REGIS RESOURCES LIMITED — Interim / Quarterly Report 2003

Apr 29, 2003

Johnson's Well Mining N.L.

ABN 28 009 174 761

REPORT FOR THE QUARTER ENDED 31 MARCH 2003

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 and the Northern The Company's joint venture arrangements with Newmont Mining Limited Territory. ("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 Joint Ventures (Johnson's Well 20%, diluting)

The Company maintains an interest in the Duketon 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 exciting 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. Newmont continued infill aircore drilling at Moolart Well during the quarter with some 52 holes (for 11,726 metres) completed. Better results included:

MWAC290: 4 metres at 9.70 g/t gold from 40 metres: MWAC343: 4 metres at 5.70g/t gold from 68 metres; MWAC298: 8 metres at 2.96g/t gold from 52 metres; MWAC305: 8 metres at 2.81g/t gold from 68 metres; MWAC350: 4 metres at 4.18g/t gold from 8 metres; MWAC391: 4 metres at 4.43g/t gold from 56 metres: MWAC422: 4 metres at 4.05g/t gold from 92 metres:

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

The Company's holdings in the Leonora - Laverton area (outside of the Duketon - Newmont Joint Ventures) are prospective for Archaean gold mineralisation with a number of prospects having defined zones of anomalous gold. The Company has completed a review of past exploration and conducted some preliminary exploration to better define existing targets. A number of moderate sized RAB programs have now been designed to test specific targets. In addition, the Company has received expressions of interest from two groups regarding possible joint venture arrangements. These groups are currently reviewing the available data.

Rand Project (Johnson's Well 50%)

The Company maintains its interest in this joint venture with Gutnick Resources N.L. (manager). The Joint Venture partners have secured the grant of licences covering approximately 6,200 square kilometres in four key target areas along the northern margins of the Ngalia and Amadeus Basins. These target areas include Mt. Doreen (Gap Bore). Central Amadeus. Eastern and Western Amadeus. The partners have completed soil, stream sediment and rock chip sampling in these target areas, with the most encouraging results to date coming from Mt. Doreen and Central Amadeus. The partners are now in Joint Venture discussions with exploration groups with extensive holdings in the Northern Territory, regarding possible farm-out agreements. The partners expect to conclude agreements on these four target areas in the next quarter, providing the basis for the next phase of exploration.

The technical information in this report has been reviewed and approved by Mr D, von Perger. who is a Member of the Australasian Institute of Mining & Metallurgy and has 11 years experience in the exploration field.

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

J.I. Cuttink

JIGUTNICK Chairman and Managing Director 30 April 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.

ABN

28 009 174 761

	Quarter ended ("current quarter")
	31 March 2003

Consolidated statement of cash flows

Cash flows related to operating activities		Current quarter \$A'000	Year to date (6 months)
				\$A'000
1.1		Receipts from product sales and related debtors
1.2	Payments for	(a) exploration and evaluation	23	(46)
		(b) development
		(c) production
		(d) administration	(27)	(90)
1.3	Dividends received
1.4		Interest and other items of a similar nature received
1.5	Interest and other costs of finance paid
1.6	Income taxes paid
1.7	Other (provide details if material)		8	36
	Net Operating Cash Flows		4	(100)
	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
		(c) other fixed assets
1.10	Loans to other entities
1.11	Loans repaid by other entities
1.12	Other (provide details if material) J/V payments		(3)	(3)
	Net investing cash flows		(3)	(3)
1.13	forward)	Total operating and investing cash flows (carried	1	(103)

⁺ See chapter 19 for defined terms.

1.13	Total operating and investing cash flows (brought
	forward)	1	(103)
	Cash flows related to financing activities
1.14	Proceeds from issues of shares, options, etc.	2	1,326
1.15	Proceeds from sale of forfeited shares
1.16	Proceeds from borrowings	133	502
1.17	Repayment of borrowings	(122)	(1,739)
1.18	Dividends paid
1.19	Other (provide details if material)
	Net financing cash flows	13	89
	Net increase (decrease) in cash held	14	(14)
1.20	Cash at beginning of quarter/year to date	(10)	18
1.21	Exchange rate adjustments to item 1.20
1.22	Cash at end of quarter	4	4

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 SA'000
1.23	Aggregate amount of payments to the parties included in item 1.2
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

$\overline{a}$

$\sim$

$2.2$ 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.

Financing facilities available
Add notes as necessary for an understanding of the position.

		Amount available	Amount used
		\$A'000	\$A'000
-3.1	Loan facilities	Refer attached details	Refer attached details
-3.2	Credit standby arrangements	$\overline{\phantom{a}}$

Estimated cash outflows for next quarter

	Total	23
4.2	Development
4.1	Exploration and evaluation	23
	----------		\$A'000

Reconciliation of cash

Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.		Current quarter \$A'000	Previous quarter \$A'000
5.1	Cash on hand and at bank
5.2	Deposits at call
5.3 Bank overdraft			(10)
5.4 Other (provide details)
Total: cash at end of quarter (item 1.22)			(10)

Changes in interests in mining tenements

		Tenement reference	Nature of interest (note $(2)$ )	Interest at beginning of quarter	Interest at end of quarter
6.1	Interests in mining tenements relinquished, reduced or lapsed		See Attached
6.2	Interests in mining tenements acquired or increased		See Attached

$+$ See chapter 19 for defined terms.

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

		Total number	Number quoted	price Issue per security (see note $3)$ (cents)	Amount paid up per security (see note 3) (cents)
7.1	Preference *securities
7.2	Changes during quarter (a) Increases through issues (b) Decreases
	through returns of capital, buy-backs, redemptions
7.3	+Ordinary securities	66,714,313	66,714,313
7.4	Changes during quarter
	(a) Increases through issues
	(b) Decreases through returns of capital, buy-backs
7.5	+Convertible debt securities (description)
7.6	Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted
7.7	Options (description and conversion factor)	1,353,865 82,500 10,736,079 16,470,480	1,353,865	Exercise price \$52.00 \$5.68 \$0.20 \$0.05	Expiry date 15 June, 2003 24 March, 2010 30 April 2012 30 November 2012
7.8	Issued during quarter
7.9	Exercised during quarter
7.10	Expired during quarter	$\blacksquare$	u		×.
7.11	Debentures (totals only)
7.12	Unsecured notes (totals only)	$\ddot{ }$

$+$ See chapter 19 for defined terms.

Compliance statement

• $\mathbf{I}$ 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).
• $\bar{z}$ This statement does give a true and fair view of the matters disclosed.

(Company Secretary)

Date: 30 April 2003

Print name:

Sign here:

Peter J. Lee

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.
• $\overline{4}$ 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.

money money antinar antinar antina

⁺ See chapter 19 for defined terms.

Mining exploration entity quarterly report

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

For the Ouarter Ended 31.03.2003 (referred to in this Statement as the "Current Quarter")

Additional Information

Item 1.7 Other

During the March quarter monies received for a GST refund of \$8,000

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 \$122,000 during the quarter ended 31^st March 2003 as repayments on an existing loan. 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. The Company has announced a pro-rata renounceable rights issue of shares with attaching options to all shareholders.

Item 7.7 Options

Listed

1,353,865 Options maturing June 15, 2003 at an exercise price of \$52.00 per Option. Each Option if exercised will derive ten (10) fully paid Ordinary Shares.

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 November 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.

⁺ See chapter 19 for defined terms.

JOHNSON'S WELL MINING N.L.

ACN 009 174 761

CHANGES IN INTERESTS IN MINING TENEMENTS

6.1 Interests in mining
tenements relinquished,
reduced or lapsed

Tenement reference	Nature of Interest (note(4))	Interest at beginning of quarter	Interest at end of quarter
BURTVILLE
E 38/1176	Surrendered	100.00%	0.00%
E 38/1409	Surrendered	100.00%	$0.00\%$
E 38/1438	Surrendered	100.00%	0.00%
COLLURABBIE
E 38/1201	Surrendered	100.00%	0.00%
E 38/1313	Surrendered	100.00%	$0.00\%$
ERLISTOUN
E 38/1190	Surrendered	100.00%	$0.00\%$
P 38/2306	Surrendered	75.00%	0.00%
P 38/2558	Surrendered	0.00%	0.00%
P 38/2559	Surrendered	0.00%	0.00%
P 38/2560	Surrendered	$0.00\%$	$0.00\%$
P 38/2561	Surrendered	0.00%	0.00%
P 38/2624	Surrendered	100.00%	0.00%
P 38/2657	Surrendered	100.00%	0.00%
P 38/2916	Surrendered	100.00%	0.00%
P 38/2917	Surrendered	100.00%	0.00%
MOOLART WELL
P 38/2790	Surrendered	100.00%	$0.00\%$
MT MAIDEN
E 38/430	Surrendered	100.00%	$0.00\%$
E 38/442	Surrendered	51.00%	$0.00\%$
P 38/2455	Surrendered	51.00%	0.00%
P 38/2490	Surrendered	75.00%	$0.00\%$
P 38/2625	Surrendered	100.00%	$0.00\%$
P 38/2667	Surrendered	100.00%	$0.00\%$
P 38/2688	Surrendered	100.00%	$0.00\%$
P 38/2727	Surrendered	100.00%	0.00%
P 38/2791	Surrendered	100.00%	$0.00\%$
P 38/2978	Surrendered	100.00%	0.00%

JOHNSON'S WELL MINING N.L.

ACN 009 174 761

CHANGES IN INTERESTS IN MINING TENEMENTS

6.1 Interests in mining
tenements relinquished,
reduced or lapsed

Tenement reference	Nature of Interest (note(4))	Interest at beginning of quarter	Interest at end of quarter
VIOLET TOWN
EL 4485	Surrendered	100.00%	0.00%
EL 4486	Surrendered	100.00%	$0.00\%$
EL 4487	Surrendered	100.00%	0.00%
EL 4488	Surrendered	100.00%	$0.00\%$

JOHNSON'S WELL MINING N.L.

ACN 009 174 761

CHANGES IN INTERESTS IN MINING TENEMENTS

6.2 Interests in mining
tenements aquired or
increased.

Tenement reference	Nature of Interest (note(4))	Interest at beginning of quarter	Interest at end of quarter
ANGUS
E 38/823	Granted	$0.00\%$	100.00%
MT ZEPHYR
E 39/898	Granted	$0.00\%$	100.00%
E 39/899	Granted	$0.00\%$	100.00%