REGIS RESOURCES N.L. ABN 28 009 174 761

REPORT TO SHAREHOLDERS FOR THE HALF-YEAR ENDED 31 DECEMBER 2005

THIS REPORT SHOULD BE READ IN CONJUNCTION WITH THE 2005 ANNUAL FINANCIAL REPORT

8 March 2006

Dear Shareholder

Introduction

Since my last report to you, the Company has continued to prioritise exploration on the highly prospective joint venture tenements in the Duketon region of the Eastern Goldfields of Western Australia, completed the restructure of the Duketon Joint Ventures pursuant to a Memorandum of Understanding ("MOU") entered into in March 2005 with Newmont Australia Limited group, and established a new management team and office infrastructure under the leadership of the Managing Director, Mr David Walker.

Regis Resources N.L. ("Regis") is an Australian mineral explorer with extensive landholdings in the Eastern Goldfields of Western Australia. The most significant of these are the Duketon Joint Ventures with Newmont north of Laverton. On 3 February 2006 the anticipated restructure of the joint venture arrangements was completed and as a result, Regis now has direct and indirect equity in the joint ventures totalling 59.2%.

In the Leonora-Laverton area, Regis is earning up to an 85% interest and manages exploration on the Copper Well Joint Venture with Mr Mark Creasy, and earning up to 70% equity and manages exploration in the Melita Joint Venture with Great Gold Mines N.L.

Duketon Joint Venture Restructure

During the half-year, the Company executed the anticipated agreement with Newmont for the restructure of the Duketon Joint Ventures including the acquisition of a 49% interest in Newmont Duketon Pty Ltd ("Newmont Duketon"). Newmont Duketon holds an 80% direct interest in the Duketon Joint Ventures and Regis holds 20%.

The restructure results in Regis increasing its direct and indirect interests in the joint ventures to a total of 59.2% and becoming Manager.

Significant new terms were negotiated in reaching the final agreement, including:

Newmont have granted Regis a call option over a further 26% interest in Newmont Duketon ٠ which can be exercised once Regis has met its $10 million expenditure commitment (which it is required to do by 31 May 2007) on the Duketon properties. If exercised, Regis will hold 75% of Newmont Duketon and through this shareholding will control both the board of Newmont Duketon and the management committee of the joint ventures;
Regis has a pre-emptive right over Newmont's remaining interest in Newmont Duketon. If the call option is exercised, the pre-emptive right ceases and Newmont can dispose of its remaining 25% interest in Newmont Duketon. Newmont has agreed to allow Regis an opportunity to participate in any disposal process;
Regis has granted Newmont a put option over the balance of Newmont's interest in Newmont Duketon Pty Ltd which gives Newmont the right to put between 26% and 51% of the shares in Newmont Duketon. This option can be put to Regis at the end of the sole funding period. If exercised by Newmont, Regis' interest in Newmont Duketon will increase to a minimum of 75%, and Regis will then control both the board of Newmont Duketon and the management committee of the joint ventures. Newmont Duketon would become a wholly owned subsidiary of Regis if Newmont were to exercise the put option for 51%;
If Regis wish to pursue a prospective project that does not meet Newmont's criteria, Regis has the right to conduct a feasibility study and develop a mining operation at its sole risk and cost. In the event that Newmont subsequently wish to participate in that project, Regis would be reimbursed its funding on a pro-rata basis together with a premium. Regis has a pre-emptive right on Newmont Duketon's interests in that mining operation; and
The number of shares to be issued to Newmont was reduced from that anticipated in the MOU by 10 million shares, and Regis agreed to relinguish its 1% net smelter royalty over the Aurora tenements.

As previously announced, Newmont has the right to carve out any inferred resource of 2.5 million oz contained within a circular area of 12km in diameter.

Shareholders will be aware that Regis has an obligation to spend $10 million on eligible exploration expenditure between January 2005 and May 2007. As part of the settlement, Regis was required to reimburse Newmont for Newmont's share of exploration expenditure since January 2005. It is important to note that following that reimbursement and taking into account the amounts spent on exploration by Regis in its own right since January 2005, that Regis has already spent approximately $5.3 million, of the commitment of $10 million, at the end of January 2006

Review of operations

Gold Exploration

The majority of exploration during the half-year was centred on the Scoping Study over the Moolart Well prospect area in the Duketon Regional Joint Venture, in which Regis now has a 59.2% direct and indirect interest.

The result of this work was an upgrade of the Moolart Well gold resource to 1 million oz, which increased the total Duketon region gold resources from 1.74 million oz to 2.29 million oz. Details of these upgrades were provided in the December quarterly report.

As a result of the increase to the gold resource at Moolart Well, the Directors of Regis believe that the Moolart Well gold project continues to present an attractive development prospect. This view is based on the presence of high grade laterite resource blocks (> 3g/t gold) at shallow depths, which are likely to have waste to ore strip ratios of less than 1:1 in any mine development plan. Also the underlying high grade saprolite resource blocks at depths of approximately 30-40 metres will have low strip ratios in any development.

Since the end of the half-year the Company announced the appointment of Golder Associates Pty Ltd to undertake mining optimisation studies on the Moolart Well gold project.

During the half-year exploration activities at Moolart Well were focussed not only on infill drilling but also extending the zones of known mineralisation in the laterite and the underlying saprolite. The infill drilling was designed to close up the existing 400m x 100m and 100m x 100m drilling over the resource to 50m x 50m, and in higher-grade areas 25m x 25 m spacing. In most cases the air-core drilling was continued to refusal at an average of 85 metres down hole (70 metres vertical depth).

Further detailed drilling is planned in 2006 to extend the saprolite zones identified to date. The drilling program will comprise air-core, reverse circulation and diamond drilling. Deeper drilling of fresh rock below the base of weathering is also planned to define the primary mineralisation structures beneath the known laterite and saprolite mineralisation.

Nickel Exploration

On 17 August 2005 the Company announced the commencement of a nickel exploration program focussing on the prospective Collurabbie block of tenements in the north of the Duketon joint venture holdings. By the end of the half-year the field component of the current exploration program had been completed.

The Collurabbie Project area comprises three principal ultramafic zones (western ultramafic zone, central ultramafic zone and eastern ultramafic zone) and two prominent, dominantly mafic, fractionated sills (Gidgee Sill and Acacia Sill). The ultramafic hosted Olympia Cu-Ni-PGE sulphide mineralisation, discovered by WMC Resources Ltd (now BHP Billiton Ltd) 5.3km to the north of Regis' Collurabbie project area, is interpreted to lie within the sequence defined by Regis as the western ultramafic zone.

The TEM (transient electromagnetic) survey over the Collurabbie area was completed during the December quarter. 147.5 line km of ground TEM was completed, with the majority of the survey conducted over the Western Ultramafic Zone. Seven conductor anomalies have been identified during the December quarter of which two have been excluded by drilling as graphitic and pyritic shales; the remaining anomalies are yet to be tested. The program to date has identified a number of conductor anomalies; detailed evaluation of the data and integration with historical exploration data sets is in progress.

A single reconnaissance traverse of TEM over the Sligo prospect has identified an anomalous conductor located within mafic rocks close to previous drilling results anomalous for base metals. Significant results from historical drilling within 500m of the conductor are anomalous for Ni, Cu and Pb-Zn. Further exploration is planned to define the extent of the anomalous base metals and to identify the origin of the TEM conductor.

In the Eastern Ultramafic Zone a single reconnaissance traverse of TEM has identified an unexplained conductor lying immediately to the east of a strong aeromagnetic anomaly. Follow-up mapping, soil sampling and drilling are planned in this relatively unexplored area.

Further exploration has been completed over the extensive ultramafic sequences in the Duketon region, both to the south and west of the Moolart Well area. Detailed exploration for nickel sulphides commenced on the 6 ultramafic sequences present in the Duketon Belt in the September 2005 quarter.

Corporate

Management

The Company has continued to build its new management team, and on 16 December 2005 announced the appointment of Mr Jens Balkau as General Manager - Exploration. Jens is a graduate of Adelaide University and Imperial College London, and has more than 30 years experience in exploration and management at senior levels both within Australia and overseas. He has held the positions of Divisional Exploration Manager and Exploration Manager in Western Mining Corporation ("WMC"), and has been a Director of WMC joint venture companies in China, Indonesia and the Philippines. Jens has extensive experience in the design, implementation and management of major exploration programmes for gold and nickel, and other metals. Jens is a welcome addition to our management team.

Capital Raising

On 11 January 2006 the Company announced it had agreed with Rubicon Fund Management LLP, a client of BBY Limited and Jefferies Stockbrokers, to place 110 million new shares at $0.10 per share raising $11 million.

The funds raised provide the Company with the ability to further advance its exploration programs, to settle the amounts payable to Newmont under the Newmont transaction and to provide working capital.

Newmont Transaction

At a meeting of shareholders on 31 January 2006, the issue of approximately 257 million shares to Newmont as part consideration for the acquisition of shares in Newmont Duketon was approved. The acquisition was completed on 3 February 2006 as described above. As a result Newmont is now the largest shareholder of the Company holding 37.95% of the ordinary shares on issue.

International Accounting Standards

The attached financial statements for the half-year have been prepared for the first time in accordance with the new Australian Equivalents to International Financial Reporting Standards ("AIFRS"). As a result, readers will notice significantly different disclosures from those they are used to seeing. The implementation of AIFRS has not had a major financial impact on the Company. Management has spent many hours analysing the new standards and preparing the half-yearly financial statements and I thank them for this work.

As I have mentioned above, the settlement of the Newmont Transaction occurred on 3 February 2006 and under AIFRS, it has not been booked in the interim financial statements at the end of December 2005 although contracts were signed prior to that date. Instead it is disclosed in the events subsequent to balance date note. You will note that the fair value of the ordinary shares issued to Newmont is approximately $28.2 million which is based on the market price of the Company's ordinary shares on the date of issue.

I have also mentioned the issue of shares through the capital raising activities in January/February 2006 which raised $11 million. Once again, under AIFRS, it has not been booked in the financial statements at the end of December 2005. Instead it is disclosed in the events subsequent to balance date note.

Dr G M Folie 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.

The Directors of Regis Resources N.L. present their report for the half-year ended 31 December 2005 and the review report thereon.

$\mathbf{1}$ . Directors

The Directors of the Company at any time during or since the end of the half-year are:

Name

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

Mr Marcus Rose MBA, FFin, AREI, FAICD Member of Audit Committee

Mr Glenister Lamont B. Eng (Hons), MBA, FFin, FAICD, MAusIMM Chair of Audit Committee Member of Remuneration Committee

Executive

Mr David Walker BSc (Hons), MSc, MAuslMM Managing Director

$21$ Review and Results of Operations

The Company recorded a net operating loss before tax of $638,448 for the half-year ended 31 December 2005 (31 December 2004: profit of $18,389,363).

Objectives

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

In the Leonora-Laverton area, Regis is also earning up to an 85% interest and manages exploration on the Copper Well Joint Venture with Mr Mark Creasy, and earning up to 70% equity and manages exploration in the Melita Joint Venture with Great Gold Mines N.L.

Three key opportunities have been the focus of the Company during the half-year, namely:-

expanded exploration activities in the Duketon area. Exploration work carried out in the half- $(i)$ year resulted in an upgrade of inferred and indicated resources at Moolart Well from 458,000 ounces to 1,008,000 ounces and was announced on 24 January 2006;
the commencement of a nickel of exploration program focusing on the prospective $(ii)$ Collurabbie area within the northern area of the Duketon Joint Venture tenements; and
$(iii)$ finalisation of the formal agreement with Newmont whereby the Company takes management control of the Duketon Joint Ventures, and acquires a 49% interest in the joint venture manager (Newmont Duketon Pty Ltd) in exchange for an issue of approximately 257 million ordinary shares in Regis. This agreement settled in early February 2006 following shareholder approval resulting in the Company having a total direct and indirect interest in the Duketon joint venture tenements of 59.2%.

Adoption of AIFRS

The Company has adopted Australian International Financial Reporting Standards (AIFRS) from 1 July 2005, and the interim financial report is therefore the Company's first report prepared in accordance with new AIFRS compliant accounting policies. The Company has restated comparatives on a consistent basis with the new accounting policies, with the exception of capitalised exploration costs, which are exempt from restatement under AASB 6 Exploration for and Evaluation of Mineral Resources ("AASB 6").

Income Statement

Revenue

As a minerals exploration company, Regis does not have an ongoing source of revenue. Its revenue stream is normally from ad-hoc tenement disposals and interest received on cash in bank.

In the current half-year, revenue has increased from $17,005 in 2004 to $30,523 in 2005, due to increased interest income. In 2005, as a result of the capital raisings in the second half of 2004, Regis has had higher average levels of cash in the bank over the half-year which has generated interest income of $30,523 (2004:$17,005).

Other income

Other income for 2004 primarily comprised a profit of $19,340,940 being a gain on capital restructuring that occurred in August 2004. Under previous accounting standards applicable at the time, this profit was classified as an extraordinary item, and arose from the extinguishment of all debt of the Company following the repayment of $1,000,000 and the conversion of $5,509,678 of debt into equity. The Company expects that there will be no tax payable on the debt extinguishment; however it is expected to result in a reduction of the tax losses available to be carried forward. There was no other income for 2005.

Expenses

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

Costs expensed through the income statement have decreased from $968,582 in 2004 to $668,971 in 2005. This is a net result of the following:-

$(i)$ exploration expenditure provided for or written off increased from $6,373 in 2004 to $28,116 in 2005. From 1 July 2005 the Company changed its accounting policy as part of its transition to AIFRS such that all expenditure (net of potential rent refunds) on tenements under application where there is no underlying tenure is written off. The higher expense for 2005 compared to 2004 represents the write-off of application fees and other costs incurred prior to the granting of tenure that would (subject to recoverable amount testing) have been carried forward under the previous accounting policy. As explained above, the 2004 exploration write-off to the income statement has not been restated for compliance with AASB 6.
administration costs decreased from $642,685 in 2004 to $638,449 in 2005. A key $(ii)$ component of administration costs in 2005 are consulting and contracting fees of $229,161 (2004: $467,245) which includes the services of the current Managing Director provided by Dalkeith Resources Pty Ltd and administration and company secretarial, finance, and payroll services provided by Axis Consultants Pty Ltd. In 2004, consulting and contracting costs also included corporate advisory fees paid to Dalkeith Resources Pty Ltd and Concept Equity Pty Ltd of $256,250 in regards to the restructuring of the Company which was settled in August 2004.

Direct salaries and on-costs of $108,707 for 2005 compared to $nil in 2004 follow the recruitment of employees to directly manage the operations of the Company. The Company opened its own offices during the 2005 half-year and the services previously provided by Axis Consultants Pty Ltd ceased effective 31 December 2005. Borrowing costs, which comprise interest expense, reduced from $319,524 in 2004 to $2,406 in 2005, as a result of all interest bearing debt being extinguished in August 2004.

The operating loss for the Company was $638,448 in 2005 compared with an operating profit of $18,389,363 in 2004. There is no income tax expense attributable to the operating loss for 2005 or operating profit in 2004 as the Company had allowable carried forward tax losses to offset against the operating profit in 2004.

Balance Sheet

During the half-year the Company's cash balances reduced from $2,091,508 at 30 June 2005 to $439,739 at 31 December 2005.

Exploration costs capitalised increased from $4,222,149 in 2004 to $5,293,769 in 2005. In accordance with the Company's AIFRS compliant accounting policies, 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 to the income statement.

Non current trade and other receivables represent amounts lodged with the Company's joint venture partner as security for its share of performance bonds provided to the Department of Industry and Resources WA in respect of the Duketon exploration project, together with security deposits associated with rental agreements for the Company's offices.

The Company acquired plant and equipment at a cost of $160,104 during the period (2004: $7,089), comprising office equipment for the Company's corporate office in Melbourne, and exploration office in Perth, both of which were established during the half-year.

Other non-current assets of $404,591 in 2005 (2004: $70,111) comprise pre-acquisition transaction costs associated with the acquisition of shares in Newmont Duketon Pty Ltd which was completed after the end of the 2005 half-year.

Trade and other payables of $1,167,049 represented amounts owing at 31 December 2005 for exploration costs, purchases of equipment, and administration costs.

At 31 December 2005, the Company had a negative working capital position of $705,261, and positive net assets of $4,770,989. A capital raising was in progress as at 31 December 2005, and approximately $11 million was raised in January/February 2006.

Cash Flow

Total cash inflows for the period of $53,107 were derived from interest income, proceeds from the sale of an investment, and the refund of security deposits on tenements. Cash outflows included $329,017 paid to Newmont being Regis's share of exploration costs on the Duketon Joint Ventures, and $541,363 paid by Regis directly for exploration work on the Duketon joint venture tenements and other exploration activities; $111,027 for the purchase of property, plant and equipment; $59,758 was placed on deposit as security in respect of bank guarantees for the rental of office premises in Melbourne and Perth; and $661,305 was paid for consultants and other administrative activities.

In order to meet its exploration commitments, working capital requirements and other obligations going forward, the Company raised new capital of $11 million in January/February 2006.

Restructuring

During the half-year, the Company executed the formal agreement with Newmont for the restructure of the Duketon Joint Ventures including the acquisition of a 49% interest in Newmont Duketon Pty Ltd ("Newmont Duketon"). Newmont Duketon holds an 80% direct interest in the Duketon Joint Ventures and Regis holds 20%.

On 3 February 2006 the transaction was completed, with the main component of consideration for the acquisition being the issue of approximately 257 million shares in Regis to Newmont. Following completion, Regis now holds one seat on the three member Board of Newmont Duketon. Equity accounting will be applied to account for the investment from the date of completion. The fair value of the shares issued to Newmont was approximately $28.2 million. The restructure results in Regis increasing its direct and indirect interests in the joint ventures to a total of 59.2% and taking up appointment as manager of the joint ventures.

Under the terms of the agreement Regis has an obligation to spend $10 million on eligible joint venture expenditure between January 2005 and May 2007. As part of the settlement, Regis was required to reimburse Newmont for Newmont's share of exploration expenditure since January 2005. This reimbursement together with amounts spent on exploration on these joint venture tenements by Regis in its own right since January 2005 totals approximately $5.3 million towards the $10 million commitment, as at the end of January 2006.

Events After the End of the Half-Year 3.

Other than set out in Note 7 to the interim financial statements, there has not arisen in the interval between the end of the half-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 Company significantly affected or may significantly affect

the operations of the Company
$\bullet$ the results of those operations, or
the state of affairs of the Company

in financial periods subsequent to this half-year.

4. Auditor's Independence Declaration

The auditor's independence declaration as required under Section 307C of the Corporations Act 2001 is set out on page 10 and forms part of the Directors' Report for the half-year ended 31 December 2005.

Signed in accordance with a Resolution of the Board of Directors at Melbourne this 8th day of March 2006.

G M Folie Director

D A Walker Director

Lead Auditor's Independence Declaration under Section 307C of the Corporations Act 2001 to the directors of Regis Resources N.L

I declare to that to the best of my knowledge and belief, in relation to the review for the halfyear ended 31 December 2005 there have been:

no contraventions of the auditor independence requirements as set out in the Corporations $(i)$ Act 2001 in relation to the audit; and
$(ii)$ no contraventions of any applicable code of professional conduct in relation to the audit.

$kln\sqrt{3}$

KPMG

Alion Kessen

Alison Kitchen

Melbourne

8th March 2006

Regis Resources N.L.Condensed Interim Income Statement For the Half-Year Ended 31 December 2005

	Note	31 December2005S	31 December2004$
RevenueCost of sales		30,523	17,005
Gross profit		30,523	17,005
Other operating incomeExploration and evaluation expensesAdministration expenses	$\overline{2}$	(28, 116)(638, 449)	19,340,940(6, 373)(642, 685)
Operating profit/(loss) before financing costs		(636, 042)	18,708,887
Financial expenses	$\overline{2}$	(2,406)	(319, 524)
Net financing costs		(2,406)	(319, 524)
Profit/(loss) before income tax		(638, 448)	18,389,363
Income tax expense
Profit/(loss) for the period		(638, 448)	18,389,363
Earnings per share		Cents	Cents
Basic earnings/(loss) per share attributable to ordinaryequity holders	4	(0.20)	7.42
Diluted earnings/(loss) per share attributable to ordinaryequity holders	4	(0.16)	6.56

This condensed interim income statement is to be read in conjunction with the notes to the condensed interim financial statements set out on pages 15 to 33.

Regis Resources N.L. Condensed Interim Balance Sheet As at 31 December 2005

		31 December2005	30 June2005
		$	$
CURRENT ASSETS
Cash and cash equivalents		439,739	2,091,508
Trade and other receivables		2,659	23,218
Investments held for sale			2,612
Prepayments		23,703	18,801
TOTAL CURRENT ASSETS		466,101	2,136,139
NON-CURRENT ASSETS
Trade and other receivables		234,518	194,760
Capitalised exploration expenditure		5,293,769	4,222,149
Property, plant and equipment		155,852	4,178
Other		404,591	70,111
TOTAL NON-CURRENT ASSETS		6,088,730	4,491,198
TOTAL ASSETS		6,554,831	6,627,337
CURRENT LIABILITIES
Trade and other payables		1,167,049	440,787
Employee benefits		4,313
TOTAL CURRENT LIABILITIES		1,171,362	440,787
NON-CURRENT LIABILITIES
Provisions		612,480	612,480
TOTAL NON-CURRENT LIABILITIES		612,480	612,480
TOTAL LIABILITIES		1,783,842	1,053,267
NET ASSETS		4,770,989	5,574,070
EQUITY
Issued capital	3	42,562,554	42,562,554
Share option reserveAccumulated losses		3,894(37, 795, 459)	(36,988,484)
TOTAL EQUITY		4,770,989	5,574,070

This condensed interim balance sheet is to be read in conjunction with the notes to the condensed interim financial statements set out on pages 15 to 33.

Regis Resources N.L. Condensed Interim Statement of Changes in Equity For the Half-Year Ended 31 December 2005

	Issued capital	Accumulatedlosses	Share optionreserve	Total equity
At 1 July 2004	30,627,922	(53,324,508)		(22,696,586)
Profit/(loss) for the half-yearIssued shares	$\blacksquare$11,945,457	18,389,363		18,389,36311,945,457
At 31 December 2004	42,573,379	(34, 935, 145)	$\overline{\phantom{m}}$	7,638,234

	Issued capital	Accumulatedlosses	Total equity
At 1 July 2004	30,627,922	(53, 324, 508)	(22,696,586)
Profit/(loss) for the yearIssued shares	$\blacksquare$11,934,632	16,336,024$\blacksquare$	16,336,02411,934,632
At 30 June 2005	42,562,554	(36,988,484)	5,574,070

	Issued capital	Accumulatedlosses	Share optionreserve	Total equity
At 1 July 2005	42.562.554	(36,988,484)		5,574,070
Capitalised exploration costs adjustment onimplementation of AASB 6 (Note 12)Profit/(loss) for the period		(168,527)(638, 448)		(168,527)(638, 448)
Total income/(expense) for the period		(806.975)		(806,975)
Share-based payments expense			3,894	3.894
At 31 December 2005	42.562.554	(37,795,459)	3,894	4,770,989

This condensed interim statement of changes in equity is to be read in conjunction with the notes to the condensed interim financial statements set out on pages 15 to 33.

Regis Resources N.L.Condensed Interim Statement of Cash Flows For the Half-Year Ended 31 December 2005

	31 December2005$	31 December2004$
CASH FLOWS FROM OPERATING ACTIVITIES
Cash paid to suppliers and employeesInterest receivedInterest paid	(661, 305)30,523(2,406)	(216, 360)14,938(319, 524)
NET CASH FROM OPERATING ACTIVITIES	(633, 188)	(520, 946)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for exploration expenditurePayments for joint venture exploration expenditurePayment of security deposits - officesRefund of security deposits - tenementsAcquisition of property, plant & equipmentProceeds from sale of investments	(541, 363)(329, 017)(59,758)20,000(111, 027)2,584	(239, 591)(599,058)(147, 216)(6, 562)
NET CASH FROM INVESTING ACTIVITIES	(1,018,581)	(992, 427)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issue of securitiesProceeds from borrowingsRepayment of borrowings		5,605,875202,000(1, 267, 939)
NET CASH FROM FINANCING ACTIVITIES		4,539,936
Net increase/(decrease) in cash and cash equivalents	(1,651,769)	3,026,563
Cash and cash equivalents at 1 July	2,091,508	7,098
CASH AND CASH EQUIVALENTS AT 31 DECEMBER	439,739	3,033,661

This condensed interim statement of cash flows is to be read in conjunction with the notes to the condensed interim financial statements set out on pages 15 to 33.

SIGNIFICANT ACCOUNTING POLICIES 1.

Regis Resources N.L. (the "Company") is a company domiciled in Australia. The condensed interim financial report of the Company for the half-year ended 31 December 2005 comprises the Company only and has not been consolidated with any other entity.

The condensed interim financial report was authorised for issue by the directors on 8 March 2006.

(a) Financial Position

The condensed interim financial report has been prepared on the going concern basis. While the balance sheet at 31 December 2005 shows a deficiency of working capital and the Company's projects are not yet at a stage where a source of operating cashflows has been established, the Directors consider the going concern basis is appropriate because subsequent to the end of the half-year, the Company has raised $11 million in cash by way of new issues of shares. Further detail on the capital raising is provided in Note $7(b)$ .

(b) Statement of Compliance

The condensed interim financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards, Urgent Issues Group Interpretations adopted by the Australian Accounting Standards Board ("AASB") and the Corporations Act 2001.

International Financial Reporting Standards ("IFRS") form the basis of Australian Accounting Standards adopted by the AASB, being Australian equivalents to IFRS ("AIFRS"). The interim financial report of the Company also complies with IFRSs and interpretations adopted by the International Accounting Standards Board.

This is the Company's first AIFRS condensed interim financial report for part of the period covered by the first AIFRS annual financial report and AASB 1 First time adoption of Australian equivalents to International Financial Reporting Standards. The condensed interim financial report does not include all of the information required for a full annual financial report.

The interim financial report is to be read in conjunction with the most recent annual financial report, however, the basis of their preparation is different to that of the most recent annual financial report due to the first time adoption of AIFRSs. This report must also be read in conjunction with 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.

An explanation of how the transition to AIFRSs has affected the reported financial position, financial performance and cashflows of the Company is provided in Note 11. This note includes reconciliations of equity and profit or loss for comparative periods reported under Australian GAAP ("previous GAAP") to those reported for those periods under AIFRSs.

(c) Basis of Preparation

The financial report is presented in Australian dollars and is prepared on the historical cost basis.

Non-current assets held for resale are stated at the lower of carrying amount and fair value less costs to sell.

The preparation of an interim financial report in conformity with AASB 134 Interim Financial Reporting requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.

SIGNIFICANT ACCOUNTING POLICIES CONTINUED 1.

(c) Basis of Preparation continued

These 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.

This condensed interim financial report has been prepared on the basis of AIFRSs on issue that are effective or available for early adoption at the Company's first AIFRS annual reporting date, 30 June 2006. Based on these AIFRSs, the Board of Directors has made assumptions about the accounting policies expected to be adopted when the first AIFRS annual financial report is prepared for the year ending 30 June 2006.

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

AASB 6 Exploration for and Evaluation of Mineral Resources

As permitted under this standard, the Company has elected not to restate the comparative information in the condensed interim income statement and the condensed interim balance sheet to reflect the ongoing AIFRS requirements of AASB 6.

The Australian Accounting Standards and UIG Interpretations that will be effective or available for voluntary early adoption in the annual financial statements for the period ended 30 June 2006 are still subject to change therefore cannot be determined with certainty. Accordingly, the accounting policies for that annual period that are relevant to this interim financial information will be determined only when the first AIFRS financial statements are prepared at 30 June 2006.

The preparation of the condensed interim financial report in accordance with AASB 134 resulted in changes to the accounting policies as compared with the most recent annual financial statements prepared under previous GAAP. Except for the application of AASB 6 Exploration for and Evaluation of Mineral Resources, the accounting policies set out below have been applied consistently to all periods presented in these condensed interim financial statements. They also have been applied in preparing an opening AIFRS balance sheet at 1 July 2004 for the purposes of the transition to Australian Accounting Standards - AIFRSs, as required by AASB 1. The impact of the transition from previous GAAP to AIFRSs is explained in Note 11. Where relevant, the accounting policies applied to the comparative period have been disclosed if they differ from the current period policy. The accounting policies have been applied consistently throughout the Company for purposes of this condensed interim financial report.

(d) Basis of consolidation

(i) Subsidiaries

The Company has a single, controlled entity that has not operated since incorporation. Consolidated accounts have therefore not been prepared.

(ii) Joint venture operations

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

each of the individual assets employed in the joint venture;
liabilities incurred by the Company 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.

SIGNIFICANT ACCOUNTING POLICIES CONTINUED 1.

(e) Property, plant & 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 (j)). 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.

Certain items of property, plant and equipment that have been revalued to fair value on 30 June 2005 are measured on the basis of deemed costs, being the revalued amount at the date of that revaluation.

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 Company 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 Company 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 calculated 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 periods are as follows:

Plant and equipment $3 - 5$ years ٠
Motor vehicles $3 - 5$ years $\bullet$
Fixtures and fittings $3 - 5$ years
$3 5$ years Computer equipment

(f) Investments in debt and equity securities

Current accounting policy

Financial instruments held for trading are classified as current assets and are stated at fair value, with any resultant gain or loss recognised in the income statement. The Company has not designated any other financial assets or liabilities as measured at fair value through profit or loss.

The fair value of financial instruments classified as held for trading and available-for-sale is their quoted bid price at the balance sheet date.

Financial instruments classified as held for trading or available-for-sale investments are recognised/ derecognised by the Company on the date it commits to purchase/sell the investments.

Comparative period policy

Investments in other listed entities are measured at the lower of cost and recoverable amount.

(g) Trade and other receivables

Trade and other receivables are stated at their cost less impairment losses (refer accounting policy (i)).

SIGNIFICANT ACCOUNTING POLICIES CONTINUED 1.

(h) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with an original maturity of six months or less.

(i) Exploration and evaluation expenditure

Current accounting policy

Costs incurred in relation to tenements prior to the granting of tenure are written off to the income statement.

Exploration and evaluation expenditure incurred by the Company is accumulated for each area of interest and recorded as an asset where the rights of tenure are current and:

(a) it is expected that the expenditure will be recouped by future development and exploitation or sale: or
(b) where activities in the area of interest have not vet reached a stage which permits reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in relation to the area are continuing.

Ultimate recoupment of exploration expenditure carried forward is dependant on successful development and commercial exploitation, or alternatively sale of the respective areas.

At the end of each accounting period impairment testing is performed on the balances of expenditure carried forward when facts and circumstances suggest that the carrying amount 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. Accumulated exploration and evaluation cost are written off to the income statement to the extent to which they are considered to be impaired.

Comparative accounting policy

The accounting policy of the comparative period was substantially the same as described above with the exception that costs incurred on tenements prior to the granting of tenure were carried forward subject to impairment testing at the end of the period.

The quantitative effect of the change in this accounting policy to the current policy is set out in Notes 11 and 12.

(j) Impairment

At each reporting date, the Company assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Company 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.

Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset's value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

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.

SIGNIFICANT ACCOUNTING POLICIES CONTINUED 1.

(k) 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 measured at the amounts to be paid when the liabilities are settled.

(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 an expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the participants become unconditionally entitled to the options. The fair value of the options granted is measured using a Black-Scholes option pricing model, adjusted for the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that are expected to vest except where forfeiture is only due to prices not achieving the threshold for vesting.

(I) Provisions

A provision is recognised in the balance sheet when the Company 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. If the effect 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 activities have previously taken place. The provision includes rehabilitation of former mining waste dump and pit areas and exploration drillholes. These costs have been determined based on current costs, current legal requirements and current technology. The provision is measured as the present value of the estimated future expenditure and a corresponding rehabilitation asset is also recognised. In determining the restoration obligations the Company has assumed no significant changes will occur in the Federal and State legislation in relation to restoration of such areas.

(m) Trade and other payables

Trade and other payables are stated at cost.

(n) Revenue

Interest income

Interest income is recognised when it is accrued.

(o) 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) Net financing costs

Net financing costs comprise interest payable on borrowings.

SIGNIFICANT ACCOUNTING POLICIES CONTINUED 1.

(p) Income tax

Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. As it is estimated the Company has not derived taxable income in either the current or previous periods, tax payable has not been brought to account.

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.

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.

(g) 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 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.

(r) Segment reporting

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

		31 December2005S	31 December2004$.
2.	REVENUE AND EXPENSES
	Profit/(loss) before income tax (expense)/benefit has beenarrived at after crediting/(charging) the following items:
	Revenue
	Interest income	30,523	17,005
	Other operating income/(expense)
	Other income		19,340,940
	Depreciation expense	(1,834)
	Employee benefits	(108, 707)
	Share-based payments	(3,894)
	Consulting fees:
	Related entities	(81, 941)	(421, 526)
	Other entities	(147, 220)	(45, 719)
	Operating lease rental expense	(2,081)
	Financial expenses
	Interest paid to related entities		(318, 144)
	Interest paid to other entities	(2,406)	(1,380)
		(2,406)	(319, 524)

On 1 September 2004 following shareholder approval of a restructuring of the Company on 18 August 2004, debts owing to companies associated with Mr J I Gutnick were extinguished following the payment of $1 million. This gave rise to a profit which is disclosed as Other income in the comparative figures above.

The Company's operations for the interim period ended 31 December 2005 were not subject to seasonal or cyclical fluctuations.

		31 December2005	30 June2005
3.	CONTRIBUTED EQUITY		S.
	Ordinary sharesIssued and paid up capital 325,761,366 (30 June 2005:

325,761,366) shares

There were no movements in the ordinary share capital of the Company for the half-year ended 31 December 2005. Details of the movements in ordinary share capital for the comparative period are contained in the 2005 annual report of the Company.

42,562,554

Options

10,450,000 employee share options were issued on 28 November 2005 at an exercise price of $0.12 which, if exercised, will entitle the option holder to one fully paid share in the Company for each option. Conditions attached to the options are described in Note 5. These options have an expiry date of 25 November 2010.

EARNINGS PER SHARE 4.

Basic earnings per share

The calculation of basic earnings per share for the half-year ended 31 December 2005 was based on the loss attributable to ordinary shareholders of $638,448 (half-year ended 31 December 2004 profit of $18,389,363) and a weighted average number of ordinary shares outstanding during the half-year ended 31 December 2005 of 325,761,366 (half-year ended 31 December 2004: 246,949,126) calculated as follows:

	31 December2005S	31 December2004S
Profit/(loss) attributable to ordinary shareholdersfor the half-year ended 31 December 2005
Profit/(loss) for the period	(638, 448)	18,839,363
Weighted number of ordinary shares for the half-year ended 31 December 2005	No of shares	No of shares
Weighted average number of ordinary shares atbeginning of period	325,761,366	139.433.499
Effect of share issue 26 August 2004		106,093,098
Effect of share issue 22 December 2004		39,130
Effect of share issue 23 December 2004		1.383.399
Weighted average number of ordinary shares at end
of period	325,761,366	246,949,126

Diluted earnings per share

The calculation of diluted earnings per share for the half-year ended 31 December 2005 was based on the loss attributable to ordinary shareholders of $638,448 (half-year ended 31 December 2004 profit of $18,389,363) and a weighted number of potential ordinary shares outstanding during the half-year ended 31 December 2005 of 388,626,687 (half-year ended 31 December 2004: 387,748,884) calculated as follows:

	31 December2005S	31 December2004S.
Profit/(loss) attributable to ordinary shareholders(diluted) for the half-year ended 31 December 2005
Profit/(loss) for the period (diluted)	(638,448)	18.389.363
Weighted number of ordinary shares (diluted) forthe half-year ended 31 December 2005	No of shares	No of shares
Weighted average number of ordinary shares at31 DecemberEffect of options issued 30 June 2004Effect of options issued 26 August 2004	325,761,36641,636,42121,228,900	246,949,12793.955.49546.844.262
Weighted average number of ordinary shares (diluted)at 31 December	388,626,687	387.748.884

EMPLOYEE BENEFITS 5.

Share-based payments

On 28 November 2005, the Company granted options under the Regis Resources N.L. 2005 Share Option Plan which allows directors, officers and senior employees to purchase shares in the Company. 10,450,000 options were issued at an exercise price of $0.12. Participants must remain eligible to participate in the plan throughout the 2 year vesting period, and cannot exercise the options until after 28 November 2007. For each participant, the first 50% ("Tranche 1") of the options are only exercisable if the share price has traded at or above $0.15 for a 20 day trading period and the remaining options ("Tranche 2") are exercisable only if the share price has traded at or above $0.18 for a 20 day trading period. All these options expire on 25 November 2010.

Fair value of share options and assumptions used

	2005	2004
Fair value at measurement date		N/A
Tranche 1	1.1c
Tranche 2.	0.5c
Share price	11.5c
Exercise price	12.0c
Expected volatility (estimated average volatility usedin modelling under Black-Scholes model)	27%
Option life (based on period to expiry)	5 years
Expected dividends	Nil
Risk free interest rate (based on 180 day bank bill rate)	5.68%

In estimating a fair value of these options, the Black-Scholes valuation has been adjusted for a probability factor to reflect the likelihood of market conditions attaching to the options being met.

In addition, the Company had granted share options prior to 1 January 2005 which remain outstanding. In accordance with the transitional provisions in AASB 1 and AASB 2, the recognition and measurement principles in AASB 2 have not been applied to this grant and accordingly, the comparatives have not been restated.

6. PROPERTY, PLANT & EQUIPMENT

Acquisitions and disposals

During the six months ended 31 December 2005, the Company acquired assets with a cost of $160,104 (half-year ended 31 December 2004: $7,089). No assets were disposed of during the period.

7. EVENTS SUBSEQUENT TO INTERIM BALANCE SHEET DATE

(a) Acquisitions of investments in associates after the reporting date

On 3 February 2006, the Company completed the acquisition of a 49% shareholding in Newmont Duketon Pty Ltd. Newmont Duketon Pty Ltd was a 100% owned subsidiary of Newmont Australia Limited group ("Newmont") and holds an 80% interest in the Duketon Region and Rosemont Duketon Joint Ventures, in which the Company holds the remaining 20% direct interest. In addition to the acquisition of shares in Newmont Duketon Pty Ltd, the agreement included the granting of a call option to the Company giving it the right to acquire a further 26% interest in Newmont Duketon Pty Ltd that is exercisable on the completion of an expenditure commitment of $10 million on the Duketon Region and Rosemont Duketon Joint Venture properties by the Company.

EVENTS SUBSEQUENT TO INTERIM BALANCE SHEET DATE CONTINUED $\overline{7}$ .

(a) Acquisitions of investments in associates after the reporting date continued

Consideration for the above comprised:

The issue of 256,532,027 fully paid ordinary shares in the Company to Newmont Capital Pty Ltd;
The grant by the Company to Newmont of a put option over the balance of Newmont's interest in Newmont Duketon Pty Ltd if Regis fails to meet its expenditure commitments by 31 May 2007 or fails to exercise the call option;
The relinguishment of a 1% net smelter royalty over the Aurora Joint Venture tenements which had no value in the books of Regis; and
The agreement to grant a 2% net smelter royalty over any future production from the joint venture properties.

The cost of the acquisition has been provisionally determined as $28,504,728, comprising the fair value of the ordinary shares issued based on market price at the date of the transaction of $28,218,523, and transaction costs associated with the acquisition of $286,205. The total cost of acquisition is preliminary pending finalisation of all associated transaction costs.

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

Increase in investments

$28,504,728

Further, under the terms of the agreement the Company is required to sole fund allowable joint venture expenditure on the Joint Ventures with effect from 1 January 2005. This commitment is described further in Note 10. Accordingly, settlement of the transaction with Newmont included reimbursement of exploration expenditure that had been funded by Newmont to the extent of its 80% joint venture interests from 1 January 2005 to 31 January 2006. This reimbursement totalled $3,717,827 and was settled by a cash payment to Newmont on 3 February 2006. The financial effect was an increase in capitalised exploration expenditure and a reduction in cash.

As a result of the acquisition, the Company obtained indirect interests in the Duketon Region and Rosemont Duketon Joint Ventures of 39.2% each, and therefore the Company's share of environmental guarantees associated with the joint ventures increased. The nature of these environmental guarantees is described in the 2005 annual report of the Company. On settlement of the acquisition, the Company was required to place an additional cash deposit of $385,212 with Newmont to cover the increased effective share of these quarantees.

(b) Equity issues after the reporting date

The following changes in the issued capital of the Company occurred subsequent to 31 December 2005.

On 16 January 2006, 48,864,200 fully paid ordinary shares were issued for cash at a price of $0.10 per share raising capital of $4,886,420.

On 3 February 2006, 256,532,027 fully paid ordinary shares in the Company were issued as part of the consideration for the acquisition of a 49% interest in Newmont Duketon Pty Ltd as detailed above.

On 3 February 2006, 61,135,800 fully paid ordinary shares were issued for cash at a price of $0.10 per share raising capital of $6,113,580.

The financial effect of these share issues, after taking account of associated transaction costs totalling approximately $682,000, was an increase in issued capital of $38,536,386, and an increase in cash of $10,436,250.

EVENTS SUBSEQUENT TO INTERIM BALANCE SHEET DATE CONTINUED 7.

(b) Equity issues after the reporting date continued

Options issued

On 17 February 2006, the Company granted 3,700,000 options under the Regis Resources N.L. 2005 Share Option Plan to officers and senior executives of the Company. The options were issued on the same terms and conditions as the employee options described in Note 5.

The financial effect of the issue of these options will be to increase the charge to the income statements of future periods such that the fair value of the options is amortised over the vesting period.

Options cancelled

On 24 February 2006, 70,000 options that had been granted under an employee option plan in March 2000 were cancelled in accordance with the rules of that option plan.

CHANGES TO BUSINESS COMBINATIONS HAVING A MATERIAL EFFECT 8.

The Company has not gained or lost control over any other entities or operations during the half-year.

9. CONTINGENCIES

Contingent liabilities - changes during the half-year

During the half-year ended 31 December 2005, the Company received a refund of $20,000 relating to deposits that had been held by the Department of Business, Industry and Resources Development, Northern Territory for the purposes of guaranteeing the Company's performance in respect of site restoration over formerly surrendered exploration licenses. The refund followed inspections by the Department to satisfy itself that the Company had met all its obligations in relation to this ground. Accordingly the Company no longer has any contingent liability in relation to previously held exploration licenses in the Northern Territory.

The Company has provided security by way of a Mining Act mortgage in respect of a loan amount of $12,842,748 that had been assigned to Edensor Nominees Pty Ltd, a company related to a former director, in 2002. Full details of the security provided are set out in the 2005 annual report. A company related to Edensor Nominees Pty Ltd has provided security to Regis Resources N.L. in case the security provided by Regis is called. At 1 February 2006 the value of that security was $8,169,514. Discussions are being held with the security provider to ensure the level of security required by contractual arrangements is in place.

Other than the items described above and items associated with events subsequent to balance sheet date set out in Note 7, there has been no material change to the contingent liabilities of the Company since 30 June 2005.

COMMITMENTS 10.

(a) Changes in existing commitments

The Company is required to meet certain expenditure commitments in order to preserve interests in its current tenements, and to contribute, in accordance with its participating joint venture interests, to the expenditure requirements of tenements in which it has an interest under joint venture arrangements.

Details of the nature of these commitments are set out in the 2005 annual report of the Company. As a result of the Mining Amendment Act 2005 assented to by the Western Australian Government on 12 December 2005 and effective 10 February 2006, the amounts which may be required to retain existing tenements has changed. These commitments have been recalculated as follows:

	31 December 2005	30 June 2005
	S	S
Tenement exploration commitments
Not later than one year	425,720	345,720
Later than one year but not later than five years	1,712,880	838,240
	2,138,600	1,183,960
Joint venture exploration commitments - Company's share
Not later than one year	797,364	476.537
Later than one year but not later than five years	3,172,416	1,810,934
Later than five years but not later than twenty one years	1.561.480	1,557,303
	5,531,260	3,844,774

Subsequent to the end of the half-year, the Company undertook a $10 million sole funding arrangement in respect of the joint ventures to which the above joint venture exploration commitments refer – see Note 10(c). Expenditure made by the Company in satisfying the joint venture exploration commitments set out above will count toward satisfaction of that $10 million sole funding commitment.

The Mining Amendment Act 2005 provides some scope for the Company to rationalise its expenditure commitments on its own tenements and tenements subject to joint ventures by restructuring various licenses held over the ground. The Company is actively managing its options in this regard such that required commitment levels are contained to the extent possible without the loss of prospective ground. This process is expected to result in a reduction in the commitment amounts set out above.

(b) New commitments entered into during the half-year

During the half-year, the Company entered into operating lease agreements for the rental of office premises and a communications system, each with a period of 3 years. At the end of the agreements, the Company will have no legal obligation to renew the leases. The minimum lease payments due under the terms of the agreements are as follows:

	31 December 2005	30 June 2005

Not later than one year	177.128
Later than one year but not later than five years	320.792
	497.920

COMMITMENTS CONTINUED $101$

(c) Additional commitments arising after the balance sheet date

As part of the agreement to acquire shares in an associate entered into after the balance date which is described in Note 7, the Company has committed to sole fund all operations and expenditures of the Duketon Region Joint Venture and the Rosemont Duketon Joint Venture with effect from 1 January 2005 until the Company has spent a total of $10,000,000 on the joint ventures. The $10,000,000 expenditure commitment must be completed by 31 May 2007, with a minimum of $3,000,000 to be spent in either of the years ending 31 May 2006 or 31 May 2007.

As at the balance sheet date, the Company had spent approximately $1,520,000 that qualifies as part of the sole funding commitment.

Reimbursements paid to Newmont after the balance date as part of the settlement of the acquisition, together with additional expenditure incurred by the Company on the joint venture tenements in January 2006 contributed a further $3.8 million towards meeting this commitment, such that by the end of January 2006 the Company had met approximately $5.3 million of this commitment.

EXPLANATION OF TRANSITION TO AIFRSS 11.

As stated in Note 1, these are the Company's first condensed interim financial statements for part of the period covered by the first AIFRS annual financial statements prepared in accordance with Australian Accounting Standards - AIFRSs.

The accounting policies in Note 1 have been applied in preparing the condensed interim financial statements for the half-year ended 31 December 2005, the comparative information for the half-year ended 31 December 2004, the financial statements for the year ended 30 June 2005 and the preparation of an opening AIFRS balance sheet at 1 July 2004 (the Company's date of transition).

In preparing its opening AIFRS balance sheet, the comparative information for the half-year ended 31 December 2004 and the financial information for the year ended 30 June 2005, the Company has adjusted amounts reported previously in financial statements prepared in accordance with its old basis of accounting ("previous GAAP"), with the exception of the comparative financial information in relation to capitalised exploration expenditure, which under AASB 6 is not required to be restated.

An explanation of how the transition from previous GAAP to AIFRSs has affected the Company's financial position, financial performance and cashflows is set out in the following tables and accompanying notes.

EXPLANATION OF TRANSITION TO AIFRSS CONTINUED 11.

Notes to the reconciliation of equity

(a) The Company's current accounting policy for exploration and evaluation expenditure as set out in Note 1 (i) is compliant with AASB 6 Exploration for and Evaluation of Mineral Resources which was issued in December 2004. Comparative financial information is not required to be restated under AASB 6 and accordingly the relevant comparatives have not been restated in these condensed interim financial statements. Rather, the transition to AASB 6 has been dealt with as a change in accounting policy on 1 July 2005.

At 30 June 2004, the carrying value of capitalised exploration costs was based on an independent specialist report prepared in April/May 2004; and at 30 June 2005 the carrying value was based on an independent specialist report prepared in June 2005. Under AIFRS, the carrying values were reassessed by taking into account expenditure, net of refundable rents, on ungranted tenements that have no underlying tenure. The assessed but unadjusted change to the carrying value of the asset at 30 June 2004 under AIFRS was a decrease of $154,654 and at 30 June 2005, a decrease of $168,527 (cumulative).

On 1 July 2005 the assessed change to the balance of capitalised exploration costs as detailed above was posted directly into equity, and has been reflected in the Condensed Interim Statement of Changes in Equity in this report. The accounting policy change has been described in Note 12 below.

(b) Impairment of Assets - The recoverable amount of non-current assets has been assessed as the higher of net selling price and value in use, on a discounted basis.

Under previous GAAP, the Company assessed recoverable amounts of non-current assets based on undiscounted future net cash flows. The Company's non-current assets (other than exploration and evaluation and receivable assets) are not material and therefore the change in the determination of the recoverable amount did not have a material effect on the Company's financial position.

The Company has lodged a cash deposit with its managing joint venture partner, for its share of guarantees in line with its joint venture participating interest, for performance obligations under the terms and conditions of mining leases and exploration licences in Western Australia.

The use of discounting in determining recoverable amount based on the then current interest rate and the assumption that the deposit would not be called for the next two years was, at 30 June 2005, a decrease in the receivable to $174,760. The adjustment to the profit the year ended 30 June 2005 was a decrease of $19,130. Receivables at 30 June 2004 were not material.

(d) Property Plant and Equipment

Equipment purchased during the year ending 30 June 2005 was impairment tested, and was revalued down by $1,742. The fair values were determined directly by reference to observable prices in an active market. There was no property, plant and equipment on hand at 30 June 2004.

EXPLANATION OF TRANSITION TO AIFRSS CONTINUED $111$

Notes to the reconciliation of equity continued

(e) Restoration, rehabilitation and environmental expenditure.

The transition from previous GAAP to AIFRS required the Company to remeasure the existing environmental rehabilitation provision to the present value of the future expenditure and recognise a related rehabilitation asset as part of capitalised exploration costs.

Under AIFRS a provision was determined as at 30 June 2004 of $45,800. This was not brought to account in the derivation of the opening balances of these condensed interim financial statements, in line with the available exemption in AASB 6 whereby comparative balances of capitalised exploration expenditure are not required to be restated. At 30 June 2005, the Company had booked a provision under AGAAP which was calculated at the present value of the future expenditure.

(f) Income Tax

The change from the calculation of deferred tax balances using the income statement method to the AIFRS compliant policy of using the balance sheet method has had no impact on recognised deferred tax balances or on income tax expense. Recoupment of the Company's carry forward tax losses cannot yet be considered probable as defined in AASB 112 Income Taxes, therefore deferred tax balances remain unrecognised as was the case under the "virtually certain" test under previous GAAP.

(g) Share Based Payments

Under AASB 2 Share-based Payment, the Company is required to determine the fair value of options issued to employees as remuneration and recognise an expense in the income statement. It applies to all share-based payments issued after 7 November 2002 which have not vested as at 1 January 2005. No adjustment has been made for share based payments made prior to 1 January 2005 as the Company has elected not to re-calculate comparatives and it had not disclosed the fair value of those equity instruments, determined at measurement date, at the time.

(h) Non current Liabilities

Restatement of debt at fair value rather than cost and the recognition of the movement through the income statement have been considered but as the debt concerned was settled in August 2004, it is considered that no adjustment is appropriate.

(i) Reclassifications and descriptions

The Company has adopted the AIFRS presentation requirements of AASB 101 Presentation of Financial Statements in preparing these interim financial statements. As a result certain reclassifications of balance sheet and income statement items have been made in restating the comparatives, including the reclassification of a gain on debt forgiveness classified as extraordinary under previous GAAP to other income under AIFRS.

(j) Restated AIFRS Statement of Cash Flows for the year end 30 June 2005

No material impacts on cash flow arose from the adoption of AIFRS.

11. EXPLANATION OF TRANSITION TO AIFRSs continued Summary of transitional adjustments continued

The following table sets out the adjustments to the Statements of Financial Position of the Company at transition to AIFRS as at 1 July 2004 and for the AIFRS comparative periods Balance Sheets as at 31 December 2004 and 30 June 2005.

Reconciliation of Equity

	THE COMPANY1 JULY 2004				THE COMPANY31 DECEMBER 2004		THE COMPANY30 JUNE 2005
	PreviousGAAP	Transitionimpact	AIFRS	PreviousGAAP	Transitionimpact	AIFRS	PreviousGAAP	Transitionimpact	AIFRS
ASSETS
Current assets
Cash and cash equivalents	7,098		7,098	3,033,661		3,033,661	2,091,508		2,091,508
Receivables	14,599		14,599	73,952		73,952	23,218		23,218
Investments held for sale		٠						2,612	2,612
Other current assets	77,126	٠	77,126		$\cdot$		12,251	6,550	18,801
	98,823	$\tilde{\phantom{a}}$	98,823	3,107,613		3,107,613	2,126,977	9,162	2,136,139
Total current assets	98,823	$\tilde{\phantom{a}}$	98,823	3,107,613	$\scriptstyle\star$	3,107,613	2,126,977	9.162	2,136,139
Non-current assets
Other financial assets	3,155		3,155	3,154		3,154
Plant and equipment	$\overline{r}$			7,089	$\overline{a}$	7,089	5,920	(1,742)	4,178
Exploration expenditure	3,300,526	$\tilde{\phantom{a}}$	3,300,526	4,928,951		4,928,951	4,222,149		4,222,149
Other non-current receivableassets	68,500		68,500	220,003		220,003	293,163	(28, 292)	264,871
Total non-current assets	3,372,181	$\tilde{\phantom{a}}$	3,372,181	5,159,197	$,$	5,159,197	4,521,232	(30, 034)	4,491,198
Total assets	3,471,004		3,471,004	8,266,810		8,266,810	6,648,209	(20, 872)	6,627,337

EXPLANATION OF TRANSITION TO AIFRSs continued Summary of transitional adjustments continued Reconciliation of Equity continued

	THE COMPANY1 JULY 2004				THE COMPANY31 DECEMBER 2004			THE COMPANY30 JUNE 2005
	PreviousGAAP	Transitionimpact	AIFRS	PreviousGAAP	Transitionimpact	AIFRS	PreviousGAAP	Transitionimpact	AIFRS
LIABILITIES
Current liabilities
Trade and other payables	283,886		283,886	434,686		434,686	440,787		440,787
Total current liabilities	283,886		283,886	434,686		434,686	440,787		440,787
Non-current liabilities
Long-term borrowings	25,883,704		25,883,704
Long-term provisions				193,890		193,890	612,480		612,480
Total non-current liabilities	25,883,704		25,883,704	193,890		193,890	612,480		612,480
Total liabilities	26,167,590		26,167,590	628,576		628,576	1,053,267		1,053,267
Net Assets (Deficiency)	(22,696,586)	$\tilde{\phantom{a}}$	(22, 696, 586)	7,638,234	$\cdot$	7,638,234	5,594,942	(20, 872)	5,574,070
EQUITY
Share capital	30,627,922		30,627,922	42,573,379		42,573,379	42,562,554		42,562,554
Retained losses	(53, 324, 508)	$\cdot$	(53, 324, 508)	(34, 935, 145)		(34, 935, 145)	(36.967, 612)	(20, 872)	(36,988,484)
Total Equity	(22,696,586)	$\tilde{\phantom{a}}$	(22,696,586)	7,638,234		7,638,234	5,594,942	(20, 872)	5,574,070

11. EXPLANATION OF TRANSITION TO AIFRSs continued Summary of transitional adjustments continued

Reconciliation of Profit for the half year ended 31 December 2004 and year ended 30 June 2005

	THE COMPANY31 DECEMBER 2004		THE COMPANY30 JUNE 2005
	PreviousGAAP	Transitionimpact	AIFRS	PreviousGAAP	Transitionimpact	AIFRS
Revenue	17,006	(1)	17,005	73,940		73,940
Other income	$\blacksquare$	19,340,940	19,340,940	5,745	19,340,940	19,346,685
Exploration expenditure written off	(6,373)		(6, 373)	(840, 250)		(840, 250)
Depreciation and amortization expense				(1, 169)		(1, 169)
Impairment of property, plant and equipment					(1, 742)	(1,742)
Administration expenses	(642, 685)	$\overline{ }$	(642, 685)	(1,218,649)	$\overline{a}$	(1,218,649)
Impairment of non current assets					(19, 130)	(19, 130)
Borrowing costs	(319,524)	$\ddot{}$	(319, 524)	(320, 898)	$\tilde{\phantom{a}}$	(320, 898)
Mining royalty fully provided				(682, 220)		(682, 220)
Provision for diminution of investments				(542)	$\overline{a}$	(542)
Carrying value of non current assets sold	(1)	1		(1)		(1)
Profit from extraordinary items	19,340,940	(19,340,940)		19,340,940	(19,340,940)
Profit from continuing operations	18,389,363	$\cdot$	18,389,363	16,356,896	(20, 872)	16,336,024
Profit before income tax expense	18,389,363	$\overline{ }$	18,389,363	16,356,896	(20, 872)	16,336,024
Income tax expense
Profit after tax for the period/ year	18,389,363	÷	18,389,363	16,356,896	(20, 872)	16,336,024

Basic Earnings Per Share	7.42		7.42	5.71	(0.01)	5.70
Diluted Earnings Per Share	6.56		6.56	4.89	(0.00)	4.89

11. EXPLANATION OF TRANSITION TO AIFRSs continued

Summary of transitional adjustments continued

Summary of Impact of Transition to AIFRS on Accumulated losses is as follows:

	1 July 2004	31 Dec 2004	30 June 2005
Impairment in carrying value of property, plant & equipment	$\overline{r}$	$\cdot$	(1.742)
Impairment in carrying value of receivables	$\sim$	$\sim$	(19, 130)
Total adjustment to equity	$\sim$	$\mathbf{r}$	(20, 872)

$12.$ CHANGES IN ACCOUNTING POLICY

During the current financial period, the Company adopted AASB 6 Exploration for and Evaluation of Mineral Resources. This change in accounting policy has been adopted in accordance with the transition rules contained in AASB 1, which does not require the restatement of comparative information for capitalised exploration expenditure within the scope of AASB 6.

The adoption of AASB 6 has resulted in the Company recognising an adjustment to the balance of capitalised exploration expenditure in the current period. This change has been accounted for by reducing the opening balance of equity (increase in accumulated losses) on 1 July 2005 by $168,527 and reducing the opening balance of capitalised exploration costs in the balance sheet by the same amount. The calculation basis for this adjustment in explained at Note 11(a) above. The effect of this adjustment has been included in the Condensed Interim Statement of Changes in Equity.

The transitional provision will not have any effect in future accounting periods.

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

In the opinion of the Directors of Regis Resources N.L. ("the Company"):

$(a)$ The accompanying financial statements and notes set out on pages 11 to 33 are in accordance with the Corporations Act 2001, including:
- giving a true and fair view of the financial position of the Company as at 31 December 2005 $(i)$ and of its performance;
- complying with Australian Accounting Standards and the Corporations Regulations 2001; and $(ii)$
$(b)$ 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 8th day of March 2006.

G M Folie Director

D A Walker Director

Independent review report to the members of Regis Resources NL

Scope

The financial report and directors' responsibility

The financial report comprises the condensed interim statement of income, balance sheet, statement of changes in equity, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for Regis Resources NL ("the Company"), for the half-year ended 31 December 2005.

The directors of the Company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report. The directors are also responsible for preparing the relevant reconciling information regarding adjustments required under the Australian Accounting Standard AASB 1 First-Time Adoption of Australian equivalents to International Financial Reporting Standards.

Review approach

We conducted an independent review in order for the Company to lodge the financial report with the Australian Securities and Investments Commission. Our review was conducted in accordance with Australian Auditing Standards applicable to review engagements.

We performed procedures in order to state whether on the basis of the procedures described anything has come to our attention that would indicate the financial report does not present fairly, in accordance with the Corporations Act 2001, Australian Accounting Standard AASB 134 Interim Financial Reporting and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the Company's financial position, and of its performance as represented by the results of its operations and cash flows.

We formed our statement on the basis of the review procedures performed, which were limited primarily to:

enquiries of company personnel; and
analytical procedures applied to the financial data.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our review was not designed to provide assurance on internal controls.

The 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.

A review cannot guarantee that all material misstatements have been detected.

Statement

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe the half-year financial report of Regis Resources NL 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 2005 and of its performance for the half-year ended on that date; and
- ii. complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001; and
b) other mandatory financial reporting requirements in Australia.

$kln\phi$

KPMG

Alisa Keena

Alison Kitchen Partner

Melbourne

8th March 2006

AI assistant

REGIS RESOURCES LIMITED — Interim / Quarterly Report 2006

65733_rns_2006-03-08_de3349b3-dcbe-46c3-bc00-9d14707f50cd.pdf

REGIS RESOURCES N.L. ABN 28 009 174 761

REPORT TO SHAREHOLDERS FOR THE HALF-YEAR ENDED 31 DECEMBER 2005

THIS REPORT SHOULD BE READ IN CONJUNCTION WITH THE 2005 ANNUAL FINANCIAL REPORT

Introduction

Duketon Joint Venture Restructure

Review of operations

Gold Exploration

Nickel Exploration

Corporate

Management

Capital Raising

Newmont Transaction

International Accounting Standards

$\mathbf{1}$ . Directors

Executive

$21$ Review and Results of Operations

Objectives

Adoption of AIFRS

Income Statement

Revenue

Other income

Expenses

Balance Sheet

Cash Flow

Restructuring

Events After the End of the Half-Year 3.

4. Auditor's Independence Declaration

Lead Auditor's Independence Declaration under Section 307C of the Corporations Act 2001 to the directors of Regis Resources N.L

Regis Resources N.L.Condensed Interim Income Statement For the Half-Year Ended 31 December 2005

Regis Resources N.L. Condensed Interim Balance Sheet As at 31 December 2005

Regis Resources N.L. Condensed Interim Statement of Changes in Equity For the Half-Year Ended 31 December 2005

Regis Resources N.L.Condensed Interim Statement of Cash Flows For the Half-Year Ended 31 December 2005

SIGNIFICANT ACCOUNTING POLICIES 1.

(a) Financial Position

(b) Statement of Compliance

(c) Basis of Preparation

SIGNIFICANT ACCOUNTING POLICIES CONTINUED 1.

(c) Basis of Preparation continued

(d) Basis of consolidation

(i) Subsidiaries

(ii) Joint venture operations

SIGNIFICANT ACCOUNTING POLICIES CONTINUED 1.

(e) Property, plant & equipment

(i) Owned assets

(ii) Subsequent costs

(iii) Depreciation

(f) Investments in debt and equity securities

Current accounting policy

Comparative period policy

(g) Trade and other receivables

SIGNIFICANT ACCOUNTING POLICIES CONTINUED 1.

(h) Cash and cash equivalents

(i) Exploration and evaluation expenditure

Current accounting policy

Comparative accounting policy

(j) Impairment

SIGNIFICANT ACCOUNTING POLICIES CONTINUED 1.

(k) Employee benefits

(i) Wages and salaries, superannuation and annual leave

(ii) Share-based payment transactions

(I) Provisions

Site restoration

(m) Trade and other payables

(n) Revenue

Interest income

(o) Expenses

(i) Operating lease payments

(ii) Net financing costs

SIGNIFICANT ACCOUNTING POLICIES CONTINUED 1.

(p) Income tax

(g) Goods and services tax

(r) Segment reporting

Options

EARNINGS PER SHARE 4.

Basic earnings per share

Diluted earnings per share

EMPLOYEE BENEFITS 5.

REGIS RESOURCES LIMITED Interim / Quarterly Report 2006