Hillgrove Resources
Annual Report 2019

Plain-text annual report

Annual Report for the year ended 31 December 2019 Hillgrove Resources Limited ACN 004 297 116 9 1 0 2 T R O P E R L A U N N A D E T I M I L S E C R U O S E R E V O R G L L I H Corporate Directory Corporate and Registered Office 5-7 King William Road, Unley S.A. 5061, Australia Tel: +61 8 7070 1698 Kanmantoo Copper Mine Eclair Mine Road Kanmantoo S.A. 5252, Australia Tel: + 61 8 8538 6800 Fax: + 61 8 8538 5255 Share Registry Boardroom Pty Limited Level 7, 207 Kent Street Sydney N.S.W. 2000, Australia Tel: + 61 2 9290 9600 Fax: + 61 2 9279 0664 Bankers Westpac Banking Corporation 31 Willoughby Road Crows Nest N.S.W. 2065, Australia Auditors PricewaterhouseCoopers 70 Franklin Street Adelaide S.A. 5000, Australia Web Site www.hillgroveresources.com.au General Enquiries Info@hillgroveresources.com.au Contents Chairman and Managing Director’s Statement Kanmantoo Copper Mine Exploration Mineral Resource and Ore Reserves Sustainability: Environment, Safety and Community Financial Statements Directors’ Declaration 1 3 5 10 12 13 66 Independent Auditor’s Report 67 Shareholder Information 74 Chairman and Managing Director’s Statement Dear Shareholders, The year in review Safety is a fundamental consideration in everything we do at Hillgrove. Although any injury is one too many, we are pleased to report that 2019 saw the lowest number of injuries recorded in a year since operations at Kanmantoo commenced in late 2011. The rolling 12-month total recordable injury frequency rate (TRIFR) remains at historically low levels, (46% reduction over the past 2 years). The past 12 months marked the commencement of the transition from producer to explorer / developer with the completion of the open pit mining activities in May and commencement of processing of the low grade ore stockpiles which is expected to continue through until the end of March 2020. Open pit mining was stopped prior to reaching the ultimate pit depth due to rockfalls in December 2018, and in February and May 2019. The cessation of mining ahead of the final design prevented all copper metal from being recovered, and increased unit mining costs due to delays as the pit was remediated and engineering controls implemented to ensure worker safety prior to recommencing mining. In addition, based on actual results the assumed loose stockpile density was reduced during the year by 9%, which in turn reduced the estimated copper content of the stockpile and further reduced the forward looking metal production forecast. Notwithstanding the geotechnical challenges in the pit, the 2019 copper and gold production guidance, as well as the C1 and capital cost guidance was met or bettered. Exploration expenditure overran cost guidance by $0.2m due to the acceleration of technical and regulatory approval studies which were brought forward to position Hillgrove to take advantage of any future underground mining opportunity. The cessation of mining resulted in the workforce downsizing from 185 employees at the beginning of the year to 55 by year end. The reduced cash cost structure since the completion of mining in May 2019 helped in operating cash flow generation of $21.8m. In 2019 the Company repaid the final $0.5 million owed in debt finance, reduced creditors from $26.6 million to $8.6 million, paid a fully franked cash dividend to shareholders of $8.8 million and ended the year with $9.3 million cash on hand. Empowering our community Over the past 4 years Hillgrove has assisted the local communities of Kanmantoo and Callington to create a clear and comprehensive Master Plan for the future management and development of the region. The Master Plan is a community led process supported by Hillgrove, designed to build community capability in the areas of Callington and Kanmantoo for a future after mining. This highly commended approach empowers the community to collectively strive for the betterment of the local region. Rehabilitation activities continued, with over 80 ha planted with native vegetation at year end, and the anticipated preparation of an additional ~40 ha that will be planted in 2020. A N N U A L R E P O R T 2 0 1 9 1 H I L L G R O V E R E S O U R C E S L I M I T E D Mr John Gooding Independent Non-Executive Chairman Mr Lachlan Wallace Chief Executive Officer and Managing Director Actively improving the site and surrounds by establishing high quality native vegetation fulfils a promise made to the local community over a decade ago when the restart of Kanmantoo was permitted. This, coupled with the launch of the Master Plan, are real world examples that can demonstrate how mining can leave a positive impact on the host community long after operations cease, which is increasingly important as we ramp up exploration activities in the local region and south east of South Australia. Chairman and Managing Director’s Statement (cont.) 9 1 0 2 T R O P E R L A U N N A 2 D E T I M I L S E C R U O S E R E V O R G L L I H Pumped Hydro Terminated In April 2019, Hillgrove announced it had entered into binding agreements with AGL Energy Limited (AGL), to sell the right to develop, own and operate the Pumped Hydro Energy Storage (PHES) project at the Kanmantoo mine site. The sale was subject to the satisfaction of a number of conditions which needed to be satisfied within specified timeframes. Ultimately the parties mutually agreed to terminate the agreement. Since signing the project agreements Hillgrove has conducted work on an underground mining project below the Giant Pit and continued to evaluate and explore the prospectivity of its tenements near the minesite and in south east of South Australia. Termination of the PHES agreement will enable Hillgrove to advance the evaluation of the Kavanagh Underground project. Outlook Hillgrove will continue to advance projects in close proximity to Kanmantoo that can come into operation relatively quickly, for a low capital investment, maximising the use of its existing infrastructure, including the low cost 3.6Mtpa processing plant and permitted tailings storage facility. When processing of the open pit stockpiles is completed, the workforce will downsize further. The Kanmantoo site will be placed on to care and maintenance to preserve the processing assets, and a small core group retained to focus on growth through the advancement of the Kavanagh underground studies and the continuation of a measured exploration and development programme. In addition, the Board will be reduced to conserve cash and Board renewal will consider the skills and experience that are necessary to guide the Company as it transitions to an explorer / developer. Kavanagh Underground The next phase of this strategy will focus on the evaluation of the Kavanagh Underground project which aims to access the depth extensions of the Kavanagh orebodies below the pit, using the 350m deep Giant Pit as a “quasi decline” to significantly reduce the capital investment requirements. A drilling program of a portion of the Central and East Kavanagh Cu-Au lode systems was completed in October 2019 with promising drilling results(1) and resulting in the release of the maiden underground Mineral Resource Estimate(2). Importantly, the drilling showed the mineralisation to be open both along strike to the north and south, as well as down dip. The drilling did not target the Western Kavanagh lode, which was the orebody that drove the open pit optimisation to depth, leaving an opportunity to expand the underground resource through additional drilling. In December 2019, Hillgrove received regulatory approval to commence the Kavanagh underground and expand the TSF. The termination of the PHES project agreement in February 2020 removes all encumbrances on the Kavanagh Underground, enabling Hillgrove to advance the project with certainty over tenure. In 2020 Hillgrove plans to advance the project through further drilling and progressing of the underground study. Hillgrove will also progress the advanced discussions it is having with multiple parties seeking a suitable funding partner in the event that the Kavanagh Underground project should proceed. Other Growth Projects In addition, Hillgrove will continue to identify opportunities to increase shareholder value through exploration, including the South Hub mineralisation(3), nearby exploration opportunities such as Stella and North West(4), and the broader south east exploration tenements, on which Hillgrove will continue to undertake low cost exploration to further demonstrate the iron oxide copper gold (IOCG) / porphyry prospectivity of the region. Financial and Operational Results Ending cash balance Debt reduction Creditor reduction / (addition) Cash flow from operating activities Dividend Paid 2019 $9.3M $0.5M $18.0M $21.8M $8.8M 2018 $2.5M $8.6M 2017 $0.5M $3.5M $21.7M ($11.9M) $18.0M $0.7M - - (1) ASX Release, 10-Oct-19, Excellent Drill Results from Kanmantoo Cu-Au Deposit. (2) ASX Release, 30-Oct-19, Maiden Kavanagh Underground Mineral Resource Estimate. (3) ASX Release, 27-Sep-19, Kanmantoo South Hub Cu-Au Growth Opportunity. (4) ASX Release, 29-Apr-19, Cu-Au and Cu-Mo Zones Uncovered by Exploration. Kanmantoo Copper Mine, South Australia ACHIEVED GUIDANCE – Production of 13,783 Tonnes of Copper in Concentrate EXCEEDED TOP END OF GUIDANCE – Production of 3,651 Ounces of Gold ACHIEVED GUIDANCE – Cash Costs of $US2.21 Per Pound Kanmantoo Highlights ■ SAFE COMPLETION OF OPEN PIT MINING ■ CONTINUED PROGRESSIVE REHABILIATION PROGRAMME WITH 84HA NOW PLANTED AND AN ADDITIONAL 40HA PLANNED FOR 2020. ■ ADVANCED GROWTH PIPELINE INCLUDING STAGED UNDERGROUND DEVELOPMENT AT KANMANTOO, AND NEAR MINE AND REGIONAL EXPLORATION OPPORTUNITIES. A N N U A L R E P O R T 2 0 1 9 3 H I L L G R O V E R E S O U R C E S L I M I T E D Kanmantoo Copper Mine, South Australia (cont.) 9 1 0 2 T R O P E R L A U N N A 4 D E T I M I L S E C R U O S E R E V O R G L L I H Hillgrove’s flagship development is the open pit Kanmantoo Copper Mine in South Australia, located 55 kilometres from Adelaide. The site is in an enviable position - close to road, rail, power and Port Adelaide. The exploration and mining lease is scattered with historical copper and base metal operations and includes the former Kanmantoo Mine, a medium sized copper operation that operated from 1971 to 1976. The location of the Kanmantoo Copper Mine offers many operational and logistical advantages, with a main highway passing close to the project and being approximately 90km by road to Port Adelaide, permitting the trucking of copper concentrate. The mine site is connected to the electricity grid and has mains water available, although most of the process water is supplied by the District Council of Mount Barker’s treated waste water programme with a supplementary (untreated) supply from SA Water, providing 100% redundancy to the Mount Barker supply. Completion of the Giant open pit in May 2019 saw the cessation of mining operations and a reduction of around 130 employees. Approximately 55 Hillgrove employees remain at the operation as stockpiled ore is processed, exploration and evaluation activities are conducted and site rehabilitation works are undertaken. Due to Kanmantoo’s location close to the outer- Adelaide regional centres of Mt Barker and Murray Bridge, there is no requirement to provide fly in/fly out facilities. The resulting mix of staff comprises about 18% from the local area, 61% from the nearby regional area and the remaining 21% from the Adelaide metropolitan area. Calendar year 2019 (CY19) safety performance remained positive with the number of recordable injuries decreasing to 4 (CY18: 6). However, the Total Reportable Injury Frequency Rate (TRIFR) increased to 11.0 injuries per million work hours (CY19: 8.2) due to the lower number of hours worked as a result of less employees and contractors at the operation. The Company is focussed on an injury free transition from producer to explorer / developer. Copper production during 2019 was 13,783 tonnes of copper in concentrate and gold production was 3,651 ounces of gold in concentrate. C1 costs were within guidance at US$2.21/lb of copper produced (guidance US$2.00/ lb to US$2.30/lb). Processing of high grade ore was completed in June 2019 with low grade stockpiled ore processed for the remainder of the year. Mining costs were $26.94/BCM with mine production ceasing in May 2019. The increase in unit mining costs (CY18: $18.28/BCM) was expected due to the slower advance as the pit became deeper and more exposed to geotechnical issues. The December 2018 rock fall resulted in a “step-in” to the pit wall design, and subsequent rockfalls in February and May 2019 resulted in the final pit planned depth not being achieved due to safety concerns. In addition to reducing the amount of recoverable ore, these rockfalls delayed the rate of advance as the pit was continually inspected and remediated to ensure the safety of our employees, which was the primary driver of the mining unit cost increase. Ore production from the pit for the year was 1.6M tonnes (CY18: 5.7M tonnes). ROM costs increased to $1.71 per tonne milled (CY18: $0.80) due to the commencment of reclaiming of low grade ore from the stockpile using a small fleet of haul trucks and a production excavator. Ore processed through the mill was 3.45M tonnes, an increase from the previous year (CY18: 3.32M tonnes). Processing costs were $7.12 per tonne milled which was a reduction from the previous year (CY18: $8.43/ tonne milled) due to lower electricity costs and improved plant availability resulting in lower maintenance costs. Hillgrove continued its engagement during the year with the local Kanmantoo Callington Community Consultative Committee (K4C). CY19 saw the K4C launch the K4C regional master plan which focusses on how the mine can have a lasting positive effect on the local area, through shared infrastructure and enhancing the local environment by linking onsite rehabilitation works with offsite vegetation. Along with direct employment opportunities and the significant use of local suppliers and businesses, Hillgrove continues to support local township community events and sporting groups, and engages with local Councils on support and provision of services. The Company also supports the awareness of and education in the mining industry through its support of mining training, induction programmes and scholarships for study in the resources industry. Exploration Near Site, Near Mine and Regional Exploration In 2019, the Company continued to advance a number of opportunities for organic growth around the Kanmantoo infrastructure, principally the Kavanagh Underground project and South Hub Cu-Au mineralisation. In addition the Company progressed its exploration for large scale magmatic Cu-Au targets at the Kanappa and Mt Rhine Cu-Au projects, and upon its regional south- east Porphyry Cu-Au tenements. The progress of these opportunities has been reported in several announcements during 2019 on 30 January, 9 April, 29 April, 30 April, 20 June, 27 September, 10 October, 30 October and 29 November 2019. The Company has prioritised its exploration and development activities to optimise its operational infrastructure and capability at Kanmantoo (Figure 2) and a summary of the status of these projects are as follows. Kanmantoo Underground The Kavanagh Underground project is the most attractive investment Nuriootpa Gawler Kanmantoo Regional EL5628 Mount Pleasant Sedan Mt Rhine Kanappa River St Vincent Gulf NW Kanmantoo ADELAIDE Mannum u r r a y M Kanmantoo (ML6345) Kanmantoo Callington EL 6294 Bowhill - Cu Meadows Strathalbyn Wheal Ellen EL6176 Milang Lake Alexandrina Cooke Plains Moorlands - Cu Cooke - Cu Sherlock - Cu, Zn Peake EL 6208 Victor Harbour Yumali - Cu Kiki - Cu, Ni Kangaroo Flat - Mn EL 6174 EL 6175 Coonalpyn Alamil - Cu Richardson - Cu Colebatch - Mo Tintinara EL 6207 Tolmer - Cu Cadzow - Cu EL 6397 NORTH 0 25 kilometres Black Range - Cu Hillgrove tenements Mine Exploration Project Figure 1: South Australia tenement & project map. A N N U A L R E P O R T 2 0 1 9 5 H I L L G R O V E R E S O U R C E S L I M I T E D opportunity for Hillgrove given its likely short development timeframe and low capital cost. The recent termination of the PHES agreement with AGL removes all restrictions to the Kavanagh Underground project. In 2019 the Company drill tested a portion of the down-dip extension of the Kavanagh mineralisation beneath the Giant Pit to estimate an Indicated and Inferred Mineral Resource (Figure 3) for the Central and East Kavanagh lodes. In 2017, the Company demonstrated the extension of several high grade copper-gold zones beyond the final open pit design. KANMANTOO Under Mine Operational Open Pit & Stockpiles N e a r T e r m Kavanagh Underground South Hub V a l u e R e a l i s a t i o n Stella North West Mullewa Near Mine Regional Mt Rhine Kanappa South East IOCG / Porphyry Province Results of the 2019 Kavanagh drilling(1) include: ■ KTDD187-Parent 6.0m @ 0.80% Cu, 0.04 g/t Au, 2.0 g/t Ag from 429m downhole ■ KTDD187_W1 14.55m @ 1.9% Cu, 0.08 g/t Au, 4.4 g/t Ag from 442.45m downhole ■ KTDD187_W2 16.37m @ 3.0% Cu, 0.21 g/t Au, 7.8 g/t Ag from 434.73m downhole ■ KTDD187_W3 20.0m @ 2.1% Cu, 0.26 g/t Au, 6.8g/t Ag from 421m downhole ■ KTDD187_W4 no significant intersection at these criteria ■ KTDD187_W5 20.15m @ 1.5% Cu, 0.1 g/t Au, 4.1 g/t Ag from 393.25m downhole ■ KTDD187_W5 14.0m @ 2.4% Cu, 0.3 g/t Au, 6.7 g/t Ag L o n g e r T e r m from 420m downhole Figure 2 : Project status chart. (1) Intersections at a 0.6% Cu cut-off grade over a minimum of 5m horizontal width. Exploration (cont.) Near Mine and Regional Exploration (cont.) ■ KTDD187_W6 22.5m @ 2.5% Cu, 0.11 g/t Au, 6.9 g/t Ag from 372m downhole SOUTH GIANT OPEN PIT 9 1 0 2 T R O P E R L A U N N A 6 D E T I M I L S E C R U O S E R E V O R G L L I H ■ KTDD187_W7 10.3m @ 2.7% Cu, 0.27 g/t Au, 8.1 g/t Ag from 390.7m downhole ■ KTDD187_W8 7.5m @ 1.9% Cu, 0.53 g/t Au, 5.6 g/t Ag from 461m downhole ■ KTDD187_W9 11.6m @ 1.2% Cu, 0.10 g/t Au, 1.8 g/t Ag from 319m downhole ■ KTDD187_W10 18m @ 2.3% Cu, 0.16 g/t Au, 7.8 g/t Ag from 367m downhole ■ KTDD187_W11 6.1m @ 1.7% Cu, 0.10 g/t Au, 4.3 g/t Ag from 382m downhole. The conclusion of the phase 1 drilling has enabled an Indicated and Inferred Resource to be estimated. Table 1 on page 10 summarises the Mineral Resource Estimate (“MRE”) for the Central and East Kavanagh underground areas between 900 and 750 mRL at 0.6% Cu cut-off grade. Figure 3 shows the location of the drilling and MRE area. The Kavanagh Underground project has received regulatory approval, including the increase in tailings storage capacity by 7.5M tonnes. Hillgrove plans to advance the Kavanagh Underground through further drilling and finalisation of a feasibility study. Hillgrove will have a modest budget to advance the underground and will continue advanced discussions regarding the Kavanagh Underground funding with several interested parties should the project proceed. South Hub Underground Targets During 2019 the Company approximated an Exploration Target(2) at the Kanmantoo South Hub area (Table 3 on page 11) of between four and nine million tonnes with a target grade of between 1.2% and 2.2% Cu and 0.1 g/t to 0.3 g/t Au. NORTH 1100 RL 1000 RL Blast Hole Cu 0.1 - 0.3% Cu 0.3 - 0.6% Cu 0.6 - 1.5% Cu > 1.5% Cu East Kavanagh intersection Central Kavanagh intersection 2019 Drill holes 2006 Drill holes KTDD148 KTDD149 W09 KTDD029 900 RL KTDD027 0 100 W03 W04 W10 W05 W11 W06 metres W02 P W01 Area of MRE W07-East W07-Ctrl W08 800 RL KTDD071 700 RL 6114700mN 6114900mN 6115100mN Figure 3 : Kavanagh longitudinal section. Tailings Facility 6115000mN Processing Plant Giant Open Pit 6114500mN Emily Star Target Nugent Target Paringa Target 0 200 metres 317500mE 318000mE 318500mE 6114000mN Figure 4 : South Hub Exploration Targets. (2) The South Hub Exploration Target in this Annual Report is based on currently available data and was reported on 27 September 2019. The Exploration Target is conceptual in nature as there has been insufficient exploration to define a Mineral Resource. It is uncertain if further exploration will result in the determination of a Mineral Resource under the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, the JORC Code” (JORC 2012). A N N U A L R E P O R T 2 0 1 9 7 H I L L G R O V E R E S O U R C E S L I M I T E D Exploration (cont.) Near Mine and Regional Exploration (cont.) South Hub Underground Targets (cont.) The main target areas are Nugent and Emily (both previously mined as small open pits), and Paringa (not previously mined). 6120000mN 316000mE 320000mE North West Kanmantoo The South Hub Exploration Targets are within 900 metres of the Kanmantoo processing facility. Figure 4 shows the location of the South Hub targets. The South Hub Exploration Target suggests the potential for a significant underground opportunity beneath and/ or along strike of the recently mined Emily Star and Nugent open pits. Further work is planned to assess the economic importance of this target. Kanmantoo Near Mine Exploration Exploration activities within EL 5628 and within 5 kms of the Kanmantoo mine site have continued to advance a number of geochemical and geophysical targets towards drill testing including Stella and North West Kanmantoo. Figure 5 shows the location of these targets in proximity to the Kanmantoo Operations on a magnetic TMI image. Stella In 2019 the Magneto-Telluric (MT) survey undertaken at Stella in 2018 was infilled and a 3D inversion modelled. This model confirms the previous 2D conductivity zone with a coincident magnetic high and gravity Cu-Au Open Pit Operations Stella Target 6116000mN 6112000mN Mine Alteration Corridor Old Cu-Au shafts Structural domains NORTH 0 2 kilometres Figure 5 : Kanmantoo airmagnetics and structural trends. low. Figure 6 is a cross section of the modelled conductivity zone and modelled magnetic high. Aberfoyle completed one diamond drill hole near Stella in 1999(3). This drill hole is located approximately 300m north of the 2019 modelled conductivity zone. As reported by Aberfoyle, KAN001 intersected a 60m wide zone of chlorite-pyrrhotite- Fe-garnet altered sediments (128-188m downhole), within which: ■ 3.6m @ 0.39% Cu, 2.43 g/t Au, from 156.4m downhole, including ■ 0.9m @ 9.28 g/t Au, 0.18% Cu from 156.4m downhole; and ■ 6.56m @ 0.77% Cu, 0.84 g/t Au from 173m downhole This drill hole is considered to indicate that the Stella area is prospective for significant Cu-Au mineralisation. This target is now ready for drill testing. (3) Aberfoyle Ltd reported the results of drill hole KAN001 in 1999 in SARIG envelope 8183. The results herein are reported by Peter Rolley, a Competent Person as defined by the JORC Code for Reporting Exploration Results, who has inspected the drill core and the original assay sheets. 318100mE KTR C170 KTR C258 K A N01 Cu OPEN 318300mE East Cu-ppm < 200 200 - 500 500 - 1000 1000 - 2500 >= 2500 Au-g/t < 0.1 0.1 - 0.3 0.3 - 0.5 >= 0.5 North West Kanmantoo Mapping and sampling has identified a 4km long zone of Cu-Au anomalism (see figure 7) coincident with a strong magnetic high and broad widths of FeOx alteration and FeOx brecciation at surface, within 4.5kms of the Kanmantoo processing plant. Further geophysical and geochemical surveys are in progress. The rock chip sampling, where possible, across the North West Kanmantoo area has identified mineralisation with a strong magmatic association including: Modelled Magnetic Plate ■ Rock chip samples to 2.2 g/t Au, 0.1% Cu ■ Elevated Mo, Bi, Co, Sn, U, La, Ce Exploration (cont.) Near Mine and Regional Exploration (cont.) KTR C255 KTR C256 KTR C257 317900mE West 100mRL 0mRL Au -100mRL -200mRL Modelled MT Conductivity 0 100 metres -300mRL 9 1 0 2 T R O P E R L A U N N A 8 D E T I M I L S E C R U O S E R E V O R G L L I H Figure 6 : Sectional view of Stella conductive zone and nearest drilling. 316000mE 317000mE Gossan Zone Gold Zone 32 - 124 Cu ppm 15 - 31 Cu ppm 9 - 14 Cu ppm 3 - 8 Cu ppm 0.5 - 2 Cu ppm 0 500 metres Pipeline North West Kanmantoo Area Kanmantoo Hillgrove Mine Lease Kanmantoo Operations Stella Area NORTH 0 5 kilometres 6120000mN 6119000mN 6118000mN Figure 7 : Plan view of copper soil geochemistry at North West Kanmantoo. The area has not previously been drilled by Hillgrove or its predecessors. A series of three BX holes drilled in 1962 by the Department of Mines are not able to be spatially located, although somewhere in the area. These intersected strong copper mineralisation with attendant specular haematite, magnetite and chalcopyrite. Further work is in progress by Hillgrove, to define drill targets. Regional Exploration Kanappa Copper-Gold Exploration Hillgrove has previously reported the results of the diamond drilling at Kanappa that intersected copper-gold mineralisation within a skarn mineralising system. Kanappa is approximately 65 kms by road from the Kanmantoo operation. The petrology work on a suite of samples from all drill holes by internationally respected alteration petrologist, Dr Roger Taylor, has clearly identified the mineralisation as an overprinting Cu rich skarn with attendant alteration stages including: ■ Garnet-pyroxene ■ Amphibole-magnetite ■ Cu and Fe Sulphides A review of the whole rock geochemistry of the monzonites intersected by the drill holes shows that the magmatic system is classified as a Volcanic Arc Granite and classified within the Loucks (2014) porphyry fertility field. These drill results confirm the Company’s view that the Kanappa area is prospective for large scale magmatic related copper-gold mineral deposits and further work is continuing in the area. A N N U A L R E P O R T 2 0 1 9 9 H I L L G R O V E R E S O U R C E S L I M I T E D Exploration (cont.) Near Mine and Regional Exploration (cont.) Mt Rhine Copper-Gold Exploration Project The Company has previously identified two significant zones of copper-gold at Mt Rhine through a systematic soil and rock chip sampling program. In 2018, the stronger copper-gold zone was covered with a program of ground magnetics and pole-dipole IP which indicated a 1.7km long anomaly for drill targeting. Colebatch Prospect A significant discovery to date has been the re-location of the Colebatch molybdenum occurrences. Figure 8 below shows a face of one of the vein sets “spackled” with molybdenite. The molybdenite is associated with fluorite, chalcopyrite, and quartz veining and alteration selvedges through a chloritized, pyritic Quartz Monzonite. Petrology of the monzonite and attendant alteration by an international petrologist has classified it as a “classic Porphyry Cu-Mo system”. Two Cu-Mo occurrences were located, approximately 1.6 kms apart. There is no report of this area having been drilled or investigated for its copper molybdenum endowment. Field inspection of the copper-gold and conductivity anomaly has located a series of north-south striking carbonate Cu-Fe skarns over a strike length of 1km. These have never been drilled and present as a large scale Cu- Au magmatic target similar to the Kanappa style mineralisation. The Mt Rhine Project is 80kms via existing roads from the Kanmantoo processing plant and 12kms from the Kanappa copper-gold exploration project. South-East Exploration Project Hillgrove holds 5,652 sq kms of tenements in the south-east of South Australia within part of the Delamerian Orogen. The Delamerian Orogen is now being investigated by the Geological Survey of South Australia and MINEX-CRC for its porphyry copper-gold endowment as a consequence of the discoveries on the Stavely Belt also on the Delamerian Orogen in western Victoria. As a result of the government funding the geological investigations and ensuing drilling programs, the whole of the Delamerian in eastern South Australia, under cover of the Murray Basin, has been placed under a Section 15 tenement moratorium. The moratorium allows HGO to continue all its exploration activities, but does not permit any other Exploration Licences to be granted until the GSSA complete their geologic investigations. Hillgrove have implemented a program of passive-seismic data acquisition to model the depth of the Murray Valley Sediments over the prospective Cambrian basement to prioritise its exploration activities. This is proving to work very successfully and showing that large areas of the Company’s exploration area have cover of less than 100m. Figure 8 : Molybdenite, chalcopyrite, quartz and flourite vein. Alamil Prospect The Alamil prospect was discovered by Red Metal with drill hole KMD-07-01 in 2007. This drill hole intersected chlorite/epidote/adularia/carbonate zones with chalcopyrite and sulphides over 267m, from 86m to 353m downhole (vertical drill hole). Figure 9 is an example of one of these zones. Petrology has interpreted this low temperature mineral assemblage as epithermal in character. Figure 9 : Mineralised portion of NQ drill hole KMD-07-01 at 326.6m downhole. Exploration (cont.) 9 1 0 2 T R O P E R L A U N N A Near Mine and Regional Exploration (cont.) Sherlock Prospect The Sherlock prospect was discovered in 1994 by the State Government and partly drilled by Pasminco. As reported by Pasminco in SARIG Envelope 9015, SHR08 intersected a 38m long drill intercept of chlorite-biotite-pyrrhotite altered volcanics-sediments, carbonates and cherts, within which Pasminco reported an intersection of: ■ SHR08 0.5m @ 11.6% Cu, 1.1% Zn from 102m in basalts and volcaniclastics. The Company is continuing to compile the geology and geochemistry of this area. 10 Summary Overall, the large exploration holding is very prospective for large scale copper gold mineralisation and Hillgrove is continuing to prudently advance a number of exploration targets within the tenement packages in alignment with its stated objective of focusing on those with near term realisation. Indonesian Projects The Company is continuing to progress its withdrawal from Indonesia. The Indonesian projects have been on care and maintenance since 2013 and the carrying values of both projects were fully impaired in 2015. Pumped Hydro Energy Storage In April 2019, Hillgrove announced it had entered into binding agreements with AGL Energy Limited (AGL), to sell the right to develop, own and operate the Pumped Hydro Energy Storage (PHES) project at the Kanmantoo mine site. The sale was subject to the satisfaction of a number of conditions which needed to be satisfied within specified timeframes. Several of those conditions remained unsatisfied. After a period of extensive negotiations, Hillgrove and AGL have mutually agreed to terminate the PHES Project Agreement and associated project documents and effect a clean break without any further obligations on either party. D E T I M I L S E C R U O S E R E V O R G L L I H Mineral Resource and Ore Reserve Estimates Statement of Mineral Resource and Ore Reserve Estimates and Exploration Targets as at 31 December 2019 The Company has taken the view that, with the closure of the open pit mining operations, it is unlikely that further open pit mining will be able to be economically undertaken within the Kanmantoo Mining Lease area. As a result, the Companies’ Mineral Resource Estimate (“MRE”) is limited to the underground MRE as reported in October 2019. Table 1 summarises the Mineral Resource Estimate (“MRE”) for the Central and East Kavanagh underground areas between 900 and 750 mRL at 0.6% Cu cut-off grade. Table 1 – Mineral Resource Estimate for Central and East Kavanagh underground area Mine Kavanagh UG Total JORC 2012 Tonnage Classification Indicated Inferred (kt) 646 310 957 Cu (%) 1.63 1.8 1.7 Au (g/t) 0.13 0.2 0.14 Ag (g/t) 3.6 4.0 3.8 Cu Metal (kt) 10.5 6.0 16.2 Note: Copper Cut Off Grade is 0.60% Cu. Due to appropriate rounding, numbers may not sum. As a result of the cessation of open pit mining operations at Kanmantoo in May 2019 there is no longer an Ore Reserve reported for the Kanmantoo District, other than the remaining ore stockpiles which are still being processed. Mineral Resource and Ore Reserve Estimates (cont.) Table 2 – Kanmantoo Stockpile Ore Reserve Estimate as at 31 December 2019 Mine Stockpiles JORC 2012 Tonnage Classification Proved (mt) 0.8 Cu (%) 0.3 Au (g/t) Ag (g/t) Cu Metal (kt) 2.3 Note: The stockpiles are not assayed for gold or silver so no estimate for gold or silver grades are provided, however gold and silver are expected to be recovered from the stockpiles. The figures included in the Mineral Resource and Ore Reserve statements are estimates only and not precise calculations, therefore appropriate rounding according to JORC guidelines has been applied. Discrepancies in totals may occur due to rounding. South Hub underground copper-gold Exploration Target The South Hub Exploration Target in this Annual Report is based on currently available data and was reported on 19 September 2019. The Exploration Target is conceptual in nature as there has been insufficient exploration to define a Mineral Resource. It is uncertain if further exploration will result in the determination of a Mineral Resource under the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, the JORC Code” (JORC 2012). The Exploration Target is in addition to the Mineral Resource Estimates tabulated above. Hillgrove has approximated an Exploration Target at the Kanmantoo South Hub area (Table 2) of between four and nine million tonnes with a target grade of between 1.2% and 2.2% Cu and 0.1 g/t to 0.3 g/t Au. Table 3 – Summary of the South Hub Exploration Target by zone Nugent Paringa Emily Star Totals Tonnage Range (Mt) Grade Range (Cu%) 1.5-2.5 0.5-1.5 2.0-4.5 4.0-9.0 1.3-2.2 1.1-2.2 1.2-2.2 1.2-2.2 Grade Range (Au g/t) 0.4-0.8 0.4-0.8 0.4-0.8 0.1-0.3 A N N U A L R E P O R T 2 0 1 9 11 H I L L G R O V E R E S O U R C E S L I M I T E D Competent Person’s Statement The information in this release that relates to Exploration Results, Exploration Targets, Mineral Resource Estimates and to Ore Reserve Estimates were prepared by Competent Persons in accordance with the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (JORC Code). The information in this release that relates to the Exploration Results, the Exploration Target at the South Hub, and the Mineral Resource Estimate at Kavanagh are based on information compiled by Mr Peter Rolley, who is a Member of The Australian Institute of Geoscientists. Mr Rolley is a full-time employee of Hillgrove Resources Limited and has sufficient experience relevant to the style of mineralisation and type of deposit under consideration to qualify as a Competent Person as defined in the JORC Code. Hillgrove Resources confirms that it is not aware of any new information or data that materially affects the information included in the relevant market announcement and, in the case of estimates of Mineral Resources and Ore Reserves that all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. Hillgrove Resources confirms that the form and context in which the findings of the Competent Persons (Peter Rolley in relation to the Exploration Results and the Mineral Resource Estimates and Lachlan Wallace in relation to the Ore Reserve Estimates) have been presented, have not been materially modified from the original market announcement apart from completion of all open pit mining and depletion of the ore stockpiles. Peter Rolley (MAIG) and Lachlan Wallace (MAusIMM) consent to the inclusion in this report of the matters based on their information in the form and context in which they appear. Sustainability: Environment, Safety and Community Strategic community engagement continues utilising the long established Community Engagement Plan. Regular reviews and modifications to the plan continue to ensure engagement of the community remains effective and productive. We remain pro-active in meeting the ongoing challenges and impacts of our site through the use of real-time monitoring and alert systems focused on dust prevention. There is however always room for improvement and as such we utilise working groups made up of community and committee members and regulators to drive actions and ideas to improve performance. The establishment of high quality native vegetation on adjacent land is assisting Hillgrove to return up to 10 hectares of high quality rehabilitated land to the community for every hectare of native vegetation we have disturbed. The establishment of this vegetation as a community asset has been integrated into a “Community Master Plan” to ensure real benefit back to the impacted community and the natural environment. We continue to produce and harvest native seed as well as conduct wild seed collection to ensure there are sufficient propagules to enable this important work. Master Plan During the year Hillgrove was pleased to support the development and launch of the K4C Master Plan. Over 4 years in the making, the Master Plan is a community led process supported by Hillgrove which is designed to build community capability in the areas of Callington and Kanmantoo for a future after mining. By design, Hillgrove’s financial assistance is limited to helping community groups identify and develop their own projects which meet the objectives of the Master Plan to a point that they can successfully raise their own funds. This building of capability ensures that the Master Plan endures well beyond the presence of mining at Kanmantoo. The Master Plan incorporates input gathered from the broader community at various forums including; the Callington Show, public meetings and surveys. Over 100 different projects have been identified and broadly distilled into four pillars; heritage, environment; economic development and arts & culture. The Master Plan brings these together in a cohesive narrative that represents the broader community’s long-term regional development aspirations. Hillgrove’s Sustainability and Work Health & Safety Policies provide a strong, ethical foundation for our approach to health, safety, environment and community (HSEC) responsibilities. Supporting these policies, Hillgrove has implemented an Integrated Risk Management System (Kan-do) across our operations. The system incorporates a prioritised risk based approach and continual improvement framework, ensuring our HSEC policy objectives and legislative compliance are achieved. To reduce the risks as low as reasonably practicable, the Kan-do system provides the appropriate safe systems of work, clearly outlined responsibilities and accountabilities, and a strong audit framework. Hillgrove has identified its Principal HSEC risks and implemented the appropriate control measures. The Kan-do system is driven by effective leadership, the acceptance of individual responsibility and the promotion of a risk aware culture across its operations through the implementation of a Due Diligence Model. The Kan-do system is audited regularly, and improvements are monitored through Hillgrove’s Senior Leadership Team and the Audit and Risk Committee. Prudent and environmentally responsible operational management at Kanmantoo has helped reduce our overall rehabilitation expenditure, while building our reputation with the community as a good neighbour and an ethical mining operator. Progressive rehabilitation of the site has continued and the Integrated Waste Landform (IWL) comprised of our waste rock and the tailings storage facility has seen considerable progress. The continued revegetation of the Mining Lease has seen further linkages of remnant woodland areas and enhancement of conserved remnant vegetation. A N N U A L R E P O R T 2 0 1 9 13 H I L L G R O V E R E S O U R C E S L I M I T E D Financial Report for the year ended 31 December 2019 Contents Financial Statements Directors’ Report Remuneration Report (audited) Auditor’s Independence Declaration Consolidated statement of profit or loss and other comprehensive income Consolidated balance sheet 13 14 25 38 39 40 Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report Shareholder Information 41 42 43 66 67 74 These financial statements are the consolidated financial statements for the consolidated entity consisting of Hillgrove Resources Limited and its subsidiaries. The financial statements are presented in the Australian currency. Hillgrove Resources Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Hillgrove Resources Limited Ground Floor, 5-7 King William Road, Unley, South Australia 5061 The financial statements were authorised for issue by the Directors on 27 February 2020. The Directors have the power to amend and reissue the financial statements. Through the use of the internet, we have ensured that our corporate reporting is timely and complete. All press releases, financial reports and other information are available at our Investors’ Centre on our website www.hillgroveresources.com.au 9 1 0 2 T R O P E R L A U N N A 14 D E T I M I L S E C R U O S E R E V O R G L L I H Directors’ Report The Directors present their report on the consolidated entity (referred to hereafter as “the Group”) consisting of Hillgrove Resources Limited (Hillgrove or the Company) and the entities it controlled during the 12 months ended 31 December 2019. Principal Activities Hillgrove Resources Limited is an Australian mining company listed on the Australian Securities Exchange (ASX: HGO) focused on operating its flagship Kanmantoo Copper Mine and associated near mine and regional exploration targets. The minesite is located 55km from Adelaide in South Australia. The Kanmantoo Mine in 2019 produced 13,783 tonnes of copper. Copper concentrate production from the Kanmantoo Copper Mine is sold to Freepoint Metals & Concentrates LLC under a 100% off take agreement. Directors and Officers The Directors and Officers of the Company at any time during the 12 month period to 31 December 2019 are: Name/Qualifications Experience and special responsibilities Mr John Gooding Independent Non-Executive Chairman / Chairman Nomination Committee Qualifications Experience Mr Philip Baker Qualifications Experience Assoc Dip. Mining Eng., FIE Aust., FAusIMM, MAICD John is a Mining Engineer with over 40 years experience in the resources industry. He has held executive management positions with CRA, Normandy Mining, MIM, Xstrata (CEO Xstrata Copper Australia), Ok Tedi Mining and Roche Mining. John has extensive experience in gold and base metal mining (both open-cut and underground) through the management and operation of mines in Australia and internationally. He was the Managing Director and CEO of Highlands Pacific (2007-2016), and was a Board member of the PNG Chamber of Mines and Petroleum from 2009. He was also the Non- Executive Chairman of the Board for Kasbah Resources Ltd and is a Non- Executive Director of KGL Resources Ltd. John is a member of the Audit and Risk and Remuneration Committees. Appointed 31 May 2007. Independent Non-Executive Director / Chairman Remuneration, Audit and Risk and Treasury Committees CPA, MAICD, BBus, PGDipBA Phil is a Certified Practising Accountant with over 37 years in the mining industry. He started with MIM Holdings in 1980 undertaking various roles before leading the development and construction of the Ernest Henry copper/gold mine from 1995-97, and then was responsible for the copper refinery and other operations in north Queensland. He became Group Treasurer and later EGM - Strategy, Planning and Development, before leaving MIM in 2003. Phil was then CFO and Company Secretary at Peplin Limited and later QMAG Limited before joining Lihir Gold Limited in 2007 as CFO, serving as CEO for three months in 2010 before the takeover by Newcrest Ltd. After a period consulting to the resources industry, Phil joined Rio Tinto in 2012 as CFO of Pacific Aluminium to help prepare it for divestment, leaving in late 2013 when it was reintegrated into Rio Tinto Alcan. Phil is a member of the Nomination Committee. Appointed 29 October 2014. Mr Anthony (Tony) Breuer Independent Non-Executive Director Qualifications Experience BCom/LLB Tony had over 33 years of experience at investment bank Gresham Partners Limited and was the Managing Director of Gresham Funds Management Group, Deputy Chairman of Gresham Partners Capital Limited, and was a Board member of various Gresham group companies and committees. He was formerly, Director of National Gallery Australia Foundation. He was admitted as a Barrister to the Supreme Court of NSW. Tony is a member of the Remuneration, Audit and Risk and Nomination Committees. Appointed 1 June 2017. Directors’ Report (cont.) Directors and Officers (cont.) Name/Qualifications Experience and special responsibilities Mr Murray Boyte Non-Executive Director Qualifications Experience B CA, CA, MAICD Murray has over 35 years experience in merchant banking and finance, undertaking company reconstructions, mergers and acquisitions in Australia, New Zealand, North America and Hong Kong. Murray holds a Bachelor of Commerce and Administration from the Victoria University in Wellington and is a member of the Australian Institute of Company Directors, the Institute of Directors of New Zealand and Chartered Accountants Australia & New Zealand. In addition, Murray has held executive positions and directorships in the transport, horticulture, finance service, investment, health services and property industries. Murray is currently the Chairman of Eureka Group Holdings (ASX: EGH) and National Tyre & Wheel Limited (ASX: NTD) and a director of Abano Healthcare Group Limited (NZX: ABA). Murray is a member of the Remuneration, Audit and Risk and Nomination Committees. Appointed 10 May 2019. Mr Lachlan Wallace Chief Executive Officer and Managing Director Qualifications Experience Mr Paul Kiley Qualifications Experience BEng (Mining Hons), MSc (Mineral & Energy Economics), MBA, M.Aus.IMM, MAICD Lachlan joined Hillgrove in 2011 initially as the Mine Manager, then in 2015 the General Manager at the Kanmantoo Copper Mine and in May 2019 he was promoted to Chief Executive Officer and Managing Director. Previously Lachlan was responsible for Stemcor’s global mining assets, developing their iron ore and manganese portfolio in India and nickel project in Indonesia at a time when Stemcor’s annual turnover exceeded £6Bn. In addition, Lachlan chaired a JV between Stemcor and an Indonesian partner to facilitate thermal coal trade ex-Indonesia. Prior to Stemcor, Lachlan held technical, managerial and consulting roles in Africa and Australia, including Anglo Gold Ashanti’s Siguiri gold project in Guinea, the Lumwana copper mine in Zambia, and the Savage River iron ore mine in Tasmania. Lachlan is a member of the Treasury Committee. Appointed 24 May 2019. Chief Financial Officer & Company Secretary B.Ec, CPA Paul has over 30 years of experience in the mining, oil and gas industries. He spent 13 years with Newmont (and previously Normandy) in a number of executive roles including Director for Corporate Development for Newmont’s Asia Pacific region and the Group Risk Manager. He also spent six years in senior roles with Occidental Oil & Gas, working in both Australia and the United States of America. Paul is a member of the Treasury Committee. Appointed 12 June 2015. A N N U A L R E P O R T 2 0 1 9 15 H I L L G R O V E R E S O U R C E S L I M I T E D Retired Directors and Officers Mr Maurice Loomes Non-Executive Director Resigned 10 May 2019. Mr Steven McClare Chief Executive Officer and Managing Director Resigned 2 May 2019. Directors’ Report (cont.) Directors and Officers (cont.) Directors’ Meetings The number of Directors’ meetings and number of meetings attended by each of the Directors of the Company during the twelve month period are: Meetings Held Director Mr J E Gooding Mr P Baker Mr A Breuer Mr M Boyte Mr L Wallace Mr M W Loomes Mr S P McClare Board Remuneration Committee Audit Committee Nomination Committee Treasury Committee A 18 18 17 9 8 9 9 B 18 18 17 9 8 9 8 A 7 7 7 4 4 3 3 B 7 7 7 4 4 3 3 A 4 4 4 3 3 1 1 B 4 4 4 3 3 1 1 A 1 1 1 - - 1 1 B 1 1 1 - - 1 1 A - 1 - - 1 - - B - 1 - - 1 - - A – Number of meetings held during the Directors time in office B – Number of meetings attended The Treasury Committee members are Mr P Baker, Mr L Wallace, Mr P Kiley and Mr J Sutanto (Group Finance & Planning Manager). 9 1 0 2 T R O P E R L A U N N A 16 D E T I M I L S E C R U O S E R E V O R G L L I H Directors’ Report (cont.) Results Revenue from ordinary activities $113.5m $180.1m CY19 CY18 Profit / (Loss) from ordinary activities after tax attributable to the owners of Hillgrove Resources Limited Profit / (Loss) for the period attributable to the owners of Hillgrove Resources Limited ($10.0m) $29.5m ($10.0m) $29.5m Overview of consolidated financial results For the year ended 31 December 2019, the net loss after tax was $10.0 million compared to a net profit after tax of $29.5 million for the year ended 31 December 2018. The underlying operating result for 2019 was earnings before interest, tax, depreciation and impairment (EBITDA) of $12.1 million compared to an EBITDA of $44.3 million in 2018. In CY18 the Company achieved its highest annual copper production on record of 22,584 tonnes of copper metal. From mid-2019, open pit mining in the Giant Pit was completed and previously mined low-grade stockpiles became the source of ore feed for the processing plant. Revenue in CY19 therefore decreased to $113.5 million from the peak of $180.1 million in CY18. A N N U A L R E P O R T 2 0 1 9 17 H I L L G R O V E R E S O U R C E S L I M I T E D Review of operations for the CY19 year and outlook The Company has been generating surplus cash from operations consistently for the past two years. From 2018 and into the first half of 2019, the low waste to ore strip ratio from mining the final benches in the Giant Pit meant that mining costs per unit of copper were relatively low and the highest- grade material could be preferentially processed through the plant. The average milled grade for first half of 2019 was 0.60% (vs 0.74% for CY18). In the second half of 2019 the average grade of ore recovered from stockpiles was 0.30% but this was still cash-generative due to the absence of cash mining costs. For the past two years, the free cashflow from production has been used by the Company to improve its balance sheet through the repayment of debt and reducing trade creditors balances. In CY19 the Company repaid the final $0.5 million owed in debt finance, reduced creditors from $26.6 million to $8.6 million, paid a cash dividend to shareholders of $8.8 million and ended the year with $9.3 million cash on hand. During 2019, Hillgrove achieved production of 59,137 tonnes of dry concentrate containing 13,783 tonnes of copper metal which was sold at an average price of A$8,795 per tonne. At the end of December 2019, the Company had fixed pricing agreements in place for future sales of 1,500 tonnes of copper at an average price of A$8,797 per tonne representing about 78% of expected production from the remaining stockpile. In 2019 the Company also produced 3,651 ounces of gold and 102,795 ounces of silver as by-products for additional revenues of $6.3 million and $2.0 million respectively. Processing of stockpiled ore is expected to be completed by the end of March 2020. Based on the projected cashflows plus cash on hand, the Company will have sufficient cash to cover forecast expenditure for the next twelve months including its ongoing rehabilitation and compliance requirements and to meet expenditure commitments under exploration leases. Hillgrove will continue to advance projects in close proximity to Kanmantoo that can come into operation relatively quickly, for a low capital investment, and maximise the existing infrastructure, including the low cost 3.6Mtpa processing plant and permitted tailings storage facility. These projects include Kavanagh Underground, South Hub, North West and Stella. 9 1 0 2 T R O P E R L A U N N A Directors’ Report (cont.) Review of operations for the CY19 year and outlook (cont.) Kanmantoo Copper Mine Production Statistics MAR-19 QTR JUN-19 QTR SEP-19 QTR DEC-19 QTR CY19 Ore to ROM from Pit Mined Waste Total Tonnes Mined Closing Ore Stocks Mining Grade to ROM Ore Milled Milled Grade kt kt kt kt % kt % g/t % % 1,059 739 1,797 3,128 0.60 828 0.65 0.06 91.6 56.3 515 116 631 - - - 2,846 1,673 0.61 842 0.55 0.06 90.8 53.1 - 902 0.29 0.06 86.6 51.5 - - - 782 - 874 0.30 0.07 88.6 49.5 - Cu - Au - Cu - Au 18 Recovery 1,574 855 CY18 5,728 7,557 2,428 13,285 782 0.60 3,446 0.44 0.06 90.0 52.4 2,893 0.53 3,324 0.74 0.10 92.0 55.6 D E T I M I L S E C R U O S E R E V O R G L L I H Cu Concentrate Produced Dry mt 20,821 17,701 10,268 10,347 59,137 94,576 Concentrate Grade - Cu - Au Contained Metal in Concentrate - Cu - Au - Ag % g/t t oz oz Total Concentrate Sold Dry mt 23.8 1.4 23.9 1.4 22.1 2.6 22.5 3.1 23.3 1.9 23.9 2.0 4,963 961 37,034 20,189 4,223 801 30,140 18,536 2,272 858 17,828 10,565 2,324 1,032 13,783 3,651 22,584 6,003 17,793 102,795 161,592 9,882 59,172 96,102 Overview of consolidated financial results The underlying EBITDA for the year was $12.1 million, however this was not sufficient to offset the depreciation and amortisation charge which would have delivered an expected near-breakeven net result, given that ore stockpiles had been written down to net realisable value at the start of the year. Depreciation and amortisation expense was relatively higher in 2019 due to adjustments necessary to take into account copper tonnes that were unable to be mined following pit wall geotechnical issues near the completion of the Giant Pit. The full year net EBIT was a loss of $5.6 million after depreciation and the $3.0 million combined writedown of the PHES project and exploration licence capitalised costs. The lower level of EBITDA profitability compared to the previous year reflected the necessary transition to processing entirely from low grade ore stockpiles shortly after mining from the open pit ceased as planned in May 2019. The run-down of stockpiles is reflected by the $20.9 million non-cash expense for inventory movement as opposed to the build-up of inventory and deferral costs which occurred in 2018. A consequence of the cessation of mining was a significant reduction in cash operating costs which meant cash generation remained strong despite lower reported net earnings. Cash generated from operations was $21.8 million in 2019 compared to $18.0 million in 2018 and this enabled the Company to pay a dividend of $8.8 million to shareholders while improving the closing cash balance from $2.5 million to $9.3 million at 31 December 2019 and paying down creditors by $18.0 million. Directors’ Report (cont.) Review of operations for the CY19 year and outlook (cont.) Overview of consolidated financial results (cont.) Income Statement overview 12 months to 31 December 2019 12 months to 31 December 2018 Copper revenue Gold revenue Silver revenue Less: Treatment and refining costs NET REVENUE FROM SALE OF CONCENTRATE Mining costs Pre-strip and deferral Processing costs Transport and shipping costs Other direct costs Inventory movements Royalties Corporate costs TOTAL COSTS Net realised gains/(losses) Other income EBITDA Depreciation and amortisation Impairment charges EBIT Net interest and financing charges Income tax benefit/(expense) NET PROFIT AFTER TAX $ million 116.1 6.3 2.0 (10.9) 113.5 (21.2) (7.9) (31.4) (7.0) (4.4) (20.9) (5.4) (4.9) (103.1) - 1.7 12.1 (14.7) (3.0) (5.6) (0.7) (3.7) (10.0) $ million 191.3 8.2 2.9 (22.3) 180.1 (78.5) (19.4) (30.6) (9.6) (5.1) 20.6 (8.6) (4.9) (136.1) 0.1 0.2 44.3 (16.7) (0.2) 27.4 (1.6) 3.7 29.5 A N N U A L R E P O R T 2 0 1 9 19 H I L L G R O V E R E S O U R C E S L I M I T E D Change $ million (75.2) (1.9) (0.9) 11.4 (66.6) 57.3 11.5 (0.8) 2.6 0.7 (41.5) 3.2 - 33.0 (0.1) 1.5 (32.2) 2.0 (2.8) (33.0) 0.9 (7.4) (39.5) Revenue Revenue for the year to 31 December 2019 was from the sale of 59,172 dmt of copper concentrate containing 13,073 payable copper tonnes (year to 31 December 2018: 96,102 dmt and 21,075 tonnes payable copper). Since June 2019, the plant has been processing low-grade ore stockpiles. Gross metal revenue before treatment and refining deductions was $124.4 million compared to $202.4 million for the same period last year. For the year to 31 December 2019, the average realised cash price was A$8,795 per tonne or A$3.99/lb (vs A$8,833 per tonne in the previous corresponding period). The average realised price has continued to reflect the benefit of the majority of sales being conducted at contracted fixed prices as prevailing spot prices in 2019 were generally lower than the previous period. Treatment and refining charges were $10.9 million for 2019 at an average cost of $185 per dmt which was less than last year’s average of $232 per dmt due to lower global benchmark rates and the completion of the production target subject to price participation charge under the offtake agreement. 9 1 0 2 T R O P E R L A U N N A 20 D E T I M I L S E C R U O S E R E V O R G L L I H Directors’ Report (cont.) Review of operations for the CY19 year and outlook (cont.) Overview of consolidated financial results (cont.) Net Result Costs In 2019 the Company generated other income of $1.7 million of which Total costs were $103.1 million compared to $1.0 million was the non-refundable receipt from AGL in respect of the $136.1 million for the previous year. The decrease of discontinued PHES project and most of the remainder was from the $33.0 million is explained below: utilisation of earthmoving equipment on work for third parties. ■ Mining costs of $21.2 million were incurred in the first half of 2019 prior to the last ore being extracted from the pit in May. ■ Pre-strip and deferral – with the completion of the Giant Pit cutback in late 2017, the Company switched from deferring mining costs to the balance sheet, to taking deferred mining costs back from the balance sheet and expensing these to profit and loss. Operating costs in 2019 include $7.9 million of this current year non-cash costs representing the last of these deferred costs to be expensed. ■ With the completion of mining in 2019 and the transition to 100% of mill feed coming from previously stockpiled lower-grade ore, the value of inventory on the balance sheet began to decline with the cost of ore being expensed to the P&L as it was processed. This explains why there was a net $20.9 million inventory movement cost in 2019 compared to a deferral of net $20.6 million in 2018 when stockpiles were increasing. ■ Processing costs in 2019 were only $0.8 million higher than the previous year even though throughput was higher, costs were incurred for hauling ore from the stockpile to the ROM and a $1.0 million redundancy provision was recognised at year end. The level of throughput for the twelve-month period increased by 3.6% from 3.32 million tonnes to 3.44 million tonnes, mainly as a result of higher run-time availability. ■ SA Government royalty costs declined by $3.2 million in 2019 in line with the lower volume of metal sold. ■ Shipping and transport costs were $7.0 million and also declined in gross terms due to the lower volume. However, on a unit basis this cost was about 19% higher than 2018 principally due to increased ship freight rates. ■ Corporate costs ($4.9 million) were at the level as the previous year, while administration costs incurred directly at mine site ($4.4 million) were lower mainly from the benefit of a reduced rehabilitation provision estimate. While depreciation rates were accelerated in the first half of 2019 to reflect a reduced reserve in the pit as a result of the mine design changes to remediate rock falls experienced during the period, overall depreciation and amortisation expense for the full year was $2.0 million lower than 2018 in line with the reduced metal output. Net interest and finance charges reduced significantly in 2019 to $0.7 million following the repayment of borrowings and the Company was less reliant on early sales drawdowns (on which interest was charged) from the offtake partner for cashflow management. Tax expense of $3.7 million in 2019 reflects the derecognition of deferred tax assets on the balance sheet, effectively reversing the benefit recognised in 2018. Cash flow overview Net cash inflows from operating activities Net cash used in investing activities Net cash inflows/ (outflows) from financing activities Net increase/(decrease) in cash held Cash and cash equivalents at the end of the year 12 months to 31 Dec 2019 $million 12 months to 31 Dec 2018 $million Change $ million 21.8 18.0 (5.4) (6.9) 3.8 1.5 (9.5) (9.1) (0.4) 6.9 9.3 2.0 2.5 4.9 6.8 Operating activities cash flow Cash received in the course of operations of $116.8 million primarily relates to the sale of copper concentrate in 2019 which aligns to reported concentrate revenue net of treatment costs plus the reduction in receivables. This was 35% lower than the previous year due to the depletion of high-grade ore from the open pit in May 2019. Net cash inflows from operating activities were $3.8 million higher than the previous corresponding period despite the reduction in revenue mainly because a higher proportion of operating cashflow was being used to repay and reduce trade creditors during 2018. Cash paid in the course of operations to contractors, suppliers and employees was $95.0 million in 2019 which was substantially less than the $161.6 million paid in the corresponding period, reflecting the cessation of mining in May 2019. Trade creditors and other payables continued to be paid down during 2019 and are now on normal commercial terms. A N N U A L R E P O R T 2 0 1 9 21 H I L L G R O V E R E S O U R C E S L I M I T E D Directors’ Report (cont.) Review of operations for the CY19 year and outlook (cont.) Assets Overview of consolidated financial results (cont.) Investing activities cash flow Cash at 31 December 2019 was $9.3 million, an increase of $6.8 million from the previous Net cash outflow from investing activities was $5.4 million compared to year end. As expected, the Kanmantoo copper an outflow of $6.9 million in the previous corresponding period. Capital mine generated strong positive cashflows expenditure in 2019 includes over $1.3 million spent on advancing the PHES during the year which enabled the further project (2018: $1.5 million) and $2.0 million on Kavanagh Underground paydown of creditors and payment of a 1.5 (2018: $1.5 million) currently classified as mine development. Exploration cents per share dividend totalling $8.8 million. and underground evaluation activity increased with cash expenditure of approximately $0.9 million on regional exploration licences. The major investment activity in the previous year was expenditure on geotechnical measures to help safeguard the pit walls from rockfalls. Financing activities cash flow In 2019 there was a net cash outflow of $9.5 million for financing activities of which $8.8 million was the dividend paid to shareholders in late June. In 2018 the net cash outflow from financing activities was mainly due to the repayment of the $4 million debt in full to Freepoint. Balance sheet overview Cash Receivables Inventories Property, Plant & Equipment Exploration Project Costs Deferred Tax Assets Total Assets Trade Payables Provisions Borrowings Employee Benefits Deferred Income Total Liabilities Net Assets / Equity 31 Dec 2019 $ million 31 Dec 2018 $ million Change $ million 9.3 3.1 12.1 24.2 2.6 - - 51.3 8.6 12.3 0.3 3.3 0.5 25.0 26.3 2.5 5.4 33.6 44.0 2.0 1.5 3.7 92.7 26.6 15.7 1.0 3.8 1.4 48.5 44.2 6.8 (2.3) (21.5) (19.8) 0.6 (1.5) (3.7) (41.4) 18.0 3.4 0.7 0.5 0.9 23.5 (17.9) Equity Total equity has decreased by $17.9 million from 31 December 2018 due to the dividend paid to shareholders of $8.8 million and the net loss result for the year of $10.0 million. This was partly offset by the $0.9 million increase in employee share options reserve to reflect the value of performance rights granted during previous years. Inventories includes the cost of stockpiled ore, copper concentrate on hand, store consumables and plant spares. Inventories decreased by $21.5 million which mainly reflects the consumption of the low-grade ore stockpile throughout 2019. At its peak in May 2019 the ore stockpile was 3.1M tonnes and became the sole ore source for the plant from that time. At 31 December 2019 the ore stockpile was 0.8Mt valued at $7.3 million and is expected to be fully depleted by the end of March 2020. The decrease in property, plant and equipment (PPE) is mainly due to $14.7 million of depreciation and the transfer of the final $7.9 million of deferred mining costs to the P&L. Additions to PPE during 2019 were $2.6 million of which $2.1 million was related to assessment of Kavanagh underground. Exploration expenditure capitalised to the balance sheet has increased since December 2018 due to the ongoing work to progress surface exploration of regional exploration licences. Project costs capitalised in respect of the PHES project have been impaired in full subsequent to the decision by AGL and Hillgrove in February 2020 to terminate the project agreement. Deferred tax assets were $3.7 million at 31 December 2018, but this balance has been derecognised given the net loss result for 2019 and the uncertain timing of future taxable income after the expected cessation of processing in the first quarter of 2020. Tax losses not brought to account at 31 December 2019 were approximately $152.5 million. Also, franking credits of $17.5 million are available to the Company. 9 1 0 2 T R O P E R L A U N N A 22 D E T I M I L S E C R U O S E R E V O R G L L I H Directors’ Report (cont.) Review of operations for the CY19 year and outlook (cont.) Liabilities Total liabilities have decreased by $23.5 million to $25.0 million as at 31 December 2019. The decrease is mainly due to the pay down of trade creditors, payment of leave entitlements to terminated employees, performance of rehabilitation civil works and the repayment of debt. Outlook Looking forward, the immediate focus is to maximise the accumulation of cash from the treatment of the remaining low grade stockpiles with the majority of copper to be sold at fixed pricing. Processing is expected to continue until the end of March 2020. As processing is completed, the workforce will downsize and the Kanmantoo site will be placed on to care and maintenance to preserve the processing assets. A small core group will be retained to focus on growth through exploration and development. In addition, the Board will be reduced to conserve cash and the Board will consider the skills and experience that are appropriate to guide the Company as it transitions to an explorer / developer. Creditors have returned to normal trading terms and are also lower in value due to the cessation of mining- related activities. Borrowings now only comprises vehicle finance lease obligations and no other lease commitments require inclusion on the balance sheet. At the end of 2018 year there was a small working capital deficit as the Group’s current liabilities exceeded current assets by $2.1 million. As at 31 December 2019 the value of current assets exceeded current liabilities by $5.8 million and there is sufficient cash funds to maintain liquidity whilst employee entitlements and trade creditors are likely to be substantially extinguished throughout 2020. Rehabilitation provisions for Kanmantoo and Comet Vale were $11.4 million and $0.3 million respectively as at 31 December 2019. This has decreased by $2.9 million with rehabilitation expenditure made during the year and some cost improvements. Modest exploration expenditure will be deployed to advance projects in close proximity to Kanmantoo that can come into operation relatively quickly, for a low capital investment, and maximise the existing infrastructure, including the low cost 3.6Mtpa processing plant and permitted tailings storage facility. These projects include Kavanagh Underground, South Hub, Northwest and Stella. Negotiations have been advanced to arrange funding for underground mine development. In parallel, Hillgrove is employing low cost exploration techniques not used before in south east South Australia to establish this region as a highly prospective porphyry / IOCG (iron oxide copper gold) province. With a number of encouraging targets identified, Hillgrove is considering exploration funding options which may include the introduction of JV partners or farm-ins. 2020 Guidance The Company provides the following guidance for 2020 for the Kanmantoo Copper Mine Open Pit: ■ Copper produced 1,650t to 2,150t copper contained in concentrates ■ Gold produced 450oz to 700oz gold contained in concentrates ■ C1 Costs US$2.55 to US$2.75 per lb (at a 0.68 exchange rate) ■ Exploration $1.0 million to $1.5 million ■ Capital projects $0.5 million to $0.8 million C1 costs for the remaining production should remain relatively high because they include a non cash ore inventory adjustment (consumption of stockpiles that have been built up), which will be reallocated from the balance sheet to operating costs. Excluding the adjustments to ore inventory, the C1 cost would be in the order of US$1.40 to US$1.60 (at a 0.68 exchange rate), and this would be more reflective of cash costs. Directors’ Report (cont.) Once the processing of stockpiles ceases the end of March 2020, Hillgrove will transition from a copper producer to an explorer / developer and as a result many of the operating risks will fall away. Review of operations for the CY19 year and outlook (cont.) Risks The Company currently has a single operating asset, the Kanmantoo Copper Mine in South Australia. The operation provides the Company with all of its income. Open pit mining ceased in May 2019 and the operations now involve the processing of low grade stockpiles, which are due to be depleted by the end of March 2020. The Kanmantoo mine is located close to regional communities and concentrate produced from the stockpiles is transported by road in containers to the Port of Adelaide and then loaded onto ship via the port rotainer operation. The concentrate is then shipped to the receiver, typically located in China. Should any of these elements be subject to failure, the Company’s expected cashflows and financial result could be impacted. In addition, the rehabilitation of the site remains a major focus to ensure risks associated with the cost of the rehabilitation, the Company’s obligations under the approved program for environment protection and rehabilitation (PEPR), and its responsibilities to the local community are managed. The Company has actively ramped up the rehabilitation earthworks to ensure the majority of the final land form shaping is completed prior to demobilisation of the mining fleet and personnel. Progressive rehabilitation of this nature is cost effective, progressively reduces its rehabilitation liability and demonstrates to surrounding communities that Hillgrove is a socially and environmentally responsible company. The Company’s annual budget and related mine plans and production and operating outcomes are subject to a range of assumptions and expectations, all of which contain a level of uncertainty and therefore risk. The Company adopts a risk management framework in order to identify, analyse, treat and monitor the risks applicable to the Group. These risks are formally reported and discussed by the Executive on a regular basis and with the Board and Audit and Risk Committee twice a year. The prices received for the Company’s commodities (copper, gold and silver) are dictated by global markets over which Hillgrove and its offtake partner, Freepoint Commodities LLC, have no influence. The Company has taken active steps to mitigate copper price and exchange rate risk on revenues by fixing the AUD copper price for a portion of future shipments. As at the end of December 2019, the Company had fixed pricing for 1,500 tonnes of copper at an average copper price of $8,797 per tonne after margins. Capital Raisings There were no equity capital raisings during the current period. Dividends On the 28 June 2019, the Company paid an $8.8 million fully franked dividend out of its 2018 profit reserve. This represented a 5% payout of the 2018 revenue and a 30% payout of the 2018 profit after tax. Significant Changes in the State of Affairs Other than those matters listed in this report there have been no significant changes in the affairs of the Group during the period. A N N U A L R E P O R T 2 0 1 9 23 H I L L G R O V E R E S O U R C E S L I M I T E D Events Subsequent to Reporting Date On 21 February 2020 the Group and AGL Energy Limited announced they had mutually agreed to terminate the Pumped Hydro Energy Storage project agreement. The full financial impact of this decision has been reflected in these financial statements for the period ended 31 December 2019. Likely Developments and Expected Results of Operations Likely developments in the operations of the group in the short to medium term include the cessation of the processing of stockpiles at the end of March 2020, and looking at the optimal future use of all of the Company’s assets and exploration potential. For further details on each of these, refer to the review of operations section of this report. Environmental Regulation Closure of an operation brings with it potential significant financial, environment, and social impacts. Recognising this, a closure management plan for Kanmantoo has been prepared, which includes long term monitoring to verify that controls are effective and standards are maintained. The closure management plan was independently reviewed and verified during 2019. The consolidated entity has a policy of engaging appropriately experienced contractors and consultants to advise on and ensure compliance with environmental regulations in respect of its exploration and development activities. There have been no reports of material breaches of environmental regulations in the financial period and at the date of this report. Directors’ Report (cont.) Indemnification and Insurance of Officers Officers’ Indemnity Article 7.3(a) of the Company’s Constitution provides that “To the extent permitted by law, the Company must indemnify each Relevant Officer against: (i) a Liability of that person; and (ii) Legal Costs of that person”. The Company indemnifies every officer against any liability or costs and expenses incurred by the person in his or her capacity as officer of the Company: Proceedings on Behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001. Non-audit Services The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the consolidated entity are important. Details of the amounts paid or payable to the auditor (PricewaterhouseCoopers) for audit and non-audit services provided during the period are set out in Note 7(e). The Audit and Risk Committee has considered the position and is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor did not compromise the auditor independence requirements of the Corporations Act 2001. None of the services provided undermine the general principles relating to auditor independence as set out in Professional Statement F1, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and rewards. A copy of the Auditors’ Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 38. The Board is committed to following ASX Corporate Governance Council Corporate Governance Principles and Recommendations. The Company adopts these best practice recommendations in its policies and procedures where it is appropriate to do so, given the size and type of Company and its operations. The Board has a process of reviewing all policies and corporate governance processes. Charters are reviewed and updated periodically. These charters provide the framework and roles of respective committees for the appointment of Non- Executive Directors to undertake specific responsibilities on behalf of the Board. Details of the corporate governance policies adopted by the Company and referred to in this statement are available on the Company’s website at www.hillgroveresources.com.au. 9 1 0 2 T R O P E R L A U N N A 24 D E T I M I L S E C R U O S E R E V O R G L L I H ■ in defending any proceedings, whether civil or criminal, in which judgement is given in favour of the person or in which the person is acquitted, or ■ in connection with an application, in relation to such proceedings, in which the Court grants relief to the person under the Corporations Law. Indemnity of auditors Hillgrove Resources Limited has agreed to indemnify their auditors, PricewaterhouseCoopers, to the extent permitted by law, against any claim by a third party arising from Hillgrove Resources Limited’s breach of their agreement. The indemnity stipulates that Hillgrove Resources Limited will meet the full amount of any such liabilities including a reasonable amount of legal costs. Directors’ and Officers’ Insurance During the financial year, the Company paid a premium in respect of a contract for directors’ and officers’ liability insurance. It is a condition of this Policy that each Insured and/or any persons at their direction or on their behalf shall not disclose the existence of any Coverage Section, its Limits of Liability, the nature of the liability indemnified, or the premium payable. Directors’ Report (cont.) Remuneration Report (audited) The Directors of Hillgrove Resources and its Consolidated Entities present the Remuneration Report for the Company for the year ended 31 December 2019, which forms part of the director’s report and has been audited in accordance with section 308 (3C) of the Corporations Act 2001. During 2019 the following remuneration initiatives took effect to reward employees for their considerable efforts over the difficult period dating back to 2016: „ A Short Term Incentive (STI) was paid in July 2019; and „ In July 2019 employees remaining after the cessation of mining received a 2.15% CPI increase, the first increase in Total Fixed Remuneration (TFR) since 2013. In addition, the repayment of the 10% salary deferral for all staff (not including directors) was completed in January 2019 (all staff had agreed to defer 10% of salaries from May 2016 to November 2017). Staff numbers were reduced considerably in 2019, principally as a result of the cessation of mining in May 2019, but also through natural attrition and consolidating roles, where possible. In addition, the Board put in place a Key Employee Plan during the year. A N N U A L R E P O R T 2 0 1 9 25 H I L L G R O V E R E S O U R C E S L I M I T E D 1.0 Key Management Personnel Key management personnel comprise the Non-Executive Directors, the Executive Director and Executives (KMP). Details of the KMP are set out in the table below. Non-executive Directors Mr J E Gooding Mr M Boyte (Non-independent) Mr P Baker Mr T Breuer Executive Directors Mr L Wallace KMP Executives Mr P Kiley Title (at year end) Chairman Member Remuneration Committee Member Audit and Risk Committee Chairman Nomination Committee Director Member Remuneration Committee Member Audit and Risk Committee Member Nomination Committee Director Chairman Audit and Risk Committee Chairman Treasury Committee Chairman Remuneration Committee Member Nomination Committee Director Member Remuneration Committee Member Audit and Risk Committee Member Nomination Committee CEO and Managing Director Member Treasury Committee Chief Financial Officer and Company Secretary Member Treasury Committee Mr G K Norris General Manager, Kanmantoo Change in 2019 Financial Year Full Year Part Year Appointed 10 May 2019 Full Year Full Year Part Year Appointed 23 May 2019 Full Year Part Year Appointed 23 May 2019 Key Management Departures during the 2019 Financial Year Non-executive Directors Title (at year end) Mr M W Loomes (Non-independent) Director Member Remuneration Committee Member Audit and Risk Committee Member Nomination Committee Change in 2019 Financial Year Part Year Resigned 10 May 2019 Mr S P McClare CEO and Managing Director Member Treasury Committee Part Year Resigned 2 May 2019 9 1 0 2 T R O P E R L A U N N A 26 D E T I M I L S E C R U O S E R E V O R G L L I H Directors’ Report (cont.) Remuneration Report (audited) (cont.) 2.0 Role of the Board and the Remuneration Committee 2.1 Remuneration and Benefits Policy The Company’s approach to remuneration is outlined in the Remuneration and Benefits Policy and is based on providing competitive rewards that motivate talented employees to deliver superior results. The Board is responsible for the Company’s remuneration strategy and policy. Consistent with this responsibility, the Board has established a Remuneration Committee which comprises a majority of independent non-executive directors. The role of the Remuneration Committee is set out in its Charter and in summary is to: „ Review and approve the Company’s remuneration strategy and policy; „ Consider and propose to the Board the remuneration of the CEO and consider and approve the remuneration of all designated senior executives; „ Review and approve Hillgrove Resources’ short term incentive (STI) and long term incentive (LTI) schemes, including amounts, terms and offer processes and procedures; „ Determine and approve equity awards in accordance with policy and shareholder approvals, including testing of vesting and termination provisions; and „ Review and make recommendations to the Board regarding remuneration of non-executive directors. Further information on the Remuneration Committee’s role, responsibilities and membership is contained in the Corporate Governance Statement which is available on the Company’s website www.hillgroveresources.com.au. The Remuneration and Benefits policy aims to: „ Align employee remuneration to the principles and measurement of Total Shareholder Return (TSR); „ Present progressive incentive structures to encourage outstanding performance, and hence improved TSR; and „ Mitigate the business risks associated with poor performance, market movements and employee turnover. The Remuneration Committee Charter and Remuneration and Benefits Policy can be viewed in the Corporate Governance section of the Company’s website www.hillgroveresources.com.au. 2.2 Use of remuneration consultants During the year no remuneration consultancy contracts were entered into by the Company and no disclosure is required under section 300A (1) (h) of the Corporations Act 2001. 3.0 Non-executive Director Remuneration Elements Details Aggregate Board and Committee Fees The total amount of fees paid to non-executive directors in the year ended 31 December 2019 is within the aggregate amount approved by shareholders at the AGM in 2009 of $450,000 a year. The individual amounts paid to directors have not increased since January 2011. Board/Committee fees per annum (1) Board Chairman Fee $150,000 Audit Committee Chairman $10,000 Board NED Base Fee $75,000 Post-employment Benefits Details Superannuation Superannuation contributions are made at a rate of 9.5% of base fee (but only up to the Government’s prescribed maximum contributions limit) which satisfies the Company’s statutory superannuation contributions. Contributions are included in the total fee. Other Benefits Details Equity Instruments Other fees/benefits Non-Executive directors do not receive any performance related remuneration or performance rights. No payments were made to non-executive directors during the 2019 financial year for extra services or special exertions. Directors are entitled to be reimbursed for approved Company related expenditure e.g. flights and expenses to attend Board meetings. (1) Fees include all committee memberships with no extra payments for committee memberships, except as noted at (1) above. Directors’ Report (cont.) Remuneration Report (audited) (cont.) 4.0 Executive Remuneration 4.1 Executive KMP remuneration framework Hillgrove Resources’ executive remuneration strategy is designed to attract, retain and motivate a highly qualified and experienced group of executives. 4.2 Total fixed remuneration Total Fixed Remuneration (TFR) includes all remuneration and benefits paid to an Executive KMP calculated on a Total Employment Cost (TEC) basis and includes base salary and superannuation benefits paid in line with the prevailing statutory Superannuation Guarantee legislation. In July 2019 employees received a 2.15% CPI increase. Other than for award and anomaly changes, this was the first increase in TFR since 2013. 4.3 Remuneration composition mix and timing of receipt The Company endeavours to provide an appropriate and competitive mix of remuneration components balanced between fixed and ‘at risk’. The broad remuneration composition mix of the Company’s Executive KMP can be illustrated as follows: Remuneration mix (actual) CY 2019 Position CEO/MD Senior Executives (KMP) TFR (Cash) STI (Cash) LTI (Equity) (1) 100% 100% Up to 50% of TFR Up to 50% of TFR Up to 50% of TFR Up to 50% of TFR (1) During 2019, the Board adopted an interim cash based LTI scheme – refer section 4.4.3.2 for details. Note KMPs are classified as Executives for the purposes of remuneration disclosures under the Corporations Act. The three complementary components of Executive KMP remuneration are ‘earned’ over multiple time ranges. This is illustrated in the following chart. YEARS 2 and 3 January 2020 December 2021 YEAR 1 July 2019 TFR January 2019 TFR STI LTI Performance measured (one year) Performance measured (2.5 years) A N N U A L R E P O R T 2 0 1 9 27 H I L L G R O V E R E S O U R C E S L I M I T E D LTI performance period starts STI performance period ends STI performance period starts and new TFR effective LTI performance period ends 4.4 Variable ‘at risk’ remuneration As set out in the Section 4.3, variable remuneration forms a portion of the CEO/ MD and other Executive KMP remuneration. Apart from being market competitive, the purpose of variable remuneration is to direct executive’s behaviours towards maximising Hillgrove Resources’ value and return value to shareholders, by targeting short, medium and long term performance measures. The key aspects are summarised below. 9 1 0 2 T R O P E R L A U N N A 28 D E T I M I L S E C R U O S E R E V O R G L L I H Directors’ Report (cont.) Remuneration Report (audited) (cont.) 4.0 Executive Remuneration (cont.) 4.4.1 Short Term Incentives (STI) STI Programme Purpose Performance Target Areas Rewarding Performance The STI arrangements are designed to reward executives for the achievement against annual performance targets set by the Board at the beginning of the performance period. The STI programme is reviewed annually by the Remuneration Committee and approved by the Board. All STI awards to the CEO/MD and other KMP are approved by the Remuneration Committee and the Board. The key performance objectives of the Company vary by level but are currently directed to achieving ambitious targets, complemented by the achievement of individual performance goals and Company performance. The Board adopted a Balanced Scorecard approach to determine 2019 STI performance. The Balanced Scorecard measures performance against the Company’s internal goals and published key market guidance metrics each year and includes safety, production, cost control, financial performance and growth measures. The Balanced Scorecard also includes an individual performance component which is a subjective assessment that gives the ability to recognise individuals that have performed above expectations to deliver value for shareholders. A threshold and target is set for each STI outcome. Specific targets are not provided in detail due to commercial sensitivity. Validation of performance against the Balanced Scorecard measures set for the CEO/MD and KMPs involves a review calculation and recommendation by the CEO, reviewed and approved by the Remuneration Committee with final Board sign-off. 4.4.2 Performance based remuneration granted and forfeited during the year As the Company was still recovering from a cash constrained period the 2019 STI (for the Company’s 2018 performance) was capped at 25% of staff’s contracted rate and was not paid to staff until July 2019. The following shows for each KMP how much of their STI cash bonus was awarded and how much was forfeited. 2018 Mr L A Wallace Mr P G Kiley Mr G K Norris Total Opportunity ($) Awarded (%) Forfeited (%) 210,000 204,300 150,000 25% 25% 25% 75% 75% 75% 4.4.3 Long Term Incentives (LTI) In 2019 the Board decided that an equity based LTI scheme may no longer be an appropriate LTI scheme, given 2020 will be a period of change for the Company and create uncertainty for employees as the Company transitions from a copper producer to an exploration and development company. As an interim scheme the Board approved a LTI cash payment scheme (the 2019 Key Employee Plan) which was adopted in 2019, in principle, to replace the Option & Performance Rights Plan (OPRP) for 2019. As LTI schemes are by their nature long term schemes this means the Company had two LTI schemes on foot at the end of December 2019, namely: „ The OPRP, and „ The 2019 Key Employees Plan (KEP), which is effective from 1 July 2019. Details of the two schemes are outlined in more detail below. Directors’ Report (cont.) Remuneration Report (audited) (cont.) 4.0 Executive Remuneration (cont.) 4.4.3.1 OPRP Status No OPRP performance rights were granted in 2019. During 2019, 66% of the OPRP performance rights granted in 2017 vested and were converted into shares. At the end of 2019, the OPRP performance rights granted in 2018 remain on foot with a vesting date of 31 May 2020. 4.4.3.1.1 OPRP Description The LTI provides an annual opportunity for executives and key staff to receive an equity award with a two year vesting period and that is intended to align a significant portion of an executive’s overall remuneration to shareholder value over the longer term. All LTI awards remain at risk and subject to clawback (forfeiture or lapse) until vesting and must meet or exceed relative Total Shareholder Return (TSR) performance hurdles over the vesting period, along with other performance criteria. Long Term Incentives (OPRP) Purpose Equity award To retain key executives and align their remuneration with shareholder value. Under the LTI, executives and key staff are offered performance rights (to acquire ordinary shares of Hillgrove Resources Limited). Time restrictions Equity grants awarded to the CEO/MD and other KMPs are tested against the performance hurdle over the vesting period, which is two years (1) from the grant date. A service and performance requirement is imposed on all equity grants. Performance hurdles and vesting schedule The equity grants which were made in 2018 (at a share price of $0.093) are subject to the Company’s Total Shareholder Return (TSR) ranked against the S&P/ASX Small Resources Index as follows: Ranking of TSR Against S&P/ASX Small Resources Index (2 Years) (1) Performance % of equity to vest Below the 50th percentile At the 50th percentile 0% 50% vest Between the 50th to 75th percentile 2% vesting on a straight line interpolation for each percentile ranking above the 50th percentile At or above 75th percentile 100% vest Performance rights vest as shares if the time restrictions and relevant performance hurdle are met. Special provisions, in accordance with company policies, may apply in the event of termination of employment or a change of control. If the TSR performance hurdle is not met at the vesting date, performance rights lapse, subject to Board discretion. Exercise price of nil in the event performance hurdles are met. There are no voting rights attached to performance rights. The size of individual LTI grants for the CEO/MD and other KMPs is determined in accordance with the Board approved remuneration strategy mix. See Section 4.3. The target LTI $ value for each executive is then converted into a number of performance rights based on a valuation methodology determined at the grant date, as follows: Performance right allocation = LTI $ value determined / Hillgrove Resources share price at grant date. Exercise Price Voting rights LTI Allocation (1) The vesting period for the 2018 LTI’s was reduced to two years to reflect the current approved PEPR mine life. A N N U A L R E P O R T 2 0 1 9 29 H I L L G R O V E R E S O U R C E S L I M I T E D Directors’ Report (cont.) Remuneration Report (audited) (cont.) 4.0 Executive Remuneration (cont.) 4.4.3.2 KEP Description As with the OPRP, the KEP provides an opportunity for executives and key staff to receive a long term incentive which remains at risk and subject to clawback ( in this case lapse) until vesting. Generally KEP payments will only be made where the TSR performance hurdle is met or exceeded over the vesting period of 2.5 years from 1 July 2019. Unlike the OPRP scheme, the KEP is a cash payment scheme rather than an equity securities based scheme but because the benchmark is TSR, the KEP is accounted for as a share based compensation. Key details of the KEP are summarised in the table below. 9 1 0 2 T R O P E R L A U N N A Long Term Incentives (KEP) 30 Purpose KEP Allocation To retain key executives and align their remuneration with shareholder value. The size of individual KEP entitlements for the CEO/MD and other KMPs was determined in accordance with the Board approved remuneration strategy mix. See Section 4.3. D E T I M I L S E C R U O S E R E V O R G L L I H Type of entitlement The right to earn a future KEP cash payment (KEP Payment). TSR Target Value Hurdle KEP Payments will be subject to the Company meeting or exceeding a TSR Target Value over the vesting period. The TSR Target Value has been calculated as a 27% increase on the Company’s market capitalisation at the Grant Date (1 July 2019). If the TSR Target Value is not met at the Vesting Date, the entitlement to a KEP Payment lapses (subject to limited exceptions). A continuous service requirement is also imposed on all eligible KEP employees (subject to limited exceptions in the case of good leavers). Key dates and periods Grant Date was 1 July 2019. Vesting Date is 31 December 2021. KEP Payment Amount Payable Vesting Period is the two and a half year period between 1 July 2019 and 31 December 2021. Key employees qualify for a target % of their TFR (LTI %) to be used to calculate their KEP Payment. In the event the Company’s actual TSR performance reaches the TSR Target Value, eligible employees will qualify for a KEP Payment. The KEP Payment will be equal to that employees LTI % multiplied by the employees TFR, calculated for the two and a half year vesting period. In the event of a change of control, the usual vesting arrangements may be adjusted, and a KEP Payment (including an Uplift Entitlement if applicable) made, having regard to whether the adjusted TSR Target Value is met. KEP Uplift Eligible employees will qualify for an increase in their KEP payment if the Company’s actual TSR performance exceeds the TSR Target Value (Uplift Amount). Good/Bad Leavers Board Discretion The Uplift Entitlement which may be paid under the KEP to all participants in total, will be equal to 10% of the Uplift Amount, capped to a combined maximum for all participants of $3,300,000. The Uplift Entitlement will be apportioned between all eligible KEP employees at the Vesting Date, on the basis of each employees specified Uplift Entitlement % as at the Vesting Date. A good leaver will remain an eligible employee and qualify for a pro rata share of the KEP Payment, based on the period from Grant Date up until their cessation of employment. A bad leaver will lose any rights to a KEP Payment. The Board has discretion to administer the KEP and in limited cases to determine payments under the rules (e.g. good leaver allocation, change of control, special circumstances) and to vary the KEP rules in some circumstances. Directors’ Report (cont.) Remuneration Report (audited) (cont.) 4.0 Executive Remuneration (cont.) 4.4.4 Hedging and Margin Lending Prohibition Under the Company’s Share Trading Policy and in accordance with the Corporations Act 2001, equity granted under the Company’s equity incentive schemes must remain at risk until vested, or exercised. It is a specific condition of the policy that no schemes are entered into, by an individual or their associates, that specifically protects the unvested value of shares, options or performance rights allocated. The Company, as required under the ASX Listing Rules, has a formal policy outlining how and when employees may deal in Hillgrove Resources securities. Hillgrove Resources Limited’s Share Trading Policy is available on the Company’s website www.hillgroveresources.com under Investor Centre, Corporate Governance. 4.5 Relationship between Performance and Executive KMP Remuneration 4.5.1 Hillgrove Resources Financial Performance (31 January 2015 to 31 December 2019) Sales Revenue ($M) Underlying EBITDA ($M) 2015 139.5 16.1 2016 113.1 22.2 Reported net profit / (loss) ($M) (130.1) (2) (109.1) (4) 113.3 (1) 16.2 (14.1) 12 Months to 31 December 2017 (restated) 2018 180.1 44.3 29.5 2019 113.5 12.1 (10.0) Return on equity (ROE) % (3) (69.1%) (2) (144.3%) (4) (88.3%) 101.7% (28.4%) Basic earnings per share (EPS) (cents) Diluted EPS (cents) Dividends paid (cents per share) Share price as at 31 December (cents) (77.0) (2) (77.0) (2) - 16 (57.8) (4) (57.8) (4) - 4 (4.8) (4.8) - 9 5.1 4.9 - 9 (1.7) (1.7) 1.5 6 Total shareholder return (TSR) % (Annual) (64.4%) (75.0%) 125.0% 0% (5) (16.7%) (6) (1) Restatement for changes in accounting policies. (2) Includes one off impairment charge of $112.9m. (3) Based on average total equity. (4) (5) Share price as at 31 December was 9c in 2017 and 2018, which results in a 0% TSR. Includes impairment charge of $68.5m. (6) Hillgrove’s TSR performance includes the $0.015 cent dividend. A N N U A L R E P O R T 2 0 1 9 31 H I L L G R O V E R E S O U R C E S L I M I T E D 9 1 0 2 T R O P E R L A U N N A 32 D E T I M I L S E C R U O S E R E V O R G L L I H Directors’ Report (cont.) Remuneration Report (audited) (cont.) 4.0 Executive Remuneration (cont.) 4.6 KMP Remuneration Tables – Audited Fixed Remuneration Short-term Long-term Salary and Fees Non-monetary benefits Superannuation Benefits Long Service Leave Non-Executive Directors Mr J E Gooding Mr M Boyte (2) Mr P Baker Mr A Breuer Mr M W Loomes (3) Total Executive Directors Mr L A Wallace Mr S McClare Total Other key management personnel Mr P G Kiley Mr G K Norris (6) Total KMP Total Year CY19 CY18 (1) CY19 CY18 CY19 CY18 (1) CY19 CY18 (1) CY19 CY18 CY19 CY18 136,986 132,420 44,169 - 77,626 75,342 68,493 66,210 24,675 66,210 351,949 340,182 CY19 (4) CY18 (4) 368,953 348,806 CY19 (4) 662,377 (5) CY18 (4) 539,632 CY19 CY18 1,031,330 888,438 CY19 (4) CY18 (4) CY19 (4) CY18 (4) CY19 CY18 CY19 CY18 383,681 437,988 163,547 n/a 547,228 437,988 1,930,507 1,666,608 - - - - - - - - - - - - - - - - - - - - - - - - - - 13,014 12,601 4,196 - 7,374 7,158 6,507 6,290 2,344 6,290 33,435 32,339 - - - - - - - - - - - - 29,484 25,662 28,975 14,869 7,500 21,693 30,301 23,157 Total 150,000 145,021 48,365 - 85,000 82,500 75,000 72,500 27,019 72,500 385,384 372,521 424,099 392,650 691,570 593,090 36,984 47,355 1,155,669 59,276 38,026 985,740 24,998 15,469 - - 15,067 13,447 n/a n/a 40,065 13,447 15,469 - 408,679 453,457 192,061 - 600,740 453,457 110,484 60,802 2,101,793 107,084 38,026 1,811,718 (1) The CY18 non-executive director’s fees are lower than CY19 because the 20% director voluntary fee reduction which was in place from January to March 2018. The fee reduction was not repaid unlike the 10% staff salary deferral (see note 4). (2) Mr M Boyte was appointed on 10 May 2019. (3) Mr M Loomes resigned on 10 May 2019. (4) In May 2016 all Hillgrove management and staff, as part of a cost reduction initiative, agreed to defer 10% of their salary from 19 May 2016 until 30 November 2017. Beginning from 1 December 2017, the total salary deferral for each employee was repaid over a 14 month period. The 2019 salaries include 1 month of deferred salary repayments and the 2018 salaries include 12 months. (5) Includes $496,574 termination pay of which $89,381 was LSL and $76,612 was an STI for 2018 performance. (6) The table shows Mr G Norris’s remuneration since 23 May 2019 when he was promoted to a KMP role. A N N U A L R E P O R T 2 0 1 9 33 H I L L G R O V E R E S O U R C E S L I M I T E D Directors’ Report (cont.) Remuneration Report (audited) (cont.) 4.0 Executive Remuneration (cont.) 4.6 KMP Remuneration Tables – Audited (cont.) Variable Remuneration Total Short-term LTI Compensation Total Proportion of Total Remuneration Performance Related Equity Related Year Bonus Value of Performance Rights Value of KEP Entitlement Fixed and Variable % % Non-Executive Directors Mr J E Gooding Mr M Boyte Mr P Baker Mr A Breuer Mr M W Loomes Total Executive Directors Mr L A Wallace Mr S P McClare CY19 CY18 CY19 CY18 CY19 CY18 CY19 CY18 CY19 CY18 CY19 CY18 CY19 CY18 CY19 CY18 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 150,000 145,021 48,365 0 85,000 82,500 75,000 72,500 27,019 72,500 385,384 372,521 52,500 114,728 (7) 3,238 (9) 170,466 594,565 81,303 130,832 89,381 101,184 (7)(8) 131,400 227,676 - - - 212,135 604,785 190,565 882,135 359,076 952,166 Total CY19 141,881 215,912 3,238 361,031 1,476,700 CY18 212,703 358,508 - 571,211 1,556,951 Other key management personnel Mr P G Kiley Mr G K Norris Total Total CY19 CY18 CY19 CY18 CY19 CY18 51,075 139,783 (7) 3,146 (9) 194,004 602,683 87,600 160,859 - 248,459 701,916 37,500 68,793 (7) 2,313 (9) 108,606 300,667 n/a n/a n/a n/a n/a 88,575 208,576 5,459 302,610 903,350 87,600 160,859 - 248,459 701,916 CY19 230,456 424,488 8,697 663,641 2,765,434 CY18 300,303 519,367 - 819,670 2,631,388 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% - - 9% 13% 10% 14% - - 8% 12% 12% n/a - - - - 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% - - 19% 22% 11% 24% - - 23% 23% 23% n/a - - - - (7) Includes the value of forfeited 2017 performance rights. (8) Includes the value of 2018 performance rights forfeited on termination. The 2018 performance rights were granted on condition that a good leaver would remain eligible for a pro rata share of the LTI’s up to the date he/she left employment. (9) KEP entitlement (including Uplift) valued at 31 December 2019. Directors’ Report (cont.) Remuneration Report (audited) (cont.) 5.0 Equity plan disclosures 5.1 Employee Share Schemes (ESS) operated by the Group Plan Details Type of Instruments Details Purpose Employee share plan and share issues General Employee Share Plan (GESP) Hillgrove Resources Option and Performance Rights Plan Option and Performance Rights Plan (OPRP) Key Employee Plan Cash payment linked to TSR performance (KEP) To incentivise and align part of employee remuneration to shareholder value Refer 4.4.3.1 Refer 4.4.3.2 To provide equity incentive subject to meeting predetermined service and performance conditions. To provide a cash incentive subject to meeting predetermined service and performance conditions. 9 1 0 2 T R O P E R L A U N N A 34 5.2 Analysis of share-based payments granted as remuneration to KMP Details of the vesting profile of the performance rights granted as remuneration to each Key Management Personnel, and the movements during the period are set out below: Grant Date Balance held at 31/12/18 Granted Number vested % vested Number forfeited % lapsed Balance held at 31/12/19 (1)(2) D E T I M I L S E C R U O S E R E V O R G L L I H Key Executives Executive Directors Mr L A Wallace TOTAL Jun 18 1,900,000 Jul 17 2,100,000 4,000,000 Other Key Management Personnel Mr P Kiley TOTAL Mr GK Norris TOTAL Former Key Executives Mr S P McClare TOTAL Jun 18 Jun 17 Jun 18 Jun 17 Jun 18 Jun 17 2,300,000 2,600,000 4,900,000 1,350,000 675,000 2,025,000 3,500,000 3,800,000 7,300,000 - - - - - - - - - - - - - 1,386,000 1,386,000 - 1,716,000 1,716,000 - 445,000 445,000 - 2,508,000 2,508,000 0% 66% 0% 66% 0% 66% 0% 66% - 714,000 714,000 - 884,000 884,000 - 230,000 230,000 1,891,245(3) 1,292,000 3,183,245 1,900,000 - 1,900,000 2,300,000 - 2,300,000 1,350,000 - 1,350,000 1,608,755 - 1,608,755 (1) None of the 2018 performance rights are exercisable (3) Mr McClare left the company on 2 May 2019. The 2018 performance and will not vest until 31 May 2020. (2) There were no performance rights granted in 2019. rights were granted on condition that a good leaver would remain eligible for a pro rata share of the LTI’s up to the date he/she left employment. 5.3 Exercise of Performance Rights granted as remuneration During the financial year, the following shares were issued on the exercise of performance rights previously granted as part of remuneration: Key Executives Number of shares Amount paid $/share Total Amount paid Intrinsic value of benefit based on year end value of HGO shares (1) Executive Directors Mr L A Wallace Other Key Management Personnel Mr P Kiley Mr G K Norris Former Key Executives Mr S P McClare TOTAL 1,386,000 1,716,000 445,000 2,508,000 6,055,000 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $83,160 $102,960 $26,700 $150,480 $363,300 (1) Intrinsic value at year end is the difference between the exercise price ($0.00) and the share price ($0.06) on 31 December 2019. Directors’ Report (cont.) Remuneration Report (audited) (cont.) 5.0 Equity plan disclosures (cont.) 5.4 Value of performance rights granted to Executive KMP, and on foot as at 31 December 2019 Key Executives Grant Date Executive Directors Number Granted Vesting Date Face Value per right (1) Fair Value (2) Intrinsic Value (3) Total Fair Value Mr L A Wallace Jun 18 1,900,000 Jun 20 $0.06 (4) $0.0904 $114,000 $171,760 TOTAL 1,900,000 $114,000 $171,760 Other Key Management Personnel Mr P Kiley TOTAL Mr G K Norris TOTAL Former Key Executives Mr S McClare TOTAL Jun 18 2,300,000 Jun 20 $0.06 (4) $0.0904 $138,000 $207,920 2,300,000 $138,000 $207,920 Jun 18 1,350,000 Jun 20 $0.06 (4) $0.0904 $81,000 $122,040 1,350,000 $81,000 $122,040 Jun 18 (5) 1,608,755 Jun 20 $0.06 (6) $0.0865 $96,525 $139,157 1,608,755 $96,525 $139,157 (1) The Face Value ($0.06) is the closing share price on 31 December 2019. (2) The Fair Value at grant date has been based on a valuation in accordance with accounting standard AASB 2 “Share Based Payments”. The fair values are used for accounting purposes only. Intrinsic value is the difference between the Face Value ($0.06) and the exercise price ($0.00). (3) (4) Valued at Grant Date on 1 June 2018. (5) Original grant 3,500,000 rights less 1,891,245 rights forfeited on termination. (6) Valued at 24 May 2018 when approved by shareholders at the AGM. 5.5 Movement in equity held The movement during the reporting period in the number of ordinary shares of Hillgrove Resources Limited held, directly, indirectly or beneficially, by each specified Director and executive KMP, including their personally-related entities: Held as at 31/12/18 Exercise of Rights (1) Net Other Changes Held as at 31/12/19 A N N U A L R E P O R T 2 0 1 9 35 H I L L G R O V E R E S O U R C E S L I M I T E D Directors Mr J E Gooding Mr M Boyte Mr P Baker Mr A Breuer Mr L A Wallace Other KMP Mr P Kiley Mr G K Norris Shares Shares Shares Shares Shares Shares Shares 94,444 - 667,626 20,166,800 10,819,197 5,057,666 4,841,519 - - - - 1,386,000 1,716,000 445,500 - - - - - 94,444 - 667,626 20,166,800 12,205,197 -746,000 - 6,027,666 5,287,019 (1) Rights were exercised on or before their expiry date of 31 July 2019. (2) Mr McClare left the Company on 2 May 2019. As at 31/12/18 Mr McClare held 9,379,706 shares and during 2019 exercised 2,508,000 performance rights increasing his shareholding to 11,887,706 shares. Directors’ Report (cont.) 9 1 0 2 T R O P E R L A U N N A Remuneration Report (audited) (cont.) 6.0 Service Contracts and Employment Agreements The Company does not enter into service contracts for KMP Executives. The following sets out details of the employment contracts for Executive KMPs as at 31 December 2019. Employee Position Mr L A Wallace Mr P G Kiley Mr G K Norris Chief Executive Officer and Managing Director Chief Financial Officer and Company Secretary General Manager, Kanmantoo Copper Mine Commencement 24 May 2019 12 June 2015 24 May 2019 Fixed Remuneration (1) 36 Short-term Incentive Long-term Incentive Contract Length Notice periods for resignation or termination Redundancy Benefit Death or Total and Permanent Disability Benefit $420,000 p.a. (2) reviewed periodically Up to 50% of fixed remuneration Up to 50% of fixed remuneration Indefinite 6 months $408,600 p.a. (3) reviewed periodically Up to 50% of fixed remuneration Up to 50% of fixed remuneration Indefinite 3 months $300,000 p.a. (4) reviewed periodically Up to 50% of fixed remuneration Up to 50% of fixed remuneration Indefinite 1 month National Employment Standards and Group Redundancy Policy National Employment Standards and Group Redundancy Policy National Employment Standards and Group Redundancy Policy No specific benefit No specific benefit No specific benefit Change of Control No effect No effect No effect Termination for serious misconduct No notice required, remuneration to the day less advance payments and return of Company property. No notice required, remuneration to the day less advance payments and return of Company property. No notice required, remuneration to the day less advance payments and return of Company property. No payment STI/LTI No payment STI/LTI No payment STI/LTI Statutory entitlements All leave and benefits due per National Employment Standards All leave and benefits due per National Employment Standards All leave and benefits due per National Employment Standards Post-Employment restraints For 6 months: Must not recruit employees or make adverse comments or actions by either party For 6 months: Must not recruit employees or make adverse comments or actions by either party For 6 months: Must not recruit employees or make adverse comments or actions by either party (1) On 19 May 2016 all Hillgrove employees, as part of a cost reduction initiative, agreed to defer 10% of their salary from 19 May 2016 until 30 November 2017. From 1 December 2017, the total salary deferral for each employee was repaid over a 14 month period up until January 2019. (2) Mr Wallace’s annual fixed remuneration excludes $3,651 which was paid in January 2019 and which was attributable to the 2016 and 2017 salary deferral amounts. (3) Mr Kiley’s annual fixed remuneration excludes $4,381 which was paid in January 2019, and which was attributable to the 2016 and 2017 salary deferral amounts. (4) Mr Norris’s annual fixed remuneration excludes $2,415 which was paid in January 2019, and which was attributable to the 2016 and 2017 salary deferral amounts. D E T I M I L S E C R U O S E R E V O R G L L I H Directors’ Report (cont.) Corporate Governance Statement The Company’s Board is committed to achieving the highest standards of corporate governance. The Company’s Corporate Governance Statement for the year ended 31 December 2019 may be accessed from the Company’s website at www.hillgroveresources.com.au/article/Corporate_Governance/Corporate_Governance. Rounding of Amounts The Company is of a kind referred to in ASIC Corporations (Rounding in Financials/Directors’ Reports) Instrument 2016/191, dated 24 March 2016, and in accordance with that Corporations Instrument amounts in the directors‘ report and the financial statements are rounded off to the nearest hundred thousand dollars, unless otherwise indicated. Auditors Independence Declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 38. Signed in accordance with a resolution of the Directors: Dated at Adelaide this 27th day of February 2020 Mr John Gooding Chairman Mr Lachlan Wallace Managing Director A N N U A L R E P O R T 2 0 1 9 37 H I L L G R O V E R E S O U R C E S L I M I T E D Auditor’s Independence Declaration Auditor’s Independence Declaration As lead auditor for the audit of Hillgrove Resources Limited for the year ended 31 December 2019, I declare that to the best of my knowledge and belief, there have been: (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Hillgrove Resources Limited and the entities it controlled during the period. Andrew Forman Partner PricewaterhouseCoopers Adelaide 27 February 2020 9 1 0 2 T R O P E R L A U N N A 38 D E T I M I L S E C R U O S E R E V O R G L L I H PricewaterhouseCoopers, ABN 52 780 433 757 Level 11, 70 Franklin Street, ADELAIDE SA 5000, GPO Box 418, ADELAIDE SA 5001 T: +61 8 8218 7000, F: +61 8 8218 7999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 31 December 2019 Concentrate revenue Other income Expenses Interest and finance charges Impairment charges Profit / (Loss) before income tax Income tax (expense) / benefit Profit / (Loss) for the year attributable to owners Comprehensive income Items that may be reclassified to profit or loss: Total comprehensive income for the period attributable to equity holders of Hillgrove Resources Limited Earnings per share for profit attributable to the ordinary equity holders of the Company: Basic earnings per share Diluted earnings per share Note 5 6 7(a) 7(b) 7(c) 8 9 9 31 Dec 2019 31 Dec 2018 $’000 $’000 113,537 1,703 (117,746) (788) (3,048) (6,342) (3,685) (10,027) 180,080 225 (152,665) (1,646) (214) 25,780 3,685 29,465 - - (10,027) 29,465 Cents (1.7) (1.7) Cents 5.1 4.9 The Consolidated Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction with the notes to the financial statements set out on pages 43 to 65. A N N U A L R E P O R T 2 0 1 9 39 H I L L G R O V E R E S O U R C E S L I M I T E D Consolidated Balance Sheet As at 31 December 2019 9 1 0 2 T R O P E R L A U N N A 40 D E T I M I L S E C R U O S E R E V O R G L L I H Current assets Cash and cash equivalents Trade and other receivables Inventories Non-current assets Inventories Property, plant and equipment Exploration and evaluation expenditure Project costs Deferred tax asset Total assets Current liabilities Trade and other payables Provisions Borrowings and lease liabilities Employee benefits payable Deferred income Non-current liabilities Provisions Borrowings and lease liabilities Employee benefits payable Deferred income Total liabilities Net assets Equity Contributed equity Reserves Accumulated losses Total equity 31 Dec 2019 31 Dec 2018 Note $’000 $’000 10 11 12 12 13 14 15 16 17 18 19 20 21 22 19 23 21 24 25 26 9,329 3,075 10,182 22,586 1,899 24,163 2,616 - - 28,678 51,264 8,640 4,132 253 3,322 479 16,826 8,140 - - - 8,140 24,966 26,298 2,451 5,421 25,616 33,488 8,000 44,008 2,034 1,515 3,685 59,242 92,730 26,647 3,277 836 3,448 1,383 35,591 12,402 145 331 58 12,936 48,527 44,203 234,322 27,113 (235,137) 26,298 234,327 34,986 (225,110) 44,203 The Consolidated Statement of Financial Position is to be read in conjunction with the notes to the financial statements set out on pages 43 to 65. Consolidated Statement of Changes in Equity For the year ended 31 December 2019 Contributed equity $’000 Reserves $’000 Accumulated losses $’000 Total equity $’000 Note Balance 1 January 2018 234,334 3,128 (223,709) Profit/(Loss) for the period Other comprehensive income Transactions with owners: Options exercised Share-based compensation Balance 31 December 2018 Profit/(Loss) for the period Other comprehensive income Transactions with owners: Options exercised Dividend paid Share-based compensation Balance 31 December 2019 24 35 24 3 35 - - (7) - 30,866 (1,401) - - 992 - - - 234,327 34,986 (225,110) 44,203 (10,027) (10,027) - - (5) - - - - - (8,784) 911 - - - - 234,322 27,113 (235,137) 13,753 29,465 - (7) 992 - (5) (8,784) 911 26,298 The Consolidated Statement of Changes in Equity is to be read in conjunction with the notes to the financial statements set out on pages 43 to 65. A N N U A L R E P O R T 2 0 1 9 41 H I L L G R O V E R E S O U R C E S L I M I T E D Consolidated Statement of Cash Flows For the year ended 31 December 2019 31 Dec 2019 31 Dec 2018 Note $’000 $’000 9 1 0 2 T R O P E R L A U N N A Cash flows from operating activities Cash receipts in the course of operations (inclusive of GST) Cash payments in the course of operations (inclusive of GST) Net cash generated by operating activities 30 Cash flows from investing activities Payments for exploration and evaluation expenditure Payments for property, plant and equipment Proceeds on disposal of plant and equipment Net cash used in investing activities 42 Cash flows from financing activities Dividends paid Proceeds from borrowings Transaction costs of borrowings / convertible notes Repayment of borrowings Repayment of finance leases Interest received Interest paid Net cash from/(used) in financing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of financial period Cash and cash equivalents at the end of the financial period 10 D E T I M I L S E C R U O S E R E V O R G L L I H 116,772 (94,957) 21,815 (950) (4,574) 96 (5,428) (8,784) - - (430) (225) 4 (76) (9,509) 6,878 2,451 9,329 179,601 (161,651) 17,950 (1,446) (5,422) 9 (6,859) - 4,000 (135) (12,000) (326) - (650) (9,111) 1,980 471 2,451 The Consolidated Statement of Cash Flows is to be read in conjunction with the notes to the financial statements set out on pages 43 to 65. Notes to the Financial Statements for the year ended 31 December 2019 1. Statement of Significant Accounting Policies The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. Where an accounting policy is specific to one note, the policy is described in the note to which it relates. The financial statements are for the consolidated entity consisting of Hillgrove Resources Limited and its subsidiaries. (a) Basis of preparation This general purpose financial report has been prepared in accordance with Australian Accounting Standards, Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The financial statements comprise the consolidated financial statements of the Group. For the purposes of preparing the consolidated financial statements, Hillgrove Resources Limited is a for-profit entity. (i) Working capital The consolidated financial statements have been prepared on a going concern basis, which assumes the Group will be able to realise its assets and discharge its liabilities in the normal course of business. Cash generating activities from the processing of copper ore are likely to cease in March 2020. Based on projected cashflows, the directors consider that cash on hand at the date of the report plus cash generated from other activities will be sufficient for the Group to cover forecast expenditure for the next twelve months including its ongoing rehabilitation and compliance requirements and to meet expenditure commitments under exploration leases. (ii) Compliance with International Financial Reporting Standards Compliance with Australian Accounting Standards ensures that the consolidated financial statements and notes of Hillgrove Resources Limited comply with International Financial Reporting Standards (IFRSs). (iii) Historical cost convention These financial statements have been prepared under the historical cost convention, as modified when necessary by the revaluation of certain financial assets and liabilities to fair value through other comprehensive income or through profit or loss. A N N U A L R E P O R T 2 0 1 9 43 H I L L G R O V E R E S O U R C E S L I M I T E D (iv) Critical accounting estimates The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 2. (b) Foreign currency translation Functional and presentation currency (i) Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars, which is Hillgrove Resources Limited’s functional and presentation currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit or loss, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges. For the purpose of presenting consolidated financial statements, the assets and liabilities of Hillgrove Resources Limited’s foreign operations are translated into Australian dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange rate differences arising, if any, are recognised in other comprehensive income and accumulated in equity (attributed to non-controlling interests as appropriate). 9 1 0 2 T R O P E R L A U N N A 44 D E T I M I L S E C R U O S E R E V O R G L L I H Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 1. Statement of Significant Accounting Policies (cont.) Impairment of assets (c) The carrying value of property, plant and equipment is assessed for impairment whenever there is an indicator that the asset may be impaired. Determining whether property, plant and equipment is impaired requires an estimation of the recoverable value of the Cash Generating Unit (“CGU”) to which property, plant and equipment has been allocated. Impairment is recognised when the carrying amount exceeds the recoverable amount. In its impairment assessment, the Company determined the recoverable amount based on a Value in Use (“VIU”) calculation. The VIU assessment was undertaken using a discounted cash flow approach. Cash flow projections are based on the CGU’s life of mine plan. In assessing the VIU, the estimated future post-tax cash flows are discounted to their present value using a post-tax discount rate that reflects the current market assessment of the time value of money and business risk. Assets that have suffered an impairment charge are reviewed for possible reversal of the impairment at each reporting date. The specific methods and assumptions used to estimate the discounted future cash flows of the Group’s CGU are outlined in more detail in Note 2 “Critical accounting estimates and judgements”. (d) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet. 2. Critical Accounting Estimates and Judgements The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are discussed below: (a) Recoverability of non-current assets The Group has a single Cash Generating Unit (CGU) being the Kanmantoo copper mine. The estimates of discounted future cash flows for the Kanmantoo CGU are based on significant assumptions including: „ Estimates of the quantities of ore reserves and the timing of access to those reserves; „ Future production levels based on plant throughput and recoveries; „ Future copper, gold and silver prices based on broker consensus pricing; „ Future exchange rates for the Australian dollar to US dollar based on forward curve data; „ Future operating costs of production including capital expenditure; „ The discount rate most appropriate to the CGU; and „ The timing and amounts to be received from the sale of processing equipment and land following completion of mining and processing activities. Annual assessments of the discounted future cash flows for the Kanmantoo CGU have resulted in no adjustments to the carrying values. Separate to the CGU there have been impairments of carrying values of some exploration licences and impairment of the current and carried forward costs for the Pumped Hydro Energy Storage (PHES) project. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. The ultimate recoupment of costs capitalised and carried forward for exploration and evaluation activities is dependent on successful development and commercial exploitation, or sale of the respective areas. (e) Rounding of amounts The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financials/Directors’ Reports Instrument 2016/191, dated 24 March 2016, and in accordance with that Corporations Instrument, amounts in the directors’ report and the financial statements are rounded off to the nearest thousand dollars, unless otherwise indicated. Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 2. Critical Accounting Estimates 3. Dividends 31 Dec 2019 31 Dec 2018 $’000 $’000 8,784 - 17,556 21,320 Franked dividend paid for 2019: 1.5 cents per share Amount of franking credits available to shareholders for subsequent financial years 4. Financial Reporting by Segment Through its ownership of the Kanmantoo copper mine, the Group has one operating segment being in the resources industry, in Australia. The Group also has exploration tenement interests overseas, but these tenements are fully written down, incurring minimal care and maintenance costs and therefore are considered to be immaterial, not requiring separate segment disclosure. A N N U A L R E P O R T 2 0 1 9 45 H I L L G R O V E R E S O U R C E S L I M I T E D and Judgements (cont.) (b) Restoration, rehabilitation and environmental obligations Expenditures related to ongoing restoration, rehabilitation and environmental obligation activities are accrued and expensed as incurred and included in the relevant cost of mining activities. These expenditures are estimated either on the basis of detailed cost estimates or are in accordance with statutory provision requirements. Provision is made for the costs of decommissioning and site rehabilitation costs when the related environmental disturbance takes place. Provisions are recognised at the net present value of future expected costs as outlined in Notes 18 and 22. The provision represents management’s best estimate of the costs that will be incurred, but significant judgement is required as many of these costs will not crystallise until the end of the life of the mine. (c) Pumped Hydro Energy Storage (PHES) project income recognition The Hillgrove Group sold the rights to develop, own and operate a PHES project at its Kanmantoo mine site to AGL Energy Limited. Consideration was payable by AGL in instalments which were linked to the achievement of conditions precedent forming agreed project milestones. Completion of all project milestones was estimated to take between 18-36 months and would result in total consideration of $31 million. The first receipt for Hillgrove was $1 million on signing of the project agreements in March 2019. In the June 2019 half year accounts the $1m received by Hillgrove was accounted for as deferred income on the balance sheet under non-current liabilities and not recorded as revenue in the Profit & Loss. Costs incurred which were associated with this contract were capitalised onto the balance sheet under “Project Costs”. In February 2020 the timeline for satisfaction of conditions had lapsed and both parties mutually agreed to terminate the PHES project agreement. As a consequence the capitalised project costs have been impaired and expensed to the Profit & Loss. At the same time, the $1 million deferred income receipt has been recognised as other income in the Profit & Loss. Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 7. Expenses Profit or loss before income tax includes the following expenses: (a) Expenses per profit or loss Note (i) (ii) (iii) Costs of production Depreciation and amortisation Inventory movement Cost of goods sold Government royalties Corporate and other costs Rehabilitation adjustment (Gain)/Loss on sale of fixed assets Foreign exchange loss / (gain) Total Expenses per Profit or Loss 31 Dec 2019 31 Dec 2018 $’000 72,583 14,664 20,859 108,106 5,388 $’000 143,322 16,713 (20,661) 139,374 8,552 4,945 4,880 (702) (47) 56 - 4 (145) 117,746 152,665 (i) Costs of production represent costs for mining, processing, transport of concentrate to port, and site overheads. (ii) Corporate and other costs reflect the costs incurred in running the corporate head office, together with Indonesian care and maintenance costs. (iii) The estimated decrease in the required rehabilitation provision was first applied to reduce the carrying amount of the rehabilitation asset in Mine Development to zero and the remaining amount was recorded as other income. 9 1 0 2 T R O P E R L A U N N A 46 D E T I M I L S E C R U O S E R E V O R G L L I H 5. Concentrate Revenue Copper in concentrate Gold in concentrate Silver in concentrate Treatment and refining deductions Concentrate revenue 31 Dec 2019 31 Dec 2018 $’000 116,152 6,325 2,011 (10,951) 113,537 $’000 191,339 8,169 2,868 (22,296) 180,080 Revenue is measured at the fair value of the consideration received or receivable. The Group sells copper concentrate under an offtake contract and the Group trades using CIF terms (i.e. Seller’s cost, insurance and freight) for vessel chartering. Under AASB 15, the Company has three performance obligations relating to the sale of concentrate which include delivery and transfer of title of concentrate at the port of loading, loading of concentrate onto the ship and transporting the shipment to the port of destination. The transaction price applied to the delivery of concentrate to the port is value of the concentrate delivered adjusted for treatment and refining charges, the transaction price allocated to the final two performance obligations are cost of loading and chartering a vessel for shipment to destination at cost recovery. The price can be declared as either one of: one month before the month of shipment or synthetically spread adjusted to five months after the month of arrival at the discharge port. The group has recognised the following assets and liabilities related to contracts with customers; Deferred income (contract liability) Trade and other receivables (contract asset) 6. Other Income Interest Grant income PHES project initial receipt Other – services provided to third parties Total other income 31 Dec 2019 31 Dec 2018 $’000 $’000 (479) (1,166) 479 1,166 31 Dec 2019 31 Dec 2018 $’000 12 275 1,000 416 1,703 $’000 4 221 - - 225 Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 7. Expenses (cont.) (b) Interest and finance charges 31 Dec 2019 31 Dec 2018 Note $’000 $’000 Discount on unwind of rehabilitation provision Borrowing costs, bank fees and charges Interest on borrowings Other interest payable (i) Convertible Note interest Total Interest and finance charges 257 6 3 522 - 350 200 286 809 1 788 1,646 (i) Includes interest charged on sales proceeds received in advance of ship loading. The cost is netted-off against revenue as it is received and therefore is not dislcosed as a financing activity cashflow in the Statement of Cashflows. (c) Impairment charges Exploration assets PHES project costs Note (i) (ii) 31 Dec 2019 31 Dec 2018 $’000 232 2,816 3,048 $’000 214 - 214 (i) Expenditure on exploration areas of interest where the prospect of recoupment of costs capitalised through successful development and commercial exploitation is no longer considered likely, is charged to the profit or loss as an impairment charge. (ii) Costs accumulated in connection with the PHES project development by AGL were impaired at 31 December due to mutual agreement to terminate the contract by both parties in February 2020. (d) Other required disclosures Employee benefits (excluding share-based payments) Share based payments (see note 35) 31 Dec 2019 31 Dec 2018 $’000 $’000 19,023 27,349 911 992 A N N U A L R E P O R T 2 0 1 9 (e) Assurance services The following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms: 47 31 Dec 2019 31 Dec 2018 $ $ (i) Audit Services Fees paid to PricewaterhouseCoopers: Audit and review of financial reports and other audit work under the Corporations Act 2001 Fees paid to other firms: Audit and review of Singapore financial reports (Crowe Horwath) (ii) Taxation Services Services by Deloitte Touche Tohmatsu: Tax compliance services, including review of income tax returns Services by PricewaterhouseCoopers: Tax compliance services, including review of income tax returns Services by other firms: Singapore tax compliance services, including income tax returns (Crowe Horwath) H I L L G R O V E R E S O U R C E S L I M I T E D 226,355 257,459 19,900 246,255 15,470 272,929 11,450 9,000 24,299 35,677 - 35,749 8,330 53,007 Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 8. Income Tax Expense 31 Dec 2019 31 Dec 2018 $’000 $’000 9 1 0 2 T R O P E R L A U N N A 48 D E T I M I L S E C R U O S E R E V O R G L L I H (a) Income tax expense Income tax expense comprises: - Current tax expense - Deferred tax expense / (benefit) Income tax expense / (benefit) (b) Numerical reconciliation of income tax expense to prima facie tax payable Profit/(loss) from continuing operations before income tax expense/(benefit) Tax at the Australian tax rate of 30% Tax effect of amounts which are not deductible in calculating taxable income: - Share based payments - Non-deductible expenses - Non-assessable income - Losses from non-resident foreign operations - Prior year tax losses utilised and temporary differences - Tax temporary differences (recognised) / not recognised Income tax expense/(benefit) (c) Amounts recognised directly in equity Deferred tax – (credited)/ debited directly in equity Hillgrove Resources Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. The head entity, Hillgrove Resources Limited, and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand-alone taxpayer in its own right. The entities in the tax-consolidated group entered into a tax sharing agreement and a tax funding agreement. On adoption of the legislation, the entities in the tax consolidated group entered into a tax sharing agreement which, in the opinion of the Directors, limits the joint and several liability of the wholly owned entities in the case of a default by the head entity. The entities have also entered a tax funding agreement under which the wholly-owned entities fully compensate the head entity for any current tax payable assumed and are compensated by the head entity for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to it under the tax consolidation legislation. Refer to Note 16. 9. Earnings Per Share Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year. Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. Classification of securities as ordinary shares - - 3,685 3,685 (3,685) (3,685) (6,342) 25,780 (1,903) 7,734 273 10 (172) 225 297 212 - 267 - (8,510) 5,252 3,685 (3,685) (3,685) - - Ordinary shares have been classified as ordinary shares and included in basic earnings per share. Classification of securities as potential shares Outstanding performance rights have been classified as potential ordinary shares and included in diluted earnings per share. (d) Tax consolidation legislation The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 9. Earnings Per Share (cont.) 10. Cash and cash equivalents 31 Dec 2019 31 Dec 2018 $’000 $’000 (10,027) 29,465 (10,027) 29,465 Number Number Cash at bank and on hand Restricted cash 31 Dec 2019 31 Dec 2018 $’000 8,971 358 9,329 $’000 2,058 393 2,451 Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Restricted cash cannot be accessed without consent and comprises deposits to cash back environmental bonds, office rental security deposits, foreign exchange pre settlement risk. 11. Trade and other receivables (a) Basic earnings Profit from continuing operations attributable to the ordinary equity holders of the Company (b) Diluted earnings Profit from continuing operations attributable to the ordinary equity holders of the Company Weighted average number of shares used as the denominator Number for basic earnings per share Ordinary shares 581,988,390 573,567,811 Number for diluted earnings per share Diluted ordinary shares 604,903,137 601,376,365 Cents Cents Trade receivables Prepayments Other receivables GST receivable 31 Dec 2019 31 Dec 2018 $’000 1,135 1,230 424 286 3,075 $’000 1,890 2,267 414 850 5,421 A N N U A L R E P O R T 2 0 1 9 49 H I L L G R O V E R E S O U R C E S L I M I T E D (a) Basic earnings per share (Loss)/profit from continuing operations attributable to the ordinary equity holders of the Company (b) Diluted earnings per share (Loss)/profit from continuing operations attributable to the ordinary equity holders of the Company (1.7) 5.1 (1.7) 4.9 Trade receivables are for concentrate sales and the Group has a single customer under the terms of an offtake agreement. Sales are denominated in US dollars. Revenue is recognised in accordance with the policy described in Note 5 using spot exchange rates on the date of the sale, with trade receivables subsequently being translated at the exchange rate applicable on the date when settled. Unsettled balances at period end are revalued using the appropriate end of period exchange rate. First progress payment is received three business days after concentrate is delivered to port in minimum tonnage lots. First provisional payment covering 95% of the value is received three business days after ship loading. Second provisional payment for the remaining 5% is received 45 days after ship loading. Refer to note 5 for additional information. Prepayments include contract assets recognised under AASB 15 of $479,000 (CY18: $1,166,000). The group holds the trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. Details about the group’s impairment policies and the calculation of the loss allowance are provided in note 27(c). Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 12. Inventories 13. Property, Plant and Equipment 31 Dec 2019 31 Dec 2018 $’000 $’000 31 Dec 2019 31 Dec 2018 $’000 $’000 1,976 1,803 At cost Land and buildings 9 1 0 2 T R O P E R L A U N N A Current Assets Concentrates Run-of-mine (ROM) stockpile Stores and consumables Total current inventory Non-Current Assets 50 ROM stockpile Stores inventory Total non-current inventory 7,313 893 10,182 - 1,899 1,899 20,756 3,057 25,616 8,000 - 8,000 D E T I M I L S E C R U O S E R E V O R G L L I H Inventory is recognised at the lower of cost and net realisable value. The cost of inventory is determined using the allocation of costs between production and development activities. Costs and activities are monitored at each stage of the production process and allocated to physical units. Net realisable value is based on the estimated amount expected to be received when the inventory is completely processed and sold. The estimation of net realisable value of inventories involves judgements about the quantity of metal that can be recovered, future commodity prices, production costs and selling costs. Due to the probability of the processing plant entering a phase of care and maintenance, an assessment has been made of the estimated cost or net realisable value of stores inventory which is unlikely to be consumed in the next financial year but still has future economic value in conjunction with the plant itself. This has been reclassified to non-current stores inventory on the balance sheet at 31 December 2019. In the previous year the value for ROM stockpiles was split between current and non-current assets based on estimated judgement of the timing for when this material was expected to be processed. Accumulated depreciation Plant and equipment At cost Accumulated depreciation and impairment Motor vehicles At cost Accumulated depreciation Mine development At cost Accumulated depreciation and impairment Deferred mining costs At cost 5,524 (379) 5,145 5,524 (379) 5,145 73,370 73,264 (59,621) 13,749 (58,112) 15,152 763 (640) 123 1,281 (761) 520 163,313 161,054 (158,167) (145,768) 5,146 15,286 - - 7,905 7,905 Total property, plant and equipment 24,163 44,008 All property, plant and equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items and costs incurred in bringing assets into use. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred. The units of production basis is used when depreciating mine specific assets which results in a depreciation charge proportional to the depletion of the forecast remaining life of mine production. Changes in factors such as estimates of proven and probable reserves that affect the unit of production calculations are applied on a prospective basis. A N N U A L R E P O R T 2 0 1 9 51 H I L L G R O V E R E S O U R C E S L I M I T E D Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 13. Property, Plant and Equipment Reconciliations of the carrying amounts for each class of asset are set out below: (cont.) The straight line method of depreciation to allocate cost, net of residual values, is used for all remaining assets over estimated useful lives between 3-10 years from inception, the duration reflects the specific nature of the assets. Freehold land is not depreciated. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. Mine development includes the Kanmantoo mine rehabilitation asset (see Note 2(b)) as well as costs incurred to estimate the quantum of the Kavanagh underground resource. Deferred mining costs on the balance sheet in 2018 represented mining costs which were normalised for the impact of strip ratios and copper grades over the life of specific pits. These were fully amortised to the profit or loss during 2019. AASB 16 “Leases” became operative from 1 January 2019. As forecast in the 2018 financial statements, the Group has applied the simplified transition approach and comparative amounts have not been restated upon first adoption. As at 31 December 2018, the Group was a lessee under finance leases for 23 motor vehicles and a multi-stream analyser (“MSA”) in the processing plant. Of these lease arrangements, only 12 vehicle leases remain open at 31 December 2019 with all due to expire before July 2020 and the MSA has been purchased. As a consequence, asset values relating to remaining lease contracts have not been separately disclosed as “right-to-use” assets under AASB 16 as they are short term and immaterial. For more information on the Group’s revised lease accounting policy and its application to current leasing arrangements, refer to Note 19 “Lease Liabilities”. In accordance with the Group’s accounting policies, regular impairment testing is carried out to ensure assets are not carried at more than their recoverable amount. The value in use methodology is used to estimate the recoverable amount, rather than the fair value less cost of disposal method. This is because the value in use methodology more closely portrays Kanmantoo’s current life of mine plan which envisages completion of mining and closure in the near-term and does not assume any future expansion of the mineral resource beyond the Kavanagh Ore Zone. As the recoverable amount can vary with market conditions particularly the future estimated price of copper, impairment testing is done at a point in time to reflect those market conditions. No impairment charges were taken against the Group’s Kanmantoo assets in the current year. Costs capitalised in connection with the PHES project and certain exploration areas of interest were written down as impairment charges, refer to Note 7(c). Land and buildings Carrying amount at beginning of period Disposals Depreciation Carrying amount at end of period Plant and equipment Carrying amount at beginning of period Additions Disposals Depreciation Carrying amount at end of period Motor vehicles Carrying amount at beginning of period Additions Disposals Depreciation Carrying amount at end of period Mine development Carrying amount at beginning of period Additions Transfers from exploration and evaluation expenditure 31 Dec 2019 31 Dec 2018 $’000 $’000 5,145 5,145 - - - - 5,145 5,145 15,152 16,754 106 - 196 - (1,509) (1,798) 13,749 15,152 520 - (39) (358) 123 542 136 (12) (146) 520 15,286 2,488 27,992 2,620 - 246 Depreciation (12,399) (14,990) (Decrease) / Increase provision for rehabilitation Carrying amount at end of period Deferred mining Costs Carrying amount at beginning of period (Reductions) / Additions Carrying amount at end of period Total property, plant and equipment (229) (582) 5,146 15,286 7,905 (7,905) 27,258 (19,353) - 7,905 24,163 44,008 Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 14. Exploration and Evaluation Expenditure The Group accumulates certain costs associated with exploration activities on specific areas of interest where the Group has rights of tenure and where exploration and evaluation activities in the area of interest have not reached a stage that permits a reasonable assessment of the existence of economically recoverable reserves. Expenditure on exploration areas of interest where the prospect of recoupment of costs capitalised through successful development and commercial exploitation is no longer considered likely, is charged to the profit or loss as an impairment charge. 31 Dec 2019 31 Dec 2018 $’000 $’000 2,616 2,034 2,034 814 - (232) 889 1,605 (246) (214) Exploration and evaluation expenditure Carrying at beginning of period Additions Transfers to mine development Impairment loss Carrying amount at end of period 16. Deferred Tax Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. 31 Dec 2019 31 Dec 2018 $’000 $’000 Deferred tax asset (DTA) DTA amounts recognised in profit or loss Employee benefits 9 1 0 2 T R O P E R L A U N N A 52 D E T I M I L S E C R U O S E R E V O R G L L I H 893 - - - 4 897 32 - (929) - 997 4,291 - - 1,599 6,887 121 9 (3,332) 3,685 2,616 2,034 Rehabilitation provisions 15. Project Costs The Group accumulated certain costs associated with meeting its commitments towards the progress of AGL’s Pumped Hydro Energy Storage project. These costs were to be carried forward until the performance obligations were satisfied. Costs accumulated in connection with the PHES project were impaired at 31 December due to mutual agreement to terminate the contract by both parties in February 2020. Tax revenue losses Property, plant & equipment Other DTA/(DTL) amounts recognised directly in equity Share issue expenses Other Set-off deferred tax liabilities pursuant to set-off provision 31 Dec 2019 31 Dec 2018 Net deferred tax assets Project costs Carrying at beginning of period Additions Amortisation Impairment losses Carrying amount at end of period $’000 - 1,515 1,301 - (2,816) $’000 1,515 - 1,515 - - - 1,515 Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 16. Deferred Tax (cont.) 18. Provisions – Current A N N U A L R E P O R T 2 0 1 9 53 H I L L G R O V E R E S O U R C E S L I M I T E D 31 Dec 2019 31 Dec 2018 $’000 3,588 420 124 4,132 $’000 2,200 549 528 3,277 3,277 2,896 Rehabilitation provision Make good provision Unsettled ship provision Movement in provisions Carrying value at the beginning of the period Payments charged against provisions: Rehabilitation provision (2,200) (1,179) Make good provision Unsettled ship provision Increase / (reduce) provision recognised: Make good provision Unsettled ship provision Transfer from / (to) non- current provisions: Rehabilitation provision Balance at end of period (402) (528) 273 124 3,588 4,132 - - 50 (68) 1,578 3,277 The rehabilitation provision is based on estimates for tenements held and refers to the measures and actions required to repair land disturbed by exploration and mining activities. The current balance is in respect of the Kanmantoo mine and Comet Vale tenement, which are expected to occur over the next 12 months. The make good provision is in respect of the contractual requirement to make repairs necessary for mobile equipment including vehicles to be returned to their original state, subject to fair wear and tear. The unsettled ship provision represents estimated outflows for shipments of concentrate that have been invoiced using provisional pricing. Settlement is expected to occur in the first half of 2020. 31 Dec 2019 31 Dec 2018 $’000 $’000 Deferred tax liability DTL amounts recognised in profit or loss Deferred mining costs Other Amount offset to deferred tax assets pursuant to set-off Net deferred tax liabilities Movements in net deferred tax balance - 929 929 (929) - Opening balance 3,685 2,372 960 3,332 (3,332) - - Credited/(charged) to profit or loss Over/(under) provision in prior years Closing balance (3,685) 3,685 - - - 3,685 Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable future taxable amounts will be available to utilise those temporary differences and losses. Unused tax losses and offsets for which no deferred tax asset has been recognised are approximately $152.5 million (tax benefit at the Australian tax rate of 30%: $45.7 million). In addition, the total value of unrecognised temporary differences is $92.1 million (tax benefit at the Australian tax rate of 30%: $27.6 million) of which the unrecognised temporary difference on plant and equipment is approximately $74.5 million (tax benefit at the Australian tax rate of 30%: $22.3 million). Deferred tax assets of $nil (2018: $1,562,000) and deferred tax liabilities of $144,000 (2018: $2,715,000) are expected to be recovered in less than 12 months of the balance sheet date. 17. Trade and Other Payables Trade payables Other payables and accruals 31 Dec 2019 31 Dec 2018 $’000 2,608 6,032 8,640 $’000 18,209 8,438 26,647 Information about the Group’s exposure to liquidity risk is provided in Note 27(d). Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 9 1 0 2 T R O P E R L A U N N A 19. Borrowings and lease liabilities Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds, net of transaction costs, and the redemption amount is recognised in the statement of profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities, which are not an incremental cost in relation to the actual draw-down of the facility, are recognised as prepayments and amortised on a straight-line basis over the term of the facility. 54 Borrowings are classified as current liabilities. Where the Group has an unconditional right to defer settlement of the liability at least 12 months after the reporting period, that part of the deferred settlement is classified as a non-current liability. D E T I M I L S E C R U O S E R E V O R G L L I H Lease Liabilities As detailed in Note 13, the Group leases motor vehicles and equipment at Kanmantoo mine site and leases office premises in Adelaide. The Group has also hired earthmoving equipment which is used in processing and rehabilitation activities. Until the 2018 financial year, leases of property, plant and equipment were classified as either finance leases or operating leases. Rental payments made under operating leases were charged completely to the profit or loss. Finance leases were capitalised at inception and the corresponding liability for rental obligations, net of finance charges, was included in current and non-current liabilities. Each subsequent lease payment was allocated between the liability and finance charges which were charged to the profit or loss over the lease period. The lease liabilities disclosed in this Note 19 “Borrowings” reflect the obligations for previously contracted finance leases, all of which are due to expire before July 2020. From 1 January 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of; fixed payments (including in-substance fixed payments), less any lease incentives receivable, variable lease payments, amounts expected to be payable under residual value guarantees, the exercise price of a purchase option, and payments of penalties for terminating the lease, if the lease term reflects the group exercising that option. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the Group’s incremental borrowing rate is used, being the rate that the Group would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of- use asset in a similar economic environment with similar terms, security and conditions. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets are measured at cost comprising; the amount of the initial measurement of lease liability, any lease payments made at or before the commencement date less any lease incentives received, any initial direct costs, and restoration costs. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. Payments associated with new short-term leases of equipment and vehicles and all leases of low-value assets are to be recognised on a straight-line basis as an expense in profit or loss. As a majority of all the Group’s leases are due to expire in mid-2020, management have treated these contracts as exempt as they are deemed to be short term leases under AASB 16. The Group’s lease for hire of earthmoving equipment contains an extension option which is not expected to be exercised. The Group has completed an assessment over all other leases, and the amount of right of use assets and lease liabilities to be recognised on 1 January 2019 is not material. Current - unsecured Lease liabilities Promissory note (a) Total current borrowings Non-current - unsecured Lease liabilities Total non-current borrowings 31 Dec 2019 31 Dec 2018 $’000 $’000 253 - 253 - - 333 503 836 145 145 (a) A contractor creditor of the Company agreed to convert a portion of the amount owed for past services into an unsecured interest-bearing liability. The liability was fully repaid in February 2019. Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 20. Employee Benefits Payable 22. Provisions – Non-Current A N N U A L R E P O R T 2 0 1 9 55 H I L L G R O V E R E S O U R C E S L I M I T E D Rehabilitation provision Movement in provisions Carrying value at the beginning of the period Discount on unwind of rehabilitation provision Transfer (to)/from current provisions (Reduce)/increase provision recognised Balance at end of period 31 Dec 2019 31 Dec 2018 $’000 8,140 $’000 12,402 12,402 13,826 257 350 (3,588) (1,578) (931) 8,140 (196) 12,402 The rehabilitation provision is based on estimates for tenements held and refers to the measures and actions required to remediate land disturbed by exploration and mining activities. Close down and restoration costs include the dismantling and demolition of infrastructure and the removal of residual materials and remediation of disturbed areas. Close down and restoration costs are provided for in the accounting period when the obligation arising from the related disturbance occurs, whether this occurs during mine development or during the production phase, based on the net present value of estimated future costs. The costs are estimated on the basis of a closure plan. The cost estimates are calculated annually during the life of the operation to reflect known developments and are subject to formal review at regular intervals. The amortisation or ‘unwinding’ of the discount applied in establishing the net present value of provisions is charged to the statement of profit or loss and shown as a financial cost. – Current Employee benefits payable 31 Dec 2019 31 Dec 2018 $’000 3,322 $’000 3,448 The current provision for employee benefits includes accrued annual leave, long service leave, redundancies and other accrued remuneration. The entire amount of employee benefits payable of $3.3 million (2018: $3.4 million) is presented as current since the Group does not have an unconditional right to defer settlement for any of these obligations. However, based on past experience the Group does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months. 31 Dec 2019 31 Dec 2018 $’000 $’000 Leave obligations expected to settle after 12 months 276 1,015 21. Deferred Income Current Liabilities Deferred pipeline grant Deferred revenue (contract liability) (i) (ii) Non-Current Liabilities Deferred pipeline grant (i) 31 Dec 2019 31 Dec 2018 $’000 $’000 - 479 479 - - 217 1,166 1,383 58 58 (i) (ii) Deferred pipeline grant relates to a grant received to assist with construction of a water pipeline. Deferred revenue relates to the delivery of concentrate to the local port and transfer of title being completed, however loading of concentrate onto vessels and the shipping of concentrate to the destination port had not yet been performed. Refer to Note 5 for additional information. 9 1 0 2 T R O P E R L A U N N A 56 D E T I M I L S E C R U O S E R E V O R G L L I H Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 23. Employee Benefits Payable – Non current Long service leave 24. Contributed Equity Share capital Issued and paid up capital for 585,588,518 fully paid shares (31 December 2018: 577,477,118) 31 Dec 2019 31 Dec 2018 $’000 - - $’000 331 331 31 Dec 2019 31 Dec 2018 $’000 $’000 234,322 234,327 Ordinary Shares Issued – movements during the period Opening balance 31 Dec 2019 31 Dec 2018 31 Dec 2019 31 Dec 2018 No. of shares No. of shares 577,477,118 568,929,118 $’000 234,327 $’000 234,334 Employee option schemes / issues 8,111,400 8,548,000 Shares issued to creditor Exercise of options Conversion of notes Less – transaction costs Balance at end of period - - - - - - - - 585,588,518 577,477,118 - - - - - - - - (5) 234,322 (7) 234,327 Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Terms and conditions Holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at shareholders meetings. In the event of winding up the Company, ordinary shareholders rank after all other shareholders and creditors and are fully entitled to any net proceeds of liquidation. Capital risk management The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets. A N N U A L R E P O R T 2 0 1 9 57 H I L L G R O V E R E S O U R C E S L I M I T E D Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 25. Reserves 26. Accumulated Losses 31 Dec 2019 31 Dec 2018 $’000 $’000 31 Dec 2019 31 Dec 2018 $’000 $’000 At beginning of the period (225,110) (223,709) 5,208 22,082 (177) 27,113 4,297 30,866 (177) 34,986 Net loss not carried forward to profit reserve Accumulated losses at end of the period (10,027) (1,401) (235,137) (225,110) Employee share options reserve Profit reserve Foreign currency translation Movements: Employee share options reserve Opening balance 4,297 3,305 Share based compensation expense Closing balance Profit reserve Opening balance Transfer of current year profit Dividend paid Closing balance 911 5,208 992 4,297 30,866 - - 30,866 (8,784) 22,082 - 30,866 Nature and purpose of reserves (i) Employee share option reserve The employee share option reserve is used to recognise the fair value of share performance rights issued to employees but not exercised. (ii) Foreign currency translation reserve Exchange differences arising on translation of the foreign controlled entity are recognised in Other Comprehensive Income as described in Note 1(b)(ii) and accumulated in the foreign currency translation reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of. (iii) Profit reserve The profit reserve is used to accumulate distributable profits, preserving the characteristics of profit by not appropriating against prior year accumulated losses. The reserve can be used to pay taxable dividends. 27. Financial Risk Management The Group’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Risk management is carried out by senior management under direction of the Board of Directors. The Board provides principles for overall risk management, as well as policies covering specific areas. (a) Market risk (i) Copper and Gold – Commodity price and foreign exchange risk management The Group has exposure to copper and gold commodity prices arising from sales contracts that commit the Group to supply copper concentrate in 2020. The prices for copper concentrate supplied under these contracts will be determined at the time of delivery with respect to the price of copper, gold and silver which is quoted in US dollars. The copper price component represents approximately 95% of the copper concentrate sales value and gold represents approximately 5%. During 2018 and 2019, the Group’s metal offtaker Freepoint Metals LLC provided short term fixed A$ copper pricing to the Group on market competitive cost margin terms. These arrangements protected the Group from downside price risk, however they are not tradeable instruments nor able to be cancelled or settled/converted into cash. As a consequence, hedge accounting is not applicable to the fixed price arrangements. As at 31 December 2019, the Group had a total of 1,500 tonnes of copper metal at agreed fixed prices ranging from A$8,569 per tonne up to A$8,918 per tonne (average price of A$8,797). 9 1 0 2 T R O P E R L A U N N A 58 D E T I M I L S E C R U O S E R E V O R G L L I H Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 27. Financial Risk Management (cont.) b) Foreign exchange risk The Group sells copper concentrate and sales invoices are denominated in US$. The current fixed pricing arrangements on a ship by ship basis with Freepoint include conversion from US$ into A$ to the extent of the aggregate of the early drawdown values for each ship. Provisional and final invoicing is settled at spot foreign exchange rates. At 31 December 2019, the Group has US$-denominated trade receivables of US$749,281 (31 December 2018: US$1,333,665). Offsetting this, the Group has unsettled ship provisions for final invoices which are also recorded in US$. At 31 December 2019 the Group has US$ denominated ship provisions of US$86,650 (31 December 2018: US$372,500). The table below details the Group’s foreign exchange sensitivity on its net USD-denominated trade receivables and final invoice ship provisions: Impact on profit or loss 31 December 2019 31 December 2018 Increase $‘000 Decrease $‘000 Increase $‘000 Decrease $‘000 Impact of 10% increase/decrease in A$/US$ exchange rate on US$ denominated trade receivables (97) 107 (124) 136 The Group and parent entity also hold bank accounts denominated in US$ and IDR (Indonesian Rupiah) which had carrying values of $866,645 and $945 respectively at 31 December 2019 (31 December 2018: $NIL and $397 respectively). The risk is not material. (c) Credit risk Credit risk is managed on a group basis. Credit risk can arise from cash and cash equivalents, deposits with banks and financial institutions, derivative financial instruments and receivables. The Group holds its cash with Westpac Banking Corporation which is considered to be an appropriate financial institution. The Group has trade receivables of $1,135,058 (31 December 2018: $1,889,580). The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets. The group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. Applying the principles of the expected credit loss model and historical recovery rates, the Consolidated entity has not recognised a provision against trade receivables and contract assets. Trade receivables and contract assets are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the group, and a failure to make contractual payments. GST refunds are receivable from a government agency and are deemed to have no significant credit risk. For banks, financial institutions and third party debtors, management assesses the credit quality of the counterparty, taking into account its financial position, past experience and other relevant factors. (d) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Liquidity risk is managed on a Group basis. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Group monitors its cash flow on a weekly basis to ensure adequate funds are in place to maintain uninterrupted production and to meet its payment obligations when they fall due. The Group and the parent entity had no undrawn borrowing facilities at the reporting date. Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 27. Financial Risk Management (cont.) (d) Liquidity risk (cont.) Maturities of financial liabilities The tables below analyse the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows and includes future interest on borrowings. 31 December 2019 ($’000) Trade and other payables Borrowings Total 31 December 2018 ($’000) Trade and other payables Borrowings Total Less than 1 year 8,640 253 8,893 26,647 836 27,483 1 to 2 year(s) 2 to 3 years 3 to 4 years 4 to 5 years More than 5 years - - - - 145 145 - - - - - - - - - - - - - - - - - - - - - - - - 28. Subsidiaries The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Hillgrove Resources Limited (the “parent entity”) as at 31 December 2019 and the results of all subsidiaries for the period then ended. Hillgrove Resources Limited and its subsidiaries together are referred to in this financial report as the Group. Subsidiaries are all entities controlled by the Group. Control is achieved when the Group has power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Profit or loss and each component of other comprehensive income are attributed to owners of Hillgrove Resources Limited and to the non-controlling interests where applicable. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. The proportion of ownership interest is equal to the proportion of voting power held. The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries detailed on the next page. A N N U A L R E P O R T 2 0 1 9 59 H I L L G R O V E R E S O U R C E S L I M I T E D 9 1 0 2 T R O P E R L A U N N A 60 D E T I M I L S E C R U O S E R E V O R G L L I H Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 28. Subsidiaries (cont.) Name of controlled entity Hillgrove Copper Pty Ltd Hillgrove Copper Holdings Pty Ltd Hillgrove Exploration Pty Ltd Hillgrove Mining Pty Ltd Hillgrove Operations Pty Ltd Hillgrove Wheal Ellen Pty Ltd Kanmantoo Properties Pty Ltd Mt Torrens Properties Pty Ltd SA Mining Resources Pty Ltd Hillgrove Indonesia Pty Ltd Hillgrove Singapore Holdings Pte Ltd Hillgrove Singapore No 2 Pte Ltd Hillgrove Singapore No 3 Pte Ltd Hillgrove Singapore No 4 Pte Ltd PT Akram Resources PT Fathi Resources PT Hillgrove Indonesia Country of incorporation Class of share Equity holding 31 Dec 2019 (%) Equity holding 31 Dec 2018 (%) Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Singapore Singapore Singapore Singapore Indonesia Indonesia Indonesia Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary 100 100 100 100 100 100 100 100 100 100 80 80 100 100 80 80 100 100 100 100 100 100 100 100 100 100 100 80 80 100 100 80 80 100 There were no transactions with non-controlling interests during the period. 29. Commitments (a) Non-cancellable operating lease expense commitments Future operating lease commitments not provided for in the financial statements and payable: Within one year One year or later and no later than five years 31 Dec 2019 31 Dec 2018 $’000 $’000 22 - 22 34 23 57 The Group leases corporate offices under a non-cancellable operating lease expiring August 2020. The lease has varying CPI escalation clauses and renewal rights. The Group has not recognised this lease as a right-of-use asset under AASB 16 Leases as it is low value. If renewed, the terms of the lease will be renegotiated. (b) Exploration expenditure commitments In order to maintain current rights of tenure to exploration tenements, the Group is required to perform exploration work to meet the minimum expenditure requirements under the various exploration licences which are held. These obligations are expected to be fulfilled in the normal course of operations. Mining interests may be relinquished or joint ventured to reduce this amount. The SA State Government has the authority to defer, waive or amend the minimum expenditure requirements. Eligible exploration expenditure includes an appropriate allocation of overhead costs. Commitments have increased from the prior year as a result of the tenements that have been granted during 2019. Within one year One year or later and no later than five years 31 Dec 2019 31 Dec 2018 $’000 1,365 1,965 3,330 $’000 820 520 1,340 (c) Capital commitments At 31 December 2019 there were no contracted capital commitments (31 December 2018: Nil). A N N U A L R E P O R T 2 0 1 9 61 H I L L G R O V E R E S O U R C E S L I M I T E D Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 30. Notes to the Statement of Cash Flows (a) Reconciliation of cash For the purposes of the statement of cash flows, cash includes cash on hand and at bank and short term deposits at call. Cash as at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in the Balance Sheet as set out in Note 10. (b) Reconciliation of operating profit after income tax to net cash provided by operating activities 31 Dec 2019 31 Dec 2018 Operating profit/(loss) after income tax Add/(less) items classified as investing/financing activities Net (gain)/loss on sale of fixed assets Net interest expense Finance lease payments Add/(less) non-cash items Depreciation and amortisation Impairment asset write downs Employee share options Discount on unwind of rehabilitation provision Deferred income amortisation Rehabilitation adjustment Net cash generated by operating activities before change in assets and liabilities Changes in operating assets and liabilities Increase / (decrease) in deferred revenue (Increase) / decrease in receivables, prepayments and inventories Increase / (decrease) in trade creditors and accruals (Increase) / decrease in net deferred tax assets Increase / (decrease) in provisions and employee benefits (Increase) / decrease in deferred mining costs Net cash generated by operating activities $’000 (10,027) (47) 531 225 14,664 3,048 911 257 (275) (702) 8,585 (687) 23,881 (18,140) 3,685 (3,414) 7,905 21,815 $’000 29,465 4 1,300 326 16,713 214 992 350 (221) 300 49,443 317 (21,087) (22,827) (3,685) (3,564) 19,353 17,950 (c) Net debt reconciliation This section sets out an analysis of net debt and the movements in net debt for each of the periods presented. Cash and cash equivalents Borrowings – repayable within one year Borrowings – repayable after one year Net funds / (debt) 31 Dec 2019 31 Dec 2018 $’000 9,329 (253) - 9,076 $’000 2,451 (836) (145) 1,470 9 1 0 2 T R O P E R L A U N N A D E T I M I L S E C R U O S E R E V O R G L L I H Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 30. Notes to the Statement of Cash Flows (cont.) (c) Net debt reconciliation (cont.) Reconciliation of movement of liabilities to cash flows arising from financing activities Other Assets Liabilities from Financing activities Cash & Bank $’000 471 1,980 - - 2,451 6,878 - - 9,329 Liquid Investments $’000 - - - - - - - - - Finance leases due within 1 year $’000 (544) 328 (86) (30) Finance leases due after 1 year Borrowings due within 1 year Borrowings due after 1 year $’000 $’000 $’000 (128) (7,607) (1,260) - 86 (103) 8,650 (1,546) - (333) (145) (503) 225 - (145) (253) - - 145 - 506 - (3) - Total $’000 (9,068) 10,957 (286) (133) 1,470 7,609 - (3) 9,076 - 1,260 - - - - - - Net debt as at 1 January 2018 Cash flows 62 Other non cash movements Acquisitions – finance leases Net funds/(debt) as at 31 December 2018 Cash flows Acquisitions – finance leases Other non-cash movements Net funds/(debt) as at 31 December 2019 Non-cash movements represent accrued interest, repayment timing movements between current and non-current and revaluations. 31. Key Management Personnel Disclosures Key management personnel compensation Short-term employee benefits Post-employment benefits Cash bonus Share based payments 31 Dec 2019 31 Dec 2018 $ $ 1,930,507 1,666,608 171,286 230,456 433,185 145,110 300,303 519,367 2,765,434 2,631,388 Further detail regarding key management personnel compensation can be found in the Remuneration Report. 32. Related Party Transactions (a) Parent entities The parent entity within the Group is Hillgrove Resources Limited. (b) Subsidiaries Interests in subsidiaries are set out in Note 28. (c) Key management personnel Disclosures relating to key management personnel are set out in Note 31. (d) Related parties Loans to controlled entities are eliminated on consolidation. Hillgrove Copper Pty Ltd is the banker for the Group and re- allocates via loan account all costs that relate to the Group. Some assets and liabilities previously recognised in the parent Company, mainly consisting of property, plant, equipment and exploration related assets, have been transferred to the controlled entities via loan account. All these transactions were recorded at carrying value. Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 33. Events After the Reporting Period On 21 February 2020 the Group and AGL Energy Limited announced they had mutually agreed to terminate the Pumped Hydro Energy Storage project agreement. The full financial impact of this decision has been reflected in these financial statements for the period ended 31 December 2019. 34. Contingent Liabilities Guarantees 31 Dec 2019 31 Dec 2018 $’000 $’000 Electranet performance bond to support the build, own, operate and maintain agreement for installation of transmission infrastructure at the Kanmantoo site Security bonds on rental properties 333 16 349 620 16 636 The consolidated entity has obligations to restore land disturbed under exploration and mining licences. The maximum obligation to the SA State Government in respect of the Kanmantoo copper mine has been assessed at a value of $9.2 million and is secured by the SA Government on a first ranking basis against the assets of the consolidated entity. The Directors are of the opinion that further provisions are not required in respect of these matters, as it is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of reliable measurement. On 11 January 2020, 1,891,245 of the 2018 Performance Rights were lapsed so that at the time of writing this report 16,983,755 rights remained on foot. Share based compensation benefits have in prior years been provided by the OPRP. The securities issued under this plan are referred to as performance rights throughout the financial statements. The OPRP was designed to provide long-term incentives for senior managers and above (including Executive Directors) to deliver ongoing improvements in shareholder returns. Under the plan, participants were granted rights which vest and can be exercised two years after offer (for the most recent offer which was in 2018), subject to the achievement of certain pre-set performance measures and service conditions. Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. Rights granted under the plan carry no voting rights. When exercisable, each performance right is convertible into one fully paid ordinary share in Hillgrove Resources Limited. The granting and exercise price of the rights is nil. The ability for rights to vest and be automatically exercised under the OPRP is dependent on the following: a) The satisfaction of all the Performance Conditions (KPI’s); b) The invitee complying with all Company policy and procedures (e.g. no disciplinary action against the invitee between offer and vesting); and c) The invitee meeting the Service Condition (continued employment) for the rights. A N N U A L R E P O R T 2 0 1 9 63 H I L L G R O V E R E S O U R C E S L I M I T E D The consolidated entity had no other contingent liabilities at 31 December 2019. Collectively the above conditions are referred to as the Vesting Conditions. 35. Share-based Payments In 2019 the Board decided that an equity based LTI scheme may no longer be an appropriate LTI scheme, given 2020 will be a period of change for the Company and uncertainty for employees as the Company transitioned from a copper producer to an exploration / development company. As an interim scheme the Board introduced a LTI cash payment scheme (Key Employees Plan or KEP) with effect from 1 July 2019 to replace the Options and Performance Rights Plan (OPRP). Options and Performance Rights Plan (OPRP) There were no performance rights granted in 2019 (refer Remuneration Report). As at 31 December 2019 18,875,000 of the 2018 performance rights remained on foot, with a vesting date of 31 May 2020. Fair value of performance rights granted in the year The assessed fair value at grant date of performance rights granted to individuals are allocated equally over the period from grant date to vesting date. Fair values at grant date are independently determined using a Binominal Approximation or Monte Carlo simulation model (as appropriate). Both models take into account the exercise price, the term, the impact of dilution, the share price at grant date, the expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the performance rights. Expected volatility is based on the Group’s three year rolling daily standard deviation using Hillgrove’s closing share price for the six years prior to the grant. 9 1 0 2 T R O P E R L A U N N A 64 D E T I M I L S E C R U O S E R E V O R G L L I H Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 35. Share-based payments (cont.) Movements in performance rights during the year 31 December 2019 31 December 2018 Number of performance rights Weighted average exercise price ($) Number of performance rights Weighted average exercise price ($) Balance at beginning of year 31,165,000 Granted during the year Forfeited during the year Exercised during the year Expired during the year Balance at end of year Exercisable at end of year - (4,178,600) (8,111,400) - 18,875,000 - - - - - - - - 21,188,000 19,575,000 (1,050,000) (8,548,000) - 31,165,000 - - - - - - - - Performance rights outstanding at the end of the year At the end of the year there are 18,875,000 performance rights outstanding that have been offered under the OPRP. The exercise price of these performance rights are Nil (31 December 2018: Nil), and the weighted average remaining contractual life at the end of the period was 0.41 years (31 December 2018: 1.02 years). On 11 January 2020, 1,891,245 of the 2018 Performance Rights were lapsed so that at the time of writing this report 16,983,755 rights remained on foot. Expenses arising from share-based payment transactions Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense were as follows: Performance rights issued under the OPRP 31 Dec 2019 31 Dec 2018 $’000 911 $’000 992 The expense arising from share based payment transactions are determined using an adjusted form of the Black Scholes Model, with the key model inputs including the following: Grant date Expiration date Share price at grant date Risk free rate Expected price volatility of the company’s shares 2018 Rights 1 June 2018 31 July 2020 $0.093 1.85% 29% 2017 Rights 5 June 2017 31 July 2019 $0.071 1.89% 60% Key Employees Plan (KEP) The expense arising from share-based payment transactions related to KEP was not material in the current year. The KEP is a cash payment scheme rather than an equity securities based scheme. Under the scheme key employees are granted a right to be paid a cash payment at the end of a two and a half year measurement/vesting period ending on 31 December 2021. The payment is subject to the Company’s Total Shareholder Return (TSR) exceeding the TSR Target hurdle over that period. The TSR Target hurdle is a 27% increase on the Company’s market capitalisation from the grant date of 1 July 2019. Please refer section 4.4.3.2 of the Remuneration Report for more detail. Notes to the Financial Statements for the year ended 31 December 2019 (cont.) 36. Parent Entity Information The financial information for the parent entity, Hillgrove Resources Limited, has been prepared on the same basis as the consolidated financial statements, except as set out below. Investments in subsidiaries and associates are accounted for at cost in the financial statements of Hillgrove Resources Limited. Dividends received from associates are recognised in the parent entity’s profit or loss, rather than being deducted from the carrying amount of these investments. Set out below is the supplementary information about the parent entity. Parent 31 Dec 2019 31 Dec 2018 $’000 $’000 (5,671) (5,671) 1,101 17,467 629 629 5,150 5,150 316 20,677 667 790 16,838 19,887 Profit / (loss) after income tax Total comprehensive income Balance Sheet Total current assets Total assets Total current liabilities Total liabilities Net assets Shareholder’s Equity Contributed equity Reserves 37. Standards and interpretations in issue (a) Mandatory standards adopted in the current reporting period The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board that are relevant to its operations and effective for the current annual reporting period. The adoption of these mandatory standards has not had a significant impact on the Group’s accounting policies or the amounts reported during the year. AASB 16 Leases AASB 16 “Leases” became operative from 1 January 2019. As forecast in the 2018 financial statements, the Group has applied the simplified transition approach and comparative amounts have not been restated upon first adoption. As at 31 December 2018, the Group was a lessee under finance leases for 23 motor vehicles and a multi-stream analyser (“MSA”) in the processing plant. Of these lease arrangements, only 12 vehicle leases remain open at 31 December 2019 with all due to expire before July 2020 and the MSA has been purchased. As a consequence, asset values relating to remaining lease contracts have not been separately disclosed as “right-to-use” assets under AASB 16 as they are short term and immaterial. A N N U A L R E P O R T 2 0 1 9 65 H I L L G R O V E R E S O U R C E S L I M I T E D 234,322 12,074 234,327 9,447 For more information on the Group’s revised lease accounting policy and its application to current leasing arrangements, refer to Note 19 “Borrowings and Lease Liabilities”. Accumulated losses (229,558) (223,887) Total equity 16,838 19,887 (b) Early adoption of standards There were no standards adopted early. Significant accounting policies The accounting policies of the parent entity are consistent with those of the consolidated entity, disclosed throughout the report and notes. Investments in subsidiaries are accounted for at cost, less any impairment. Contingent liabilities Security bond on rental properties 31 Dec 2019 31 Dec 2018 $’000 $’000 16 16 Directors’ Declaration In the Directors’ opinion: (a) the financial statements and notes set out on pages 39 to 65 are in accordance with the Corporations Act 2001, including: (i) (ii) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and giving a true and fair view of the consolidated entity’s financial position as at 31 December 2019 and of its performance for the financial period ended on that date; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. Note 1(a) confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Directors. Dated at Adelaide this 27th day of February 2020 Mr John Gooding Chairman Mr Lachlan Wallace Managing Director 9 1 0 2 T R O P E R L A U N N A 66 D E T I M I L S E C R U O S E R E V O R G L L I H Independent Auditor’s Report to the Members of Hillgrove Resources Limited A N N U A L R E P O R T 2 0 1 9 67 H I L L G R O V E R E S O U R C E S L I M I T E D Independent auditor’s report To the members of Hillgrove Resources Limited Report on the audit of the financial report Our opinion In our opinion: The accompanying financial report of Hillgrove Resources Limited (the Company) and its controlled entities (together the Group) is in accordance with the Corporations Act 2001, including: (a) giving a true and fair view of the Group's financial position as at 31 December 2019 and of its financial performance for the year then ended (b) complying with Australian Accounting Standards and the Corporations Regulations 2001. What we have audited The Group financial report comprises:       the consolidated balance sheet as at 31 December 2019 the consolidated statement of changes in equity for the year then ended the consolidated statement of cash flows for the year then ended the consolidated statement of profit or loss and other comprehensive income for the year then ended the notes to the financial statements, which include a summary of significant accounting policies the directors’ declaration. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. PricewaterhouseCoopers, ABN 52 780 433 757 Level 11, 70 Franklin Street, ADELAIDE SA 5000, GPO Box 418, ADELAIDE SA 5001 T: +61 8 8218 7000, F: +61 8 8218 7999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Report to the Members of Hillgrove Resources Limited (cont.) 9 1 0 2 T R O P E R L A U N N A 68 D E T I M I L S E C R U O S E R E V O R G L L I H Our audit approach An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial report as a whole, taking into account the geographic and management structure of the Group, its accounting processes and controls and the industry in which it operates. Materiality Audit scope  For the purpose of our audit we used overall Group materiality of $0.8 million, which represents approximately 0.7% of the Group’s total concentrate revenue.  We applied this threshold, together with qualitative considerations, to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the financial report as a whole.  We chose Group total concentrate revenue given it is the benchmark against which the performance of the Group is commonly measured.     We utilised a 0.7% threshold based on our professional judgement, noting it is within the range of commonly acceptable thresholds. Our audit focused on where the Group made subjective judgements; for example, significant accounting estimates involving assumptions and inherently uncertain future events. The Group’s accounting records are held and managed at their operating mine in Kanmantoo and the corporate head office, located in Adelaide. We performed audit procedures at both locations. The Kanmantoo mining operation was the focus of the audit as it is the Group’s only operating mine site. The Group has overseas subsidiaries in Indonesia and Singapore which are not material to the Group. We have performed limited audit procedures over these subsidiaries from the corporate head office. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. The key audit matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context. We communicated the key audit matters to the Audit and Risk Committee. Independent Auditor’s Report to the Members of Hillgrove Resources Limited (cont.) A N N U A L R E P O R T 2 0 1 9 69 H I L L G R O V E R E S O U R C E S L I M I T E D Key audit matter How our audit addressed the key audit matter Basis of preparation of the financial report (Refer to note 1(a)) In assessing the appropriateness of the Group’s going concern basis of preparation for the financial report, we performed the following procedures amongst others: As described in Note 1 (a) to the financial report, the financial statements have been prepared by the Group on a going concern basis, which contemplates that the Group will continue to meet its commitments, realise its assets and settle its liabilities in the normal course of business. • Evaluated the appropriateness of the Group's assessment of their ability to continue as a going concern, including whether the assessment is appropriate given the nature of the Group, the period covered is at least 12 months from the date of our auditor’s report and relevant information of which we are aware as a result of the audit has been included. Assessing the appropriateness of the Group’s basis of preparation for the financial report was a key audit matter due to its importance to the financial report and the level of judgement involved with respect to the Group forecasting future cash flows for a period of at least 12 months from the date of the financial report (cash flow forecasts), particularly given the processing of copper ore from the open pit is expected to cease in March 2020. • Enquired of management and the board of directors as to their knowledge of events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. • Evaluated the Group’s plans for future actions and whether these are feasible in the circumstances. • Evaluated selected data and assumptions in the Group’s cash flow forecasts for at least 12 months from the date of signing the auditor’s report. We performed the following procedures, amongst others: o Assessed the reasonableness of the forecast ore processing volumes by comparing these volumes to stockpiles at balance date; o Assessed the reasonableness of the forecast ore production by comparing this to historical recovery levels; o Compared copper pricing data used to independent industry forecasts; o Compared foreign exchange rates to current market information; and o Assessed the reasonableness of forecast costs by comparing forecast operating costs to actual costs incurred. • Considered the liquidity of existing assets on the consolidated balance sheet as at 31 December 2019. • Requested written representations from management and the board of directors regarding their plans for future action and the feasibility of these plans. Independent Auditor’s Report to the Members of Hillgrove Resources Limited (cont.) 9 1 0 2 T R O P E R L A U N N A 70 D E T I M I L S E C R U O S E R E V O R G L L I H Key audit matter How our audit addressed the key audit matter Carrying value of assets of Kanmantoo cash generating unit (Refer to note 13) The assessment of the carrying value of the Kanmantoo cash generating unit (‘CGU’) was considered a key audit matter due to the financial significance of property, plant and equipment ($24.2 million) and the judgemental assumptions included in the Group’s discounted cash flow models for the Kanmantoo mine, particularly: • • • • • • • • long term copper prices; resource and reserve estimates; processing volumes; ore production; operating costs; expected proceeds from sale of property, plant & equipment and land; foreign exchange rates; and discount rate.  Evaluated whether, in view of the requirements of Australian Accounting Standards, the financial report provides adequate disclosures about these events or conditions. We performed the following procedures, amongst others: • Assessed the appropriateness of the CGU identification in accordance with the requirements of Australian Accounting Standards. • Compared the cash flow forecasts used in the discounted cash flow model to those in the latest Board approved budgets and evaluated the Group’s ability to forecast future results by comparing budgets with reported actual results for the previous financial year. • Tested the mathematical accuracy of the discounted cash flow model. • Assessed the completeness of cash flows included within the model based on our understanding of operations from the audit. • Compared copper pricing data used to independent industry forecasts. • Compared foreign exchange rates to current market information. • Assessed the reasonableness of the forecast ore processing volumes by comparing these volumes to stockpiles at balance date. • Assessed the reasonableness of the forecast ore production by comparing this to historical recovery levels • Assessed the reasonableness of forecast costs by comparing forecast operating costs to actual costs incurred. • Evaluated the Group’s plans for the Kanmantoo mine and considered whether these are feasible. This included an assessment of resource and reserve estimates and of the competence of the Group’s expert; Independent Auditor’s Report to the Members of Hillgrove Resources Limited (cont.) A N N U A L R E P O R T 2 0 1 9 71 H I L L G R O V E R E S O U R C E S L I M I T E D Key audit matter How our audit addressed the key audit matter • Assessed the timing and amounts to be received from the sale of property, plant & equipment and land following completion of mining and processing activities by comparing these amounts to external valuation reports. This included an assessment of the competence of the external firms who prepared the valuations; • Evaluated the sensitivity of the CGU value to changes in the discount rate by varying the discount rate used in the discounted cash flow model. • Requested written representations from management and the board of directors regarding their plans for the Kanmantoo mine. • Evaluated the adequacy of disclosures made in the financial report, including those regarding key assumptions, in light of the requirements of Australian Accounting Standards. We performed the following procedures, amongst others:  Compared the actual rehabilitation costs incurred against the Group’s forecasts to check that rehabilitation estimates take into account current experience.  Assessed the nature, timing and extent of rehabilitation work to be performed by inspecting mine and rehabilitation plans.  Tested the mathematical accuracy of the Group’s rehabilitation estimate.  Assessed the completeness of cash flows based on our understanding of rehabilitation obligations.  Evaluated the appropriateness of the discount rates and inflation rates utilised in calculating the closing provision by comparing them to current market information.  Evaluated the adequacy of disclosures made in the financial statements, in light of the requirements of Australian Accounting Standards. Rehabilitation provision (Refer to notes 18 and 22) As a result of its mining and processing operations, the Group is obligated to restore and rehabilitate the environment disturbed by these operations. Rehabilitation activities are governed by a combination of legislative requirements and Group policies. At 31 December 2019 the consolidated balance sheet included provisions for such obligations of $11.7m. This was a key audit matter due to the judgement applied by the Group in assessing the nature and extent of the rehabilitation work to be performed, estimating the future cost and timing of performing this work and applying assumptions such as the discount rate and inflation to future cash outflows associated with rehabilitation activities. Independent Auditor’s Report to the Members of Hillgrove Resources Limited (cont.) 9 1 0 2 T R O P E R L A U N N A 72 D E T I M I L S E C R U O S E R E V O R G L L I H Other information The directors are responsible for the other information. The other information comprises the information included in the annual report for the year ended 31 December 2019, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor's report. Independent Auditor’s Report to the Members of Hillgrove Resources Limited (cont.) Report on the remuneration report Our opinion on the remuneration report We have audited the remuneration report included in pages 25 to 36 of the directors’ report for the year ended 31 December 2019. In our opinion, the remuneration report of Hillgrove Resources Limited for the year ended 31 December 2019 complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. PricewaterhouseCoopers Andrew Forman Partner Adelaide 27 February 2020 A N N U A L R E P O R T 2 0 1 9 73 H I L L G R O V E R E S O U R C E S L I M I T E D Shareholder Information 9 1 0 2 T R O P E R L A U N N A Shareholder Information for Listed Public Companies The following additional information is required by the Australia Securities Exchange Limited in respect of listed public companies only. As at the reporting date the most recent Shareholder information available for disclosure is as follows: (a) Voting rights and classes of equity securities As at 31 January 2020, the Company has 585,588,518 listed fully paid ordinary shares. Each fully paid share carries on a poll one vote. The company also has 16,983,755 unquoted performance rights on issue which are held by 13 holders which do not carry voting rights. 74 (b) Unmarketable parcels The number of shareholdings holding less than a marketable parcel of ordinary shares was 2,070 as at 31 January 2020. D E T I M I L S E C R U O S E R E V O R G L L I H (c) Distribution schedule of Fully Paid Ordinary Shares as at 31 January 2020 Size of holding 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Number of shareholders 467 1,294 390 804 245 3,200 (d) Securities exchange listing Quotation has been granted for all the ordinary shares of the Company on all Member Exchanges of the Australian Securities Exchange Limited. The ASX code is HGO. (e) Company Secretary Mr Paul Kiley is the Company Secretary. (f) On-market buy-back There is no current on-market buy-back. (g) Substantial shareholders as at 31 January 2020 An extract of the Company’s register of Substantial Shareholders (who hold 5.0% or more of the issued capital) in accordance with Form 604 Notices is set out below: Name Ariadne Australia Limited Munro Family Super Fund Issued capital 25.3% 9.5% A N N U A L R E P O R T 2 0 1 9 75 H I L L G R O V E R E S O U R C E S L I M I T E D Shareholder Information (cont.) Twenty largest listed shareholders The twenty largest shareholders hold 67.6% of the total ordinary shares issued. The 20 largest shareholdings as at 31 January 2020 are listed below: Shareholder 1 Portfolio Services Pty Ltd 2 Mr Raymond Edward Munro 3 4 5 6 7 8 9 J P Morgan Nominees Australia Portfolio Services Pty Ltd Portfolio Services Pty Ltd BNP Paribas Nominees Pty Ltd Bell Potter Nominees Pty Ltd Portfolio Services Pty Ltd Cosell Pty Ltd 10 Mr Malcolm Neil Nichols 11 WeyitinTrading Pty Ltd 12 Mr Antony Gordon Breuer 13 Emeco Pty Ltd 14 Mr Simon Robert Evans 15 Mr Lachlan Wallace 16 W Donnelly Services Pty Ltd 17 Sighet Pty Ltd 18 Rossdale Superannuation Pty Ltd 19 Proco Pty Ltd 20 McClare Pty Ltd (h) Interests in mining tenements No. of ordinary shares held % of issued shares 64,837,374 52,505,162 44,650,596 36,692,125 27,482,196 25,714,373 23,071,761 17,546,894 15,000,000 13,074,700 10,127,346 10,005,559 9,405,467 7,200,000 7,119,197 7,006,667 6,975,241 6,470,069 6,010,000 5,235,000 11.1% 9.0% 7.6% 6.3% 4.7% 4.4% 3.9% 3.0% 2.6% 2.2% 1.7% 1.7% 1.6% 1.2% 1.2% 1.2% 1.2% 1.1% 1.0% 0.9% 396,129,727 67.6% Location Percentage Tenement ML 6345 ML 6436 EML 6340 EL 5628 EL 6174 EL 6175 EL 6176 EL 6207 EL 6208 EL 6294 EL 6397 ML 755 IUP 322/2009 (1) IUP 40/2010 (1) Kanmantoo, South Australia Kanmantoo, South Australia Kanmantoo, South Australia Kanmantoo, South Australia Coomandook, South Australia Coonalpyn, South Australia Wheal Ellen, South Australia Tintinara, South Australia Carcuma, South Australia Wynarka, South Australia Laffer, South Australia Armidale, New South Wales Sumba, Indonesia Bird’s Head, Indonesia 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 80% 80% (1) the Company is continuing to progress its withdrawal from Indonesia. (i) Other information Hillgrove Resources Limited, incorporated and domiciled in Australia, is a publicly listed Company limited by shares. HILLGROVE RESOURCES LIMITED ACN 004 297 116 Adelaide Office Ground Floor, 5-7 King William Road, Unley SA 5061, Australia P.O. Box 372, Unley SA 5061, Australia T: +61 8 7070 1698 E: info@hillgroveresources.com.au www.hillgroveresources.com.au 

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