REGIS RESOURCES LIMITED — Interim / Quarterly Report 2005

Feb 17, 2005

REGIS RESOURCES N.L. ABN 28 009 174 761

REPORT TO SHAREHOLDERS FOR THE HALF YEAR ENDED 31 DECEMBER 2004

Regis Resources N.L. ABN 28 009 174 761 Chairman's Report

18 February 2005

Dear Shareholder

Regis Resources NL ("Regis" or the "Company") is an Australian mineral explorer with strategic land tenement holdings in recognized gold provinces in Western Australia. The Company's joint venture arrangements with the Newmont Australia Limited group ("Newmont") provide the opportunity for the discovery of further gold resources in the Duketon greenstone belt and after further exploration, the potential for the development of a new, stand-alone mining operation.

Duketon Joint Ventures

The Company holds an interest in the Duketon Joint Venture projects, which are located approximately 120 kilometers north of Laverton in Western Australia's under-explored but prospective Laverton Tectonic Zone. Newmont are managing exploration activities at Duketon, with exploration currently focused on the Moolart Well project and other regional targets.

Duketon Regional Joint Venture (Regis 20% contributing)

The majority of the exploration effort during the half year was centered on the Moolart Well prospect area in the Duketon Regional Joint Venture. Other programs tested regional gold targets at Moolart South, Duketon Central, Collurabbie, Murphy Hills, German Well and North Laverton.

At the Moolart Well prospect, further drilling was undertaken to test depth extensions of anomalous results received from previous, shallower RAB and air core drilling. Best intersections are summarised below.

Hole No	From	Tо	Int	Au g/t
MWRC210	196	204	8	13.79
Incl.	200	204		26.50
MWRC211	180	252 EOH	72	0.35
MWRC216	156	192	36	0.73
MWRC218	144	164	20	1.07
MWRC223	96	120	24	2.73
Incl.	96	100	4	9.70
MWRC223	216	243 EOH	27	0.34

For Moolart Well, all drillhole and geological data has been imported into Vulcan for analysis in 3D. Plans of gold distribution (grade x thickness) related to the "base of oxidation" and "top of saprock" weathering surfaces were generated to assist deep drill targeting. This work is ongoing.

The magnetic and gravity data over Moolart was modelled in 3D to assist with the structural interpretation of the prospect. The magnetic modelling indicates that over a 5km E-W transect centred on Moolart, the easterly dip of stratigraphy increases from about $30^{\circ}$ in the west to $70^0$ in the east. Gravity modelling shows the eastern basalt/dolerite package as considerably thicker/denser than the basalt/diorite/dolerite package which hosts the mineralisation. Further interpretation is underway.

Further evaluation of geochemical and mineralogical features of the laterite mineralisation at Moolart Well were completed.

In the Collurabbie area, aircore and RC drilling programs were completed over previously located or historical gold targets in both the Part A tenements and the Part B joint venture areas (Deleta JV, Top Well JV). Best results were:

Hole No	From	Τо	Int	Au g/t
CRAC335	52	68	16	0.41
CRAC352	72	76		0.72
CRAC352	116	124	8	0.36
CRAC358	76	83 EOH		0.14
CRAC438	56	80	24	0.62
Incl.	68	72		1.35
CRAC473	80	88		0.20

Best base metal results, assayed as part of the gold exploration program, are shown below:

Hole No	From	$\mathbf{\tau}_{\mathbf{0}}$	Int	Ni ppm	Cu %	Description
CRAC344	24	52	28		0.011	Saprolite - talc schist
CRAC345	40	64	24	0.49%	$0.002$ (max)	Saprolite - peridotite

In the Murphy Hills joint venture, drilling at the King John prospect was designed to test beneath previously defined oxide mineralization. All results were received with the best intersections given below:

Hole No	From	To	Int	Au g/t
KJRC007	68	100	32	0.25
KJRC009	124	136	12	0.31
KJRC010	192	228	36	0.13
KJRC011	56	140	84	0.36
Incl.	64	72	8	1.36
KJRC011	192	220	28	0.13
KJRC011	228	250	22	0.15

Further evaluation of the broad zones of gold mineralisation is warranted.

Duketon Rosemont Joint Venture (Regis 19.7% contributing)

The gold resources located within the joint venture tenements indicate that an extensive mineralizing system exists within the area. This requires further detailed evaluation and resources studies, as well as further drilling during the forthcoming period. During the half year significant rehabilitation work was completed over the Baneygo and Christmas Well sites.

Leonora-Laverton Projects (Regis earning 70%, 100%)

The Company's extensive tenement holdings in the Copper Well Joint Venture with Mr Mark Creasy and in the Melita Joint Venture with Great Gold Mines NL contain a number of areas that warrant follow-up and or further reconnaissance exploration. During the half year, a reconnaissance air core drilling program was completed over high-grade gold results recovered from the base of an alluvial cover sequence in tenement E39/383 (Salt Well). Some 8 holes for a total of 850 meters were drilled to further delineate the paleochannel anomaly. Further work is intended.

Corporate

At a Meeting of Shareholders on 18 August 2004 the transaction outlined to shareholders in the Information Memorandum dated July 2004 was passed. The transaction has resulted in:

• A change of all Directors of the Company;
• The raising of \$3 million of new equity: $\bullet$
• The repayment of \$1 million of debt, the conversion of \$5,509,678 of debt to $\bullet$ equity and cancellation of \$19.340.940 of debt. resulting in the Company being debt free:
• The creation of a new vehicle holding such security to completely offset any call from Newmont Australia Ltd under a quarantee:
• The sell down of Gutnick Network interests to 44% from 66% of ordinary shares in Regis:
• The requirement that the Gutnick Network further sell down their equity interests in Regis to below 20% on a fully diluted basis before 18 August 2006.

Under the new board, since that time the Company has:

• Appointed KPMG as auditors of the Company.
• Appointed consulting geologists and began a review of existing data and $\bullet$ refreshed its dialogue with Newmont and other joint venture partners

The Company raised \$3.5 million of new equity at \$0.11 per share on 20 December 2004. The shares were placed to Newmont Capital Pty Ltd, clients of several Australian stockbrokers and with other professional investors.

During December 2004 the Company purchased its 20% entitlement of the 5/6ths of the 6% royalty payable on a number of the tenements in the Duketon Joint Venture area from Newmont Capital Pty Ltd.

GMFolie Chairman

The technical information in this report has been reviewed and approved by Mr D Walker who is a Member of the Australasian Institute of Mining and Metallurgy and has more than 20 years experience in the industry.

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

The Directors of Regis Resources N.L. present their report for the half year ended 31 December 2004. This Report should be read in conjunction with the 2004 Annual Report together with announcements made by the Company in accordance with the continuous disclosure obligations arising under the Corporations Act 2001.

$\mathbf{1}$ . Directors

The Directors of the Company in office since 1 July 2004 and at the date of this Report are:

Dr G Michael Folie BE (Civil) DIC MSc(Econ) PhD FAICD Non-Executive Chairman Appointed 26 August 2004

Mr David Walker BSc (Hons), MSc, MAusIMM Managing Director Appointed 26 August 2004

Mr Marcus Rose MBA ASIA AREI FAICD Non-Executive Director Appointed 26 August 2004

Mr Glenister Lamont B. Eng (Hons) MBA ASIA FAICD MAusIMM Non-Executive Director Appointed 26 August 2004

Mr Joseph Gutnick FAusIMM FAIM MAICD Resigned 26 August 2004

Dr David Tyrwhitt PhD(Geology) BSc(Hons) FSEG(USA) FAusIMM CPGeo) Resigned 26 August 2004

Mr Modechai Gutnick Resigned 26 August 2004

$2.$ Review and Results of Operations

A review of operations is contained in the Chairman's Report. The financial result of the operations was a profit of \$18,389,363 after providing for income tax.

Signed in accordance with a Resolution of the Board of Directors at Melbourne this 18th day of February 2005.

Director

Regis Resources N.L
Statement of Financial Performance for the Half Year Ended 31 December 2004

	Note	31 December 2004 S	31 December 2003 \$
Revenue
Revenue from ordinary activities Interest Proceeds from sale of non current assets Sundry Income		17,005 1	2,729
Total revenue		17,007	2,729
Expenses
Costs from ordinary activities Exploration expenditure provided for or written off Administration Borrowing costs		(6, 373) (642, 686) (319, 524)	(69, 551) (179, 054) (988, 504)
Carrying value of non-current assets sold		(1)
Total expenses		(968, 584)	(1, 237, 109)
Operating loss from ordinary activities before income tax		(951, 577)	(1, 234, 380)
Income tax attributable to ordinary activities
Operating loss from ordinary activities after income tax expense		(951, 577)
Profit from extraordinary items after income tax	2	19,340,940
Net profit/(loss)		18,389,363	(1,234,380)
Total changes in equity other than those resulting from transactions with owners as owners		18,389,363	(1,234,380)
		Cents	Cents
Basic earnings/profit/(loss) per share		7.42	(1.76)
Diluted earnings/profit/(loss) per share		6.56	(1.76)

The Statement of Financial Performance is to be read in conjunction with the attached notes to and forming part of the Financial Statements.

Regis Resources N.L
Statement of Financial Position as at 31 December 2004

	Note	31 December 2004 \$	30 June 2004 \$
CURRENT ASSETS
Cash assets Receivables Other		3,033,661 73,952	7,098 14,599 77,126
TOTAL CURRENT ASSETS		3,107,613	98,823
NON-CURRENT ASSETS
Exploration expenditure Receivables Property, plant and equipment Other financial assets		4,928,951 220,003 7,089 3,154	3,300,526 68,500 3,155
TOTAL NON-CURRENT ASSETS		5,159,197	3,372,181
TOTAL ASSETS		8,266,810	3,471,004
CURRENT LIABILITIES
Payables		434,686	283,886
TOTAL CURRENT LIABILITIES		434,685	283,886
NON-CURRENT LIABILITIES
Provisions Interest bearing liabilities	3 4	193,890	25,883,704
TOTAL NON-CURRENT LIABILITIES		193,890	25,883,704
TOTAL LIABILITIES		628,576	26,167,590
NET ASSETS (DEFICIENCY IN NET ASSETS)		7,638,234	(22,696,586)
EQUITY
Contributed equity Accumulated losses	5 6	42,573,379 (34, 935, 145)	30,627,922 (53, 324, 508)
NET EQUITY (DEFICIENCY IN NET EQUITY)	7	7,638,234	(22,696,586)

The Statement of Financial Position is to be read in conjunction with the attached notes to and forming part of the Financial Statements.

Regis Resources N.L.
Statement of Cash Flows for the Half Year Ended 31 December 2004

	31 December 2004 \$	31 December 2003 \$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments in the course of operations Interest received Borrowing costs paid	(216, 360) 14,938	(166, 635) 2,632 (1,050)
NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES	(201, 422)	(165,053)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for exploration expenditure Payments to joint venture partner (share of exploration expenditure)	(239, 591) (599,058)	(131, 445) (703, 158)
NET CASH (USED IN) INVESTING ACTIVITIES	(838, 649)	(834, 603)
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of property, plant and equipment Net proceeds from issue of securities Proceeds from borrowings Repayment of borrowings Payment of security deposits Refund of security deposits	(6, 562) 5,605,875 202,000 (1,587,463) (147, 216)	366,660 513,073 (24, 840) 149,250
NET CASH PROVIDED BY FINANCING ACTIVITIES	4,066,534	1,004,143
Net increase/(decrease) in cash held	3,026,563	4,487
Cash at the beginning of the financial period	7,098	719
CASH AT THE END OF THE FINANCIAL PERIOD	3,033,661	5.206

The Statement of Cash Flows is to be read in conjunction with the attached notes to and forming part of the Financial Statements.

$\mathbf{1}$ . BASIS OF PREPARATION OF HALF YEAR FINANCIAL STATEMENTS

The half year Financial Report is a general purpose Financial Report and has been prepared in accordance with Accounting Standard AASB 1029, other applicable Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The Financial Report has been prepared on the historical cost basis and except where stated, does not take into account changing money values or fair valuations of non-current assets. Except where stated, the accounting policies are consistent with those of the previous year. For the purpose of preparing the half year Financial Report, the half year has been treated as a discrete reporting period. It is recommended that this half year Financial Report should be read in conjunction with the 2004 Annual Report and any public announcements made by Regis Resources N.L. during the half year in accordance with continuous disclosure obligations arising under the Corporations Act 2001. Notes of a type normally included in an annual Financial Report are not included.

		Note	31 December 2004 \$	30 June 2004 \$.
2.	EXTRAORDINARY ITEM
	Extinguishment of non current interest bearing liabilities.		19,340,940
	Profit from extraordinary item before income tax		19,340,940
	Applicable income tax payable
	Profit from extraordinary item after income tax		19,340.940
	In late August/early September 2004, a number of transactions as set out in note 4 settled following shareholder approval obtained on 18 August 2004 to a restructuring of the Company. On 1 September 2004, debts owing to companies associated with Mr Gutnick were extinguished following the payment of \$1 million and this gave rise to a profit.

3. PROVISIONS (NON-CURRENT)

Rehabilitation	193.890
. Machine a factor banding to account out to actual concernation astated a culture have a sentencial control o

Provision for rehabilitation is recognised in relation to areas where mining activities have previously taken place. The estimate is based on the Company's share of Department Business, Industry and Resources Development Western Australia environmental performance bonds placed on the relevant tenements.

4. INTEREST BEARING LIABILITIES (NON CURRENT)

5.

In late August/early September 2004, a number of transactions settled, following shareholder approval obtained on 18 August 2004, to a restructuring of the Company. The restructuring resulted in the following:

• a placement of 60,000,000 ordinary shares raising \$3,000,000 $(i)$
• an issue of 15,000,000 fully paid ordinary shares at an issue price of five (5) cents per share; $(ii)$ 30,000,000 options (at no additional consideration), with an exercise price of five (5) cents and a latest exercise date of 31 January 2014; 22,500,000 options (at no additional consideration), with an exercise price of ten (10) cents and a latest exercise date of 31 October 2012; and 15,000,000 options (at no additional consideration), with an exercise price of twenty (20) cents and a latest exercise date of 30 April 2012 to Concept Equity Pty Ltd (or their nominee) and Dalkeith Resources Pty Ltd, as a fee for securing the placement of \$3,000,000 and corporate advisory services.
• $(iii)$ an issue of 78,709,686 fully paid ordinary shares at an issue price of 7 cents per fully paid ordinary share to a nominee of Edensor Nominees Pty Ltd as repayment of a debt to Edensor Nominees Pty Ltd of \$5,509,678.02.
• Debts owing to companies associated with Mr Gutnick were extinguished following the payment $(iv)$ of \$1 million. This gave rise to a gain on debt extinguishment of \$19,340,940.

	31 December 2004 S	30 June 2004 S
CONTRIBUTED EQUITY
Issued and paid up capital 325,761,366 (June 2004:
139,433,499) shares	42,573,379	30,627,922
MOVEMENT IN ORDINARY SHARE CAPITAL
Balance at the beginning of the financial period	30.627.922	25,612,405
78,709,686 shares issued to settle outstanding liabilities under corporate restructure	5.509.678
Less transaction costs	(109, 958)
91,818,181 (June 2004: 6,000,000) shares issued pursuant to a placement	6,500,000	420,000
Less transaction costs	(740, 991)	(28, 408)
800,000 shares issued for payment of consulting services	40,000
Less transaction costs	(1,490)
15,000,000 shares issued for payment of fees for restructuring and capital raising	750,000
Less transaction costs	(1,782)
June 2004: 250 options converted		25
June 2004: 66,718,936 shares issued pursuant to a prospectus		4,670,326
Less transaction costs		(46, 426)
Balance at the end of the financial period	42,573,379	30,627,922

5. CONTRIBUTED EQUITY (CONT'D)

25.766.079 options are on issue at an exercise price of \$0.20 which, if exercised, will entitle the optionholder to one fully paid ordinary share in the Company for each option. The options may be exercised at any time after 1 January 2003. Options not exercised by 30 April 2012 lapse.

38,970,230 are on issue at an exercise price of \$0.10 which, if exercised, will entitle the optionholder to one fully paid share in the Company for each option. The options may be exercised at any time after 1 July 2003. Options not exercised by 30 October 2012 will lapse.

96.718.936 options are on issue at an exercise price of \$0.05 which, if exercised, will entitle the optionholder to one fully paid share in the Company for each option. The options may be exercised at any time. Options not exercised by 31 January 2014 will lapse.

70,000 employee share options are on issue at an exercise price of \$5.68 per option.

		31 December 2004 \$	30 June 2004 \$
6.	ACCUMULATED LOSSES
	Accumulated losses at the beginning of the period Net profit (loss) for the period	(53, 324, 508) 18,389,363	(49, 385, 295) (3,939,213)
	Accumulated losses at the end of the period	(34, 935, 145)	(53, 324, 508)
7.	TOTAL EQUITY RECONCILIATION
	Total deficiency at the beginning of the period	(22,696,586)	(23, 772, 890)
	Total changes in equity recognised in Statement of Financial Performance	18,389,363	(3,939,213)
	Transactions with owners as owners Contributions of equity	11,945,457	5,015,517
	Total equity/(deficiency) at the end of the year	7,638,234	(22,696,586)
8.	COMMITMENTS
	(a) Tenement exploration commitments
	The Company has to perform minimum work and expend minimum amounts of money on its tenements. The overall expenditure requirement tends to be limited in the normal course of the Company's tenement portfolio management through expenditure reductions, relinquishment of parts or the whole of tenements deemed non prospective. Should the Company wish to preserve interests in its current tenements the amount which may be required to be expended is as follows:
	Not later than one year Later than one year but not later than five years Later than five years but not later than twenty one years	367,720 294,760	367,720 294,760
		662,480	662,480

8. COMMITMENTS (CONT'D)

The terms and conditions under which the Company has title to its various mining tenements oblige it to meet tenement rentals and minimum levels of exploration expenditure as gazetted by the Department of Minerals and Energy of Western Australia as well as Local Government and taxes.

The "Later than five years but not later than twenty-one years" component represents commitments starting from five vears hence for the following sixteen vears in respect of Mining Licences which are granted for a period of twenty one years, but in common with Prospecting Licences and Exploration Licences may be relinguished or sold by the Company before the expiry of the full term of the Licence.

	31 December 2004 \$	30 June 2004 \$
(b) Farm-In contract commitments
The Company is required to spend certain amounts on exploration expenditure and in certain cases make other cash payments to partners to earn interests under Farm-In contracts.
At balance date the amount which may be required to be expended in respect of the abovementioned is as follows:
Not later than one year Later than one year but not later than five years	628,044	813,197
	628.044	813.197

The total commitment is \$1,000,000. The Company can withdraw from this commitment after expending \$200,000 and maintaining the tenements in good standing until the date of withdrawal. To date \$371,956 has been spent.

(c) Joint Venture Exploration Commitments

The Company is a party to joint ventures with Newmont-Duketon Pty Ltd. The joint venture partners have to perform statutory minimum work and expend minimum amounts of money on their tenements. The overall expenditure requirement tends to be limited in the normal course of the joint venture partners tenement portfolio management through expenditure reductions through relinquishment of parts or the whole of tenements deemed non prospective. Should the joint venture partners wish to preserve interests in their current tenements the amount which may be required to be expended is as follows:

vears	3.731.211	3.803.473
Later than five years but not later than twenty one	1.699.609	1.750.811
Later than one year but not later than five years	1.567.043	1.588.083
Not later than one year	464.559	464.579

8. COMMITMENTS (CONT'D)

The terms and conditions under which the joint venture partners have title to their various mining tenements oblige it to meet tenement rentals and minimum levels of exploration expenditure as gazetted by the Department of Minerals and Energy of Western Australia, as well as Local Government and taxes.

The "Later than five years but not later than twenty-one years" component represents commitments starting from five years hence for the following sixteen years in respect of Mining Licences which are granted for a period of twenty one years, but in common with Prospecting Licences and Exploration Licences may be relinquished or sold by the Company before the expiry of the full term of the Licence.

9. CONTINGENT LIABILITIES

At 30 June 2004, the Company had a contingent liability for its share of the performance requirements of the terms and conditions of mining leases in Western Australia. At 31 December 2004, the Company has booked a provision for rehabilitation for its share of the performance requirements noted above. Accordingly, there is no longer a contingent liability. In prior years, the Company had a loan from newmont Australia which was secured by a Mining Act mortgage over certain tenements. During 2002 the loan was renegotiated whereby management of the Duketon joint ventures was transferred to newmont Australia. Newmont Australia gained an immediate 80% of the Company's interest in certain regional tenements, a first right of refusal over the Duketon tenements and a royalty. In return, Newmont Australia assigned 50% of the loan (\$12,842,748) to Edensor Nominees Pty Ltd ("Edensor"), a company of which Mr Gutnick is a Director & shareholder and released the Company from the balance of the loan. The Mining Act mortgage over certain tenements continues to secure that part of the loan assigned to Edensor. Subsequent to 30 June 2004, a company associated with Mr Gutnick has provided the Company with security in case Newmont Australia call any amounts under the Mining Act mortgage. Other than these changes, there has been no material change to the contingent liabilities since 30 June 2004.

SEGMENT INFORMATION $10.$

The principal activity of the Company is mineral exploration. The Company operates within Australia.

IMPACT OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) $11.$

The Australian Accounting Standards Board (AASB) is adopting IFRS for application to reporting periods beginning on or after 1 January 2005. The AASB will issue Australian equivalents to IFRS, and the Urgent Issues Group will issue abstracts corresponding to IASB interpretations originated by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee. The adoption of Australian equivalents to IFRS will be first reflected in the financial statements for the half-year ending 31 December 2005 and the year ending 30 June 2006.

Entities complying with Australian equivalents to IFRS for the first time will be required to restate their comparative financial statements to amounts reflecting the application of IFRS to that comparative period. Most adjustments required on transition to IFRS will be made, retrospectively, against opening retained earnings as at 1 July 2004.

The Company has reviewed the transition to Australian equivalents to IFRS The project is being run by the Company Secretary who reports to the Managing Director and the board of directors. To date the Company has analysed most of the Australian equivalents to IFRS and has identified a number of accounting policy changes that will be required.

The changes identified to date that will be required to the Company's existing accounting policies include the following:

1. Impairment of Assets – The recoverable amount of non-current assets will be assessed as the higher of net selling price and value in use, on a discounted basis. The Company currently assesses recoverable amounts of non-current assets based on undiscounted future net cash flows. The Company's non-current assets (other than exploration and evaluation assets) are not material and therefore, the Company does not believe the impairment of assets test will have a material effect on the Company's financial position.

$11.$ IMPACT OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS) (CONT'D)

1. Exploration and Evaluation – The Australian equivalent of the IFRS standard AASB 6 – Exploration for and Evaluation of Mineral Resources was issued in December 2004. This standard is specific to exploration and evaluation assets and mandates the "area of interest" concept. It also requires companies that recognize exploration and evaluation assets to perform impairment tests on those assets when facts and circumstances suggest the carrying amount of the asset may be impaired. The impairment test is assessed at a cash generating unit or group of cash generating units level provided this is no larger than an area of interest.

The Company does not believe there will be any material effect on the Company's financial position as a result of the introduction of AASB6 that would not otherwise have occurred through the Company's normal impairment testing.

1. Restoration, rehabilitation and environmental expenditure - Environmental obligations associated with the retirement or disposal of long lived assets will be recognized when the disturbance occurs and is based on the extent of damage incurred. The provision is measured as the present value of the future expenditure and a corresponding rehabilitation asset is also recognized. On an ongoing basis, the rehabilitation liability will be re-measured in line with the changes in the time value of money (recognized as an expense in the statement of financial performance and an increase in the provision), and additional disturbances will be recognized as additions to a corresponding asset and rehabilitation liability.

The Company will be required to remeasure the existing environmental rehabilitation provision to the present value of the future expenditure and recognize a related rehabilitation asset. Retained earnings will be impacted to the extent that this net position differs from the existing rehabilitation provision.

1. Income Tax - Under the Australian equivalent to IAS 12 Income Taxes, deferred tax balances are determined using the balance sheet method which calculates temporary differences based on the carrying amounts of an entity's assets and liabilities in the statement of financial position and their associated tax bases. In addition, current and deferred taxes attributable to amounts recognized directly in equity are also recognized directly in equity.

This will result in a change to the current accounting policy, under which deferred tax balances are determined using the income statement method, items are only tax-effected if they are included in the determination of pre-tax accounting profit or loss and/or taxable income or loss and current and deferred taxes cannot be recognized directly in equity. Under IFRS deferred tax assets will be recognized for the carry forward of unused tax losses to the extent that future taxable profit is probable rather than virtually certain.

1. Share Based Payments - Under AASB 2 Share Based Payments, the Company will be required to determine the fair value of options issued to employees as remuneration and recognise an expense in the Statement of Financial Performance. This standard is not limited to options and also extends to other forms of equity based remuneration. It applies to all share-based payments issued after 7 November 2002 which have not vested as at 1 January 2005. Reliable estimation of the future financial effects of this change in accounting policy is impracticable as the details of future equity based remuneration plans are unknown.

The above should not be regarded as a complete list of changes in accounting policies that will result from the transition to Australian equivalents to IFRS, as not all standards have been analysed as yet, and some decisions have not yet been made where choices of accounting policies are available. For these reasons it is not yet possible to quantify the impact of the transition to Australian equivalents to IFRS on the Company's financial position and reported results.

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

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

• The accompanying financial statements and notes are in accordance with the Corporations Act $(a)$ 2001. including:
• giving a true and fair view of the financial position of the Company as at 31 December 2004 $(i)$ and of its performance, as represented by the results of its operations and its cash flows for the half year ended on that date: and
• complying with Accounting Standards and the Corporations Regulations 2001. $(ii)$
• $(b)$ There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a Resolution of the Board of Directors at Melbourne this 18th day of February 2005.

Director

Independent review report to the members of Regis Resources NL Scope

We have reviewed the financial report of Regis Resources N.L for the half-year ended 31 December 2004, consisting of the statement of financial performance, statement of financial position, statement of cash flows, accompanying notes 1 to 11 and the directors' declaration set out on page 14. The Company's directors are responsible for the financial report.

We have performed an independent review of the financial report in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate that the financial report is not presented fairly in accordance with Australian Accounting Standard AASB 1029 "Interim Financial Reporting" and other mandatory financial reporting requirements in Australia and statutory requirements, so as to present a view which is consistent with our understanding of the Company's financial position, and performance as represented by the results of its operations and its cash flows and in order for the Company to lodge the financial report with the Australian Securities and Investments Commission.

Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements. A review is limited primarily to inquiries of company personnel and analytical procedures applied to the financial data. These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Statement

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Regis Resources N.L is not in accordance with:

• (a) the Corporations Act 2001, including:
• i. giving a true and fair view of the Company's financial position as at 31 December 2004 and of its performance for the half-year ended on that date; and

$\omega$ $\omega_{\rm g}$

• ii. complying with Australian Accounting Standard AASB 1029 "Interim Financial Reporting" and the Corporations Regulations 2001; and
• (b) other mandatory financial reporting requirements in Australia.

Jan Kitchen

Alison Kitchen Partner

Place: Melbourne

Date: 18 February 2005