mr Walker gained a Master of Science degree from Oxford University and a Bachelor of Science (Hons) from the University of Melbourne, is a qualified Geologist and has worked in the Mining Industry as an Exploration Geologist, Mine Geologist, Mine Planning Engineer and Business Development Manager. Mr Walker has over 15 years professional experience in the stockbroking, corporate finance and resource banking areas, with specialist skills in resource technical and securities analysis. Mr Walker has been a rated equity analyst in the gold, diamonds, diversified resources and coal sectors. Prior to his current role, Mr Walker was a founding Director of Auzeq Securities Ltd, an independent institutional resources research house; an Executive Director of ABN AMRO Australia Securities, the Australian arm of the global investment banking group, and an Associate Director of CS First Boston Australia; and a Manager with Rothschild Australia Ltd. In these capacities Mr Walker was involved with management of sales, trading and research, investment banking, proprietary trading activities, risk management and compliance. Mr Walker is a Member of the Australian Institute of Mining and Metallurgy and is the principal of Dalkeith Corporate Pty Ltd and a Director of Tortuga Advisors Limited. Appointed 26 August 2004. Age 52.

Mr Paul J Dowd (BSc (Eng), FAusIMM) Non-Executive Director, Member of Remuneration and Audit Committees

Mr Dowd is a Mining Engineer by profession, has held several senior positions in the mining industry, and has recently retired as the Vice President of Newmont Australian Operations and Managing Director of Newmont Australia Limited. Prior to this, he held the position of Group Executive–Operations for Normandy and was responsible for the Normandy Group's global managed mining interests, including eight Australian operations and four spread over Africa, Europe and Asia. Prior to joining Normandy, he was General Manager, Aurora Gold where he was responsible for all Aurora Group operations and development primarily in Republic of Indonesia and Malaysia and later in Papua New Guinea. Mr Dowd is a Non-Executive Director of Buka Gold Ltd and Adelaide Resources Ltd and is a current Chairman and/or member of a number of industry bodies in Australia and the USA. Appointed 31 July 2006. Age 58.

Mr Bill P Cowan (BA Econ, FCPA, FAICD, FCIS, MFTA) Non-Executive Director, Chair of Audit Committee

Mr Cowan has over 35 years of diversified experience in the mining, research & development, manufacturing and energy supply and distribution industries. He has held several senior management positions in medium to large companies and was also a successful management consultant. Mr Cowan holds degrees in economics with a minor in finance and is a Fellow of the Institute of Certified Practicing Accountants, a Fellow of the Australian Institute of Company Directors, a Fellow of Chartered Secretaries Australia and a Member of the Finance and Treasury Association. He has graduated from the AICD Company Directors Course and also their Advanced Program. He was formerly an executive director of AngloGold Ashanti Australia Limited and Administrative Head and CFO of the Australasian region. He was also a director of a number of AngloGold Ashanti subsidiary companies. Prior to this, Mr Cowan was Financial Controller and Company Secretary of Worsley Alumina Pty for over 16 years. He was a part of the management team that started up and managed the Worsley Alumina and Boddington Gold Mine projects in Western Australia. Over the past 20 years, he has held many chairmanships and directorships in community service and not for profit organisations. In the three years prior to the date of this report, Mr Cowan was Director of AngloGold Ashanti Australia Limited and AngloGold China Holdings Limited. Appointed 11 April 2007. Age 59.

All Directors have been in office throughout the year since 1 July 2006 unless otherwise stated. Information in respect to former directors, Mr G Lamont and Mr M Rose are as follows:

Mr Glenister Lamont (B.Eng (Hons), MBA, FFin, FAICD, MAusIMM). Resigned 31 October 2006. Non-Executive Director, Chair of Audit Committee, Member of Remuneration Committee

Mr Marcus H Rose (MBA, FFin, AREI, FAICD). Resigned 7 December 2006. Non-Executive Director, Member of Audit Committee

2. Principal Activities and Review of Results of Operations

Objectives

The Group's objective is to increase shareholder wealth through successful exploration and project development activities whilst providing a safe workplace and ensuring best practice in relation to its environmental obligations.

Regis Resources N.L. ("Regis") together with its subsidiaries is an Australian mineral explorer with extensive landholdings in the Eastern Goldfields of Western Australia. The most significant of these are the Duketon gold and Collurabbie nickel properties north of Laverton.

In the Leonora-Laverton area, Regis is also earning up to an 85% interest and manages exploration on the Copper Well Joint Venture, and earning up to 70% equity and manages exploration in the Melita Joint Venture.

The key areas of focus and achievements of the Group during the year have been:

(i) Continuation of resource infill drilling, technical evaluation and financial assessment of the Duketon Gold Project, with confirmation of continuity of high-grade gold mineralised quartz lodes and significant new highgrade gold intersections at depth at Moolart Well;
(ii) The grant of 6 mining leases over the Moolart Well and King John gold resources and planned areas for mine infrastructure. This means that all of the Duketon Gold Project's 2.66m ounces are now on granted Mining Leases, allowing the mining development process to proceed;
(iii) Expansion of the regional gold exploration program outside of the Duketon Gold Project feasibility areas with gold mineralisation intersected at Petra and encouraging gold results at Ventnor;
(iv) Progressing the nickel exploration program focusing on the prospective Collurabbie area to the north of the Duketon tenements, resulting in the discovery of a number of significant geochemical and electromagnetic conductor anomalies and sulphide intersections from diamond drilling;
(v) Completion of the 100% acquisition of Duketon Resources Pty Ltd ("Duketon Resources"), formerly Newmont Duketon Pty Ltd such that the Company now has full control over and, subject to minority third party interests in some tenements, 100% equity participation in the Duketon projects; and

(vi) Completion of capital raisings totaling $12 million during the year to commence the funding of the feasibility study for the Duketon Gold Project, to fund the gold and nickel exploration programmes and for working capital purposes.

Restructuring - Acquisition of Duketon Resources

During the year the restructure of the equity interests in the Duketon Region and Rosemont/Duketon Joint Ventures ("Duketon JVs") was completed such that Regis has achieved 100% equity interest and full control (subject to minority equity interests in some tenements) over the underlying projects.

A summary of the transactions leading to this is:

(i) In February 2006, Regis acquired 49% of the shares in Duketon Resources, formerly a 100% owned subsidiary of Newmont Australia and the Company's joint venture partner in the Duketon JVs;
(ii) In September 2006, the Company completed a $10 million sole funding obligation that resulted in Regis having the right to exercise a call option to acquire a further 26% of Duketon Resources;
(iii) That call option was exercised on 29 September 2006 and on 18 October 2006, Newmont Australia exercised a put option to sell the remaining 25% of Duketon Resources to Regis. These transactions were settled together on 14 December 2006, following shareholder approval of the issue of 395 million shares in Regis to Newmont Capital Pty Ltd as consideration. The fair value of these shares issued at the time was approximately $43.5 million.

The impact of this acquisition on the financial statements for 2007 is that for the first time Regis presents consolidated accounts, reflecting its 100% ownership of Duketon Resources as a subsidiary and the full control now held over the Duketon JVs.

Income Statement

Revenue

As a minerals explorer in the pre-development stage, the Group does not have an ongoing source of revenue. Its revenue stream arises from interest received on cash in bank and ad-hoc tenement and investment disposal.

For 2007, interest income increased to $284,000 from $129,000 in the previous year. This increase was driven by higher average levels of interest bearing cash deposits in the bank following capital raisings.

Expenses

The Group's main activity is the exploration for and evaluation of mineral deposits, and the majority of exploration related costs are capitalised in accordance with the Group's accounting policies. Accordingly expenses reflected in the income statement are primarily related to administration and compliance matters.

Administrative costs and charges expensed through the income statement have increased from $1.3 million for 2006 to $1.7 million for 2007. Key factors driving the increase are:

(i) A receivable of $120,000 from a third party has been written off as a bad debt as it is no longer considered recoverable;
(ii) Accounting charge for amortisation of the fair value of options issued to Directors and corporate staff over their vesting periods has increased by $124,000 compared to 2006, primarily as a result of additional options issued during the year as part of long-term incentive based remuneration;
(iii) Overseas travel expenses necessary for investor relations conferences and new capital raisings increased by $84,000;
(iv) On acquiring Duketon Resources as a subsidiary, additional tax advisory fees of $55,000 have been incurred relative to the previous year in order to ensure the optimisation of the Group's potential tax loss assets and to evaluate the anticipated benefits of the tax consolidation regime available going forward under Australian tax legislation.

Other administration costs have been maintained at a similar level overall relative to 2006. Administration costs for the 2007 year in addition to those described above comprise corporate staff salaries, Directors' fees, corporate compliance and advisory costs, insurances and office running expenses.

Exploration and evaluation expenditure written off to the income statement was $141,000 for 2007 compared to $272,000 for 2006. This represents the write-off of preliminary expenditure such as application fees for new tenements incurred prior to the grant of tenure over the ground, and the write-off of previously capitalised costs on tenements since surrendered and/or no longer considered prospective.

Financial expenses for 2007 are $26,000 (2006: $4,000). The Group remains debt-free. During the year, the Company was assessed for stamp duty of $1.6 million on the acquisition of Duketon Resources. In order to conserve its cash resources for exploration programs, the Company entered into a repayment arrangement with the Office of State Revenue in WA. Interest has been incurred on the extended payment terms for the settlement of the stamp duty liability, together with the unwinding of discounting on long-term rehabilitation provisions (a noncash charge).

Result for the Year

For 2007, the net result for the Group is an operating loss of $1.5 million (2006: loss for the Company of $1.4 million). There is no income tax expense attributable to the result for the current or previous year. Tax losses generated to date are expected to be available to offset future income tax liabilities, although no tax asset has been recognised.

Balance Sheet

The components of the Group's balance sheet and key changes over the year are as follows:

Cash balances decreased to $1.5 million at 30 June 2007 from $4.4 million at 30 June 2006, reflecting the timing of funding of exploration and evaluation projects. Cash flows for the year are described in further detail below.

Current assets (other than cash) comprise sundry receivables and prepaid expenses, the main component being refundable GST.

Non-current receivables of $1.1 million are term deposits with a major bank that secure a bank guarantee facility. This facility covers environmental performance bonds provided to the Department of Industry and Resources WA ("DOIR") in respect of certain tenements in the Duketon area, and security deposits for the leases of Company offices. These term deposits bear interest at market rates.

Following the 100% acquisition and control of Duketon Resources, exploration and evaluation assets including mineral assets acquired for the Group at 30 June 2007 are $44.8 million, compared to $398,000 for the Company as at 30 June 2006, while investments in associates are now $Nil (2006: $38.5 million). The fair value of exploration projects (provisionally determined) in the Duketon JVs acquired as at acquisition date is included in exploration and evaluation assets on a consolidated basis. By comparison, at 30 June 2006, the Company's share of these projects was equity accounted and shown as investments in associates. Costs associated with the exploration for and evaluation of mineral deposits are capitalised, with the exception of any costs incurred on tenements prior to the granting of tenure, which have been written off. When tenements are surrendered or the ground considered not to be prospective, any costs previously capitalised in respect of those tenements are written off.

Goodwill has arisen from the acquisition of Duketon Resources and has been provisionally determined at $55.2 million, being the difference between consideration for the acquisition and the technical valuation of the mineral assets acquired as assessed by AMC Consultants Pty Ltd in October 2006. It represents strategic value arising from full control over the exploration projects and future operations, increased exposure to project upside, simplification of ownership structure of the underlying projects and strategic alliance with Newmont in terms of priority access to providers of exploration and evaluation services. The provisional amount also includes the value related to exploration and evaluation assets acquired which has not yet been quantified, being the value added to projects by work carried out between the date of the most recent independent technical valuation and acquisition date.

Plant and equipment has increased from $276,000 to $892,000 over the year, as a result of purchases of further exploration and office equipment to support the growth in activity (including a significant upgrade to field camp facilities) and field equipment acquired as part of the purchase of Duketon Resources.

Trade and other payables at 30 June 2007 of $4.8 million (2006: $1.6 million) represents amounts owing for exploration and feasibility costs, purchases of equipment, administration expenses, and stamp duty assessed on the Duketon Resources acquisition. The most significant component of the increase when compared to the previous year is the stamp duty liability (with accrued interest for extended payment terms) of $1.6 million. The remainder of the increase reflects the growth in exploration and feasibility activity during the year.

Employee benefit liabilities of $474,000 (2006: $230,000) represents accrued liabilities for PAYG tax, superannuation contributions, unused leave balances and payroll related on-costs for staff.

Provisions totaling $2.1 million represent the estimated liability for site restoration costs on exploration and previously mined tenements (2006: $1.9 million being Company's equity share at the time).

At 30 June 2007, the Group had a deficiency of net working capital of $3.5 million (30 June 2006: positive $2.9 million) and net assets of $96.4 million (2006: $42.7million).

Subsequent to the end of the financial year, a total of $6.4 million new equity capital was raised from private placements. The Company is currently engaged in discussions with domestic and international financial advisors concerning financing options for the development of the Duketon Gold Project.

Cash Flow

The sources of funds for the year were the proceeds of capital raisings in September 2006 and April 2007 totalling $12.1 million (gross), the refund / transfer of performance bonds previously held with Newmont prior to the acquisition of Duketon Resources of $665,000, and interest received on cash balances and deposits of $245,000; totaling $13 million.

Cash outflows are primarily exploration and feasibility expenditure on the exploration and evaluation projects, together with administrative costs, totaling $12.9 million. This expenditure includes completion of a sole funding obligation of $10 million described above.

Settlement terms of the purchase of the remaining 51% of the shares in Duketon Resources required Regis to repay the Newmont group for its share of exploration costs up to completion, resulting in cash outflows on acquisition, that together with transaction costs, total $621,000.

The Company replaced environmental performance bonds previously provided by Newmont to the DOIR in relation to rehabilitation obligations described above. In addition, further performance bond assessments were made by the DOIR in respect of the new camp and resource in-fill drilling areas at Moolart Well. In total over the year the Group placed $1.1 million on interest bearing term deposit with its bank as security for a bank guarantee facility for these bonds.

The Group funded a significant field camp upgrade and purchases of exploration and office equipment of $663,000 during the year to support its growing operations. (2006: $250,000).

Transaction costs paid during the year in relation to capital raising were $651,000 (2006: $684,000).

3. Significant Change in State of Affairs

The Directors are of the opinion that other than that disclosed in the Principal Activities and Review of Results of Operations section of the Directors' Report, there have not been any significant changes in the state of affairs of the Group during the year under review.

4. Dividends

The Directors do not recommend the payment of a dividend and no amount has been paid or declared by way of dividend since the end of the previous financial year and up to the date of this Report.

5. Events Subsequent to the Balance Sheet Date

Capital Raising

Subsequent to the balance sheet date, the Company completed further capital raisings totalling $6.4million, issuing 30,700,000 shares for cash at a price of 12 cents per share, and 30,048,333 shares for cash at a price of 9 cents per share.

Expiry of Equity Participation Rights after the Reporting Date

On 21 September 2007 Equity Participation Rights rights held by Newmont Australia Ltd over the Duketon Gold Project feasibility study area, comprising the Moolart Well deposit, related satellite deposits, and areas required for associated infrastructure, expired. Newmont retains Equity Participations Rights for gold over the remainder of the Duketon tenements. No Equity Participation Rights exist in the case of nickel, copper or platinum mineralisation.

Other than the matters discussed above, there has not arisen in the interval between the end of the financial year and the date of this Report any item, transaction or event of a material and unusual nature which in the opinion of the Directors of the Group, has significantly affected or is likely to significantly affect

the operations of the Group
the results of those operations, or
the state of affairs of the Group

in future financial years.

6. Future Developments and Results

There are no likely developments of which the Directors are aware which could be expected to significantly affect the results of the Group's operations in subsequent financial years not otherwise disclosed in the Principal Activities and Review of Results of Operations or the Events Subsequent to the Balance Sheet Date sections of the Directors' Report.

7. Options

At the date of this Report, the Company had on issue the following listed and unlisted options over fully paid ordinary shares.

(i) Listed

Number	Maturity Date	Issue Price	Exercise Price	Exercise Period
25,766,079	30 April 2012	No issue price	A$0.20	Immediately

Optionholders have no rights to participate in an issue of shares unless they convert their options. During the year and up to the date of this Report, no options have been issued and no options have lapsed. The names of all the persons who currently hold options are entered on a register maintained for the Company, by Link Market Services Limited. In accordance with the Corporations Act 2001, this register may be inspected free of charge.

Number	Maturity Date	Issue Price	Exercise Price	Exercise Period
38,970,230	31 October 2012	No issue price	A$0.10	Immediately

Number	Maturity Date	Issue Price	Exercise Price	Exercise Period
95,268,936	31 January 2014	No issue price	A$0.05	Immediately

Optionholders have no rights to participate in an issue of shares unless they convert their options. During the year and up to the date of this Report, no options have been issued, no options have been exercised and no options have lapsed. The names of all the persons who currently hold options are entered on a register maintained for the Company, by Link Market Services Limited. In accordance with the Corporations Act 2001, this register may be inspected free of charge.

(ii) Unlisted

Number	Maturity Date	Issue Price	Exercise Price	Exercise Period
12,900,000	25 November	No issue	A$0.12	Under terms and conditions of
	2010	price		the Regis Resources N.L. 2005
				Share Option Plan

Optionholders have no rights to participate in an issue of shares unless they convert their options. During the year and up to the date of this Report, no options have been issued and 1,250,000 options were forfeited. The names of all the persons who currently hold options are entered on a register maintained by the Company. In accordance with the Corporations Act 2001, this register may be inspected free of charge.

Number	Maturity Date	Issue Price	Exercise Price	Exercise Period
8,280,000	31 October 2011	No issue	A$0.1146	Under terms and conditions of
		price		the Regis Resources N.L. 2005
				Share Option Plan

Optionholders have no rights to participate in an issue of shares unless they convert their options. During the year and up to the date of this Report, 8,280,000 options have been issued and no options were cancelled. The names of all the persons who currently hold options are entered on a register maintained by the Company. In accordance with the Corporations Act 2001, this register may be inspected free of charge.

Number	Maturity Date	Issue Price	Exercise Price	Exercise Period
450,000	7 December 2011	No issueprice	A$0.1088	Under terms and conditions ofthe Regis Resources N.L. 2005
				Share Option Plan

Optionholders have no rights to participate in an issue of shares unless they convert their options. During the year and up to the date of this Report, 450,000 options have been issued and no options were cancelled. The names of all the persons who currently hold options are entered on a register maintained by the Company. In accordance with the Corporations Act 2001, this register may be inspected free of charge.

Number	Maturity Date	Issue Price	Exercise Price	Exercise Period
18,005,000	15 June 2012	No issue	A$0.0918	Under terms and conditions of
		price		the Regis Resources N.L. 2005
				Share Option Plan

Optionholders have no rights to participate in an issue of shares unless they convert their options. During the year and up to the date of this Report, 18,005,000 options have been issued and no options were cancelled. The names of all the persons who currently hold options are entered on a register maintained by the Company. In accordance with the Corporations Act 2001, this register may be inspected free of charge.

Options granted to Directors and Officers of the Company during the year and up to the date of this Report are set out in the Remuneration Report.

8. Directors' Interests in Shares and Options

The relevant interest of each Director in the number of fully paid ordinary shares and options over fully paid ordinary shares of the Company disclosed by that Director to the Australian Securities Exchange as at the date of this Report is:

Director			Relevant Interest
	Shares	OptionsOptionsOptions
		30/04/2012	31/10/2012	31/01/2014	25/11/2010
G M Folie	3,900,000	-	1,000, 000	-	900,000
D A Walker	8,325,000	9,000,000	11,250,000	15,000,000	5,200,000
P J Dowd	500,000	-	-	-	-
W P Cowan	150,000	-	-	-	-

Director

	Options31/10/2011	Options07/12/2011	Options15/06/2012
G M Folie	-	-	-
D A Walker	-	-	-
P J Dowd	-	450,000	-
W P Cowan	-	-	-

9. Meetings of Directors

The number of meetings of Directors held including meetings of Committees of the Board during the financial year including their attendance was as follows:

	Board		Audit Committee		RemunerationCommittee
	Eligible toAttend	Attended	Eligible toAttend	Attended	Eligible toAttend	Attended
G M Folie	9	9	2	2	3	3
D A Walker	9	9	-	-	-	-
P J Dowd	9	9	2	2	2	2
W P Cowan	2	2	1	1	-	-
M H Rose	3	3	1	1	-	-
G Lamont	3	3	1	1	1	1

10. Company Secretary

Mr Peter Lee is the Company Secretary of the Company. Mr Lee is a Member of the Institute of Chartered Accountants in Australia, a Fellow of Chartered Secretaries Australia Ltd., a Member of the Australian Institute of Company Directors and holds a Bachelor of Business (Accounting) from Royal Melbourne Institute of Technology. He has over 25 years commercial experience and is currently General Manager Corporate and Company Secretary of several listed public companies in Australia and a Director, Chief Financial Officer and Secretary of a US Corporation listed on the over the counter market in the USA and Chief Financial Officer and Secretary of a second US Corporation listed on the over the counter market in the USA.

11. Directors and Officers' Indemnity

The Company has entered into an Indemnity Deed with each of the Directors which will indemnify them against liability incurred to a third party (not being the Company or any related company) where the liability does not arise out of negligent conduct including a breach of good faith. The Indemnity Deed will continue to apply for a period of 10 years after a Director ceases to hold office, and a Director's Access and Insurance Deed with each of the Directors pursuant to which a Director can request access to copies of documents provided to the Director whilst serving the Company for a period of 10 years after the Director ceases to hold office. There will be certain restrictions on the Directors' entitlement to access under the deed. In addition the Company will be obliged to use reasonable endeavors to obtain and maintain insurance for a former Director similar to that which existed at the time the Director ceased to hold office.

12. Directors' and Officers' Insurance

The Company has, during or since the end of the financial year, paid an insurance premium in respect of an insurance policy for the benefit of the Directors, Secretaries, Executive Officers and employees of the Company and any related bodies corporate as defined in the insurance policy. The insurance grants indemnity against liabilities permitted to be indemnified by the Company under Section 199B of the Corporations Act 2001. In accordance with commercial practice, the insurance policy prohibits disclosure of the terms of the policy including the nature of the liability insured against and the amount of the premium.

13. Environment

The exploration activities of the Group are conducted in accordance with and controlled principally by Australian state government legislation. The Group has extensive exploration tenement holdings in Western Australia. The Group employs a system for monitoring environmental performance; reporting environmental incidents; establishing and communicating accountability; and documenting environmental performance. During the year, data on environmental performance was reported as part of the exploration reporting regime. In addition, as required under state legislation, procedures are in place to ensure that the relevant authorities are notified prior to the commencement to ground disturbing activities.

The Group is committed to minimising the impact of its activities on the surrounding environment at the same time aiming to maximise the social, environmental and economic returns for the local community. To this end the environment is a key consideration in our exploration activities and during the rehabilitation of disturbed areas. Generally rehabilitation occurs shortly following completion of a particular phase of exploration. In addition the Group continues to develop and maintain mutually beneficial relationships with the local communities affected by its activities.

14. Non-audit Services

During the year KPMG, the Company's auditor, has not performed other services in addition to their statutory duties.

The Board considered during the 2006 year the non-audit services provided during the 2006 year by the auditor and in accordance with written advice provided by resolution of the Audit Committee, was satisfied that the provision of those non-audit services during the 2006 year by the auditor was compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:

All non-audit services were reviewed by the Audit Committee to ensure they did not impact the integrity and objectivity of the auditor prior to the commencement of the work; and
The non-audit services provided did not undermine the general principles relating to auditor independence as set out in Professional Statement F1 Professional Independence, as they did not involve reviewing or auditing the auditor's own work, acting in a management or decision making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards.

A copy of the auditor's independence declaration as required under Section 307C of the Corporations Act is attached to the Directors' Report.

Details of the amounts paid to the auditor of the Company, KPMG, for audit and non-audit services provided during the year are set out below.

		Consolidated
	2007$	2006$
Statutory audit:
Audit and review of financial reports	64,300	64,425
Other services:
Accounting advisory services	-	6,300
Taxation advisory services	-	16,200

Taxation services provided by KPMG in the 2006 year comprised provision of advice in relation to particular payroll tax and workcover matters, and advice concerning the income tax and GST aspects of the Company's sole funding obligations in respect of the Duketon joint ventures.

15. Rounding off

The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the Financial Statements and Directors' Report have been rounded off to the nearest thousand dollars, unless otherwise stated.

16. Remuneration Report

(i) Overview of Remuneration Policies - audited

Remuneration levels for key management personnel of the Group are competitively set to attract and retain appropriately qualified and experienced key management personnel. The Remuneration Committee's decisions on the appropriateness of remuneration packages are based on the competitive state of the employment market for different specific skill sets, independently sourced market surveys related to the resources sector and the need to incentivise personnel to meet the Group's strategic objectives.

Key management personnel have authority and responsibility for planning, directing and controlling the activities of the Group, including Directors of the Group and other Executives. Key management personnel include the five most highly remunerated S300A Directors and Executives of the Group.

The remuneration structures explained below are designed to attract suitably qualified candidates, reinforce the imperative to meet the strategic objectives, and hence achieve the broader outcome of creation of value for shareholders. The remuneration structures take into account:

the capability and experience of the key management personnel;
the ability of key management personnel to influence the Group's performance;
the Group's performance which is primarily defined as the Group's success in discovering and developing economically exploitable mineralized systems, with earnings not currently a significant driver of performance. The value of this strategy will be reflected in the growth in share price and returns on shareholder wealth; and
the mix of cash and option incentives within each key management personnel's remuneration package.

Remuneration packages include a mix of cash and longer-term performance based incentives.

(ii) The Group's performance during the current year and over the past four years has been as follows – unaudited:

	2007$000's	2006$000's	2005$000's	2004$000's	2003$000's
Revenue	284	129	74	6	206
Net profit/(loss)	(1,546)	(1,408)	16,357	(3,939)	(6,568)
Basic earnings pershare (cents)	(0.16)	(0.30)	5.71	(4.15)	(10.95)
Diluted earnings pershare (cents)	(0.14)	(0.26)	4.89	(4.15)	(10.95)
Netassets/(deficiency)	96,390	42,720	5,595	(22,697)	(23,773)

The Directors do not believe the financial or share price performance of the Group is an accurate measure when considering remuneration structures as the Group is in the mineral exploration industry. Companies in this industry do not have an ongoing source of revenue, as revenue is normally from ad-hoc transactions.

The more appropriate measure is the identification of exploration targets, identification and/or increase of mineral resources and reserves and the ultimate conversion of the Group from explorer status to mining status.

Since their appointment in August 2004, the Directors and Executives (some of whom have been appointed progressively since that date) have restructured the business, raised substantial amounts of capital, eliminated a substantial amount of debt, undertaken significant exploration with the drilling results from exploration identifying the Mollart Well Gold deposit and commenced a feasibility study of the Duketon Gold Project.

(iii) Fixed Remuneration - audited

Fixed remuneration consists of base remuneration (including any fringe benefit tax charges related to employee benefits), as well as employer contributions to superannuation funds. The Company allows key management personnel to salary sacrifice for additional benefits (on a total cost basis).

Remuneration levels are reviewed annually by the Remuneration Committee through a process that considers individual and overall performance of the Group. In addition, external consultants provide analysis and advice to ensure the key management personnel's remuneration is competitive in the market place, as required.

(iv) Performance-Linked Remuneration - audited

Performance linked remuneration focuses on long-term incentives and was designed to reward key management personnel for meeting or exceeding their objectives. Recently the Company has not paid short-term incentive bonuses.

Long-Term Incentive

2005 Employee Share Option Plan

At the Annual General Meeting of the Company held in November 2005, shareholders of the Company approved the introduction of the Regis Resources N.L. 2005 Share Option Plan ("the Plan") and the issue of options under the Plan to the Directors at the time.

The Plan was introduced to assist in the recruitment, reward, retention and motivation of eligible persons of the Group.

The key components of the Plan and conditions imposed by the Board for the initial issue of options were that the options will have no issue price; the exercise price of the options will be an amount as determined by the Board and will be not less than the market price for one share on the date the Board decides to invite a participant to apply for options; the Board can determine the exercise conditions (if any) to apply prior to a participant being able to exercise the options; if the exercise condition is met, the participant (subject to continuing to be an eligible participant) is able to exercise the options at any time for a period of 3 years after the vesting period; the number of options that can be on issue under the Plan is 5% of the issued number of shares in the Company at the date of an invitation or grant of an option (for this purpose, the 5% is calculated as the number of shares the subject of options the Board proposes to issue an invitation or proposes to grant; the number of shares which would be issued if all offers or options to acquire unissued shares pursuant to this Plan or any other employee share option plan were accepted or exercised; the number of shares issued pursuant to the Plan in the last 5 years; and the number of shares issued during the last 5 years pursuant to any other employee share scheme of the Company); if the employment of a participant is terminated before the end of the vesting period, the options held by that participant will lapse, except where a participant has ceased to be employed due to death or mental incapacity (in such circumstances the Board has the ability to allow the legal personal representative of the participant to exercise the option on the terms set by the Board at the time). In the case of termination after the vesting period, if the exercise condition has not been met, the option lapses. If the exercise condition has been met,

the participant has one month to exercise the option otherwise it lapses; the Board will also have the discretion to have the options expire if it determines that a participant has acted fraudulently, dishonestly or in a manner which is in breach of his or her obligations to the Company or a subsidiary of the Company; participants will have their entitlements in respect of options held adjusted to take account of capital reconstructions and bonus issues as if the option has been exercised before the determination of entitlement in respect of these issues. If the Company makes a pro rata rights issue to shareholders, the exercise price of an option will be reduced according to the formula specified in the Australian Securities Exchange ("ASX") Listing Rules; and in the case of a change of control, options are immediately exercisable notwithstanding exercise conditions or the vesting period.

(a) For the initial grant of options, the Directors resolved that the exercise price will be the weighted average closing price of shares sold on ASX on the 5 trading days immediately preceding the offer of options to a Participant (but if no shares were sold on ASX during that 5 day period the exercise price of an option is to be determined by the Board to be equal to the closing price of shares sold on ASX on the last trading day on which the shares were traded); the options cannot be exercised for a specified period in each case, ranging from 21 months to 2 years from grant; for tranche 1 options to be exercised after this time, the price of the Company's fully paid ordinary shares must have traded at a price on ASX that represents a 25% increase in share price following the offer to Participants, after adjustment for any rights issues, bonus issues and dividends, from the date when the options were first granted, for at least a 20 trading day period; and for tranche 2 options to be exercised after this time, the price of the Company's fully paid ordinary shares must have traded at a price on ASX that represents a 50% increase in share price following the offer to Participants, after adjustment for any rights issues, bonus issues and dividends, from the date when the options were first granted, for at least a 20 trading day period. The performance hurdles were chosen to align rewards for employees with rewards for shareholders over the longer term.

The options were valued by an external consultant as at grant date using the binomial option pricing model and the following inputs:

		November 2005 OptionsTranche 1Tranche 2		February 2006 Options
				Tranche 2
Grant date	25 November	25 November	17 February	17 February
	2005	2005	2006	2006
Grant date share price	$0.115	$0.115	$0.097	$0.097
Expected life in years	3.5	3.5	3.4	3.4
Risk-free rate	5.31%	5.31%	5.22%	5.22%
Volatility	45%	45%	45%	45%
Exercise price	$0.12	$0.12	$0.12	$0.12
Fair value of option	$0.025	$0.021	$0.015	$0.012

(b) On 24 October 2006, the Directors resolved to issue further options under the Plan on the same terms and conditions in (a) above other than the options can only be exercised if the price of the Company's fully paid ordinary shares have traded at a price on ASX that represents a 25% increase in the share price following the offer to participants, after adjustments for any rights issues, bonus issues and dividends, from the date when the options were first granted, for at least a 20 trading day period.

A separate parcel of options were issued to one person on the same terms as above other than the vesting conditions for tranche 1 were the lodgement of a bankable feasibility study with the Company for approval by the Board of Directors by 1 November 2007 (on 31 August 2007, the Board of Directors agreed to change this vesting term such that the options vest on 31 October 2007. The change was made as a result of the changes to the development path of the Duketon Gold Project) and for tranche 2, the gold plant for the Duketon Gold Project is commissioned by 1 May 2009. If the Board of Directors do not proceed with the development of the Duketon Gold Project, this vesting condition converts to an increase in the ordinary share price of the Company by 25% since the date of issue of the options.

The performance hurdles were chosen to align rewards for employees with rewards for shareholders over the longer term. However, amendments were made to the earlier performance hurdles to reflect the competitive nature of the market for employees in the highly competitive resources industry. The options were valued by an external consultant as at grant date using the binomial option pricing model and the following inputs:

Grant date	2 November2006	2 November2006	2 November2006
Grant date share price	$0.10	$0.10	$0.10
Expected life in years	3.5	3.5	3.5
Risk-free rate	5.99%	5.99%	5.99%
Volatility	70%	70%	70%
Exercise price	$0.1146	$0.1146	$0.1146
Fair value of option	$0.04	$0.0429	$0.04

(c) On 8 December 2006, shareholders at the annual general meeting approved the issue of 450,000 options to P J Dowd, on the same terms and conditions as set out in (a) above. The performance hurdles were chosen to align rewards for employees with rewards for shareholders over the longer term.

The options were valued by an external consultant as at grant date using the binomial option pricing model and the following inputs:

	Tranche 1	Tranche 2
Grant date	8 December 2006	8 December 2006
Grant date share price	$0.10	$0.10
Expected life in years	3.5	3.5
Risk-free rate	5.89%	5.89%
Volatility	70%	70%
Exercise price	$0.1088	$0.1088
Fair value of option	$0.041	$0.0409

(d) On 15 June 2007, the Directors approved that for all future issues of options under the Plan, the options will vest 1/3 immediately, 1/3 after 12 months and 1/3 after 24 months and there were to be no price hurdles. The options were issued without performance hurdles to reflect the competitive nature of the market for employees in the highly competitive resources industry in order to attract and retain employees. All other terms and conditions remained the same.

The options were valued by an external consultant as at grant date using the binomial option pricing model and the following inputs:

	Vesting 1	Vesting 2	Vesting 3
Grant date	15 June 2007	15 June 2007	15 June 2007
Grant date share price	$0.091	$0.091	$0.091
Expected life in years	2.5	3.0	3.5
Risk-free rate	6.4%	6.4%	6.4%
Volatility	60%	60%	60%
Exercise price	$0.0918	$0.0918	$0.0918
Fair value of option	$0.031	$0.034	$0.037

The following tables disclose options that have been issued to the key management personnel under the plan during 2007 and 2006:

	2007	2006
G M Folie – Non-Executive Chairman

Date of issue	25 November 2005	25 November 2005
Number of options
- tranche 1	450,000	450,000

- tranche 2	450,000	450,000
Issue price	Nil	Nil
Exercise price	12 cents	12 cents
Ordinary share price hurdle
- tranche 1	15 cents	15 cents
- tranche 2	18 cents	18 cents
Value of options
- tranche 1	$11,250	$11,250
- tranche 2	$9,450	$9,450
Expiry date	25 November 2010	25 November 2010

Number of options vested during the year	Nil	Nil
% vested in year	0%	0%
% forfeited in year	0%	0%
Value yet to vest (unaudited)
- minimum (2)	Nil	Nil
- maximum (3)	$54,000	$54,000
Number of options on issue
- at 1 July	900,000	Nil
- at 30 June	900,000	900,000



	2007	2006
D A Walker – Managing Director

Date of issue	25 November 2005	25 November 2005
Number of options

- tranche 1	2,600,000	2,600,000
- tranche 2	2,600,000	2,600,000
Issue price	Nil	Nil
Exercise price	12 cents	12 cents
Ordinary share price hurdle
- tranche 1	15 cents	15 cents
- tranche 2	18 cents	18 cents
Value of options
- tranche 1	$65,000	$65,000
- tranche 2	$54,600	$54,600
Expiry date	25 November 2010	25 November 2010
Number of options vested during the year	Nil	Nil

% vested in year	0%	0%
% forfeited in year	0%	0%
Value yet to vest (unaudited)
- minimum (2)	Nil	Nil
- maximum (3)	$312,000	$312,000
Number of options on issue
- at 1 July- at 30 June	5,200,0005,200,000	Nil5,200,000

	2007	2006
P J Dowd – Non-Executive Director

Date of issue	8 December 2006	N/A
Number of options
- tranche 1	225,000	N/A
- tranche 2	225,000	N/A
Issue price	Nil	N/A
Exercise price	10.88 cents	N/A
Ordinary share price hurdle
- tranche 1	13.60 cents	N/A
- tranche 2	16.32 cents	N/A
Value of options
- tranche 1	$9,225	N/A
- tranche 2	$9,202	N/A
Expiry date	7 December 2011	N/A
Number of options vested during the year	Nil	N/A
% vested in year	0%	N/A
% forfeited in year	0%	N/A
Value yet to vest (unaudited)
- minimum (2)	Nil	N/A
- maximum (7)	$24,480	N/A
Number of options on issue
- at 1 July	Nil	Nil
- at 30 June	450,000	Nil

	2007	2006
M H Rose – Non-Executive Director
(resigned 7 December 2006)

Date of issue	25 November 2005	25 November 2005
Number of options
- tranche 1	225,000	225,000
- tranche 2	225,000	225,000
Issue price	Nil	Nil
Exercise price	12 cents	12 cents
Ordinary share price hurdle
- tranche 1	15 cents	15 cents
- tranche 2	18 cents	18 cents
Value of options

- tranche 1	$5,625	$5,625
- tranche 2	$4,725	$4,725
Expiry date	25 November 2010	25 November 2010
Number of options vested during the year	Nil	Nil
% vested in year	0%	0%
% forfeited in year	100%	0%
Value of options at date of forfeiture	$Nil	N/A
Value yet to vest (unaudited)
- minimum	Nil as forfeited	$Nil
- maximum	Nil as forfeited	$27,000
Number of options on issue
- at 1 July- at 30 June	450,000Nil	Nil450,000

	2007	2006
G Lamont – Non-Executive Director
(resigned 31 October 2006)

Date of issue	25 November 2005	25 November 2005
Number of options
- tranche 1	225,000	225,000
- tranche 2	225,000	225,000

Issue price	Nil	Nil
Exercise price	12 cents	12 cents
Ordinary share price hurdle
- tranche 1	15 cents	15 cents
- tranche 2	18 cents	18 cents
Value of options
- tranche 1	$5,625	$5,625
- tranche 2	$4,725	$4,725
Expiry date	25 November 2010	25 November 2010
Number of options vested during the year	Nil	Nil
% vested in year	0%	0%
% forfeited in year	100%	0%

Value of options at date of forfeiture	$Nil	N/A
Value yet to vest (unaudited)
- minimum (2)	Nil as forfeited	$Nil
- maximum (3)	Nil as forfeited	$27,000
Number of options on issue
- at 1 July	450,000	Nil
- at 30 June	Nil	450,000



	2007	2006
P J Lee – Company Secretary

Date of issue	25 November 2005	25 November 2005
Number of options
- tranche 1	225,000	225,000
- tranche 2	225,000	225,000
Issue price	Nil	Nil
Exercise price	12 cents	12 cents
Ordinary share price hurdle
- tranche 1	15 cents	15 cents
- tranche 2	18 cents	18 cents
Value of options

- tranche 1	$5,625	$5,625
- tranche 2	$4,725	$4,725
Expiry date	25 November 2010	25 November 2010
Number of options vested during the year	Nil	Nil
% vested in year	0%	0%
% forfeited in year	0%	0%
Value yet to vest (unaudited)
- minimum (2)	Nil	Nil
- maximum (3)	$27,000	$27,000

Number of options on issue
- at 1 July	450,000	Nil

P J Lee – Company Secretary (continued)	2007	2006
Date of issue	17 February 2006	17 February 2006
Number of options
- tranche 1	225,000	225,000
- tranche 2	225,000	225,000
Issue price	Nil	Nil
Exercise price	12 cents	12 cents
Ordinary share price hurdle
- tranche 1	15 cents	15 cents
- tranche 2	18 cents	18 cents
Value of options
- tranche 1	$3,375	$3,375
- tranche 2	$2,700	$2,700
Expiry date	25 November 2010	25 November 2010
Number of options vested during the year	Nil	Nil
% vested in year	0%	0%
% forfeited in year	0%	0%
Value yet to vest (unaudited)
- minimum (2)	Nil	Nil
- maximum (3)	$27,000	$27,000
Number of options on issue
- at 1 July	450,000	Nil
- at 30 June	450,000	450,000
Date of issue	15 June 2007	N/A
Number of options	925,000	N/A
Issue price	Nil	N/A
Exercise price	9.18 cents	N/A
Value of options	$31,450	N/A
Expiry date	15 June 2012	N/A
Number of options vested during the year	308,334	N/A
% vested in year	33.3%	N/A
% forfeited in year	0%	N/A
Value yet to vest (unaudited)
- minimum (2)	Nil	N/A
- maximum (5)	$17,390	N/A
Number of options on issue
- at 1 July	Nil	Nil
- at 30 June	925,000	Nil

	2007	2006

J C Cohen – General Manager
Finance & Administration
Date of issue	25 November 2005	25 November 2005
Number of options
- tranche 1	1,250,000	1,250,000
- tranche 2	1,250,000	1,250,000
Issue price	Nil	Nil
Exercise price	12 cents	12 cents
Ordinary share price hurdle
- tranche 1	15 cents	15 cents
- tranche 2	18 cents	18 cents

Value of options
- tranche 1	$31,250	$31,250
- tranche 2	$26,250	$26,250
Expiry date	25 November 2010	25 November 2010
Number of options vested during the year	Nil	Nil
% vested in year	0%	0%
% forfeited in year	0%	0%
Value yet to vest (unaudited)
- minimum (2)	Nil	Nil
- maximum (3)	$150,000	$150,000

Number of options on issue
- at 1 July	2,500,000	Nil
- at 30 June	2,500,000	2,500,000

Date of issue	2 November 2006	N/A
Number of options	500,000	N/A
Issue price	Nil	N/A
Exercise price	11.46 cents	N/A
Ordinary share price hurdle	14.32 cents	N/A
Value of options	$20,000	N/A
Expiry date	31 October 2011	N/A

Number of options vested during the year	Nil	N/A
% vested in year	0%	N/A
% forfeited in year	0%
Value yet to vest (unaudited)		N/A
- minimum (2)	Nil	N/A
- maximum (4)	$14,300	N/A
Number of options on issue
- at 1 July	Nil	Nil
- at 30 June	500,000	Nil

Date of issue	15 June 2007	N/A

Number of options	3,625,000	N/A
Issue price	Nil	N/A
Exercise price	9.18 cents	N/A
Value of options	$123,250	N/A
Expiry date	15 June 2012	N/A
Number of options vested during the year	1,208,334	N/A
% vested in year	33.3%	N/A
% forfeited in year	0%	N/A
Value yet to vest (unaudited)
- minimum (2)	Nil	N/A
- maximum (5)
	$68,150	N/A
Number of options on issue
- at 1 July	Nil	Nil
- at 30 June	3,625,000	Nil

	2007	2006
J Balkau – General Manager Exploration

Date of issue	17 February 2006	17 February 2006
Number of options
- tranche 1	1,625,000	1,625,000
- tranche 2	1,625,000	1,625,000
Issue price	Nil	Nil
Exercise price	12 cents	12 cents
Ordinary share price hurdle
- tranche 1	15 cents	15 cents
- tranche 2	18 cents	18 cents
Value of options
- tranche 1	$24,375	$24,375
- tranche 2	$19,500	$19,500
Expiry date	25 November 2010	25 November 2010
Number of options vested during the year	Nil	Nil
% vested in year	0%	0%
% forfeited in year	0%	0%
Value yet to vest (unaudited)
- minimum (2)	Nil	Nil
- maximum (3)	$195,000	$195,000
Number of options on issue
- at 1 July	3,250,000	Nil
- at 30 June	3,250,000	3,250,000

Date of issue	15 June 2007	N/A
Number of options	4,025,000	N/A
Issue price	Nil	N/A
Exercise price	9.18 cents	N/A
Value of options	$136,850	N/A
Expiry date	15 June 2012	N/A
Number of options vested during the year	1,341,667	N/A
% vested in year	33.3%	N/A
% forfeited in year	0%	N/A
Value yet to vest (unaudited)
- minimum (2)	Nil	N/A
- maximum (5)	$75,670	N/A
Number of options on issue
- at 1 July	Nil	Nil
- at 30 June	4,025,000	Nil

I J Kerr – General Manager Projects	2007	2006

Date of issue	2 November 2006	N/A
Number of options	4,500,000	N/A
Issue price	Nil	N/A
Exercise price	11.46 cents	N/A
Tranche 1 vesting condition	Lodgement of a bankable feasibility studywith the Company for approval by the	N/A
	Board of Directors by 1 November 2007.
	On 31 August 2007, the Board of Directors
	agreed to change this vesting term such
	that the options vest on 31 October 2007.
	The change was made as a result of the
	changes to the development path of the
	Duketon Gold Project.
Tranche 2 vesting condition	Gold plant for the Duketon Gold Project is	N/A
	commissioned by 1 May 2009. If the Board
	ofDirectorsdonotproceedwiththe
	development of the Duketon Gold Project,
	thisvestingconditionconvertstoan
	increase in the ordinary share price of the
	Company by 25% since the date of issue ofthe options.
Value of options	$186,525	N/A
Expiry date	31 October 2011	N/A
Number of options vested during the year	Nil	N/A
% vested in year	0%	N/A
% forfeited in year	0%	N/A
Value yet to vest (unaudited)		N/A
- minimum (2)	Nil	N/A
- maximum (6)	$204,300	N/A
Number of options on issue
- at 1 July	Nil	Nil
- at 30 June	4,500,000	NilN/A
Date of issue	15 June 2007	N/A
Number of options	4,500,000	N/A
Issue price	Nil	N/A
Exercise price	9.18 cents	N/A
Value of options	$153,000	N/A
Expiry date	15 June 2012	N/A
Number of options vested during the year	1,500,000	N/A
% vested in year	33.3%	N/A
% forfeited in year	0%	N/A
Value yet to vest (unaudited)		N/A
- minimum (2)	Nil	N/A
- maximum (5)	$84,600	N/A
Number of options on issue
- at 1 July	Nil	Nil
- at 30 June	4,500,000	Nil

Details concerning the valuation methodology and key assumptions made in the option valuations are set out on the preceding pages and in Note 16 of the attached financial statements.
The minimum value of options yet to vest is $nil as the vesting conditions have not been met and consequently the options may not vest.

1. The maximum value of options yet to vest is not determinable as it depends on the market price of shares of the Company at the date the options are exercised, and whether the price hurdles are met during the vesting period. For the purpose of the disclosure set out above, the maximum value shown is the value of the options assuming that the price hurdle of 18 cents is met prior to 25 November 2007 enabling all the options to vest, and that the share price then remains at 18 cents.
1. The maximum value of options yet to vest is not determinable as it depends on the market price of shares of the Company at the date the options are exercised, and whether the vesting period is met. For the purpose of the disclosure set out above, the maximum value shown is the value of the options assuming that the price hurdle of 14.32 cents is met prior to 31 October 2008 enabling all the options to vest, and that the share price then remains at 14.32 cents.
1. The maximum value of options yet to vest is not determinable as it depends on the market price of shares of the Company at the date the options are exercised. The maximum value shown are based on the assumption that the share price on the date the option is exercised does not exceed $0.12 for the grants issued on 15 June 2007. These share prices represent a maximum price included in the volatility assumptions within the valuation of the options.
1. The maximum value of options yet to vest is not determinable as it depends on the market price of shares of the Company at the date the options are exercised, and whether the price hurdles are met during the vesting period. The maximum value shown are based on the assumption that the share price on the date the option is exercised does not exceed $0.16 for the grants issued on 2 November 2006. These share prices represent a maximum price included in the volatility assumptions within the valuation of the options.
1. The maximum value of options yet to vest is not determinable as it depends on the market price of shares of the Company at the date the options are exercised, and whether the price hurdles are met during the vesting period. For the purpose of the disclosure set out above, the maximum value shown is the value of the options assuming that the price hurdle of 16.32 cents is met prior to 8 December 2009 enabling all the options to vest, and that the share price then remains at 16.32 cents.
1. Unless otherwise disclosed, no options were exercised and no options lapsed in the year.

(v) Service Agreements - audited

David Walker, Managing Director, has a contract with the Company, with an effective date of 1 July 2005, via Dalkeith Resources Pty Ltd ("Dalkeith"). The contract specifies the duties and obligations to be fulfilled by the Managing Director, is for 2 years and has a contract fee of $260,000 per annum.The contract has been extended for a further period of 2 years to 30 June 2009 at a contract fee of $350,000 per annum, provides for Dalkeith to earn a contract bonus fee of 20% per annum if key performance indicators are met and allows for an issue of a minimum of 5,200,000 options per annum, requires 9 months notice of termination (other than in the case of negligent conduct) in the case of termination by the Company and 3 months notice of termination in the case of Dalkeith Resources Pty Ltd. The Managing Director has no entitlement to a termination payment. During the 2006 year, Dalkeith was paid an amount of $91,991 which was for additional services performed during the year ended 30 June 2005.

Dr Folie, and Messrs Dowd and Cowan do not have a contract for their services as Non-Executive Chairman and Non–Executive Directors respectively.

Peter Lee, Company Secretary, has a contract of employment with the Company. He is employed on a part time basis and is paid an amount of $76,300 per annum (including contributions to superannuation). The service contract outlines the components of remuneration paid to Mr Lee but does not prescribe how remuneration levels are modified year to year. Remuneration levels are reviewed each year to take into account cost-of-living changes, any change in the scope of the role performed by Mr Lee and any changes required to meet the principles of the remuneration policy. Mr Lee is entitled to receive on termination of employment statutory entitlements of accrued annual and long service leave, and any accrued superannuation contributions would be paid to his fund. Mr Lee's contract has an effective commencement date of 1 November 2005 and has no expiry date.

Janet Cohen, General Manager Finance & Administration, has a contract of employment with the Company. She is employed on a full time basis and is paid an amount the equivalent of $186,000 per annum (increased to $200,000 per annum effective 1 July 2007)(including contributions to superannuation). The service contract outlines the components of remuneration paid to Ms Cohen but does not prescribe how remuneration levels are modified year to year. Remuneration levels are reviewed each year to take into account cost-of-living changes, any change in the scope of the role performed by Ms Cohen and any changes required to meet the principles of the remuneration policy. Ms Cohen is entitled to receive on termination of employment statutory entitlements of accrued annual and long service leave, and any accrued superannuation contributions would be paid to her fund. Ms Cohen's contract has an effective commencement date of 18 July 2005 and has no expiry date.

Jens Balkau, General Manager Exploration, has a contract of employment with the Company. He is employed on a full time basis and is paid an amount of $218,000 per annum (increased to $240,000 per annum effective 1 July 2007) (including contributions to superannuation). The service contract outlines the components of remuneration paid to Mr Balkau but does not prescribe how remuneration levels are modified year to year. Remuneration levels are reviewed each year to take into account cost-of-living changes, any change in the scope of the role performed by Mr Balkau and any changes required to meet the principles of the remuneration policy. Mr Balkau is entitled to receive on termination of employment statutory entitlements of accrued annual and long service leave, and any accrued superannuation contributions would be paid to his fund. Mr Balkau's contract has an effective commencement date of 30 January 2006 and has no expiry date.

Ian Kerr, General Manager Projects, has a contract of employment with the Company. He is employed on a full-time basis and is paid an amount of $285,000 per annum (increased to $310,000 per annum effective 1 July 2007) (including contributions to superannuation). The service contract outlines the components of remuneration paid to Mr Kerr but does not prescribe how remuneration levels are modified year to year. Remuneration levels are reviewed each year to take into account cost-of-living changes, any change in the scope of the role performed by Mr Kerr and any changes required to meet the principles of the remuneration policy. Mr Kerr is entitled to receive, on termination of employment, statutory entitlements of accrued annual and long service leave and any accrued superannuation contributions would be paid to his fund. Mr Kerr's contract has an effective commencement date of 1 November 2006 and has no expiry date.

The Company has a Redeployment and Redundancy Policy that is applicable to all employees including Executives (other than the Managing Director). Under that policy, in the case of a genuine redundancy, Executives would receive a payment equivalent to six months total remuneration package plus two weeks for each completed year of service, subject to a maximum total payment of twelve months total remuneration.

(vi) Non-Executive Directors - audited

Total remuneration for all Non-Executive Directors, last voted upon by shareholders at the 1999 AGM, is not to exceed $200,000 per annum. At the date of this report, Directors' base fees are presently up to $177,000 per annum. Directors' fees cover all main board activities and membership of board committees. Non-Executive Directors do not receive any benefits on retirement. From time to time, Non-Executive Directors may provide consulting services to the Company and in these cases, they are paid consulting fees in line with industry rates.

During the year and following the approval of shareholders at the 2006 annual general meeting, Mr Dowd was issued options under the Regis Resources N.L. 2005 Share Option Plan. Details of the options issued are set out separately in this Remuneration Report.

(vii) Details of Key Management Personnel and Remuneration - audited

The names of the key management personnel in office during the year are as follows:

(a) Directors

G M Folie – Non-Executive Chairman D A Walker – Managing Director P J Dowd – Non-Executive Director (appointed 31 July 2006) W P Cowan – Non-Executive Director (appointed 11 April 2007) M H Rose – Non-Executive Director (resigned 7 December 2006) G Lamont – Non-Executive Director (resigned 31 October 2006)

(b) Specified Officers

P J Lee – Company Secretary J C Cohen – General Manager - Finance and Administration J Balkau – General Manager - Exploration I J Kerr – General Manager - Projects (appointed 1 November 2006)

Note: All Directors and Officers held office for the entire year unless otherwise stated

DIRECTORS' AND EXECUTIVE OFFICERS' REMUNERATION (Company and Group) - audited

			Short-term	Postemploymentbenefits	Sharebasedpayments		Value ofoptions asproportion ofremuneration &
		Salary &fees	Nonmonetarybenefits	Superannuation	Optionsand rights	Total	proportion ofremunerationthat isperformancerelated % (iii)
Non-Executive Directors
G M Folie (Chairman)	2007	32,825	-	56,125	10,350	99,300	10.42%
	2006	173,700	-	-	6,096	179,796	3.39%
P J Dowd	2007	34,355	-	-	2,568	36,923	6.96%
	2006	-	-	-	-	-	0.00%
W P Cowan	2007	-	-	10,236	-	10,236	-
	2006	-	-	-	-	-	0.00%
M H Rose (v)	2007	10,954	-	986	(3,049)	8,891	-
	2006	25,000	-	2,250	3,049	30,299	10.06%
G Lamont (v)	2007	6,250	-	2,832	(3,049)	6,033	-
	2006	25,000	-	2,250	3,049	30,299	10.06%
Executive Director
D A Walker (Managing Director) (i)	2007	260,000	6,943	-	59,800	326,743	18.30%
	2006	351,991	-	-	35,225	387,216	9.10%
Executives
P J Lee (Company Secretary) (ii)	2007	61,667	-	5,550	17,457	84,674	20.62%
	2006	75,783	8,544	11,418	4,307	100,052	4.30%
J C Cohen (General Manager -	2007	141,062	-	37,439	69,767	248,268	28.10%
Finance & Administration)	2006	107,302	-	32,438	16,935	156,675	10.81%
J Balkau (General Manager -	2007	191,208	3,156	17,209	65,165	276,738	23.55%
Exploration)	2006	75,961	-	6,837	9,087	91,885	9.89%
I J Kerr (General Manager -	2007	150,917	2,080	21,510	79,617	254,124	31.33%
Projects)	2006	-	-	-	-	-	-
Total compensation: key
management personnel(Company)	2007	889,238	12,179	151,887	298,626	1,351,930
Total compensation: keymanagement personnel(Company)	2006	834,737	8,544	55,193	77,748	976,222

Note

(i) The fees paid in the 2007 and 2006 years to Mr DA Walker are paid to his related company Dalkeith Resources Pty Ltd, and are included in personnel expenses disclosed at Note 6 to the financial statements.

(ii) The fees paid to Mr PJ Lee for the first half of the 2006 year were paid to a consulting company and are not included in personnel expenses disclosed in Note 6 to the financial statements.

(iii) Represents both the total proportion of remuneration that is performance linked and the value of options as a proportion of remuneration.

(iv) The Company did not pay a short-term incentive cash bonus, other long term benefits or termination benefits during 2006 or 2007.

(v) Includes adjustment relating to the effect of options forfeited on resignation.

(vi) The Group paid insurance policies on behalf of key management personnel however any allocation by person would be arbitrary and is not included above.

Conclusion of remuneration report.

Signed in accordance with a resolution of the Board of Directors at Melbourne this 28th day of September 2007.

G M Folie Director

D A Walker Director

Regis Resources N.L. Income Statements For the year ended 30 June 2007

In thousands of AUD		Consolidated	Company
	Note	2007	2007	2006
Revenue	4	284	284	129
Corporate administrative expensesExploration and evaluation written off	511	(1,663)(141)	(1,663)(68)	(1,261)(272)
Results from operating activities		(1,520)	(1,447)	(1,404)
Financial expenses	7	(26)	(22)	(4)
Net financing costs		(26)	(22)	(4)
Profit/(loss) before income tax		(1,546)	(1,469)	(1,408)
Income tax expense	8	-	-	-
Profit/(loss) for the year		(1,546)	(1,469)	(1,408)
Earnings per share:Basic earnings per shareDiluted earnings per share	2020	Cents(0.16)(0.14)	Cents(0.15)(0.13)	Cents(0.30)(0.26)

The income statements are to be read in conjunction with the attached notes to the consolidated financial statements.

Regis Resources N.L. Balance Sheets As at 30 June 2007

		Consolidated	Company
In thousands of AUD	Note	2007	2007	2006
CURRENT ASSETS
Cash and cash equivalents	9	1,511	1,511	4,451
Other receivables and prepayments	10	254	254	248
TOTAL CURRENT ASSETS		1,765	1,765	4,699
NON-CURRENT ASSETS
Other receivables and prepayments	10	1,146	10,429	638
Exploration and evaluation assets	11	44,780	7,667	398
Goodwill on consolidation	12	55,222	-	-
Investments in subsidiary	12	-	81,630	-
Investment in associates	13	-	-	38,530
Property, plant and equipment	14	892	745	276
TOTAL NON-CURRENT ASSETS		102,040	100,471	39,842
TOTAL ASSETS		103,805	102,236	44,541
CURRENT LIABILITIES
Trade and other payables	15	4,766	4,766	1,591
Employee entitlements	16	474	474	230
Provisions	17	75	16	-
TOTAL CURRENT LIABILITIES		5,315	5,256	1,821
NON-CURRENT LIABILITIES
Other payables
	15	86	86	-
Provisions	17	2,014	427	-
TOTAL NON-CURRENT LIABIITIES		2,100	513	-
TOTAL LIABILITIES		7,415	5,769	1,821
NET ASSETS		96,390	96,467	42,720
EQUITY
Issued capital	18	135,976	135,976	81,144
Share option reserve	18	465	465	81
Accumulated losses		(40,051)	(39,974)	(38,505)
TOTAL EQUITY		96,390	96,467	42,720

The balance sheets are to be read in conjunction with the attached notes to the consolidated financial statements.

Regis Resources N.L. Statements of Changes in Equity For the year ended 30 June 2007

In thousands of AUD	Note	Issuedcapital	Accumulatedlosses	Share optionreserve	Total equity
Consolidated
At 1 July 2006		81,144	(38,505)	81	42,720
Profit/(loss) for the year		-	(1,546)	-	(1,546)
Share-based payments charge	16	-	-	384	384
Shares issued net of transaction costs	18	54,832	-	-	54,832
At 30 June 2007		135,976	(40,051)	465	96,390

In thousands of AUD	Note	Issuedcapital	Accumulatedlosses	Share optionReserve	Total equity
Company
At 1 July 2006		81,144	(38,505)	81	42,720
Profit/(loss) for the year		-	(1,469)	-	(1,469)
Share-based payments charge	16	-	-	384	384
Shares issued net of transaction costs	18	54,832	-	-	54,832
At 30 June 2007		135,976	(39,974)	465	96,467
At 1 July 2005		42,564	(37,097)	-	5,467
Profit/(loss) for the year		-	(1,408)	-	(1,408)
Share-based payments charge	16	-	-	81	81
Shares issued net of transaction costs	18	38,580	-	-	38,580
At 30 June 2006		81,144	(38,505)	81	42,720

The statements of changes in equity are to be read in conjunction with the attached notes to the consolidated financial statements.

Regis Resources N.L. Statements of Cash Flows For the year ended 30 June 2007

		Consolidated	Company
In thousands of AUD	Note	2007	2007	2006
CASH FLOWS FROM OPERATING ACTIVITIES
Cash paid to suppliers and employees		(1,556)	(1,556)	(1,234)
Interest received		245	245	123
NET CASH USED IN OPERATING ACTIVITIES	23	(1,311)	(1,311)	(1,111)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for investments in associates*		(4,679)	(4,679)	(6,147)
Payments for security deposits - tenements		(1,084)	(1,084)	(385)
Refunds of security deposits - tenements		665	665	20
Acquisition of subsidiary		(621)	(621)	-
Acquisition of property, plant and equipment	14	(663)	(663)	(250)
Direct exploration and evaluation expenditure		(6,713)	(1,520)	(99)
Loan to subsidiary		-	(5,193)	-
Payment of security deposits - offices		-	-	(60)
Proceeds from sale of investments		-	-	3
NET CASH USED IN INVESTING ACTIVITIES		(13,095)	(13,095)	(6,918)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issue of share capital	18	12,117	12,117	11,072
Payment of transaction costs		(651)	(651)	(684)
NET CASH FROM FINANCING ACTIVITIES		11,466	11,466	10,388
Net increase/(decrease) in cash and cash
equivalents		(2,940)	(2,940)	2,359
Cash and cash equivalents at 1 July	9	4,451	4,451	2,092
CASH AND CASH EQUIVALENTS AT 30 JUNE	9	1,511	1,511	4,451

During the year the Company issued 395,093,729 (2006: 256,532,027) shares in consideration for the acquisition of an investment in subsidiary (2006: associate) as detailed in Note 18. This transaction is not reflected in the statements of cash flows.

*These cash outflows were for exploration expenditure and were made prior to the time the Company obtained control of Duketon Resources Pty Ltd and therefore, in accordance with accounting standards are treated in the cash flow statement as payments for investments in associates.

The statements of cash flows are to be read in conjunction with the consolidated notes to the financial statements.

1. REPORTING ENTITY

Regis Resources N.L. ("the Company") is a company domiciled in Australia. The consolidated financial statements of the Company as at and for the year ended 30 June 2007 comprise the Company and its subsidiaries (together referred to as the "Group") and the Group's interest in associates. The Group's main activity is minerals exploration and evaluation.

2. BASIS OF PREPARATION

(a) Financial position

The financial statements have been prepared on the going concern basis. Whilst the Group's projects are not yet at a stage where a source of operating cash flows has been established, the Directors consider the going concern basis appropriate. Subsequent to the end of the year, the Company has raised $6.4 million by way of new issue of shares. Further detail is provided in Note 27.

The Directors are confident that they will be able to raise sufficient funds as required for the foreseeable future to enable the Group to meet it's debts as and when they fall due. See Note 28.

(b) Statement of compliance

The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (AASBs) (including Australian Accounting Interpretations) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements of the Group also comply with the IFRSs and interpretations adopted by the International Accounting Standards Board. The Company's financial report and notes also comply with IFRSs except that it has elected to apply the relief provided to parent entities in respect of certain disclosure requirements contained in AASB 132 Financial Instruments: Disclosure and Presentation.

The financial statements were approved by the Board of Directors on 28 September 2007.

(c) Basis of measurement and currency

The financial statements are presented in Australian dollars being the functional currency of all entities within the Group, rounded to the nearest thousand where stated, and are prepared on the historical cost basis.

(d) Use of estimates and judgements

The preparation of the financial statements in conformity with Australian Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.

Judgements and estimates made by management in the application of Australian Accounting Standards that have a significant effect on the financial statements are discussed in Note 3, accounting policy (p).

3. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group entities.

(a) Basis of consolidation

(i) Subsidiaries

The financial statements of the Group include the consolidation of Regis Resources N.L. and its subsidiaries Duketon Resources Pty Ltd ("Duketon Resources"), and Rosemont Gold Mines Pty Ltd. Via its ownership of Duketon Resources, the Company has a 100% equity interest and control of the Duketon Region and Rosemont Duketon Joint Ventures ("Duketon JVs") and accordingly these are included in the consolidated financial statements.

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date control commences until the date control ceases. Control of Duketon Resources and the Duketon JVs commenced on 14 December 2006. No comparative consolidated financial information has been provided as there was no consolidated entity for the comparative period. The Company has a 100% interest in all subsidiaries and therefore does not reflect any minority interests.

In the Company's financial statements, investments in subsidiaries are carried at cost.

(ii) Transactions eliminated on consolidation

Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions are eliminated in preparing the consolidated financial statements.

(iii) Associates

Associates are those entities including unincorporated entities in which the Group has significant influence, but not control, over the financial and operating policies. The financial statements include the Group's share of total recognised gains and losses of associates on an equity accounted basis, from the date that significant influence commences to the date that significant influence ceases. When the Group's share of losses exceeds its interest in an associate, the Group's carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an associate.

(iv) Joint venture operations

Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement.

The Group's interests in unincorporated joint ventures are brought to account by including its interest in the following amounts in the appropriate categories in the income statement and the balance sheet:

each of the individual assets employed in the joint venture;
liabilities incurred by the Group in relation to the joint venture and the liabilities for which it is jointly and/or severally liable; and
expenses incurred in relation to the joint venture.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(b) Financial instruments

(i) Non-derivative financial instruments

Non-derivative financial instruments include:

Cash and cash equivalents which comprise cash balances and call deposits stated at cost.
Other receivables which are stated at their cost less impairment losses if any, (refer accounting policy (f)).
Trade and other payables which are stated at cost.

A financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Group's contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset. Financial liabilities are derecognised if the Group's obligations specified in the contract expire or are discharged or cancelled.

(ii) Financial guarantee liabilities

Current accounting policy

Financial guarantee contracts are recognised as financial liabilities initially at their fair value as at the date of inception, and amortised to the income statement over the term of the contract. The fair value is determined by taking into account the probability of default by the guaranteed party over the term of the contact, the loss given default (being the proportion of the exposure that is not expected to be recovered in the event of default) and exposure at default (being the maximum loss at the time of potential default).

At each reporting date, the guarantee liability is re-assessed and measured at the higher of:

O the initial fair value less cumulative amortisation; or
O the amount that would be recognised in accordance with the accounting policy for provisions.

Comparative accounting policy

Financial guarantee contracts were disclosed as contingent liabilities unless a liability was required to be recognised under the accounting policy for provisions.

There is no quantitative effect of the change in this accounting policy because the fair value of the financial guarantee contract at inception date has been assessed as immaterial. See Note 19.

The change in accounting policy arose from AASB 2005-9 Amendments to Australian Accounting Standards (September 2005), being an amendment to AASB 139 Financial Instruments: Recognition and Measurement, which is applicable to the Group for the first time in the year ended 30 June 2007.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(c) Property, plant and equipment

(i) Owned assets

Items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation (see below) and impairment losses (see accounting policy (f)). The cost of acquired assets includes (i) the initial estimate at the time of installation and during the period of use, when relevant, of the costs of dismantling and removing the items and restoring the site on which they are located, and (ii) changes in the measurement of existing liabilities recognised for these costs resulting from changes in the timing or outflow of resources required to settle the obligation or from changes in the discount rate.

Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

(ii) Subsequent costs

The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the item can be measured reliably. All other costs are recognised in the income statement as an expense as incurred.

(iii) Depreciation

Depreciation is charged to the income statement and exploration operations on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives in the current and comparative years are as follows:

•	Plant and equipment	3-5 years
•	Fixtures and fittings	3-5 years
•	Motor vehicles	up to 3 years

Depreciation methods, useful lives and residual values are reassessed at the reporting date.

(d) Intangible assets

(i) Goodwill and business combinations

All business combinations are accounted for by applying the purchase method.

Where the fair value of the consideration paid for a business acquisition exceeds the fair value of the identifiable assets and liabilities acquired, the difference is treated as goodwill. The carrying amount of goodwill is tested annually for impairment in accordance with the accounting policy for impairment as set out in accounting policy (f).

(ii) Other intangible assets

Other intangible assets that are acquired by the Group are stated at cost less impairment losses (see accounting policy (f)).

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(e) Exploration and evaluation assets and expenditure

Exploration and evaluation assets include the costs of acquiring licences, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Exploration and evaluation expenditure is capitalised on an area of interest basis. Costs incurred before the Group has obtained the legal rights to explore an area are recognised in the income statement.

Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either:

the expenditures are expected to be recouped through successful development and exploitation of the area of interest; or
activities in the area of interest have not at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount (see impairment accounting policy (f)). For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. The cash generating unit is not larger than the area of interest.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.

(f) Impairment

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.

Receivables with a short duration are not discounted in assessing the recoverable amount. Impairment is recognised when objective evidence is available that a loss event has occurred.

The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

Impairment losses, other than in respect of goodwill, are reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimate used to determine the recoverable amount.

An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(g) Share capital

Transaction costs of an equity transaction being those directly attributable to the issue of shares or options, are recognised as a deduction from equity, net of any related income tax benefit.

(h) Employee benefits

(i) Wages and salaries, superannuation and annual leave

Liabilities for wages and salaries, superannuation and annual leave are recognised as employee benefits in respect of employees' services up to the reporting date and are calculated at undiscounted amounts based on remuneration wage and salary rates that the Group expects to pay as at reporting date including related on-costs, such as workers compensation insurance and payroll tax.

(ii) Share-based payment transactions

Share-based compensation benefits are provided to Directors, officers and employees under the Regis Resources N.L. 2005 Share Option Plan, which allows participants to acquire shares of the Company. The fair value of options granted is recognised as a cost of employment with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the participants become unconditionally entitled to the options. The fair value of the options granted is measured using a binomial option pricing model, taking into account the terms and conditions upon which the options were granted. The amount recognised as personnel expenses is adjusted to reflect an assessment at balance date of the actual number of share options that are expected to vest except where forfeiture is only due to prices not achieving the thresholds for vesting.

(i) Provisions

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Where the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

Site restoration

Provision for site restoration is recognised in relation to areas where mining and/or exploration activities have previously taken place. The provision includes rehabilitation of former mining waste dump and pit areas and exploration drill holes. The provision is the best estimate of the present value of the expenditure required to settle the restoration obligation at the reporting date, based on current legal requirements and technology. Future restoration costs are reviewed annually and any changes are reflected in the present value of the restoration provision at the end of the reporting period.

The amount of the provision for future restoration costs is capitalised as part of exploration and evaluation expenditure in accordance with accounting policy (e), and is subject to impairment review. In determining the restoration obligations the Group has assumed no significant changes will occur in the Federal and State legislation in relation to restoration of such areas.

For the 2006 comparative year, the Company's potential obligations in respect of site restoration arose as a result of its participation in commercial joint ventures that were accounted for as investments in associates. Accordingly, the Company's share of provision for site restoration was reflected as part of the balance of the investment in the relevant associate.

(j) Revenue

Interest income is recognised as it accrues.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(k) Expenses

(i) Operating lease payments

Payments made under operating leases are recognised in the income statement on a straight line basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense and spread over the lease term.

(ii) Financial expenses

Financial expenses comprise interest payable on liabilities with deferred payment terms and unwinding of the discount on provisions. All interest costs are recognised in the income statement using the effective interest method.

(l) Income tax

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. As the Company and its wholly owned subsidiaries have not derived taxable income in either the current or previous years, there is no tax payable.

Deferred tax balances are determined using the balance sheet method, which provides for temporary differences based on the carrying amounts of assets and liabilities in the balance sheet. Any current and deferred taxes attributable to amounts recognised in equity are also recognised directly in equity.

Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that they probably will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.

(m) Goods and services tax

Revenue, expenses and assets are recognised net of the amount of goods and services tax ("GST"), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the Australian Taxation Office ("ATO") is included as a current asset or liability in the balance sheet.

Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(n) Earnings per share

The Group presents basic and diluted earnings per share ("EPS") data for ordinary shares issued in the Company. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise listed options and share options granted to employees.

(o) Segment reporting

A segment is a distinguishable component of the Group that is engaged in exploration for mineral deposits. During the current and comparative year the Group has operated in a single business and geographical segment, being the exploration and evaluation of mineral deposits in Western Australia.

(p) Accounting estimates and judgements

Management discussed with the Audit Committee the development, selection and disclosure of the Group's critical accounting policies and estimates and the application of these policies, estimates and judgements. The estimates and judgements that may have a significant impact on the carrying amount of assets and liabilities are discussed below.

(i) Impairment of goodwill, exploration and evaluation assets, and investment in subsidiary

The ultimate recoupment of the value of goodwill, and exploration and evaluation assets and the Company's investment in subsidiary is dependent on successful development and commercial exploitation, or alternatively, sale, of the underlying mineral exploration properties. The Group undertakes on an annual basis, a comprehensive review for indicators of impairment of these assets.

The key factors that are considered in this review include:

recent drilling results and resource estimates
environmental issues that may impact the underlying tenements
the estimated market value of assets at the review date
independent valuations of underlying assets that may be available
fundamental economic factors such as the gold price, exchange rates and current and anticipated operating costs in the industry
the Group's market capitalisation compared to its net assets

Information used in the review process is rigorously tested to externally available information as appropriate.

(ii) Restoration obligations

The Group assesses site restoration liabilities in accordance with the accounting policy note stated in Note 3(i). The provision recognised is based on an assessment of the estimated cost of closure and reclamation of the areas using internal information concerning environmental issues in the exploration and previously mined areas, together with input from various environmental consultants, discounted to present value. Significant estimation is required in determining the provision for site restoration as there are many factors that may affect the timing and ultimate cost to rehabilitate sites where mining and/or exploration activities have previously taken place. These factors include future development/exploration activity, changes in the cost of goods and services required for restoration activity and changes to the legal and regulatory framework. These factors may result in future actual expenditure differing from the amounts currently provided.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(p) Accounting estimates and judgements (continued)

(iii) Determination of fair values in a business combination

The values of assets and liabilities recognised on acquisition in the consolidated financial statements are their estimated fair values at the date of acquisition. The fair values determined are based on the following methods:

Exploration and evaluation assets the fair value determined is based upon the most recently prepared independent technical valuation of underlying exploration/mineral assets;
Plant and equipment the fair values of the acquired plant and equipment is the estimated market value based on the nature and condition of the items; and
Provision for site restoration fair value determined as outlined in (ii) above.

(iv) Financial guarantee liability

The Company has issued a financial guarantee as detailed in Note 19. At 30 June 2007, in accordance with AASB 139 Financial Instruments: Recognition and Measurement and AASB 137 Provisions, Contingent Liabilities and Contingent Assets, having considered all of the facts and circumstances and available information concerning the arrangements, the Company has assessed that it is not probable that any amount will be payable under the guarantee and accordingly no amount has been provided for.

There is significant uncertainty in the information and evidence available to the Company to enable it to assess the ability of the principal borrower to meet its obligation to repay the debt. Although the holder of the guarantee has confirmed that no event of default had occurred at balance date and that there is no amount payable by the Company as guarantor at balance date, the limitation in information concerning the principal borrower's ability to meet its obligations in future means that significant judgment was required in determining that no future payment amount is probable.

Should the full amount of the guarantee be called and become payable, there is a potential obligation of up to $12, 842,758 plus interest.

(v) Going Concern

While the Group's projects are not yet at a stage where a source of operating cash flows has been established, and exploration and evaluation work is on-going, the ability of the Group to access additional funding to continue as a going concern is subject to inherent uncertainty. Detailed explanation of the matters considered is assessing the ability of the Group to source required funding is set out in Note 28.

(q) New standards and interpretations

The Group has elected to early adopt the following accounting standard:

• AASB 101 Presentation of Financial Statements (October 2006)

The following standards, amendments to standards and interpretations have been identified as those which may impact the Group in the period of initial application. They are available for early adoption at 30 June 2007, but have not been applied in preparing these financial statements:

• AASB 7 Financial Instruments: Disclosures (August 2005) replaces the presentation requirements of financial instruments in AASB 132. AASB 7 is applicable for annual reporting periods beginning on or after 1 January 2007, and will require extensive additional disclosures with respect to the Group's financial instruments and share capital.

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(q) New standards and interpretations not yet adopted (continued)

AASB 2005-10 Amendments to Australian Accounting Standards (September 2005) makes consequential amendments to AASB 132 Financial Instruments: Disclosure and Presentation, AASB 101 Presentation of Financial Statements, AASB 114 Segment Reporting, AASB 117 Leases, AASB 133 Earnings Per Share, AASB 139 Financial Instruments: Recognition and Measurement, AASB 1 First-time Adoption of Australian Equivalents to International Financial statementsing Standards, AASB 4 Insurance Contracts, AASB 1023 General Insurance Contracts and AASB 1038 Life Insurance Contracts arising from the release of AASB 7. AASB 2005-10 is applicable for annual reporting periods beginning on or after 1 January 2007 and is expected to only impact disclosures contained within the consolidated financial statements.
AASB 8 Operating Segments replaces the presentation requirements of segment reporting in AASB 114 Segment Reporting. AASB 8 is applicable for annual reporting periods beginning on or after 1 January 2009 and is not expected to have an impact on the financial results of the Company and the Group as the standard is only concerned with disclosures.
AASB 2007-3 Amendments to Australian Accounting Standards arising from AASB 8 makes amendments to AASB 5 Non-current Assets Held for Sale and Discontinued Operations, AASB 6 Exploration for and Evaluation of Mineral Resources, AASB 102 Inventories, AASB 107 Cash Flow Statements, AASB 119 Employee Benefits, AASB 127 Consolidated and Separate Financial Statements, AASB 134 Interim Financial statementsing, AASB 136 Impairment Assets, AASB 1023 General Insurance Contracts and AASB 1038 Life Insurance Contracts. AASB 2007-3 is applicable for annual reporting periods beginning on or after 1 January 2009 and must be adopted in conjunction with AASB 8 Operating Segments. This standard is only expected to impact disclosures contained within the financial statements.
Interpretation 10 Interim Financial statementsing and Impairment prohibits the reversal of an impairment loss recognised in a previous interim period in respect of goodwill, an investment in an equity instrument or a financial asset carried at cost. Interpretation 10 will become mandatory for the Group's 2008 financial statements, and will apply to goodwill, investments in equity instruments, and financial assets carried at cost prospectively from the date that the Group first applied the measurement criteria of AASB 136 and AASB 139 respectively (i.e.,1 July 2004 and 1 July 2005, respectively). The adoption of Interpretation 10 is not expected to impact disclosures contained within the financial statements.
Interpretation 11 AASB 2 Share-based Payment -- Group and Treasury Share Transactions addresses the classification of a share-based payment transaction (as equity or cash settled), in which equity instruments of the parent or another group entity are transferred, in the financial statements of the entity receiving the services. Interpretation 11 will become mandatory for the Group's 2008 financial statements. Interpretation 11 is not expected to have any impact on the financial statements of the Group. The potential effect of the Interpretation on the Company's financial statements has not yet been determined.
AASB 2007-1 Amendments to Australian Accounting Standards arising from AASB Interpretation II amends AASB 2 Share-based Payments to insert the transitional provisions of AASB 2, previously contained in AASB 1 First-time Adoption of Australian Equivalents to international Financial statementsing Standards. AASB 2007-1 is applicable for annual reporting periods beginning on or after 1 March 2007 and is not expected to have any impact on the consolidated financial statements of the Group. The potential impact on the Company has not yet been determined.

The Group plans to adopt the above, where applicable, at the time each standard or interpretation becomes mandatory.

			Consolidated		Company
4.	REVENUE		2007	2007	2006

	In thousands of AUD
	Interest income		284	284	129

5.	CORPORATE ADMINISTRATIVE EXPENSES
	In thousands of AUD	Note
	Consulting fees – other entities		183	183	272
	Auditors fees	26	64	64	87
	Depreciation expense	14	17	17	8
	Personnel expenses*	6	1,025	1,025	585
	Insurance and risk management		72	72	67
	Investor relations and shareholder reporting		75	75	61
	Other administrative costs		107	107	181
	Bad debts written off	23	120	120	-
	Total corporate administrative expenses		1,663	1,663	1,261

*Fees paid and payable to a company related to the Managing Director for the Managing Director's services of $260,000 (2006: $260,000) are included in personnel expenses.

6. PERSONNEL EXPENSES

	In thousands of AUD	Note
	Directors' fees		135	135	105
	Consulting fees - Directors		279	279	470
	Wages and salaries		2,240	2,240	505
	On-costs, recruitment and training expense		142	142	146
	Increase in liability for annual leave		149	149	36
	Employee share option amortisation	16	384	384	81
			3,329	3,329	1,343
	Less: amount capitalised to exploration projects		(2,304)	(2,304)	(639)
	Less: amount capitalised as cost of acquisition		-	-	(119)
			1,025	1,025	585
7.	FINANCIAL EXPENSES
	In thousands of AUD
	Interest expense		26	22	4

		Consolidated	Company
8.	INCOME TAX BENEFIT NOT RECOGNISED	2007	20072006
	In thousands of AUD
	Profit/(loss) for the yearIncome tax expense recognised	(1,546)-	(1,469)(1,408)--
	Current year losses for which no deferred tax asset wasrecognised	(1,546)	(1,469)(1,408)

Deferred tax assets have not been recognised in respect of the following items:

In thousands of AUD

Tax losses	14,499	11,197	7,348

The tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not yet probable as defined in AASB 112 Income Taxes that future taxable profit will be available against which the Group can utilise benefits from the tax losses.

9. CASH AND CASH EQUIVALENTS

	In thousands of AUD
	Cash and cash equivalents	1,511	1,511	4,451
10.	OTHER RECEIVABLES AND PREPAYMENTS
	In thousands of AUD
	Current
	Other receivables and prepayments	254	254	248
	Non-current
	Deposits held as security	1,146	1,146	638
	Loans to subsidiaries	-	9,283	-
		1,146	10,429	638

11. EXPLORATION AND EVALUATION ASSETS

The following sets out the Group's expenditure on interests in mineral properties for the year:

In thousands of AUD

Balance at 1 July	398	398	611
Acquired capitalised exploration in the Duketon JVs (a)	31,216	-	-
Reclassification of the Company's capitalised exploration
in the Duketon JVs (a)	5,518	5,518	-
Expenditure for the period (b)	7,789	1,819	59
Write-offs to the income statement	(141)	(68)	(272)
Balance at 30 June	44,780	7,667	398

11. EXPLORATION AND EVALUATION ASSETS (continued)

(a) These amounts include exploration and evaluation expenditure in satisfaction of a $10 million sole-funding obligation that arose as part of the initial acquisition of 49% of the shares in Duketon Resources. Completion of the $10 million obligation was the trigger for the exercise of call and put options leading to the acquisition of the remaining 51% of the shares in Duketon Resources described in Note 12.
(b) Expenditure net of rent refunds and adjustment to provision for site restoration on reassessment of the provision.

12. ACQUISITION OF SUBSIDIARIES

On 14 December 2006 the Company acquired 51% of the shares in Duketon Resources bringing its total interest in that entity to 100% at this date. Duketon Resources holds an 80% equity interest in the Duketon JVs with Regis Resources N.L. ("Regis") holding the remaining 20% direct equity interest. The acquisition therefore resulted in a 100% equity interest and full control of the operations of the Duketon JVs from that date. The acquisition was settled by an issue of shares in the Company.

Up until the acquisition of the additional 51% of the shares in Duketon Resources, the Company had accounted for its equity interests in Duketon Resources, and the Duketon JVs as investments in associates using the equity method.

				Further
		Preliminary	Adjusted book	adjustment for	Provisional fair
In thousands of AUD	Book Values	adjustments	values at	acquisition	values at
	(a)	(b)	acquisition	accounting	acquisition
				(c)	(d)
Exploration & evaluation assets	12,843	9,996	22,839	8,377	31,216
Provision for site restoration	(3,975)	1,370	(2,605)	-	(2,605)
Property, plant & equipment	-	209	209	-	209
Other payables	(955)	(1,457)	(2,412)	-	(2,412)
Net assets acquired	7,913	10,118	18,031	8,377	26,408
Cost of business combination (e)
Goodwill (f)

The acquisition had the following effect on the Group's assets and liabilities:

(a) Represents Duketon Resources' book values prepared in accordance with its accounting policies for the periods prior to control by the Company. In the 2006 Regis Resources N.L. annual financial statements, the Company's share of Duketon Resources' net assets were equity accounted as a component of investments in associates. From the date control was obtained, these amounts were reflected in the consolidated financial statements item by item.
(b) The adjustments for acquisition accounting relate to:
- Capitalising the exploration costs in the balance sheet that had previously been charged to the income statement under Duketon Resources' former accounting policies;
- Revising the provision for site restoration in line with the Company's estimated liability and accounting policies;
- Capitalising property, plant and equipment in the balance sheet that had previously been charged to the income statement under Duketon Resources' former accounting policies; and
- Recognition of liabilities at acquisition date not previously recognised by the acquiree.
(c) Provisional fair value adjustment to the value of exploration and evaluation assets at acquisition date to arrive at values described at (d) below.

12. ACQUISITION OF SUBSIDIARIES (continued)

(d) The fair values of the acquiree's assets have been determined provisionally based upon the most recently prepared independent technical valuation of underlying exploration/mineral assets, which does not take account of significant exploration work carried out in the months immediately preceding the acquisition. Once analysis of the results of that work is complete, the fair values of the exploration assets at acquisition date will be re-assessed. Accounting standards permit up to 12 months from acquisition date for provisional acquisition accounting to be finalised if any subsequent information provides better evidence of the item's fair value at date of acquisition.
(e) The business combination was achieved by a staged acquisition, and the cost has been determined as follows:
- Issue of 256,532,027 ordinary shares in the Company on 3 February 2006 at $0.11 per share being the closing share price of the Company on that date, plus transaction costs to acquire 49%;
- Free carried exploration expenditure as required under the purchase agreement; and
- Issue of 395,093,738 ordinary shares in the Company on 14 December 2006 at $0.11 per share being the closing share price of the Company on that date, plus transaction costs to acquire 51%.
(f) Goodwill is calculated as the excess of the cost of the business combination over the provisional fair value of identifiable net assets acquired. It represents strategic value arising from full control over the exploration projects and future operations, increased exposure to project upside, simplification of ownership structure of the underlying projects and strategic alliance with Newmont in terms of priority access to providers of exploration and evaluation services. The provisional amount also includes the value related to exploration and evaluation assets acquired which has not yet been quantified, being the value added to projects by work carried out between the date of the most recent independent technical valuation and acquisition date.

Pro-forma consolidated results of the Group for the year calculated as if control of Duketon Resources had been obtained on 1 July 2006 are the same as reported in the consolidated income statement. The exclusive business of Duketon Resources is investment in the Duketon JVs and under Regis group accounting policies, exploration costs on these joint ventures would have been fully capitalised up to the acquisition date.

The loss arising from the acquired subsidiaries since the acquisition date included in the consolidated income statements is $76,708.

Consolidated	Company
2007	2007	2006

13. INVESTMENTS IN ASSOCIATES

In thousands of AUD

Investments in Associates accounted for using the equity method - - 38,530

Investments in Associates at 30 June 2006 comprised 49% of the equity of Duketon Resources of $34,074,302 and 20% direct investment in the Duketon JVs of $4,455,457. Duketon Resources held an 80% direct interest in the Duketon JVs.

As described in Note 12, on 14 December 2006 the Company acquired the remaining 51% of the shares in Duketon Resources and accordingly obtained full control over the Duketon JVs. The former associates therefore became subsidiaries of the Company and their assets and liabilities have now been consolidated.

14. PROPERTY, PLANT AND EQUIPMENT

		Consolidated		Company
		Plant andequipment	Fixturesandfittings	Total	Plant andequipment	Fixturesandfittings	Total
In thousands of AUD
Cost or deemed costBalance at 1 July 05		-	-	-	7	-	7
Additions		-	-	-	297	11	308
Balance at 30 June 06		-	-		304	11	315
Balance at 1 July 06 (a)Acquisitions through business		304	11	315	304	11	315
combinations		209	-	209	-	-	-
Other additions		707	7	714	696	7	703
Balance at 30 June 07		1,220	18	1,238	1,000	18	1,018
In thousands of AUD
Depreciation
Balance at 1 July 05		-	-	-	1	-	1
Depreciation for the year (i)		-	-	-	36	2	38
Balance at 30 June 06		-	-	-	37	2	39
Balance at 1 July 06 (a)		37	2	39	37	2	39
Depreciation for the year (ii)		304	3	307	231	3	234
Balance at 30 June 07		341	5	346	268	5	273
Carrying amounts
In thousands of AUD
At 1 July 05		-	-	-	6	-	6
At 30 June 06		-	-	-	267	9	276
At 1 July 06 (a)		267	9	276	267	9	276
At 30 June 07		879	13	892	732	13	745
	Note
(i) Depreciation charged toincome statement(ii) Depreciation capitalised to	5	-	-	-	8	-	8
exploration projects		-	-	-	28	2	30
Total depreciation 30 June 06		-	-	-	36	2	38
(i) Depreciation charged to
income statement(ii) Depreciation capitalised to	5	16	1	17	16	1	17
exploration projects		288	2	290	215	2	217
Total depreciation 30 June 07		304	3	307	231	3	234

(a) Represents Company balance at the beginning of the period

			Consolidated		Company
15.	TRADE AND OTHER PAYABLES		2007	2007	2006

	In thousands of AUD	Note
	Current
	Trade payables		2,432	2,432	1,188
	Accrued expenses		784	784	403
	Deferred expenses	19	1,550	1,550	-
			4,766	4,766	1,591
	Non-Current
	Other payables		86	86	-
16.	EMPLOYEE ENTITLEMENTS
	In thousands of AUD
	Current
	Salaries and on-costs accrued		327	327	199
	Liability for annual leave		102	102	31
	Liability for field breaks		45	45	-
			474	474	230

Share-based payments

In November 2005, the Company established the Regis Resources N.L. 2005 Share Option Plan which allows Directors, officers and employees to purchase shares in the Company. Options on issue under the plan and their respective conditions are as follows:

Grant date anddescription	Number ofoptions	Vesting conditions	Contractuallife ofoptions
Options granted to keymanagement personneland other employees 25November 2005	9,200,000	•Options cannot be exercised untilafter 25 November 2007.•50% exercisable if the share priceincreases to 15 cents.•Balance exercisable if the shareprice increases to 18 cents.	5 years
Options granted toemployees on 17February 2006	3,700,000	•Options cannot be exercised untilafter 25 November 2007.•50% exercisable if the share priceincreases to 15 cents.•Balance exercisable if the shareprice increases to 18 cents.	4.4 years

16. EMPLOYEE ENTITLEMENTS (continued)

Share-based payments (continued)

Grant date anddescription	Number ofoptions	Vesting conditions	Contractuallife ofoptions
Options granted tocertain key managementpersonnel and otheremployees on 2November 2006	8,280,000	•Options cannot be exercised untilafter 31 October 2008.•2,250,000optionsareonlyexercisable if a bankable feasibilitystudy is lodged by 1 November2007.•A further 2,250,000 options are onlyexercisable if the Duketon GoldProject is commissioned by 1 May2009; if the Board does not proceedwith the Duketon Gold Project, thentheoptionswillreverttobeingexercisable only if the share priceincreases to 14.33 cents.•Theremainingoptionsareonlyexercisableifthesharepriceincreases to 14.33 cents.	5 years
Options granted to aDirector on 8 December2006	450,000	•Options cannot be exercised untilafter 7 December 2008.•50% exercisable if the share priceincreases to 13.6 cents.•Balance exercisable if the shareprice increases to 16.32 cents.	5 years
Options granted tocertain key managementpersonnel and otheremployees on 15 June2007	18,005,000	•⅓ of options vested on issue date.•⅓ of options not exercisable until 15June 2008.•⅓ of options not exercisable until 15June 2009.	5 years
Total options on issue	39,635,000

The number and weighted average exercise prices of share options on issue are as follows:

		2007	2006
	Weightedaverageexerciseprice	Number ofoptions	Weightedaverageexerciseprice	Number ofoptions
Outstanding at 1 July	$0.12	14,150,000	$5.68	70,000
Forfeited/cancelled during the year	$0.12	(1,250,000)	$5.68	(70,000)
Exercised during the year	-	-	-	-
Granted during the year	$0.1059	26,735,000	$0.12	14,150,000
Outstanding at 30 June	$0.1059	39,635,000	$0.12	14,150,000
Exercisable at 30 June	$0.0918	6,001,667	-	-

16. EMPLOYEE ENTITLEMENTS (continued)

Share-based payments (continued)

The options outstanding at 30 June 2007 have an exercise price in the range of 9.18 cents to 12 cents and a weighted average contractual life of 4.7 years.

2007	25 Nov	17 Feb 06	2 Nov 06	8 Dec 06	15 June 07
	05	Issue	Issue	Issue	Issue
	Issue
Fair value at grant date:
•Tranche 1	2.5c	1.5c	4.0c	4.10c	3.1c
•Tranche 2	2.1c	1.2c	4.29c	4.09c	3.4c
•Tranche 3	N/A	N/A	4.0c	N/A	3.7c
Weighted average share price	10c	10c	10.9c	10.6c	9.1c
Exercise price	12c	12c	11.46c	10.88c	9.2c
Expected volatility	45%	45%	70%	70%	60%
Option life:
•Tranche 1	3.5 years	3.4 years	3.5 years	3.5 years	2.5 years
•Tranche 2	3.5 years	3.4 years	3.5 years	3.5 years	3 years
•Tranche 3	N/A	N/A	N/A	N/A	3.5 years
Expected dividends	Nil	Nil	Nil	Nil	Nil
Risk free interest rate(based on Government Bond	5.31%	5.22%	5.99%	5.89%	6.40%
rate)

2006	25 Nov05	17 Feb 06Issue
	Issue
Fair value at grant date:
•Tranche 1	2.5c	1.5c
•Tranche 2	2.1c	1.2c
Weighted average share price	10c	10c
Exercise price	12c	12c
Expected volatility	45%	45%
Option life:
•Tranche 1	3.5 years	3.5 years
•Tranche 2	3.5 years	3.5 years
Expected dividends	Nil	Nil
Risk free interest rate(based on Government Bond	5.31%	5.22%

Employee share options are granted under service conditions and market performance conditions as described above. The probability that market conditions will be met is built into the binomial option pricing model in determining the grant date fair value measurement of the services received.

The fair value of services received in return for employee share options granted are measured by reference to the fair value, at grant date, of share options granted. The estimate of the fair value of the services received is measured based on a binomial option pricing model. The contractual life of the option is used as an input into this model. Expectations of early exercise are incorporated into the binomial option pricing model.

			Consolidated	Company
			2007	2007	2006
16.	EMPLOYEE ENTITLEMENTS (continued)
	Share-based payments (continued)
	Employee expenses
	In thousands of AUD	Note
	Share options granted in 2006		112	112	81
	Share options granted in 2007		272	272	-
	Total expense recognised as employee costs (i)	6	384	384	81

(i) Of the total expense recognised as employee costs, $213,608 (2006:$35,098) was charged to exploration projects.

17. PROVISIONS

In thousands of AUD

Provision for site restoration

Balance at 1 July	-	-	-
Increase to provision due to acquisition of subsidiaries	1,468	-	-
Increase to provision due to reclassification of former
associate	612	612	-
Provisions reversed during the year	-	(174)	-
Unwinding of discount	9	5	-
Balance at 30 June	2,089	443	-

Current	75	16	-
Non-current	2,014	427	-
	2,089	443	-

Provision for site restoration relates to previously mined mining leases and exploration tenements primarily held through the Duketon JVs that, following the acquisition described in Note 12, are consolidated as at 30 June 2007.

18. CAPITAL AND RESERVES

Issued capital

		Ordinary Shares		Ordinary Shares
In thousands of shares and AUD	No ofshares	2007	No ofshares	2006
On issue at 1 July	693,743	81,144	325,761	42,563
Issued for cash	137,496	12,117	110,000	11,000
Less: transaction costs	-	(636)	-	(586)
Issued as consideration for acquiring interestin subsidiary/associate	395,094	43,460	256,532	28,219
Less: transaction costs	-	(109)	-	(124)
Issued upon exercise of listed options	-	-	1,450	72
On issue at 30 June – fully paid	1,226,333	135,976	693,743	81,144

The Group has also issued share options (see below).

The holders of ordinary shares are entitled to receive dividends as declared from time to time and, on a poll, are entitled to one vote per share at meetings of the Company.

Options

Listed

The Company has the following listed options on issue at 30 June 2007:

25,766,079 options maturing 30 April 2012 at an exercise price of $0.20 per option. The options are exercisable at any time. Each option will convert to one fully paid ordinary share.

38,970,230 options maturing 31 October 2012 at an exercise price of $0.10 per option. The options are exercisable any time. Each option will convert to one fully paid ordinary share.

95,268,936 options maturing 31 January 2014 at an exercise price of $0.05 per option. The options are exercisable any time. Each option will convert to one fully paid ordinary share.

Unlisted

The Company has unlisted options on issue at 30 June 2007. Details of these options are set out in Note 16.

Reserves

	Consolidated	Company
In thousands of AUD	2007	2007	2006
Share option reserve	465	465	81

The share option reserve represents the accumulated amortisation of the fair value of services provided with respect to employee share options issued. Details of the employee share option plan are set out in Note 16.

19. FINANCIAL INSTRUMENTS

(i) Effective interest rates and repricing analysis

In respect of income-earning financial assets, the following table indicates their average effective interest rates at the reporting date and the periods in which they mature or, if earlier, reprice.

			Consolidated - 2007			Company - 2006
In thousands of AUD	Averageeffectiveinterestrate	Total	6 monthsor less	6-12months	1-2years	Averageeffectiveinterestrate	Total	6 monthsor less
Cash and cashequivalents	4.87%	1,511	1,511	-	-	5.17%	4,451	4,451
Other receivables	6.03%	1,162	35	-	1,127	5.19%	638	638
Deferredexpense	11.00%	(1,550)	(775)	(775)	-	-	-	-

(ii) Fair values

The Group's financial assets and liabilities are shown on the balance sheet at cost, which equates to fair value.

(iii) Financial risk management

The Group's operations are the exploration and evaluation of mineral resources. While evaluation is continuing on the Duketon Gold Project, no commitment to mine development has yet been made. Accordingly, no decision to use derivatives to manage financial risks associated with mining have been made and the Group's policy is not to use derivatives to manage risk or for speculative purposes. No hedging of potential future cash flows is in place.

The Group's policy over cash management is to place all cash on deposit with a major Australian bank at competitive rates of interest. The Group does not undertake any sophisticated treasury transactions and does not place surplus funds on the short term money market or into other investments.

(iv) Financial guarantee liability

The Group has adopted the amendments to AASB 139 Financial Instruments: Recognition and Measurement set out in AASB 2005-9 Amendments to Australian Accounting Standards (September 2005) as of 1 July 2006. The additional accounting policy adopted in relation to this change in accounting standards is set out in Note 3(b)(ii).

The Company issued a financial guarantee contract in February 2002. Details of this guarantee were disclosed as a contingent liability in the financial statements for the year ended 30 June 2006.

An assessment of the fair value of the financial guarantee contract as at inception date has been made and based on circumstances existing at the time the amount was assessed as immaterial. Accordingly no financial liability has been recognised. The method used in determining the fair value of the guarantee is described in Note 3 (b)(ii). Subsequent measurement of the liability will be at the higher of the initial fair value under AASB 139 and the amount that would be recognised under AASB 137 Provisions, Contingent Liabilities and Contingent Assets as per the Group's accounting policy for provisions set out in Note 3(i).

19. FINANCIAL INSTRUMENTS (continued)

(iv) Financial guarantee liability (continued)

The significant terms and conditions of the financial guarantee are as follows:

In 2002 as part of a restructuring arrangement the Company provided a deed of guarantee and indemnity to Newmont Mining Finance Pty Ltd ("NMF") to secure a loan liability of a third party, Edensor Nominees Pty Ltd ("the borrower"), to NMF (including interest), which at the time amounted to $12,842,758;
Unless and until NMF call the guarantee and indemnity issued by the Company, the Company has no liability to make any payment under the financial guarantee issued. Based upon the timing of interest and principal repayments due on the underlying loan, the earliest of any potential cash outflow is April 2008 for interest, and 2010 for principal, in the absence of any further loan renegotiations that may defer the due dates for payment;
The amounts that can be called from the Company are limited only to cash payment amounts in default at any time;
The guarantee and indemnity provided is secured by a fixed charge over certain tenements and a floating charge over the assets of the Company.

In 2004, as part of the restructuring and change of Board and management of the Company, contractual arrangements were put in place as follows:

a company related to the borrower, Surfer Holdings Pty Ltd, provided an indemnity to the Company, whereby it undertook to pay all moneys due and payable by the Company to NMF in the event that the guarantee provided by the Company is called;
in support of its obligations, the indemnity provider has granted a floating charge over its assets in favour of the Company;
both the borrower and the indemnity provider undertook to maintain assets in the indemnity provider to a minimum level of $12,842,755 to cover the Company's potential obligations to NMF under the guarantee and indemnity provided by the Company; and
in the event that the indemnity provider's assets fall below the required level, the Company may have recourse to the assets of the borrower and certain other parties related to it in order to recover any shortfall.

At 30 June 2007, the value of the indemnity provider's assets underlying the security provided to the Company was $742,875 (2006: $2,536,138). The Company has received legal advice that the shortfall in the level of this security amounts to a breach of contract. The Company, in consultation with its legal advisors, is evaluating its options over having this position remedied.

20. EARNINGS PER SHARE

	Consolidated		Company
In cents	2007	2007	2006
Basic earnings per shareDiluted earnings per share	(0.16)(0.14)	(0.15)(0.13)	(0.30)(0.26)
In thousands of AUD
Loss attributable to ordinary shareholders	(1,546)	(1,469)	(1,408)
In thousands of shares
Weighted average number of shares
Issued shares at 1 JulyEffect of shares issued in Oct 06 (2006: Jan 06)Effect of shares issued in Dec 06 (2006: Feb 06)Effect of shares issued in Feb 07 (2006:May 06)Effect of shares issued in Apr 07	693,74335,147214,3252,78416,824	693,74335,147214,3252,78416,824	325,76121,688128,808187-
Weighted average number of shares (basic)as at 30 June	962,823	962,823	476,444
Effect of share options on issue	134,979	134,979	61,900
Weighted average number of shares (diluted)as at 30 June	1,097,802	1,097,802	538,344

See Note 18 for details of movements in ordinary shares.

21. OPERATING LEASES

Leases as lessee

Non-cancellable operating lease rentals are payable as follows:

	Consolidated		Company
In thousands of AUD	2007	2007	2006
Less than one year	241	241	190
Between one and five years	173	173	232
	414	414	422

The Group leases premises in Melbourne and Perth and communications equipment under normal commercial lease arrangements. All leases are for a period of 3 years and the Group is under no legal obligation to renew the leases once the lease term has expired.

During the year operating lease expenditure of $65,462 was recognised in the income statement (2006: $22,632) and $175,486 (2006:$117,808) was capitalised to exploration projects.

22. COMMITMENTS

(a) Contractual commitments

Sole funding obligation at end of prior year

As part of the agreement to acquire shares in subsidiary Duketon Resources (see Note 12), the Company was committed to sole fund all operations and expenditures of the Duketon JVs with effect from 1 January 2005 until the Company had spent a total of $10 million on the joint ventures. The $10 million expenditure commitment was completed in September 2006.

(b) Other

Exploration expenditure commitments

Exploration expenditure commitments represent tenement rentals and expenditure requirements that may be required to be met under the relevant legislation should the Group wish to retain tenure on all current tenements in which the Group has an interest.

The terms and conditions under which the Group retains title to its various mining tenements oblige it to meet tenement rentals and minimum levels of exploration expenditure as gazetted by the Department of Industry and Resources ("DOIR"), Western Australia, as well as Local Government rates and taxes.

Following the acquisition of Duketon Resources on 14 December 2006 (see Note 12), the Group's exploration expenditure commitments have increased to include 100% of the commitments in respect of tenements held through the Duketon JVs, together with its interests in other tenements.

At 30 June 2006, The Company reflected only its equity share (59.2%) of the commitments of the Duketon JV's tenements in its disclosure of the Company's share of the commitments of associates.

Consolidated	Company
2007	20072006

The exploration commitments of the Group, not provided for in the consolidated financial statements and payable:

In thousands of AUD

Within one year	4,978	1,297	181
Between one and five years	13,198	3,328	811
Later than 5 years	12,859	2,572	-
	31,035	7,197	992

Share of associates' tenement commitments not provided for in the consolidated financial statements and payable:

In thousands of AUD

Within one year	-	-	2,287
Between one and five years	-	-	9,481
Later than 5 years	-	-	3,490
	-	-	15,258

22. COMMITMENTS (continued)

(b) Other (continued)

The tenement commitments shown above represent the minimum required to be spent on all granted tenements as at balance sheet date. Actual expenditure will vary as a result of ongoing management of the tenement portfolio including reductions and relinquishment of tenements not considered prospective, in whole or in part.

Tenement commitments are shown gross of exemptions that are likely to be available in the ordinary course of business as the financial impact of potential exemptions cannot be measured reliably in advance.

In addition, the introduction of the Mining Amendment Act 2005 presented the Group with considerable opportunity to rationalise the structure of the tenement holdings such that expenditure commitments can be contained without loss of prospective ground. All applications necessary to optimise the opportunities available under this Act were made by the due date in February 2007, and the majority of applications remain in progress with the DOIR.

The applications made are expected to result in ongoing commitments being significantly reduced from the levels reflected above. Consistent with the Group's existing policy of quantifying commitments, the commitment amounts shown have not been reduced for the impact of any applications which remain subject to grant. In any event, the approval time for applications is such that it is considered most unlikely that the applications made would reduce tenement commitments for the immediate twelve months following 30 June 2007.

Consolidated	Company
2007	20072006

Farm in contract

In order to earn an interest under the Melita Farm-In contract, the Group is required to spend certain amounts on exploration expenditure. The Group can withdraw from this commitment at any time having now met the minimum contractual obligations subject to maintaining the tenements in good standing until the date of withdrawal. At balance date the amount which may be required to be expended in respect of the above is as follows:

In thousands of AUD

Within one year	614	614	-
Between one and five years	-	-	772
	614	614	772

(c) Capital commitments

Share of associates' capital commitments not provided for in the consolidated financial statements and payable:

In thousands of AUD

Within one year	-	-	125

23. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES

In thousands of AUD	Note
Cash flows used in operating activities
Profit/(loss) for the year		(1,546)	(1,469)	(1,408)
Adjustments for:
Interest expense	7	26	22	4
Exploration expenditure written off	11	141	68	272
Share based payments		170	170	46
Depreciation	14	17	17	8
Cost of investments sold		-	-	3
Bad debt written off	5	120	120	-
Operating cash flows before changes in working
capital and provisions		(1,072)	(1,072)	(1,075)

Change in other receivables and prepayments		(322)	(322)	(139)
Change in trade and other payables		30	30	79
Change in provisions and employee benefits		53	53	24
Net cash used in operating activities		(1,311)	(1,311)	(1,111)

24. CONTINGENCIES

(a) Contingent assets

Call option at end of prior year

On 3 February 2006, the Company was granted a call option enabling it, under certain circumstances, to acquire a further 26% of the shares in Duketon Resources. The circumstances allowing the option to be exercised were met during the current year, and the Company acquired a further 26% interest in Duketon Resources. Refer Note 12 for details of this acquisition.

(b) Contingent liabilities not considered remote

Put option at end of prior year

On 3 February 2006, the Company granted a put option which, if exercised, would oblige the Company to acquire a minimum of 26% and a maximum of 51% of the remaining shares in Duketon Resources. The put option was exercised during the current year, and the Company acquired the remaining interest in Duketon Resources. Refer Note 12 for details of this acquisition.

25. RELATED PARTIES

(a) Key management personnel disclosures

The following were key management personnel of the Group at any time during the reporting period and the previous year and unless otherwise indicated were key management personnel for the entire period. The Group defines key management personnel as those persons having authority and responsibility for the planning, directing and controlling of the activities of the Group, including Directors.

Non-Executive Directors

G M Folie (Chairman) P J Dowd (appointed 31 July 2006) W P Cowan (appointed 11 April 2007)

Executive Director and executive team

D A Walker (Managing Director) P J Lee (Company Secretary) J C Cohen (General Manager – Finance & Administration) J Balkau (General Manager – Exploration) I J Kerr (General Manager – Projects from 1 November 2006)

Former Directors

M H Rose (resigned 7 December 2006) G Lamont (resigned 31 October 2006)

Key management personnel compensation

The key management personnel compensation included in 'personnel expenses' (see Note 7) is as follows:

	Consolidated		Company
In AUD	2007	2007	2006
Short-term employee benefits	901,417	901,417	843,281
Post-employment benefits	151,887	151,887	55,193
Share-based payments	298,626	298,626	77,748
	1,351,930	1,351,930	976,222

Individual directors and executives compensation disclosures

Information regarding individual Directors and Executives compensation and some equity instruments disclosures as permitted by Corporations Regulations 2M.3.03 and 2M.6.04 are provided in the Remuneration Report section of the Directors' Report.

Apart from the details disclosed in this note, no Director has entered into a material contract with the Company or the Group since the end of the previous financial year and there were no material contracts involving Directors' interests existing at year-end.

Loans to key management personnel and their related parties

There were no loans made to any Director, key management personnel and/or their related parties during the year or during the comparative period.

25. RELATED PARTIES (continued)

Other key management personnel transactions

There were no transactions with any Director, key management personnel and/or their related parties during the year or during the comparative period other than those disclosed in key management personnel compensation set out above.

There are no amounts receivable from and payable to key management personnel and other related parties at reporting date.

Movements in shares

The movement during the reporting period and in the previous year in the number of ordinary shares in the Company held directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:

	Held at1 July 2006 (a)	Other changes	Held at30 June 2007
Directors
G M Folie	3,681,170	218,830	3,900,000
D A Walker	8,115,000	100,000	8,215,000
P J Dowd	-	500,000	500,000
W P Cowan	-	150,000	150,000
Executives
P J Lee	2,000	10,000	12,000
J C Cohen	100,000	50,000	150,000
J Balkau	90,000	520,000	610,000
I J Kerr	-	-	-
Former Directors
M H Rose	7,200,000	-	N/A
G Lamont	800,000	-	N/A
	Held at		Held at
	1 July 2005 (a)	Other changes	30 June 2006
Directors
G M Folie	3,171,170	510,000	3,681,170
D A Walker	7,715,000	400,000	8,115,000
Executives
P J Lee	2,000	-	2,000
J C Cohen	-	100,000	100,000
J Balkau	-	90,000	90,000
Former Directors
M H Rose	7,500,000	(300,000)	7,200,000
G Lamont	700,000	100,000	800,000

(a) Held at 1 July or date of appointment as key management personnel.

No shares were granted to key management personnel as compensation during the current or comparative periods.

25. RELATED PARTIES (continued)

Options and rights over equity instruments

The movement during the reporting period in the number of options over ordinary shares in Regis Resources N.L. held directly, indirectly or beneficially, by each key management person, including their related parties, is set out below.

This information represents total holdings of all categories of options. A breakdown of Directors' holdings by category of option is set out in the Directors' Report.

	Held at 1 July2006	Granted ascompensation	Otherchanges (a)	Held at30 June 2007	Vested andexercisable at 30June 2007 *
Directors
G M Folie	1,900,000	-	-	1,900,000	1,000,000
D A Walker	40,450,000	-	-	40,450,000	35,250,000
P J Dowd	-	450,000	-	450,000	-
W P Cowan	-	-	-	-	-

Executives
P J Lee	980,500	925,000	-	1,905,500	388,834
J C Cohen	2,500,000	4,125,000	-	6,625,000	1,208,334
J Balkau	3,250,000	4,025,000	-	7,275,000	1,341,667
I J Kerr	-	9,000,000	-	9,000,000	1,500,000
Former Directors
M H Rose	34,200,000	-	(450,000)	N/A	N/A
G Lamont	450,000	-	(450,000)	N/A	N/A

(a) Other changes refers to forfeiture of staff options on resignation as Directors.

*No options were vested and not exercisable at this date.

	Held at 1July 2005	Granted ascompensation	Otherchanges(b)	Held at30 June 2006	Vested andexercisable at 30June 2006 *
Directors
G M Folie	-	900,000	1,000,000	1,900,000	1,000,000
D A Walkr	33,750,000	5,200,000	1,500,000	40,450,000	35,250,000
Executives
P J Lee	98,000	900,000	(17,500)	980,500	80,500
J C Cohen	-	2,500,000	-	2,500,000	-
J Balkau	-	3,250,000	-	3,250,000	-
Former Directors
M H Rose	33,750,000	450,000	-	34,200,000	33,750,000
G Lamont	-	450,000	-	450,000	-

Note (b) Other changes refers to on market purchases of options by G M Folie and D A Walker. P J Lee had employee options cancelled with his consent during the year.

* No options were vested and not exercisable at this date.

25. RELATED PARTIES (continued)

(b) Non-key management personnel disclosures

Significant subsidiaries

During the year ended 30 June 2007 the Company acquired the remaining shares in Duketon Resources (refer Note 12) bringing the Company's interests in this subsidiary to 100%. Duketon Resources holds an 80% equity interest in the Duketon JVs and the Company holds the remaining interest of 20%.

Loans to Subsidiaries

A loan is made by the Company to Duketon Resources and represents the subsidiary's joint venture share of payments for exploration and evaluation expenditure on exploration joint ventures between the Company and Duketon Resources. The loan outstanding between the Company and Duketon Resources has no fixed date of repayment and is non-interest bearing. During the financial year ended 30 June 2007, the loan totalled $9,283,514 (2006: $Nil).

Associates

Up until its former associate, Duketon Resources, became a subsidiary on 14 December 2006, and during the financial year ended 30 June 2006, the Company did not engage in any transactions with associates other than as joint venture partner in the Duketon JVs.

Other related parties

Other than disclosures for key management personnel and their related parties referred to on the preceding pages, the Group did not engage in any transactions with other related parties.

26. AUDITORS' REMUNERATION

	Consolidated		Company
In AUD	2007	2007	2006
Audit services
Auditors of the CompanyKPMG Australia:
Audit and review of financial statements	64,300	64,300	64,425
	64,300	64,300	64,425
Other services
KPMG Australia:
Other assurance services	-	-	6,300
Taxation services	-	-	16,200
	-	-	22,500

Total Auditors' remuneration	64,300	64,300	86,925

27. SUBSEQUENT EVENTS

Equity issues after the reporting date

The following changes in the issued capital of the Company occurred subsequent to 30 June 2007:

On 31 July 2007, 30,700,000 fully paid ordinary shares in the Company were issued for cash at an issue price of 12 cents per share, raising $3,684,000 (gross of fees and related costs).

On 27 September 2007, 30,048,333 fully paid ordinary shares in the Company were issued for cash at an issue price of 9 cents per share, raising $2,704,350 (gross of fees and related costs).

The financial effect of these share issues, after taking account of associated transaction costs of approximately $326,000, was an increase in issued capital of $6,062,350 and an increase in cash at bank of $6,062,350.

28. GOING CONCERN

The Group has incurred a loss of $1,546,000 over the year, and has a net deficiency of working capital of $3,550,000 as at 30 June 2007. The financial report has been prepared on the basis of going concern which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Directors believe this basis to be appropriate, and the reasons for this judgement are as follows:

Subsequent to 30 June 2007, funding of $6.4 million was raised through private placements of shares as described in Note 27.

In April 2007, mining leases were granted over the remainder of the Duketon Gold Project area, such that all of the mineral resource is located on granted mining leases, allowing the mining development process to proceed.

The feasibility study over the Duketon Gold Project, including drilling and consultants' work on updated resource / reserve statements is well advanced. The outcome of this work is expected to support expectations of the commercial viability of the Duketon Gold Project and at the same time allows some wind down of drilling and related expenditure.

The Company is in discussions with existing shareholders and domestic and international financial service providers in respect of further capital raisings and is continuing discussions concerning financing options for the development of the Duketon Gold Project. Discussions are well advanced with financial service providers over the raising of equity capital for the completion of the feasibility study on the Duketon Gold Project and for the financing of project construction. Further, preliminary discussions have been held with various parties who are capable of providing debt financing to the Company should the Company wish to pursue this as a means of project funding.

28. GOING CONCERN (continued)

The Group has no reason to expect that normal credit and operating lease facilities will not continue to be provided by suppliers and the Group expects to be able to comply with these credit terms and meet its operational commitments. There are no contingent liabilities which are likely to have a material effect on the Group's financial position.

Having considered all of the above, the Directors are confident that they will be able to raise sufficient funds as required for the foreseeable future to enable the Group to meet its debts as and when they fall due.

Regis Resources N.L. ABN 28 009 174 761 Directors' Declaration

In the opinion of the Directors of Regis Resources N.L.:

(a) The financial statements and notes and the audited remuneration disclosures that are contained in the Remuneration Report in the Directors' Report, are in accordance with the Corporations Act 2001, including:
- (i) giving a true and fair view of the financial position of the Company and of the Group as at 30 June 2007 and of their performance, as represented by the results of its operations and its cash flows, for the financial year ended on that date; and
- (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) the financial report of the Group also complies with International Financial Reporting Standards as disclosed in Note 2(b);
(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable for the reasons set out in Note 28 to the financial statements.

The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the chief executive officer and chief financial officer for the financial year ended 30 June 2007.

Signed in accordance with a Resolution of the Board of Directors at Melbourne this 28th day of September 2007.

Director Director

G M Folie D A Walker

The main corporate governance practices that the Board of Regis Resources N.L. had in place during the year were:

1. Board of Directors

i. Board Responsibilities

The Board's role is to maximise wealth creation and shareholder value in the Group. It assumes responsibility for overseeing the affairs of the Group by ensuring that they are carried out in a professional and ethical manner and that business risks are effectively managed. The primary responsibilities of the Board include the following:

To oversee the Group, including its control and accountability systems
To appoint and remove the Chief Executive Officer (or equivalent)
To ratify the appointment and, where appropriate, the removal of the Chief Financial Officer (or equivalent) and the Company Secretary
To have input into and final approval of management's development of corporate strategy and performance objectives
To review and ratify systems of risk management and internal compliance and control, codes of conduct, legal compliance and any other regulatory compliance
To monitor senior management's performance and implementation of strategy, and ensure appropriate resources are available
To approve and monitor the progress of major capital expenditure, capital management, and acquisitions and divestitures
To approve and monitor financial and other reporting to shareholders and the market
To monitor the Board composition, Director selection, Board processes and performance and ensure Directors have an understanding of the Group's business
To monitor and influence the key standards of the Group including ethical standards, reputation and culture
To review and approve executive remuneration
To approve annual budgets

ii. Board Composition

The Company's Constitution fixes the maximum number of Directors at twelve.

The Board comprises three independent Non-Executive Directors (including the Chairman of the Board), and one Executive Director.

The Board uses the criteria for assessing the independence of Directors as set out in Principle 2 of the ASX Corporate Governance Council "Principles of Good Corporate Governance and Best Practice Recommendations" booklet dated March 2003.

To ensure that it has the right mix of management skills and technical expertise to meet the challenges of its business, the Board regularly reviews its composition. The Board believes that at the current stage of the Company's development, the composition is adequate. However, it continues to assess the need to enhance the membership of the Board and is cognisant of the ASX Corporate Governance Council definitions and recommendations.

iii. Appointment/retirement of Directors

The Company's Constitution requires that all Directors other than the Managing Director submit themselves for re-election every three years with not less than one third of the Board retiring by rotation. Directors appointed during the period since the last Annual General Meeting of the Company must submit themselves for election at the next Annual General Meeting.

Dr. Folie will retire at the 2007 Annual General Meeting and will be eligible for re-election. Mr. Dowd was appointed a Director for a three year period at the 2006 Annual General Meeting. Mr. Cowan was appointed to the Board on 11 April 2007 and will be required to retire and stand for election at the 2007 Annual General Meeting.

iv. Board Meetings

The full Board meets formally to conduct appropriate business.

v. Directors' Remuneration

Total remuneration for the Executive Director includes an annual contract fee and other entitlements. Attendance at and participation in Board and Committee meetings are considered among the duties of the Executive Director. Non-Executive Directors receive fees (on a total cost of employment basis) for attending Board and Committee meetings. There are no retirement benefits for Directors. Pro-rata fees are paid to Non-Executive Directors who serve for less than a full year. None of the Non-Executive Directors have letters of appointment.

vi External Advice to Directors

The Company recognises that in the exercise of their responsibilities there may be occasions when Directors may wish to seek independent professional advice. With the prior consent of the Chairman, advice can be obtained at the Company's expense and is to be made available to the whole Board.

2. Board Committees

The Board has Committees to address the areas of remuneration and audit.

i. Remuneration Committee

During the year, the Company had a Remuneration Committee made up of two independent Directors. It did not have at least three members all of whom are independent as during a substantial part of the year, it only had two independent Directors. Information on the Company's remuneration practices are set out in the Remuneration Report. The Remuneration Committee has a formal charter. The role of the remuneration Committee is to assist the Board of Directors in (i) fulfilling its responsibilities in relation to the remuneration practices of Regis Resources N.L.; (ii) improving the quality of reporting; and (iii) ensuring the Group's remuneration policies and practices are up to date with current market conditions.

ii. Audit Committee

The Audit Committee comprises only non-executive Directors and has an independent Chairperson, who is not Chairperson of the Board. It did not have at least three members all of whom are independent as during a substantial part of the year, it only had two independent Directors. Members of the Audit Committee are financially literate, have financial expertise and have an understanding of the industry in which the Company operates. The Audit Committee has a formal charter. The Audit Committee meets to plan and review annual and half-yearly financial statements and reports prior to their release to the Australian Securities Exchange. The Committee also monitors the performance of the Company's Auditors and for evaluation of the adequacy and effectiveness of internal controls. The external Auditor is invited to attend and speak at these meetings.

iii Nomination Committee

The Company does not have a Nomination Committee. The Board believes that with only four Directors on the Board, the Board itself is the appropriate forum to deal with this function.

3. Role of Management

Day to day management of the Group's activities and the implementation of Board strategy, policy and decisions is delegated to management. This includes the following:

To develop and recommend internal control and accountability systems for the Group and if approved, ensure compliance with such systems.
To prepare mission systems, corporate strategy and performance objectives for approval by the Board of Directors.
To prepare systems of risk management and internal compliance and controls, codes of conduct, legal compliance and any other regulatory compliance and if approved, ensure compliance with such systems.
To monitor employees' performance, recommend appropriate resources and review and approve remuneration.
To prepare all required financial reports, tax returns, budgets and any other appropriate financial reports, meet all statutory deadlines, monitor performance against budgets.
Prepare recommendations on acquisitions and divestments of assets.
To implement decisions of the Board of Directors on key standards of the Group covering such areas as ethical standards, reputation and culture of the Group and influence and provide guidance for employees on these areas.
To protect the assets of the Group.

4. Risk Management

The Group continues to monitor its operations to identify the greatest areas of potential risk to minimise any adverse effects on the Company's strategic, operational and financial activities. The Managing Director and General Manager Finance and Administration state to the Board in writing that the Group's risk management and internal compliance and control system is operating efficiently and effectively in all material aspects.

i. Environment

Details of the environmental policy and other related matters are provided in the Environment section of the Directors' Report.

ii. Occupational Health and Safety

The Group is committed to providing a safe and healthy working environment for all staff. It considers that safety is a collective responsibility and ensures that regular training in safe working methods is undertaken and encourages participation and involvement in the development of workplace safety programs. Individual employees and employees of contractors are required to practice safe working habits, to take all reasonable care to prevent injury to themselves and their colleagues and to report all hazards and accidents.

New staff and contractors (where appropriate) are required to undergo an induction program to familiarise themselves with policies, procedures and work practices prior to commencing work. All staff are covered against injury under the various Workers' Compensation Acts.

iii. Financial Reporting

It is the Board's policy that the Managing Director and General Manager Finance and Administration sign off in writing to the Board that the financial statements present a true and fair view, in all material respects, of the Group's financial condition and operational results and are in accordance with relevant accounting standards; the statement is founded on a sound system of risk management and internal compliance and control which implements policies adopted by the Board; and the Group's risk management and internal compliance and control system is operating efficiently and effectively in all material respects.

5. Code of Conduct

i. Ethical Standards

The Group operates under a Code of Conduct that sets out the ethical standards under which the Company operates when dealing with internal and external parties. This Code requires parties to act with integrity, fairness and honesty in all dealings and to treat other parties with dignity at all times. They are required to:

not discriminate against any staff member or potential employee;
carry out their duties in respect to the law at all times;
to use the Group's assets responsibly;
to respect the confidentiality of the Group 's business dealings; and
take responsibility for their own actions and for the consequences surrounding their own actions.

ii. Share Trading

It is the Group's policy to encourage Directors, employees, contractors and related parties to own shares in the Company. The trading in securities policy strongly reinforces the obligations of Directors and employees, under the Corporations Act 2001 and the Australian Securities Exchange Listing Rules in relation to trading in Company shares. The acquisition and sale of Company shares by Directors and employees is restricted to periods of 4 weeks immediately following announcements of the Company's quarterly, half yearly and full year reports to the Australian Securities Exchange. Directors, employees and related parties can seek permission from the Chairman to purchase or sell shares outside this 4 week period. Directors and employees are required to report share trading to the General Manager Finance and Administration.

6. Continuous Disclosure Compliance

The Company's continuous disclosure compliance procedure enables it to meet its obligations and to ensure that all matters, which may require announcement to the Australian Securities Exchange, are brought to the attention of Directors immediately.

7. Communicating with Shareholders

The Board ensures that shareholders are kept informed of all major developments that affect their shareholding or the Company's state of affairs through quarterly, half-yearly, annual and ad hoc reports. All shareholders are encouraged to attend the Annual General Meeting to meet the Chairman and Directors and to receive the most updated report on Group activities. The external auditor of the Company will be in attendance at the Annual General Meeting to answer shareholders' questions.

The Company maintains a website at http://www.regisresources.com to provide shareholders with up to date information on the Company's activities. Shareholders may also communicate with the Company through its e-mail address [email protected].

The Company does not web-cast shareholder meetings and does not believe that at this stage the cost-benefit of web casting is worthwhile to a Company of its size.

Tenement Listing

TENEMENTS	P38/3534	Pinnacle	E38/1335	M38/516	M38/1110	P38/3341
WHOLLY	P38/3603	M37/1012	E38/1345	M38/517	M38/1111	P38/3342
OWNED	P38/3604	P37/7436	E38/1370	M38/518	M38/1115	P38/3343
	P38/3605	P37/7437	E38/1371	M38/519	M38/1116	P38/3351
COPPER	P38/3606	P37/7438	E38/1385	M38/520	M38/1117	P38/3353
WELL	P38/3607	P37/7439	E38/1406	M38/521	M38/1118	P38/3354
M37/952			E38/1407	M38/522	M38/1119	P38/3355
M39/694	Kowtah	TENEMENTS	E38/1408	M38/728	M38/1120	P38/3356
M39/695	M39/693	SUBJECT TO	E38/1412	M38/745	M38/1150	P38/3357
P37/7374	M39/696	JOINT	E38/1413	M38/757	M38/1151	P38/3367
P37/7375	M39/697	VENTURE	E38/1436	M38/759	M38/1152	P38/3371
P37/7376	M39/698		E38/1595	M38/791	M38/1153	P38/3372
	M39/699	DUKETON	E38/1596	M38/795	M38/1154	P38/3373
Salt Well	M39/700	JOINT	E38/1597	M38/811	M38/1155	P38/3374
M37/1018	M39/895	VENTURES	E38/1689	M38/812	M38/1159	P38/3376
P37/5225	P39/4529		E38/1735	M38/813	M38/1160	P38/3377
P37/7293	P39/4530	Duketon	E38/1758	M38/826	M38/1161	P38/3378
	P39/4531	Regional Part A	E38/1914	M38/827	M38/1162	P38/3379
OTHER	P39/4532	E37/664	E38/1938	M38/836	M38/1163	P38/3437
	P39/4533	E38/380	E38/1944	M38/837	M38/1164	P38/3438
Angus	P39/4534	E38/381	E38/1945	M38/838	M38/1165	P38/3439
E38/1566	P39/4535	E38/387	E38/1946	M38/847	M38/1166	P38/3440
M38/758	P39/4536	E38/464	E38/1947	M38/850	M38/1167	P38/3441
M38/808	P39/4537	E38/465	E38/1948	M38/851	M38/1168	P38/3442
M38/991	P39/4538	E38/961	E38/1957	M38/852	M38/1169	P38/3443
P38/3602	P39/4539	E38/1001	E38/1958	M38/861	M38/1170	P38/3444
P38/3741	P39/4753	E38/1046	E38/1959	M38/882	M38/1171	P38/3445
P38/3742	P39/4754	E38/1070	E38/1960	M38/885	M38/1172	P38/3446

	P39/4755	E38/1071	E38/1961	M38/890	M38/1173	P38/3447
Camel Hump	P39/4756	E38/1074	E38/1962	M38/897	M38/1174	P38/3448
E38/965	P39/4757	E38/1075	E38/1963	M38/898	P38/2768	P38/3449
E38/1098	P39/4758	E38/1076	E38/1988	M38/943	P38/2800	P38/3450
E38/1133	P39/4759	E38/1096	E38/1989	M38/944	P38/2801	P38/3451
E38/1260	P39/4760	E38/1101	E38/1990	M38/945	P38/2802	P38/3452
E38/1952	P39/4761	E38/1104	E38/1991	M38/946	P38/2803	P38/3453
E38/1953	P39/4762	E38/1105	E38/1992	M38/960	P38/2804	P38/3454
E38/1954	P39/4763	E38/1111	E38/1993	M38/961	P38/2805	P38/3455
E38/1955	P39/4764	E38/1112	E38/1994	M38/962	P38/2918	P38/3456
E38/1956	P39/4765	E38/1113	E38/1995	M38/963	P38/2950	P38/3457
M38/682	P39/4766	E38/1114	L38/26	M38/964	P38/2951	P38/3458
M38/809	P39/4767	E38/1115	L38/29	M38/965	P38/2993	P38/3459
M38/810	P39/4768	E38/1135	L38/30	M38/990	P38/2995	P38/3460
M38/835	P39/4769	E38/1163	L38/73	M38/1092	P38/3016	P38/3461
M38/992	P39/4770	E38/1182	L38/74	M38/1093	P38/3017	P38/3462
M38/993	P39/4771	E38/1184	L38/116	M38/1094	P38/3248	P38/3463
M38/994	P39/4772	E38/1186	L38/124	M38/1095	P38/3249	P38/3464
M38/995	P39/4773	E38/1191	M38/354	M38/1096	P38/3250	P38/3465
M38/996	P39/4774	E38/1192	M38/411	M38/1097	P38/3253	P38/3466
P38/3528	P39/4775	E38/1193	M38/412	M38/1098	P38/3254	P38/3467
P38/3529	P39/4776	E38/1199	M38/469	M38/1105	P38/3255	P38/3468
P38/3530	P39/4777	E38/1238	M38/498	M38/1106	P38/3275	P38/3469
P38/3531	P39/4778	E38/1239	M38/499	M38/1107	P38/3276	P38/3470
P38/3532	P39/4779	E38/1282	M38/500	M38/1108	P38/3339	P38/3471
P38/3533	P39/4780	E38/1314	M38/515	M38/1109	P38/3340	P38/3472

Tenement Listing

P38/3473	E38/2004	M38/1101	P38/3428	M38/494	Top Well	P37/7332
P38/3474	M38/413	M38/1102	P38/3429	M38/495	E38/241	P37/7333
P38/3475	M38/414	M38/1103	P38/3430	M38/503	E38/510	P37/7334
P38/3476	M38/415	M38/1104		M38/528	E38/511	P37/7335
P38/3477	M38/537	P38/3358	Murphy Hills	M38/629	E38/1940	P37/7336
P38/3478	M38/538	P38/3359	E38/559	M38/630	E38/1941	P37/7337
P38/3479	M38/674	P38/3360	E38/1998	M38/702	M38/450	P37/7338
P38/3480	M38/737	P38/3361	E38/1999	M38/703	M38/451	P37/7339
P38/3481	M38/738	P38/3362	M38/598	P38/3431	M38/724	P37/7340
P38/3482	M38/739	P38/3363	M38/599	P38/3432	M38/935	P37/7341
P38/3483	P38/3407	P38/3375	M38/600	P38/3433	M38/936	P37/7342
P38/3484	P38/3408	P38/3566	M38/601	P38/3434	M38/937	P37/7343
P38/3485	P38/3409	P38/3567	M38/602	P38/3435	M38/938	P37/7344
P38/3486	P38/3410	P38/3568	M38/619	P38/3436	P38/3368	P37/7345
P38/3487	P38/3411	P38/3569	M38/620	P38/3535	P38/3369	P37/7346
P38/3557	P38/3412		M38/621	P38/3536	P38/3370	P37/7347
P38/3559	P38/3413	Erlistoun	M38/622	P38/3537		P37/7348
P38/3560	P38/3414	Duketon	M38/623	P38/3538	Rosemont/	P37/7349
P38/3561	P38/3415	M38/407	M38/624	P38/3539	Duketon	P37/7350
P38/3562	P38/3416	M38/424	M38/1081	P38/3540	M38/237
P38/3563	P38/3417	P38/3548	M38/1082	P38/3541	M38/250	Copper Well
P38/3564	P38/3418	P38/3549	M38/1083	P38/3542	M38/319	E39/383
P38/3565	P38/3419	P38/3550	P38/3558	P38/3543	M38/343	E40/223
P38/3570	P38/3420		P38/3575	P38/3544	M38/344	M37/837
P38/3572	P38/3421	German Well	P38/3576	P38/3545		M37/838
P38/3580	P38/3422	E38/648	P38/3577	P38/3546	Mount Zephyr	M39/580
P38/3581	P38/3423	E38/2006	P38/3578	P38/3547	Farm-out	M39/581
P38/3584	P38/3424	M38/939	P38/3579	P38/3646	E37/706	M39/582
P38/3593	P38/3425	M38/940		P38/3647	E39/898	M39/815
P38/3594	P38/3426	M38/941	North Laverton	P38/3648	E39/899	M39/816
P38/3595		P38/3551	(Duketon)	P38/3649	E39/924	M39/817
P38/3596	Deleta	P38/3571	E38/379	P38/3650		P37/7324
P38/3597	E38/419		E38/2000	P38/3651	COPPER	P37/7325
P38/3598	E38/423	Gerry's Well	E38/2001	P38/3652	WELL
P38/3599	E38/1307	E38/1021	L38/20			MELITA
P38/3600	E38/1308	E38/1942	L38/47	Texrise	Burley Well
P38/3601	E38/1939	E38/1943	L38/49	Purchase and	E37/890	E37/528
P38/3625	E38/2005	M38/903	M38/114	Royalty	E37/904	E37/543
P38/3626	M38/478	M38/904	M38/262	(Swanson Well)	E37/905	E37/574
P38/3627	M38/479	M38/924	M38/283	E38/649	M37/841	E37/891
P38/3628	M38/734	M38/925	M38/292	E38/653	M37/842	E40/112
P38/3644	M38/735	M38/1112	M38/303	E38/2003	M37/843	E40/113
P38/3645	M38/752	M38/1113	M38/316	M38/746	M37/844	E40/138
P38/3739	M38/753	M38/1114	M38/317	M38/779	M37/845	E40/145
P38/3740	M38/754	P38/3364	M38/341	M38/780	M37/846	E40/184
	M38/1084	P38/3365	M38/352	M38/821	M37/847	E40/185
Artane	M38/1085	P38/3366	M38/408	M38/927	M37/848	E40/215
Duketon	M38/1086		M38/409	M38/942	M37/1084	E40/216
M38/589	M38/1087	Hot Holdings	M38/487	P38/3521	M37/1085	E40/217
M38/590	M38/1088	E38/565	M38/488	P38/3522	P37/7326	E40/218
M38/889	M38/1089	E38/2002	M38/489	P38/3523	P37/7327	E40/219
	M38/1090	M38/708	M38/490	P38/3524	P37/7328	E40/224
Aurora/Delta	M38/1091	M38/709	M38/491	P38/3525	P37/7329	E40/225
Duketon	M38/1099	M38/969	M38/492	P38/3526	P37/7330	E40/226
E38/378	M38/1100	P38/3427	M38/493	P38/3527	P37/7331	E40/227

Tenement Listing

M37/1147	OTHER
M37/1172
M40/178	Christmas Well
M40/242	E38/1996
M40/243	M38/785
M40/261	M38/786
M40/297	P38/3573
M40/300	P38/3574
M40/303	P38/3637
M40/307	P38/3638
M40/308	P38/3639
M40/309	P38/3640
M40/310	P38/3641
M40/315	P38/3642

M40/316	P38/3643
M40/318
M40/319	Mt Mabel
M40/320	E38/1997
P37/7037	M38/765
P37/7038	M38/766
P37/7323	M38/888
P37/7494	P38/3582
P37/7495	P38/3583
P40/1066	P38/3629
P40/1068	P38/3630
P40/1069	P38/3631
P40/1070	P38/3632
P40/1091	P38/3633
P40/1148	P38/3634
P40/1149	P38/3635
P40/1150	P38/3636
P40/1151
P40/1215
P40/1216
P40/1217
P40/1218
P40/1219
P40/1220
P40/1221
P40/1222
P40/1223
P40/1224
P40/1225
P40/1226
P40/1227
P40/1228
P40/1229
P40/1234

P40/1235
P40/1236
P40/1237
P40/1238
P40/1239

As at 31 August 2007 the following information applied:

1. SUBSTANTIAL SHAREHOLDERS

Substantial shareholders disclosed in substantial shareholder notices to the Company:

Name	Number of Fully PaidOrdinary Shares held
Newmont Mining Corporation Group	557,827,765
Drawbridge Global Macro Masterfund Ltd & related parties	110,000,000

2. SECURITIES

(a) FULLY PAID ORDINARY SHARES

The number of holders of fully paid ordinary shares in the Company is 2,692. On a show of hands every holder of fully paid ordinary shares present or by proxy, shall have one vote. Upon a poll, each share shall have one vote. The distribution of holders of fully paid ordinary shares is as follows:

Category		Number ofshareholders
Holding between	1-1,000 Shares	195
Holding between	1,001 - 5,000 Shares	320
Holding between	5,001 - 10,000 Shares	285
Holding between	10,001-100,000 Shares	1,416
Holding more than	100,001 Shares	476

The number of holders with less than a marketable parcel of fully paid ordinary shares is 526. The Company's fully paid ordinary shares are quoted on the Australian Securities Exchange using the code RRL.

The top 20 shareholders are as follows:

Name	Number of FullyPaid Ordinaryshares held	Percentageinterest
Newmont Capital Pty Limited	557,827,765	44.38
HSBC Custody Nominees (Australia) Limited	149,425,573	11.89
Newmont Mining Finance Pty Ltd	43,266,870	3.44
HSBC Custody Nominees (Australia) Limited – A/C 2	37,598,426	2.99
Citicorp Nominees Pty Limited	31,173,531	2.48
ANZ Nominees Limited	26,462,641	2.11
Zero Nominees Pty Ltd	20,000,000	1.59
Emichrome Pty Ltd	11,500,000	0.91
4 F Investments Pty Ltd	11,006,000	0.88
Mr William Thorpe McKenzie	9,900,000	0.79
National Nominees Limited	8,875,000	0.71
HSBC Custody Nominees (Australia) Limited	8,875,000	0.71
Nefco Nominees Pty Ltd	8,400,000	0.67
Dalkeith Resources Pty Ltd	8,325,000	0.66
Edensor Nominees Pty Ltd	7,635,330	0.61
Marcus Rose & Eva Rose <rose superannuation<="" td="">
Account>	7,200,000	0.57
Thorpe Road Nominees Pty Ltd <tregoning family<="" td="">
No. 2 A/C>	6,916,666	0.55
HSBC Custody Nominees (Australia) Limited – GSI	6,665,719	0.53
EDA
Merrill Lynch (Australia) Nominees Pty Ltd	5,692,883	0.45
KAM Superannuation Fund P/L <kam< td="">5,000,0000.40</kam<>	5,000,000	0.40
Superannuation A/C>
Total	971,666,476	77.30

(b) OPTIONS MATURING 31 JANUARY 2014 OVER FULLY PAID ORDINARY SHARES.

The number of holders of options maturing 31 January 2014 over fully paid ordinary shares issued by the Company is 151. Optionholders may attend and speak at general meetings of the Company. However, they do not have an entitlement to vote upon the business before the meeting either by show of hands or by poll. The distribution of holders of options is as follows:

Category		Number of
		shareholders
Holding between	1-1,000 Shares	5
Holding between	1,001 - 5,000 Shares	3
Holding between	5,001 - 10,000 Shares	33
Holding between	10,001-100,000 Shares	47
Holding more than	100,001 Shares	63

The Company's options maturing on 31 January 2014 over fully paid ordinary shares are quoted on the Australian Securities Exchange using the code RRLO.

The top 20 optionholders are as follows:

Name	Number of	Percentage
	Options held	interest
Dalkeith Resources Pty Ltd	15,000,000	15.74
Marcus Rose & Eva Rose <rose superannuation<="" td="">15,000,00015.74	15,000,000	15.74
Account>
Mr Michael Fraser	9,559,549	10.03
Mr William Thorpe McKenzie	6,600,000	6.93
Mr Anderson Gregory Hunter Jr	5,532,796	5.81
Station Capital Pty Limited	4,148,000	4.35
HSBC Custody Nominees (Australia) Limited	3,000,000	3.15
Canonbar Investments Pty Ltd	2,940,000	3.09
Mr Joseph Howard Davenport	2,200,000	2.31
Jetan Pty Ltd	2,000,000	2.10
Roslyndale Nominees Pty Ltd	1,710,000	1.79
Carmant Pty Ltd	1,675,000	1.76
Droga Capital Pty Ltd <no 8="" a="" c="">	1,430,000	1.50
Machinery Automation & Robotics Pty Ltd	1,250,000	1.31
Citicorp Nominees Pty Limited	1,200,000	1.26
Merrill Lynch (Australia) Nominees Pty Limited	1,105,811	1.16

Todber Pty Ltd <eureka 2="" a="" c="" group="" no="" t="" u="">	1,105,000	1.16
Mr Paul Jacobs	1,075,000	1.13
Merrill Lynch (Australia) Nominees Pty Limited	1,050,000	1.10
JAS Partners	900,000	0.94
Total	78,481,156	82.38

(c) OPTIONS MATURING 30 APRIL 2012 OVER FULLY PAID ORDINARY SHARES.

The number of holders of options maturing 30 April 2012 over fully paid ordinary shares issued by the Company is 86. Optionholders may attend and speak at general meetings of the Company. However, they do not have an entitlement to vote upon the business before the meeting either by show of hands or by poll. The distribution of holders of options is as follows:

Category		Number of

		shareholders
Holding between	1-1,000 Shares	16
Holding between	1,001 - 5,000 Shares	5
Holding between	5,001 - 10,000 Shares	33
Holding between	10,001-100,000 Shares	16
Holding more than	100,001 Shares	16

The Company's options maturing on 30 April 2012 over fully paid ordinary shares are quoted on the Australian Securities Exchange using the code RRLOA.

The top 20 optionholders are as follows:

Name	Number of	Percentage
	Options held	interest
Chance Energy Pty Ltd	7,500,000	29.11
Dalkeith Resources Pty Ltd	7,500,000	29.11
Mr William Thorpe McKenzie	3,226,850	12.52
Mr David Walker	1,500,000	5.82
Mr Eddie Sugar	1,000,000	3.88
Mr Scott Peter Gilchrist	925,000	3.59
Mr Christopher William McKinnon	600,000	2.33
Goffacan Pty Ltd	462,447	1.79
Mr Erwin John Clayton	450,000	1.75
Citicorp Nominees Pty Limited	410,000	1.59
HSBC Custody Nominees (Australia) Limited –	232,950	0.90
GSCO ECA
Mr Joseph Howard Davenport	220,000	0.85
Equity Trustees Limited	200,000	0.78
Pritdown Pty Limited	200,000	0.78
Mr James Ian Yuen	150,000	0.58
Jomot Pty Ltd	107,479	0.42
Mr Geoff Frost	100,000	0.39
Mrs Anne Webb	100,000	0.39
Mr Robert Lindsay Brooks & Mrs Fay Enid	96,666	0.38
Brooks <r &="" a="" brooks="" c="" f="" family="">
JAS Partners	90,000	0.35
Total	25,071,392	97.30

(d) OPTIONS MATURING 31 OCTOBER 2012 OVER FULLY PAID ORDINARY SHARES.

The number of holders of options maturing 31 October 2012 over fully paid ordinary shares issued by the Company is 82. Optionholders may attend and speak at general meetings of the Company. However, they do not have an entitlement to vote upon the business before the meeting either by show of hands or by poll. The distribution of holders of options is as follows:

Category		Number of
		shareholders
Holding between	1-1,000 Shares	9
Holding between	1,001 - 5,000 Shares	6
Holding between	5,001 - 10,000 Shares	28
Holding between	10,001-100,000 Shares	19
Holding more than	100,001 Shares	20

The Company's options maturing on 31 October 2012 over fully paid ordinary shares are quoted on the Australian Securities Exchange using the code RRLOB.

The top 20 optionholders are as follows:

Name	Number of	Percentage
	Options held	interest
Dalkeith Resources Pty Ltd	11,250,000	28.87
Chance Energy Pty Ltd	9,203,846	23.62
Mr William Thorpe McKenzie	5,320,000	13.65
Calex Nominees Pty Limited	2,150,000	5.52
Marcus Rose & Eva Rose <rose< td="">2,046,1545.25</rose<>	2,046,154	5.25
Superannuation Account>
Merrill Lynch (Australia) Nominees Pty Limited	1,400,000	3.59
Fernwaye Pty Ltd	1,000,000	2.57
Carmant Pty Ltd	780,000	2.00
Mr Eddie Sugar	700,000	1.80
Machinery Automation & Robotics Pty Ltd	560,700	1.44
Mr Colin Weekes & Mr Michael Weekes	500,000	1.28

HSBC Custody Nominees (Australia) Limited	454,500	1.17
Mr Joseph Howard Davenport	440,000	1.13
Citicorp Nominees Pty Limited	360,000	0.92
Mrs Ann Margaret Grainger & Mr Stephen	350,000	0.90
Joseph John Grainger
Curzon Madison Limited	312,500	0.80
Mr Anthony Thomas & Mrs Elaine Christine	250,000	0.64
Robinson
HSBC Custody Nominees (Australia) Limited	210,944	0.54
JAS Partners	180,000	0.46
M & K Korkidas Pty Ltd	143,618	0.37
Total	37,612,262	96.52

(e) UNLISTED OPTIONS.

The number of unlisted options maturing 25 November 2010 over fully paid ordinary shares is 12,900,000 options and the number of holders of options is 7. Optionholders may attend and speak at general meetings of the Company. However, they do not have an entitlement to vote upon the business before the meeting either by show of hands or by poll.

The number of unlisted options maturing 31 October 2011 over fully paid ordinary shares is 8,280,000 options and the number of holders of options is 9. Optionholders may attend and speak at general meetings of the Company. However, they do not have an entitlement to vote upon the business before the meeting either by show of hands or by poll.

The number of unlisted options maturing 7 December 2011 over fully paid ordinary shares is 450,000 options and the number of holders of options is 1. Optionholders may attend and speak at general meetings of the Company. However, they do not have an entitlement to vote upon the business before the meeting either by show of hands or by poll.

The number of unlisted options maturing 15 June 2012 over fully paid ordinary shares is 18,005,000 options and the number of holders of options is 15. Optionholders may attend and speak at general meetings of the Company. However, they do not have an entitlement to vote upon the business before the meeting either by show of hands or by poll.

Regis Resources N.L. Share Registry On-Line

You can do so much more online

Did you know that you can access – and even update – information about your holdings in Regis Resources via the Internet.

Visit Link Market Services' website www.linkmarketservices.com.au and access a wide variety of holding information, make some changes online or download forms. You can:

Check your current and previous holding balances
Choose your preferred annual report delivery option
Update your address details
Update your bank details
Lodge, or confirm lodgement of, your Tax File Number (TFN), Australian Business Number (ABN) or exemption
Check transaction and dividend history
Enter your email address
Check the share prices and graphs
Download a variety of instruction forms
Subscribe to email announcements

You can access this information via a security login using your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as well as your surname (or company name) and postcode (must be the postcode recorded on your holding record).

Top 5 tips for Regis Resources investors visiting Link Market Services' website

1. Bookmark www.linkmarketservices.com.au to bookmark, click on 'Favourites' on the menu bar at the top of your browser then select 'Add to Favourites'
1. Create a portfolio for your holding or holdings and you don't have to remember your SRN or HIN every time you visit
1. Lodge your email via the 'Communications Options' and benefit from the online communications options Regis Resources offers its investors
1. Check out the 'FAQs' page (accessible via the orange menu bar) for answers to frequently asked questions
1. Use the 'Client List' page (accessible via the orange menu bar) to link to Regis Resources website and the website of the other Link Market Services clients in which you invest.

Contact Information

You can also contact the Regis Resources share registry by calling 1300 554 474.

Regis Resources N.L. Corporate Information

David Walker Level 4

Peter Lee

Janet Cohen - General Manager Finance & Administration Jens Balkau - General Manager Exploration Facsimile: +61 3 8602 6560

Registered Office and Domicile Auditors

Level 11 KPMG 461 Bourke Street 147 Collins Street Melbourne Victoria 3000 Melbourne Victoria 3000 Australia Australia Telephone: +61 3 8602 6500 E-mail: [email protected] RRL Internet: http://www.regisresources.com RRLO

Exploration Office RRLOB

Ground Floor 62 Colin Street Bankers Telephone: +61 8 9442 2200 388 Collins Street Facsimile: +61 8 9442 2290 Melbourne Victoria 3000

Legal Form

A public company Solicitors

Country of Incorporation Melbourne Victoria 3000 Australia Australia

Directors Share Registry

Michael Folie Link Market Services Limited Paul Dowd 333 Collins Street Bill Cowan Melbourne Victoria 3000 Australia Telephone: 1300 554 474 or +61 3 9615 9999 Company Secretary Facsimile: +61 3 8614 2903

Shareholder Information

Senior Management Manager Investor Relations Telephone: +61 3 8602 6500

Ian Kerr – General Manager Projects E-mail: [email protected] Internet: http://www.regisresources.com

Facsimile: +61 3 8602 6560 Australian Securities Exchange Listing Codes RRLOA

West Perth WA 6005 Australian and New Zealand Banking Group Ltd Australia

A no liability company Blake Dawson Waldron 101 Collins Street

AI assistant

REGIS RESOURCES LIMITED — Annual Report 2007

65733_rns_2007-09-27_c64a3250-7a7a-4634-8ca7-70033273e152.pdf

REGIS RESOURCES N.L.

1. Directors

Dr G. Michael Folie (BE (Civil), DIC, MSc (Econ) PhD, FAICD) Non-Executive Chairman, Member of Audit Committee and Chair of Remuneration Committee

Mr David A Walker (BSc (Hons), MSc, MAusIMM) Managing Director

Mr Paul J Dowd (BSc (Eng), FAusIMM) Non-Executive Director, Member of Remuneration and Audit Committees

Mr Bill P Cowan (BA Econ, FCPA, FAICD, FCIS, MFTA) Non-Executive Director, Chair of Audit Committee

2. Principal Activities and Review of Results of Operations

Objectives

Restructuring - Acquisition of Duketon Resources

Income Statement

Revenue

Expenses

Result for the Year

Balance Sheet

Cash Flow

3. Significant Change in State of Affairs

4. Dividends

5. Events Subsequent to the Balance Sheet Date

Capital Raising

Expiry of Equity Participation Rights after the Reporting Date

6. Future Developments and Results

7. Options

(i) Listed

(ii) Unlisted

8. Directors' Interests in Shares and Options

Director

9. Meetings of Directors

10. Company Secretary

11. Directors and Officers' Indemnity

12. Directors' and Officers' Insurance

13. Environment

14. Non-audit Services

15. Rounding off

16. Remuneration Report

(i) Overview of Remuneration Policies - audited

(ii) The Group's performance during the current year and over the past four years has been as follows – unaudited:

(iii) Fixed Remuneration - audited

(iv) Performance-Linked Remuneration - audited

Long-Term Incentive

2005 Employee Share Option Plan

(v) Service Agreements - audited

(vi) Non-Executive Directors - audited

(vii) Details of Key Management Personnel and Remuneration - audited

(a) Directors

DIRECTORS' AND EXECUTIVE OFFICERS' REMUNERATION (Company and Group) - audited

Conclusion of remuneration report.

Regis Resources N.L. Income Statements For the year ended 30 June 2007

Regis Resources N.L. Balance Sheets As at 30 June 2007

Regis Resources N.L. Statements of Changes in Equity For the year ended 30 June 2007

Regis Resources N.L. Statements of Cash Flows For the year ended 30 June 2007

1. REPORTING ENTITY

2. BASIS OF PREPARATION

(a) Financial position

(b) Statement of compliance

(c) Basis of measurement and currency

(d) Use of estimates and judgements

3. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of consolidation

(i) Subsidiaries

(ii) Transactions eliminated on consolidation

(iii) Associates

(iv) Joint venture operations

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(b) Financial instruments

(i) Non-derivative financial instruments

(ii) Financial guarantee liabilities

Current accounting policy

Comparative accounting policy

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

(c) Property, plant and equipment

(i) Owned assets

(ii) Subsequent costs

(iii) Depreciation

(d) Intangible assets

(i) Goodwill and business combinations

(ii) Other intangible assets

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

REGIS RESOURCES LIMITED Annual Report 2007