REGIS RESOURCES LIMITED — Interim / Quarterly Report 2004

Oct 30, 2003

Johnson's Well Mining N.L. ABN 28 009 174 761

REPORT FOR THE QUARTER ENDED 30 SEPTEMBER 2003

INTRODUCTION

Johnson's Well Mining N.L. ("Johnson's Well" or the "Company") is an Australian gold explorer with strategic land holdings in recognised gold provinces in Western Australia.

The Company's joint venture arrangements with Newmont Mining Limited ("Newmont") provide the opportunity for the discovery of further gold resources in the Duketon greenstone belt and potential for the development of a new stand-alone mining operation.

REVIEW OF OPERATIONS

Duketon Regional Joint Ventures (Johnson's Well 20%, contributing)

The Company maintains an interest in the Duketon Regional Joint Venture projects, which are located approximately 105 kilometres north of Laverton in Western Australia's prospective Laverton Tectonic Zone. Newmont are managing activities at Duketon, with exploration currently focussed on regional targets outside of the Rosemont deposit, including the Moolart Well prospect.

The Moolart Well prospect has the potential to become a significant gold discovery with gold mineralisation defined over a strike length of four kilometres. During the quarter, Newmont advised the Company of results from in-house estimates they have prepared for near surface (0 to 40 metres depth) gold bearing laterite material at Moolart Well.

The Company believes that these estimates (which are not JORC compliant) indicate that this zone, which extends for approximately 4.5 kilometres in a North South direction, has the potential to host a significant laterite gold resource. Using a 20.0 gramme per tonne ("g/t") top cut and a 0.5 g/t cut off grade, the current study has identified a mineral concentration of approximately 16.3 million tonnes at 1.0 g/t for 520,000 ounces. The Company believes that, with further work, this estimate could be elevated to Inferred Resource status.

Results were received during the quarter for three diamond drill holes ("DDH"), six deep reverse circulation ("RC") holes and 170 shallow (laterite) RC holes. Best intersections from this drilling are highlighted in the following table.

Hole	From	To	Interval	Grade (g/t)
MWDD002	234	249	15	2.31
MWDD003	102	103		2.64
MWDD003	119	121	2	3.94
Inci.	120	121		6.56
MWDD003	180	204	24	1.49
Inci.	191	201	10	2.10
MWDD003	208	219	11	0.34
MWDD003	233	234		1.75
MWRC015	223	224		1.00
MWRC015	235	240 EOH	5	1.00
MWRC016	102	103		1.82
MWRC016	105	106		1.10

Hole	From	To	Interval	Grade (g/t)
MWRC016	109	117	8	1.21
Incl.	112	113		3.27
MWRC016	141	143	2	0.86
MWRC016	144	145		15.1
MWRC016	146	147		3.17
MWRC017	110	111		1.35
MWRC017	126	127	1	4.1
MWRC017	136	138	2	0.90
MWRC017	173	176	3	0.69
MWRC018	48	49		2.67
MWRC018	80	82	$\overline{2}$	0.92
MWRC019	15	16		25.20
MWRC019	50	51		1.60
MWRC019	57	58		1.20
MWRC019	65	66		1.03
MWRC019	130	131		1.02
MWRC019	160	161		1.23

The Moolart Well gold discovery continues to be an exciting development for the Company, with ongoing potential for the delineation of a major gold deposit.

Duketon Rosemont Joint Venture (Johnson's Well 19.84%, diluting)

This joint venture hosts the Rosemont gold deposit, which is located approximately 100 km north of Laverton in Western Australia. During the quarter, Newmont presented the Company with a Whittle Pit Optimisation Report on the Rosemont resource, which was prepared by RSG Global. RSG Global completed open pit optimisations for the Rosemont deposit using several estimation techniques and a number of operating parameters. This work highlighted that the a viable open pit could be produced at a gold price of A$575 per ounce, however this pit did not produce sufficient cash flow to support the capital required to establish stand alone operations at Rosemont.

Notwithstanding this, Newmont (on behalf of the joint venture partners) will continue to develop the understanding of the Rosemont resource, investigate recommendations from RSG Global and drill test anomalous results returned from previous drilling along the Rosemont structural trend focussing on Banevgo South and Kintyre.

Leonora-Laverton Projects (Johnson's Well 51% to 100%)

The ongoing review of the Company's projects outside the Duketon Joint Ventures has highlighted a number of areas that warrant follow-up and or further reconnaissance drilling. During the quarter, the Company prepared an exploration program and budget for the Melita gold project, which is located approximately 15 kilometres southeast of Leonora. The Melita project contains a number of defined targets and the Company plans to follow these up with drilling in the December quarter.

CORPORATE

During the quarter, the Company placed 6,000,000 fully paid ordinary shares at a price of 7 cents each, raising $420,000 in a private placement. These funds will be used for exploration and working capital purposes.

The technical information in this report has been reviewed and approved by Dr. David Tyrwhitt who is a member of the Australasian Institute of Mining and Metallurgy and has 40 years experience in the industry.

Attached is a copy of the Company's Mining Exploration Entity Quarterly Report in accordance with Listing Rule 5.3.

$J$ l Curtaick

JIGUTNICK Chairman and Managing Director October 31, 2003

Appendix 5B

$Rule 5.3$

Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001.

Name of entity

JOHNSON'S WELL MINING N.L.

r

ABN

28 009 174 761

Quarter ended ("current quarter")
30 September 2003

Consolidated statement of cash flows

Cash flows related to operating activities		Current quarter$A'000	Year to date(3 months)$A'000
1.1		Receipts from product sales and related debtors
1.2	Payments for	(a) exploration and evaluation(b) development(c) production(d) administration	(18)(98)	(18)(98)
1.3	Dividends received
1.4		Interest and other items of a similar nature received	2	$\overline{2}$
1.5	Interest and other costs of finance paid
1.6	Income taxes paid
1.7	Other (provide details if material)		49	49
	Net Operating Cash Flows		(65)	(65)
	Cash flows related to investing activities
1.8	Payment for purchases of:	(a) prospects
		(b) equity investments
		(c) other fixed assets
1.9	Proceeds from sale of:	(a) prospects
		(b) equity investments
1.10	Loans to other entities	(c) other fixed assets
1.11
1.12	Loans repaid by other entitiesOther (provide details if material) J/V payments		(634)	(634)
	Net investing cash flows		(634)	(634)
1.13	forward)	Total operating and investing cash flows (carried	(699)	(699)

1.13	Total operating and investing cash flows (broughtforward)	(699)	(699)
	Cash flows related to financing activities
1.14	Proceeds from issues of shares, options, etc.	361	361
1.15	Proceeds from sale of forfeited shares
1.16	Proceeds from borrowings	379	379
1.17	Repayment of borrowings
1.18	Dividends paid
1.19	Other (provide details if material)
	Net financing cash flows	740	740
	Net increase (decrease) in cash held	41	41
1.20	Cash at beginning of quarter/year to date		1
1.21	Exchange rate adjustments to item 1.20
1.22	Cash at end of quarter	42	42

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

		Current quarter$A'000
1.23	Aggregate amount of payments to the parties included in item 1.2	36
1.24	Aggregate amount of loans to the parties included in item 1.10

1.25 Explanation necessary for an understanding of the transactions

Non-cash financing and investing activities

$2.1$ Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

$2.2$ Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

$+$ See chapter 19 for defined terms.

31/10/2003

Financing facilities available

Add notes as necessary for an understanding of the position.

		Amount available$A'000	Amount used$A'000
3.1	Loan facilities	Refer attached details	Refer attached details
-3.2	Credit standby arrangements

Estimated cash outflows for next quarter

		$A'000
4.1	Exploration and evaluation	250
4.2	Development	$\overline{\phantom{a}}$
	Total	250

Reconciliation of cash

Reconciliation of cash at the end of the quarter (as shown inthe consolidated statement of cash flows) to the related itemsin the accounts is as follows.		Current quarter$A'000	Previous quarter$A'000
5.1	Cash on hand and at bank	42
5.2	Deposits at call
5.3	Bank overdraft
5.4	Other (provide details)
	Total: cash at end of quarter (item 1.22)	42.

Changes in interests in mining tenements

		Tenementreference	Nature of interest(note (2))	Interest atbeginning ofquarter	Interest atend ofquarter
6.1	Interests in miningtenements relinquished,reduced or lapsed		See Attached
6.2	Interests in miningtenements acquired orincreased		See Attached

Issued and quoted securities at end of current quarterDescription includes rate of interest and any redemption or conversion rights together with prices and dates.

		Total number	Number quoted	priceIssuepersecurity (see note3) (cents)	Amount paidup persecurity (see note 3)(cents)
7.1	Preference+ securities
7.2	Changes duringquarter(a) Increasesthrough issues(b) Decreasesthrough returns ofcapital, buy-backs,
	redemptions
7.3	+Ordinarysecurities	72,714,313	72,714,313
7.4	Changes duringquarter(a) Increasesthrough issues(b) Decreasesthrough returns ofcapital, buy-backs	6,000,000	6,000,000	7	7
7.5	+Convertible debtsecurities(description)
7.6	Changes duringquarter(a) Increasesthrough issues(b) Decreasesthrough securitiesmatured, converted
7.7	Options(description andconversion factor)	82,50010,766,07916,470,480		Exercise price$5.68$0.20$0.10	Expiry date24 March, 201030 April 201230 October 2012
7.8	Issued duringquarter
7.9	Exercised duringquarter
7.10	Expired duringquarter
7.11	Debentures(totals only)
7.12	Unsecured notes(totals only)	w,	÷,

Compliance statement

• $\begin{array}{c}\n\bullet \ \bullet \ \bullet\n\end{array}$ This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Law or other standards acceptable to ASX (see note 4).
• This statement does give a true and fair view of the matters disclosed. $\overline{2}$

Peter J. Lee

Sign here:

(Company Secretary)

Date:31 October 2003

Print name:

Notes

• $\mathbf{I}$ The quarterly report provides a basis for informing the market how the entity's activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.
• $\overline{2}$ The "Nature of interest" (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.
• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities.
• $\overline{A}$ The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.
• 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

$= 1.4$

Mining exploration entity quarterly report

JOHNSON'S WELL MINING N.L. ABN 28 009 174 761

For the Ouarter Ended 30.09.2003 (referred to in this Statement as the "Current Ouarter")

Additional Information

Item 1.7 Other

During the September quarter monies received for a GST refund of $49,000.

Item 1.23 Payments to Other Entities

Some of the Directors of the Company are also Directors of AXIS Consultants Pty. Ltd. ("AXIS"). The Company paid AXIS $30,000 during the quarter ended 30 September 2003 for management and geological services. This amount is not reflected in item 1.23 as the company does not consider AXIS to be a related party.

Item 3.1 Loan facilities

Mr. Gutnick has confirmed that based on the Company's present and projected cash flows (and anticipated support from its financiers over that time) he should have access to sufficient funds to be in a position to assist the Company to meet its commitments. Mr. Gutnick has invited the Company, as and when funds are required, to apply to him for relevant funds. Mr. Gutnick will then, at his absolute discretion, determine whether he is willing or able to assist the Company.

Item 7.7 Options

Unlisted

82,500 options maturing March 24, 2010 issued under the employee share option plan have an exercise price of $5.68 per option. Upon exercise each option will convert into one fully paid ordinary share. These options cannot be exercised until after March 24, 2003 and only at that time, if the Company's share price on the ASX has increased by a factor of 20% over the share price at the date the options were issued.

10,736,079 options maturing April 30, 2012 at an exercise price of $0.20 per option. The options are exercisable any time after January 1, 2003. Each option will convert to one fully paid ordinary Share.

16,470,480 options maturing October 30, 2012 at an exercise price of $0.10 per option. The options are exercisable any time after 1 July 2003. Each option will convert to one fully paid ordinary share.

JOHNSON'S WELL MINING N.L.

ACN 009 174 761

CHANGES IN INTERESTS IN MINING TENEMENTS

6.2 Interests in miningtenements aquired orincreased.

Nature of InterestTenement(note(4))reference		Interest atbeginningof quarter	Interestat end ofquarter
COLLURABBIE
M 38/903	Granted	0.00%	90.00%
M 38/904	Granted	0.00%	90.00%
M 38/925	Granted	0.00%	90.00%

JOHNSON'S WELL MINING N.L.

ACN 009 174 761

CHANGES IN INTERESTS IN MINING TENEMENTS

6.1 Interests in miningtenements relinquished,reduced or lapsed

Tenementreference	Nature of Interest(note(4))	Interest atbeginningof quarter	Interestat end ofquarter
CAMEL HUMP
P 38/2949	Surrendered	100.00%	$0.00%$
CHRISTMAS WEL
E 38/774	Forfeited	80.00%	$0.00%$
KOWTAH
P 39/3870	Surrendered	100.00%	$0.00%$
P 39/3871	Surrendered	100.00%	$0.00%$
P 39/3872	Surrendered	100.00%	$0.00%$
MT MABEL
E 38/517	Forfeited	51.00%	0.00%
NAMBI
P 37/5891	Forfeited	100.00%	$0.00%$
P 37/5892	Forfeited	100.00%	$0.00%$
RAND PROJECT
EL 10294	Surrendered	100.00%	0.00%