Regis Resources Annual Report 2015

Plain-text annual report

REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2015 Directors Nick Giorgetta (Independent Non-Executive Chairman) Mark Clark (Managing Director) Frank Fergusson (Independent Non-Executive Director) Ross Kestel (Independent Non-Executive Director) Mark Okeby (Independent Non-Executive Director) Glyn Evans (Independent Non-Executive Director) Company Secretary Kim Massey HIGHLIGHTS CHAIRMAN’S REPORT CORPORATE DUKETON MOOLART WELL GARDEN WELL ROSEMONT GOLD EXPLORATION GOLD RESERVES & RESOURCES In 2015 the Duketon Project achieved one million ounces of gold production since operations commenced in 2010. Highlights CORPORATE EXPLORATION Net profit after tax of $86.9 million for the financial year. Net cash increased by $100 million during the year. Gold sales of 308,898 ounces at average sales price of A$1,488 per ounce. Fully franked dividend of 6 cents per share for the 2015 financial year. Outstanding high grade gold intercepts at Baneygo point to a new gold project at the Duketon operations. High grade drilling results confirm a new discovery at Tooheys Well, 2.5km south of Garden Well. Geological modelling and a conceptual study identify the potential for underground mining south of the Rosemont Main Pit. DUKETON OPERATIONS Significant milestone achieved during the year with one million ounces of gold produced from the Duketon Project since first production in 2010. Record gold production for the year within guidance at 310,204 ounces at a pre royalty cash cost of $826 per ounce. Cashflow from operations for the year was $150.9 million. ACQUISITION FOR GROWTH Acquisition of the Gloster Gold Deposit for $1.5 million plus a production royalty in June 2015. Regis signed an agreement for a gold exploration joint venture on 373km2 of tenure, mainly located in the Moolart Well area. 02 REGIS RESOURCES ANNUAL REPORT // 201503 REGIS RESOURCES ANNUAL REPORT // 2015Chairman’s report Dear Shareholder, I am pleased to report to you that after working our way through a challenging period, Regis is in a strong position to consolidate its position as one of Australia’s leading gold companies. Whilst 2015 was certainly a challenging year for the Company, there were many significant achievements including: Record gold production achieved for the year of 310,204 ounces aided by the first full year of production from the Rosemont Gold Mine. The Company’s liquid working capital position improved by $94.2 million during the course of the year. A significant milestone realised with the Duketon Project achieving one million ounces of gold production since operations commenced in 2010. A net profit after tax of $86.9 million for the financial year allowing the reactivation of dividend payments with a 6 cents per share fully franked dividend announced in September 2015. The acquisition of the Gloster gold deposit expected to add further production growth to the Moolart Well operations with a 1996 JORC compliant resource of 365,000 ounces for $1.5 million plus a production royalty. Outstanding regional exploration results paving the way for new development opportunities at the Baneygo, Coopers and Tooheys deposits. Repayment of $20 million of the Macquarie financing facility. Moolart Well once again had a strong year producing 98,742 ounces of gold at a pre-royalty cash cost of $622 per ounce. Moolart Well has been a consistent low cost mine producing around 100,000 ounces per annum over a number of years for the Company. With the acquisition of the Gloster gold deposit and the prospectivity of the area, we are confident that Moolart Well will continue to add significant value to the Company for well beyond its nominal three year mine life. It was a very pleasing first full year of production at the Rosemont gold mine. The mine produced 103,743 ounces of gold at a pre-royalty cash cost of $772 per ounce. The March 2015 reserve update added further ounces to the project as a result of improved optimisations and positive results from extensional drilling during the year. Garden Well produced 107,719 ounces at a pre- royalty cash cost of $1,064 per ounce. Operations during the year were impacted by problematic reconciliation of mining to the geological reserve. A lot of work was completed by management to understand and address this operational issue and this work culminated in the Company quoting an updated reserve in July 2015. Whilst this has seen a reduction in the reserve we believe it has delivered a more robust model that generates a 7 year mine life at lower operating costs due to the significantly reduced stripping ratio on the new pit design. We look forward to this operation becoming a very predictable and profitable contributor to the Company in FY2016. With gold production for the current year forecast at between 275,000 -305,000 ounces at an all in sustaining cost of between $970-$1,070 per ounce Regis can look forward to a year of strong performance which should provide an excellent platform from which we can continue to grow the Company. As always none of the achievements of the last 12 months could be possible without the tremendous dedication and hard work of all our employees and contractors. On behalf of the board and shareholders I would like to thank them for their commitment over the last year and look forward to the future successes of the Company that this hard work will bring. Yours sincerely Nick Giorgetta Chairman PHOTO: RICHARD SPILSBURY Rosemont North Pit 04 REGIS RESOURCES ANNUAL REPORT // 2015Corporate Regis reported a profit after tax of $86.9 million for the 2015 financial year compared to an after tax loss of $147.8 million for the previous corresponding period. This strong result was on the back of record gold production at the Duketon operations of 310,204 ounces at a pre royalty cash cost of $826 per ounce. Regis sold a total of 308,898 ounces of gold during the year at an average price of A$1,488 per ounce. The gold was delivered into a mix of spot prices and forward hedging contracts. At the end of the financial year the Company had a total hedging position of 281,031 ounces, being 145,834 ounces of fixed forward contracts with a delivery price of A$1,437 per ounce and 135,197 ounces of spot deferred contracts with a price of A$1,437 per ounce. Assisted by a strong first full year of operations at the Rosemont Gold Mine, the Duketon project generated cashflow from operations of $150.9 million in the 2015 financial year. Since the major flooding event in February 2014 at Garden Well and Rosemont, there has been a strong recovery in the Company’s cashflow, to the extent that net cash for the 12 months to 30 June 2015 increased by $100 million. By the end of the financial year the Company’s underlying cash and gold bullion holdings (including gold bars on site) were $73.2 million. The Company chose to repay $20 million of the outstanding Macquarie Bank debt in December 2014. The remaining $20 million balance on the Macquarie financing facility is due for repayment in June 2017. The Company’s cash position and the strong outlook for the 2016 financial year have underpinned the Board’s decision to announce the recommencement of dividend payments to shareholders. The Board of Regis declared a X cents per share dividend subsequent to the end of the financial year. In addition, the Board subsequent to the end of the financial year, announced an on market share buy-back programme for up to 5% of the Company’s issued capital or approximately 25 million shares over the 12 months to August 2016. 05 PHOTO: CHRIS FIDOCK Moolart Well Top of Tanks REGIS RESOURCES ANNUAL REPORT // 2015REGIS RESOURCES ANNUAL REP ORT // 20 15 06 REGIS RESOURCES ANNUAL REPORT // 2015Regis sold a total of 308,898 ounces of gold during the year at an average price of A$1,488 per ounce. Duketon Gold Project The Duketon Gold Project is located in the North Eastern Goldfields of Western Australia approximately 130 kilometres north of Laverton. The project area consists of three operating gold mines and in excess of 1,500 square kilometres of exploration tenure. In 2015 the Duketon Project produced record gold production of 310,204 ounces at a pre-royalty cash cost of $826 per ounce. During the year the Company realised a significant milestone with the Duketon Project achieving one million ounces of gold production since operations commenced in 2010. PHOTO: STEVE SNOWDON Rosemont Night 07 REGIS RESOURCES ANNUAL REPORT // 2015Moolart Well Operations The Moolart Well Gold Mine is located within the Duketon Gold Project approximately 350 kilometres north, north-east of Kalgoorlie in Western Australia. The Company completed development of the Moolart Well Gold Mine during the September 2010 quarter for a final capital cost of $67 million. Since commissioning in July 2010, the processing plant has consistently run at 25% above nameplate throughput design and has produced over 495,000 ounces of gold. Operating results for the year to 30 June 2015 were as follows: Ore mined (t) Ore milled (t) Head grade (g/t) Recovery (%) Gold production (oz’s) Cash cost per ounce (A$/oz) – pre royalties Cash cost per ounce (A$/oz) – incl royalties 2015 2,910,547 2,912,706 1.14 92 98,742 $622 $686 2014 2,798,713 2,781,872 1.26 93 104,880 $576 $640 Moolart Well achieved production guidance for the year of 98,742 ounces at a pre-royalty cash cost of $622 per ounce. Total production at Moolart Well declined by 6% for the 2015 financial year as a result of an overall decline in the processed head grade at the operation. As was expected the average head grade declined by 9% from the previous year as the project trends towards the life of mine reserve grade of 0.92g/t. The lower head grade was partially off-set by a higher throughput rate for the year of 2.9 million tonnes per annum. Mining commenced in the Lancaster North oxide pit during the year, however the bulk of production for the year came from the Stirling oxide pit and the laterite deposit. At the end of the financial year approximately 1.4 million tonnes of laterite ore had been exposed in the open pits ready for mining. Mining is scheduled to commence in the Wellington oxide pit in 2016 supplementing the production from the Lancaster North, Stirling and Laterites pits. The mid-point of guidance for gold production for the 2016 financial year at Moolart Well is 75,000 ounces at an all in sustaining cost of $950 per ounce. 08 REGIS RESOURCES ANNUAL REPORT // 2015Garden Well Operations The Garden Well Gold Project is located approximately 35 kilometres south of the Company’s Moolart Well operation. The Company completed development of the Garden Well Gold Mine in September 2012 for a final capital cost of $113 million. Operating results for the year to 30 June 2015 were as follows: Ore mined (t) Ore milled (t) Head grade (g/t) Recovery (%) Gold production (oz’s) Cash cost per ounce (A$/oz) – pre royalties Cash cost per ounce (A$/oz) – incl royalties 2015 5,781,377 4,581,711 0.90 81 107,719 $1,064 $1,132 2014 5,879,412 4,715,183 1.04 87 137,484 $999 $1,061 Operations at Garden Well for the 2015 financial year produced 107,719 ounces of gold at a pre-royalty cash cost of $1,064 per ounce. Gold production in 2015 was 22% lower than the previous year as a result of lower head grade and lower milling recoveries. The lower head grade achieved at Garden Well for the year was a function of the poor performance of the actual mined grade versus the expected reserve grade. This was predominately in Stage 4 of the Garden Well open pit where most of the mining activity during the year occurred. The Reserve was updated in July 2015 to account for the poor mining to reserve reconciliation. Recovery rates were impacted particularly in the first six months of the year with the treatment of a relatively small area of transitional ore containing higher than normal base metals and highly reactive sulphides. Metallurgical testing confirmed that the very low recovery ore is contained in a discrete area in the southern end of the pit. Since identifying this problematic ore and the effect it has on recovery rates the Company has attempted to isolate the ore from treatment. The mid-point of guidance for gold production for the 2016 financial year at Garden Well is 130,000 ounces at an all in sustaining cost of $1,040 per ounce. 09 REGIS RESOURCES ANNUAL REPORT // 2015Rosemont Operations The Rosemont Gold Project is 100% owned by Regis and is located less than 10 kilometres north west of the Garden Well Gold Project. The Rosemont gold deposit was discovered in the 1980s and was partially mined as a shallow oxide open pit by Aurora Gold Limited in the early 1990s. Reported production was 222kt at 2.65g/t for 18,600 ounces of gold. The Rosemont deposit was designed as a hybrid project with the crushing and grinding circuit to be built at the Rosemont pit and the ore product pumped to the CIL circuit at Garden Well at the rate of approximately 1.5mtpa for leaching and gold production. In July 2013 the company announced Stage 2 of the Rosemont development being the construction of additional leaching and associated infrastructure at the Garden Well processing plant to cater for the maximum ore flow from Rosemont. The construction of Stage 1 of the Rosemont Gold Project achieved practical completion in October 2013 materially in line with the $55 million budget and the construction schedule. Commercial production commenced in January 2014. Stage 2 of the development was completed in June 2014 on time and under budget. Operating results for the year to 30 June 2015 were as follows: Ore mined (t) Ore milled (t) Head grade (g/t) Recovery (%) Gold production (oz’s) Cash cost per ounce (A$/oz) – pre royalties Cash cost per ounce (A$/oz) – incl royalties All in sustaining cost per ounce (A$/oz) 2015 2014 (9 months) 2,379,513 2,348,333 1.49 92 103,743 $772 $836 $1,077 826,568 1,088,722 0.98 87 29,695 N/A N/A N/A Rosemont completed its first full year of operations producing 103,743 ounces of gold at an all in sustaining cost of $1,077 per ounce. The strong performance at Rosemont was driven by a 52% increase in the processed head grade compared to the previous year due to a strong performance in the grade of the actual ore mined compared to the reserve grade. Improvements to the milling circuit during the year increased the recovery and throughput rates at the operation. The mid-point of guidance for gold production for the 2016 financial year at Rosemont is 85,000 ounces at an all in sustaining cost of $1,070 per ounce. 10 REGIS RESOURCES ANNUAL REPORT // 2015Gold Exploration DUKETON GOLD PROJECT Regis controls a significant tenement package, encompassing 251 granted exploration, prospecting and mining licences covering 1,502 square kilometres and 37 general purpose and miscellaneous licences covering 1,185 square kilometres at the Duketon Gold Project. Significant exploration activities took place across the following project areas at Duketon during the year: Baneygo The Baneygo gold Resource is located 12 kilometres south of the Rosemont gold mine and is hosted in a quartz dolerite unit believed to be the same unit hosting gold at Rosemont. The JORC 2004 gold Resource at Baneygo of 43,000oz occurs in 4 small deposits namely Baneygo (8,000oz), Baneygo Beacon (14,000oz), Baneygo South (15,000oz) and Sydney Mint (6,000oz) over a strike distance of 3km. The entirety of the Baneygo Project is located on a granted Mining Lease. Historical drilling at Baneygo is generally only to 50 metres and in some places to 100m vertical depth. Very little drilling has been completed between the four small deposits with up to 250m between drill traverses. As reported in July 2015 an RC drilling programme commenced in the June 2015 quarter to validate historical drilling at the four deposits and to define and expand the historical Resource by drilling to approximately 100m depth and testing for gold mineralisation between the four small deposits. Initial RC drilling focused on testing the quartz dolerite host on 20m spaced holes on 80m spaced east west traverses over a 3km strike distance. Highly encouraging gold results were received from holes on the initial 80m spaced drilling traverses and follow-up drilling has commenced to reduce the drill spacing to 20m on 40m spaced east west traverses. Highlights from this drilling are shown below. PHOTO: RICHARD SPILSBURY Resource drilling at Baneygo 11 REGIS RESOURCES ANNUAL REPORT // 2015Northing (mN) Easting (mE) Hole Depth (m) From (m) To (m) Interval (m) Gold g/t Hole No RRLBYRC002 RRLBYRC023 RRLBYRC024 RRLBYRC034 RRLBYRC082 RRLBYRC084 RRLBYRC086 6907462 6906712 6906721 6906092 6907458 6907547 6907627 431925 432197 432235 432357 431914 431914 431901 RRLBYRC107 6907319 432000 RRLBYRC114 RRLBYRC117 6907502 6907430 431914 431961 RRLBYRC128 6906677 432238 114 102 168 78 72 108 120 114 120 102 117 50 35 87 28 6 60 68 69 53 84 78 83 42 110 42 41 83 85 74 90 86 86 33 7 23 14 35 23 17 5 37 2 8 8.35 8.96 2.55 6.95 1.46 3.05 3.73 12.34 8.73 87.49 8.03 All coordinates are AGD 84. All holes were drilled at -60° to 254°. All Intercepts calculated using a 0.5g/t lower cut, no upper cut, maximum 2m internal dilution. All assays determined on 1m split samples by fire assay. Two cross sections showing the nature of gold mineralisation in the quartz dolerite unit are shown below. Baneygo drilling on oblique cross sections 6906700mN and 6907450mN. Holes drilled towards 254°. A further 60 RC holes for 5,500m are planned early in the September 2015 quarter. A revised Resource estimate is expected in the December 2015 quarter. The gold mineralisation at Baneygo is still open to the south for 4km and to the north for 12km to Rosemont. The same prospective quartz dolerite unit continues to the south and the north and drilling along this unit is sporadic. Reconnaissance RC drilling of this prospective unit will commence in the September 2015 quarter. 12 REGIS RESOURCES ANNUAL REPORT // 2015Gold Exploration // CONTINUED Tooheys Well The Tooheys Well gold prospect is located 2.5km south of the Garden Well gold mine. Gold mineralisation was previously defined in a North-South trending western shear zone hosted in chert and fine grained sediments. A programme of 19 RC holes (RRLTWRC006-024) was drilled in the June 2015 quarter to follow-up anomalous gold mineralisation in the western shear zone. The recent drilling has defined a parallel eastern shear zone located approximately 100m east which is also hosted in chert and fine grained sediments. The eastern shear zone was intersected by holes RRLTWRC014, 015 and 018 and appears to have higher grades than the western shear zone and is untested for 750m to the south. Both shear zones dip about 45° to the east and weathering extends to 80 to 100m vertical depth in the eastern shear zone. Significant gold results are shown below: Hole No Northing (mN) Easting (mE) Hole Depth (m) From (m) To (m) Interval (m) Gold g/t RRLTWRC014 6909260 437820 RRLTWRC015 RRLTWRC015 RRLTWRC018 RRLTWRC019 RRLTWRC020 RRLTWRC021 RRLTWRC021 RRLTWRC023 RRLTWRC024 6909260 6909260 6909417 6909500 6909580 6909418 6909418 6909576 6909579 437819 437819 437780 437710 437700 437861 437861 437777 437861 118 103 103 143 103 93 163 163 143 158 52 58 90 55 70 51 52 156 70 57 68 80 103 63 87 53 59 163 77 64 >8gm (gram x metres) intersections are tabled. All coordinates are AGD 84. All holes were drilled at -60° to 270°. All Intercepts calculated using a 0.5g/t lower cut, no upper cut, maximum 2m internal dilution. All assays determined on 1m split samples by fire assay. 16 22 13 8 17 2 7 7 7 7 3.23 3.15 3.65 5.47 1.54 4.00 1.69 1.87 1.48 1.60 Drilling will commence in the September 2015 quarter to determine the continuity of gold mineralisation in the eastern shear zone 750m to the south, initially on 80m spaced East-West sections in the oxide zone and to target gold mineralisation in the fresh rock zone. 13 REGIS RESOURCES ANNUAL REPORT // 2015Coopers Gold Prospect The Coopers gold prospect is located 11km south of Moolart Well and 600m north of Dogbolter, and is located on the same shear zone hosting those two deposits. An earlier programme of Aircore drilling by Regis on 40m and 80m spaced East-West traverses defined gold mineralisation in the oxide zone over a strike distance of 400m. The gold mineralised zone is weakly mineralised to the north and still requires further drilling. A small programme of RC drilling was completed to infill two 80m spaced drill traverses to 40m. Regis drilled 10 RC holes (RRLCPRC001-010) at Coopers during the June 2015 quarter. The drilling included 7 RC holes 20m apart on one cross section at 6934420mN. Significant assay results received from 1m RC samples from this drilling are shown below: Hole No Northing (mN) Easting (mE) RRLCPRC005 6934420 434880 RRLCPRC006 6934420 434900 RRLCPRC007 RRLCPRC008 RRLCPRC010 6934420 6934420 6934453 434920 434940 434924 Hole Depth (m) 88 103 118 133 123 From (m) To (m) Interval (m) Gold g/t 48 68 89 106 97 56 70 94 110 103 8 2 5 4 6 2.71 23.88 5.99 49.31 2.30 >8gm (gram x metres) intersections are tabled. All coordinates are AGD 84. All holes were drilled at -60° to 270° All Intercepts calculated using a 0.5g/t lower cut, no upper cut, maximum 2m internal dilution. All assays determined on 1m split samples by fire assay. These results will provide enough data to complete a preliminary Resource estimation and review of the Coopers Prospect in the September 2015 quarter. Further drilling will be required to define the northern extent of gold mineralisation. 14 REGIS RESOURCES ANNUAL REPORT // 2015Gold Exploration // CONTINUED Rosemont Underground Potential Regis has been aware through historical and more recent drilling at both Rosemont and Garden Well of the existence of higher grade zones below and along strike from current open pit designs. The underground potential of these operations has not been an exploration priority in the past several years given that both operations are in the relatively early stages of their open pit mine lives. Gold mineralisation at Rosemont is confined to a steeply dipping quartz dolerite unit intruding ultramafic flow units. The quartz dolerite is continuous from the North Pit to Rosemont south and continues for a further 12km to Baneygo where it is also mineralised. In the fresh rock zone at Rosemont, higher grade south plunging gold shoots have been defined by wide spaced drilling in the quartz dolerite as shown in the second long section below. As open pit operations move towards steady state, exploration focus is now moving to assess the underground mining opportunities. Further drilling is required to define the underground potential of the higher grade gold shoots. In the June 2015 quarter a gold mineralised envelope with drilling intercepts greater than 0.5g/t gold was modelled for the mineralised quartz dolerite unit along the extent of the Rosemont deposit. During this process several high grade steeply south plunging shoots were defined. The most promising area was modelled at the south end of Rosemont. This is shown in the boxed area of the isometric long section below. Rosemont Main and North Pits showing 0.5g/t gold mineralised envelope and high grade gold zone subject to diamond drilling. One panel of this domain covering approximately 500m of mineralised strike immediately south of the Rosemont Main pit design was selected for analysis in a conceptual study due to the reasonable density of drilling and interpreted geological continuity in the area. This area was geologically modelled in detail and a mineral inventory was estimated for internal conceptual study purposes. 15 REGIS RESOURCES ANNUAL REPORT // 2015This geological and estimation data was provided to an external consultant to complete a high level conceptual study on the underground mining prospects of this area. The conclusions of this high level study were that the mineral inventory in the area is of the width, grade and continuity sufficient to support profitable underground mining. Rosemont Long Section showing conceptual study panel and proposed diamond drilling. In order to move forward with further studies, the key matters that will need to be addressed include: The continuity of the geological model and the eventual underground resource estimation; and The suitability of geotechnical and hydrogeological conditions for underground mining. As a first preliminary step towards advancing more detailed studies on the area, Regis is currently drilling a programme of 6 diamond holes (average vertical depth 250 metres and total drilling of 1,840 metres, including 1,210 metres of RC pre-collars) to complete a first pass test of the geological model as well as geotechnical and hydrogeological conditions. Full details including JORC tables of all exploration activities and results for the June 2015 quarter were released on 16 July 2015 entitled “High grade results point to new gold project at Duketon & exploration update”. Moolart Well The Moolart Well deposit has significant Inferred oxide resources north of the Stirling and Lancaster open pits. Drilling at Moolart Well during the period focussed on RC resource infill drilling on the Wellington Oxide Resource to reduce the drill hole spacing from 50 by 50 metre to 25 by 25 metre pattern spacing across the inferred resource. This drilling is part of Regis’ ongoing mining inventory replacement strategy and formed the basis of the Wellington oxide deposit that was added into Moolart Well’s reserve inventory in the July 2015 Reserve update. 16 REGIS RESOURCES ANNUAL REPORT // 2015Gold Exploration // CONTINUED Erlistoun Gold mineralisation at Erlistoun is hosted in narrow quartz veins which dip shallowly to the west at ~40o. Zones of supergene mineralisation occur in discrete pods where the gold mineralisation structure comes into contact with the weathering horizons. RC infill resource drilling commenced during the year to reduce the drill spacing to 40 by 20 metre and 20 by 20 metre and to better define the discrete zones of high grade gold mineralisation. Results received from this programme of drilling were used to refine mineralised boundaries and define high grade pods between old holes drilled previously on a 40 by 40 metre grid. Based on this drilling the Erlistoun reserve was updated in the July 2015 Reserve Update. Rosemont During the year an RC drill programme was completed at Rosemont to test a mineralised western quartz dolerite unit located 30 metres west of the main lode, in and around the southern extremities of the current Rosemont Main open pit design. This additional drilling combined with a reoptimisation and subsequent pit redesign at Rosemont resulted in an increase to the Rosemont reserve in the July 2015 Reserve Update. Dogbolter The Dogbolter deposit is located 12 kilometres south of the Moolart Well processing facility and has gold mineralisation dipping shallowly to the east at 30-40° and is associated with a diorite intrusion close to an ultramafic contact. Small high grade pods are associated with the intersection of mineralised structures and weathering horizons. A programme of RC drilling commenced during the year to target the high grade gold mineralisation in the shallow oxide zone. This programme of drilling is part of the Company’s strategy to develop the numerous satellite deposits across the Duketon tenement package to provide incremental feed to the three operating mills in the district. Results received from this programme of drilling formed the basis of a maiden reserve estimation at Dogbolter in the July 2015 Reserve Update. 17 REGIS RESOURCES ANNUAL REPORT // 2015MCPHILLAMYS The McPhillamys Gold Project is located approximately 35 kilometres south east of the town of Orange and 30 kilometres west of the town of Bathurst in the Central West region of New South Wales, Australia. The project is approximately 250 kilometres west of Sydney. THE PROJECT AREA CONSISTS OF FOUR GRANTED EXPLORATION PERMITS COVERING 477 SQUARE KILOMETRES IN TWO DISCRETE LOCATIONS APPROXIMATELY 25 KILOMETRES APART. The Company completed the acquisition of the McPhillamys Gold Project from Newmont Exploration Pty Ltd and Alkane Resources Limited in November 2012. Whilst the Company announced in July 2014 that it would not proceed imminently to DFS on the project, early stage feasibility work continued during the year, particularly focussed on the key infrastructure requirements for the development of the project. Limited exploration activity was conducted on the project during the year. PHOTO: TOM RIDGES Pit panoramic Moolart Well 18 REGIS RESOURCES ANNUAL REPORT // 2015Acquisition for Growth ACQUISITION OF GLOSTER GOLD DEPOSIT Regis completed a transaction to acquire six prospecting licences for A$1.5 million (paid in cash) and a gross royalty of A$10 per ounce to be paid on any gold production from these licences (indexed to the gold price where the gold price exceeds A$1,500 per ounce). The licences are strategically located 26 kilometres from Regis’ Moolart Well processing plant and contain a historic Resource estimate of 8,279,000 tonnes at 1.37g/t for 365,000 ounces. The Resource estimate was completed in 1997 in compliance with the 1996 JORC Code and Guidelines. The area (historically referred to as the Famous Blue Project) has previously been well drilled by several companies and historic mining took place on these tenements with approximately 6,000 ounces produced from 1902 to 1910. A breakdown of the 1997 Resource is shown below. Area Category Tonnes Grade Ounces Famous Blue Measured Indicated Inferred Total - 7,523,000 756,000 8,279,000 - 1.37 1.35 1.37 - 332,000 33,000 365,000 Estimated using a 0.5g/t Au cut-off. Regis believes there is very good potential for mining of the Gloster project to profitably extend the operational life at Moolart Well through the trucking of mined ore to that plant for treatment. Regis’ plan in the short term is to complete a drilling campaign to update the historic Resource and then in due course to use this data as the basis of a mining study. DUKETON GOLD EXPLORATION JOINT VENTURE Regis signed a letter of agreement with Duketon Mining Limited (ASX: DKM) to enter into an exploration joint venture on four of DKM’s exploration licences which are contiguous with some of Regis’ Duketon tenure in proximity to the Moolart Well project. The proposed joint venture tenure covers approximately 373 square kilometres and hosts a number of greenstone shear zones prospective for gold (see map below). These include the northern strike continuation of the shear zone hosting the Petra gold deposit and part of the shear zone extending north of the Garden Well gold deposit. The joint venture terms require Regis to pay DKM $100,000 on signing (paid in July 2015) and spend a minimum of $1 million on exploring for gold on the tenure over a two year period to earn a 75% interest in any mining project that is confirmed by a Regis decision to mine. All non gold mineral rights remain with DKM. In the event of a decision to mine by Regis on any project discovered, DKM will have the options of participating in a mining joint venture at a 25% contributing interest (subject to some capital funding assistance from Regis), selling its interest in the mining project to Regis for $850,000 or commuting the interest to a 2% net smelter royalty on all gold produced from the project. These options will relate to each separate discovery on which a decision to mine is made by Regis. The heads of agreement is subject to the execution of formal legal agreements, work on which the parties will commence immediately in order to expedite exploration efforts on the joint venture. This agreement is an important step in Regis executing its strategy of pursuing further longevity and profitability at the very successful Moolart Well operations. 19 REGIS RESOURCES ANNUAL REPORT // 2015PHOTO: RICHARD SPILSBURY Profile Drilling at Baneygo 20 REGIS RESOURCES ANNUAL REPORT // 2015Gold Reserves Group Ore Reserves as at 31 March 2015 Proved Probable Total Reserves Cut-Off (g/t) Million Tonnes Grade g/t Gold KOz Million Tonnes Grade g/t Gold KOz Million Tonnes Grade g/t 115 955 387 1,456 181 16 25 6 229 6.5 34.5 13.2 54.3 3.8 0.3 0.6 0.1 4.8 0.92 0.91 1.35 1.02 1.48 1.57 1.26 2.07 1.47 0.92 0.93 1.36 1.02 1.48 1.57 1.26 2.07 1.47 1.06 1,685 59.1 1.06 2,006 Gold KOz 194 1,009 574 1,777 181 16 25 6 229 Project Moolart Well Garden Well Rosemont Duketon Main Deposits Erlistoun Dogbolter Petra Anchor Type Open Pit Open Pit Open Pit Open Pit Open Pit Open Pit Open Pit Duketon Satellite Deposits >0.4 >0.4 >0.4 Total >0.5 >0.5 >0.5 >0.5 2.7 2.7 4.4 9.7 - - - - - 0.93 0.63 1.34 1.03 - - - - - 79 54 188 321 - - - - - 3.9 31.9 8.9 44.6 3.8 0.3 0.6 0.1 4.8 Regis Total 9.7 1.03 321 49.4 21 REGIS RESOURCES ANNUAL REPORT // 2015Gold Resources (inclusive of Reserves) Group Mineral Resources as at 31 March 2015 Project Cut-Off (g/t) Million Tonnes Grade g/t Gold KOz Million Tonnes Grade g/t Gold KOz Million Tonnes Grade g/t Gold KOz Million Tonnes Grade g/t Gold KOz Type Measured Indicated Inferred Total Resources Moolart Well Open Pit Garden Well Open Pit Rosemont Open Pit Duketon Main Deposits Erlistoun Open Pit Dogbolter Open Pit Petra Anchor King John Open Pit Open Pit Open Pit Russells Find Open Pit Baneygo Open Pit Reichelts Find Open Pit Duketon Satellite Deposits Duketon Total McPhillamys 0.4 0.4 0.4 0.4 0.4 0.4 0.4 1.0 1.0 0.5 1.0 3.0 2.7 5.4 11.1 0.89 0.63 1.31 1.03 87 54 228 369 29.2 73.8 20.1 0.75 0.90 1.27 706 2,131 824 123.2 0.92 3,661 - - - - - - - - - - - - - - - - - - - - - - - - - - - 5.7 2.8 1.2 0.2 - - - 0.1 10.1 1.34 1.11 1.08 1.75 - - - 3.69 1.28 247 102 42 9 - - - 17 416 15.0 10.2 2.8 28.0 1.1 0.4 0.1 0.1 0.7 0.4 0.8 - 3.6 0.62 0.88 1.78 0.83 1.00 1.02 1.09 0.95 3.19 3.86 1.67 - 1.96 11.1 1.03 369 133.2 0.95 4,077 31.5 0.96 0.4 - - - 69.2 0.94 2,087 3.9 0.98 300 288 160 748 37 13 2 2 72 55 43 - 223 971 123 47.3 86.7 28.3 162.3 6.9 3.2 1.3 0.2 0.7 0.4 0.8 0.1 13.6 0.72 0.89 1.33 0.92 1.28 1.10 1.08 1.53 3.19 3.86 1.67 3.69 1.46 1,093 2,473 1,212 4,777 284 115 44 11 72 55 43 17 640 175.9 0.96 5,417 73.2 0.94 2,210 Regis Total 11.1 1.03 369 202.5 0.95 6,164 35.5 0.96 1,094 249.1 0.95 7,627 22 REGIS RESOURCES ANNUAL REPORT // 2015Directors’ report YOUR DIRECTORS SUBMIT THEIR REPORT FOR THE YEAR ENDED 30 JUNE 2015 23 REGIS RESOURCES ANNUAL REPORT // 2015Directors The directors of the Company in office since 1 July 2014 and up to the date of this report are: Mr Nick Giorgetta (Independent Non-Executive Chairman) Mr Giorgetta joined the board of Regis Resources Limited in May 2009 as Non-Executive Chairman. Prior to this Mr Giorgetta was a founding director of Equigold NL. He is a metallurgist with over 40 years of experience in the mining industry. He began his professional career in various technical roles for a major mining company in Kalgoorlie. He later established his own metallurgical consultancy which designed and commissioned a number of gold treatment plants. From 1988 to 1994 he was Managing Director of Samantha Gold NL. He retired as Managing Director of Equigold in November 2005 and assumed the role of Chairman. He held this position until Equigold’s merger with Lihir Gold Limited in June 2008. During the past three years, Mr Giorgetta has not served as a director of any other ASX listed companies. Mr Giorgetta is a fellow of the Australasian Institute of Mining and Metallurgy. Mr Mark Clark, B.Bus CA (Managing Director) Mr Clark has over 25 years of experience in corporate advisory and public company management. Prior to joining Regis Resources Limited, Mr Clark was the Managing Director of Equigold NL. He joined Equigold in 1995 and originally held the roles of Chief Financial Officer and was responsible for the financial, administration and legal functions of the company. He was closely involved in the development and operation of Equigold’s projects in both Australia and Ivory Coast. He was a director of Equigold from April 2003 and was Managing Director from December 2005 until Equigold’s merger with Lihir Gold Limited in June 2008. Prior to working at Equigold Mr Clark held a senior position at an international advisory firm, providing financial and corporate advice to clients in the mining industry. During the past three years, Mr Clark has not served as a director of any other ASX listed companies. Mr Clark is a member of the Institute of Chartered Accountants in Australia. Mr Glyn Evans, BAppSc, FAusIMM (Independent Non-Executive Director) Mr Evans is a geologist with over 30 years’ experience in base metal and gold mining operations. He was an executive director with ASX listed gold mining companies between 1991 and 2007. Mr Evans has a strong mine geology background, having held senior mine management positions early in his career and then ultimately managed the gold resources and reserves of both Samantha Gold NL (1987-1994) and Equigold NL (1995-2007). He also led extensive exploration programmes over his long career which culminated in significant gold discoveries including the well-known Higginsville and Chalice Mines in Western Australia and the Bonikro mine in the Ivory Coast. During the past three years, Mr Evans has not served as a director of any other ASX listed companies. Mr Evans is a Fellow of the Australian Institute of Mining and Metallurgy. Mr Frank Fergusson (Independent Non-Executive Director) Mr Fergusson is an experienced gold mining industry director and has a long track record of successful operational management. His career in the gold mining industry spans over 30 years, starting at Great Victoria Gold Mine in 1983 where he was later the project’s General Manager. He was Operations Manager at Samantha Gold NL from 1988 to 1994 and was an Executive Director from 1992 to 1994. Mr Fergusson was a founding shareholder and executive director of Equigold NL from 1994 until his retirement from the role in 2006. In this executive role, Mr Fergusson was Group Operations Manager overseeing Equigold’s three gold mining operations in Western Australia and Queensland. After his retirement from Equigold in 2006, Mr Fergusson took a short term executive role at OM Holdings Limited where he undertook an independent technical review of the Company’s manganese mining operations and implemented operational changes that significantly improved operational productivity and led to improved production and operating costs. During the past three years, Mr Fergusson has not served as a director of any other ASX listed companies. Mr Ross Kestel, B.Bus, CA, AICD (Independent Non-Executive Director) Mr Kestel is a Chartered Accountant and was a director of a mid-tier accounting practice for over 26 years and has a strong corporate and finance background. He has acted as a director and company secretary of a number of public companies involved in mineral 24 REGIS RESOURCES ANNUAL REPORT // 2015Company Secretary Mr Kim Massey B.Com, CA Mr Massey is a Chartered Accountant with significant experience in financial management and corporate advisory services, particularly in the resources sector, as a corporate advisor and company secretary for a number of ASX and AIM listed companies. exploration, mining, mine services, property development, manufacturing and technology industries. Mr Kestel is currently a non-executive director of Beadell Resources Limited. During the past three years he has also served as a non-executive director of the following ASX listed companies: Xstate Resources Limited (September 2006 to September 2013); Resource Star Limited (August 2006 to November 2012); Equator Resources Limited (June 2011 to December 2012); Mr Kestel is a member of the Australian Institute of Company Directors. Mr Mark Okeby, LLM (Independent Non-Executive Director) Mr Okeby has considerable experience in the resources industry as a solicitor and as a director of listed companies. He has been an executive and non-executive director of a number of gold producers and other resource companies and has been involved in the development of a number of resource projects and with mergers and acquisitions in the resource sector. Mr Okeby is currently a non-executive director of Red Hill Iron Limited and, during the past three years, Mr Okeby has not served as a director of any other ASX listed companies. 25 REGIS RESOURCES ANNUAL REPORT // 2015Dividends After the balance sheet date the following dividends were proposed by the directors: Final dividends recommended: Ordinary shares Cents per share Total amount $’000 6.00 29,987 The financial effect of these dividends has not been brought to account in the consolidated financial statements for the year ended 30 June 2015 and will be recognised in subsequent financial reports. Nature of Operations and Principal Activities The principal activities of Regis Resources Limited (“Regis” or the “Company”) and its controlled entities (collectively, the “Group”) during the year were: production of gold from the Moolart Well, Garden Well and Rosemont gold mines; exploration, evaluation and development of gold projects in the Eastern Goldfields of Western Australia; and exploration and evaluation of the McPhillamys Gold Project in New South Wales. Apart from the above, or as noted elsewhere in this report, no significant changes in the state of affairs of the Company occurred during the financial year. Objectives The Group’s objectives are to: Achieve operational predictability by optimising mining and processing facilities across the Duketon Gold Project whilst maintaining a high standard of safety; Maximise cash flow by driving the cost base lower from steady state operations and pushing for last capacity opportunities; Organically increase the Reserve base of the Group by bringing satellite resource positions in to the mine plan and infill drill the significant oxide resources at Moolart Well. Focus on regional exploration to add incremental ounces to the three operating mills in the district; Reduce debt in a sensible timeframe; Reactivate the Company’s dividend policy when appropriate; and Actively pursue growth opportunities. Operating and Financial Review Overview of the Group Regis is a leading Australian gold producer, with its head office in Perth, Western Australia. The Company operates three wholly-owned mines at the Duketon Gold Project in the Eastern Goldfields of Western Australia. The Moolart Well Gold Mine commenced operations in July 2010, the Garden Well Gold Mine commenced in August 2012 and the Rosemont Gold Mine commenced operations in October 2013. The Group also owns the McPhillamys Gold Project, an advanced exploration project in New South Wales, 250 kilometres west of Sydney near the town of Bathurst. 26 REGIS RESOURCES ANNUAL REPORT // 2015Financial Summary Key financial data Financial results Sales revenue Cost of sales (excluding D&A)(i) Other income Corporate, admin and other costs EBITDA(i) and impairment Depreciation and amortisation (D&A) Profit before tax and impairment(i) Asset impairment Reported profit/(loss) after tax Other financial information Cash flow from operating activities Net cash/(debt) Net assets Basic earnings/(loss) per share (cents per share) 2015 $’000 2014 $’000 Change $’000 Change % 464,854 (276,223) 2,452 (9,725) 181,358 (53,388) 125,071 47 86,920 141,955 29,574 409,973 17.39 371,232 (224,958) 3,514 (8,947) 141,542 (59,358) 79,488 (289,572) (147,830) 124,163 (33,385) 321,060 (29.68) 93,622 (51,265) (1,062) (778) 39,816 5,970 45,583 289,525 234,750 17,792 62,959 88,913 47.07 25.2% 22.8% (30.2%) 8.7% 28.1% (10.1%) 57.3% (100.0%) 158.8% 14.3% 188.6% 27.7% 158.6% (i) EBITDA is an adjusted measure of earnings before interest, taxes, depreciation and amortisation. Cost of sales (excluding D&A), EBITDA and Profit before tax and impairment are non-IFRS financial information and are not subject to audit. These measures are included to assist investors to better understand the performance of the business Performance relative to the previous financial year Regis made an after tax profit of $86.9 million for the full year to 30 June 2015 compared to an after tax loss of $147.8 million for the previous corresponding year. The result for the previous year reflected an impairment of $289.6 million pre-tax against the non-current assets of the Company. The impairment predominately related to the write-down of the carrying value of the Garden Well and Rosemont gold mines in Western Australia and the McPhillamys Gold Project in New South Wales. SALES Sales revenue for the year ended 30 June 2015 increased by $93.6 million (25%) compared to the previous corresponding period. The increase in gold revenue reflects a higher gold price achieved and record gold production from the Company’s Duketon operations. Total gold production for the year was higher than the prior period at 310,204 ounces (2014: 270,759 ounces) due to the first full year of operations at the Rosemont Gold Mine. The prior year was also affected by the flooding event in February 2014 at the Garden Well and Rosemont open pits. The average price of gold sold was $1,488 per ounce, up slightly on the previous year’s average sale price of $1,460 per ounce. COST OF SALES Cost of sales including royalties and before depreciation and amortisation increased by 23% to $276 million during the year as a result of increased throughput and production associated with the first full year of operations at Rosemont. In addition, prior year costs were affected by remediation work from the flooding event in February 2014 at the Garden Well and Rosemont open pits. On a unit cost basis, total cash costs at Garden Well were $1,132 per ounce up from $1,061 per ounce in the previous year due predominately to lower grade ore being processed in the current year. The head grade of the ore processed up to 30 June 2015 was 0.90g/t compared to 1.04g/t in the previous year. Moolart Well total cash costs were 7% higher than the previous year at $686 per ounce as a result of a lower grade ore processed during the year. The head grade of the ore processed up to 30 June 2015 was 1.14g/t compared to 1.26g/t in 2014. Total cash costs for the first full year of operations at the Rosemont Gold mine were $836 per ounce. 27 REGIS RESOURCES ANNUAL REPORT // 2015IMPAIRMENT OF ASSETS Following a review of the carrying value of the non-current assets of the Group, a pre-tax impairment charge of $289.6 million was recognised for the year ended 30 June 2014. The impairment charge related to the Garden Well and Rosemont operations and exploration projects including McPhillamys. It was the result of a combination of factors including the major flooding event at Duketon in February 2014, operating challenges at the two mines and a fall in the gold price. An impairment loss of $47,000 has been recognised in the current financial year in relation to tenements that were surrendered, relinquished or expired during the 12 months to 30 June 2015. DEPRECIATION AND AMORTISATION Depreciation and amortisation charges decreased by $5.97 million from the previous year due to the impairment of the carrying value of the non-current assets at Garden Well and Rosemont in the 2014 financial year. CASH FLOW FROM OPERATING ACTIVITIES Cash inflow from operating activities was $142.0 million, up 14% from $124.2 million in the previous year due to higher production and a higher average gold price achieved. In addition $32.0 million of income taxes were paid in the 2014 financial year in relation to the fully franked dividend paid in October 2013. No income tax was paid in the current financial year. Cash outflows from investing activities were $76.8 million to 30 June 2015 down 48% from the previous year. There were no major construction projects in the current year and accordingly payments for mine properties under construction reduced in 2015 to $1.8 million compared with $78.0 million in the previous year. Payments for mine properties rose $10.4 million in the current year to $43.9 million as pre-strip material and deferred waste continued to be mined at the Rosemont and Garden Well operations. The Company spent $10.3 million during the year on exploration expenditure and a further $19.3 million on property plant and equipment. Cash outflows from financing activities were $20 million for the year, which represented the partial repayment of the Macquarie Bank financing facility. The outstanding balance is $20 million and is due for repayment in June 2017. GOLD FORWARD CONTRACTS At the end of the financial year the Company had a total hedging position of 281,031 ounces, being 145,834 ounces of flat forward contracts with a delivery price of A$1,437 per ounce and 135,197 ounces of spot deferred contracts with a price of A$1,437 per ounce. Review of operations A review of each operation is provided below. Where presented, cash cost per ounce is calculated as costs of production relating to gold sales (note 3), excluding gold in circuit inventory movements divided by gold ounces produced. The calculation is presented both including and excluding the cost of royalties (note 3). All in Sustaining Cost (“AISC”) per ounce is an extension of existing cash cost metrics and incorporates costs relating to sustaining production, such as capitalised pre-strip and production stripping expenditure. These measures are included to assist investors to better understand the performance of the business. Cash cost and AISC per ounce are non-IFRS measures, and where included in this report, have not been subject to review by the Group’s external auditors. 28 REGIS RESOURCES ANNUAL REPORT // 2015OPERATIONS – MOOLART WELL Operating results for the 12 months to 30 June 2015 were as follows: Ore mined Ore milled Head grade Recovery Gold production Cash cost per ounce – pre royalties Cash cost per ounce – incl. royalties 30 June 2015 2,910,547 2,912,706 1.14 92 98,742 $622 $686 30 June 2014 2,798,713 2,781,872 1.26 93 104,880 $576 $640 Tonnes Tonnes g/t % Ounces A$/oz A$/oz Moolart Well achieved production guidance for the year of 98,742 ounces at a pre royalty cash cost of $622 per ounce. Total production at Moolart Well declined by 6% for the 2015 financial year as a result of an overall decline in the processed head grade at the operation. As was expected the average head grade declined by 9% from the previous year as the project trends towards the life of mine reserve grade of 0.92g/t. The lower head grade was partially off-set by a higher throughput rate for the year of 2.9 million tonnes per annum. Mining commenced in the Lancaster North oxide pit during the year, however the bulk of production for the year came from the Stirling oxide pit and the laterite deposit. At the end of the financial year approximately 1.4 million tonnes of laterite ore had been exposed in the open pits ready for mining. Mining is scheduled to commence in the Wellington oxide pit in 2016 supplementing the production from the Lancaster North, Stirling and Laterites pits. OPERATIONS – GARDEN WELL Operating results at the Garden Well Gold Mine for the 12 months to June 2015 were as follows: Ore mined Ore milled Head grade Recovery Gold production Cash cost per ounce – pre royalties Cash cost per ounce – incl. royalties 30 June 2015 5,781,377 4,581,711 0.90 81 107,719 $1,064 $1,132 30 June 2014 5,879,412 4,715,183 1.04 87 137,484 $999 $1,061 Tonnes Tonnes g/t % Ounces A$/oz A$/oz Operations at Garden Well for the 2015 financial year produced 107,719 ounces of gold at a pre royalty cash cost of $1,064 per ounce. Gold production in 2015 was 22% lower than the previous year as a result of lower head grade and lower milling recoveries. Milled grade was impacted by lower than forecast ore tonnes generated by mining limiting the ability to selectively process higher grade ore mined and consequently stockpile lower grade ore. Recovery rates were impacted particularly in the first six months of the year with the treatment of a relatively small area of transitional ore containing higher than normal base metals and highly reactive sulphides. Metallurgical testing confirmed that the poorer recovery ore is contained in a discrete area in the southern end of the pit. Since identifying this problematic ore and the effect it has on recovery rates the Company has attempted to isolate the ore from treatment. 29 REGIS RESOURCES ANNUAL REPORT // 2015OPERATIONS – ROSEMONT Operating results at the Rosemont Gold Mine for the 12 months to June 2015 were as follows: Ore mined Ore milled Head grade Recovery Gold production Cash cost per ounce – pre royalties Cash cost per ounce – incl. royalties Tonnes Tonnes g/t % Ounces A$/oz A$/oz 30 June 2015 2,379,513 2,348,333 1.49 92 103,743 $772 $836 30 June 2014 (9 months) 826,568 1,088,722 0.98 87 29,695 - - Rosemont completed its first full year of operations producing 103,743 ounces of gold at a pre royalty cash cost of $772 per ounce. The strong performance at Rosemont was driven by a 52% increase in the processed head grade compared to the previous year due to a strong performance in the grade of the actual ore mined compared to the reserve grade. Improvements to the milling circuit during the year increased the recovery and throughput rates at the operation. Production Guidance Regis expects gold production for the 2016 financial year to be within the range of 275,000 – 305,000 ounces at an AISC (all in sustaining cost) of $970 - $1,070 per ounce. The mid-point of this (+/- 5%) guidance range is summarised as follows: Moolart Well Rosemont Garden Well Total Ore mined Waste mined Stripping ratio Ore mined Ore milled Head grade Recovery Million BCM Million BCM Waste:Ore Million Tonnes Million Tonnes g/t % Gold production Ounces (‘000s) Cash cost – pre royalties Cash cost – incl. royalty All in Sustaining Cost A$/oz A$/oz A$/oz 1.5 4.4 3.1 2.8 2.9 0.89 91 75 820 880 950 1.0 9.3 9.7 2.2 2.3 1.23 93 85 840 910 1,070 2.2 5.9 2.5 5.6 5.0 0.91 88 130 900 970 4.7 19.6 4.2 10.6 10.1 0.98 91 290 860 930 1,040 1,020 Note: errors in summation may occur in this table due to rounding At the mid-point of guidance and the current gold price (≈A$1,500/oz) the Duketon operations are expected to generate an operating cashflow (derived using AISC as operating cost) of around A$140 million in FY2016. Additional expansion capital expenditures are expected to be in the order of A$15-20 million. 30 REGIS RESOURCES ANNUAL REPORT // 2015Gold Exploration DUKETON GOLD PROJECT (WA) Regis controls a significant tenement package, encompassing 251 granted exploration, prospecting and mining licences covering 1,502 square kilometres and 37 general purpose and miscellaneous licences covering 1,185 square kilometres at the Duketon Gold Project. Significant exploration activities took place across the following project areas at Duketon during the year: Baneygo The Baneygo gold Resource is located 12 kilometres south of the Rosemont gold mine and is hosted in a quartz dolerite unit believed to be the same unit hosting gold at Rosemont. The JORC 2004 gold Resource at Baneygo of 43,000oz occurs in 4 small deposits namely Baneygo (8,000oz), Baneygo Beacon (14,000oz), Baneygo South (15,000oz) and Sydney Mint (6,000oz) over a strike distance of 3km. The entirety of the Baneygo Project is located on a granted Mining Lease. Historical drilling at Baneygo is generally only to 50 metres and in some places to 100m vertical depth. Very little drilling has been completed between the four small deposits with up to 250m between drill traverses. An RC drilling programme commenced in the June 2015 quarter to validate historical drilling at the four deposits and to define and expand the historical Resource by drilling to approximately 100m depth and testing for gold mineralisation between the four small deposits. Initial RC drilling focused on testing the quartz dolerite host on 20m spaced holes on 80m spaced east west traverses over a 3km strike distance. Highly encouraging gold results were received from holes on the initial 80m spaced drilling traverses and follow-up drilling has commenced to reduce the drill spacing to 20m on 40m spaced east west traverses. Tooheys Well The Tooheys Well gold prospect is located 2.5km south of the Garden Well gold mine. Gold mineralisation was previously defined in a North-South trending western shear zone hosted in chert and fine grained sediments. A programme of RC drilling commenced in the June 2015 quarter to follow-up anomalous gold mineralisation in the western shear zone. The recent drilling has defined a parallel eastern shear zone located approximately 100m east which is also hosted in chert and fine grained sediments. The eastern shear zone appears to have higher grades than the western shear zone and is untested for 750m to the south. Both shear zones dip about 45° to the east and weathering extends to 80 to 100m vertical depth in the eastern shear zone. Drilling will commence in the September 2015 quarter to determine the continuity of gold mineralisation in the eastern shear zone 750m to the south, initially on 80m spaced East-West sections in the oxide zone and to target gold mineralisation in the fresh rock zone. Coopers Gold Prospect The Coopers gold prospect is located 11km south of Moolart Well and 600m north of Dogbolter, and is located on the same shear zone hosting those two deposits. An earlier programme of Aircore drilling by Regis on 40m and 80m spaced E-W traverses defined gold mineralisation in the oxide zone over a strike distance of 400m. The gold mineralised zone is weakly mineralised to the north and still requires further drilling. A small programme of RC drilling was completed to infill two 80m spaced drill traverses to 40m. These results will provide enough data to complete a preliminary Resource estimation and review of the Coopers Prospect in the September 2015 quarter. Further drilling will be required to define the northern extent of gold mineralisation. Moolart Well The Moolart Well deposit has significant Inferred oxide resources north of the Stirling and Lancaster open pits. Drilling at Moolart Well during the period focussed on RC resource infill drilling on the Wellington Oxide Resource to reduce the drill hole spacing from 50 by 50 metre to 25 by 25 metre pattern spacing across the inferred resource. This drilling is part of Regis’ ongoing mining inventory replacement strategy and formed the basis of the Wellington oxide deposit that was added into Moolart Well’s reserve inventory in the July 2015 Reserve update. 31 REGIS RESOURCES ANNUAL REPORT // 2015Erlistoun Gold mineralisation at Erlistoun is hosted in narrow quartz veins which dip shallowly to the west at ~40° . Zones of supergene mineralisation occur in discrete pods where the gold mineralisation structure comes into contact with the weathering horizons. RC infill resource drilling commenced during the year to reduce the drill spacing to 40 by 20 metre and 20 by 20 metre and to better define the discrete zones of high grade gold mineralisation. Results received from this programme of drilling were used to refine mineralised boundaries and define high grade pods between old holes drilled previously on a 40 by 40 metre grid. Based on this drilling the Erlistoun reserve was updated in the July 2015 Reserve Update. Rosemont During the year an RC drill programme was completed at Rosemont to test a mineralised western quartz dolerite unit located 30 metres west of the main lode, in and around the southern extremities of the current Rosemont Main open pit design. This additional drilling combined with a re-optimisation and subsequent pit redesign at Rosemont resulted in an increase to the Rosemont reserve in the July 2015 Reserve Update. Dogbolter The Dogbolter deposit is located 12 kilometres south of the Moolart Well processing facility and has gold mineralisation dipping shallowly to the east at 30-40° and is associated with a diorite intrusion close to an ultramafic contact. Small high grade pods are associated with the intersection of mineralised structures and weathering horizons. A programme of RC drilling commenced during the year to target the high grade gold mineralisation in the shallow oxide zone. This programme of drilling is part of the Company’s strategy to develop the numerous satellite deposits across the Duketon tenement package to provide incremental feed to the three operating mills in the district. Results received from this programme of drilling formed the basis of a maiden reserve estimation at Dogbolter in the July 2015 Reserve Update. Gloster Gold Deposit In June 2015 Regis completed a transaction to acquire six prospecting licences for $1.5 million and a gross royalty of A$10 per ounce to be paid on any gold production from these licences (indexed to the gold price where the gold price exceeds A$1,500 per ounce). The licences are strategically located 26 kilometres from Regis’ Moolart Well processing plant and contain a historic Resource estimate of 8,279,000 tonnes at 1.37g/t for 365,000 ounces. The Resource estimate was completed in 1997 in compliance with the 1996 JORC Code and Guidelines. The area (historically referred to as the Famous Blue Project) has previously been well drilled by several companies and historic mining took place on these tenements with approximately 6,000 ounces produced from 1902 to 1910. Regis believes there is very good potential for mining of the Gloster project to profitably extend the operational life at Moolart Well through the trucking of mined ore to that plant for treatment. Regis’ plan in the short term is to complete a drilling campaign to update the historic Resource and then in due course to use this data as the basis of a mining study. MCPHILLAMYS GOLD PROJECT (NSW) The McPhillamys Gold Project is located approximately 35 kilometres south east of the town of Orange and 30 kilometres west of the town of Bathurst in the Central West region of New South Wales, Australia. The project is approximately 250 kilometres west of Sydney. The project area consists of four granted exploration permits covering 477 square kilometres in two discrete locations approximately 25 kilometres apart. The Company completed the acquisition of the McPhillamys Gold Project from Newmont Exploration Pty Ltd and Alkane Resources Limited in November 2012. Whilst the Company announced in July 2014 that it would not proceed imminently to DFS on the project, early stage feasibility work continued during the year, particularly focussed on the key infrastructure requirements for development of the project. Limited exploration activity was conducted on the project during the year. 32 REGIS RESOURCES ANNUAL REPORT // 2015Significant Changes in the State of Affairs There have been no significant changes in the state of affairs other than those listed in the review of operations above. Significant Events after the Balance Date DUKETON GOLD EXPLORATION JOINT VENTURE On 14 July 2015, the Group announced an agreement to enter into an exploration joint venture with Duketon Mining Limited (“DKM”) on four of DKM’s exploration licences which are contiguous with some of Regis’ Duketon tenure in proximity to the Moolart Well project. The proposed joint venture will require Regis to make an up-front payment to DKM of $100,000 and spend a minimum of $1 million on exploring for gold on the tenure over a two year period to earn a 75% interest in any mining project that is confirmed by a Regis decision to mine. All non-gold mineral rights remain with DKM. DIVIDENDS On 15 September 2015, the directors proposed a final dividend on ordinary shares in respect of the 2015 financial year. Refer to note 6. Other than the matter discussed above, there has not arisen in the interval between the end of the financial year and the date of this Report any item, transaction or event of a material and unusual nature which, in the opinion of the directors of the Group, has significantly affected or is likely to significantly affect: the operations of the Group; the results of those operations; or the state of affairs of the Group in future financial years. Likely Developments and Expected Results There are no likely developments of which the directors are aware which could be expected to significantly affect the results of the Group’s operations in subsequent financial years not otherwise disclosed in the Principal Activities and Operating and Financial Review or the Significant Events after the Balance Date sections of the Directors’ Report. Environmental Regulation and Performance The operations of the Group are subject to environmental regulation under the laws of the Commonwealth and the States of Western Australia and New South Wales. The Group holds various environmental licenses issued under these laws, to regulate its mining and exploration activities in Australia. These licenses include conditions and regulations in relation to specifying limits on discharges into the air, surface water and groundwater, rehabilitation of areas disturbed during the course of mining and exploration activities and the storage of hazardous substances. All environmental performance obligations are monitored by the board of directors and subjected from time to time to Government agency audits and site inspections. There have been no material breaches of the Group’s licenses and all mining and exploration activities have been undertaken in compliance with the relevant environmental regulations. 33 REGIS RESOURCES ANNUAL REPORT // 2015Share Options Unissued Shares At the date of this report, the Company had the following unissued shares under listed and unlisted options. Maturity Date Unlisted options 8 November 2015 30 June 2016 31 July 2017 12 September 2017 31 March 2018 10 October 2018 11 August 2019 Total Exercise price Number outstanding $2.75 $4.00 $3.50 $1.55 $2.40 $1.55 $1.40 575,000 855,000 1,625,000 1,500,000 550,000 50,000 8,500,000 13,655,000 Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company or any related body corporate. Details of options granted to directors and other key management personnel during the year are set out in the remuneration report. Shares Issued as a Result of the Exercise of Options During the financial year, employees exercised unlisted options to acquire 37,500 fully paid ordinary shares in Regis Resources Limited at an exercise price of $1.00 per share. Indemnification and Insurance of Directors and Officers The Company has entered into an Indemnity Deed with each of the directors which will indemnify them against liabilities incurred to a third party (not being the Company or any related company) where the liability does not arise out of negligent conduct including a breach of good faith. The Indemnity Deed will continue to apply for a period of 10 years after a director ceases to hold office. The Company has entered into a Director’s Access and Insurance Deed with each of the directors pursuant to which a director can request access to copies of documents provided to the director whilst serving the Company for a period of 10 years after the director ceases to hold office. There are certain restrictions on the directors’ entitlement to access under the deed. In addition the Company will be obliged to use reasonable endeavours to obtain and maintain insurance for a former director similar to that which existed at the time the director ceased to hold office. The Company has, during or since the end of the financial year, paid an insurance premium in respect of an insurance policy for the benefit of the directors, secretaries, executive officers and employees of the Company and any related bodies corporate as defined in the insurance policy. The insurance grants indemnity against liabilities permitted to be indemnified by the Company under Section 199B of the Corporations Act 2001. In accordance with commercial practice, the insurance policy prohibits disclosure of the terms of the policy including the nature of the liability insured against and the amount of the premium. 34 REGIS RESOURCES ANNUAL REPORT // 2015Directors’ Meetings The number of directors’ meetings held (including meetings of Committees of the Board) and number of meetings attended by each of the directors of the Company during the financial year are: Number of meetings held: Number of meetings attended: N Giorgetta M Clark G Evans F Fergusson R Kestel M Okeby Directors’ Meetings 10 Audit and Risk Management Committee 3 Remuneration and Nomination Committee 1 10 10 8 9 9 8 3 n/a n/a n/a 3 2 1 n/a n/a 1 1 1 All directors were eligible to attend all meetings held. Committee Membership As at the date of this report, the Company had an Audit and Risk Management Committee and a Remuneration and Nomination Committee of the board of directors. Members acting on the committees of the board during the year were: Audit and Risk Management Committee R Kestel (Chairman) N Giorgetta M Okeby Remuneration and Nomination Committee R Kestel (Chairman) N Giorgetta M Okeby F Fergusson 35 REGIS RESOURCES ANNUAL REPORT // 2015Directors’ Interests in the Shares and Options of the Company As at the date of this report, the interests of the directors in the options of the Company were unchanged from the holdings as at 30 June 2015 as disclosed in the Remuneration Report. The directors’ interests in the shares of the Company at the date of this report are set out in the table below N Giorgetta M Clark G Evans F Fergusson R Kestel M Okeby Number of ordinary shares 19,529,671 9,460,000 4,235,815 5,003,957 75,000 1,200,000 Auditor Independence and Non-Audit Services During the year KPMG, the Group auditor, did not perform any non-audit services in addition to the audit and review of the financial statements. A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act is attached to the Directors’ Report. Rounding off The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the Financial Statements and Directors’ Report have been rounded to the nearest thousand dollars, unless otherwise stated. 36 REGIS RESOURCES ANNUAL REPORT // 2015Remuneration report AUDITED 37 REGIS RESOURCES ANNUAL REPORT // 2015This remuneration report for the year ended 30 June 2015 outlines the remuneration arrangements of the Company and the Group in accordance with the requirements of the Corporations Act 2001 (the Act) and its regulations. This information has been audited as required by section 308(3C) of the Act. The remuneration report details the remuneration arrangements for key management personnel (KMP) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any director (whether executive or otherwise) of the parent company. For the purposes of this report, the term “executive” includes the Managing Director, senior executives and company secretaries of the Parent and the Group. Key Management Personnel Details of KMPs of the Company and Group are set out below: Directors Other KMP N Giorgetta Chairman (non-executive) J Balkau General Manager – Exploration M Clark Managing Director M Evans Chief Development Officer G Evans Director (non-executive) K Massey Chief Financial Officer and Company Secretary F Fergusson Director (non-executive) P Thomas Chief Operating Officer R Kestel Director (non-executive) M Okeby Director (non-executive) Principles of Remuneration The Remuneration and Nomination Committee is charged with setting remuneration for the directors and the Managing Director determines the remuneration for the other KMPs. Remuneration levels for KMP are competitively set to attract and retain appropriately qualified and experienced directors and executives. Decisions on the appropriateness of remuneration packages are based on the competitive state of the employment market for different specific skill sets, independently sourced market surveys related to the resources sector, trends in comparative companies and the objectives of the Group’s remuneration strategy. The remuneration structures take into account: the capability and experience of the KMP; the ability of the KMP to influence the Group’s performance; and the Group’s performance regarding operation success as reflected by growth in share price. Remuneration packages include a mix of cash and longer-term performance based incentives. The Managing Director holds a significant personal shareholding in the Company, which aligns his goals and objectives with those of the Company. The Remuneration and Nomination Committee takes this into account when deciding whether further share-based incentives are to be offered to the Managing Director. 38 REGIS RESOURCES ANNUAL REPORT // 2015The Group’s financial performance over the past five years has been as follows: 2015 $’000 2014 $’000 2013 $’000 2012 $’000 2011 $’000 Revenue 465,320 371,933 416,834 171,504 108,651 Net profit/(loss) after tax 86,920 (147,830) 146,506 68,239 36,281 Basic earnings/(loss) per share (cents) Diluted earnings/(loss) per share (cents) 17.39 17.39 (29.68) (29.68) 30.65 30.27 15.51 15.18 8.54 8.24 Net assets 409,973 321,060 538,096 235,626 140,278 Historical and current earnings are one of a number of criteria used by the Remuneration and Nomination Committee to assess the performance of directors and executives. Other criteria used in this assessment include gold production and operating costs, safety performance, execution of development projects, exploration success, growth of business through acquisitions and effectiveness of communications with regulators, shareholders, investors and other stakeholders. Fixed Remuneration Fixed remuneration consists of base remuneration (including any fringe benefit tax charges related to employee benefits), as well as employer contributions to superannuation funds. The Group allows KMP to salary sacrifice superannuation for additional benefits (on a total cost basis). Remuneration levels are reviewed annually by the Remuneration and Nomination Committee through a process that considers individual and overall performance of the Group. In addition, external consultants may provide analysis and advice to ensure the key management personnel’s remuneration is competitive in the market place, as required. No external consultants were utilised during the current financial year. Performance-Linked Remuneration Performance linked remuneration includes both long-term and short term incentives and is designed to reward key management personnel for meeting or exceeding their objectives. Short-term incentives Each year the Managing Director reviews the performance of the KMPs and makes recommendations to the Remuneration and Nomination Committee in relation to the awarding of any short-term incentives. In addition, the Remuneration and Nomination Committee assess the actual performance of the Group, the separate departments and the individuals’ personal performance. A cash bonus may be recommended at the discretion of the Remuneration and Nomination Committee where Group and department objectives have been met or exceeded. The Remuneration and Nomination Committee recommends the cash incentive to be paid to the Managing Director for approval by the Board. No such bonuses have been recommended this year. Long-term incentives Options are issued under the Regis Resources Limited 2008 Share Option Plan (the “Plan”). The objective of the Plan is to link the achievement of the Group’s operational targets with the remuneration received by the key management personnel charged with meeting those targets. The total potential long-term incentive available is set at a level so as to provide sufficient incentive to the KMP to achieve the operational targets such that the cost to the Group is reasonable in the circumstances. The Plan provides for key management personnel and employees to receive a set amount of options over ordinary shares for no consideration. The ability to exercise the options is conditional upon the employee remaining with the Group throughout the vesting period. There are no other performance criteria that must be met. 39 REGIS RESOURCES ANNUAL REPORT // 2015Service Contracts The Group has entered into service contracts with each KMP. The service contract outlines the components of remuneration paid to each key management person but does not prescribe how remuneration levels are modified year to year. Remuneration levels are reviewed each year to take into account cost-of-living changes, any change in the scope of the role performed by the key management person and any changes required to meet the principles of the remuneration policy. No service contract specifies a term of employment or entitlement to performance based incentives, except as detailed below for the Managing Director. Mr Mark Clark, the Company’s Managing Director, is employed under a fixed term contract, with the following significant terms: An initial term of 3 years from 4 May 2009, which has undergone a further three year extension from 4 May 2015; Fixed remuneration of $550,000 per annum (2014: $550,000) subject to annual review; and Opportunity to earn a performance based bonus determined by the Company. During and since the end of the financial year, the Board completed its annual review of the Managing Director’s remuneration and decided to increase the fixed remuneration component to $650,000 per annum effective from 1 July 2015. The Managing Director’s termination provisions are as follows: Employer initiated termination: - without reason - with reason Notice Period Payment in Lieu of Notice Entitlement to Options on Termination 3 months plus 9 months’ salary Not less than 3 months 12 months Not less than 3 months 1 month to exercise, extendable at Board discretion - serious misconduct 0 – 1 month 0 – 1 month Employee initiated termination 3 months Not specified As above Change of control 1 month plus 12 months’ salary Not specified As above Mr Paul Thomas, the Company’s Chief Operating Officer, is employed under a contract with the following termination provisions: Notice Period Payment in Lieu of Notice Employer initiated termination: - with or without reason 3 months Up to 3 months - serious misconduct 0 – 1 month 0 – 1 month Entitlement to Options on Termination 1 month to exercise, extendable at Board discretion Employee initiated termination 3 months Not specified As above Change of control 1 month plus 12 months’ salary Not specified As above Mr Kim Massey, the Company’s Chief Financial Officer and Company Secretary is entitled to 1 months’ notice plus 12 months’ salary in the event of a change of control. 40 REGIS RESOURCES ANNUAL REPORT // 2015Non-Executive Directors Total remuneration for all non-executive directors, last voted upon by shareholders at the 2011 AGM, is not to exceed $500,000 per annum. At the date of this report, total non-executive directors’ base fees are $414,000 per annum. Non-executive directors’ fees cover all main board activities and membership of board committees. Non-executive directors do not receive performance-related compensation and are not provided with any retirement benefits, apart from statutory superannuation. From time to time, non- executive directors may provide consulting services to the Company and in these cases they are paid consulting fees in line with industry rates. Subsequent to the end of the financial year, the Board completed its review of the non-executive directors’ base fees and decided to make no changes. Key Management Personnel Remuneration TABLE 1: REMUNERATION FOR THE YEAR ENDED 30 JUNE 2015 Short Term Post Employment Share-based Payment Salary & Fees $ Non- Monetary Benefits* $ Superannuation $ Options $ Termination Payments $ Total $ Performance Related % 550,000 73,000 73,000 110,000 85,000 73,000 295,000 321,667 310,833 400,000 5,112 - - - - - 5,112 5,112 5,112 5,112 2,291,500 25,560 52,250 6,935 6,935 10,450 8,075 6,935 28,025 30,558 29,529 38,000 217,692 - - - - - - 53,326 71,099 71,099 416,078 611,602 - - - - - - - - - - - 607,362 79,935 79,935 120,450 93,075 79,935 381,463 428,436 416,573 859,190 3,146,354 - - - - - - 13.98% 16.60% 17.07% 48.43% 2015 Directors M Clark G Evans F Fergusson N Giorgetta R Kestel M Okeby Other KMP J Balkau M Evans K Massey P Thomas Total * Non-monetary benefits are presented at actual cost plus any fringe benefits tax paid or payable by the Group. 41 REGIS RESOURCES ANNUAL REPORT // 2015TABLE 2: REMUNERATION FOR THE YEAR ENDED 30 JUNE 2014 Short Term Post Employment Share-based Payment 2014 Directors M Clark M Hart(i) G Evans(ii) F Fergusson(iii) N Giorgetta R Kestel M Okeby Other KMP J Balkau M Evans T Hinkley(iv) K Massey P Thomas(v) B Wyatt(iv) Salary & Fees $ Non- Monetary Benefits* $ Superannuation $ Options $ Termination Payments $ Total $ Performance Related % 550,000 356,667 18,250 51,708 110,000 85,000 73,000 295,000 305,000 225,000 290,000 100,000 225,000 4,853 3,640 - - - - - 4,853 4,853 - 4,853 1,213 - 50,875 32,992 1,688 4,783 10,175 7,863 6,753 27,288 28,212 20,813 26,825 9,250 20,813 - - - - - - - 36,808 49,077 36,808 51,282 - 212,503 386,478 - 233,910 - - - - - - - - - - - 605,728 627,209 19,938 56,491 120,175 92,863 79,753 363,949 387,142 282,621 372,960 110,463 458,316 233,910 3,577,608 - - - - - - - 10.11% 12.68% 13.02% 13.75% - 46.37% Total 2,684,625 24,265 248,330 * Non-monetary benefits are presented at actual cost plus any fringe benefits tax paid or payable by the Group. (i) Mr Hart resigned from his position as Operations Director on 25 February 2014. (ii) Mr G Evans was appointed as Non-Executive Director on 1 April 2014. (iii) Mr Fergusson was appointed as Non-Executive Director on 14 October 2013. (iv) Due to a senior management restructure on 1 April 2014, Mr Hinkley and Mr Wyatt ceased to be classified as KMPs. (v) Mr Thomas commenced with the Company on 1 April 2014 in the role of Chief Operating Officer. TABLE 3: COMPENSATION OPTIONS - GRANTED AND VESTED DURING THE YEAR Granted Terms & Conditions for each Grant Vested No. Grant date Fair value per option at grant date Exercise price per option Expiry date First exercise date Last exercise date % Vested during the year No. 2015 Other KMP P Thomas 1,500,000 12 Sep 14 $0.8710 $1.55 12 Sep 17 12 Sep 16 12 Sep 17 Total 1,500,000 0% - - 42 REGIS RESOURCES ANNUAL REPORT // 2015TABLE 4: VALUE OF OPTIONS AWARDED, EXERCISED AND LAPSED DURING THE YEAR Value of options granted during the year $ Value of options exercised during the year $ Value of options lapsed during the year $ - - - 1,306,500 1,306,500 - - - - - - - - - - Remuneration consisting of share options for the year % 13.98% 16.60% 17.07% 48.43% 2015 Other KMP J Balkau M Evans K Massey P Thomas Total There were no options exercised by KMPs during the year. No options were forfeited during the current or prior year due to performance criteria not being achieved. There have been no alterations to the terms and conditions of options awarded as remuneration since their award date. TABLE 5: OPTION HOLDINGS OF KEY MANAGEMENT PERSONNEL The movement during the reporting period, by number of options over ordinary shares in Regis Resources Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: Held at start of period 1 July 2014 Granted as remuneration Options exercised Net change other Held at end of period 30 June 2015 Total Exercisable Not exercisable Vested at 30 June 2015 Other KMP J Balkau M Evans K Massey P Thomas Total 75,000 100,000 100,000 - - - - 1,500,000 275,000 1,500,000 - - - - - - - - - - 75,000 100,000 100,000 1,500,000 1,775,000 - - - - - - - - - - - - - - - 43 REGIS RESOURCES ANNUAL REPORT // 2015TABLE 6: SHAREHOLDINGS OF KEY MANAGEMENT PERSONNEL The movement during the reporting period in the number of ordinary shares in Regis Resources Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: Directors N Giorgetta M Clark G Evans F Fergusson M Okeby Other KMP J Balkau M Evans K Massey P Thomas Total Held at 1 July 2014 On exercise of options Net change other Held at 30 June 2015 21,529,671 9,460,000 3,507,815 5,003,957 1,200,000 1,525,464 863,188 161,049 - 43,251,144 - - - - - - - - - - (5,000,000) - - - - - (161,481) - 80,000 16,529,671 9,460,000 3,507,815 5,003,957 1,200,000 1,525,464 701,707 161,049 80,000 (5,081,481) 38,169,663 “Net change other” relates to on-market purchases and sales of shares. All equity transactions with KMP other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the Group would have adopted if dealing at arm’s length. LOANS TO KEY MANAGEMENT PERSONNEL AND THEIR RELATED PARTIES There were no loans made to any director, key management personnel and/or their related parties during the current or prior years. OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL Other than the ordinary accrual of personnel expenses at balance date, there are no other amounts receivable from and payable to key management personnel and their related parties. Signed in accordance with a resolution of the directors. Mr Mark Clark Managing Director Perth, 15 September 2015 44 REGIS RESOURCES ANNUAL REPORT // 2015Auditor’s Indepencence Declaration 45 REGIS RESOURCES ANNUAL REPORT // 2015CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME CONSOLIDATED BALANCE SHEET CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONSOLIDATED STATEMENT OF CASH FLOWS NOTES TO THE FINANCIAL STATEMENTS DIRECTOR’S DECLARATION INDEPENDENT AUDITOR’S REPORT TENEMENT INFORMATION ASX ADDITIONAL INFORMATION Financial statements 46 REGIS RESOURCES ANNUAL REPORT // 2015Consolidated Statement of Comprehensive Income For the year ended 30 June 2015 Revenue Cost of goods sold Gross profit Other income Investor and corporate costs Personnel costs Share-based payment expense Occupancy costs Other corporate administrative expenses Impairment of non-current assets Other expenses Finance costs Profit/(loss) before tax Income tax (expense)/benefit Profit/(loss) from continuing operations Other comprehensive income Other comprehensive income for the period, net of tax Total comprehensive income for the period NOTE 2 3 2 22 15 3 18 5 Consolidated 2015 $’000 465,320 (329,611) 135,709 2,452 (1,129) (4,825) (1,959) (524) (550) (47) (738) (3,365) 125,024 (38,104) 86,920 - - 2014 $’000 371,933 (284,316) 87,617 3,514 (1,271) (3,737) (2,519) (513) (733) (289,572) (174) (2,696) (210,084) 62,254 (147,830) - - Profit/(loss) attributable to members of the parent 86,920 (147,830) Total comprehensive income/(loss) attributable to members of the parent 86,920 (147,830) Basic earnings/(loss) per share attributable to ordinary equity holders of the parent (cents per share) Diluted earnings/(loss) per share attributable to ordinary equity holders of the parent (cents per share) 4 4 17.39 17.39 (29.68) (29.68) The above statement of comprehensive income should be read in conjunction with the accompanying notes. 47 REGIS RESOURCES ANNUAL REPORT // 2015Consolidated Balance Sheet As at 30 June 2015 Consolidated NOTE 2015 $’000 2014 $’000 Current assets Cash and cash equivalents Gold bullion awaiting settlement Receivables Current tax assets Inventories Financial assets held-to-maturity Other current assets Total current assets Non-current assets Inventories Property, plant and equipment Exploration and evaluation assets Mine properties under development Mine properties Deferred tax assets Total non-current assets Total assets Current liabilities Trade and other payables Interest-bearing liabilities Income tax payable Provisions Total current liabilities Non-current liabilities Interest-bearing liabilities Deferred tax liabilities Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Share option reserve Accumulated losses Total equity 7 8 9 10 10 11 12 13 14 21 16 18 17 18 21 17 20 The above balance sheet should be read in conjunction with the accompanying notes. 51,781 12,710 4,732 - 30,818 152 939 101,132 21,377 208,959 118,779 68 65,874 - 415,057 516,189 36,104 787 3,522 3,622 44,035 21,420 1,140 39,621 62,181 106,216 6,615 7,605 3,863 27,080 43,045 148 1,242 89,598 - 212,020 105,788 14,235 38,668 6,363 377,074 466,672 59,825 5,714 - 3,288 68,827 34,286 - 42,499 76,785 145,612 409,973 321,060 431,338 18,510 (39,875) 409,973 431,304 16,551 (126,795) 321,060 48 REGIS RESOURCES ANNUAL REPORT // 2015Consolidated Statement of Changes in Equity For the year ended 30 June 2015 Consolidated ISSUED CAPITAL $’000 SHARE OPTION RESERVE $’000 RETAINED PROFITS/ (ACCUMULATED LOSSES) $’000 TOTAL EQUITY $’000 431,304 16,551 At 1 July 2014 Profit for the period Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners: Share-based payments expense Shares issued, net of transaction costs At 30 June 2015 At 1 July 2013 Loss for the period Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners: Share-based payments expense Dividends paid Shares issued, net of transaction costs At 30 June 2014 - - - - 34 431,338 428,358 - - - - - 2,946 431,304 - - - 1,959 - 18,510 14,032 - - - 2,519 - - (126,795) 86,920 - 86,920 - - 321,060 86,920 - 86,920 1,959 34 (39,875) 409,973 95,706 (147,830) - 538,096 (147,830) - (147,830) (147,830) - (74,671) - 2,519 (74,671) 2,946 321,060 16,551 (126,795) The above statement of changes in equity should be read in conjunction with the accompanying notes. 49 REGIS RESOURCES ANNUAL REPORT // 2015Consolidated Statement of Cash Flows For the year ended 30 June 2015 Consolidated NOTE 2015 $’000 2014 $’000 Cash flows from operating activities Receipts from gold sales Payments to suppliers and employees Option premium income Interest received Interest paid Proceeds from rental income Income tax paid Other income 459,750 (316,314) 75 458 (2,024) 10 - - Net cash from operating activities 7 141,955 Cash flows from investing activities Acquisition of property, plant and equipment Payments for exploration and evaluation (net of rent refunds) Payments for exploration assets (net of cash) Payments for held-to-maturity investments Proceeds on disposal of held-to-maturity investments Payments for mine properties under development Payments for mine properties Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares Payment of transaction costs Payment of dividends Proceeds from borrowings Repayment of finance lease Repayment of borrowings Net cash used in financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 July Cash and cash equivalents at 30 June 7 The above statement of cash flows should be read in conjunction with the accompanying notes. (19,257) (10,292) (1,557) (4) - (1,800) (43,855) (76,765) 37 (3) - - (58) (20,000) (20,024) 45,166 6,615 51,781 385,542 (232,142) 2,949 862 (1,604) 10 (32,009) 555 124,163 (21,709) (13,881) (50) (5) 10 (77,992) (33,407) (147,034) 3,020 (73) (74,671) 39,990 - - (31,734) (54,605) 61,220 6,615 50 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements 51 REGIS RESOURCES ANNUAL REPORT // 2015Basis of preparation . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Performance for the year . . . . . . . . . . . . . . . . . . . . . . 55 1. SEGMENT INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .55 2. REVENUE AND OTHER INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 3. 4. EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .57 EARNINGS PER SHARE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59 5. CURRENT INCOME TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 6. DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 7. CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Operating assets and liabilities . . . . . . . . . . . . . . . . . . 62 8. GOLD BULLION AWAITING SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . .62 9. RECEIVABLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62 10. INVENTORIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63 11. PROPERTY, PLANT AND EQUIPMENT . . . . . . . . . . . . . . . . . . . . . . . . . .64 12. EXPLORATION AND EVALUATION ASSETS . . . . . . . . . . . . . . . . . . . . . .65 13. MINE PROPERTIES UNDER DEVELOPMENT . . . . . . . . . . . . . . . . . . . . 66 14. MINE PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .67 15. IMPAIRMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 16. TRADE AND OTHER PAYABLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .69 17. PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .69 Capital structure and finance costs . . . . . . . . . . . . . . . 71 18. NET DEBT AND FINANCE COSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 19. FINANCIAL RISK MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 20. ISSUED CAPITAL AND RESERVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .75 Other disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 21. DEFERRED INCOME TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .76 22. SHARE-BASED PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 23. RELATED PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .79 24. PARENT ENTITY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 25. COMMITMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 26. CONTINGENCIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .81 27. AUDITOR’S REMUNERATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .81 28. SUBSEQUENT EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .82 29. NEW ACCOUNTING STANDARDS AND INTERPRETATIONS . . . . . . . . . .82 52 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements Basis of preparation 30 June 2015 Basis of preparation Regis Resources Limited (“Regis” or the “Company”) is a for profit company limited by shares, incorporated and domiciled in Australia, whose shares are publicly traded on the Australian Securities Exchange. Its registered office and principal place of business is: Regis Resources Limited Level 1 1 Alvan Street Subiaco WA 6008 A description of the nature of operations and principal activities of Regis and its subsidiaries (collectively, the “Group”) is included in the Directors’ Report, which is not part of these financial statements. The financial statements were authorised for issue in accordance with a resolution of the directors on 15 September 2015. The financial report is a general purpose financial report which: has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB); has been prepared on a historical cost basis except for assets and liabilities and share-based payments which are required to be measured at fair value. The basis of measurement is discussed further in the individual notes; is presented in Australian dollars with all values rounded to the nearest thousand dollars ($’000) unless otherwise stated, in accordance with ASIC Class Order 98/100; presents reclassified comparative information where required for consistency with the current year’s presentation; adopts all new and amended Accounting Standards and Interpretations issued by the AASB that are relevant to the operations of the Group and effective for reporting periods beginning on or after 1 July 2014. Refer to note 29 for further details; does not early adopt any Accounting Standards and Interpretations that have been issued or amended but are not yet effective. Refer to note 29 for further details. PRINCIPLES OF CONSOLIDATION The consolidated financial statements comprise the financial statements of the Group. A list of controlled entities (subsidiaries) at year end is contained in note 23. The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profits and losses resulting from intra- group transactions have been eliminated. Subsidiaries are consolidated from the date on which control is obtained to the date on which control is disposed. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. FOREIGN CURRENCIES Both the functional currency of each entity within the Group and the Group’s presentation currency is Australian dollars. Transactions in foreign currencies are initially recorded in Australian dollars at the exchange rate on that day. Foreign currency monetary assets and liabilities are translated to Australian dollars at the reporting date exchange rate. Foreign currency gains and losses are generally recognised in profit or loss. OTHER ACCOUNTING POLICIES Significant and other accounting policies that summarise the measurement basis used and are relevant to an understanding of the financial statements are provided throughout the notes to the financial statements. Where possible, wording has been simplified to provide clearer commentary on the financial report of the Group. Accounting policies determined non-significant are not included in the financial statements. There have been no changes to the Group’s accounting policies that are no longer disclosed in the financial statements. KEY ESTIMATES AND JUDGEMENTS In the process of applying the Group’s accounting policies, management has made a number of judgements and applied estimates of future events. Judgements and estimates which are material to the financial report are found in the following notes. Note 3 Expenses Note 10 Inventories Page 57 Page 63 Note 12 Exploration and evaluation assets Page 65 Note 14 Mine properties Note 15 Impairment Note 17 Provisions Note 21 Deferred income tax Note 22 Share-based payments Page 67 Page 68 Page 69 Page 76 Page 77 53 REGIS RESOURCES ANNUAL REPORT // 2015THE NOTES TO THE FINANCIAL STATEMENTS The notes include information which is required to understand the financial statements and is material and relevant to the operations and the financial position and performance of the Group. Information is considered relevant and material if, for example: the amount is significant due to its size or nature; the amount is important for understanding the results of the Group; it helps to explain the impact of significant changes in the Group’s business; or it relates to an aspect of the Group’s operations that is important to its future performance. The notes are organised into the following sections: Performance for the year; Operating assets and liabilities; Capital structure and finance costs; Other disclosures. A brief explanation is included under each section. 54 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements Performance for the year 30 June 2015 Performance for the year This section focuses on the results and performance of the Group. This covers both profitability and the resultant return to shareholders via earnings per share combined with cash generation and the return of cash to shareholders via dividends. 1. SEGMENT INFORMATION Operating segments are reported in a manner that is consistent with the internal reporting provided to the Managing Director and his executive management team (the chief operating decision makers). The Group has two reportable segments which comprise the Duketon Gold Project; being the Moolart Well Gold Mine and the Garden Well Gold Mine, which incorporates Rosemont. The segments are unchanged from those reported at 30 June 2014. Unallocated items comprise corporate administrative costs, exploration and evaluation assets relating to areas of interest where an economically recoverable reserve is yet to be delineated, interest revenue, finance costs and income tax assets and liabilities. Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, conduct exploration and evaluation activities and develop mine properties. The following table presents financial information for reportable segments for the years ended 30 June 2015 and 30 June 2014: Moolart Well Gold Mine Garden Well Gold Mine Unallocated Total 2015 $’000 2014 $’000 2015 $’000 2014 $’000 2015 $’000 2014 $’000 2015 $’000 2014 $’000 Continuing Operations Segment revenue Sales to external customers 144,400 154,056 320,454 217,176 Other revenue - - - - Total segment revenue 144,400 154,056 320,454 217,176 Total revenue per the statement of comprehensive income - 466 466 - 464,854 371,232 701 701 466 701 465,320 371,933 465,320 371,933 Interest expense Impairment of non-current assets - - - - - - - 1,677 1,351 1,677 1,351 205,559 47 84,013 47 289,572 Depreciation and amortisation 24,612 26,085 28,776 33,284 229 223 53,617 59,592 Depreciation capitalised Total depreciation and amortisation recognised in the statement of comprehensive income (87) (111) 53,530 59,481 Segment result Segment net operating profit/(loss) before tax Segment assets 54,528 63,220 81,564 (182,668) (11,068) (90,636) 125,024 (210,084) Segment assets at balance date 62,849 80,045 261,408 219,552 191,932 167,075 516,189 466,672 Capital expenditure for the year 6,650 14,025 57,596 122,142 13,059 21,574 77,305 157,741 55 REGIS RESOURCES ANNUAL REPORT // 20152. REVENUE AND OTHER INCOME Accounting Policies GOLD SALES Revenue is recognised and measured at the fair value of the consideration received or receivable, when the amount of revenue can be reliably measured and it is probable that future economic benefits will flow to the Group. The specific recognition criteria for the Group’s gold sales is upon dispatch of the gold bullion from the mine site as this is the point at which the significant risks and rewards of ownership and control of the product passes to the customer. Adjustments are made for variations in gold price, assay and weight between the time of dispatch and the time of final settlement. INTEREST Interest income is recognised as it accrues using the effective interest method. Revenue Gold sales Interest Consolidated 2015 $’000 464,854 466 465,320 2014 $’000 371,232 701 371,933 Gold forward contracts As part of the risk management policy of the Group and in compliance with the conditions required by the Group’s financier, the Group enters into gold forward contracts to manage the gold price of a proportion of anticipated gold sales. The counterparty to the gold forward contracts is Macquarie Bank Limited (“MBL”). It is management’s intention to settle each contract through physical delivery of gold and as such, the gold forward sale contracts disclosed below do not meet the criteria of financial instruments for accounting purposes. This is referred to as the “normal purchase/sale” exemption. Accordingly, the contracts will be accounted for as sale contracts with revenue recognised once the gold has been delivered to MBL or its agent. Gold for physical delivery Contracted gold sale price Value of committed sales Mark-to- market(i) 2015 ounces 2014 ounces 2015 $/oz 2014 $/oz 2015 $’000 2014 $’000 2015 $’000 2014 $’000 Within one year - Spot contracts - Spot deferred contracts(ii) - Fixed forward contracts - Fixed forward contracts Between one and five years - 20,000 - 1,400.00 - 28,000 135,197 45,834 20,000 47,724 22,917 1,436.50 1,419.68 194,210 1,402.50 1,402.35 24,000 1,453.50 1,460.25 64,275 29,070 67,753 32,138 35,046 - (11,310) (6,263) (1,723) - Fixed forward contracts - 45,834 - 1,402.35 - 64,275 - - Fixed forward contracts 80,000 100,000 1,453.50 1,453.50 116,280 145,350 (9,316) (156) 566 (832) 921 (2,839) (4,279) 281,031 260,475 403,835 372,562 (28,612) (6,619) Mark-to-market has been calculated with reference to the following spot price at period end $1,520/oz $1,408/oz (i) Mark-to-market represents the value of the open contracts at balance date, calculated with reference to the gold spot price at that date. A negative amount reflects a valuation in the counterparty's favour. (ii) The contracted gold sale price disclosed for spot deferred contracts reflects a weighted average of a range of contract prices. The range of prices at the end of the year was from $1,402.35/oz to $1,588.48/oz (2014: $1,400.32/oz to $1,460.25/oz). 56 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements Performance for the year 30 June 2015 // CONTINUED Accounting Policies DERIVATIVES The Group also uses derivative financial instruments such as gold call options to manage the risk associated with commodity price fluctuations. Derivatives are initially recognised at fair value on the date the derivative contract is entered into and are subsequently measured at fair value. The fair value of derivative financial instruments that are traded on an active market is determined using appropriate valuation techniques. Changes in fair value are recognised in the statement of comprehensive income, net of any transaction costs. During the financial year, the Group sold gold call options for 7,000 ounces with a weighted average exercise price of A$1,409/oz (2014: 65,000 ounces at A$1,419/oz). The options expired unexercised and the below gains reflect the premiums received. Other income Realised gain on gold options Rehabilitation provision adjustment Legal settlement Rental income 3. EXPENSES Accounting Policies Consolidated 2015 $’000 2014 $’000 75 2,367 - 10 2,452 2,949 - 555 10 3,514 CASH COSTS OF PRODUCTION Cash costs of production include direct costs incurred for mining, milling, laboratory and mine site administration, net of costs capitalised to pre-strip and production stripping assets. This category also includes movements in the cost of inventory and any net realisable value write downs. Cost of goods sold Cash costs of production Royalties Depreciation of mine plant and equipment Amortisation of mine properties Consolidated 2015 $’000 256,192 20,031 36,710 16,678 329,611 2014 $’000 208,471 16,487 30,415 28,943 284,316 57 REGIS RESOURCES ANNUAL REPORT // 2015DEPRECIATION Depreciation of mine specific plant and equipment and buildings and infrastructure is charged to the statement of comprehensive income on a unit-of-production basis over the economically recoverable reserves of the mine concerned, except in the case of assets whose useful life is shorter than the life of the mine, in which case the straight-line method is used. The unit of account is tonnes of ore milled. Depreciation of non-mine specific plant and equipment is charged to the statement of comprehensive income and exploration and evaluation assets on a straight-line basis over the estimated useful lives of each part of an item of plant and equipment in current and comparative periods as follows: Plant and equipment: 3 - 20 years Fixtures and fittings: 3 - 20 years Leasehold improvements: 10 years Depreciation methods, useful lives and residual values are reviewed at each reporting date. AMORTISATION Mine properties are amortised on a unit-of-production basis over the economically recoverable reserves of the mine concerned. The unit of account is tonnes of ore milled. Depreciation and amortisation Depreciation expense Amortisation expense Less: Amounts capitalised Depreciation and amortisation charged to the statement of comprehensive income Key estimates and assumptions Unit-of-production method of depreciation/amortisation Consolidated 2015 $’000 36,939 16,678 (87) 53,530 2014 $’000 30,649 28,943 (111) 59,481 The Group uses the unit-of-production basis when depreciating/amortising life of mine specific assets which results in a depreciation/amortisation charge proportionate to the depletion of the anticipated remaining life of mine production. Each item’s economic life, which is assessed annually, has due regard for both its physical life limitations and to present assessments of economically recoverable reserves of the mine property at which it is located. These calculations require the use of estimates and assumptions. 58 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements Performance for the year 30 June 2015 // CONTINUED Employee benefits expense Wages and salaries Defined contribution superannuation expense Share-based payments expense Other employee benefits expense Less: Amounts capitalised NOTE 22 Employee benefits expense recognised in the statement of comprehensive income Lease payments and other expenses included in the statement of comprehensive income Minimum lease payments – operating lease Less: Amounts capitalised Recognised in the statement of comprehensive income Other expenses Gold swap fees Non-capital exploration expenditure Loss on disposal of assets Rehabilitation provision adjustment 4. EARNINGS PER SHARE Accounting Policy Consolidated 2015 $’000 2014 $’000 30,347 2,759 1,959 1,893 36,958 (2,627) 34,331 351 (105) 246 151 579 8 - 738 30,945 2,734 2,519 1,990 38,188 (7,861) 30,327 346 (104) 242 124 10 - 40 174 Earnings per share (“EPS”) is the amount of post-tax profit attributable to each share. The Group presents basic and diluted EPS data for ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS takes into account the dilutive effect of all potential ordinary shares, being unlisted employee share options on issue. In the prior year, these potential ordinary shares were not considered dilutive as their exercise would reduce the loss per share. Consolidated 2015 ($’000) 2014 ($’000) Earnings used in calculating EPS Net profit/(loss) attributable to ordinary equity holders of the parent 86,920 (147,830) Weighted average number of shares Issued ordinary shares at 1 July Effect of shares issued Weighted average number of ordinary shares at 30 June Effect of dilution: Share options Weighted average number of ordinary shares adjusted for the effect of dilution NO. SHARES ‘000s NO. SHARES ‘000s 499,744 29 499,773 21 499,794 494,085 3,962 498,047 - 498,047 There have been no transactions involving ordinary shares between the reporting date and the date of completion of these financial statements which would impact on the above EPS calculations. 59 REGIS RESOURCES ANNUAL REPORT // 20155. CURRENT INCOME TAX Accounting Policy CURRENT TAX Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years. The major components of income tax expense are: CURRENT INCOME TAX Current income tax expense Adjustment in respect of income tax of previous years DEFERRED INCOME TAX Relating to the origination and reversal of temporary differences Adjustment in respect of income tax of previous years Income tax expense/(benefit) reported in the statement of comprehensive income A reconciliation between tax expense and the product of accounting profit before tax multiplied by the Group’s applicable income tax rate is as follows: Accounting profit/(loss) before income tax At the Group’s statutory income tax rate of 30% (2014: 30%) Share-based payments Other non-deductible items Adjustment in respect of income tax of previous years Consolidated 2015 $’000 2014 $’000 26,121 4,480 11,976 (4,473) 38,104 125,024 37,507 588 3 6 5,139 (209) (67,406) 222 (62,254) (210,084) (63,025) 756 3 12 Income tax expense/(benefit) reported in the statement of comprehensive income 38,104 (62,254) 6. DIVIDENDS Consolidated 2015 $’000 2014 $’000 Declared and paid during the year: Dividends on ordinary shares Final franked dividend for 2014: nil (2013: 15 cents per share) - 74,671 Proposed by the directors after balance date but not recognised as a liability at 30 June: Dividends on ordinary shares Final dividend for 2015: 6 cents (2014: nil) Dividend franking account Amount of franking credits available to shareholders of Regis Resources Limited for subsequent financial years The ability to utilise the franking credits is dependent upon the ability to declare dividends. 29,987 - - - 60 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements Performance for the year 30 June 2015 // CONTINUED 7. CASH AND CASH EQUIVALENTS Accounting Policy CASH AND CASH EQUIVALENTS Cash and cash equivalents in the balance sheet comprise cash at bank and in hand. Cash at bank earns interest at floating rates based on daily bank deposit rates. At 30 June 2015, the Group had no undrawn, committed borrowing facilities available (2014: $30 million available). Refer to note 18. Consolidated 2015 $’000 2014 $’000 Cash and cash equivalents in the balance sheet and cash flow statement Cash at bank and on hand 51,781 6,615 Restrictions on cash The Group is required to maintain $161,000 on deposit to secure a bank guarantee in relation to the Perth office lease. The amount will be held for the term of the lease. Refer to note 25. Reconciliation of profit/(loss) after income tax to net cash inflow from operating activities Consolidated 2015 $’000 2014 $’000 Net profit/(loss) for the year Adjustments for: Impairment of non-current assets Unwinding of discount on provisions Loss on disposal of assets Share-based payments Rehabilitation provision adjustment Depreciation and amortisation Changes in assets and liabilities (Increase)/decrease in gold bullion awaiting settlement (Increase)/decrease in receivables (Increase)/decrease in inventories (Increase)/decrease in other current assets (Increase)/decrease in current tax assets/income tax payable Increase/(decrease) in trade and other payables Increase/(decrease) in deferred tax liabilities/assets Increase/(decrease) in provisions Net cash from operating activities 86,920 (147,830) 47 1,543 8 1,959 (2,367) 53,530 (5,105) (1,136) (9,150) 272 30,620 (21,750) 7,503 (939) 141,955 289,572 906 - 2,519 - 59,481 14,310 365 (24,621) 186 (27,080) 23,375 (67,184) 164 124,163 NON-CASH FINANCING AND INVESTING ACTIVITIES During the year ended 30 June 2015, the Group entered into a hire purchase arrangement for the acquisition of a Komatsu WA900 loader for the Duketon Gold Project. The amount financed was $2,183,000. Refer to note 18 for further details. This transaction is not reflected in the statement of cash flows. There were no non-cash financing or investing activities in the prior year. 61 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements 30 June 2015 Operating assets and liabilities Operating assets and liabilities This section shows the assets used to generate the Group’s trading performance and the liabilities incurred as a result. Liabilities relating to the Group’s financing activities are addressed in the capital structure and finance costs section on page 71. 8. GOLD BULLION AWAITING SETTLEMENT Accounting Policy Bullion awaiting settlement comprises gold that has been received by the refiner prior to period end but which has not yet been delivered into a sale contract. Bullion awaiting settlement is initially recognised at the expected selling price and adjustments for variations in the gold price are made at the time of final settlement. Due to the short-term nature of the bullion awaiting settlement, the carrying value is assumed to approximate fair value. The maximum exposure to credit risk is the fair value. Current Gold bullion awaiting settlement Consolidated 2015 $’000 2014 $’000 12,710 7,605 At balance date, gold bullion awaiting settlement comprised 8,158 ounces valued at a weighted average realisable value of $1,558/oz (2014: 5,209 ounces at $1,460/oz). 9. RECEIVABLES Accounting Policy Receivables are recognised at fair value and subsequently at the amounts considered receivable (amortised cost). Balances within receivables do not contain impaired assets, are not past due and are expected to be received when due. The Group does not have trade receivables in relation to gold sales. The only material receivables at year end are for GST and fuel tax credits receivable from the Australian Taxation Office and therefore, the Group is not generally exposed to credit risk in relation to its receivables. Due to the short-term nature of these receivables, their carrying value is assumed to approximate fair value. Current GST receivable Fuel tax credit receivable Interest receivable Dividend trust account Other receivables Consolidated 2015 $’000 2014 $’000 2,850 1,364 17 340 161 4,732 2,286 939 10 477 151 3,863 62 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements Operating assets and liabilities 30 June 2015 // CONTINUED 10. INVENTORIES Accounting Policy Gold bullion, gold in circuit and ore stockpiles are physically measured or estimated and valued at the lower of cost and net realisable value. Cost is determined by the weighted average method and comprises direct purchase costs and an appropriate portion of fixed and variable overhead costs, including depreciation and amortisation, incurred in converting ore into gold bullion. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and costs of selling the final product, including royalties. Consumable stores are valued at the lower of cost and net realisable value. The cost of consumable stores is measured on a first-in first-out basis. Inventories expected to be sold (or consumed in the case of stores) within 12 months after the balance sheet date are classified as current assets, all other inventories are classified as non-current. Current Ore stockpiles Gold in circuit Bullion on hand Consumable stores Non-current Ore stockpiles Consolidated 2015 $’000 2014 $’000 11,780 10,168 6,022 2,848 30,818 21,377 20,874 13,721 5,697 2,753 43,045 - During the year ended 30 June 2015, a portion of ore stockpiles were reclassified as non-current as a result of the annual update of life of mine plans. This reflects the expected timing for the conversion to bullion and subsequent sale. At 30 June 2015, all inventory is carried at cost, except for the non-current ore stockpile which is held at net realisable value (2014: $11,337,000 of current ore stockpiles and $4,243,000 of gold in circuit were carried at net realisable value). During the year, $1,810,000 (2014: $13,616,000) was recognised as an expense in costs of goods sold for inventories carried at net realisable value. Key estimates and assumptions Inventories Net realisable value tests are performed at each reporting date and represent the estimated future sales price of the product based on prevailing spot metals process at the reporting date, less estimated costs to complete production and bring the product to sale. Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, the number of contained gold ounces based on assay data, and the estimated recovery percentage. Stockpile tonnages are verified by periodic surveys. 63 REGIS RESOURCES ANNUAL REPORT // 201511. PROPERTY, PLANT AND EQUIPMENT Accounting Policy The value of property, plant and equipment is measured as the cost of the asset, less accumulated depreciation and impairment. The cost of the asset also includes the cost of replacing parts that are eligible for capitalisation, the cost of major inspections and an initial estimate of the cost of dismantling and removing the item from site at the end of its useful life (rehabilitation provisions). Changes in the rehabilitation provisions resulting from changes in the size or timing of the cost or from changes in the discount rate are also recognised as part of the asset cost. DERECOGNITION An item of property, plant and equipment is derecognised when it is sold or otherwise disposed of, or when its use is expected to bring no further economic benefits. Any gain or loss from derecognising the asset (the difference between the proceeds on disposal and the carrying amount of the asset) is included in the income statement in the period the item is derecognised. Consolidated Net carrying amount at 1 July 2014 Additions Depreciation expense Transfers from mine properties under development Transfers between classes Rehabilitation provision adjustments Disposals FREEHOLD LAND LEASEHOLD IMPROVEMENTS PLANT & EQUIPMENT FURNITURE & EQUIPMENT BUILDINGS & INFRASTRUCTURE CAPITAL WIP TOTAL $’000 16,488 - - - - - - $’000 481 - $’000 136,702 8,034 $’000 726 69 $’000 54,026 $’000 $’000 3,597 212,020 3,191 8,052 19,346 (72) (26,142) (188) (10,537) - - - - 14,277 743 (65) (8) - 6 - - 734 529 (406) - - - (1,278) - - (36,939) 15,011 - (471) (8) Net carrying amount at 30 June 2015 16,488 409 133,541 613 47,537 10,371 208,959 At 30 June 2015 Cost Accumulated depreciation Net carrying amount Net carrying amount at 1 July 2013 Additions Depreciation expense Transfers from mine properties under development Transfers between classes Rehabilitation provision adjustments 16,488 - 16,488 5,028 10,294 - - 1,166 - 721 213,694 (312) (80,153) 409 133,541 518 4 (71) - 30 - 111,197 7,151 (21,366) 41,924 358 (2,562) Net carrying amount at 30 June 2014 16,488 481 136,702 At 1 July 2013 Cost Accumulated depreciation Net carrying amount At 30 June 2014 Cost 5,028 - 5,028 687 146,443 (169) (35,246) 518 111,197 16,488 721 191,393 Accumulated depreciation - (240) (54,691) Net carrying amount 16,488 481 136,702 1,432 (819) 613 357 246 (162) - 285 - 726 826 (469) 357 1,357 (631) 726 76,187 10,371 318,893 (28,650) - (109,934) 47,537 10,371 208,959 44,389 2,998 (9,050) 10,832 2,716 2,141 4,697 166,186 3,455 24,148 - - (4,555) (30,649) 52,756 - - (421) 54,026 3,597 212,020 59,207 (14,818) 4,697 216,888 - (50,702) 44,389 4,697 166,186 74,309 (20,283) 3,597 287,865 - (75,845) 54,026 3,597 212,020 64 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements Operating assets and liabilities 30 June 2015 // CONTINUED 12. EXPLORATION AND EVALUATION ASSETS Accounting Policy Exploration and evaluation expenditure is accumulated on an area of interest basis. Exploration and evaluation assets include the costs of acquiring licences, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Expenditure is carried forward when incurred in areas for which the Group has rights of tenure and where economic mineralisation is indicated, but activities have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing. Costs incurred before the Group has obtained the legal rights to explore an area are recognised in the statement of comprehensive income. Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mine properties under development. No amortisation is charged during the exploration and evaluation phase. Reconciliation of movements during the year Balance at 1 July Expenditure for the period Acquisition of tenements Impairment Transferred to mine properties Balance at 30 June Consolidated NOTE 2015 $’000 105,788 11,394 1,644 (47) - 118,779 15 14 2014 $’000 204,644 11,083 50 (84,013) (25,976) 105,788 ACQUISITION OF TENEMENTS During the year, the Group purchased the Gloster Gold deposit from a private individual for $1.5 million (paid in cash) and a gross royalty of $10 per ounce to be paid on any gold production from these licences (indexed to the gold price where the gold price exceeds $1,500 per ounce). IMPAIRMENT Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units (“CGUs”) to which the exploration activity relates. The CGU is not larger than the area of interest. Carrying value by area of interest Moolart Well CGU Garden Well CGU Duketon Gold Project satellite deposits Regional WA exploration McPhillamys 9,719 1,931 11,912 4,367 90,850 118,779 8,062 49 6,148 1,507 90,022 105,788 65 REGIS RESOURCES ANNUAL REPORT // 2015Key estimates and assumptions Impairment of exploration and evaluation assets The future recoverability of capitalised exploration and evaluation expenditure is dependent upon a number of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale. Factors that could impact future recoverability include the level of reserves and resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which the determination is made. Exploration expenditure commitments Exploration expenditure commitments represent tenement rentals and expenditure requirements that may be required to be met under the relevant legislation should the Group wish to retain tenure on all current tenements in which the Group has an interest. The terms and conditions under which the Group retains title to its various mining tenements oblige it to meet tenement rentals and minimum levels of exploration expenditure as gazetted by the Western Australian and New South Wales state governments, as well as local government rates and taxes. The exploration commitments of the Group not provided for in the consolidated financial statements and payable are as follows: Within one year Consolidated 2015 $’000 2,255 2014 $’000 2,917 The tenement commitments shown above represent the minimum required to be spent on all granted tenements as at reporting date. Actual expenditure will vary as a result of ongoing management of the tenement portfolio including reductions and relinquishment of tenements not considered prospective, in whole or in part. Tenement commitments are shown gross of exemptions that are likely to be available in the ordinary course of business as the financial impact of potential exemptions cannot be measured reliably in advance. 13. MINE PROPERTIES UNDER DEVELOPMENT Accounting Policy Mine properties under development represents the costs incurred in preparing mines for production and includes plant and equipment under construction and operating costs incurred before production commences. These costs are capitalised to the extent they are expected to be recouped through the successful exploitation of the related mining leases. Once production commences, these costs are transferred to property, plant and equipment and mine properties, as relevant, and are depreciated and amortised using the units-of-production method based on the estimated economically recoverable reserves to which they relate or are written off if the mine property is abandoned. Balance at beginning of period Pre-production expenditure capitalised Construction expenditure Transferred to property, plant and equipment Transferred to mine properties Balance at end of period Consolidated 2015 $’000 14,235 68 776 (15,011) - 68 2014 $’000 62,301 21,488 32,134 (52,756) (48,932) 14,235 66 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements Operating assets and liabilities 30 June 2015 // CONTINUED 14. MINE PROPERTIES Accounting Policies OTHER MINE PROPERTIES Other mine properties represents expenditure in respect of exploration, evaluation, feasibility and pre-production operating costs incurred by the Group previously accumulated and carried forward in mine properties under development in relation to areas of interest in which mining has now commenced. Other mine properties are stated at cost, less accumulated amortisation and accumulated impairment losses. Other mine properties are amortised on a unit-of-production basis over the economically recoverable reserves of the mine concerned. The unit of account is tonnes of ore milled. PRE-STRIP COSTS In open pit mining operations, it is necessary to remove overburden and waste materials to access the ore. This process is referred to as stripping and the Group capitalises stripping costs incurred during the development of a mine (or pit) as part of the investment in constructing the mine (“pre-strip”). These costs are subsequently amortised over the life of mine on a units of production basis, where the unit of account is tonnes of ore milled. PRODUCTION STRIPPING COSTS Once access to the ore is attained, all waste that is removed from that point forward is considered production stripping activity. The amount of production stripping costs deferred is based on the extent to which the current period cost per tonne of ore mined exceeds the expected cost per tonne for the life of the identified component. A component is defined as a specific volume of the ore body that is made more accessible by the stripping activity, and is identified based on the mine plan. The production stripping asset is initially measured at cost, which is the accumulation of costs directly incurred to perform the stripping activity that improves access to the identified component of the ore body. The production stripping asset is then carried at cost less accumulated amortisation and any impairment losses. The production stripping asset is amortised over the expected useful life of the identified component (determined based on economically recoverable reserves), on a unit of production basis. The unit of account is tonnes of ore mined. Net carrying amount at 1 July 2014 Additions Rehabilitation provision adjustment Amortisation expense Net carrying amount at 30 June 2015 At 30 June 2015 Cost Accumulated amortisation Net carrying amount Net carrying amount at 1 July 2013 Additions Amortisation expense Transfers from mine properties under development Transfers from exploration and evaluation expenditure Impairment expense Net carrying amount at 30 June 2014 Consolidated PRODUCTION STRIPPING COSTS $’000 PRE-STRIP COSTS $’000 OTHER MINE PROPERTIES $’000 8,103 16,231 - (3,870) 20,464 31,322 (10,858) 20,464 8,122 12,578 (2,768) 4,221 - 11,434 27,317 - (7,088) 31,663 45,541 (13,878) 31,663 54,440 36,152 (14,758) 35,748 - (14,050) (100,148) 8,103 11,434 19,131 529 (193) (5,720) 13,747 50,051 (36,304) 13,747 66,861 20,109 (11,417) 8,963 25,976 (91,361) 19,131 TOTAL $’000 38,668 44,077 (193) (16,678) 65,874 126,914 (61,040) 65,874 129,423 68,839 (28,943) 48,932 25,976 (205,559) 38,668 67 REGIS RESOURCES ANNUAL REPORT // 2015Consolidated PRODUCTION STRIPPING COSTS $’000 PRE-STRIP COSTS $’000 OTHER MINE PROPERTIES $’000 15,091 (6,988) 8,103 12,573 (4,451) 8,122 18,224 (6,790) 11,434 62,870 (8,430) 54,440 49,715 (30,584) 19,131 96,147 (29,286) 66,861 TOTAL $’000 83,030 (44,362) 38,668 171,590 (42,167) 129,423 At 30 June 2014 Cost Accumulated amortisation Net carrying amount At 1 July 2013 Cost Accumulated amortisation Net carrying amount Key estimates and assumptions Production stripping costs The Group capitalises mining costs incurred during the production stage of its operations in accordance with the accounting policy described above. The identification of specific components will vary between mines as a result of both the geological characteristics and location of the ore body. The financial considerations of the mining operations may also impact the identification and designation of a component. The expected cost per tonne is a function of an individual mine’s design and therefore changes to that design will generally result in changes to the expected cost. Changes in other technical or economic parameters that impact reserves will also have an impact on the expected costs per tonne for each identified component. Changes in the expected cost per tonne are accounted for prospectively from the date of change. 15. IMPAIRMENT Accounting policy At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount. The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairment losses are reversed when there is an indication that the impairment loss may no longer exist and there has been a change in the estimate used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Total impairment losses recognised in the statement of comprehensive income for the year were as follows: Exploration and evaluation assets Mine properties Consolidated 2015 $’000 47 - 47 2014 $’000 84,013 205,559 289,572 NOTE 12 14 68 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements Operating assets and liabilities 30 June 2015 // CONTINUED EXPLORATION AND EVALUATION ASSETS An impairment loss of $47,000 (2014: $608,000) has been recognised in relation to tenements that were surrendered, relinquished or expired during the year. There were no other indicators of impairment identified. Key judgements Determination of mineral resources and ore reserves The determination of mineral resources and ore reserves impacts the accounting for asset carrying values. The Group estimates its mineral resources and ore reserves in accordance with the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2012 (the “JORC” Code). The information on mineral resources and ore reserves was prepared by or under the supervision of Competent Persons as defined in the JORC Code. The amounts presented are based on the mineral resources and ore reserves determined under the JORC Code. There are numerous uncertainties inherent in estimating mineral resources and ore reserves, and assumptions that are valid at the time of estimation may change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and may ultimately result in reserves being restated. 16. TRADE AND OTHER PAYABLES Accounting Policies TRADE PAYABLES Trade and other payables are recognised at the value of the invoice received from a supplier. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and generally paid within 30 days of recognition. EMPLOYEE ENTITLEMENTS A liability is recognised for the amount expected to be paid to an employee for annual leave they are presently entitled to as a result of past service. The liability includes allowances for on-costs such as superannuation and payroll taxes, as well as any future salary and wage increases that the employee may be reasonably entitled to. Current Trade payables Accrued expenses Employee entitlements – annual leave payable Other payables 17. PROVISIONS Accounting Policies Consolidated 2015 $’000 2014 $’000 11,813 15,710 2,429 6,152 36,104 31,998 20,707 2,282 4,838 59,825 Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost. Refer to note 18. SITE REHABILITATION In accordance with the Group’s published environmental policy and applicable legal requirements, a provision for site rehabilitation is recognised in respect of the estimated cost of rehabilitation and restoration of the areas disturbed by mining activities up to the reporting date, but not yet rehabilitated. 69 REGIS RESOURCES ANNUAL REPORT // 2015When the liability is initially recorded, the estimated cost is capitalised by increasing the carrying amount of the related mining assets. At each reporting date the site rehabilitation provision is re-measured to reflect any changes in discount rates and timing or amounts to be incurred. Additional disturbances or changes in rehabilitation costs will be recognised as additions or changes to the corresponding asset and rehabilitation provision, prospectively from the date of change. For closed sites, or where the carrying value of the related asset has been reduced to nil either through depreciation and amortisation or impairment, changes to estimated costs are recognised immediately in the statement of comprehensive income. LONG SERVICE LEAVE The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service up to reporting date, plus related on costs. The benefit is discounted to determine its present value and the discount rate is the yield at the reporting date on high-quality corporate bonds that have maturity dates approximating the terms of the Group’s obligations Current Dividends payable Rehabilitation Non-current Long service leave Rehabilitation Provision for rehabilitation Balance at 1 July Provisions made during the year Provisions used during the year Provisions re-measured during the year Unwinding of discount Balance at 30 June Consolidated 2015 $’000 2014 $’000 340 3,282 3,622 789 38,832 39,621 44,853 - (1,250) (3,032) 1,543 42,114 477 2,811 3,288 457 42,042 42,499 23,735 20,406 (194) - 906 44,853 Nature and purpose of provision for rehabilitation The nature of rehabilitation activities includes dismantling and removing structures, rehabilitating mines, dismantling operating facilities, closure of plant and waste sites and restoration, reclamation and re-vegetation of affected areas. Typically the obligation arises when the asset is installed at the production location. Key estimates and assumptions Rehabilitation obligations The Group assesses site rehabilitation liabilities annually. The provision recognised is based on an assessment of the estimated cost of closure and reclamation of the areas using internal information concerning environmental issues in the exploration and previously mined areas, together with input from various environmental consultants, discounted to present value. Significant estimation is required in determining the provision for site rehabilitation as there are many factors that may affect the timing and ultimate cost to rehabilitate sites where mining and/or exploration activities have previously taken place. These factors include future development/exploration activity, changes in the cost of goods and services required for restoration activity and changes to the legal and regulatory framework. These factors may result in future actual expenditure differing from the amounts currently provided. 70 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements Capital structure and finance costs 30 June 2015 Capital structure and finance costs This section outlines how the Group manages its capital and related financing costs. The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to provide returns to shareholders and benefits for other stakeholders and to maintain an efficient capital structure to reduce the cost of capital. The Board’s policy in relation to capital management is to regularly and consistently monitor future cash flows against expected expenditures for a rolling period of up to 12 months in advance. The Board determines the Group’s need for additional funding by way of either share issues or loan funds depending on market conditions at the time. The Board defines working capital in such circumstances as its excess liquid funds over liabilities, and defines capital as being the ordinary share capital of the Company, plus retained earnings, reserves and net debt. In order to maintain or adjust the capital structure, the Board may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or reduce debt. There were no changes in the Group’s approach to capital management during the year. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements. 18. NET DEBT AND FINANCE COSTS Accounting Policies LOANS AND BORROWINGS All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. FINANCE LEASES – GROUP AS A LESSEE Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership for the lease item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised as an expense in profit or loss. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term. The carrying amounts of the Group’s current and non-current borrowings approximate their fair value. Current interest-bearing liabilities Secured bank loan Finance lease liability Non-current interest bearing liabilities Secured bank loan Finance lease liability Consolidated NOTE 2015 $’000 2014 $’000 82 705 787 20,000 1,420 21,420 5,714 - 5,714 34,286 - 34,286 Less: cash and cash equivalents 7 (51,781) (6,615) Net (cash)/debt (29,574) 33,385 71 REGIS RESOURCES ANNUAL REPORT // 2015Interest-bearing liabilities SECURED BANK LOAN At balance date, the Group has $20 million (2014: $40 million) outstanding on the secured bank loan provided by Macquarie Bank Limited (“MBL”) which is due for repayment on 30 June 2017. The loan attracts a variable interest rate which ranged between 4.655% and 5.255% in the current year (2014: 5.120% to 6.781%). The debt facility also incorporated a performance bond facility whereby MBL provided performance bonds in relation to statutory environmental obligations on certain tenements and guarantees in relation to office lease commitments. The performance bond facility was closed during the year as the Mine Rehabilitation Fund levy scheme introduced by the Department of Mines and Petroleum removed the requirement for companies to hold performance bonds for rehabilitation obligations. At the prior year end, the performance bond facility limit was $30 million and the amount used was $26,886,000. FINANCE LEASE COMMITMENTS During the current year, the Group entered into a hire purchase agreement for the acquisition of a Komatsu WA900 loader. The agreement incorporates a fixed interest rate of 3.35%, monthly repayments and an expiry date of 29 May 2018. Ownership of the loader passes to the Group once all contractual payments have been made. Refer to note 25. Finance costs Interest expense Other borrowing costs Unwinding of discount on provisions Consolidated 2015 $’000 2014 $’000 1,677 145 1,543 3,365 1,351 439 906 2,696 BORROWING COSTS Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset (i.e. an asset that necessarily takes a substantial period of time to get ready for its intended use or sale) are capitalised as part of the cost of that asset. All other borrowing costs are expensed as part of finance costs in the period incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. UNWINDING OF DISCOUNT ON PROVISIONS The unwinding of discount on provisions represents the cost associated with the passage of time. Rehabilitation provisions are recognised at the discounted value of the present obligation to restore, dismantle and rehabilitate each mine site with the increase in the provision due to the passage of time being recognised as a finance cost in accordance with the policy described in note 17. 19. FINANCIAL RISK MANAGEMENT Overview The Group has exposure to the following risks from its use of financial instruments: Credit risk Liquidity risk Market risk This note presents information about the Group’s exposure to each of the above risks and its objectives, policies and processes for measuring and managing risk. Further quantitative disclosures are included throughout this financial report. 72 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements Capital structure and finance costs 30 June 2015 // CONTINUED The Group’s exposure to movements in the gold price, which it manages through the use of gold forward contracts, is discussed at note 2. The gold forward sale contracts do not meet the criteria of financial instruments for accounting purposes on the basis that they meet the normal purchase/sale exemption because physical gold will be delivered into the contract. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Audit and Risk Management Committee is responsible for developing and monitoring risk management policies. The committee reports regularly to the Board of Directors on its activities. Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Group’s Audit and Risk Management Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. Credit Risk Credit risk is the risk of financial loss to the Group if the counterparty to a financial asset fails to meet its contractual obligation. The Group has determined that it currently has no significant exposure to credit risk as at reporting date. Liquidity Risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk damage to the Group’s reputation. The Group uses daily and monthly cash forecasting to monitor cash flow requirements. Typically the Group ensures that it has sufficient cash on demand to meet expected operational expenses, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. The following are the contractual maturities of financial liabilities, including estimated interest payments: 30 June 2015 $’000 $’000 $’000 $’000 $’000 $’000 $’000 CARRYING AMOUNT CONTRACTUAL CASH-FLOWS 6 MTHS OR LESS 6-12 MTHS 1-2 YEARS 2-5 YEARS MORE THAN 5 YEARS Trade and other payables Secured bank loan Finance lease Total 30 June 2014 Trade and other payables Secured bank loan 33,675 20,082 2,125 (33,675) (21,865) (2,234) (33,675) (467) (383) 55,882 (57,774) (34,525) - (467) (383) (850) - (20,931) (766) (21,697) - - (702) (702) 57,543 40,000 (57,543) (57,543) - - - (45,558) (530) (7,286) (13,235) (24,507) Total 97,543 (103,101) (58,073) (7,286) (13,235) (24,507) - - - - - - - 73 REGIS RESOURCES ANNUAL REPORT // 2015ASSETS PLEDGED AS SECURITY The secured bank loan provided by MBL is secured by: a first ranking, registered fixed and floating charge over all of the assets of Regis Resources Limited and its wholly-owned subsidiary Duketon Resources Pty Limited; a first ranking, registered Mining Act (WA) mortgage over the Company’s interest in the Duketon Gold Project tenements; a fixed charge over the Proceeds Account and Gold Account; and satisfactory security over Regis’ rights under key project documents. The finance lease liability is secured by the related asset. Ownership of the asset remains with Komatsu until all contractual payments have been made. The finance lease liability is secured by the related asset. Ownership of the asset remains with Komatsu until all contractual payments have been made. FINANCIAL GUARANTEE LIABILITIES As at 30 June 2015, the Group did not have any financial guarantee liabilities (2014: Nil). Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. Interest rate risk: The Group is exposed to interest rate risk through its secured project loan facility with Macquarie Bank Limited (“MBL”) and cash deposits, which attract variable interest rates. The Group regularly analyses its interest rate exposure and considers the cost of equity financing as an alternative to debt. Foreign currency risk: The Group is occasionally exposed to foreign currency risk when long lead items are purchased in a currency other than Australian dollars. The Group maintains all of its cash in Australian dollars and does not currently hedge these purchases. There is no significant exposure to foreign currency risk at reporting date. Equity price risk: The Group does not have any exposure to movements in equity prices. INTEREST RATE RISK At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was: Fixed rate instruments Term deposit held to maturity Finance lease liability Variable rate instruments Cash and cash equivalents Secured bank loan Consolidated 2015 $’000 152 (2,125) (1,973) 51,433 (20,000) 31,433 2014 $’000 - - - 6,757 (40,000) (33,243) Fair value sensitivity analysis for fixed rate instruments The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore a change at reporting date would not affect profit or loss. 74 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements Capital structure and finance costs 30 June 2015 // CONTINUED Cash flow sensitivity analysis for variable rate instruments As at 30 June 2015 a sensitivity analysis has not been disclosed in relation to the variable interest rate cash on deposit and secured bank loan as the results have been determined to be immaterial to the statement of comprehensive income. For the year ended 30 June 2014, a decrease of 50 basis points in variable interest rates would have resulted in a decrease in the net loss of $46,000. 20. ISSUED CAPITAL AND RESERVES Accounting Policy Ordinary shares are classified as equity. Transaction costs directly attributable to the issue of shares or options are recognised as a deduction from equity, net of any related income tax effects. Ordinary shares – issued and fully paid Consolidated 2015 $’000 431,338 2014 $’000 431,304 The holders of ordinary shares are entitled to receive dividends as declared from time to time and, on a poll, are entitled to one vote per share at meetings of the Company. The Company does not have authorised capital or par value in respect of its issued shares. Movement in ordinary shares on issue At 1 July 2013 Issued on exercise of options Transaction costs At 30 June 2014 Issued on exercise of options Transaction costs At 30 June 2015 NO. SHARES ‘000s 494,085 5,659 - 499,744 37 - $’000 428,358 3,019 (73) 431,304 37 (3) 499,781 431,338 NATURE AND PURPOSE OF RESERVES The share option reserve is used to record the value of share-based payments provided to employees, including KMP, as part of their remuneration, as well as non-employees. 75 REGIS RESOURCES ANNUAL REPORT // 2015 Notes to the financial statements Other disclosures 30 June 2015 Other disclosures This section provides information on items which require disclosure to comply with Australian Accounting Standards and other regulatory pronouncements. 21. DEFERRED INCOME TAX Accounting Policy Deferred tax balances are determined using the balance sheet method, which provides for temporary differences at the balance sheet date between accounting carrying amounts and the tax bases of assets and liabilities. Deferred income tax liabilities are recognised for all taxable temporary differences, other than for the exemptions permitted under accounting standards. At 30 June 2015 there are no unrecognised temporary differences associated with the Group’s investment in subsidiaries (2014: $nil). Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that future taxable profits will be available to utilise these deductible temporary differences. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are only offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. Deferred income tax at 30 June relates to the following: Deferred tax liabilities Receivables Exploration and evaluation expenditure Mine properties under development Mine properties Gross deferred tax liabilities Set off of deferred tax assets Net deferred tax liabilities Deferred tax assets Inventories Property, plant and equipment Trade and other payables Provisions Expenses deductible over time Tax losses carried forward Gross deferred tax assets Set off of deferred tax assets Net deferred tax assets Reconciliation of deferred tax, net: Opening balance at 1 July – net deferred tax assets/(liabilities) Income tax (expense)/ benefit recognised in profit or loss Closing balance at 30 June – net deferred tax (liabilities)/ assets Consolidated 2015 $’000 1,362 13,353 20 19,603 34,338 (33,198) 1,140 946 9,847 931 12,871 58 8,545 33,198 (33,198) - 6,363 (7,503) (1,140) 2014 $’000 735 9,921 - 11,600 22,256 (22,256) - 5,008 9,112 894 13,593 12 - 28,619 (22,256) 6,363 (60,821) 67,184 6,363 76 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements Other disclosures 30 June 2015 // CONTINUED Key judgements Recovery of deferred tax assets Judgement is required in determining whether deferred tax assets are recognised on the balance sheet. Deferred tax assets, including those arising from unutilised tax losses, require management to assess the likelihood that the Group will generate taxable earnings in future periods, in order to utilise recognised deferred tax assets. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in Australia. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Group to realise the net deferred tax assets recorded at the reporting date could be impacted. Additionally, future changes in tax laws in Australia could limit the ability of the Group to obtain tax deductions in future periods. TAX CONSOLIDATION The Company and its wholly-owned Australian resident entities became part of a tax-consolidated group on 14 December 2006. As a consequence, all members of the tax-consolidation group are taxed as a single entity from that date. The head entity within the tax-consolidation group is Regis Resources Limited. The head entity, in conjunction with other members of the tax-consolidated group, have entered into a tax funding arrangement which sets out the funding obligations of members of the tax-consolidated group in respect of tax amounts. Any current tax liabilities (or assets) and deferred tax assets arising from unused tax losses of the subsidiaries are assumed by the head entity and are recognised by the Company as intercompany receivables (or payables). Contributions to fund the current tax liabilities are payable as per the tax funding arrangement and reflect the timing of the head entity’s obligation to make payments for tax liabilities to the relevant tax authorities. The Company recognises deferred tax assets arising from unused tax losses of the tax-consolidated group to the extent that it is probable that future taxable profits of the tax-consolidated group will be available against which asset can be utilised. Any subsequent period adjustment to deferred tax assets arising from unused tax losses as a result of revised assessments of the probability of recoverability is recognised by the head entity only. The head entity in conjunction with other members of the tax-consolidated group has also entered into a tax sharing agreement. The tax sharing agreement provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amounts under the tax sharing agreement is considered remote. 22. SHARE-BASED PAYMENTS Accounting Policy The value of options granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the options (the vesting period), ending on the date on which the relevant employees become fully entitled to the option (the vesting date). At each subsequent reporting date until vesting, the cumulative charge to the statement of comprehensive income is the product of: The grant date fair value of the option; The current best estimate of the number of options that will vest, taking into account such factors as the likelihood of employee turnover during the vesting period and the likelihood of non-market performance conditions being met; and The expired portion of the vesting period. Until an option has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards vest than were originally anticipated to do so. Recognised share-based payments expense Employee share options expense Total expense arising from share-based payment transactions 77 Consolidated 2015 $’000 1,959 1,959 2014 $’000 2,519 2,519 REGIS RESOURCES ANNUAL REPORT // 2015The share-based payment plans are described below. There have been no cancellations or modifications to any of the plans during the current or prior years. Employee share option plan (ESOP) The Company has one ESOP, being the Regis Resources Limited 2008 Share Option Plan (the “Plan”). The objective of the Plan is to assist in the recruitment, reward, retention and motivation of eligible persons of the Group. Under the Plan, the board or Remuneration and Nomination Committee may issue eligible employees with options to acquire shares in the future at an exercise price fixed by the board or Remuneration and Nomination Committee on grant of the options. The vesting of all options is subject to service conditions being met whereby the recipient must meet the eligible employee criteria as defined in the Plan. Summary of options granted The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of, and movements in, share options issued during the year: Outstanding at the beginning of the year Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding at the end of the year Exercisable at the end of the year 2015 NO. 5,337,500 1,650,000 (1,495,000) (37,500) (300,000) 5,155,000 1,430,000 WAEP $3.1666 $1.5500 $2.9040 $1.0000 $2.2300 $2.7956 $3.4974 2014 NO. 5,131,146 2,730,000 (560,000) (1,963,646) - 5,337,500 1,815,000 WAEP $2.4046 $3.1575 $3.5313 $1.0588 - $3.1666 $3.0123 Weighted average share price at the date of exercise Weighted average remaining contractual life Range of exercise prices 2015 $1.65 2014 $3.89 1.8 years 2.3 years $1.55 - $4.00 $1.00 - $4.00 Weighted average fair value of options granted during the year $0.8600 $1.5081 Option pricing model The fair value of the equity-settled share options granted under the ESOP is estimated as at the date of grant using a Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model used for the years ended 30 June 2015 and 30 June 2014: Dividend yield (%) Expected volatility (%) Risk free interest rate (%) Expected life of the option (years) Option exercise price ($) Weighted average share price at grant date ($) 2015 ESOP 2014 ESOP 0 0 - 3.72 76.32 – 88.51 66.04 – 82.29 2.54 – 2.72 2 – 3 years 1.55 1.51 – 1.83 2.61 – 3.02 2 – 3 years 2.40 – 3.50 2.28 – 4.03 The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. 78 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements Other disclosures 30 June 2015 // CONTINUED Key estimates and assumptions Share-based payments The Group is required to use assumptions in respect of the fair value models used in determining share-based payments to employees in accordance with the requirements of AASB 2 Share–based payment. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity. 23. RELATED PARTIES Key management personnel compensation The key management personnel compensation included in employee benefits expense (note 3) and share-based payments (note 22), is as follows: Short-term employee benefits Post-employment benefits Termination benefits Share-based payment Total compensation Consolidated 2015 $’000 2,317,060 217,692 - 611,602 3,146,354 2014 $’000 2,708,890 248,330 233,910 386,478 3,577,608 Individual directors and executives compensation disclosures Information regarding individual directors’ and executives’ compensation and equity instrument disclosures required by s300A of the Corporations Act and Corporations Regulations 2M.3.03 are provided in the Remuneration Report section of the Directors’ Report. No director has entered into a material contract with the Group either in the current or prior financial year and there were no material contracts involving directors’ interests existing at year end. Subsidiaries The consolidated financial statements include the financial statements of Regis Resources Limited and the subsidiaries listed in the following table: % EQUITY INTEREST INVESTMENT $’000 NAME Duketon Resources Pty Ltd Artane Minerals NL Rosemont Gold Mines Pty Ltd LFB Resources NL COUNTRY OF INCORPORATION Australia Australia Australia Australia 2015 100% 100% 100% 100% 2014 100% 100% 100% 100% 2015 30,575 - - 44,110 74,685 2014 30,575 - - 44,110 74,685 Ultimate parent Regis Resources Limited is the ultimate Australian parent entity and the ultimate parent entity of the Group. Transactions with related parties A loan is made by the Company to Duketon Resources and represents the subsidiary’s share of payments for exploration and evaluation expenditure on commercial joint ventures existing between the Company and Duketon Resources. The loan outstanding between the Company and Duketon Resources has no fixed date of repayment and is non-interest-bearing. As at 30 June 2015, the balance of the loan receivable was $14,978,000 (2014: $8,366,000). 79 REGIS RESOURCES ANNUAL REPORT // 2015A loan is made by the Company to LFB Resources and represents the subsidiary’s share of payments for exploration and evaluation expenditure. The loan outstanding between the Company and LFB Resources has no fixed date of repayment and is non-interest bearing. As at 30 June 2015, the balance of the loan receivable was $24,728,000 (2014: $23,875,000). 24. PARENT ENTITY INFORMATION The following details information related to the parent entity, Regis Resources Limited, at 30 June 2015. The information presented here has been prepared using consistent accounting policies as detailed in the relevant notes of this report. Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Issued capital Share option reserve Retained profits/(accumulated losses) Total equity Net profit/(loss) for the year Other comprehensive income for the period Total comprehensive income for the period 2015 $’000 100,932 445,120 546,052 43,972 60,035 104,007 431,338 18,510 (7,803) 442,045 87,620 - 87,620 2014 $’000 89,399 406,455 495,854 68,764 74,657 143,421 431,304 16,551 (95,422) 352,433 (125,488) - (125,488) The parent entity has not guaranteed any loans of its subsidiaries. There are no contingent assets or liabilities of the Group or parent entity at 30 June 2015 as disclosed at note 26. All commitments are commitments incurred by the parent entity, except for $1,570,000 (2014: $1,958,000) of the exploration expenditure commitments disclosed at note 12, and $14,000 (2014: $35,000) of the operating lease commitments disclosed at note 25. 25. COMMITMENTS Operating lease commitments – Group as lessee The Group leases office premises in Perth, WA and Blayney, NSW under normal commercial lease arrangements. The Perth office lease was entered into for an initial period of 5 years beginning 1 May 2010 and was renewed for a further 5 year period during the current year. The Group is under no legal obligation to renew the lease once the extended lease term has expired. The Blayney lease is for a period of 3 years beginning 22 February 2013 with an option to renew for a further 3 years. Future minimum rentals payable under non-cancellable operating leases at 30 June are as follows: Within one year Between one and five years Total minimum lease payments Consolidated 2015 $’000 336 1,320 1,656 2014 $’000 289 14 303 80 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements Other disclosures 30 June 2015 // CONTINUED Finance lease commitments - Group as lessee The Group has entered into a hire purchase contract for the purchase of a Komatsu WA900 loader. The contract expires on 29 May 2018 and ownership of the loader passes to the Group once all contractual payments have been made. Within one year Between one and five years Total minimum lease payments Less amounts representing finance charges Present value of minimum lease payments Included in the financial statements as: Current interest-bearing liabilities Non-current interest-bearing liabilities Consolidated 2015 $’000 2014 $’000 766 1,468 2,234 (109) 2,125 705 1,420 2,125 - - - - - - - - Contractual commitments On 19 January 2010, the Group entered into an agreement with Pacific Energy (KPS) Pty Ltd (“KPS”) for the supply of electricity to the Moolart Well Gold Mine. The terms of this agreement commit the Group to purchasing a fixed amount of electricity per month for six years from 7 July 2010 (the “Effective Date”) at a price which will be reviewed annually. As at 30 June 2015, at the current contract price, the Group had commitments to purchase electricity for the remaining term of $1,625,000 (30 June 2014: $3,178,000). On 23 June 2011, the Group entered into an agreement with Pacific Energy (KPS) Pty Ltd (“KPS”) for the supply of electricity to the Garden Well Gold Mine. The terms of this agreement commit the Group to purchasing a fixed amount of electricity per month for 5 years from 1 September 2012 (the “Effective Date”) at a price which will be reviewed annually. The agreement was amended, effective 1 October 2013, to incorporate Rosemont Gold Mine’s power requirements. As at 30 June 2015, at the current contract price, the Group had commitments to purchase electricity for the remaining term of $9,907,000 (30 June 2014: $14,837,000). 26. CONTINGENCIES As at 30 June 2015, the Group did not have any contingent assets or liabilities (30 June 2014: nil). 27. AUDITOR’S REMUNERATION Consolidated 2015 $ 2014 $ Audit services KPMG Australia Audit and review of financial statements 195,297 194,988 Other services Other assurance services Taxation compliance services Total auditor’s remuneration - - - - 195,297 194,988 81 REGIS RESOURCES ANNUAL REPORT // 201528. SUBSEQUENT EVENTS Duketon Gold Exploration Joint Venture On 14 July 2015, the Group announced an agreement to enter into an exploration joint venture with Duketon Mining Limited (“DKM”) on four of DKM’s exploration licences which are contiguous with some of Regis’ Duketon tenure in proximity to the Moolart Well project. The proposed joint venture will require Regis to make an up-front payment to DKM of $100,000 and Regis will spend a minimum of $1 million on exploring for gold on the tenure over a two year period to earn a 75% interest in any mining project that is confirmed by a Regis decision to mine. All non-gold mineral rights remain with DKM. Option issue On 11 August 2015, 8,500,000 unlisted employee options were issued under the Regis Resources Employee Share Option Plan. The options are exercisable on or before 11 August 2019 at an exercise price of $1.40. Dividends On 15 September 2015, the directors proposed a final dividend on ordinary shares in respect of the 2015 financial year. Refer to note 6. Other than the matters discussed above, there has not arisen in the interval between the end of the financial year and the date of this Report any item, transaction or event of a material and unusual nature which, in the opinion of the directors of the Group, has significantly affected or is likely to significantly affect the operations of the Group; the results of those operations; or the state of affairs of the Group in future financial years. 29. NEW ACCOUNTING STANDARDS AND INTERPRETATIONS Changes in accounting policy The Group has adopted the following new and revised accounting standards, amendments and interpretations as of 1 July 2014: Interpretation 21 Levies AASB 2013-3 Amendments to AASB 136 Recoverable Amount Disclosures for Non-Financial Assets AASB 1031 Materiality AASB 2013-9 Part B Amendments to Australian Accounting Standards – Conceptual Framework, Materiality and Financial Instruments AASB 2014-1 Part A Annual Improvements to IFRSs 2010-2012 Cycle and Annual Improvements to IFRSs 2011-2013 Cycle The adoption of these new and revised standards did not have a material impact on the Group’s financial statements. New standards and interpretations issued but not yet effective The following standards, amendments to standards and interpretations have been identified as those which may impact the entity in the period of initial application. They are available for early adoption at 30 June 2015, but have not been applied in preparing this financial report. AASB 9 FINANCIAL INSTRUMENTS AASB 9 (December 2014) is a new standard which replaces AASB 139. This new version supersedes AASB 9 issued in December 2009 (as amended) and AASB 9 issued in December 2010 and includes a model for classification and measurement, a single, forward looking ‘expected loss’ impairment model and a substantially reformed approach to hedge accounting. AASB 9 will be effective for the Group from 1 July 2018 and is not expected to have a material impact on the classification and measurement of the Group’s financial instruments. AASB 2014-4 CLARIFICATION OF ACCEPTABLE METHODS OF DEPRECIATION AND AMORTISATION (AMENDMENTS TO AASB 116 AND AASB 138) AASB 116 Property, Plant and Equipment and AASB 138 Intangible Assets both establish the principle for the basis of depreciation and amortisation as being the expected pattern of consumption of the future economic benefits of an asset. The IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The amendment also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances. 82 REGIS RESOURCES ANNUAL REPORT // 2015Notes to the financial statements Other disclosures 30 June 2015 // CONTINUED AASB 15 REVENUE FROM CONTRACTS WITH CUSTOMERS In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers which replaces IAS 11 Construction Contracts, IAS 18 Revenue and related Interpretations (IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers and SIC-31 Revenue – Barter Transactions Involving Advertising Services). The AASB issued the Australian equivalent of IFRS 15, being AASB 15, in December 2014. AASB 2014-5 incorporates the consequential amendments to a number of Australian Accounting Standards (including Interpretations) arising from the issuance of AASB 15. The core principle of IFRS 15 is that an entity recognises revenue to depict the transfer of promised good or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those good or services. An entity recognises revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation Currently, these standards are effective for annual reporting periods commencing on or after 1 January 2018. Early application is permitted. The Group has evaluated the impact of the new standard and determined that the changes are not likely to have a material impact on the timing or amount of revenue recognised from gold sales, nor is it expected that significant changes to disclosures will be required. AASB 2015-1 ANNUAL IMPROVEMENTS TO AUSTRALIAN ACCOUNTING STANDARDS 2012-2014 CYCLE The subjects of the principal amendments to the Standards are set out below: AASB 119 Employee Benefits The amendment clarifies that the high quality corporate bonds used to estimate the discount rate for post- employment benefit obligations should be denominated in the same currency as the liability. Further it clarifies that the depth of the market for high quality corporate bonds should be assessed at the currency level. AASB 134 Interim Financial Reporting The changes to AASB 134 clarify the meaning of ‘disclosure of information elsewhere in the interim financial report’ and require the inclusion of a cross-reference from the interim financial statements to the location of this information. AASB 2015-2 AMENDMENTS TO AUSTRALIAN ACCOUNTING STANDARDS – DISCLOSURE INITIATIVE: AMENDMENTS TO AASB 101 The Standard makes amendments to AASB 101 Presentation of Financial Statements arising from the IASB’s Disclosure Initiative project. The amendments are designed to further encourage companies to apply professional judgment in determining what information to disclose in the financial statements. For example, the amendments make clear that materiality applies to the whole of financial statements and that the inclusion of immaterial information can inhibit the usefulness of financial disclosures. The amendments also clarify that companies should use professional judgment in determining where and in what order information is presented in the financial disclosures. AASB 2015-3 AMENDMENTS TO AUSTRALIAN ACCOUNTING STANDARDS ARISING FROM THE WITHDRAWAL OF AASB 1031 MATERIALITY The Standard completes the AASB’s project to remove Australian guidance on materiality from Australian Accounting Standards. 83 REGIS RESOURCES ANNUAL REPORT // 2015Directors’ Declaration In accordance with a resolution of the directors of Regis Resources Limited, I state that: 1. In the opinion of the directors: (a) The financial statements, notes and additional disclosures included in the directors’ report designated as audited, of the Company and the consolidated entity are in accordance with the Corporations Act 2001, including: (i) Giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and of its performance for the financial year ended on that date; and (ii) Complying with Accounting Standards and the Corporations Regulations 2001; 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. 2. 3. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2015. The directors draw attention to the notes to the consolidated financial statements, which include a statement of compliance with International Financial Reporting Standards. On behalf of the board Mr Mark Clark Managing Director Perth, 15 September 2015 84 REGIS RESOURCES ANNUAL REPORT // 2015 Independent Auditor’s Report Independent auditor’s report to the members of Regis Resources Limited Report on the financial report We have audited the accompanying financial report of Regis Resources Limited (the company), which comprises the consolidated balance sheet as at 30 June 2015, and consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended on that date, the notes comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the Group comprising the company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ responsibility 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 is free from material misstatement whether due to fraud or error. In the notes, the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements of the Group comply with International Financial Reporting Standards. Auditor’s responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding of the Group’s financial position and of its performance. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 85 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Professional Standards Legislation. Liability limited by a scheme approved under REGIS RESOURCES ANNUAL REPORT // 2015 37 to 44 86 REGIS RESOURCES ANNUAL REPORT // 2015Tenement Information GRANTED TENEMENTS Tenement Collurabbie Area E38/1939 E38/2681 E38/2682 E38/2683 E38/2779 E38/2830 E38/2870 E38/2871 Duketon Area E38/961 E38/1689 E38/1954 E38/1955 E38/1956 E38/1957 E38/1988 E38/1989 E38/1990 E38/1991 E38/1992 E38/1994 E38/1995 E38/1997 E38/1999 E38/2001 E38/2003 E38/2004 E38/2005 E38/2243 E38/2723 E38/2808 E38/2809 E38/2810 E38/2832 E38/2833 E38/2857 E38/2868 E38/2955 L38/20 L38/29 87 % interest Tenement % interest Tenement % interest L38/49 L38/73 L38/85 L38/126 L38/127 L38/128 L38/129 L38/131 L38/133 L38/135 L38/136 L38/137 L38/140 L38/141 L38/143 L38/155 L38/156 L38/170 L38/182 L38/184 L38/191 L38/192 L38/193 L38/194 L38/201 L38/202 L38/203 80% 100% 100% 100% 90% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 97% 70% 100% 100% Earning 70% L38/204 80% 100% 100% 100% 100% 100% 100% 100% 100% 100% 51% 100% 100% L38/216 L38/217 L38/221 L38/222 L38/226 L38/232 L38/234 L38/238 L38/239 M38/114 M38/237 M38/250 M38/262 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% M38/283 M38/292 M38/302 M38/303 M38/316 M38/317 M38/319 M38/341 M38/343 M38/344 M38/352 M38/354 M38/407 M38/413 M38/414 M38/415 M38/488 M38/498 M38/499 M38/500 M38/515 M38/589 M38/590 M38/600 M38/601 M38/630 M38/802 M38/837 M38/889 M38/939 M38/940 M38/943 M38/1091 M38/1092 M38/1096 M38/1247 M38/1249 M38/1250 M38/1251 M38/1257 M38/1258 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Earning 70% Earning 70% Earning 70% 100% 100% 100% 100% 100% 97% 97% 70% 70% 100% 100% 100% 97% 100% 100% 100% 80% 100% 100% 100% 100% 100% 100% 100% 100% REGIS RESOURCES ANNUAL REPORT // 2015GRANTED TENEMENTS Tenement % interest Tenement % interest Tenement % interest M38/1259 M38/1260 M38/1261 M38/1262 M38/1263 M38/1264 M38/1265 P38/3377 P38/3378 P38/3407 P38/3408 P38/3409 P38/3410 P38/3411 P38/3412 P38/3413 P38/3414 P38/3415 P38/3416 P38/3417 P38/3418 P38/3419 P38/3420 P38/3421 P38/3422 P38/3423 P38/3424 P38/3425 P38/3426 P38/3427 P38/3428 P38/3429 P38/3430 P38/3439 P38/3440 P38/3441 P38/3442 P38/3443 P38/3444 P38/3445 P38/3446 100% 70% 100% 100% 100% 100% 100% 100% 100% P38/3447 P38/3448 P38/3449 P38/3450 P38/3451 P38/3452 P38/3453 P38/3454 P38/3455 Earning 70% P38/3456 Earning 70% P38/3457 Earning 70% P38/3458 Earning 70% P38/3459 Earning 70% P38/3460 Earning 70% P38/3461 Earning 70% P38/3462 Earning 70% P38/3463 Earning 70% P38/3464 Earning 70% P38/3465 Earning 70% P38/3466 Earning 70% P38/3467 Earning 70% P38/3468 Earning 70% P38/3469 Earning 70% P38/3470 Earning 70% P38/3471 Earning 70% P38/3472 Earning 70% P38/3473 Earning 70% P38/3474 Earning 70% P38/3475 51% 51% 51% 51% 100% 100% 100% 100% 100% 100% 100% 100% P38/3476 P38/3478 P38/3480 P38/3481 P38/3485 P38/3486 P38/3487 P38/3508 P38/3509 P38/3510 P38/3511 P38/3513 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% P38/3514 P38/3515 P38/3528 P38/3529 P38/3530 P38/3531 P38/3532 P38/3535 P38/3536 P38/3538 P38/3539 P38/3542 P38/3543 P38/3544 P38/3545 P38/3547 P38/3548 P38/3549 P38/3550 P38/3551 P38/3557 P38/3571 P38/3576 P38/3577 P38/3578 P38/3579 P38/3580 P38/3581 P38/3582 P38/3584 P38/3604 P38/3605 P38/3606 P38/3607 P38/3629 P38/3630 P38/3631 P38/3632 P38/3633 P38/3634 P38/3635 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 70% 70% 70% 70% 100% 100% 97% 100% 100% 100% 100% 100% 97% 97% 97% 97% 97% 97% 97% 88 REGIS RESOURCES ANNUAL REPORT // 2015Tenement Information GRANTED TENEMENTS TENEMENTS UNDER APPLICATION Tenement % interest Tenement % interest Tenement % interest Duketon Area E38/3080 E38/3081 E38/3082 M38/1268 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% P38/3636 P38/3639 P38/3640 P38/3769 P38/3770 P38/3771 P38/3772 P38/3773 P38/3774 P38/3814 P38/3815 P38/3816 P38/3877 P38/3878 P38/3879 P38/3906 P38/3928 P38/3941 P38/3942 P38/3943 P38/3949 P38/3950 P38/3953 P38/3996 P38/3997 P38/3998 P38/4027 P38/4038 P38/4039 P38/4040 P38/4052 P38/4053 P38/4054 P38/4059 P38/4060 P38/4061 P38/4062 P38/4063 P38/4073 P38/4074 P38/4075 89 97% P38/4076 P38/4104 P38/4124 P38/4147 McPhillamys EL5760 EL6111 EL7878 EL8120 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% REGIS RESOURCES ANNUAL REPORT // 2015ASX Additional Information As at 31 August 2015 the following information applied: 1. SECURITIES (a) Fully Paid Ordinary Shares The number of holders of fully paid ordinary shares in the Company is 6,470. On a show of hands every holder of fully paid ordinary shares present or by proxy, shall have one vote. Upon a poll, each share shall have one vote. The distribution of holders of fully paid ordinary shares is as follows: Category Number of shareholders Holding between 1-1,000 Shares Holding between 1,001 - 5,000 Shares Holding between 5,001 - 10,000 Shares Holding between 10,001-100,000 Shares Holding more than 100,001 Shares Holding less than A marketable parcel 1,887 2,344 975 1,104 160 6,470 852 Number of shares 866,471 6,654,337 7,786,576 31,618,687 452,855,524 499,781,595 105,550 The Company’s fully paid ordinary shares are quoted on the Australian Securities Exchange using the code RRL. The top 20 shareholders are as follows: Name Newmont Capital Pty Limited National Nominees Limited HSBC Custody Nominees (Australia) Limited Citicorp Nominees Pty Limited J P Morgan Nominees Australia Limited Rollason Pty Ltd BNP Paribas Noms Pty Ltd Mr Mark John Clark SHL Pty Ltd UBS Nominees Pty Ltd Mutual Investments Pty Ltd Mutual Investments Pty Ltd Mr Glyn Evans & Mrs Thi Thu Van Evans Rollason Pty Ltd HSBC Custody Nominees (Australia) Limited -GSCO ECA Mr Ross Francis Stanley Piama Pty Ltd Zero Nominees Pty Ltd Citicorp Nominees Pty Limited HSBC Custody Nominees (Australia) Limited Number of fully paid ordinary shares held Percentage interest 97,212,729 63,145,664 62,286,445 53,390,816 41,986,737 14,040,000 11,899,608 8,711,112 8,689,441 5,690,428 5,570,000 3,312,179 3,228,000 3,100,000 3,058,158 3,000,000 2,998,401 2,655,800 2,455,171 2,435,084 19.45 12.63 12.46 10.68 8.40 2.81 2.38 1.74 1.74 1.14 1.11 0.66 0.65 0.62 0.61 0.60 0.60 0.53 0.49 0.49 398,865,773 79.81 90 REGIS RESOURCES ANNUAL REPORT // 2015ASX Additional Information // CONTINUED (b) Unlisted options Unlisted options over fully paid ordinary shares Number of option holders Number of options held Expiry 8 November 2015 Expiry 30 June 2016 Expiry 31 July 2017 Expiry 12 September 2017 Expiry 31 March 2018 Expiry 10 October 2018 Expiry 11 August 2019 2 25 33 1 2 1 25 575,000 855,000 1,625,000 1,500,000 550,000 50,000 8,500,000 Option holders may attend and speak at general meetings of the Company. However, they do not have an entitlement to vote upon the business before the meeting either by show of hands or by poll. (c) On-market buy-back Regis announced an on-market buy-back of the Company’s ordinary shares on 30 July 2015. The Company may buy-back up to a maximum of 5% of the Company’s issued capital as at 30 July 2015, being 24,989,080 shares. As at the date of this report, the Company has not bought back any shares. 2. SUBSTANTIAL SHAREHOLDERS Substantial shareholders disclosed in substantial shareholder notices to the Company: Name Newmont Capital Pty Limited Schroder Investment Management Australia Limited Number of Fully Paid Ordinary Shares held 97,212,729 31,655,637 3. CORPORATE GOVERNANCE STATEMENT The Company’s 2015 Corporate Governance Statement has been released as a separate document and is located on our website at http://www.regisresources.com.au/about-us/corporate-governance.html 4. MINERAL RESOURCES AND ORE RESERVES The JORC compliant Group Mineral Resources (inclusive of Ore Reserves) as at 31 March 2015 are estimated at 249.1 million tonnes at 0.95g/t Au for 7.63 million ounces of gold compared with the estimate at 30 June 2014 of 256 million tonnes at 0.97g/t Au for 8.01 million ounces of gold. The 1% reduction in Mineral Resource ounces is primarily the result of: depletion by mining; the application of further drilling results to update the model; and the inclusion of new deposits. 91 REGIS RESOURCES ANNUAL REPORT // 2015Group Mineral Resource 0.30 0.09 0.01 s e c n u O n o i l l i M 8.01 7.63 The JORC compliant Group Ore Reserves as at 31 March 2015 are estimated at 59.1 million tonnes at 1.06g/t Au for 2.01 million ounces (Moz) of gold compared with the estimate at 30 June 2014 of 75.4 million tonnes at 1.04g/t Au for 2.53Moz of gold. The change in the Group Ore Reserves is primarily the result of: depletion by mining; the inclusion of further drilling results to update the model; and the addition of new deposits. Group Ore Reserve s e c n u O n o i l l i M 2.53 0.30 0.31 0.09 2.01 Ore Reserves at Rosemont have increased by 117,000 ounces from the 2014 Ore Reserve net of depletion. This increase, more than replacing depletion, has been the result of improved optimisations and positive results from extensional drilling in 2015. Ore Reserves at Garden Well have reduced by 391,000 ounces from the 2014 Ore Reserve net of depletion. Approximately 275,000 ounces of this reduction is the result of the exclusion of the southern zone of the deposit from the 2015 Ore Reserve due to uncertainties around reconciliation and metallurgy. This area was previously scheduled to be mined in 2020 and beyond in the final stage 6 pit cutback of the 2014 pit design. Work will be undertaken in this southern area of the Garden Well deposit in 2016 to improve drill density in targeted areas for both strengthening of the geological model and metallurgical understanding with a view to reassessing this area for optimisation in the 2016 Ore Reserve estimation process. 92 REGIS RESOURCES ANNUAL REPORT // 20150.01.03.02.04.06.05.07.08.09.030 Jun 2014 Depletion Model Update New Deposits 31 Mar 2015 0.00.51.01.52.02.53.030 Jun 2014 Depletion Model Update New Deposits 31 Mar 2015 The 2015 Garden Well Ore Reserve has significantly improved mining parameters, with the Life of Mine stripping ratio (w:o) reduced to 1.9 and also reflects current operational knowledge on mining to Reserve reconciliation, lower cuts and metallurgical recoveries by domain. Recent infill drilling of known Mineral Resources has resulted in maiden Ore Reserve estimates for several deposits in and around the Moolart Well area, including Wellington, Beaufort, Dogbolter, Petra and Anchor, adding over 90,000 ounces to Ore Reserves. Regis has put in place governance arrangements and internal controls with respect to its estimates of Mineral Resources and Ore Reserves and the estimation process, including: oversight and approval of each annual statement by responsible senior officers; establishment of internal procedures and controls to meet JORC Code 2012 compliance in all external reporting; independent review of new and materially changed estimates; annual reconciliation with internal planning to validate reserve estimates for operating mines; and board approval of new and materially changed estimates. GROUP MINERAL RESOURCES Project Cut-Off (g/t) Million Tonnes Grade g/t Gold KOz Million Tonnes Grade g/t Gold KOz Million Tonnes Grade g/t Gold KOz Million Tonnes Grade g/t Gold KOz Competent Person1 Type Measured Indicated Inferred Total Resources Moolart Well2 Open Pit Garden Well2 Open Pit Rosemont2 Open Pit Duketon Main Deposits Erlistoun Open Pit Dogbolter Open Pit Petra Anchor King John3 Open Pit Open Pit Open Pit Russells Find3 Open Pit Baneygo3 Open Pit Reichelts Find3 Open Pit Duketon Satellite Deposits Duketon Total McPhillamys 0.4 0.4 0.4 0.4 0.4 0.4 0.4 1.0 1.0 0.5 1.0 3.0 2.7 5.4 11.1 0.89 0.63 1.31 1.03 87 54 228 369 29.2 73.8 20.1 0.75 0.90 1.27 706 2,131 824 123.2 0.92 3,661 - - - - - - - - - - - - - - - - - - - - - - - - - - - 5.7 2.8 1.2 0.2 - - - 0.1 10.1 1.34 1.11 1.08 1.75 - - - 3.69 1.28 247 102 42 9 - - - 17 416 15.0 10.2 2.8 28.0 1.1 0.4 0.1 0.1 0.7 0.4 0.8 - 3.6 0.62 0.88 1.78 0.83 1.00 1.02 1.09 0.95 3.19 3.86 1.67 - 1.96 11.1 1.03 369 133.2 0.95 4,077 31.5 0.96 0.4 - - - 69.2 0.94 2,087 3.9 0.98 300 288 160 748 37 13 2 2 72 55 43 - 223 971 123 47.3 86.7 28.3 162.3 6.9 3.2 1.3 0.2 0.7 0.4 0.8 0.1 13.6 0.72 0.89 1.33 0.92 1.28 1.1 1.08 1.53 3.19 3.86 1.67 3.69 1.46 1,093 2,473 1,212 4,777 284 115 44 11 72 55 43 17 640 A B B A A A A C C C C 175.9 0.96 5,417 73.2 0.94 2,210 B Regis Total 11.1 1.03 369 202.5 0.95 6,164 35.5 0.96 1,094 249.1 0.95 7,627 The above data has been rounded to the nearest 100,000 tonnes, 0.01 g/t gold grade and 1,000 ounces. Errors of summation may occur due to rounding. All Mineral Resources are reported inclusive of Ore Reserves to JORC Code 2012 unless otherwise noted. 1. Refer to Group Competent Person notes below . 2. Mineral Resources and Ore Reserves are reported inclusive of ROM Stockpiles at cut-off grade of 0.4g/t. 3. Reported under JORC Code 2004. 93 REGIS RESOURCES ANNUAL REPORT // 2015GROUP ORE RESERVES Project Moolart Well3 Garden Well3 Rosemont3 Duketon Main Deposits Erlistoun Dogbolter Petra Anchor Type Open Pit Open Pit Open Pit Open Pit Open Pit Open Pit Open Pit Duketon Satellite Deposits Proved Probable Total Reserves Cut-Off (g/t)1 Million Tonnes Grade g/t Gold KOz Million Tonnes Grade g/t Gold KOz Million Tonnes Grade g/t Gold KOz Competent Person2 >0.4 >0.4 >0.4 Total >0.5 >0.5 >0.5 >0.5 2.7 2.7 4.4 9.7 - - - - - 0.93 0.63 1.34 1.03 - - - - - 79 54 188 321 - - - - - 3.9 31.9 8.9 44.6 3.8 0.3 0.6 0.1 4.8 0.92 0.93 1.36 1.02 1.48 1.57 1.26 2.07 1.47 1.06 115 955 387 1,456 181 16 25 6 229 6.5 34.5 13.2 54.3 3.8 0.3 0.6 0.1 4.8 0.92 0.91 1.35 1.02 1.48 1.57 1.26 2.07 1.47 194 1,009 574 1,777 181 16 25 6 229 1,685 59.1 1.06 2,006 D D D D D D D Regis Total 9.7 1.03 321 49.4 The above data has been rounded to the nearest 100,000 tonnes, 0.01 g/t gold grade and 1,000 ounces. Errors of summation may occur due to rounding. 1. Cut-off grades vary according to oxidation and lithology domains. Refer to Group Ore Reserves Lower Cut notes below. 2. Refer to Group Competent Person notes below . 3. Mineral Resources and Ore Reserves are reported inclusive of ROM Stockpiles at cut-off grade of 0.4g/t. GROUP ORE RESERVES LOWER CUT Reserves as at 31 March 2015 Project Profile Garden Well Alluvial Oxide, Transitional, Fresh Rosemont All Moolart Well Laterite, Oxide, Transitional Erlistoun Dogbolter Fresh All Oxide Transitional Fresh Petra Oxide, Transitional Fresh Anchor Oxide, Transitional Fresh Domain Lower Cut (g/t) Ultramafic Chert Low Recovery Chert and Shale Sediments Other Sediments Other 0.4 0.4 0.5 0.8 0.4 0.4 0.5 0.5 0.5 0.6 0.5 0.7 0.6 0.5 0.6 0.5 0.6 94 REGIS RESOURCES ANNUAL REPORT // 2015COMPETENT PERSONS STATEMENT The information in this statement that relates to the Mineral Resources or Ore Reserves listed in the table below is based on work compiled by the person whose name appears in the same row. Each of these persons, other than Mr de Klerk and Mr Johnson, is a full-time employee of Regis Resources Limited. Mr de Klerk is a full-time employee of Cube Consulting Pty Ltd and Mr Johnson is a full-time employee of MPR Geological Consultants Pty Ltd. Each person named in the table below are Members of The Australasian Institute of Mining and Metallurgy and/or The Australian Institute of Geoscientists and have sufficient experience which is relevant to the style of mineralisation and types of deposits under consideration and to the activity which they have undertaken to qualify as a Competent Person as defined in the JORC Code 2012. It is noted that some of the Duketon satellite deposits were previously disclosed under JORC Code 2004 requirements and have not been updated to JORC Code 2012 requirements. Each person named in the table below consents to the inclusion in this report of the matters based on their information in the form and context in which it appears. GROUP COMPETENT PERSONS Resources and Reserves as at 31 March 2015 Activity Competent Person Identifier Institute Moolart Well Resource Jarrad Price Moolart Well Reserve Quinton de Klerk Garden Well Resource Nic Johnson Garden Well Reserve Quinton de Klerk Rosemont Resource Nic Johnson Rosemont Reserve Quinton de Klerk Erlistoun Resource Jarrad Price Erlistoun Reserve Quinton de Klerk Dogbolter Resource Jarrad Price Dogbolter Reserve Quinton de Klerk Petra Resource Jarrad Price Petra Reserve Quinton de Klerk Anchor Resource Jarrad Price Anchor Reserve Quinton de Klerk King John Resource Jens Balkau Russells Find Resource Jens Balkau Baneygo Resource Jens Balkau Reichelts Find Resource Jens Balkau McPhillamys Resource Nic Johnson A D B D B D A D A D A D A D C C C C B Australian Institute of Mining and Metallurgy Australian Institute of Mining and Metallurgy Australian Institute of Geoscientists Australian Institute of Mining and Metallurgy Australian Institute of Geoscientists Australian Institute of Mining and Metallurgy Australian Institute of Mining and Metallurgy Australian Institute of Mining and Metallurgy Australian Institute of Mining and Metallurgy Australian Institute of Mining and Metallurgy Australian Institute of Mining and Metallurgy Australian Institute of Mining and Metallurgy Australian Institute of Mining and Metallurgy Australian Institute of Mining and Metallurgy Australian Institute of Mining and Metallurgy Australian Institute of Mining and Metallurgy Australian Institute of Mining and Metallurgy Australian Institute of Mining and Metallurgy Australian Institute of Geoscientists 95 REGIS RESOURCES ANNUAL REPORT // 2015FORWARD LOOKING STATEMENTS This report may contain forward looking statements that are subject to risk factors associated with gold exploration, mining and production businesses. It is believed that the expectations reflected in these statements are reasonable but they may be affected by a variety of variables and changes in underlying assumptions which could cause actual results or trends to differ materially, including but not limited to price fluctuations, actual demand, currency fluctuations, drilling and production results, Reserve estimations, loss of market, industry competition, environmental risks, physical risks, legislative, fiscal and regulatory changes, economic and financial market conditions in various countries and regions, political risks, project delay or advancement, approvals and cost estimates. Forward-looking statements, including projections, forecasts and estimates, are provided as a general guide only and should not be relied on as an indication or guarantee of future performance and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of Regis Resources Ltd. Past performance is not necessarily a guide to future performance and no representation or warranty is made as to the likelihood of achievement or reasonableness of any forward looking statements or other forecast. 96 REGIS RESOURCES ANNUAL REPORT // 2015Bankers Macquarie Bank Limited Level 4, Bishops See 235 St Georges Terrace PERTH WA 6000 Auditors KPMG 235 St Georges Terrace PERTH WA 6000 ABN 28 009 174 761 Registered Office & Principal Place of Business Level 1, 1 Alvan Street SUBIACO WA 6008 P +61 8 9442 2200 Share Register Computershare Investor Services Pty Ltd GPO Box D182 PERTH WA 6840 P 1300 787 272 Regis Resources Limited shares are listed on the Australian Securities Exchange (ASX). Code RRL.

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