REGIS RESOURCES N.L. ABN 28 009 174 761 and its Controlled Entities

31 December 2006 Condensed Consolidated Interim Financial Report

This report should be read in conjunction with the 2006 Annual Financial Report

Regis Resources N.L. Chairman's Report

16 March 2007

Dear Shareholder

Since my last report to you in October 2006 your Company has obtained control and 100% equity participation over the key Duketon projects, subject to minority third party interests in some tenements. Having completed this complicated and staged set of corporate transactions the ownership structure of Regis's exploration and development projects is now clear and transparent with all mineral assets under Regis's full control.

Your Company's immediate focus is an intense drilling program that is targeted towards increasing the size of Measured and Indicated gold resources, and developing a Reserve Statement for the laterite at Moolart Well. Pre-feasibility work is progressing on the Moolart Well project such that, subject to finalising the reserve estimate, your Company expects to move to the next phase of project development over the coming months. With the anticipated laterite reserve being at shallow depths of less than 15 metres, the potential of the project to generate positive cash flow in a relatively short time-frame is very promising. Your Company will continue to focus on drilling for gold in the Duketon region, together with progressing feasibility work at Moolart Well in order to enable the development of a stand alone gold project that delivers value to shareholders.

Meanwhile the nickel exploration program is generating a set of attractive prospective targets.

Whilst not immune from the skill shortages of mining professionals, advisory services and capacity constraints on drillers and assay laboratories the Company has assembled a highly experienced staff with industry expertise.

With promising projects and a focussed professional team, the foundations have been laid for the delivery of increased value to shareholders and I thank you for your continuing support.

Yours faithfully,

Dr G Michael Folie Chairman

The Directors present their report together with the consolidated financial report for the half-year ended 31 December 2006 and the review report thereon.

DIRECTORS $\mathbf{1}$ .

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

Name

Dr G Michael Folie - BE (Civil) DIC, MSc(Econ), PhD, FAICD Chairman

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

Mr Paul Dowd - BSc (Eng), FAusIMM Non-Executive Director

Appointed 31 July 2006

During the half-vear ended 31 December 2006. Mr Glenister Lamont resigned as a Director on 31 October 2006 and Mr Marcus Rose did not seek re-election as a Director at the annual general meeting held on 8 December 2006.

All Directors held office throughout the period since 1 July 2006 unless otherwise stated.

PRINCIPAL ACTIVITIES AND REVIEW OF RESULTS AND OPERATIONS $\overline{2}$ .

Objectives

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

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

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

The key areas of focus of the consolidated entity during the half-year have been:

Continuation of infill drilling, engineering and financial assessment of the Moolart Well gold $(i)$ deposit, with confirmation of continuity of high-grade gold mineralised quartz lodes;
$(ii)$ Progressing the nickel exploration program focusing on the prospective Collurabbie area within the northern area of the Duketon tenements, resulting in the discovery of a number of significant geochemical and electromagnetic conductor anomalies; and
$(iii)$ Completion of the 100% acquisition of Duketon Resources Pty Ltd ("Duketon Resources"), formerly Newmont Duketon Pty Ltd such that the Company now has full control over and, subject to minority third party interests in some tenements, 100% equity participation in the Duketon projects. This transaction settled on 14 December 2006 following shareholder approval of the related issue of shares in Regis on 8 December 2006.

Income Statement

Revenue

As a minerals exploration group, the consolidated entity does not have an ongoing source of revenue. Its revenue stream arises from interest received on cash in bank and ad-hoc tenement and investment disposal.

For the six months ended 31 December 2006, interest income increased to \$121,967 from \$30,523 over the same period in 2005. This increase was driven by higher average levels of interest bearing cash in the bank following capital raisings.

Expenses

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

Administrative costs and charges expensed through the income statement have increased from \$638,449 for the six months to 31 December 2005 to \$746,178 for the same period in 2006. This is a net result of the following:

An accounting provision raised at 31 December 2006 for a doubtful debt of \$120,486 arising $(i)$ from an amount that has been due and payable to the Company by a third party for several months. The Company has sought advice to confirm that there are no valid legal reasons why this payment should have been with-held, and active steps are being taken to recover it. An accounting provision has been raised given the length of time this has remained overdue.
Administration costs for the half-year have been reduced by 2% from \$638,449 to \$625,692. The $(ii)$ consolidated entity commenced the employment of its own staff in July 2005 to directly manage the operations of the consolidated entity and support its exploration activities, and opened its own corporate office at the end of 2005. Throughout 2006 the financial and administrative aspects of the consolidated entity have been managed in-house. By comparison, in 2005 the day to day financial and administrative aspects of the Company were such that outsourcing these services to consultants was more cost effective at the time. Administration costs for 2006 comprise staff salaries, corporate compliance and advisory costs and office running expenses.

Exploration and evaluation expenses charged to the income statement were \$20,172 for the December 2006 half-year compared to \$28,116 for the same period in 2005. This represents the write-off of expenditure such as application fees for new tenements incurred prior to the grant of tenure over the ground.

Finance expenses are nil for the 2006 half-year (2005: \$2,406) following the repayment of all borrowings in the 2005/06 year.

Result for the Half-Year

The operating loss recorded for the consolidated entity before tax is \$644,383 for the six months ended 31 December 2006 (31 December 2005: loss for the Company of \$638,448). There is no income tax expense attributable to the result for the current or previous half-year.

Balance Sheet

The balance sheet presented in the half-yearly financial report is now prepared on a consolidated basis for the Company and its subsidiaries following the acquisition of a further 51% of the shares in Duketon Resources on 14 December 2006. The comparative balance sheet as at 30 June 2006 represented the Company only. The components of the balance sheet and key changes over the half-year are as follows:

Cash balances decreased to \$2,284,945 at 31 December 2006 from \$4,450,729 at 30 June 2006, reflecting the funding of exploration and evaluation projects. Cash flows for the half-year are described in further detail below.

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

Non-current receivables include term deposits at bank which secure the consolidated entity's environmental performance bonds provided to the Department of Industry and Resources WA in respect of certain tenements in the Duketon area of \$1,071,000 (30 June 2006: \$579,102) and security deposits for the leases of company offices of \$59,758 (30 June 2006: \$59,758). All the security deposits bear interest at market rates.

Capitalised exploration costs for the consolidated entity at 31 December 2006 are \$36,327,693. compared to \$397,641 for the Company as at 30 June 2006, and investments in associates are \$Nil at 31 December 2006, compared to \$38,529,759 at 30 June 2006. The acquisition of a further 51% of Duketon Resources resulted in Regis's 100% equity interest and control of the Duketon Region and Rosemont Duketon Joint Ventures ("Duketon JVs"), and accordingly the (provisionally determined) value of exploration projects at acquisition date is part of capitalised exploration on a consolidated basis at 31 December 2006. By comparison, at 30 June 2006, these investments were equity accounted and shown as investments in associates. Only costs relating to exploration projects other than the Duketon JVs were shown as capitalised exploration in the balance sheet at 30 June 2006. Costs associated with the exploration for and evaluation of mineral deposits are capitalised, with the exception of any costs incurred on tenements prior to the granting of tenure, which have been written off. When tenements are surrendered, any costs previously capitalised in respect of those tenements are written off.

Goodwill has arisen from the acquisition of Duketon Resources and has been provisionally determined as \$55,193,787, being the difference between the value of Regis shares issued for consideration at the share price on transaction dates and the technical valuation of the mineral assets acquired as assessed by AMC Consultants Pty Ltd in October 2006. It represents strategic value by way of full control over the exploration projects and future operations, increased exposure to project upside, simplification of ownership structure of the underlying projects and strategic alliance with Newmont in terms of priority access to providers of exploration and evaluation services and enhanced access to additional funding given Newmont's right to participate in capital raisings.

Plant and equipment for the consolidated entity has increased from \$275,694 to \$800,203 over the halfyear, as a result of field equipment acquired as part of the purchase of Duketon Resources, and purchases of further exploration and office equipment to support the growth in activity.

Trade and other payables of \$3,256,666 represent amounts owing at 31 December 2006 for exploration costs, purchases of equipment, administration expenses, and an accrual for estimated stamp duty arising from the Duketon Resources acquisition. The increase relative to the comparative figure at 30 June 2006 of \$1,590,348 is primarily due to the stamp duty accrual which arose on 14 December 2006.

Employee benefit liabilities of \$249,850 (30 June 2006: \$230,153) represents accrued liabilities for PAYG, superannuation contributions, unused annual leave and payroll related on-costs for staff.

Provisions represent the consolidated entity's estimated liability for site restoration costs on exploration and previously mined tenements. At 30 June 2006, these liabilities arose as a result of investments in associates and accordingly were netted off as part of the investment in associates amount in the balance sheet. Now that the Company has acquired 100% of Duketon Resources, the full estimated liability, which was reassessed in detail at the end of the half-year, is shown on consolidation.

The consolidated entity had a deficiency of net working capital of \$1,400,821 (net working capital at 30 June 2006 was positive at \$2,878,925), with net assets per the accounting balance sheet of \$90,044,027 (30 June 2006: \$42,720,879). In February 2007, \$800,000 equity capital was raised from a private placement. The Company is currently engaged in discussions with domestic and international financial advisors concerning financing options for the development of the Duketon Gold Project.

Cash Flow

The key sources of funds for the half-year were the proceeds of a capital raising in September 2006 of \$4,786,768 (gross), the refund of performance bonds previously held with Newmont prior to the acquisition of Duketon Resources of \$579,102, and interest earned on cash balances and deposits of \$122,221; totaling \$5,488,091.

Cash outflows are primarily exploration and feasibility expenditure on the consolidated entity's exploration and evaluation projects, together with administrative costs, totaling \$5,265,953. In order to earn the right to exercise a call option which resulted in the control of Duketon Resources, the Company was required to sole fund exploration expenditure on the Duketon JVs of \$10 million. \$7.6 million of this obligation had been met by 30 June 2006 (on an accruals basis), and the balance was completed at the end of September 2006. These exploration cash outflows were made prior to the time the Company obtained control of Duketon Resources and therefore, at the time they were made, the cash outflows represented payments for investments in associates of \$4,678,953.

Further, settlement terms of the purchase of the remaining 51% of the shares in Duketon Resources required Regis to repay funding from the Newmont group for its share of exploration costs between the end of the sole funding period and transaction completion, resulting in cash outflows on acquisition that together with transaction costs total \$607,823.

In addition, the consolidated entity funded purchases of exploration and office equipment of \$351,173 during the half-year (2005: \$111,027).

Transaction costs funded in relation to capital raising in the half-year were \$357,926 (2005: \$Nil).

Restructuring - Acquisition of Duketon Resources

As at 30 June 2006, Regis held 49% of the shares in Duketon Resources. In September 2006, the Company completed a \$10 million sole funding obligation that, under the terms of the purchase agreement executed in December 2005 for the 49% interest, resulted in Regis having the right to exercise a call option to acquire a further 26% of Duketon Resources. That option was exercised on 29 September 2006 and shortly afterwards on 18 October 2006, Newmont Australia exercised a put option to sell the remaining 25% to Regis. These transactions were settled together on 14 December 2006, following shareholder approval of the issue of 395 million shares in Regis to Newmont as consideration. The fair value of the shares issued at the time was approximately \$43.5 million. The transaction completed the restructure of the equity interests in the Duketon JVs such that Regis has achieved 100% equity interest and full control (subject to minority equity interests in some tenements) over the underlying projects.

3. AUDITOR'S INDEPENDENCE DECLARATION

The auditor's independence declaration as required under Section 307C of the Corporations Act 2001 is set out on the following page and forms part of the Directors' Report for the half-year ended 31 December 2006.

Signed in accordance with a Resolution of the Board of Directors at Melbourne this 16th day of March 2007.

G M Folie Director

D A Walker Director

Lead Auditor's Independence Declaration under Section 307C of the Corporation Act 2001

To: the directors of Regis Resources N.L.

I declare that, to the best of my knowledge and belief, in relation to the review for the half-year ended 31 December 2006 there have been:

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

$K/MU$

Kter

Alison Kitchen Partner

Melbourne

ÏĿ. March 2007

Regis Resources N.L.
Consolidated Interim Income Statement For the Six Months Ended 31 December 2006

	Note		31 Dec 2006 31 Dec 2005
Continuing operations
Revenue		121,967	30,523
Corporate administrative expenses		(746, 178)	(638, 449)
Exploration and evaluation expenses	7	(20, 172)	(28, 116)
Results from operating activities		(644, 383)	(636,042)
Finance expenses			(2,406)
Net finance costs			(2,406)
Income tax expense
Profit/(loss) from continuing operations		(644, 383)	(638, 448)
Profit/(loss) for the period		(644, 383)	(638, 448)
Attributable to:
Shareholders of the Company		(644, 383)	(638, 448)
Profit/(loss) for the period		(644, 383)	(638, 448)
Earnings per share		Cents	Cents
Basic earnings per share	14	(0.09)	(0.20)
Diluted earnings per share	14	(0.08)	(0.16)

The income statement is to be read in conjunction with the condensed notes to the consolidated interim financial report.

Regis Resources N.L. Consolidated Interim Balance Sheet As at 31 December 2006

		31 Dec 2006	30 June 2006
	Note
CURRENT ASSETS
Cash and cash equivalents		2,284,945	4,450,729
Other receivables and prepayments		165,749	248,697
TOTAL CURRENT ASSETS		2,450,694	4,699,426

NON-CURRENT ASSETS
Other receivables and prepayments		1,132,679	638,860
Goodwill	6	55,193,787
Capitalised exploration and evaluation expenditure	7	36,327,693	397,641
Investments in associates	8		38,529,759
Property, plant and equipment	10	800,203	275,694
TOTAL NON-CURRENT ASSETS		93,454,362	39,841,954
TOTAL ASSETS		95,905,056	44,541,380

CURRENT LIABILITIES
Trade and other payables		3,256,666	1,590,348
Employee benefits		249,850	230,153
Provisions	11	75,000
TOTAL CURRENT LIABILITIES		3,851,516	1,820,501
NON-CURRENT LIABILITIES

Provisions	11	2,009,513
TOTAL NON-CURRENT LIABILITIES		2,009,513
TOTAL LIABILITIES		5,861,029	1,820,501

NET ASSETS		90,044,027	42,720,879
EQUITY
Issued capital	13	129,033,910	81,144,757
Share Option Reserve		159,511	81,133
Accumulated losses		(39, 149, 394)	(38, 505, 011)
TOTAL EQUITY		90,044,027	42,720,879

The balance sheet is to be read in conjunction with the condensed notes to the consolidated interim financial report.

Regis Resources N.L. Consolidated Interim Statement of Changes in Equity For the Six Months Ended 31 December 2006

	Issued capital	Accumulated losses	Share option reserve	Total equity
At 1 July 2005	42,562,554	(36,967,612)		5,594,942
Capitalised exploration costs adjustment on change of accounting policy		(129, 896)		(129, 896)
Restated balance 1 July 2005	42,562,554	(37,097,508)	$\blacksquare$	5,465,046
Profit/(loss) for the half-year		(638, 448)		(638, 448)
Share-based payments charge			3,894	3,894
At 31 December 2005	42,562,554	(37,735,956)	3,894	4,830,492

At 1 July 2005 Capitalised exploration costs adjustment	42,562,554	(36,967,612)		5,594,942
change of accounting policy		(129, 896)		(129, 896)
Restated balance 1 July 2005	42,562,554	(37,097,508)		5,465,046
Profit/(loss) for the year		(1,407,503)		(1,407,503)
Shares issued (net of transaction costs)	38,582,203			38,582,203
Share-based payments charge			81,133	81,133
At 30 June 2006	81, 144, 757	(38, 505, 011)	81,133	42,720,879
At 1 July 2006	81, 144, 757	(38, 505, 011)	81,133	42,720,879
Profit/(loss) for the half-year		(644, 383)		(644, 383)
Shares issued (net of transaction costs)	47,889,153			47,889,153
Share-based payments charge			78,378	78,378
At 31 December 2006	129,033,910	(39, 149, 394)	159,511	90,044,027

The statement of changes in equity is to be read in conjunction with the condensed notes to the consolidated interim financial report.

Regis Resources N.L. Consolidated Interim Statement of Cash Flows For the Six Months Ended 31 December 2006

	31 Dec 2006	31 Dec 2005
Cash flows from operating activities
Cash paid to suppliers and employees	(622, 018)	(661, 305)
Interest received	122,221	30,523
Interest paid		(2,406)
Net cash (used in)/from operating activities	(499,797)	(633, 188)
Cash flows from investing activities
Payments for investments in associates *	(4,678,953)	(797, 021)
Payment of security deposits - tenements	(1,071,000)
Payment of security deposits - offices		(59,758)
Refund of security deposits - tenements	579,102	20,000
Proceeds from sale of investments		2,584
Acquisition of subsidiary	(607, 823)
Acquisition of property, plant and equipment	(351, 173)	(111, 027)
Direct exploration and evaluation (net of rent refunds)	35,018	(73, 359)
Net cash (used in)/from investing activities	(6,094,829)	(1,018,581)
Cash flows from financing activities
Proceeds from the issue of share capital	4,786,768
Payment of transaction costs	(357, 926)
Net cash from financing activities	4,428,842
Net (decrease) in cash and cash equivalents	(2, 165, 784)	(1,651,769)
Cash and cash equivalents at 1 July	4,450,729	2,091,508

Cash and cash equivalents at 31 December	2,284,945	439,739

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

Non cash financing and investing activities

During the period, the Company issued 395,093,738 shares in consideration for the acquisition of subsidiaries as detailed in Note 6. This transaction is not reflected in the statement of cash flows.

$1.$ REPORTING ENTITY

Regis Resources N.L. (the "Company") is a company domiciled in Australia. The condensed consolidated interim financial report of the consolidated entity as at and for the six months ended 31 December 2006 comprises the Company and its subsidiaries (together referred to as the "consolidated entity") and the consolidated entity's interests in associates and jointly controlled entities.

During the six months ended 31 December 2006, the Company acquired controlling interests in Duketon Resources Pty Ltd (formerly Newmont Duketon Pty Ltd) and the Duketon Region and Rosemont Duketon JVs. As this control was obtained in the current period, the comparative balances in all cases are of the Company's balances as there was no consolidated entity for the comparative period.

The annual financial report of the Company as at and for the year ended 30 June 2006 ("2006 Annual Financial Report") is available upon request from the Company's registered office at Level 11, 461 Bourke Street, Melbourne, Victoria, 3000, Australia or at www.regisresources.com.

$2.$ STATEMENT OF COMPLIANCE

The condensed consolidated interim financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.

The condensed consolidated interim financial report does not include all of the information required for a full annual financial report, and should be read in conjunction with the annual financial report of the Company as at and for the year ended 30 June 2006.

This condensed consolidated interim financial report was approved by the Board of Directors on 16^th March 2007.

The amounts presented in the condensed consolidated interim financial report are presented in whole Australian dollars unless otherwise stated.

$3.$ SIGNIFICANT ACCOUNTING POLICIES

Except as described below, the accounting policies applied by the consolidated entity in this condensed consolidated interim financial report are the same as those applied by the Company in its 2006 Annual Financial Report.

Changes between previous interim and annual financial reports

a) Basis of Consolidation

The financial report of the consolidated entity includes the consolidation of Regis Resources N.L. and its subsidiaries Duketon Resources Pty Ltd ("Duketon Resources"), and Rosemont Gold Mines Pty Ltd. Via its ownership of Duketon Resources, the Company has a 100% equity interest and control of the Duketon Region and Rosemont Duketon JVs ("Duketon JVs") and accordingly these are included in the consolidation. Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial reports of subsidiaries are included in the consolidated financial report from the date control commences until the date control ceases. The Company has a 100% interest in all subsidiaries and therefore does not reflect any minority interests.

b) Transactions eliminated on consolidation

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

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

c) Goodwill and business combinations

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

Where the fair value of the consideration paid for a business acquisition exceeds the fair value of the identifiable assets and liabilities acquired, the difference is treated as goodwill. The carrying amount of goodwill is tested annually for impairment in accordance with the accounting policy for impairment as set out in the 2006 Annual Financial Report.

d) Financial quarantee liabilities

Current accounting policy

Financial guarantee contracts are recognised as financial liabilities initially at their fair value as at the date of inception, and amortised to the income statement over the term of the contract. At each reporting date, the quarantee liability is re-assessed and measured at the higher of:

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

Comparative accounting policy

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

There is no quantitative effect of the change in this accounting policy because the fair value of the financial guarantee contract at inception date has been assessed as immaterial. See Note 17.

The change in accounting policy arose from AASB 2005-9 Amendments to Australian Accounting Standards (September 2005), being an amendment to AASB 139 Financial Instruments: Recognition and Measurement, which is applicable to the consolidated entity for the first time in the half-year ended 31 December 2006.

FINANCIAL POSITION 4.

The condensed consolidated interim financial report has been prepared on the going concern basis. While the consolidated entity's projects are not yet at a stage where a source of operating cash flows has been established, the Directors consider the going concern basis is appropriate. The reasons for this are set out in Note 19.

5. ESTIMATES

The preparation of the interim financial report requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

Except as described below, in preparing this condensed consolidated interim financial report, the significant judgments made by management in applying the consolidated entity's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the 2006 Annual Financial Report.

5. ESTIMATES (continued)

During the six months ended 31 December 2006 management reassessed its estimates in respect of:

۰ the recoverable amount of goodwill arising from a business combination during the half-year (see Note 6)
unrecognised deferred tax assets related to the carry forward balance of unused tax losses (see Note 9)
the quantification of the provision for site restoration (see Note 11)

6. ACQUISITION OF SUBSIDIARIES

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

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

	Book Values (a)	Preliminary adjustments (b)	Adjusted book values at acquisition	Further adjustment for acquisition accounting $\left( c\right)$	Provisional fair values at acquisition (d)

Capitalised exploration expenditure	12,842,755	9,996,070	22,838,825	8,377,175	31,216,000
Provision for site restoration	(3,974,857)	1,369,488	(2,605,369)		(2,605,369)
Property, plant & equipment		208.929	208,929		208.929
Other payables	(954, 904)	(1,456,722)	(2,411,626)		(2,411,626)
Net assets acquired	7.912.994	10.117.765	18.030.759	8,377,175	26,407,934
Provisional cost of business combination (e)					81,601,721
Goodwill (f)					55,193,787

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

$(a)$ Represents book values prepared in accordance with the accounting policies applicable to Duketon Resources for the periods prior to control by the Company. In the 2006 Annual Financial Report, the Company's share of these balances were equity accounted as a component of investments in associates. From the date control was obtained, these amounts were treated as capitalised exploration expenditure.
$(b)$ The adjustments for acquisition accounting relate to:
Capitalising the exploration costs in the balance sheet that had previously been charged to the income statement under Duketon Resources' former accounting policies
Revising the provision for site restoration in line with the Company's estimated liability and ٠ accounting policies
Capitalising property, plant and equipment in the balance sheet that had previously been ٠ charged to the income statement under Duketon Resources' former accounting policies
$(c)$ Provisional fair value adjustment to the value of capitalised exploration at acquisition date.

6. ACQUISITION OF SUBSIDIARIES (continued)

$(d)$ The fair values of the acquiree's assets have been determined provisionally because the most recently prepared independent valuation of exploration/mineral assets does not take account of significant exploration work carried out in the months immediately preceeding the acquisition. Once analysis of the results of that work is complete, the fair values of the exploration assets at acquisition date will be re-assessed.
The business combination was achieved by a staged acquisition, and the provisional cost has $(e)$ been determined as follows:
Issue of 256,532,027 ordinary shares in the Company on 3 February 2006 at \$0.11 per share being the closing share price of the Company on that date, plus transaction costs to acquire 49%;
Free carried exploration expenditure as required under the purchase agreement; and
Issue of 395,093,738 ordinary shares in the Company on 14 December 2006 at \$0.11 per share being the closing share price of the Company on that date, plus estimated transaction costs to acquire 51%.
$(f)$ Goodwill is calculated as the excess of the cost of the business combination over the provisional fair value of identifiable net assets acquired. It represents strategic value by way of full control over the exploration projects and future operations, increased exposure to project upside, simplification of ownership structure of the underlying projects and strategic alliance with Newmont in terms of priority access to providers of exploration and evaluation services and enhanced access to additional funding given Newmont's right to participate in capital raisings.

Pro-forma consolidated results of the consolidated entity for the half-year calculated as if control of Duketon Resources had been obtained on 1 July 2006, have not been prepared because there would be no material difference between such a pro-forma and the consolidated interim income statement as reported. The exclusive business of Duketon Resources is investment in the Duketon JVs and under Regis group accounting policies, exploration costs on these joint ventures would have been fully capitalised up to the acquisition date.

The loss arising from the acquired subsidiaries since the acquisition date included in the consolidated interim income statement is \$9,388.

7. CAPITALISED EXPLORATION AND EVALUATION EXPENDITURE

	Note	31 Dec 2006	30 June 2006
Balance at 1 July Effect of change in accounting policy		397.641	741,330 (129, 896)
Acquired capitalised exploration in the Duketon JVs (a) Reclassification of the Company's capitalised exploration in	6	31,216,000
the Duketon $JVs(a)$ Expenditure for the period (b) Write-offs to the income statement	8	5,582,747 (848, 523) (20, 172)	58,455 (272, 248)
Balance at end of period		36,327,693	397.641

These amounts include exploration and evaluation expenditure in satisfaction of a \$10 million sole- $(a)$ funding obligation that arose as part of the initial acquisition of 49% of the shares in Duketon Resources. Completion of the \$10 million obligation was the trigger for the exercise of call and put options leading to the acquisition of the remaining 51% of the shares in Duketon Resources described in Note 6.
$(b)$ Expenditure net of rent refunds and adjustment to provision for site restoration on reassessment of the provision.

8. INVESTMENTS IN ASSOCIATES

31 Dec 2006 30 June 2006

Investments in associates accounted for using the equity method

38,529,759

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

As described in Note 6, on 14 December 2006 the Company acquired the remaining 51% of the shares in Duketon Resources and accordingly obtained full control over the Duketon JVs. The former associates therefore became subsidiaries of the Company and their assets and liabilities have now been consolidated.

9. INCOME TAX LOSSES

At 31 December 2006, the Company has unused tax losses of approximately \$30 million that are available for offset against future taxable profits. The deferred tax asset of approximately \$9 million has not been recognised in the accounts as it is not yet probable as defined in AASB 112 Income Taxes that future taxable profits will be available against which the tax losses can be utilised.

$10.$ PROPERTY, PLANT AND EQUIPMENT

Acquisitions and disposals

During the six months ended 31 December 2006 the consolidated entity acquired assets with a cost of \$537,245 (six months ended 31 December 2005: \$160,104), including assets acquired through business combinations (see Note 6) of \$208,929 (six months ended 31 December 2005: Nil).

No property, plant and equipment was disposed of during the period.

Capital commitments

During the six months ended 31 December 2006 the consolidated entity entered into a contract to purchase additional camp equipment for \$149,240. A deposit of \$37,310 had been paid before 31 December 2006 and delivery is expected in March 2007.

PROVISION FOR SITE RESTORATION 11.

	Note	31 Dec 2006	30 June 2006
Balance at beginning of period		$\sim$
Increase to provision due to acquisition of subsidiaries		1.472.033
Increase to provision due to reclassification of former associate		612,480
Balance at end of period		2.084.513

Provisions for site restoration relate to previously mined mining leases and exploration tenements primarily held through the Duketon JVs that, following the acquisition described in Note 6, are subsidiaries as at 31 December 2006.

During the half-year, a detailed review was undertaken of the consolidated entity's potential site restoration liabilities. The estimate is based on an assessment of the estimated cost of closure and reclamation of the areas using internal information concerning environmental issues in the exploration and previously mined areas, together with input from various environmental consultants.

$11.$ PROVISION FOR SITE RESTORATION (continued)

The balances of liabilities as at 31 December 2006 have been determined in accordance with the consolidated entity's accounting policy for site restoration as described in the Company's 2006 Annual Financial Report.

$12.$ SHARE-BASED PAYMENTS

During the half-year, the Company granted further options under the Regis Resources N.L. 2005 Share Option Plan. These were as follows:

On 2 November 2006 8,280,000 options were granted with an exercise price of \$0.1146. Option holders must remain eligible (which would usually mean remaining in the employment of the Company although the Board has some discretion to allow continued participation in the event of an employee's death or mental incapacity) to participate in the plan throughout the 2 year vesting period and cannot exercise the options until 31 October 2008.

For certain participants, 3,780,000 options ("Grant 06-01") are only exercisable if the share price of the Company has increased by a factor of 25% over the exercise price.

2,250,000 options ("Grant 06-02") are only exercisable if a bankable feasibility study for the Moolart Well Gold Project is lodged with the Managing Director or Company Secretary of the Company by 1 November 2007 for presentation to and approval by the Board of Directors.

2,250,000 options ("Grant 06-03") are only exercisable if the gold plant for the Moolart Well Gold Project is commissioned by 1 May 2009. If the Board of Directors do not proceed with the development of the Moolart Well Gold Project, these options will then be exercisable only if the share price of the Company increases by 25% relative to the share price on 1 November 2006.

On 8 December 2006 following the approval of shareholders, 450,000 options were granted with an exercise price of \$0.1088 per option to Mr P Dowd, a non-executive Director. Mr Dowd must remain eligible to participate in the plan throughout the 2 year vesting period and cannot exercise the options until 8 December 2008. The first 50% ("Grant 06-04") of these options are only exercisable if the share price has increased by 25% over the exercise price, and the remaining options ("Grant 06-05") are exercisable only if the share price has increased by 50% over the exercise price.

Grants 06-01 to 06-03 of the options granted expire on 31 October 2011. Grants 06-04 and 06-05 expire on 7 December 2011. All options, if exercised, will be settled by physical delivery of shares.

Fair value and valuation assumptions for the employee options on issue at 30 June 2006 remain unchanged from the 2006 Annual Financial Report. Fair value and valuation assumptions for employee options granted in the six months to 31 December 2006 are as follows:

	Grant	Grant	Grant	Grant	Grant
	$06 - 01$	$06 - 02$	06-03	$06 - 04$	06-05
Fair value at grant date	\$0.040	\$0.0429	\$0.040	\$0.410	\$0.0409
Share price	\$0.10	\$0.10	\$0.10	\$0.10	\$0.10
Exercise price	\$0.1146	\$0.1146	\$0.1146	\$0.1088	\$0.1088
Expected volatility *	70%	70%	70%	70%	70%
Option life in years **	3.5	3.5	3.5	-3.5	3.5
Expected dividends	Nil	Nil	Nil	Nil	Nil
Risk-free interest rate	5.99%	5.99%	5.99%	5.99%	5.99%
(based on government bonds)

* Expressed as weighted average volatility used in the modeling under binomial option pricing model. ** Expressed as weighted average life used in the modeling under binomial option pricing model.

$13.$ ISSUED CAPITAL

14.

	Six months ended 31 Dec 06		Year ended 30 June 06
Ordinary shares	No of shares	\$	No of shares	\$
On issue 1 July Issued for cash Less: transaction costs Issued as consideration for acquiring interest in subsidiary/associate Less: transaction costs Issued upon exercise of options	693,743,393 47,867,679 395,093,738	81,144,757 4,786,768 (249, 420) 43,460,311 (108, 506)	325,761,366 110,000,000 256,532,027 1,450,000	42,562,554 11,000,000 (585, 396) 28,218,523 (123, 424) 72,500
Balance at end of period	1,136,704,810	129,033,910	693,743,393	81,144,757
EARNINGS PER SHARE			31 Dec 06 Cents	31 Dec 05 Cents
Basic earnings/(loss) per share			(0.09)	(0.20)

The calculation of basic earnings per share for the half-year ended 31 December 2006 was based on the consolidated entity's loss attributable to ordinary shareholders of \$644,383 (2005: \$638,448) and a weighted average number of ordinary shares outstanding during the half-year ended 31 December 2006 of 752,879,706 (2005: 325,761,366), calculated as follows:

Profit/(loss) attributable to ordinary shareholders

Profit/(loss) for the period	\$ (644, 383)	\$ (638, 448)
Weighted number of ordinary shares	Number	Number
Issued ordinary shares at 1 July	693,743,393	325,761,366
Effect of shares issued October 2006	22,633,087
Effect of shares issued December 2006	36,503,226
Weighted average number of ordinary shares at 31 December	752,879,706	325,761,366
	Cents	Cents
Diluted earnings per share	(0.08)	(0.16)

The calculation of diluted earnings per share for the half-year ended 31 December 2006 was based on the consolidated entity's loss attributable to ordinary shareholders of \$644,383 (2005: \$638,448) and a weighted average number of ordinary shares outstanding during the half-year ended 31 December 2006 of 812,489,196 (2005: 388,626,687), calculated as follows:

Profit/(loss) attributable to ordinary shareholders (diluted)

Profit/(loss) for the period	(644, 383)	(638, 448)
Weighted number of ordinary shares (diluted)	Number	Number
Weighted average number of ordinary shares at 31 December Effect of share options on issue	752,879,706 59,609,490	325,761,366 62,865,321
Weighted average number of ordinary shares (diluted) at 31 December	812,489,196	388,626,687
$-18-$

15. COMMITMENTS

Exploration expenditure commitments

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

The methodology applied in the quantification of these commitments remains unchanged from that outlined in the 2006 Annual Financial Report.

Following the acquisition of Duketon Resources on 14 December 2006 (see Note 6), the consolidated entity's exploration expenditure commitments have increased to include 100% of the commitments in respect of tenements held through the Duketon JVs, together with its interests in other tenements.

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

The exploration commitments of the consolidated entity, not provided for in the interim financial report and payable:

	31 Dec 2006	30 June 2006
Within one year	4,263,325	181,200
Between one and five years	17,787,440	810,800
Later than 5 years	5,898,600
	27,949,365	992,000
Share of associates' tenement commitments not provided for in the interim financial report and payable: Within one year Between one and five years		2,287,100 9,480,762
Later than 5 years		3,490,610

15,258,472

The tenement commitments shown above represent the maximum required to be spent on all granted tenements as at 31 December 2006. Actual expenditure will vary as a result of ongoing management of the tenement portfolio including reductions and relinguishment of tenements not considered prospective, in whole or in part.

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

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

The applications made are expected to result in ongoing commitments being significantly reduced from the levels reflected above. Given that the applications were completed after 31 December 2006, consistent with the consolidated entity's existing policy of quantifying commitments, the commitment amounts shown have not been reduced for the impact of these applications, which remain subject to grant. In any event, the approval time for applications is such that it is considered most unlikely that the applications made would reduce tenement commitments for the immediate twelve months following 31 December 2006.

$15.$ COMMITMENTS (continued)

Other capital commitments

Commitments as at 31 December 2006 for purchases of property, plant & equipment are shown in Note $10 -$

16. CONTINGENCIES

Contingent assets and liabilities - changes during the half-year

Call and put options

The financial report for the year ended 30 June 2006 contained details of call and put options over shares in Duketon Resources which were exercised on 29 September 2006 and 18 October 2006 respectively. The financial impact is reflected in the acquisition of Duketon Resources (see Note 6).

$17.$ FINANCIAL GUARANTEE LIABILITY

The consolidated entity has adopted the amendments to AASB 139 Financial Instruments: Recognition and Measurement set out in AASB 2005-9 Amendments to Australian Accounting Standards (September 2005) during the half-year. The additional accounting policy adopted in relation to this change in accounting standards is set out in Note 3.

The consolidated entity issued a financial guarantee contract in February 2002. Details of this guarantee were disclosed as a contingent liability in the financial report for the year ended 30 June 2006 and an update of those details is set out below.

An assessment of the fair value of the financial guarantee contract as at inception date has been made and the amount is immaterial. Accordingly no financial liability has been recognised. Subsequent measurement of the liability will be at the higher of the initial fair value under AASB 139 and the amount that would be recognised under AASB 137 Provisions, Contingent Liabilities and Contingent Assets as per the consolidated entity's accounting policy for provisions set out in the 2006 Annual Financial Report.

The financial guarantee contract is a guarantee and indemnity provided by the Company in respect of a loan made by an unrelated party to another unrelated party of \$12,842,748. The nature and details relating to this contract remain unchanged since 30 June 2006, however at 1 February 2007 the value of the assets underlying the security provided to the Company to cover any obligations that may ultimately arise was \$954,242 (30 June 2006: \$2,536,138). Contractual terms around these arrangements are such that the Company is entitled to have the value of the security restored to 100% of the guaranteed amount and this is in the process of being addressed.

18. SUBSEQUENT EVENTS

The following change in the issued capital of the Company occurred subsequent to 31 December 2006:

On 23 February 2007, 8,000,000 fully paid ordinary shares in the Company were issued at a price of \$0.10 per share raising capital of \$800,000.

The financial effect of this share issue was an increase in issued capital of \$800,000 and an increase in cash of \$800,000.

19. GOING CONCERN

The consolidated entity has incurred a loss of \$644,383 in the half-year, and has a net deficiency of working capital of \$1,400,822 as at 31 December 2006. The financial report has been prepared on the basis of going concern which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The Directors believe this basis to be appropriate. In February 2007, the Company raised \$800,000 in a private placement.

The Company is currently engaged in discussions with domestic and international financial advisors concerning financing options for the development of the Duketon Gold Project. In addition, several Australian and international investors have expressed interest in taking a further placement of shares from the Company. Further, preliminary discussions have been held with various parties who have indicated an interest in providing debt financing to the Company should the Company wish to pursue this as a means of project funding.

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

The Directors are confident that they will be able to raise sufficient funds as required for the foreseeable future to enable the consolidated entity to meet its debts as and when they fall due.

Regis Resources N.L. Directors' Declaration

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

$\mathbf{1}$ The financial statements and notes are in accordance with the Corporations Act 2001 including:
giving a true and fair view of the financial position of the consolidated entity as at 31 $(a)$ December 2006 and of its performance, as represented by the results of its operations and cash flows for the half-year ended on that date; and
$(b)$ complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001; and
$\overline{2}$ . There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable for the reasons set out in Note 19 to the financial statements for the six months ended 31 December 2006.

Signed in accordance with a resolution of the Directors and dated this 16^th day of March 2007.

GM Folie Director

DA Walker Director

Independent auditor's review report to the members of Regis Resources NL

We have reviewed the accompanying half-year financial report of Regis Resources NL, which comprises the consolidated interim balance sheet as at 31 December 2006, income statement, statement of changes in equity and cash flow statement for the half-year ended on that date, a statement of accounting policies and other explanatory notes 1 to 19 and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the half-year's end or from time to time during the half-year.

Directors' Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the half-year financial report in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor's Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of an Interim Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity's financial position as at 31 December 2006 and its performance for the half-year ended on that date; and complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As auditor of Regis Resources NL, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

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 NL is not in accordance with the Corporations Act 2001, including:

(a) giving a true and fair view of the consolidated entity's financial position as at 31 December 2006 and of its performance for the half-year ended on that date; and
(b) complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

Inherent uncertainty regarding continuing as a going concern

Without qualification to the conclusion expressed above, attention is drawn to the following matter. As a result of matters described in note 19, there is significant uncertainty as to whether the Company and consolidated entity will be able to continue as a going concern and therefore whether it will be able to realise their assets and extinguish their liabilities in the normal course of business and at amounts stated in the financial report.

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