REGIS RESOURCES LIMITED — Interim / Quarterly Report 2013

Oct 29, 2012

Quarterly Report to 30 September 2012

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HIGHLIGHTS

MOOLART WELL OPERATIONS

• Gold production of 27,414 ounces for the quarter (June 12 qtr: 26,228 oz).

• Cash cost of production A$503 per ounce prior to royalties (June 12 qtr: A$532/oz).

GARDEN WELL DEVELOPMENT & OPERATIONS

• Development completed on time and materially in line with budget.

• Operation moved through commissioning and in to ramp up phase.

• First gold pour and shipment on 4 September 2012.

• Gold production of 17,165 ounces from limited commissioning processing in the quarter and production ramping up in the December 2012 quarter.

EXPLORATION

• Significant drill results from RC drilling in the southern area of Garden Well including:

22 metres @ 5.61 g/t gold from 175 to 197m	63 metres @ 1.52 g/t gold from 180 to 243m
17 metres @ 4.74 g/t gold from 220 to 237m	26 metres @ 2.39 g/t gold from 159 to 185m
23 metres @ 3.91 g/t gold from 268 to 291m	7 metres @ 3.70 g/t gold from 167 to 174m
18 metres@1.86g/tgold from 137 to 155m	26 metres@2.05g/tgold from 31 to 57m*
12 metres@3.44g/tgold from 198 to 210m	17 metres @ 2.27 g/t gold from 81 to 98m*

These results continue to confirm the significant potential to increase Resources and Reserves south of the current open pit design with strong mineralisation returned in intersections at least 520 metres further south of the current Reserve envelope.

These intersections are not included in either the current 1.66 million ounces Reserve or 2.56 million ounce Resource at Garden Well and all except the last two (highlighted with an *) are outside the Resource envelope.

CORPORATE

• Agreement reached for the acquisition of the McPhillamys Gold Project (2.5 million ounce Resource) in NSW for $150 million, payable by the issue of Regis shares.

• Gold sales of 37,963 ounces at a delivered price of A$1,648 per ounce (June 12: 27,706 oz at A$1,633/oz).

• Operating cash flow from the Moolart Well Gold Mine operation for the quarter was $36.2 million (Jun 12: $26.6m).

• Cash and gold bullion holding at 30 September 2012 was $19.6 million (June 12: $9.7m).

• Cash expenditure on Garden Well development of $29.5 million during the quarter funded from operational cash flow and cash holdings (i.e. no debt drawdown required to fund the development of Garden Well).

Page 1

Quarterly Report to 30 September 2012

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MOOLART WELL OPERATIONS

Production

Moolart Well Gold Mine operating results for the September 2012 quarter were as follows:

	Sep 2012	Jun 2012	Mar 2012
Ore mined (tonnes)	645,468	655,101	622,119
Ore milled (tonnes)	623,864	636,114	624,053
Head grade (g/t)	1.49	1.39	1.42
Recovery (%)	92	92	94
Gold production (ounces)	27,414	26,228	26,683
Cash cost per ounce (A$/oz)–pre royalties	A$503	A$532	A$519
Cash cost per ounce (A$/oz)–incl royalties	A$574	A$611	A$585

Regis completed a strong quarter of operations at the Moolart Well Gold Mine producing 27,414 ounces of gold at a pre-royalty cash cost of production of A$503 per ounce.

Ore milled during the quarter was 623,864 tonnes which represents an optimised annual throughput rate of approximately 2.5 million tonnes. Gold production was approximately 5% higher than the prior quarter due to higher grade of ore processed.

Mining

During the quarter 288,000 bcm of ore and 1,179,000 bcm of waste were mined from the Moolart Well open pits for a total material movement of 1.47 million bcm. Of the total material mined, 641,000 bcm was mined from laterite pits and 826,000 bcm was mined from the Lancaster and Stirling oxide deposits.

The ore mined to reserve reconciliation was positive for the quarter by 497 ounces (1.7%). Mining generated 645,468 tonnes of ore at 1.45g/t for 30,072 ounces compared to the reserve of 576,367 tonnes at 1.60g/t for 29,575 ounces. Mining for the quarter returned lower grade due partly to the mining of additional lower grade ore (as defined by grade control) from outside the reserve areas and partly due to mining dilution in the reserve areas mined.

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Quarterly Report to 30 September 2012

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GARDEN WELL DEVELOPMENT AND OPERATIONS

Development

Development of the project was completed during the quarter, with the following key milestones achieved:

• Commencement of power supply to the mine site on 9 August 2012;

• Commissioning of the primary and secondary crushing circuits on 10 August 2012;

• Commissioning of the Outotec ball mill on 17 August 2012;

• Commissioning of the gold stripping plant on 3 September 2012;

• First gold pour on 4 September 2012.

The project was completed on time and for a total capital cost of $113 million which is materially in line with the budgeted cost of $109 million.

Production

Operating results at the Garden Well Gold Mine for the limited period of commissioning and ramp up of operations in the September 2012 quarter were as follows:

Ore mined (tonnes)	792,832
Ore milled (tonnes)	351,470
Head grade (g/t)	1.66
Recovery (%)	92
Gold production (ounces)	17,165

Milling

Milling during the quarter was focussed on commissioning and ramp up of the processing plant. Throughput in the first few weeks of operations was impacted by the necessity to optimise the process water supply and towards the end of the quarter was impacted by material handling issues associated with the oxide ore in the upper zones of the pit. The clayey nature and high moisture content of this material has caused blockages in the crusher and mill feed chutes. These material handling issues are expected to diminish as transitional and fresh ore is exposed in the pit as mining levels in some areas advance below the oxide zone.

In spite of these short term issues the processing plant has operated at above name plate design for periods during the quarter and since the end of the quarter. The limited operating history to date has given indications that the processing plant has the capacity to operate at well above the nameplate design throughput of 4.0 million tonnes per annum once the ore blend has been optimised. Work will continue in the current quarter to optimise the processing plant.

The ore feed selected for processing from the stockpile during the quarter was predominantly lower grade material as is normal practice during the commissioning phase. The milled grade for the quarter was 1.66g/t gold.

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Quarterly Report to 30 September 2012

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Mining

Mining in the September 2012 quarter continued in the Stage 1 Garden Well open pit down to the 447 mRL from both free dig and blasted cap rock material. Mining also commenced during the quarter in the Stage 2 and 3 cutbacks from surface down to the 476 mRL. The total material moved is ahead of schedule as an additional (third) excavator was mobilised to Garden Well by the mining contractor in anticipation of mining at the Rosemont Gold Project in the March 2013 quarter. This third excavator has been focussed on removing waste to expose additional ore in expectation of the Garden Well plant performing above nameplate design in the future.

During the September 2012 quarter a total of 3.4 million bcm of material was mined including 417,000 bcm of ore. From commencement of mining a total of 9.6 million bcm has been mined, entirely from the oxide zone of the deposit. It is expected that mining of the transitional material will commence in the December 2012 quarter.

Reserve reconciliation in the early ore zones that have been mined to date has returned (as estimated by grade control) minable ore of 877,000 tonnes at 1.97 g/t for 55,646 ounces of gold. This compares to reserves in these areas of 682,000 tonnes at 2.27 g/t for 50,000 ounces. It is considered too early in the mining of the Garden Well open pit to draw any conclusions from the reconciliation to date given firstly that such a small volume of ore has been mined. Secondly, results to date are only from grade control (not from actual milled results) as 516,000 tonnes of the ore mined was still in the run of mine stockpile at the end of the quarter.

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Processing plant at Garden Well

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Quarterly Report to 30 September 2012

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Power plant at Garden Well

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First ore to the mill at Garden Well

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Quarterly Report to 30 September 2012

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Garden Well open pit

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First gold from Garden Well

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Quarterly Report to 30 September 2012

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EXPLORATION

Overview

Significant exploration activities were undertaken on various projects within the Duketon Gold Project during the quarter. Exploration drilling during the quarter totalled 36,031 metres (including 5,850 metres of water exploration drilling), broken down as follows:

By Drilling Type	By Project
Type No. Holes Metres	Project Metres
Aircore 177 14,149	Garden Well 16,346
RC 207 19,371	Bandya (formerly Gum Well) 14,149
Diamond 11 2,511 Total 319 **36,031 **
	Rosemont 4,918
	Moolart Well 618
	Total **36,031 **

Garden Well Gold Deposit

RC and diamond drilling continued at Garden Well during the quarter to fully define the strike extent and down dip continuation of gold mineralisation at the southern end of the deposit. A further 41 RC holes (RRLGDRC290, 292-323, 325-326, 328-330, 332, 335, 337) were drilled during the quarter for 8,318 metres at the southern end of the current gold resource, south of line 6912440mN where the deposit is still open along strike and down dip.

Project to date RC drilling at Garden Well totals 302 holes for 60,925 metres on 40 metre spaced east-west traverses over a north-south strike distance of 1,680 metres from 6911600mN to 6913280mN.

Gold assay results were received from RC drilling in the September 2012 quarter. Highlights from this RC drilling include:

Outside the current Resource Envelope

GDRC290: 7 metres @ 3.70 g/t gold from 167 to 174 metres. GDRC290: 11 metres @ 2.79 g/t gold from 217 to 228 metres. GDRC292: 5 metres @ 2.00 g/t gold from 263 to 268 metres. GDRC303: 6 metres @ 2.28 g/t gold from 24 to 30 metres. GDRC312: 13 metres @ 1.62 g/t gold from 50 to 63 metres. GDRC314: 17 metres @ 1.07 g/t gold from 91 to 108 metres. GDRC316: 18 metres @ 1.86 g/t gold from 137 to 155 metres. GDRC317: 22 metres @ 5.61 g/t gold from 175 to 197 metres. GDRC318: 17 metres @ 4.74 g/t gold from 220 to 237 metres. GDRC319: 23 metres @ 3.91 g/t gold from 268 to 291 metres. GDRC319: 8 metres @ 1.27 g/t gold from 332 to 340 metres. GDRC323: 12 metres @ 3.44 g/t gold from 198 to 210 metres. GDRC326: 63 metres @ 1.52 g/t gold from 180 to 243 metres.

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Quarterly Report to 30 September 2012

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GDRC328: 26 metres @ 2.39 g/t gold from 159 to 185 metres.

Inside the Current Resource Envelope

GDRC294: 26 metres @ 2.05 g/t gold from 31 to 57 metres. GDRC300: 17 metres @ 2.27 g/t gold from 81 to 98 metres.

Comprehensive details of the above drill results were included in the Company’s ASX announcement of 19 October 2012.

RC drilling in 2012 has confirmed that the Garden Well gold mineralised zone extends south to at least 6911600mN, a distance of 520 metres south of the current southern Reserve limit at 6912120mN in the planned open pit. Further RC drilling is planned initially on 80 metre spaced E-W lines to define the southern limit of the mineralisation. This will be followed by 40 metre spaced infill drilling if results are encouraging.

The updated gold gram metre plan shows at least three high grade shoots plunging south east and a fourth high grade shoot developing near the southern extremities of current drilling at line 6911800mN. The fourth high grade shoot is open down plunge and requires further drilling.

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Quarterly Report to 30 September 2012

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A long section of Garden Well with contoured gold gram-metre drill hole intercepts is shown below. This also confirms the fourth south east plunging high grade gold shoot. The extent of current drilling south of the current Ore Reserve boundary and planned additional RC and Diamond drilling are also shown.

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A cross section from the current drilling programme on line 6911680mN (440 metres south of the current Ore Reserve boundary) is shown on page 10. High grade zones were intersected in holes RRLGDRC317, 318 and 319 defining a fourth south east plunging high grade shoot.

The cross section confirms the change in the gold mineralised host rock south of the current reserve envelope from dominantly talc-carbonate ultramafic rocks to black shale and silicified shale and chert with minor additional gold mineralisation in BIF. The silicified shale and chert hosted stratigraphy shows different alteration, dominated by silica and pyrite. The shear zone hosting the Garden Well orebody is traversing the local stratigraphy and migrating further east from a dominantly ultramafic host in the north to a dominantly sedimentary host in the south. Gold mineralisation within the silicified shale and chert sequence has a slightly steeper dip and is confined to a narrower zone although the gold grade appears slightly higher than the ultramafic host rock to the north.

The down dip extent of this new gold mineralisation has not been fully defined. RC and diamond drilling is planned to test this new mineralisation down to 300 metres below surface. RC drilling will also continue further south of line 6911600mN (southern extremity of current drilling) with a focus on defining the southern extent of gold mineralisation. A further 50 RC holes are planned to fully define the gold mineralised zone down dip and to the south.

This drilling will continue in the December 2012 quarter and is expected to form the basis of updated Resource and Reserve estimations to be completed early in 2013.

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Quarterly Report to 30 September 2012

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Diamond drilling continued at the southern end of Garden Well during the quarter with a further 9 holes (RRLGDRCD278-279, 291, 324, 331 and RRLGDDD050-053) drilled for 2,179 metres. The holes are the early part of a programme designed to infill the current inferred resource model and to further define the down dip extent of the gold mineralised zone. Most of the diamond holes were located between the high grade shoots in those areas of the pit so have not added to the geological understanding of those areas.

Significant results from the current diamond drilling programme include:

GDRCD240: 7 metres @ 1.48 g/t gold from 330 to 337 metres. GDRCD281: 7 metres @ 1.55 g/t gold from 240 to 247 metres. GDRCD282: 9 metres @ 2.07 g/t gold from 253 to 262 metres.

All holes drilled to date (except for RRLGDRCD278 and 279) are in the current Resource envelope but not in the current Reserve estimate. A detailed table of significant diamond results for the quarter is included in Appendix 1.

A further twenty five (25) diamond holes are also planned south of 6912160mN to test the depth extent of the third and fourth higher grade zone down to 300 metres vertical depth and the southern limits of newly discovered gold mineralisation at Garden Well on 40 metre spaced east-west traverses.

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Quarterly Report to 30 September 2012

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Rosemont Gold Deposit

The Rosemont Gold Project is located approximately 9 kilometres north-west of the Garden Well Gold Mine. Rosemont has a Resource of 21.3MT at 1.57 g/t for 1.08 million ounces of gold and a Reserve of 8.7MT at 1.73g/t for 487,000 ounces of gold. The development of the project is expected to commence early in the March 2013 quarter and to this end the purchases of a number of long lead capital items were committed during the quarter.

RC drilling commenced at Rosemont in March 2012 to define the extent of gold mineralisation immediately north of the current Rosemont open pit design. The Resource extends approximately 800 metres north of the current open pit design. In this area the Resource is based on shallow RC and Aircore drilling and is entirely in the Inferred category. The drilling programme completed during the June 2012 quarter was designed to convert Resources into the Indicated category and to extend the resource envelope.

A further 19 holes (RRLRMRC052-070) for 3,199 metres were drilled during the quarter to follow up anomalous intersections identified in the previous drill programme in the June 2012 quarter.

13 of the 19 holes in the programme (RMRC052, 054-056, 059-061, 064-066, 068-070) were drilled outside of the current Inferred Resource envelope. The remaining holes were drilled inside the Inferred Resource envelope and should provide sufficient density of drilling to allow conversion of resources in this area to Indicated category. A Resource and Reserve update is expected in the December 2012 quarter.

Highlights from RC drilling at Rosemont include:

Holes outside the current Inferred Resource envelope

RMRC065: 2 metres @ 4.64g/t gold from 29 to 31 metres. RMRC068: 6 metres @ 2.22g/t gold from 36 to 42 metres. RMRC069: 11 metres @ 1.97g/t gold from 44 to 55 metres. Holes inside the current Inferred Resource envelope RMRC058: 5 metres @ 9.12g/t gold from 134 to 139 metres. RMRC058: 14 metres @ 4.61g/t gold from 142 to 156 metres. RMRC058: 4 metres @ 4.58g/t gold from 167 to 171 metres. RMRC062: 13 metres @ 1.54g/t gold from 64 to 77 metres. RMRC063: 8 metres @ 2.96g/t gold from 95 to 103 metres. RMRC063: 5 metres @ 8.46g/t gold from 129 to 134 metres. RMRC063: 23 metres @ 1.95g/t gold from 137 to 160 metres. RMRC067: 2 metres @ 13.51g/t gold from 59 to 61 metres. RMRC067: 8 metres @ 1.94g/t gold from 93 to 101 metres. A comprehensive table of significant results for the quarter is included in appendix 2.

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Quarterly Report to 30 September 2012

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The RC drilling completed to date in 2012 has confirmed that the gold mineralised zone at Rosemont continues for at least 1,150 metres NNW of the current open pit design and is still open north of the current limit of drilling. Further ethnographic and archaeological surveys will be required for ground clearance in order to drill test the strike extension further north of this mineralisation.

Petra Gold Deposit

The Petra gold deposit is located 15 kilometres east-southeast of the Moolart Well gold plant and has an Inferred gold resource of 400,000 tonnes at 3.12g/t for 42,000 ounces. Previous Aircore drilling has defined a significant quartz lode containing gold mineralisation over a 600 metre strike length. Previous drilling was conducted on lines 180 to 200 metres apart.

During the quarter the Company obtained a new prospecting licence immediately to the north of the Petra project. Forty eight (48) aircore drill holes and 8 RC holes have been planned to test the northern extension of the main gold lode and associated supergene mineralisation on the new licence. The drilling is expected to commence in the current quarter subject to rig availability.

An updated resource and maiden reserve is expected in the March 2013 quarter.

Regional Gold Exploration

Bandya Project (Formerly Gum Well Corridor)

Numerous gold targets have been identified under shallow palaeochannel cover in the Gum Well to Hootanui corridor over a 20-30 kilometre strike north west of Rosemont. The gold bearing shear zone hosts significant known gold deposits (the largest of which is Rosemont) and to date very limited effective drilling has been undertaken to test the strike extent of the structure.

During the quarter 177 Aircore holes were drilled (RRLSSAC256-432) for 14,149 metres in the Bandya Project area. All drilling was sampled on 4 metre composite intervals and analysed for gold and base metals. Analytical results were received for 4 metre composite samples for holes RRLSSAC208-432 (Holes RRLSSAC208-255 were drilled in the previous quarter). Anomalous gold results from 4 metre composite samples were resampled at 1 metre intervals.

Significant assays results from 4m composite samples for RRLSSAC208-432 at Bandya are shown below:

Hole No	Northing (mN)	Easting (mE)	From (m)	To (m)	Interval (m)	Gold g/t
RRLSSAC253	6936008	417580	80	92	12	1.64
RRLSSAC255	6938705	413042	56	60	4	1.21
RRLSSAC255	6938705	413042	84	88	4	1.81
RRLSSAC260	6941498	413809	80	84	4	1.58
RRLSSAC302	6939704	413562	28	32	4	1.2
RRLSSAC305	6939702	415321	56	60	4	4.71
RRLSSAC320	6941188	414160	44	48	4	2.78
RRLSSAC428	6948378	412826	56	60	4	1.93

All coordinates are AGD 84. Holes drilled at -60° to 090°. All assays determined on 4m composite spear samples by Aqua regia.

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Quarterly Report to 30 September 2012

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Significant assays results from 1 metre re-samples for RRLSSAC142, 235, 253, 255, 302 and at Bandya are shown below (Holes RRLSSAC208-255 were drilled in the previous quarter):

Hole No	Northing (mN)	Easting (mE)	From (m)	To (m)	Interval (m)	Gold g/t
RRLSSAC142	6938699	413023	90	91	1	7.96
RRLSSAC235	6942900	412410	46	47	1	8.82
RRLSSAC253	6936005	417585	80	83	3	1.18
RRLSSAC253	6936005	417585	86	90	4	2.5
RRLSSAC255	6938705	413042	85	88	3	1.85
RRLSSAC302	6939700	413560	25	32	7	0.63
RRLSSAC302	6939700	413560	65	66	1	1.21

All coordinates are AGD 84. Holes drilled at -60° to 090°. All assays determined on 1m spear samples by Aqua regia.

This completes a six month stage one programme of Aircore drilling to locate undercover gold targets. A total of 432 holes for 35,238 metres were drilled on 400 to 500 metre spaced east-west traverses across the shear zones. This is very early stage regional exploration with significant further drilling required to follow up this initial programme.

CORPORATE

Acquisition of McPhillamys Gold Project

During the quarter Regis executed an agreement with Newmont Exploration Pty Ltd and Alkane Resources Limited to acquire the McPhillamys Gold Project in the Bathurst region of New South Wales. The acquisition of the project presents Regis with an excellent medium term development opportunity beyond the current growth projects at the Company’s Duketon operations in Western Australia.

The total consideration to be paid is $150 million, to be allocated between Newmont and Alkane in their respective joint venture interests. The consideration payable to both parties will be satisfied by the issue of Regis shares. The number of shares to be issued will be calculated based on an issue price of $4.20 per share, being the 45 trading day VWAP of Regis shares ending on the date of the letter of agreement.

Formal documentation was executed in October 2012 and it is expected that the conditions precedent to the transaction will be satisfied early in November 2012 allowing for the settlement of the transaction once shareholder approval is received at the Company’s annual general meeting.

The McPhillamys Gold Project has a quoted gold resource, at a 0.5g/t lower cut, as follows:

Resource Category	Tonnes	Gold Grade	Ounces (000’s)
	(millions)	(g/t)
Indicated	41.3	1.27	1,685
Inferred	16.1	1.57	815
Total	57.4	1.36	2,500

NB Alkane has previously quoted the McPhillamys Resource using both 0.3g/t and 0.5g/t lower cut off grades and including mineralisation in an outer ore envelope. Regis has chosen to quote the resource at a 0.5g/t lower cut and excluding the outer ore envelope.

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Quarterly Report to 30 September 2012

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The quoted resource is drilled on a relatively broad space 100 metre x 100 metre pattern. Regis envisages the completion of an additional 22,000 metres of RC and Diamond Drilling over the next twelve months to reduce the pattern to 50 metres x 50 metres. This density of drilling is expected to be sufficient to allow Regis to estimate a maiden reserve.

Preliminary metallurgical studies on the deposit have indicated an expected conventional Carbon in Leach (CIL) processing recovery in the order of 85%. The deposit is partially polymetallic in nature with zones of copper, mercury and gold tellurides impacting on the likely gold recoveries. Preliminary test work indicates that higher recoveries may be possible with finer grinding treatment. Given that the project is located in close proximity to the low cost (relative to diesel generated power) NSW grid power, finer grind options will be investigated in future metallurgical test programmes.

The Company expects to begin the drilling program upon settlement and contemporaneously with this commence studies and work aimed at satisfying the numerous technical requirements for completion of a definitive feasibility study in to the potential development of an open pit, CIL extraction project at McPhillamys. This work leading up to the commencement of a definitive feasibility study (DFS) is expected to take in the order of 24 months to complete.

A DFS is likely to take a further 12 months to complete. Assuming that the DFS confirms a viable gold project at McPhillamys, Regis would then move to commence development of an operation.

Gold Sales & Hedging

At the end of the quarter the Company had a total hedging position of 221,756 ounces, being 106,750 ounces of flat forward contracts with a delivery price of A$1,409 per ounce and 115,006 ounces of spot deferred contracts with a price of A$1,565 per ounce. The Company also has sold a gold call option for 50,000 ounces, expiring 31 December 2012 at a strike price of A$1,600 per ounce.

During the September 2012 quarter, Regis sold 37,963 ounces of gold at an average price of A$1,648 per ounce (June 12 qtr: 27,706 ounces at A$1,633 per ounce). Included in the gold sales was 6,876 ounces were from Garden Well production.

Cash Position

As at 30 September 2012 Regis had $19.6 million in cash and bullion holdings (June 2012: $9.7m) and had drawn down the project loan facility to $30.4 million (unchanged from 30 June 2012). Cash flow from the Moolart Well gold mine operation for the quarter was $36.2 million (June 2012: $26.6m). Expenditure during the quarter on the development of the Garden Well project was $29.5 million (June 2012: $38.0m) and this was all funded out of operational cashflow and cash holdings (ie no further debt drawdown during the quarter).

A copy of the Company’s Mining Exploration Entity Quarterly (Appendix 5B) report in accordance with Listing Rule 5.3 is attached.

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Quarterly Report to 30 September 2012

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CORPORATE DIRECTORY

Regis Resources Ltd

ACN 009 174 761

Registered Office :

First Floor, 1 Alvan Street Subiaco, WA Australia 6008 Tel +618 9442 2200 Fax +618 9442 2290

Website www.regisresources.com Email enquiries@regisresources.com

Directors

Mr Mark Clark (Managing Director) Mr Morgan Hart (Executive Director) Mr Nick Giorgetta (Non Executive Chairman) Mr Mark Okeby (Non Executive Director) Mr Ross Kestel (Non Executive Director)

Company Secretary and CFO

Mr Kim Massey

Share Registry

Computershare Ltd GPO Box D182 Perth WA 6840 Shareholder Enquiries: 1300 557 010 (local) +613 9415 4000 (international)

ASX Listed Securities (as at 30 September 2012)

Security	Terms	Code		No. Quoted
Ordinary Shares		RRL		454,111,268
Options	Expiry 31 Jan2014 Exercise price $0.50	RRLO		5,595,958
Options	Expiry 31 Oct 2012 Exercise price $1.00	RRLOB		1,085,663

COMPLIANCE

The technical information in this report has been reviewed and approved by Mr Morgan Hart who is a member of the Australasian Institute of Mining and Metallurgy. Mr Hart has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the ‘Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Morgan Hart is a director and full time employee of Regis Resources Ltd and consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

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Quarterly Report to 30 September 2012

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APPENDIX 1 SIGNIFICANT RESULTS FOR DIAMOND DRILLING AT GARDEN WELL

Significant assay results for holes RRLGDRC240, 245, 254, 278, 279, 281 and 282 from half core split samples are shown below:

Hole No	Northing (mN)	Easting (mE)	From (m)	To (m)	Interval (m)	Gold g/t
RRLGDRCD240	6912999	436978	259	260	1	4.31
RRLGDRCD240	6912999	436978	330	337	7	1.48
RRLGDRCD240	6912999	436978	344.2	349	4.8	1.27
RRLGDRCD240	6912999	436978	353	361	8	1.04
RRLGDRCD245	6912371	437040	241	243	2	1.49
RRLGDRCD245	6912371	437040	248	252	4	1.26
RRLGDRCD245	6912371	437040	288	289.25	1.25	3.29
RRLGDRCD254	6912233	437078	34	36	2	1.12
RRLGDRCD254	6912233	437078	275.95	280	4.05	1.01
RRLGDRCD254	6912233	437078	285.3	287	1.7	1.41
RRLGDRCD254	6912233	437078	297	303	6	0.79
RRLGDRCD254	6912233	437078	315	319.65	4.65	1.81
RRLGDRCD254	6912233	437078	344.45	346	1.55	0.59
RRLGDRCD278	6911599	436999	127.6	129	1.4	0.58
RRLGDRCD281	6912199	437068	240	247	7	1.55
RRLGDRCD281	6912199	437068	252	253.2	1.2	1.85
RRLGDRCD281	6912199	437068	256.75	258	1.25	2.87
RRLGDRCD281	6912199	437068	271.4	273	1.6	4.42
RRLGDRCD281	6912199	437068	288	292.1	4.1	1.00
RRLGDRCD281	6912199	437068	329	333.62	4.62	0.90
RRLGDRCD282	6912158	437021	90.1	91.6	1.5	2.95
RRLGDRCD282	6912158	437021	191	194	3	2.25
RRLGDRCD282	6912158	437021	197.1	202	4.9	1.79
RRLGDRCD282	6912158	437021	207	209	2	1.18
RRLGDRCD282	6912158	437021	235.1	238	2.9	2.08
RRLGDRCD282	6912158	437021	245	250	5	0.99
RRLGDRCD282	6912158	437021	253	262	9	2.07
RRLGDRCD282	6912158	437021	275	285	10	0.75

All coordinates are AGD 84. Holes drilled at -60° to 270° except RRLGDRCD240 drilled at -70° to 270° All Intercepts calculated using a 0.5g/t lower cut, no upper cut, maximum 2m internal dilution. All assays determined on half core samples by fire assay.

Page 16

Quarterly Report to 30 September 2012

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APPENDIX 2 SIGNIFICANT RESULTS FOR RC DRILLING AT ROSEMONT

Significant assay results for holes RRLRMRC052-070 from 1 metre samples are shown below:

Hole No	Northing (mN)	Easting (mE)	From (m)	To (m)	Interval (m)	Gold g/t
RRLRMRC058	6920958	427820	48	51	3	1.21
RRLRMRC058	6920958	427820	134	139	5	9.12
RRLRMRC058	6920958	427820	142	156	14	4.61
RRLRMRC058	6920958	427820	167	171	4	4.58
RRLRMRC062	6921118	427760	64	77	13	1.54
RRLRMRC063	6921098	427720	95	103	8	2.96
RRLRMRC063	6921098	427720	129	134	5	8.46
RRLRMRC063	6921098	427720	137	160	23	1.95
RRLRMRC064	6921191	427758	22	24	2	3.30
RRLRMRC065	6921218	427726	29	31	2	4.64
RRLRMRC067	6921244	427663	59	61	2	13.51
RRLRMRC067	6921244	427663	73	75	2	2.54
RRLRMRC067	6921244	427663	93	101	8	1.94
RRLRMRC068	6921308	427683	36	42	6	2.22
RRLRMRC069	6921443	427500	44	55	11	1.97
RRLRMRC069	6921443	427500	131	144	13	0.90
RRLRMRC070	6921432	427460	187	190	3	1.18

All coordinates are AGD 84. Holes drilled at -60° to 075°.

All Intercepts calculated using a 0.5g/t lower cut, no upper cut, maximum 2m internal dilution. All assays determined on 1m split samples by fire assay.

Page 17

Appendix 5B Mining exploration entity quarterly report

Rule 5.3

Appendix 5B

Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10.

Name of entity

Name of entity
Regis Resources Limited
ABN 28 009 174 761 Consolidated statement of cash flows
	30 September 2012
Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for: (a) exploration & evaluation (b) development (c) production (d) administration 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other (provide details if material) - Option premium income Net Operating Cash Flows*	Current quarter $A’000	Year to date (3 months) $A’000
	62,561 (5,759) (29,579) (18,240) (1,977) - 30 (743) - 2,363	62,561 (5,759) (29,579) (18,240) (1,977) - 30 (743) - 2,363
	8,656	8,656
Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other (provide details if material) - Proceeds from closure of term deposits - Payments for mine property development Net investing cash flows 1.13 Total operating and investing cash flows (carried forward)	- - (1,631) - - - - - - (14)	- - (1,631) - - - - - - (14)
	(1,645)	(1,645)
	7,011	7,011

• includes capitalised pre-production expenditure for the period.

• See chapter 19 for defined terms.

Appendix 5B Page 1

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Appendix 5B Mining exploration entity quarterly report

	Current quarter $A’000	Year to date (9 months) $A’000
1.13 Total operating and investing cash flows (brought forward)	7,011	7,011
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other (provide details if material) - Share issue costs - Proceeds from shares not yet issued Net financing cash flows	942 - - - - (3) 154	942 - - - - (3) 154
	1,093	1,093
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end ofquarter*	1,353 -	1,353 -
	9,457	9,457

• Not included is gold on hand at end of quarter of 6,290oz at $1,600/oz for $10.1 million.

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

1.23 Aggregate amount of payments to the parties included in item 1.2 1.24 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000
	205
	-
1.25 Explanation necessary for an understanding of the transactions

• See chapter 19 for defined terms.

Appendix 5B Page 2

30/9/2001

Appendix 5B Mining exploration entity quarterly report

Non-cash financing and investing activities

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

Nil.

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

Nil.

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1 Loan facilities 3.2 Credit standby arrangements	Amount available $A’000	Amount used $A’000
	80,000	30,358
	-	-
Estimated cash outflows for next quarter
4.1 Exploration and evaluation 4.2 Development 4.3 Production* 4.4 Administration		$A’000
		4,093
		9,354
		41,302
		1,424
Total		56,174

• Does not include any receipts from operations.

Reconciliation of cash

Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items inthe accountsis asfollows.	Current quarter $A’000	Previous quarter $A’000
5.1 Cash on hand and at bank 5.2 Deposits at call 5.3 Bank overdraft 5.4 Other (provide details)	9,457	1,353
	-	-
	-	-
	-	-
Total: cash at end of quarter(item 1.22)**	9,457	1,353

** Not included is gold on hand at end of quarter of 6,290oz at $1,600/oz for $10.1 million. (Previous quarter: 4,602oz at $1,806/oz for $8.3 million)

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased	Tenement reference	Nature of interest (note (2))	Interest at beginning of quarter	Interest at end of quarter
	E38/1945 E38/1946 E38/1947 E38/1948 P38/3354 P38/3355 P38/3357 P38/3372 P38/3373 P38/3521	Relinquished Relinquished Relinquished Relinquished Relinquished Relinquished Relinquished Relinquished Relinquished Lapsed	100% 100% 100% 100% 100% 100% 100% 100% 100% 100%	0% 0% 0% 0% 0% 0% 0% 0% 0% 0%
	G38/29 G38/30 G38/31 G38/32 L38/219 P38/3954	Granted Granted Granted Granted Granted Granted	100% 100% 70% 100% 100% 100%	100% 100% 70% 100% 100% 100%

Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

	Total number	Numberquoted	Issue price per security (see note 3)	Amount paid up per security (see note 3)
7.1 Preference +securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy-backs, redemptions	-	-	-	-
	- -	- -	- -	- -
7.3 +Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital,buy-backs	454,111,268	454,111,268	-	-
	283,058 800,163 -	283,058 800,163 -	$0.5000 $1.0000 -	$0.5000 $1.0000 -
7.5 +Convertible debt securities	-	-	-

• See chapter 19 for defined terms.

Appendix 5B Page 4

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Appendix 5B Mining exploration entity quarterly report

	Total number	Numberquoted	Issue price per security (see note 3)	Amount paid up per security (see note 3)
7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted	- -	- -	- -
7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired during quarter	5,595,958 1,085,663 90,000 750,000 2,600,000 950,000 575,000 500,000 250,000 1,285,000	5,595,958 1,085,663 - - - - - - - -	Exercise price $0.5000 $1.0000 $0.1348 $0.4205 $1.0000 $2.2300 $2.7500 $3.0000 $3.9300 $4.0000	Expiry date 31 Jan. 2014 31 Oct. 2012 4 Feb. 2014 30 Jun. 2014 29 Sep. 2014 29 Apr. 2015 8 Nov. 2015 8 Nov. 2015 2 Feb. 2016 30 Jun. 2016
	1,285,000	-	$4.0000	30 Jun. 2016
	283,058 800,163	283,058 800,163	$0.5000 $1.0000	31 Jan. 2014 31 Oct. 2012
	-	-	-	-
7.11 Debentures (totals only)	-	-
7.12 Unsecured notes (totals only)	-	-

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4).

• 2 This statement does give a true and fair view of the matters disclosed.

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Sign here: (Company secretary)

Date: 30 October 2012

Print name: Kim Massey

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

Notes

• 1 The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

• 2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.

• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities .

• 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

== == == == ==

• See chapter 19 for defined terms.

Appendix 5B Page 6

30/9/2001