Regis Resources Annual Report 2020

Plain-text annual report

2020 Annual Report Corporate Information ABN 28 009 174 761 Directors James Mactier Independent Non-Executive Chairman Jim Beyer Chief Executive Officer and Managing Director Fiona Morgan Independent Non-Executive Director Steve Scudamore Independent Non-Executive Director Lynda Burnett Independent Non-Executive Director (appointed 27 November 2019) Russell Barwick Independent Non-Executive Director (appointed 11 March 2020) Paul Thomas Executive Director (retired 19 August 2019) Ross Kestel Independent Non-Executive Director (retired 26 November 2019) Company Secretary Jon Latto Registered Office & Principal Place of Business Level 2 516 Hay Street SUBIACO WA 6008 Share Register Computershare Investor Services Pty Limited GPO Box D182 PERTH WA 6840 Regis Resources Limited shares are listed on the Australian Securities Exchange (ASX). Code: RRL. Bankers Macquarie Bank Limited Level 23 240 St Georges Terrace PERTH WA 6000 Commonwealth Bank of Australia Ground Floor, Tower 1 201 Sussex Street SYDNEY NSW 2000 Auditors KPMG 235 St Georges Terrace PERTH WA 6000 About Regis Resources Regis Resources Limited (ASX: RRL) is a publicly listed Perth based gold production and exploration company. The Company is a purely Australian gold miner with operations at the Duketon Gold Project in the North Eastern Goldfields of Western Australia and the McPhillamys Gold Project in the Central Western region of New South Wales. A Leading Australian Gold Miner Contents Chairman's Report Highlights Corporate Review of Operations Duketon Gold Project Gold Exploration Directors’ Report Remuneration Report (Audited) Auditor’s Independence Declaration Financial Statements Notes to the Financial Statements Directors' Declaration Independent Auditor’s Report ASX Additional Information 2 4 6 8 9 11 21 32 48 49 54 89 90 95 Regis Resources Limited | Annual Report 2020 1 Chairman's Report Dear Fellow Shareholder James Mactier Non-Executive Chairman On behalf of the Board, I am pleased to report on another excellent year for your Company. An increased gold price and consistent We have also significantly increased our operational performance resulted in a land holding in the Duketon Greenstone record net profit after tax of $200m. Belt as well as our budgeted exploration Regis continued to be a leader in the gold expenditure and are excited about the industry in the fundamental business potential for further discovery. With metrics of profitability per ounce of our three operating mills in the region, production, earnings per share, dividend discoveries can be very quickly and yield and return on equity. At the same cheaply commissioned and monetised. time, we utilised our strong operational cashflows to invest in future production growth through capital and exploration expenditure and reduced our hedge book, whilst maintaining a strong cash balance and debt free status. With a planned 2 million ounce, single open pit operation, our 100% owned McPhillamys deposit in NSW is one of the largest undeveloped gold deposits in Australia. The definitive feasibility study is in the final stages of completion and Our strong financial position and outlook, the regulatory approval process well- enabled the Board to declare fully- advanced. On the basis of our studies, franked dividends of 16 cents per share submissions and feedback received to for the year, totalling $81 million. Total date, we are looking for a favourable dividends declared by Regis now amount outcome in the first half of 2021 and to be to $488 million. To give shareholders the in a position to commence development opportunity to re-invest dividends at a shortly thereafter. This development would discount to market and without brokerage provide very significant employment, costs, we have implemented a Dividend training, procurement, infrastructure and Re-Investment Plan, details of which have fiscal benefits to the local and regional recently been provided to you. communities as well as royalties and taxes During the year we welcomed Mrs Lynda Burnett and Mr Russell Barwick to the Board as independent, non-executive directors. Their skills and experience for the State and Federal governments and significant returns to shareholders, whilst being carried out in an environmentally and socially responsible manner. compliment those of the rest of the Board With an excellent team, a robust debt- and their appointments have enabled free balance sheet, strong operating us to enhance our Board Committee cashflows, 7.7 million ounces of resources structure. Executive appointments during including 3.6 million ounces in reserves the year include, Mr Jon Latto as Chief and an enviable internal growth path in Financial Officer and Mr Stuart Gula as established Australian mining districts, we Chief Operating Officer. Operationally, a significant milestone was achieved this year with the declaration of commercial production from the Rosemont underground mine. We are also investigating the feasibility of an underground mine at Garden Well and on results thus far, we expect a development decision in the coming year. are confident of a long an exciting future. We remain committed to creating value for our people, our communities and our shareholders through mining safely and responsibly. 2 Regis Resources Limited | Annual Report 2020 Finally, on behalf of the Board, I would like to thank Jim Beyer, his senior management team and all our staff, contractors and families for their efforts, dedication and understanding over the year, a year that was significantly disrupted by the COVID-19 pandemic. The entire team performed admirably during the pandemic with good planning, flexibility, communication and co-operation. We remain vigilant and prepared for any further disruption but look forward to another safe and profitable year. Thank you for your support. James Mactier Non-Executive Chairman We have also significantly increased our land holding in the Duketon Greenstone Belt as well as our budgeted exploration expenditure and are excited about the potential for further discovery. Regis Resources Limited | Annual Report 2020 3 Highlights Corporate Duketon Operations Exploration & Growth Revenue up 16% to $757 million. Fully franked dividend of 16 cents per share for FY2020 bringing total dividends declared to $488 million. Net profit after tax of $200 million and net profit margin of 26%. EBITDA of $394 million with a strong margin of 52%. Cash and Bullion of $209 million* at 30 June 2020. 352,042 ounces of gold produced at AISC of $1,246 per ounce. Strong operating cashflow of $343 million. Tripled exploration tenure around the Duketon Operations through the acquisition of Duketon Mining Ltd (DKM) tenement holding across the Duketon Greenstone Belt. Commencement of mining and first production from the Dogbolter, Baneygo and Petra satellite pits. McPhillamys Development Application submitted to the NSW Department of Planning, Industry and Environment. Commercial production declared on 1 June 2020 at Rosemont Underground. Resource drilling complete at Garden Well Underground with a maiden Mineral Resource and Ore Reserve expected in H1 FY2021. * Includes bullion on hand valued at A$2,576 per ounce. 4 Regis Resources Limited | Annual Report 2020 Regis Resources Limited | Annual Report 2020 5 Corporate During the 2020 financial year Regis achieved record net profit after tax of $200 million, with a net profit after tax margin of 26% and a Return on Equity of 24% reflecting the strength of the business. This record result was assisted by the higher gold price which saw a 16% increase in gold revenue to $757 million. 352,042 ounces of gold was produced at an All in Sustaining Cost of A$1,246 per ounce during FY2020. Regis sold a total of 353,182 ounces of gold during the year at an average price of A$2,200 per ounce. The Company delivered the gold produced during the year into a combination of spot deferred contracts and at the prevailing spot price. At the end of the financial year the Company had reduced its total hedging position by 52,020 ounces to 399,494 ounces of spot deferred contracts with a delivery price of $A1,614 per ounce. The following graphs illustrate the strong performance of the Company across several profit metrics: Revenue Net Profit After Tax 757 654 606 544 502 s n o i l l i M $ 800 600 400 200 0 s n o i l l i M $ 250 200 150 138 100 112 50 0 40% 200 30% 174 163 20% 10% 0% ) % ( i n g r a M T A P N 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 NPAT NPAT Margin EBITDA 500 400 300 313 307 253 234 100% 394 80% 60% 200 47% 47% 52% 47% 52% 40% s n o i l l i M $ 100 0 20% 0% ) % ( e u n e v e R / A D T B E I Earnings & Dividends Per Share 39.3 34.6 32.2 40 30 27.6 22.4 20 13.0 15.0 16.0 16.0 16.0 e r a h S r e p s t n e C 10 0 2016 2017 2018 2019 2020 EBITDA EBITDA Margin (%) 2016 2017 2018 2019 2020 EPS Dividend per share 6 Regis Resources Limited | Annual Report 2020 Building on our Reliability Net cash from operating activities of $343 million was up 24% from the previous year. Cash and bullion holdings at the end of year were $209 million, after payment of $135 million in payments for mine development, $65 million in property, plant and equipment, $81 million in dividends, $37 million in exploration expenditure, $64 million in income tax and $21 million for the acquisition of 35 tenements from Duketon Mining Limited which tripled the Company's landholding in the Duketon Greenstone Belt. The Company paid a total of $81 million in fully franked dividends during the year and subsequent to the end of the financial year declared an 8 cents per share fully franked final dividend. The final dividend was declared after consideration of the strong cashflow and profitability from the Company’s operations in FY2020. The full year dividend of 8 cents per share coupled with the 8 cents per share interim dividend paid in March 2020, took the full year pay out to 16 cents per share. This represents an 11% payout of FY2020 revenue and 21% of earnings before interest, tax, depreciation and amortisation. Since the commencement of dividend payments in 2013, the Company has declared a total of $488 million in fully franked dividends (97cps). Dividends Declared Cumulative Dividends Paid 20 15 10 5 0 e r a h S r e p s t n e C 8 8 8 8 8 8 8 7 9 4 9 2016 2017 2018 2019 2020 Interim Final 600 500 400 300 200 100 0 s n o i l l i M $ 488 407 326 245 170 75 75 105 2013 2014 2015 2016 2017 2018 2019 2020 The following chart details the movement in the Company’s cash reserves over the financial year: Cash & Bullion on Hand – FY2020 700 600 500 400 300 200 100 0 s n o i l l i M $ 205 9 1 0 2 e n u J 424 s n o i t a r e p O (135) (37) 376 (65) (16) (64) (21) 209 (81) l t n e m p o e v e d e n M i n o i t a r o p x E l x e p a c r e h t O r e h t O , x a t e r o f e b n o i l l u b & h s a C d n a s n o i t i s u q c a i s d n e d v d i i x a T e m o c n I i n o i t i s u q c A M K D s d n e d v D i i 0 2 0 2 e n u J Operating cash flow differs from the statutory Statement of Cash Flow “net cash from operating activities” as it is quoted under the Appendix 5B classification protocol and includes movement in gold bullion on hand Regis Resources Limited | Annual Report 2020 7 Review of Operations 8 Regis Resources Limited | Annual Report 2020 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 two operating centres being the Duketon South Operations (“DSO”) comprising the Garden Well and Rosemont Gold Mines and surrounding satellite deposits including the Erlistoun Gold Mine, Tooheys Well Gold Mine and Baneygo Gold Mine; and the Duketon North Operations (“DNO”) comprising the Moolart Well Gold Mine and surrounding satellite deposits including the Gloster Gold Mine, Anchor Gold Mine, Dogbolter Gold Mine and the Petra Gold Mine. During FY2020 Regis tripled its landholding in the Duketon Greenstone Belt and now has in excess of 3,000 square kilometres of exploration and mining tenure. The Duketon Project produced 352,042 ounces of gold which was within guidance of 340,000-370,000 ounces for FY2020. During the financial year, commercial production was achieved at the Company’s first underground operation at Rosemont in addition to the commencement of operations at the Dogbolter, Baneygo and Petra satellite pits. All in Sustaining Costs increased by 21% to A$1,246 per ounce with the higher gold price resulting in a $25 per ounce increase in the form of royalties. Subsequent to the end of the year, the Company completed the acquisition of valuable resource and tenement holdings from Stone Resources Australia Limited (ASX: SHK). Regis issued a total of $10 million worth of Regis shares to SHK and will pay a 1% Net Smelter Royalty (NSR) which begins after the first 100,000 ounces of production. The 1% NSR payments are capped at $5 million, after which the royalty will revert to 0.0025% NSR for four years. Operating results for the entire Duketon Project are summarised below: Duketon Greenstone Belt geology interpretation. Ore mined Waste mined Stripping ratio Ore mined Ore milled Head grade Recovery Gold production Cash cost Cash cost inc royalty All in Sustaining Cost Unit Mbcm Mbcm w:o Mt Mt g/t % koz’s A$/oz A$/oz A$/oz 2020 4.16 26.37 6.33 9.98 9.37 1.25 94 352 914 1,021 1,246 2019 4.28 28.12 6.58 10.14 9.43 1.27 94 363 819 897 1,029 Regis Resources Limited | Annual Report 2020 9 Duketon South Operations The Duketon South Operations includes the Garden Well, Rosemont, Erlistoun, Tooheys Well, Baneygo and other satellite projects in proximity to the Garden Well processing plant Annual production at DSO was 259,858 ounces of gold for the year, which was a decrease of 5% on the prior year. The decrease in gold production was primarily due to lower throughput driven by processing interruptions at the Garden Well processing plant. Declaration of commercial production at the Rosemont Underground operation was made on 1 June 2020. The introduction of Rosemont Underground material contributed 178,505 tonnes ore at 1.85 g/t for 9,980 ounces of gold in FY2020. Operating results for the year to 30 June 2020 were as follows: Ore mined Waste mined Stripping ratio Ore mined Ore milled Head grade Recovery Gold production Cash cost Cash cost inc royalty All in Sustaining Cost Duketon North Operations Unit Mbcm Mbcm w:o Mt Mt g/t % koz’s A$/oz A$/oz A$/oz 2020 2.80 19.56 7.0 7.23 6.37 1.35 94 260 859 963 1,218 2019 2.72 21.30 7.8 6.98 6.45 1.40 94 275 791 870 1,021 Duketon North Operations comprises the Moolart Well, Gloster, Dogbolter, Petra and Anchor pits with all ore processed through the Moolart Well processing plant. Annual production at DNO was 92,184 ounces of gold for the year, which was an increase of 4% on the prior year. The increase in gold production at DNO was driven by higher grade following the introduction of material from the Dogbolter and Petra satellite pits. Operating results for the year to 30 June 2020 were as follows: Unit Mbcm Mbcm w:o Mt Mt g/t % koz’s A$/oz A$/oz A$/oz 2020 2019 1.36 6.81 5.0 2.75 3.00 1.04 92 92 1,071 1,184 1,324 1.55 6.82 4.4 3.16 2.98 0.99 93 88 903 981 1,055 Ore mined Waste mined Stripping ratio Ore mined Ore milled Head grade Recovery Gold production Cash cost Cash cost inc royalty All in Sustaining Cost 10 Regis Resources Limited | Annual Report 2020 Gold Exploration Duketon Gold Project Regis controls a significant tenement package across the majority of the Duketon Greenstone Belt (DGB) which includes over 3,000 square kilometres of contiguous tenements. Regis’ organic growth potential through exploration was given a major boost in August 2019 when the Company acquired the Duketon Mining Ltd (DKM) tenement holding across the Duketon Greenstone Belt. The acquisition tripled the Company’s landholding and has provided new opportunities for significant new gold discoveries in underexplored areas across 120 strike kilometres of prospective geology. In addition, the recent acquisition of the Ben Hur Gold Deposit and surrounding tenements from Stone Resources Australia Ltd will add immediate value to the resource base and provides significant new potential growth opportunities through extensional drilling and exploration. Regis’ large landholding, approximately 93% of this highly prospective greenstone belt, and accelerated Greenfields exploration will provide a steady flow of new opportunities to the pipeline of projects required to feed the resource and reserve base of the Duketon Operations. Significant exploration and development projects advanced during the year ended 30 June 2020 are outlined below: Development – Rosemont Underground Project The Rosemont Project is a fully operational open pit gold mine (commenced in March 2013) with a stand-alone crushing and grinding plant, piping an ore slurry to the Garden Well CIL processing facility. The current open pit mine is expected to continue until at least FY2024. The geology at Rosemont has gold hosted in a steeply dipping quartz-dolerite unit intruding into a mafic-ultramafic sequence. Gold mineralisation occurs over 4 kilometre strike within the quartz-dolerite and is localised within en-echelon quartz-albite veins and associated hydrothermal alteration. The quartz-dolerite varies in thickness from 5 metres, up to 100 metres wide. Development of the portal at the southern end of the Rosemont Main open pit began in February 2019, with first ore mined in the September 2019 quarter. Commercial production was declared by the Company on 1 June 2020. An updated Mineral Resource estimate of 2 million tonnes at a grade of 5.4g/t for 330,000 ounces of gold was announced in August 2020. Deep extensional diamond drilling continues at Rosemont Underground in order to determine the extent of the mineralised quartz-dolerite 500 metres below planned underground development and the potential for extensions to underground resources. Rosemont Underground long-section looking west with high-grade intercepts beneath the final pit and planned underground development. Regis Resources Limited | Annual Report 2020 11 Garden Well Underground Garden Well is a shear hosted Archaean orogenic gold deposit located 100 kilometres north of Laverton which commenced operations in September 2012 and currently has a 5-year mine life. Drilling below the final pit design at the Garden Well Gold mine indicated the potential for a significant underground target below the southern end of the open pit project. Numerous thick, high-grade intercepts sit below and to the south of the pit design in a zone of continuous mineralisation. RC and diamond drilling programmes were undertaken with the aim to test the down plunge continuity of high-grade gold mineralisation located below the final pit design and to reduce the drill spacing. Diamond drilling beneath the southern end of the Garden Well pit during the year confirmed a wide, robust high-grade mineralised zone. The drilling has been a key exploration focus and is now complete and ready for the estimation of a maiden Mineral Resource and Ore Reserve. This is expected to be completed in H1 FY2021. Following the completion of drilling at Garden Well South, focus has turned to the high-grade gold intercepts in early exploration drilling below the northern end of the pit. This provides a new opportunity to add to the resources, with potential for high-grade gold mineralisation extending 400 metres down plunge beneath the northern end of the pit. Garden Well long section looking west with potential Garden Well South Underground and Garden Well North Underground high-grade intercepts beneath the current pit design. 12 Regis Resources Limited | Annual Report 2020 Baneygo Underground The Baneygo-Idaho Gold Project is located 15 kilometres south along strike of the Rosemont Gold Deposit and has an open-pit Mineral Resource of 12 million tonnes at 1.0g/t for 381,000 ounces of gold. Gold mineralisation at Baneygo extends over 2.5 kilometre strike and is hosted in quartz-dolerite which has intruded a sequence of mafic-ultramafic-sedimentary units. The deposits are similar in style to the Rosemont Gold deposit, with gold mineralisation confined to the quartz-dolerite. During the finanical year, a deep drill programme targeted down plunge and strike extensions to the gold mineralisation beneath open pit oxide Resources. Infill drilling commenced to reduce drill spacing beneath the central pit with the aim of defining a potential underground Resource. Baneygo Central long section looking west with significant intercepts beneath the current pit design. Greenfields Exploration Greenfields exploration campaigns have focussed on identifying new mineralised trends and drill testing high priority geological target areas. Much of the western trend is concealed by transported sediment cover, is significantly underexplored, and is in a geologically similar setting to other large gold systems in the Eastern Goldfields. A regional program of surface lag sampling commenced following the acquisition of the DKM tenure in August 2019 with 25,000 samples collected to date to build on Regis’ existing geochemical database. Results from surface lag sampling and geochemical Aircore drilling has identified new mineralised trends which were previously unrecognised. The highest priority target identified to date is located at the Risden Well District. The Risden Well District shows all the signs of a large hydrothermal system with the potential to host a sizable gold deposit located under transported sediment cover at the edge of a late sedimentary basin. Geochemical anomalies characteristic of large hydrothermal gold systems have been intersected in AC drilling over 20 kilometres at Risden Well within the sediment package. A single diamond drill hole was drilled to 523 metres at the Betelgeuse Prospect to confirm the geology, alteration mineralogy, and orientation of shearing and veining. Immediate work is focussed on the Betelgeuse Prospect at Risden Well, with RC and Aircore drilling testing a 5 kilometre-long gold geochemical target. Regis Resources Limited | Annual Report 2020 13 Group Reserve & Reserve Growth The exploration programme at the Duketon project continues to be focussed on high potential areas for Mineral Resource expansions with a view to delivering further extensions to the mine life of the current operations. In addition, drilling for underground resource potential continues to produce highly encouraging results at Garden Well, Baneygo and other earlier stage targets. The Company released an updated annual Mineral Resource and Ore Reserve Statement in August 2020. The JORC compliant Group Mineral Resources as at 31 March 2020 are estimated to be 249 million tonnes at 1.0g/t gold for 7.69 million ounces of gold, compared with the estimate at 31 March 2019 of 263 million tonnes at 1.0g/t Au for 8.19 million ounces of gold. 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 s e c n u O d n a s u o h T 8,190 9 1 - r a M - 1 3 Group Mineral Resources 360 130 n o i t e p e D l e t a d p U l e d o M 7,690 0 2 - r a M - 1 3 Mineral Resources are reported inclusive of Ore Reserves and include all exploration and resource definition drilling information, where practicable, up to 31 March 2020 and have been depleted for mining to 31 March 2020. Mineral Resources are constrained by optimised open pit shells developed with operating costs and a long-term gold price assumption of A$2,000 per ounce for the purpose of satisfying “reasonable prospects for eventual extraction” (JORC 2012). The change in the Group Ore Reserve from March 2019 to March 2020 is as follows: 5,000 4,000 3,000 2,000 1,000 s e c n u O d n a s u o h T 0 4,030 9 1 - r a M - 1 3 Group Ore Reserves 350 60 n o i t e p e D l e t a d p U l e d o M 3,620 0 2 - r a M - 1 3 The re-estimation of Group Ore Reserves resulted in a 1% decrease in tonnes and 2% decrease in ounces after allowing for depletion by mining. This was primarily the result of the inclusion of further drilling results at all Duketon Ore Deposits, Resource reviews and the subsequent Resource updates. 14 Regis Resources Limited | Annual Report 2020 McPhillamys Gold Project The 100% Regis owned McPhillamys Gold Project, located in New South Wales, is one of Australia’s larger undeveloped open pittable gold resources. The project is located 250 kilometres west of Sydney in a well-established mining district. The current Ore Reserves at the McPhillamys Gold Project are 61 million tonnes at 1.0g/t gold for 2.02 million ounces. Pre-feasibility level studies show the McPhillamys Gold Project is a robust, large scale open pit gold mine with a planned 7 million tonne per annum mining and processing operation producing an average of 192,000 ounces per annum over a nine year mine life. McPhillamys Gold Project location and NSW tenure. A computer generated McPhillamys Gold Project site layout post closure. Regis Resources Limited | Annual Report 2020 15 Life of mine gold production is shown below: Mining Waste volume (BCM millions) Ore volume (BCM millions) Volume total (BCM millions) W:O Strip Ratio Ore Mined (Tonnes millions) Milling Dry Tonnes Per Hour Plant Availability Ore Milled (Tonnes millions) Milled Grade (g/t) Recovery Ounces Recovered Mine life (years) 91.6 21.3 112.9 4.29 60.1 841 95.0% 60.1 1.05 85.0% 1,728,264 9 During the year, the Company continued to progress the water supply agreement, finalise the pipeline route and negotiate with land holders for access to utilise recycled water from the Mt Piper Power Station and Centennial Mine near Lithgow. This is one of the two long term water supply options for the Project. The Company continues to hold approximately 4.5GL/pa of ground water access licenses in a zone of the Lachlan catchment, approximately 80 kilometres from the McPhillamys Gold Project as an alternative water supply. In addition, an application to connect the Project power supply has been made with TransGrid. Regis is working with the community and TransGrid to identify the optimum route, placement of infrastructure and land access. In July 2019, the Company submitted the Development Application (‘DA’) along with the Environmental Impact Statement (‘EIS’) for the development of the McPhillamys Gold Project. These reports were publicly exhibited for a 42-day period ending on 24 October 2019. The exhibition period provided an opportunity for the public authorities, organisations, and the general public to make submissions on the project to the Department of Planning, Industry and Environment (‘DPIE’). Subsequent to the end of the year, the Company reached another key milestone after lodging a Submissions Report and Project Amendment Report with the DPIE addressing comments and questions raised by government agencies and the community during the public exhibition of the EIS in 2019. The DA will now be assessed by the NSW DPIE before being determined by the NSW Independent Planning Commission (‘IPC’) with a possible decision by the IPC during the first half of 2021. Regis recognises and respects that the final decision by the government is still to be made and while the process is still underway a decision on the DA could be made in the first half of 2021. Should this occur based on current plans the Company foresees potential for commissioning to occur in the second half of 2022. As noted, this is highly dependent on the timing of a successful application approval. Annual Gold Production and Milled Grade Ounces Recovered Milled Grade (g/t) 1.60 1.40 1.20 1.00 0.80 0.60 0.40 0.20 0.00 u A / t / g 1 2 3 4 5 6 7 8 9 142,688 183,016 179,298 192,720 177,647 209,062 210,877 224,493 210,461 0.90 0.95 0.94 1.01 0.93 1.09 1.10 1.37 1.46 250,000 200,000 150,000 100,000 50,000 0 s e c n u O Ounces Recovered Milled Grade (g/t) 16 Regis Resources Limited | Annual Report 2020 Mineral Resources and Ore Reserves Regis Resources Limited | Annual Report 2020 17 t n e t e p m o C l a t e M e d a r G ) t M ( 2 n o s r e P ) z o k ( ) t / g ( e c r u o s e R l d o G l d o G s e n n o T e c r u o s e R l a t o T A A A A A A A B A A A A A A A A A A 0 5 7 0 1 3 0 5 1 - 0 7 0 8 2 1 , 0 7 7 1 , 0 7 3 0 3 3 0 0 5 0 8 3 0 3 1 0 9 0 6 0 4 0 4 0 3 7 3 , 0 1 0 5 , 0 9 2 2 , - 0 9 3 0 8 6 2 , 0 9 6 7 , 7 0 . 8 0 . 0 1 . 9 0 . 2 1 . 8 0 . 8 0 . 1 1 . 4 5 . 1 1 . 0 1 . 1 1 . 0 1 . 2 2 . 6 1 . 7 0 . 0 1 . 9 0 . 0 1 . 2 1 . - 0 1 . 0 1 . 3 3 3 1 4 2 0 2 5 7 6 1 1 2 4 1 2 1 4 3 1 1 2 6 1 1 9 6 1 0 7 0 1 - 0 8 l d o G l a t e M ) z o k ( 0 2 1 0 3 1 0 1 0 2 - 0 8 2 0 1 1 - 0 1 1 0 6 - 0 1 - 0 2 0 4 - 0 6 3 0 4 6 0 1 0 6 - 0 7 l d o G d e r r e f n I e d a r G s e n n o T 7 0 . 8 0 . 1 1 . 6 0 . 6 0 . 7 0 . 7 0 . 6 1 . 1 6 . 8 0 . 9 0 . 9 0 . 8 0 . 3 2 . 6 1 . - 2 1 . 9 0 . 6 0 . 8 0 . - 8 0 . 9 0 . ) t / g ( 5 5 0 1 0 2 1 5 0 1 2 0 0 0 0 1 - 0 1 1 2 1 2 - 3 4 2 ) t M ( l d o G l a t e M ) z o k ( 0 6 4 0 7 1 0 4 1 - 0 5 0 2 8 0 5 4 1 , 0 7 2 0 1 2 0 4 4 0 8 3 0 2 1 0 9 0 4 - 0 4 0 3 0 3 , 0 6 8 3 , 0 8 2 2 , - 0 3 3 0 1 6 2 , 0 6 4 6 , l d o G d e t a c i d n I e d a r G s e n n o T 7 0 . 8 0 . 0 1 . 0 1 . 1 1 . 8 0 . 8 0 . 1 1 . 1 5 . 2 1 . 0 1 . 2 1 . 0 1 . 2 2 . - 7 0 . 0 1 . 9 0 . 0 1 . 3 1 . - 1 1 . 0 1 . ) t / g ( ) t M ( 1 2 7 4 1 0 4 3 4 5 8 1 2 1 2 1 3 3 1 - 2 4 9 8 2 1 9 6 8 - 7 7 5 0 2 l d o G l a t e M ) z o k ( 0 6 1 0 1 - - - 0 8 1 0 0 2 0 0 1 - 0 1 - - - - - - - - - - 0 3 3 0 1 5 l d o G d e r u s a e M e d a r G s e n n o T f f O - t u C 8 0 . 8 0 . 8 0 . 4 0 . 1 2 . 8 0 . 8 0 . 0 1 . - 8 0 . 7 0 . 7 0 . - - - - 8 0 . 8 0 . - - - - ) t / g ( 6 1 0 0 0 7 8 3 - 0 0 0 - - - - 2 1 0 2 - - - - ) t M ( 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 0 2 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . ) t / g ( t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O e p y T 1 l l e W l t r a o o M j t c e o r P l d o G 1 r e t l o b g o D 1 r e t s o G l 1 r o h c n A 1 a r t e P l a t o T b u S s t i s o p e D h t r o N n o t e k u D d n u o r g r e d n U t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O 1 l l e W n e d r a G 3 1 t n o m e s o R 1 t n o m e s o R 1 l l e W s y e h o o T o g y e n a B 1 n u o t s i l r E d n F i s l l e s s u R d n F i s t l e h c e R i n h o J g n K i i h s m a e B l a t o T b u S s t i s o p e D h t u o S n o t e k u D 18 Regis Resources Limited | Annual Report 2020 t i P - n e p O t i P - n e p O t i P - n e p O l a t o T b u S l a t o T l a t o T n o t e k u D s y m a l l i h P c M i e g d R y r e v o c s D i s t i s o p e D W S N s i g e R l l i H d a B l 0 2 0 2 h c r a M 1 3 t a s a s e c r u o s e R l i a r e n M p u o r G 9 4 2 0 2 7 0 1 5 8 0 . 0 2 l a t o T d n a r G . i g n d n u o r o t e u d r u c c o y a m n o i t a m m u s f o s r o r r E . s e c n u o 0 0 0 0 1 d n a , e d a r g d o g l t / g 1 0 . , , , s e n n o t 0 0 0 0 0 0 1 t s e r a e n e h t o t d e d n u o r n e e b s a h a t a d e v o b a e h T . l i d e t o n e s w r e h t o s s e n u 2 1 0 2 e d o C C R O J o t s e v r e s e R e r O f o e v s u c n l i i d e t r o p e r e r a s e c r u o s e R l a r e n M i l l A . . t / g 4 0 f o e d a r g f f o - t u c t a s e l i p k c o t S M O R f o e v s u c n l i i d e t r o p e r e r a s e v r e s e R e r O d n a s e c r u o s e R l a r e n M i . 1 . s e t o N n o s r e P t n e t e p m o C p u o r G o t r e f e R . 2 . 0 2 0 2 y r a u r b e F 1 1 d e t r o p e r s A . 3 3 n o s r e P t n e t e p m o C C C C C C C C D C C C C C l a t e M d o G l e d a r G d o G l s e n n o T l a t e M d o G l e d a r G d o G l s e n n o T l a t e M d o G l e d a r G d o G l s e n n o T f f O - t u C e v r e s e R e r O l a t o T l e b a b o r P d e v o r P 0 2 0 2 h c r a M 1 3 t a s a s e v r e s e R e r O p u o r G ) z o k ( 0 3 1 0 9 0 6 0 3 - 0 2 3 0 9 4 0 7 1 0 4 1 0 5 2 0 4 1 0 7 0 3 0 8 2 1 , 0 0 6 1 , 0 2 0 2 , 0 2 6 3 , 8 0 . 1 1 . 0 1 . 1 1 . 3 1 . 9 0 . 9 0 . 3 1 . 0 4 . 5 1 . 2 1 . 3 1 . 4 1 . 2 1 . 1 1 . 0 1 . 1 1 . ) t / g ( ) t M ( 5 3 2 1 0 1 1 7 1 4 1 5 3 2 1 3 3 3 4 1 6 4 0 1 0 7 0 9 0 5 0 3 - 0 4 2 0 2 3 0 0 1 0 4 1 0 4 2 0 3 1 0 7 0 3 0 3 0 1 , 0 7 2 1 , 0 2 0 2 , 0 9 2 3 , 7 0 . 1 1 . 1 1 . 1 1 . 0 1 . 0 1 . 0 1 . 4 1 . 0 4 . 6 1 . 3 1 . 4 1 . 4 1 . 4 1 . 3 1 . 0 1 . 1 1 . ) z o k ( ) t / g ( 3 3 1 1 0 8 0 1 2 1 5 3 1 1 3 2 1 3 1 6 2 9 ) t M ( - 0 6 0 1 - - 0 7 0 7 1 0 6 - 0 1 - - - - 0 5 2 0 3 3 0 3 3 9 0 . 8 0 . 8 0 . 4 0 . 1 2 . 9 0 . 8 0 . 1 1 . 6 1 . 8 0 . 7 0 . 7 0 . - 8 0 . 8 0 . - 8 0 . ) z o k ( ) t / g ( 2 0 1 0 0 3 7 2 0 0 0 0 - 9 - 2 1 2 1 ) t M ( 2 ) t / g ( . 3 0 > . 5 3 0 > . 4 0 > . 4 0 > . 5 3 0 > . 3 0 > . 5 3 0 > t i P - n e p O 1 l l e W l t r a o o M t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O 1 r e t l o b g o D 1 r e t s o G l 1 r o h c n A 1 a r t e P l a t o T b u S s t i s o p e D t i P - n e p O 1 l l e W n e d r a G t i P - n e p O 1 t n o m e s o R h t r o N n o t e k u D e p y T j t c e o r P d o G l 0 2 . d n u o r g r e d n U 1 t n o m e s o R . 5 4 0 > . 5 4 0 > . 5 3 0 > . 4 0 > t i P - n e p O 1 l l e W s y e h o o T t i P - n e p O t i P - n e p O 1 o g y e n a B 1 n u o t s i l r E t i P - n e p O d n F i s l l e s s u R . 4 0 > t i P - n e p O s y m a l l i h P c M l a t o T d n a r G s i g e R l a t o T b u S s t i s o p e D l a t o T b u S l a t o T n o t e k u D h t u o S n o t e k u D . i g n d n u o r o t e u d r u c c o y a m n o i t a m m u s f o s r o r r E . s e c n u o 0 0 0 0 1 d n a , e d a r g d o g l t / g 1 0 . , , , s e n n o t 0 0 0 0 0 0 1 t s e r a e n e h t o t d e d n u o r n e e b s a h a t a d e v o b a e h T . s e t o N t u C r e w o L s e v r e s e R e r O p u o r G o t r e f e R . i s n a m o d y g o o h t i l l i i d n a n o i t a d x o o t g n d r o c c a y r a v s e d a r g f f o - t u C . . t / g 4 0 f o e d a r g f f o - t u c t a s e l i p k c o t S M O R f o e v s u c n l i i d e t r o p e r e r a s e v r e s e R e r O d n a s e c r u o s e R l a r e n M i . 1 . 2 . s e t o N n o s r e P t n e t e p m o C p u o r G o t r e f e R . 3 Regis Resources Limited | Annual Report 2020 19 Financial Report Directors’ Report Remuneration Report (Audited) Auditor’s Independence Declaration Consolidated Statement of Comprehensive Income Consolidated Balance Sheet Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report 21 32 48 50 51 52 53 54 89 90 20 Regis Resources Limited | Annual Report 2020 Directors’ Report Your directors submit their report for the year ended 30 June 2020. Directors The directors of the Company in office since 1 July 2019 and up to the date of this report are: Mr James Mactier, BAgrEc (Hons), GradDipAppFin, GAICD (Independent Non-Executive Chairman) Mr Mactier was joint head of the Metals and Energy Capital Division of Macquarie Bank Limited for fifteen years until his retirement in April 2015. He has wide ranging experience in project and corporate finance, resource project assessment, equity investing, commodity and currency hedging and trading in the metals and energy sectors globally. He is a Graduate Member of the Australian Institute of Company Directors. During the past three years, Mr Mactier has not served as a director of any other ASX listed company. Mr Jim Beyer, BEng, MGeoSc, AMEC (Chief Executive Officer and Managing Director) Mr Beyer is a Mining Engineer with extensive gold industry experience having been the General Manager of the Boddington Gold Mine, one of Australia’s largest gold mines, from 2007 to 2010 and General Manager of the Pajingo Gold Mine from 2004 to 2006. Immediately prior to Regis, Mr Beyer was the Chief Executive Officer of Western Australian based iron ore producer and explorer Mt Gibson Iron Limited (ASX:MGX) from 2012 to 2018. Mr Beyer holds a Bachelor of Engineering (Mining) degree, a Masters of Geoscience (Mineral Economics) and is a Vice President of the Executive Council of the Association of Mining & Exploration Companies (AMEC). During the past three years, Mr Beyer has not served as a director of any other ASX listed companies. Mrs Fiona Morgan, CPEng, BE(Hons), FIEAust, FAusIMM, GAICD (Independent Non-Executive Director) Mrs Morgan is a Chartered Professional Engineer with over 27 years’ experience in the mining industry, including working on gold, nickel, coal and iron ore projects. Mrs Morgan is the Managing Director and Chief Executive Officer of Mintrex Pty Ltd, a highly regarded and longstanding consulting engineering company which has successfully undertaken a broad suite of technical services to Australian and international clients developing resource projects. She has a wide range of experience in operations and project management, maintenance, research and design of both underground and surface mining infrastructure. Mrs Morgan is a Fellow of the Institution of Engineers Australia, a Fellow of the Australasian Institute of Mining and Metallurgy and a graduate member of the Australian Institute of Company Directors. During the past three years, Mrs Morgan has not served as a director of any other ASX listed company. Regis Resources Limited | Annual Report 2020 21 Mr Steve Scudamore, MA (Oxon), FCA, FAICD, SF Fin (Independent Non-Executive Director) Mr Scudamore is a respected Chartered Accountant with significant ASX listed Board experience. He was a partner with KPMG for 28 years until his retirement in 2012, specialising in energy and natural resources. He held senior roles in Australia, UK and PNG including National Managing Partner for Valuations, Head of Corporate Finance WA and Chairman of Partners WA. Mr Scudamore holds a Masters of Arts (History and Economics) from Oxford University, is a Fellow of the Institutes of Chartered Accountants Australia and England and Wales, is a Fellow of the Institute of Company Directors and a Senior Fellow of the Financial Services Institute of Australia. Mr Scudamore is currently a non-executive director of ASX listed companies Pilbara Minerals Limited and Australis Oil and Gas Limited as well as various not-for-profit and community organisations. His previous board positions include Aquila Resources Limited and Altona Mining Limited. Mrs Lynda Burnett, BSc (Hons), GAICD, MAusIMM, MSEG (Independent Non-Executive Director) Mrs Burnett is a geologist with over 30 years’ experience in the mining industry. She has held a variety of roles with major and junior mining companies most recently with Sipa Resources Limited as Managing Director. Prior to Sipa Resources Limited, Mrs Burnett spent 9 years with Newmont Asia Pacific from 2005-2013 as Director Exploration Australia and Manager Exploration Business Development with responsibility for the strategic planning, management and oversight of all Newmont’s generative exploration projects and brown fields exploration projects. Prior to her roles at Newmont, she worked for a number of mining and exploration companies including, Normandy Mining Limited, Newcrest Mining Limited, Plutonic Resources Limited and as an Executive Director of Summit Resources Limited. Other than as mentioned above, during the past three years Mrs Burnett has not served as a director of any other ASX listed companies. Mrs Burnett is currently the Chair of the Strategic Advisory Board of the Centre for Exploration Targeting based at the University of WA. Mr Russell Barwick, Dip. Min Eng, FAusIMM, FAICD (Independent Non-Executive Director) Mr Barwick is a mining engineer with extensive technical, operational, managerial and corporate experience in the mining industry across a wide range of commodities and jurisdictions. He is currently a Non-Executive Director of ASX listed companies Mount Gibson Iron Limited, Red Metal Limited (Chairman) and Lithium Power International Limited and the associated unlisted Minera Salar Blanco S.A. (Chile). During his 46-year career, Mr Barwick worked for Bougainville Copper Limited (CRA), Pancontinental Mining Limited and CSR Limited and spent 16 years with Placer Dome in key development, operational and corporate roles in numerous countries before his appointment as Managing Director of Placer Niugini Limited. He later served as Managing Director of Newcrest Mining Limited before moving to Canada as Chief Operating Officer for Wheaton River Minerals Limited and its successor, Goldcorp Inc. Mr Barwick returned to Australia in 2008 and resides in Queensland. Mr Barwick holds a Diploma in Mining Engineering (Ballarat) and is a Fellow of both the Australasian Institute of Mining and Metallurgy, and the Australian Institute of Company Directors. 22 Regis Resources Limited | Annual Report 2020 Directors’ ReportMr Paul Thomas, BAppSc (extmet), GAICD (Executive Director – retired 19 August 2019) Mr Thomas joined Regis in March 2014 in the role of Chief Operating Officer (COO) and was appointed to the Board immediately following the company’s AGM on 12 November 2015. Mr Thomas is a qualified metallurgist with extensive operating and development experience gained in a career of over 30 years in the mining industry. During this time, he has held a number of senior operations management and executive roles within Australian listed gold and base metal mining companies. Mr Thomas has various regulatory and technical qualifications in mining, processing, management and finance including a Diploma in Open Cut and Underground Mining, a Diploma of Business and a Graduate Diploma of Applied Finance and Investment. He is a Graduate Member of the Australian Institute of Company Directors. During the past three years, Mr Thomas has not served as a director of any other ASX listed companies. Mr Thomas retired as Executive Director on 19 August 2019 and continued in the role of Chief Operating Officer until his resignation on 30 September 2019. Mr Ross Kestel, B.Bus, CA, MAICD (Independent Non-Executive Director – retired 26 November 2019) Mr Kestel is a Chartered Accountant and was a Director of a mid-tier accounting practice for over 27 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 exploration, mining, mine services, property development, manufacturing and technology industries. During the past three years he has also served as a Non-Executive Director of Beadell Resources Limited (from February 2012 to November 2015). Mr Kestel is a member of the Australian Institute of Company Directors. Mr Kestel retired as a Non-Executive Director of Regis Resources Limited on 26 November 2019. Company Secretary Mr Jon Latto, B.Com, CA, MBA GradDip ACG ACIS Mr Latto is a Chartered Accountant with over 25 years’ experience including 12 years’ experience as a Chief Financial Officer within the Australian gold sector. Mr Latto was previously Chief Financial Officer for Doray Minerals Limited for approximately six years and has significant corporate and commercial experience. Mr Latto has also worked with Ernst & Young in Australia, America and India on projects primarily related to finance function reform and previously worked in London in a variety of financial roles. Mr Latto is a Chartered Secretary and holds a Masters of Business Administration from the University of Western Australia. Dividends After the balance sheet date the following dividends were proposed by the directors: Final dividends recommended: Ordinary shares Cents per Share Total Amount $’000 8.00 40,668 The financial effect of these dividends has not been brought to account in the consolidated financial statements for the year ended 30 June 2020 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 Duketon Gold Project; • 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. Regis Resources Limited | Annual Report 2020 23 Directors’ ReportObjectives The Group’s objectives are to: • Continue to optimise mining and processing operations across the Duketon Gold Project whilst maintaining a high standard of safety; • Maximise cash flow by this process of optimisation and the blending of ore feed from satellite resources across the Duketon tenure; • Organically increase the Reserve base of the Group by discovering and developing satellite resource positions and extending the reserve base of existing operating deposits; • Focus on regional exploration to add incremental ounces and mine life to the three operating mills in the district; • Advance the economic study of the McPhillamys Gold Project in NSW with a view to developing a significant long life gold mine at the project; • Return value to shareholders through dividends where appropriate; and • Actively pursue inorganic 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 within two distinct project areas at the Duketon Gold Project in the Eastern Goldfields of Western Australia. The Duketon South Operations (“DSO”) contains the Garden Well Gold Mine, the Rosemont Gold Mine (open pit and underground), the Erlistoun Gold Mine, the Tooheys Well Gold Mine and the Baneygo Gold Mine. The Duketon North Operations (“DNO”) comprises the Moolart Well Gold Mine, the Gloster Gold Mine, Anchor Gold Mine, the Dogbolter Gold Mine and the Petra Gold Mine. 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 Blayney. Financial Summary Key financial data Financial results Sales revenue(i) 2020 $’000 2019 $’000 Change $’000 755,791 652,450 103,341 Cost of sales (excluding D&A)(ii) (344,105) (328,068) Other income/(expenses) Corporate, admin and other costs EBITDA(i) Depreciation and amortisation (D&A) Profit before tax(i) Income tax expense Reported profit after tax Other financial information Cash flow from operating activities Net cash Net assets Basic earnings per share (cents per share) (150) (17,396) 394,141 (108,323) 284,660 (85,143) 199,517 343,013 187,457 835,081 39.26 4,379 (21,976) 306,785 (74,223) 233,473 (70,323) 163,150 275,485 186,576 716,464 32.18 (16,037) (4,529) 4,580 87,356 (34,100) 51,187 (14,820) 36,367 67,528 881 118,617 7.08 Change % 15.8% 4.9% (103.4%) (20.8%) 28.5% 45.9% 21.9% 21.1% 22.3% 24.5% 0.5% 16.6% 22.0% (i) Sales revenue excludes $21.2 million in capitalised revenue from pre-production assets (Refer to Note 13). (ii) EBITDA is an adjusted measure of earnings before interest, taxes, depreciation and amortisation. Cost of sales (excluding D&A) and EBITDA 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 24 Regis Resources Limited | Annual Report 2020 Directors’ ReportPerformance relative to the previous financial year Regis achieved an after tax profit of $199.5 million for the full year to 30 June 2020, which was up 22.3% from the previous corresponding year result of $163.1 million. Sales The Company produced 352,042 ounces of gold for the year ended 30 June 2020. Gold sales revenue rose by 15.8% from the previous year with 353,182 ounces of gold sold at an average price of $2,200 per ounce in 2020 (2019: 369,721 ounces at $1,765 per ounce). The Company delivered gold produced into a combination of forward contracts and at the prevailing spot price. The total hedging position at the end of the year was 399,494 ounces with a weighted average forward price of $1,614 per ounce (2019: 451,514 ounces with a weighted average forward price of $1,611 per ounce). Cost of Sales Costs of sales including royalties, but before depreciation and amortisation increased by 4.9% to $344.1 million. Depreciation and Amortisation Depreciation and amortisation charges increased by 45.9% from the prior year predominantly as a result of new pits commencing production in FY20 and the adoption of the new standard AASB 16 – Leases which has also contributed $8.7 million to this increase (Refer to Note 11). Cash Flow from Operating Activities Cash flow from operating activities was $343.0 million, up 24.5% on the prior year due to increased revenue. During the year, the Company paid $63.8 million of income taxes. The Company continued to provide strong returns to shareholders through the payment of two fully franked dividends in FY20 totalling $81.3 million. Duketon South Operations (“DSO”) Operating results at the Duketon South Operations for the 12 months to 30 June 2020 were as follows: Ore mined Waste mined Strip ratio Ore mined Ore milled Head grade Recovery Gold production Cash cost per ounce – pre royalties Cash cost per ounce – incl. royalties All-in Sustaining Cost (“AISC”) BCM BCM w:o Tonnes Tonnes g/t % 30 June 2020 30 June 2019 2,800,054 2,720,208 19,557,651 21,304,421 7.0 7.8 7,234,482 6,980,062 6,371,894 6,451,299 1.35 94 1.40 94 Ounces 259,858 274,861 A$/oz A$/oz A$/oz $859 $963 $791 $870 $1,218 $1,020 Production at DSO decreased by 5% from the previous year with 259,858 ounces of gold produced at an all-in sustaining cost of $1,218 per ounce. Production is lower due to processing interruptions at Garden Well as a result of unplanned maintenance shutdowns and a mill motor failure and marginally lower grade. AISC increased by 19% primarily due to an increase in drill & blast costs at the satellite pits with harder rock surfaces and deeper in-pit mining along with reduced production as mentioned above. In addition, higher cost ounces at Rosemont Underground were recognised following the declaration of commercial production from 1 June 2020 as the mine continues to ramp up to steady state production levels. Regis Resources Limited | Annual Report 2020 25 Directors’ ReportDuketon North Operations (“DNO”) Operating results for the 12 months to 30 June 2020 were as follows: Ore mined Waste mined Strip ratio Ore mined Ore milled Head grade Recovery Gold production Cash cost per ounce – pre royalties Cash cost per ounce – incl. royalties All-in Sustaining Cost (“AISC”) BCM BCM w:o Tonnes Tonnes g/t % 30 June 2020 30 June 2019 1,363,821 1,555,629 6,811,692 6,816,483 5.0 4.4 2,745,313 3,161,815 2,999,498 2,982,702 1.04 92 0.99 93 Ounces 92,184 88,558 A$/oz A$/oz A$/oz 1,071 1,184 1,324 $903 $981 $1,055 DNO produced 92,184 ounces of gold for the year at an all-in sustaining cost of $1,324 per ounce. Gold production was up 4% on the prior year as a result of increases in processed head grade and throughput at the Moolart Well mill. Throughput benefited from the introduction of ore feed from the Dogbolter satellite pit, which commenced operations in September 2019. AISC increased by 25% on the prior year due to increased stripping ratios at DNO, as the mining fleet focussed on near surface mining activities at Dogbolter and pre-production mining at the Petra satellite pit. In addition, harder material from Gloster has resulted in an increase in the milling costs with the requirement of additional crushing capacity required for the full financial year, as well as additional costs associated with the changeover of the Company’s primary haulage contractor. Exploration During the year, a total of 221,365 metres of exploration drilling was completed across the Group’s tenements in Western Australia and New South Wales. Regis’ exploration for FY20 reflects the renewed growth strategy which continues to test for near mine extensions and new greenfield targets. The acquisition of the Duketon Mining Limited tenements on 23 August 2019 provided a significant increase to opportunities for new Greenfields discoveries, and increased the Company’s landholding to approximately 90% of the Duketon Greenstone Belt (“DGB”). Regis commenced a significant surface lag sampling program to generate new gold targets on the newly acquired tenure. The table below breaks down the drilling activity (in metres) by Prospect: Aircore RC Diamond Total Prospect Aircore RC Diamond Total Prospect Baneygo Duketon Townsite Erlistoun Fisher Well 12,576 Garden Well Gloster Idaho Little Well Matts Bore McKenzie Moolart Well - - - - - - 7,012 5,019 1,290 - - - - 360 2,874 23,617 5,752 29,369 Borodale Creek 672 714 - - - - - 672 714 Butchers Well Claypan Well 12,576 Hack Bore 19,141 19,141 Ranch 5,392 6,989 12,381 Speights 1,290 Bandya 7,012 Bella Well 5,019 Camel Hump 360 Claypan - - - - - - - Murphy Hills 11,800 - 2,874 Mt Maiden 14,231 912 11,800 Pleco 5,124 4,944 O’Connor Reward Rosemont - - 1,676 1,676 Riccaboni 1,665 11,138 12,803 Risden Well Russell’s Find 1,559 628 - 2,187 Ten Mile Bore 9,228 33,076 472 - - - 1,713 3,396 587 3,268 102 419 748 5,868 164 10,098 - - - - 7,140 - - - - - - - - - - - - - - - - - - - - 1,713 3,396 587 3,268 7,242 419 748 5,868 164 10,098 15,143 10,068 9,228 33,076 472 Total 126,460 51,884 43,021 221,365 26 Regis Resources Limited | Annual Report 2020 Directors’ ReportSignificant projects advanced during the year ended 30 June 2020 are outlined below. All drilling results and resource estimations highlighted in this report are detailed fully in announcements to the ASX made by the Company throughout the year, along with the associated JORC 2012 disclosures. Development - Rosemont Underground Project The Rosemont Project commenced in March 2013 and is a fully operational open pit gold mine with a stand-alone crushing and grinding plant, piping an ore slurry to the Garden Well Carbon in Leach (‘CIL’) plant. The geology at Rosemont has gold hosted in a steeply dipping quartz-dolerite unit intruding into a mafic-ultramafic sequence. Gold mineralisation is associated with quartz-albite-carbonate-chlorite- sulphide alteration of the quartz dolerite unit which varies from 5 metres to greater than 100 metres wide. In July 2019, the Company achieved first ore from the underground mining operation with 186k tonnes ore mined and 6,367 lineal metres of development during the year. As noted above, commercial production was declared from 1 June 2020. Deep diamond drilling commenced to explore the high-grade shoots which extend at depth beneath existing underground infrastructure with the Company announcing in August 2020 an updated Mineral Resource of 2 million tonnes at 5.4g/t AU for 330,000 ounces. Development - McPhillamys Gold Project NSW The 100% Regis owned McPhillamys Gold Project is one of Australia’s larger undeveloped open pittable gold resources. The Project is located approximately 250 kilometres west of Sydney in Central West NSW, a well-established mining district. In August 2020, the Company announced an updated Ore Reserve of 61 million tonnes at 1.0g/t Au for 2.02 million ounces. In July 2019, the Company submitted the Development Application (‘DA’) along with the Environmental Impact Statement (‘EIS’) for the development of the McPhillamys Gold Project. These reports were publicly exhibited for a 42-day period ending on 24 October 2019. The exhibition period provided an opportunity for public authorities, organisations, and the general public to make submissions on the project to the Department of Planning, Industry and Environment (‘DPIE’). The Company is in the process of completing the Responses to Submissions (‘RTS’) with the responses expected to be submitted in the coming weeks. The RTS is the next major phase in the assessment and approval process. The DPIE will then assess the DA and make a recommendation to the Independent Planning Commission (‘IPC’) which generally takes three to four months to complete. Finally, the IPC will conduct a public hearing, which under the updated framework requires a determination within a timeframe of 12 weeks. Regis recognises and respects that the final decision by the government is still to be made and while the process is still underway a decision on the DA could be made in the first half of 2021. Should this occur based on current plans the Company foresees potential for commissioning to occur in the second half of 2022. As noted, this is highly dependent on the timing of a successful application approval. Garden Well Underground A total of 19,141 metres of resource definition drilling was completed during the year to test the down plunge continuity of the high-grade gold mineralisation located at the southern end of the Garden Well open pit design. Drilling to date has identified a high-grade gold shoot plunging moderately to the south, extending from the southern end of the open pit, which measures 4 to 10 metres true width across strike and 80 to 100 metres down dip. Results confirm a wide, robust high-grade mineralised zone beneath the pit, with a maiden Resource and Reserve estimate anticipated in the September Quarter. The pre-feasibility study commenced during the year and is scheduled for completion in the December quarter. Baneygo-Idaho Project The Baneygo-Idaho Gold Project is located 15 kilometres south along strike of the Rosemont Gold Deposit and has an open-pit Resource of 12 million tonnes at 1.0g/t for 381,000 ounces of gold, including Ore Reserves of 3 million tonnes at 1.2g/t for 140,000 ounces of gold. Gold mineralisation extends over a 2.5 kilometre strike and is hosted in quartz dolerite which has intruded a sequence of mafic- ultramafic-sedimentary units. The deposits are similar in style to the Rosemont Gold deposit, with mineralisation confined to the quartz dolerite. Deep drilling at Baneygo during the year targeted down plunge and strike extensions to gold mineralisation beneath oxide Resources. Infill drilling commenced to reduce the drill spacing to 40m x 40m with the aim of defining a potential underground Resource. Results to date have been encouraging to support a case for potential underground development. Regis Resources Limited | Annual Report 2020 27 Directors’ ReportGloster Project The Gloster Gold Project is hosted in a package of intermediate volcanics and intrusives. Gold mineralisation is interpreted to be associated with multiple stacked lodes consisting of low angle quartz veins, dipping moderately to the north east. Gloster currently has an open-pit Resource of 13 million tonnes at 0.8g/t for 310,000 ounces of gold, including Ore Reserves of 2 million tonnes at 1.0g/t for 60,000 ounces of gold. During the year, Regis completed initial stages of a reverse circulation (‘RC’) and diamond drilling programme which identified a complex gold mineralised zone of steeply dipping shears and multiple flat lying mineralised vein sets beneath the existing pit. Mineralised zones are characterised by several metres of quartz-carbonate-sulphide veins with visible gold. An update of the mineralisation model provided further confidence that gold mineralisation beneath the Gloster Pit could be proved for economic underground development. Betelgeuse (Risden Well) Prospect Low level gold anomalies have been identified in surface samples and first pass aircore (‘AC’) drilling in poorly explored areas. AC drilling is ongoing in the high priority target areas with initial drill testing on a broad line spacing from 3,200 to 800 metres to define the stratigraphy and determine the distribution of gold in the regolith. The highest priority regional targets along Risden Well trend have been tested with AC drilling on an 800-metre line spacing and defined anomalous gold >0.1g/t over a 5 kilometre strike within the sediment package adjacent to the western margin of the DGB. The prospect area is now known as Betelgeuse and a campaign of intense infill drill testing will be carried out in FY21 to determine the continuity, thickness and tenor of gold mineralisation across the 5 kilometre strike line. COVID-19 The Company’s response to COVID-19 was initiated in February 2020 which included the establishment of a Crisis Management Team to coordinate and implement the Company’s COVID-19 Response Plan to the pandemic. The wellbeing of Regis’ employees, contractors and local communities continues to be the priority in these challenging times. Accordingly, the Company has implemented a range of measures across the business consistent with advice from State and Federal health authorities. In addition, Regis joined the FIFO DETECT research program which is supported by resource companies to identify potential asymptomatic cases of COVID-19 with FIFO workers. The Company has also made donations to help support several charities as part of the Chamber of Minerals and Energy COVID-19 Community Support Initiative. The overall impact to operations and the business have been controlled and well managed albeit with a marginal impact on costs. COVID-19 costs relate to additional medical supplies, travel and logistics costs along with the broader ongoing workforce FIFO DETECT testing across the business. This is likely to continue in the foreseeable future. To date there have been no confirmed cases of COVID-19 across the business. Significant 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 Share issue Subsequent to year end, 174,241 shares have been issued as a result of the exercise of employee options and the vesting of 30,890 performance rights. Acquisition of additional tenure in the Duketon Greenstone Belt On 12 August 2020 the Company announced the acquisition of a strategic tenement holding from Stone Resources Australia Limited for $10 million in Regis shares and a capped 1% Net Smelter Return (“NSR”) royalty payable after the first 100,000 ounces of production. The 1% NSR payments are capped at $5 million, after which the royalty will revert to 0.0025% NSR for four years. Dividends On 25 August 2020, the directors proposed a final dividend on ordinary shares in respect of the 2020 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. 28 Regis Resources Limited | Annual Report 2020 Directors’ ReportLikely 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. Share Options Unissued Shares At the date of this report, the Company had the following unissued shares under unlisted options. Maturity Date Unlisted options 1 July 2021 Exercise Number Price outstanding $3.90 100,000 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 311,395 fully paid ordinary shares in Regis Resources Limited at a weighted average exercise price of $3.42 per share. Peformance Rights Unissued Shares At the date of this report, the Company had the following unissued shares under unvested performance rights. Vesting Date 30 June 2021 30 June 2022 30 June 2023 Number outstanding 160,766 187,776 606,715 Performance rights holders do not have any right, by virtue of the performance rights, to participate in any share issue of the Company or any related body corporate. Details of performance rights granted to directors and other key management personnel during the year are set out in the remuneration report. 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. Regis Resources Limited | Annual Report 2020 29 Directors’ ReportThe 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. Directors’ 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: Audit and Risk Management Remuneration, Risk, Safety, Environment Nomination and and Community Directors’ Meetings Committee Audit Committee Diversity Committee Committee No. Sched- uled to No. No. Sched- uled to No. No. Sched- uled to No. No. Sched- uled to No. No. Sched- uled to No. Vesting Date Attend Attended Attend Attended Attend Attended Attend Attended Attend Attended J Mactier J Beyer F Morgan S Scudamore L Burnett(i) R Barwick(ii) P Thomas(iii) R Kestel(iv) 13 13 13 13 7 5 3 6 13 13 13 13 7 5 3 6 2 - 2 2 - - - 1 2 - 2 2 - - - 1 1 - - 1 1 - - - 1 - - 1 1 - - - 7 - - 7 4 3 - 3 7 - - 7 4 3 - 3 - - 2 2 2 2 - - - - 2 2 2 2 - - (i) Mrs Burnett was appointed as Non-Executive Director on 27 November 2019. (ii) Mr Barwick was appointed as Non-Executive Director on 11 March 2020. (iii) Mr Thomas retired as Executive Director on 19 August 2019. (iv) Mr Kestel retired as Non-Executive Director on 26 November 2019. Committee Membership As at the date of this report, the Company had an Audit Committee, a Remuneration, Nomination and Diversity Committee and a Risk, Safety, Environment and Community Committee of the Board of Directors. On 14 February 2020 the Board of the Company separated the previously existing Audit and Risk Management Committee into two separate committees – being the Audit Committee and the Risk, Safety, Environment and Community Committee. Members of the committees of the Board during the year were: Committee membership from 1 July 2019 to 14 February 2020: Director James Mactier Fiona Morgan Steve Scudamore(iii) Lynda Burnett(i) Ross Kestel(ii) Audit and Risk Committee and Diversity Committee Remuneration, Nomination ✓ ✓ Chairperson ✓ Chairperson ✓ Chairperson ✓ Chairperson (i) Mrs Burnett was appointed as Non-Executive Director on 27 November 2019. (ii) Mr Kestel retired as Non-Executive Director on 26 November 2019. (iii) Mr Scudamore was Chairperson of the Audit and Risk and Remuneration, Nomination and Diversity committees from 27 November 2019 to 14 February 2020. 30 Regis Resources Limited | Annual Report 2020 Directors’ ReportCommittee membership from 15 February 2020 to 30 June 2020: Audit Committee Community Committee and Diversity Committee Risk, Safety, Environment and Remuneration, Nomination Director James Mactier Fiona Morgan ✓ Steve Scudamore Chairperson Lynda Burnett Russell Barwick(i) ✓ ✓ ✓ ✓ Chairperson ✓ Chairperson ✓ ✓ (i) Mr Barwick was appointed as Non-Executive Director on 11 March 2020. Directors’ Interests in the Shares and Options of the Company As at the date of this report, the interests of the directors in the shares of the Company increased by 30,890 from the holdings as at 30 June 2020 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. J Mactier J Beyer F Morgan S Scudamore L Burnett R Barwick Number of ordinary shares 45,000 59,890 510,780 13,813 6,000 - Auditor Independence and Non-Audit Services During the year KPMG, the Group auditor, provided the following non-audit services. The directors are satisfied that the provision of non- audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised. KPMG Australia received or are due to receive the following amounts for the provision of audit and non-audit services: Audit and review of financial statements Other advisory services Tax compliance services $ 260,708 9,100 55,890 325,698 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 Instrument 2016/191 dated 24 March 2016 and in accordance with that Instrument, amounts in the Financial Statements and Directors’ Report have been rounded to the nearest thousand dollars, unless otherwise stated. Regis Resources Limited | Annual Report 2020 31 Directors’ ReportRemuneration Report (Audited) Dear Shareholder, The Board, through its independent Remuneration, Nomination and Diversity Committee, reviews both the level and structure of Executive and Non-Executive remuneration. Notwithstanding 98% approval of our 2019 Remuneration Report, we have again sought feedback from shareholders and advisers to assist us in this year’s review. When it comes to remuneration structures, there are of course, many different possibilities and opinions. Your Board seeks to implement remuneration structures and levels that it believes are: • Fair and transparent; • Consistent with the behaviours we expect; • Aligned with shareholder interests; and • Reward performance against our short and longer term business objectives and strategic goals. For Key Management Personnel (“KMP”), remuneration comprises both fixed and variable components and is significantly weighted towards the variable, at-risk components of Short Term Incentives (“STI”) and Long Term Incentives (“LTI”). Within the variable component, a greater emphasis is placed on LTIs. In FY20, as detailed in this report, each KMP was awarded 70% of their maximum STI opportunity. No LTIs were scheduled for testing or vesting. For FY21, in light of the current pandemic-induced global economic downturn and uncertainty and in keeping with our objective of weighting remuneration towards variable at-risk incentive opportunities, your Board has decided to keep KMP total fixed remuneration (“TFR”) the same as in FY20 but has made various changes to the level and composition of the STIs and LTIs. Furthermore, we have sought to improve transparency of actual amounts awarded for FY20 and targets for FY21. Of particular note, we have increased the weighting of safety in the STIs and replaced the EBITDA component with All-In-Sustaining-Costs to improve transparency and reduce the impact of the gold price and overlap with the production component. We have also customised STIs for each KMP to more accurately reflect their individual roles and responsibilities within the Company. In relation to LTIs to be awarded in FY21, we have increased the maximum percentage opportunity for the Chief Executive Officer and Managing Director, reflecting peer comparison and our emphasis on longer term remuneration and equity participation. The weighting towards Relative Total Shareholder Return has been increased in order to reduce the impact of the gold price and overall market effect on remuneration but we have retained two Company specific objectives being Reserve Growth and the successful development of the McPhillamys Gold Project, which are key focus areas and value drivers for our business over the next 3 years. Rather than reduce the weightings of these to less meaningful levels, we have removed the Production Growth measure for this period, taking into account that we have already identified significant internal production growth opportunities with McPhillamys and the anticipated Garden Well underground development. The no-fatality gateway on variable remuneration will be applied only to the STI for FY21 (previously also applied to LTIs) which we believe is more appropriate. Remuneration for Non-Executive Directors (“NED”) comprises fixed fees which are set at levels which we believe are necessary and appropriate to attract and retain the quality and diversity of NEDs that we expect. There are no proposed changes for FY21, other than through the effect of a full year of the new Board committee structure on some NEDs’ fees and hence, the aggregate fees paid. The individual performance and contribution of each NED and of the Board itself is reviewed annually by the Chairman. NEDs are encouraged to purchase shares in the Company over time to promote greater alignment with shareholders. The above is not a complete list of changes to our remuneration arrangements. Full details are set out in the following report and I encourage you to read in its entirety. Steve Scudamore Chairman, Remuneration, Nomination & Diversity Committee 32 Regis Resources Limited | Annual Report 2020 L Burnett R Barwick R Kestel Executive directors J Beyer P Thomas Other executives S Gula J Latto K Massey Remuneration Report (Audited) This remuneration report for the year ended 30 June 2020 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. Key Management Personnel Details of KMPs of the Company and Group and their movements during the year ended 30 June 2020 are set out below: Name Position Term as KMP Non-executive directors J Mactier F Morgan Non-Executive Chairman Non-Executive Director S Scudamore Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Full financial year Full financial year Full financial year Appointed 27 November 2019 Appointed 11 March 2020 Retired 26 November 2019 Chief Executive Officer and Managing Director Full financial year Executive Director and Chief Operating Officer Retired as Executive Director on 19 August 2019. Resigned as Chief Operating Officer on 30 September 2019 Chief Operating Officer Chief Financial Officer Chief Financial Officer Appointed 19 December 2019 Chief Financial Officer – full financial year Resigned 1 July 2019 Principles of Remuneration The Remuneration, Nomination and Diversity Committee is charged with formulating the Group’s remuneration policy, reviewing each director’s remuneration and reviewing the Chief Executive Officer and Managing Director’s remuneration recommendations for KMPs to ensure compliance with the Remuneration Policy and consistency across the Group. Recommendations of the Remuneration, Nomination and Diversity Committee are put to the Board for approval. Remuneration levels for KMP are set to attract, retain and incentivise appropriately qualified and experienced directors and executives. The Company rewards executives with a level and mix of remuneration appropriate to their position, responsibilities and performance, in a way that aligns with the business strategy. The Company has implemented an Executive Incentive Plan for executive directors and other KMPs which sets out the performance hurdles for both Short Term Incentives and Long Term Incentives. The objectives and principles of the Company’s remuneration policy include: • To align the objectives of the executive director and other KMP’s with the interests of shareholders and reflect Company strategy; • To provide competitive rewards to attract, retain and incentivise high calibre executives; and • For total remuneration to include a competitive fixed component and an “at risk” component based on performance hurdles and key performance indicators (“KPI”). In FY20, the STI represented the annual component of the “at risk” reward opportunity which is payable 50% in cash and 50% in performance rights (which vest 12 months after the end of financial year) upon the successful achievement of financial and non-financial KPIs. These KPIs are chosen to represent the key drivers of short term success for the Company with reference to Regis’ long term strategy. The LTI refers to the “at risk” reward opportunity which takes the form of performance rights, being the issue of shares in Regis in the future, subject to meeting predetermined performance and vesting conditions. Executive remuneration levels are reviewed at least annually by the Remuneration, Nomination and Diversity Committee. Regis Resources Limited | Annual Report 2020 33 Remuneration Report (Audited) The chart below provides a summary of the structure of executive remuneration in the 2020 financial year: Fixed Remuneration Base Salary + Superannuation + Benefits Variable Remuneration STI Plan LTI Plan Cash and Performance Rights Performance Rights Remuneration Mix - Target Chief Executive Officer and Managing Director Other Executives 32% LTI 40% Fixed Remuneration 29% LTI 44% Fixed Remuneration 28% STI 27% STI Elements of Remuneration in FY20 Fixed remuneration Fixed remuneration consists of base remuneration (including any fringe benefits 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 at least annually by the Remuneration, Nomination and Diversity Committee through a process that considers individual and overall performance of the Group. In addition, external consultants and industry surveys may provide analysis and advice to ensure the KMP’s remuneration is competitive in the market place, as required. In November 2019, BDO Remuneration and Reward Pty Ltd reviewed the existing remuneration arrangements of the Company’s KMPs and made recommendations to the Remuneration, Nomination and Diversity Committee. Fees to BDO Remuneration and Reward Pty Ltd for this engagement totalled $30,500 exclusive of GST. Performance linked remuneration Performance linked remuneration includes both STI and LTI and is designed to reward KMP for meeting or exceeding their KPIs. 34 Regis Resources Limited | Annual Report 2020 Remuneration Report (Audited) Short Term Incentive Under the current arrangements, executives have the opportunity to earn an annual incentive. The STI recognises and rewards annual performance. How is it paid? Any STI award is paid 50% in cash and 50% in performance rights (which vest 12 months after the end of financial year), after the assessment of annual performance. If Shareholders do not approve the proposed issue of the Performance Rights to the Chief Executive Officer and Managing Director the Board will need to consider alternative remuneration arrangements which may include cash payments. How much can current executives earn? In FY20, the Chief Executive Officer and Managing Director had a maximum STI opportunity of 70% of total fixed remuneration, and other executives had a maximum STI opportunity of 60% of total fixed remuneration. An overarching review by the Board of each individual’s performance against agreed performance measures and a review of quantitative factors around the Company’s performance and the macro economic environment will determine the achievable percentage (between 0%-100%) of the maximum potential STI available to be awarded, subject further to the level of achievement against detailed KPI’s listed below. This maximum achievable STI percentage will automatically be 0% in a given financial year in the event of a work related fatality at any of the Company’s operations in that year. How is performance measured? A combination of specific Company KPIs are chosen to reflect the core drivers of short term performance and also to provide a framework for delivering sustainable value to the Group and its shareholders. The following KPIs were chosen for the 2020 financial year: KPI 1: EBITDA relative to budget (20%(i)); KPI 2: Production relative to stated guidance (20%(i)); KPI 3: Safety and environmental performance measures (20%(i)); KPI 4: Growth targets (30%) to be apportioned: • McPhillamys Project targets as determined by the Board (20%); • Garden Well Underground targets as determined by the Board (10%); and KPI 5: Individual performance against objectives (10%). When is it paid? The STI award is determined after the end of the financial year following a review of performance over the year against the STI performance measures by the Remuneration, Nomination and Diversity Committee. The Board approves the final STI award based on this assessment of performance and 50% of the award is paid in cash within 3 months after the end of the financial year and the remaining 50% is paid in performance rights which vest 12 months after the end of financial year subject to shareholder approval for Directors. What happens if executive leaves? If an executive resigns or is terminated for cause before the end of the financial year, no STI is awarded for that year. If an executive ceases employment during the performance period by reason of redundancy, ill health, death, or other circumstances approved by the Board, the executive will be entitled to a pro-rata cash payment based on assessment of performance up to the date of ceasing employment for that year (subject to Board discretion). What happens if there is a change of In the event of a change of control, a pro-rata cash payment will be made based on control? assessment of performance up to the date of the change of control (subject to Board (i) Represents the maximum award if stretch targets are met. discretion). Regis Resources Limited | Annual Report 2020 35 Remuneration Report (Audited) Long Term Incentives Under the current arrangements, annual grants of performance rights are made to executives to align remuneration with the creation of shareholder value over the long-term. How is it paid? Executives are eligible to receive performance rights (being the issue of shares in Regis in the future). How much can current executives earn? In FY20, the Chief Executive Officer and Managing Director had a maximum LTI opportunity of 80% of total fixed remuneration, and other executives had a maximum LTI opportunity of 65% of total fixed remuneration. An overarching review by the Board of each individual’s performance against agreed performance measures and a review of quantitative factors around the Company’s performance and the macro economic environment will determine the achievable percentage (between 0%-100%) of the maximum potential LTI available to be awarded, subject further to the level of achievement against detailed KPI’s listed below. This maximum achievable LTI percentage will automatically be 0% in a given financial year in the event of a workplace fatality at any of the Company’s operations in that year. How is performance measured? The vesting of performance rights are subject to a number of vesting conditions. The performance rights issued in FY20 are subject to the following vesting conditions: • Relative Total Shareholder Return (20%(i)) measured on a sliding scale against a select peer group of comparator companies. (ASX code: EVN, NST, PRU, RSG, SAR, SBM, WGX, NCM, OGC, SLR, GOR, RMS); • Absolute Total Shareholder Return (20%(i)); • Absolute earnings per share (“EPS”) (15%(i)) measured against a pre-determined target(ii) set by the Board (as an average across three 12 month periods); • LOM Reserve growth in excess of depletion over the three year vesting period (15%(i)); • McPhillamys Project targets as determined by the Board (15%); and • Production Growth in excess of the levels contained in the Life of Mine Plan (15%). When is performance measured? The performance rights issued in FY19 and FY20 have a three year performance period with the vesting of the rights tested as at 30 June 2021 and 30 June 2022 respectively. Any performance rights that do not vest will lapse after testing. There is no re-testing of performance rights. What happens if executive leaves? Where an executive ceases to be an employee of any Group Company: • due to resignation or termination for cause, then any unvested rights will automatically lapse on the date of the cessation of employment; or • due to any other reason, then a proportion of any unvested rights will lapse equivalent to the proportion of time remaining in the period during which the relevant vesting conditions must be satisfied and the remaining unvested rights will continue and are still capable of vesting in accordance with the relevant vesting conditions at the end of that period, unless the Board determines otherwise. What happens if there is a change of If a matter, event, circumstance or transaction occurs that the Board reasonably believes control? may lead to a change of control, the Board may in its discretion determine the treatment and timing of such treatment of any unvested rights and must notify the holder of any changes to the terms of the rights as a result of such a decision. If a change of control occurs and the Board hasn’t made such a decision, all unvested rights will vest. Are executives eligible for dividends? Executives are not eligible to receive dividends on unvested performance rights. (i) Represents the maximum award if stretch targets are met. 36 Regis Resources Limited | Annual Report 2020 Remuneration Report (Audited) Performance and Executive Remuneration Outcomes in FY20 Actual remuneration earned by executives in FY20 The actual remuneration earned by executives in the year ended 30 June 2020 is set out below. This provides shareholders with details of the remuneration actually paid to executives for performance in FY20 year and the value of LTIs that vested during the period. Performance against STI measures A combination of financial and non-financial measures is used to measure performance for STI rewards. Company performance against those measures is as follows for 2020: Key Performance Indicator Weighting Metric Achievement KPI 1: EBITDA 20% EBITDA relative to Budget. Stretch target achieved – 100% award KPI 2: Production 20% Production relative to stated guidance Target not achieved – 0% award KPI 3: Safety and Environment 20% Reduction in safety and environmental Threshold target achieved – 75% award Stretch target achieved if EBITDA is 20% Actual EBITDA achieved was 60.1% above above budget. budget. measures. Stretch target achieved on 20% reduction reduction in LTI’s and no environmental in TRIFR and LTI, as well as zero incidents or compliance issues. Actual TRIFR reduction not achieved, 23% environmental incidents and compliance issues KPI 4: Growth Targets • McPhillamys Project targets 20% McPhillamys Project targets as determined Stretch target achieved – 100% award by the Board • Garden Well Underground 10% Garden Well Underground targets as Threshold target achieved – 80% award targets determined by the Board KPI 5: Individual Performance 10% Objectives set by the relevant KMP’s Threshold target achieved – 70% award manager Based on this assessment, the STI cash payments for FY20 to executives were recommended as detailed in the following table: Achieved STI STI Awarded (50% cash component) Name Jim Beyer Stuart Gula(i) Jon Latto Position Chief Executive Officer and Managing Director Chief Operating Officer Chief Financial Officer % 70.0% 70.0% 70.0% $ 193,426 59,154 93,130 (i) The STI cash component for Mr Gula has been pro-rated based on his commencement date of 19 December 2019. Performance against LTI measures LTI awards granted in FY20 will be subject to testing at the end of the three year performance period on 30 June 2022. In November 2019, after receiving approval from shareholders at the AGM, 129,433 performance rights were granted to Executive Director Mr Jim Beyer and 58,343 performance rights were granted to executive Mr Jon Latto under the Group’s Executive Incentive Plan (“EIP”). Further details of the grant, including performance conditions and the calculation of fair value is disclosed in the Note 23 to the financial statements. LTI awards granted in FY19 will be subject to testing at the end of the three year performance period on 30 June 2021. In November 2018, after receiving approval from shareholders at the AGM, 160,766 and 129,187 performance rights were granted to Executive Directors Mr Jim Beyer and Mr Paul Thomas respectively, under the Group’s Executive Incentive Plan (“EIP”). Mr Paul Thomas retired from his position as Executive Director on 19 August 2019. The forfeit of LTI rewards has been recognised during the year ended 30 June 2020 as his resignation notice was given during the period. Further details of the grant, including performance conditions and the calculation of fair value is disclosed in the Note 23 to the financial statements. Regis Resources Limited | Annual Report 2020 37 Remuneration Report (Audited) LTI awards granted in FY18 were to be tested at the end of the three year performance period on 30 June 2020. In November 2017, after receiving approval from shareholders at the AGM, 430,440 performance rights were granted in total to Executive Directors, Mr Mark Clark and Mr Paul Thomas, and to executive Mr Kim Massey. Mr Mark Clark retired from his position as Non-Executive Director on 23 November 2018, Mr Kim Massey resigned from his position as Chief Financial Officer on 1 July 2019 and Mr Paul Thomas retired from his position as Executive Director on 19 August 2019 and consequently all forfeited their LTI rewards. Further details of the grant, including performance conditions and the calculation of fair value is disclosed in the Note 23 to the financial statements. None of the LTI performance rights granted have vested at 30 June 2020. Statutory Performance Indicators The Company aims to align its executive remuneration to its strategic and business objectives and the creation of shareholder wealth. The table below shows measures of the Group’s financial performance over the past five years as required by the Corporations Act 2001. However, these measures are not directly used in determining the variable amounts of remuneration to be awarded to KMPs, as discussed above. As a consequence, there may not always be a direct correlation between the statutory key performance measures and the variable remuneration awarded. Revenue Net profit/(loss) after tax Basic earnings/(loss) per share (cents) Diluted earnings/(loss) per share (cents) 2020 $’000 756,657 199,517 39.26 39.18 2019 $’000 654,807 163,150 32.18 32.12 2018 $’000 606,495 174,231 34.60 34.35 2017 $’000 543,799 138,163 27.59 27.29 2016 $’000 502,019 111,793 22.37 22.22 Net assets 835,081 716,464 636,842 538,392 481,848 Performance and Executive Remuneration Arrangements in FY21 Subsequent to the end of the 2020 financial year, the Board resolved to set STI and LTI hurdles as follows for the 2021 financial year: Component Links to FY21 Performance Total Fixed Salaries awarded effective 1 July 2020 are used as the basis for determining the value component for the FY2021 Remuneration STI and LTI. (TFR) The maximum STI opportunity that each KMP can earn are: Short Term Incentives (STI) • Chief Executive Officer and Managing Director • Other executives 70% 60% The maximum LTI opportunity that each KMP can earn are: • Chief Executive Officer and Managing Director 100% • Other executives 65% The following KPIs were chosen for the 2021 financial year: Jim Beyer Stuart Gula Jon Latto KPI 1: Safety targets: • TRIFR 20% reduction; • LTI 20% reduction; KPI 2: All in sustaining costs relative to guidance; KPI 3: Production relative to guidance; KPI 4: Environmental targets; KPI 5: Growth targets to be apportioned: • Approval of McPhillamys Project site works; • Exploration success on the Company’s tenements or M&A; • Commencement of new underground project; 20% 20% 10% 15% 15% 10% 30% 15% 15% 10% 20% 15% 15% 5% 20% KPI 6: Implementation of companywide leadership and safety 10% 10% - culture improvement program; and KPI 7: Business improvement targets: • McPhillamys financing strategy delivered; • Review and upgrade of ERP and other company related planning and reporting systems; or • Completion of the McPhillamys DFS. The Board retains discretion to adjust the STI mechanism and amounts - - - - - 10% 10% 25% - 38 Regis Resources Limited | Annual Report 2020 Remuneration Report (Audited) Component Links to FY21 Performance Long Term Incentives (LTI) The performance rights issued in 2021 will be subject to a three year vesting period and the following vesting conditions: 1. Relative Total Shareholder Return (50%(i)) Performance against comparator group(ii): Between 50th percentile and the 75th percentile (i.e. 7th to 9th of 12 companies) will result in a straight-line pro-rata between 50% and 100% of Relative TSR performance rights vesting. 2. Life of Mine Reserve Growth in Excess of Depletion (25%) Vesting will depend on the Company’s growth in ore reserves net of depletion over the three-year performance period, calculated at the percentage that the Company’s ore reserves as reported at 30 June 2023 (as per March 2023 Reserve Report) represent of the Company’s ore reserves as at 30 June 2020 (as per March 2020 Reserve Report). Growth in reserves can arise from M&A activity. If there are no new additions to Ore Reserves then nil vest. As new reserves are added from nil to 120% of depletion, this will result in a straight-line pro-rata between zero and 100% of the Reserve Growth performance rights vesting. 3. McPhillamys Project Performance (25%) The McPhillamys project has been completed within 10% of the Definitive Feasibility Study capital cost estimate (including owner’s costs but excluding contingencies) and production and operating costs have each been within 10% of DFS estimates for a continuous period of at least 30 days. This will result in 100% of McPhillamys Project performance rights vesting. (i) Represents the maximum award if stretch targets are met. (ii) The Comparator Group, for LTI purposes, from 1 July 2020, will comprise the following gold producers: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. Evolution Mining Limited Northern Star Resources Limited Perseus Mining Limited Resolute Mining Limited Saracen Mineral Holdings Limited St Barbara Limited Westgold Resources Limited Newcrest Mining Limited Oceana Gold Corporation Limited Silverlake Resources Limited Gold Road Resources Limited Ramelius Resources Limited Regis Resources Limited | Annual Report 2020 39 Remuneration Report (Audited) Service Contracts The Group has entered into service contracts with each KMP. The service contract outlines the components of remuneration paid to each KMP 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 KMP and any changes required to meet the principles of the remuneration policy. Each KMP, except as specified below, is subject to a notice period of 1 month which the Company may pay in part or full of the required notice period. The KMPs are also entitled to receive, on termination of employment, statutory entitlements of accrued annual and long service leave, and any accrued superannuation contributions would be paid to their fund. In the case of a genuine redundancy, executives would receive their statutory entitlements based on completed years of service. Mr Jim Beyer, the Company’s Chief Executive Officer and Managing Director, is employed under a contract with the following termination provisions: Employer initiated termination: Notice Period Payment in Lieu of Notice Rights on Termination Entitlement to Options and • without reason 3 months plus 9 months’ salary 12 months • with reason Not less than 3 months Not less than 3 months • serious misconduct 0 – 1 month Employee initiated termination 3 months 0 – 1 month Not specified Change of control 1 month plus 12 months’ salary Not specified Options - 1 month to exercise, extendable at Board discretion Rights - refer to LTI details As above As above Mr Stuart Gula, the Company’s Chief Operating Officer, is employed under a contract with the following termination provisions: Notice Period Payment in Lieu of Notice Rights on Termination Entitlement to Options and Employer initiated termination: • without reason 3 months plus 9 months’ salary 12 months • with reason Not less than 3 months Not less than 3 months • serious misconduct 0 – 1 month Employee initiated termination 3 months 0 – 1 month Not specified Change of control 1 month plus 12 months’ salary Not specified Options - 1 month to exercise, extendable at Board discretion Rights - refer to LTI details As above As above Mr Jon Latto, the Company’s Chief Financial Officer, is employed under a contract with the following termination provisions: Notice Period Payment in Lieu of Notice Rights on Termination Entitlement to Options and Employer initiated termination: • without reason 3 months plus 9 months’ salary 12 months • with reason Not less than 3 months Not less than 3 months • serious misconduct 0 – 1 month Employee initiated termination 3 months 0 – 1 month Not specified Change of control 1 month plus 12 months’ salary Not specified Options - 1 month to exercise, extendable at Board discretion Rights - refer to LTI details As above As above Non-Executive Directors Total remuneration for all non-executive directors, last voted upon by shareholders at the 2019 AGM, is not to exceed $950,000 per annum including superannuation. At the date of this report, total non-executive directors’ fees are $722,700 per annum including superannuation. 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 additional services to the Company and in these cases they are paid fees in line with industry rates. 40 Regis Resources Limited | Annual Report 2020 Remuneration Report (Audited) Key Management Personnel Remuneration Table 1: Remuneration for the year ended 30 June 2020 Post Employ- Long- term Share- based Short Term ment benefits Payment 2020 Fees Rewards Benefits* nuation Salary & Cash Monetary Superan- Non- $ Non-executive directors J Mactier(i) F Morgan(ii) 160,000 115,000 S Scudamore(iii) 127,477 L Burnett(iv) R Barwick(v) R Kestel(vi) 71,475 38,462 52,722 Executive directors $ - - - - - - $ - - - - - - $ 15,200 10,925 12,110 6,790 3,654 5,009 Accrued annual & long service leave# $ - - - - - - Options & Rights+ Termi- nation Perfo- mance payments Total Related $ - - - - - - $ - - - - - - $ % 175,200 125,925 139,587 78,265 42,116 57,731 - - - - - - J Beyer 707,134 193,426 4,463 68,495 64,947 315,905 - 1,354,370 37.61% P Thomas(vii) 111,844 - 1,116 6,253 (54,347) (387,279) - (322,413) - Other executives S Gula(viii) J Latto 238,277 59,154 2,232 22,636 21,375 - 405,000 93,130 4,463 38,475 33,333 39,047 K Massey(ix) - - - 164 (30,953) - - - - 343,674 17.21% 613,447 21.55% (30,789) - Total 2,027,391 345,711 12,274 189,711 34,355 (32,328) - 2,577,114 * # + Non-monetary benefits are presented at actual cost plus any fringe benefits tax paid or payable by the Group. Long term benefits for accrued annual and long service leave are the movements in the provision, net of any leave taken. Represents the statutory remuneration expensed based on fair value at grant date of options and rights over the vesting period of the award. Options have vested during the year for KMPs as detailed in Table 6. Table 6 reflects the realised benefits of share-based payments for the year. Where the amount is negative this represents a reversal of expense previously recognised where the KMP has foregone the LTI due to resignation or retirement. (i) Mr Mactier’s fees of $160,000 per annum are inclusive of all committee fees for roles on the committees shown in Table 2 and Table 3 below. (ii) Mrs Morgan’s fees include $5,000 for her roles on the committees shown in Table 2 and Table 3 below. (iii) Mr Scudamore’s fees include $17,477 for his roles on the committees shown in Table 2 and Table 3 below. (iv) Mrs Burnett was appointed Non-Executive Director on 27 November 2019. Mrs Burnett’s fees include $8,577 for her roles on the committees shown in Table 2 and Table 3 below. (v) Mr Barwick was appointed Non-Executive Director on 11 March 2020. Mr Barwick’s fees include $4,615 for his roles on the committees shown in Table 3 below. (vi) Mr Kestel retired as a Non-Executive Director of Regis Resources Limited on 26 November 2019. Mr Kestel’s fees include $8,111 for his roles on the committees shown in Table 2 below up to the date of his retirement from Regis Resources Limited on 26 November 2019. (vii) Mr Thomas retired as Executive Director on 19 August 2019 and continued in the role of Chief Operating Officer until his resignation on 30 September 2019. The Annual & Long Service Leave amount for Mr Thomas is negative due to the accrual being inclusive of superannuation benefits however superannuation benefits are not paid out on cessation of employment, Mr Thomas was also not eligible for long service leave upon termination. The Options & Rights amount for Mr Thomas is negative as this relates to the reversal of the previously recognised expense associated with 242,822 performance rights accumulated in FY18 & FY19 which were forfeited upon resignation. (viii) Mr Gula was appointed as Chief Operating Officer on 19 December 2019. (ix) Mr Massey resigned as Chief Financial Officer on 1 July 2019. The Annual & Long Service Leave amount for Mr Massey is negative due to the accrual being inclusive of superannuation benefits however superannuation benefits are not paid out on cessation of employment. Regis Resources Limited | Annual Report 2020 41 Remuneration Report (Audited) Table 2: Committee membership from 1 July 2019 to 14 February 2020 Director James Mactier Fiona Morgan Steve Scudamore(iii) Lynda Burnett(i) Ross Kestel(ii) Audit and Risk Committee Diversity Committee Remuneration, Nomination and ✓ ✓ Chairperson ✓ Chairperson ✓ Chairperson ✓ Chairperson (i) Mrs Burnett was appointed as Non-Executive Director on 27 November 2019. (ii) Mr Kestel retired as Non-Executive Director on 26 November 2019. (iii) Mr Scudamore was Chairperson of the Audit and Risk and Remuneration, Nomination and Diversity committees from 27 November 2019 to 14 February 2020. Table 3: Committee membership from 15 February 2020 to 30 June 2020 Audit Committee Community Committee Diversity Committee Risk, Safety, Environment and Remuneration, Nomination and Director James Mactier Fiona Morgan ✓ Steve Scudamore Chairperson Lynda Burnett Russell Barwick(i) ✓ (i) Mr Barwick was appointed as Non-Executive Director on 11 March 2020. Table 4: Annual committee membership fees as at 30 June 2020 ✓ ✓ ✓ Chairperson ✓ Chairperson ✓ ✓ Director James Mactier(i) Fiona Morgan Steve Scudamore Lynda Burnett Russell Barwick Total Base Fee $160,000 $110,000 $110,000 $110,000 $110,000 $600,000 Committee Fees - $5,000 $25,000 $15,000 $15,000 $60,000 Total $160,000 $115,000 $135,000 $125,000 $125,000 $660,000 (i) Mr Mactier’s fees are inclusive of all committee fees. (ii) Committee membership fees are $5,000 per committee or $10,000 for the committee Chairperson 42 Regis Resources Limited | Annual Report 2020 Remuneration Report (Audited) Table 5: Remuneration for the year ended 30 June 2019 Post Employ- Long- term Share- based Short Term ment benefits Payment 2019 Fees Rewards Benefits* nuation Salary & Cash Monetary Superan- Non- Options & Rights+ Termi- nation Perfo- mance payments Total Related $ Non-executive directors J Mactier(i) R Kestel(ii) F Morgan(iii) 144,256 130,000 115,000 S Scudamore(iv) 16,923 M Okeby(v) 236,525 Executive directors $ - - - - - J Beyer(vi) 501,667 389,428 P Thomas(xi) 583,537 168,258 M Clark(vii,xi) 249,843 Other executives J Latto(viii) 48,333 - - K Massey(ix,xi) 454,155 116,486 M Ertzen(x) 162,630 - $ - - - - - 4,142 5,523 2,301 460 5,523 2,301 Accrued annual & long service leave# $ - - - - - $ 13,704 12,350 10,925 1,608 24,645 $ - - - - - 47,658 44,994 89,384 25,000 91,771 179,989 13,705 6,242 (37,964) 4,592 - - 26,479 68,470 (96,211) 13,693 27,627 (44,014) $ - - - - - - - - - - - $ % 157,960 142,350 125,925 18,531 261,170 - - - - - 1,077,273 44.45% 1,054,078 33.04% 234,127 53,385 - - 574,902 20.26% 162,237 - Total 2,642,869 674,172 20,250 194,359 239,104 91,184 - 3,861,938 * # + Non-monetary benefits are presented at actual cost plus any fringe benefits tax paid or payable by the Group. Long term benefits for accrued annual and long service leave are the movements in the provision, net of any leave taken. Represents the statutory remuneration expensed based on fair value at grant date of options and rights over the vesting period of the award. Where the amount is negative this represents a reversal of expense previously recognised where the KMP has foregone the LTI due to resignation or retirement. (i) Mr Mactier was appointed Non-Executive Chairman effective 23 November 2018. Previously he was a Non-Executive Director. Prior to his appointment as Non-Executive Chairman on 23 November 2018, Mr Mactier’s fees included $10,000 pro-rata for his role on both the Audit Committee and the Remuneration Committee. Subsequent to this date, Mr Mactier’s Director fees of $160,000 per annum are inclusive of all committee fees. (ii) Mr Kestel’s fees include $20,000 for chairing the Board Committees. (iii) Mrs Morgan’s fees include $5,000 for her role on the Audit Committee. (iv) Mr Scudamore was appointed Non-Executive Director on 13 May 2019 and his fees include $1,410 for his role on both the Audit and Risk Management Committee and the Remuneration, Nomination and Diversity Committee. (v) Mr Okeby retired on 20 February 2019, his fees include $156,664 for additional services relating to the McPhillamys project. (vi) Mr Beyer was appointed Chief Executive Officer and Managing Director on 15 October 2018. Cash rewards include a $240,000 sign-on bonus in lieu of benefits foregone. (vii) Mr Clark stepped down as Managing Director and Executive Chairman on 15 October 2018 and assumed the role of Non-Executive Chairman until his retirement on 23 November 2018. (viii) Mr Latto was appointed as Interim Chief Financial Officer on 20 May 2019 and as Company Secretary on 24 June 2019. (ix) Mr Massey resigned as Company Secretary on 24 June 2019. (x) Mr Ertzen resigned as Executive General Manager - Growth effective 7 December 2018. (xi) Mr Clark, Mr Thomas and Mr Massey elected to receive a portion of their superannuation entitlements above the statutorily required maximum amount as salary. Regis Resources Limited | Annual Report 2020 43 Remuneration Report (Audited) Table 6: Voluntary information – Non-IFRS – Remuneration received by executives for the year ended 30 June 2020 The amounts disclosed below as executive KMP remuneration for 2020 reflect the realised benefits received by each KMP during the reporting period. The remuneration values disclosed below have been determined as follows: Fixed remuneration Fixed remuneration includes base salaries received, payments made to superannuation funds, the taxable value of non-monetary benefits received and any once-off payments such as sign-on bonuses or termination benefits, see Table 1 above for details. Fixed remuneration excludes any accruals of annual or long service leave. Short-term incentives The cash STI benefits represent the bonuses that were awarded to each KMP in relation to the prior financial year and were paid in the current financial year. Long-term incentives The value of vested options was determined based on the intrinsic value of the options at the date of vesting, being the difference between the share price on that date and the exercise price payable by the KMP. There were no performance rights that vested during the year. Fixed Remuneration Awarded STI (cash) Vested LTI Total Value Executive directors J Beyer P Thomas(i) Other executives S Gula(ii) J Latto K Massey(iii) Total executive KMP Non-executive directors Total KMP remuneration $ $ 793,958 234,537 263,145 447,938 187,283 1,926,861 618,824 2,545,685 150,737 169,731 - - 117,506 437,974 - 437,974 $ - - - - - - - - $ 944,695 404,268 263,145 447,938 304,789 2,364,835 618,824 2,983,659 (i) Mr Thomas retired from his role as Executive Director and Chief Operating Officer on 19 August 2019 and 30 September 2019 respectively. The remuneration presented above is for the period prior to his resignation. (ii) Mr Gula was appointed as Chief Operating Officer on 19 December 2019. The remuneration presented above is only for the period subsequent to his appointment. (iii) Mr Massey resigned as Chief Financial Officer on 1 July 2019. The remuneration presented above is for the period prior to his resignation and consists of annual leave and long service leave termination payments. The amounts disclosed above are not the same as the remuneration expensed in relation to each KMP in accordance with the accounting standards ($2,577,114 for 2020, see Table 1 above). The directors believe that the remuneration received is more relevant to users for the following reasons: • The statutory remuneration expensed is based on fair value determined at grant date but does not reflect the fair value of the equity instruments when they are actually received by the KMPs. • The statutory remuneration shows benefits before they are actually received by the KMPs, noting that some components of the remuneration may not be received at all. • Where options or performance rights do not vest because a market-based performance condition is not satisfied (e.g. absolute TSR), the Company must still recognise the full amount of expenses even though the KMPs will never receive any benefits. • Share-based payment awards are treated differently under the accounting standards depending on whether the performance conditions are market conditions (no reversal of expense) or non-market conditions (reversal of expense where shares fail to vest), even though the benefit received by the KMP is the same (nil where equity instruments fail to vest). The accuracy of information in this section has been audited together with the rest of the remuneration report. 44 Regis Resources Limited | Annual Report 2020 Remuneration Report (Audited) Table 7: Rights and options over equity instruments granted as compensation All rights and options refer to rights and options over ordinary shares of Regis Resources Limited, which are exercisable on a one-for-one basis. There were no options granted to KMPs as compensation during the current year. Performance rights that were granted as compensation to each KMP during the current year and in previous years and which have vested during or remain outstanding at the end of the year are provided as follows: Rights Granted Fair Value at % Vested % Forfeited during the during the Number of rights to year year Incentives Grant Date Grant Date Test Date J Beyer J Latto Short Term Incentives 12 month service 26 Nov 19 $4.51 1 Jul 20 30,890 condition(ii) Long Term Incentives Relative TSR Absolute TSR Earnings per share Ore reserves McPhillamys 23 Nov 18 23 Nov 18 23 Nov 18 23 Nov 18 23 Nov 18 Rosemont Underground 23 Nov 18 Relative TSR Absolute TSR Earnings per share Ore reserves McPhillamys Production growth 26 Nov 19 26 Nov 19 26 Nov 19 26 Nov 19 26 Nov 19 26 Nov 19 Value of rights granted during the year $0.77 $0.83 $3.89 $3.89 $3.89 $3.89 $1.73 $1.05 $4.17 $4.17 $4.17 $4.17 - - - - - - - 30 Jun 21 30 Jun 21 30 Jun 21 30 Jun 21 30 Jun 21 30 Jun 21 32,153 32,153 24,115 24,115 24,115 24,115 30 Jun 22 25,887 11,669 30 Jun 22 25,887 11,669 30 Jun 22 30 Jun 22 30 Jun 22 30 Jun 22 19,415 19,415 19,415 19,414 8,751 8,751 8,751 8,752 321,089 58,343 $535,392 $178,492 - - - - - - - - - - - - - - - - - - - - - - - - - - (i) Mr Thomas resigned as Executive Director and Chief Operating Officer on 19 August 2019 and 30 September 2019 respectively. Mr Thomas forfeited the right to 113,636 (granted on 23 November 2017) and 129,186 (granted on 23 November 2018) unvested performance rights held at the date of his retirement on 30 September 2019. (ii) 50% of Mr Beyer’s STI for the year ended 30 June 2019 is paid in performance rights which vest 12 months after the end of the financial year. In relation to the performance rights granted in November 2018, there is a three year performance period which ends on and 30 June 2021, with the testing to occur within 60 days after the end date. Any performance rights which do not vest will lapse after testing. There is no re-testing of performance rights. In addition to a continuing employment service condition, vesting of the performance rights is conditional upon the Group achieving certain performance hurdles. Details of the performance criteria are included in the long-term incentives discussion on page 18. The value of rights granted during the year is the fair value of the rights calculated at grant date. The total value of the rights granted is included in the table above. This amount is allocated to remuneration over the vesting period (i.e. in years 1 July 2018 to 30 June 2022). No performance rights vested during the year. Regis Resources Limited | Annual Report 2020 45 Remuneration Report (Audited) Table 8: Rights and options over equity instruments The movement during the reporting period, by number of options and performance rights over ordinary shares in the Company held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows: Held at start of period Held at end of period Vested at 30 June 2020 Granted as Net change Not 1 July 2019 remuneration Exercised other 30 June 2020 Total Exercisable exercisable Rights J Beyer J Latto 160,766 160,323 - 58,343 P Thomas 242,823 - - - - - - 321,089 58,343 (242,823) - - - - - - - - - - There were no options granted to KMPs during the year. Table 9: 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 KMP, including their related parties, is as follows: Held at On exercise of Held at 1 July 2019 options/rights Net change other 30 June 2020 Non-executive directors J Mactier F Morgan S Scudamore L Burnett(i) R Barwick(ii) R Kestel(iii) Executive directors J Beyer P Thomas(iv) Other executives S Gula(v) J Latto K Massey(vi) Total 25,000 510,780 - n/a n/a 75,000 29,000 95,333 n/a n/a 69,333 804,446 - - - - - - - - - - - - 20,000 - 13,813 6,000 - - - - 2,000 - - 45,000 510,780 13,813 6,000 - n/a 29,000 n/a 2,000 - n/a 41,813 606,593 (i) Mrs Burnett was appointed as a Non-Executive Director on 27 November 2019. She held 6,000 shares at that date. (ii) Mr Barwick was appointed as a Non-Executive Director on 11 March 2020. (iii) Mr Kestel retired as a Non-Executive Director on 26 November 2019. He held 75,000 shares at that date. (iv) Mr Thomas resigned as Executive Director and Chief Operating Officer on 19 August 2019 and 30 September 2019 respectively. He held 95,333 shares at 19 August 2019. (v) Mr Gula was appointed as Chief Operating Office on 19 December 2019. (vi) Mr Massey resigned as Chief Financial Officer on 1 July 2019. He held 69,333 shares at that date. Unless stated otherwise, “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. 46 Regis Resources Limited | Annual Report 2020 Remuneration Report (Audited) 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 For the year ended 30 June 2020, services totalling $173,965 (2019: $453,384) have been provided on normal commercial terms to the Group by Mintrex Pty Ltd (“Mintrex”), of which Mrs Morgan is Managing Director, Chief Executive Officer and a shareholder. The Company engaged Mintrex during the financial year to engineer feasibility level plant designs for the McPhillamys Gold Project. Mrs Morgan and Mintrex have structured their management of this engineering project to ensure she has no involvement in the control or direction of the work. The balance outstanding at 30 June 2020 was $66,285, exclusive of GST. Other than the ordinary accrual of personnel expenses at balance date and transactions disclosed above, 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 James Mactier Non-Executive Chairman Perth, 25 August 2020 Regis Resources Limited | Annual Report 2020 47 Auditor’s Independence Declaration Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of Regis Resources Limited Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 I declare that, to the best of my knowledge and belief, in relation to the audit of Regis Resources Limited for the financial year ended 30 June 2020 there have been: i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and To the Directors of Regis Resources Limited no contraventions of any applicable code of professional conduct in relation to the audit. ii. I declare that, to the best of my knowledge and belief, in relation to the audit of Regis Resources Limited for the financial year ended 30 June 2020 there have been: D Meates no contraventions of the auditor independence requirements as set out in the Partner Corporations Act 2001 in relation to the audit; and KPMG i. ii. no contraventions of any applicable code of professional conduct in relation to the audit. Perth KPMG 25 August 2020 D Meates Partner Perth 25 August 2020 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. Liability limited by a scheme approved under Professional Standards Legislation. 48 Regis Resources Limited | Annual Report 2020 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. Liability limited by a scheme approved under Professional Standards Legislation. Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of Regis Resources Limited I declare that, to the best of my knowledge and belief, in relation to the audit of Regis Resources Limited for the financial year ended 30 June 2020 there have been: no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. i. ii. KPMG D Meates Partner Perth 25 August 2020 Financial Statements Consolidated Statement of Comprehensive Income Consolidated Balance Sheet Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report 50 51 52 53 54 89 90 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. Liability limited by a scheme approved under Professional Standards Legislation. Regis Resources Limited | Annual Report 2020 49 Consolidated Statement of Comprehensive Income For the year ended 30 June 2020 Revenue Cost of goods sold Gross profit Other income/(expenses) 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 before tax Income tax expense Profit from continuing operations Profit attributable to members of the parent Other comprehensive income Items that will not be reclassified to profit or loss: Cash flow hedge reserve Realised gains transferred to net profit Tax effect Other comprehensive (loss)/income for the period, net of tax Note 2 3 2 23 12 3 18 5 Consolidated 2020 $’000 2019 $’000 756,657 654,807 (452,011) (401,970) 304,646 252,837 (150) 4,379 (3,408) (10,062) (144) (245) (1,052) (1,686) (1,215) (2,024) 284,660 (85,143) 199,517 199,517 (2,521) (9,360) (1,082) (1,005) (659) (6,729) (940) (1,447) 233,473 (70,323) 163,150 163,150 - - - - - - Total comprehensive income for the period 199,517 163,150 Total comprehensive income attributable to members of the parent 199,517 163,150 Basic earnings per share attributable to ordinary equity holders of the parent (cents per share) Diluted earnings per share attributable to ordinary equity holders of the parent (cents per share) 4 4 39.26 32.18 39.18 32.12 The above statement of comprehensive income should be read in conjunction with the accompanying notes. 50 Regis Resources Limited | Annual Report 2020 Consolidated Balance Sheet As at 30 June 2020 Current assets Cash and cash equivalents Receivables Inventories Financial assets Other current assets Total current assets Non-current assets Inventories Property, plant and equipment Exploration and evaluation assets Mine properties under development Mine properties Intangible assets Right-of-use assets Total non-current assets Total assets Current liabilities Trade and other payables Income tax payable Provisions Lease liabilities Total current liabilities Non-current liabilities Deferred tax liabilities Provisions Lease liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained profits Total equity Note 7 8 9 19 9 10 12 13 14 11 16 17 18 22 17 18 21 21 Consolidated 2020 $’000 2019 $’000 192,428 188,697 7,799 74,430 270 2,778 7,674 56,077 269 2,198 277,705 254,915 63,503 261,676 230,260 2,188 275,939 2,572 38,034 874,172 1,151,877 74,181 7,471 3,994 15,856 101,502 117,408 75,845 22,041 215,294 316,796 55,898 242,988 185,748 44,163 167,713 2,572 - 699,082 953,997 67,613 12,224 3,479 793 84,109 91,305 60,791 1,328 153,424 237,533 835,081 716,464 435,145 31,223 368,713 835,081 434,880 31,079 250,505 716,464 The above balance sheet should be read in conjunction with the accompanying notes. Regis Resources Limited | Annual Report 2020 51 Consolidated Statement of Changes in Equity For the year ended 30 June 2020 Consolidated Share-based Financial Retained profits/ Note Issued capital $’000 434,880 payment reserve $’000 29,362 At 1 July 2019 Profit for the period Other comprehensive income Total other comprehensive income for the year, net of tax Total comprehensive income for the year, net of tax Transactions with owners in their capacity as owners: Share-based payments expense Dividends paid 6 Adjustment on adoption of AASB 15 on 1 July 2018 (Note 2) At 1 July 2018 Profit for the period Other comprehensive income Changes in the value of cash flow hedges, net of tax Total other comprehensive income for the year, net of tax Total comprehensive income for the year, net of tax Transactions with owners in their capacity as owners: Share-based payments expense Dividends paid 6 assets (accumulted reserve losses) Total equity $’000 1,717 - - - - - - $’000 $’000 250,505 716,464 199,517 199,517 - - 199,517 199,517 - 144 (81,309) (81,309) - 265 - - - 144 - - - - - - 1,082 - - - - - - - - - 163,150 163,150 - - - - 163,150 163,150 - 1,082 (81,196) (81,196) - 1,632 - - - - - - - - - - - Shares issued, net of transaction costs 265 At 30 June 2020 435,145 29,506 1,717 368,713 835,081 At 30 June 2018 433,248 28,280 1,717 173,597 636,842 - - - (5,046) (5,046) 433,248 28,280 1,717 168,551 631,796 Shares issued, net of transaction costs 1,632 At 30 June 2019 434,880 29,362 1,717 250,505 716,464 The above statement of changes in equity should be read in conjunction with the accompanying notes. 52 Regis Resources Limited | Annual Report 2020 Consolidated Statement of Cash Flows For the year ended 30 June 2020 Cash flows from operating activities Receipts from gold sales Payments to suppliers and employees Option premium income received Interest received Interest paid Proceeds from rental income Income tax paid Note Consolidated 2020 $’000 2019 $’000 755,791 652,450 (348,923) (326,680) - 1,007 (1,105) 35 1,366 2,388 (85) 17 (63,792) (53,971) Net cash from operating activities 7 343,013 275,485 Cash flows from investing activities Acquisition of property, plant and equipment Proceeds on disposal of property, plant and equipment Payments for exploration and evaluation Payments for acquisition of exploration assets Proceeds on disposal of financial assets 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 Payment of lease liabilities (2019: Payment of Finance Lease Liability) Net cash used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at 1 July Cash and cash equivalents at 30 June (51,135) (56,426) 21 (37,118) (21,281) - (57,307) (77,524) 31 (34,840) - 77 (35,632) (60,500) (244,344) (187,290) 279 (14) (81,309) (13,894) (94,938) 3,731 188,697 192,428 1,697 (65) (81,196) (1,052) (80,616) 7,579 181,118 188,697 6 7 The above statement of cash flows should be read in conjunction with the accompanying notes. Regis Resources Limited | Annual Report 2020 53 For the year ended 30 June 2020 54 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements Basis of preparation Performance for the year 1. Segment Information 2. Revenue and Other Income 3. Expenses 4. Earnings per Share 5. Current Income Tax 6. Dividends 7. Cash and Cash Equivalents Operating assets and liabilities 8. Receivables 9. Inventories 10. Property, Plant and Equipment 11. AASB 16 Leases 12. Exploration and Evaluation Assets 13. Mine Properties under Development 14. Mine Properties 15. Impairment of Non-Financial Assets 16. Trade and Other Payables 17. Provisions Capital structure, financial instruments and risk 18. Net Debt and Finance Costs 19. Financial Assets 20. Financial Risk Management 21. Issued Capital and Reserves Other disclosures 22. Deferred Income Tax 23. Share-based Payments 24. Related Parties 25. Parent Entity Information 26. Commitments 27. Contingencies 28. Auditor’s Remuneration 29. Subsequent Events 30. New Accounting Standards and Interpretations 55 56 57 58 59 61 62 62 63 64 64 64 65 66 68 70 70 72 72 73 74 74 75 75 78 79 79 80 84 86 86 86 87 87 87 Notes to the Financial Statements For the year ended 30 June 2020 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 2 516 Hay 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 25 August 2020. 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 Instrument 2016/191; • 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 2019. Refer to Note 30 for further details; • does not early adopt Accounting Standards and Interpretations that have been issued or amended but are not yet effective. Refer to Note 30 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 24. 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. Regis Resources Limited | Annual Report 2020 55 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 Note 9 Note 12 Note 14 Note 15 Note 17 Note 22 Note 23 Expenses Inventories Exploration and evaluation assets Mine properties Impairment Provisions Deferred income tax Share-based payments The notes to the financial statements Page 59 Page 64 Page 68 Page 70 Page 72 Page 73 Page 79 Page 80 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, financial instruments and risk; • Other disclosures. A brief explanation is included under each section 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. The Company’s response to COVID-19 was initiated in February 2020 which included the establishment of a Crisis Management Team to coordinate and implement the Company’s COVID-19 Response Plan to the pandemic. The wellbeing of Regis’ employees, contractors and local communities continues to be the priority in these challenging times. Accordingly, the Company has implemented a range of measures across the business consistent with advice from State and Federal health authorities. In addition, Regis joined the FIFO DETECT research program which is supported by resource companies to identify potential asymptomatic cases of COVID-19 with FIFO workers. The Company has also made donations to help support several charities as part of the Chamber of Minerals and Energy COVID-19 Community Support Initiative. The overall impact to operations and the business have been controlled and well managed albeit with a marginal impact on costs. COVID-19 costs relate to additional medical supplies, travel and logistics costs along with the broader ongoing workforce FIFO DETECT testing across the business. This is likely to continue in the foreseeable future. To date there have been no confirmed cases of COVID-19 across the business. 56 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements (continued)For the year ended 30 June 20201. Segment Information Operating segments are reported in a manner that is consistent with the internal reporting provided to the Chief Executive Officer and 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 Duketon North Operations (“DNO”), currently comprising Moolart Well, Gloster, Anchor, Dogbolter-Coopers and Petra, and Duketon South Operations (“DSO”), currently incorporating Garden Well, Rosemont, Erlistoun, Tooheys Well and Baneygo. Dogbolter-Coopers, Petra, Baneygo and Rosemont Underground transitioned to operations during the financial year contributing to the increase in asset holdings at DNO and DSO. Expansionary activity at DSO, together with the right-of-use assets brought on balance sheet from 1 July 2019, has also contributed to the increase for this segment. Unallocated items comprise corporate administrative costs (including personnel costs, share based payments, occupancy costs and investor and corporate costs), interest revenue, finance costs, net gains and losses on derivatives, exploration and evaluation assets relating to areas of interest where an economically recoverable reserve is yet to be delineated, cash, derivative assets and income tax assets. 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 2020 and 30 June 2019: Duketon North Duketon South Operations Operations Unallocated Total 2020 2019 2020 2019 2020 2019 2020 2019 Continuing Operations $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Segment revenue Sales to external customers 203,384 161,014 552,407 491,436 Other revenue - - - - Total segment revenue 203,384 161,014 552,407 491,436 - 866 866 - 755,791 652,450 2,357 866 2,357 2,357 756,657 654,807 Total revenue per the statement of comprehensive income 756,657 654,807 Interest expense Impairment of non-current assets 84 - - - 931 - - - 90 85 1,686 6,729 1,105 1,686 85 6,729 Depreciation and amortisation 17,837 14,414 89,619 59,489 1,155 529 108,611 74,432 Depreciation capitalised Total depreciation and amortisation recognised in the statement of comprehensive income Segment result Segment net operating profit/(loss) before tax Segment assets (288) (209) 108,323 74,223 78,877 57,908 223,402 192,265 (17,619) (16,700) 284,660 233,473 Segment assets at balance date 110,192 98,843 551,479 422,140 490,206 433,013 1,151,877 953,997 Capital expenditure for the year 23,958 24,352 131,986 114,803 45,164 47,375 201,108 186,530 Regis Resources Limited | Annual Report 2020 57 Notes to the Financial Statements (continued) For the year ended 30 June 20202. Revenue and Other Income Accounting Policies Gold sales The Group recognises revenue from gold sales when it satisfies the performance obligation of transferring control of gold inventory to the customer. The Group’s assessment is that this generally occurs when the sales contract has been entered into and the customer has physical possession of the gold, as this is the point at which the customer obtains the ability to direct the use and obtains substantially all of the remaining benefits of ownership of the asset. The transaction price is determined based on the agreed upon price and the number of ounces delivered. Payment is due upon delivery into the sales contract. The impact on the consolidated financial statement upon the adoption of AASB 15 from 1 July 2018 under the cumulative effect approach is as follows: • Gold bullion sales – Gold bullion awaiting settlement is gold that has physically left the mine site and is either at the refinery (not yet outturned) or outturned by the refinery, but not yet swapped into RRL’s metal account. Gold bullion sales that occurred in the year ended 30 June 2018 met the revenue recognition criteria under the prevailing AASB 118 and was correctly recognised in the year ended 30 June 2018. The same sale however would not have met the recognition criteria under AASB 15, the standard required on adjustment of $5,046,000 to the opening Retained Earnings at 1 July 2018 and a recognition of that sale in the year ended 30 June 2019 which resulted in the below impacts on the Consolidated Statement of Comprehensive Income for the year ended 30 June 2019. Extract of the Consolidated Statement of Comprehensive Income Under AASB 15 Under Impact of Adoption Increase/ for the year ended 30 June 2019 (As Reported) AASB 118 (Decrease) Revenue Gross Profit Profit before income tax Net Profit Interest Interest income is recognised as it accrues using the effective interest method. Revenue Gold Sales Interest Gold forward contracts $’000 652,450 252,837 233,473 163,149 $’000 631,291 245,628 226,264 158,103 $’000 21,159 7,209 7,209 5,046 Consolidated 2020 $’000 2019 $’000 755,791 652,450 866 2,357 756,657 654,807 As part of the risk management policy, the Group has entered 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. Open contracts at balance date are summarised in the table below: Gold for Physical Contracted Gold Value of Committed Delivery Sale Price Sales Mark-to-Market(i) 2020 2019 ounces ounces 2020 $/oz 2019 $/oz 2020 $’000 2019 $’000 2020 $’000 2019 $’000 Within one year Spot deferred contracts(ii) 399,494 426,514 1,614 1,598 644,716 681,466 (388,179) (175,578) Spot - 25,000 - 1,830 - 45,750 - (4,485) 399,494 451,514 644,716 727,216 (388,179) (180,063) Mark-to-market has been calculated with reference to the following spot price at period end $2,586/oz $2,009/oz 58 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements (continued)For the year ended 30 June 20202. Revenue and Other Income (continued) (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 $1,415/oz to $1,854/oz (2019: $1,425/oz to $1,878/oz). The Company’s current volume limits on the number of ounces hedged allowed at the end of each period are as follows: Period Volume December 2019 – December 2020 600,000 ounces January 2021 – December 2021 400,000 ounces January 2022 – December 2022 200,000 ounces January 2023 – June 2023 100,000 ounces July 2023 Nil As at 30 June 2020, the Group has no further gold sale commitments. Other income/(expenses) Rehabilitation provision adjustment Net gain on financial instruments at fair value through profit or loss Rental income Exploration rent refunds 3. Expenses Accounting Policies Cash costs of production Consolidated 2020 $’000 (210) - 35 25 2019 $’000 2,976 1,366 17 20 (150) 4,379 Cash costs of production is a component of cost of goods sold and includes 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(i) Amortisation of mine properties Consolidated 2020 $’000 2019 $’000 306,744 299,621 37,361 50,626 57,280 28,447 31,014 42,888 452,011 401,970 (i) Depreciation and amortisation charges increased from the prior year predominantly as a result of new pits commencing production in FY20 and the adoption of the new standard AASB 16 – Leases which has contributed $8.7 million to this increase (Refer to Note 11). Depreciation 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 assets is charged to the statement of comprehensive income 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 • Buildings and infrastructure: 3 - 10 years • Fixtures and fittings: 3 - 20 years • Leasehold improvements: 10 years Depreciation methods, useful lives and residual values are reviewed at each reporting date. Regis Resources Limited | Annual Report 2020 59 Notes to the Financial Statements (continued) For the year ended 30 June 20203. Expenses (continued) Amortisation Mine properties are amortised on a unit-of-production basis over the economically recoverable reserves of the mine concerned. Depreciation and amortisation Depreciation expense(i) Amortisation expense Less: Amounts capitalised to exploration projects Depreciation and amortisation charged to the statement of comprehensive income Consolidated 2020 $’000 51,331 57,280 (288) 108,323 2019 $’000 31,543 42,889 (209) 74,223 (i) Depreciation and amortisation charges increased from the prior year predominantly as a result of new pits commencing production in FY20 and the adoption of the new standard AASB 16 – Leases which has contributed $8.7 million to this increase (Refer to Note 11). Key estimates and assumptions Unit-of-production method of depreciation/amortisation 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. Note 23 12 Consolidated 2020 $’000 2019 $’000 47,381 42,192 4,410 144 1,072 3,979 56,986 (9,628) 3,871 1,082 1,424 4,212 52,781 (7,183) 47,358 45,598 - - - 1,085 130 1,215 766 (230) 536 885 55 940 Employee benefits expense Wages and salaries Defined contribution superannuation expense Share-based payments expense Employee bonuses Other employee benefits expense Less: Amounts capitalised to projects 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 Non-capital exploration expenditure Loss on disposal of assets 60 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements (continued)For the year ended 30 June 20204. Earnings per Share Accounting Policy 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 and performance rights on issue. Earnings used in calculating EPS Net profit attributable to ordinary equity holders of the parent 199,517 163,150 Consolidated 2020 $’000 2019 $’000 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 Performance rights No. shares No. shares (‘000s) (‘000s) 507,869 504,438 296 2,574 508,165 507,012 97 926 335 559 Weighted average number of ordinary shares adjusted for the effect of dilution 509,188 507,906 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. Regis Resources Limited | Annual Report 2020 61 Notes to the Financial Statements (continued) For the year ended 30 June 20205. 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 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 before income tax At the Group’s statutory income tax rate of 30% (2019: 30%) Share-based payments Other non-deductible items Adjustment in respect of income tax of previous years Deductible equity raising costs Consolidated 2020 $’000 2019 $’000 59,040 (2) 26,405 (300) 85,143 53,631 486 16,743 (537) 70,323 284,660 85,398 233,473 70,042 4 43 (301) (1) 325 10 (52) (2) Income tax expense reported in the statement of comprehensive income 85,143 70,323 6. Dividends Declared and paid during the year: Dividends on ordinary shares Final dividend for 2019: 8 cents per share (2018: 8 cents per share) Interim franked dividend for 2020: 8 cents per share (2019: 8 cents per share) Consolidated 2020 $’000 40,654 40,654 81,308 2019 $’000 40,570 40,626 81,196 Proposed by the directors after balance date but not recognised as a liability at 30 June: Dividends on ordinary shares Final dividend for 2020: 8 cents per share (2019: 8 cents per share) 40,668 40,650 Dividend franking account Amount of franking credits available to shareholders of Regis Resources Limited for subsequent financial years 61,321 37,129 The ability to utilise the franking credits is dependent upon the ability to declare dividends. 62 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements (continued)For the year ended 30 June 20207. 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 2020, the Group had no undrawn, committed borrowing facilities available (2019: nil). Refer to Note 18. Cash and cash equivalents in the balance sheet and cash flow statement Cash at bank and on hand Consolidated 2020 $’000 192,428 192,428 2019 $’000 188,697 188,697 Restrictions on Cash The Group is required to maintain $503,000 (2019: $501,000) on deposit to secure bank guarantees in relation to the Perth office leases and two office leases in NSW. The amount will be held for the term of the lease. Reconciliation of profit after income tax to net cash inflow from operating activities Net profit for the year Adjustments for: Impairment of non-current assets Unwinding of discount on provisions Loss on disposal of assets Unrealised (loss)/gain on derivatives Rent refunds Share-based payments Rehabilitation provision adjustment Depreciation and amortisation Adjustment on adoption AASB 15 Changes in assets and liabilities (Increase)/decrease in receivables (Increase)/decrease in inventories (Increase)/decrease in other current assets Increase/(decrease) in income tax payable Increase/(decrease) in trade and other payables Increase/(decrease) in deferred tax liabilities Increase/(decrease) in provisions Net cash from operating activities Note 15 17 Consolidated 2020 $’000 2019 $’000 199,517 163,150 1,686 919 130 - (25) 144 210 108,323 - (751) 3,409 (552) (4,754) 3,498 26,105 5,154 6,729 1,362 55 - (20) 1,082 (2,976) 74,223 (5,046) (774) 3,329 (843) (2,018) 21,527 16,207 (502) 343,013 275,485 Regis Resources Limited | Annual Report 2020 63 Notes to the Financial Statements (continued) For the year ended 30 June 2020Operating 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 74. 8. Receivables Accounting Policy Receivables are initially recognised at fair value and subsequently at the amounts considered receivable (financial assets at 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’s exposure to credit risk in relation to its receivables is not material. 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 Security deposits for land acquisition Interest receivable Dividend trust account Other receivables 9. Inventories Accounting Policy Consolidated 2020 $’000 4,819 1,959 100 28 619 274 2019 $’000 4,067 1,807 906 170 490 234 7,799 7,674 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 2020 $’000 48,545 13,759 8,601 3,525 74,430 2019 $’000 31,696 11,201 9,830 3,350 56,077 63,503 55,898 At 30 June 2020, all inventories were carried at cost except for a portion of Rosemont ore stockpiles written back to net realisable value resulting in an expense totalling $115,000 being recognised in cost of goods sold. At 30 June 2019, a portion of ore stockpiles were reclassified as non-current as a result of the annual update of life of mine plans and written down to net realisable value resulting in an expense totalling $438,000 being recognised in cost of goods sold. During the 2019 year, all other inventories were carried at cost except for a portion of Erlistoun ore stockpiles written down to net realisable value resulting in an expense totalling $216,000 being recognised in cost of goods sold. 64 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements (continued)For the year ended 30 June 20209. Inventories (continued) Key estimates and assumptions Inventories Net realisable value tests are performed at each reporting date and represent the estimated forecast sales price of the gold when its expected to be realised, 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 10. 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. Freehold Leasehold Plant & Furniture & Buildings & Capital Land Improvements Equipment Equipment Infrastructure WIP Total Consolidated $’000 Net carrying amount at 1 July 2019 45,044 Additions 6,983 Depreciation expense Transfers between classes Rehabilitation provision adjustments Disposals - - - - $’000 1,078 25 $’000 93,786 8,943 (299) (22,062) - - - 2,185 1,770 (150) $’000 1,070 287 (407) 414 - - $’000 $’000 $’000 74,499 27,511 242,988 16,817 21,989 55,044 (19,811) - (42,579) 16,289 (18,888) - 4,603 - - - 6,373 (150) Net carrying amount at 30 June 2020 52,027 804 84,472 1,364 92,397 30,612 261,676 At 30 June 2020 Cost 52,027 1,878 272,506 3,456 183,337 30,612 543,816 Accumulated depreciation - (1,074) (188,034) (2,092) (90,940) (282,140) Net carrying amount 52,027 804 84,472 1,364 92,397 30,612 261,676 Net carrying amount at 1 July 2018 33,752 Additions 11,292 227 753 94,974 11,370 824 323 52,122 13,441 195,340 7,091 26,632 57,461 Depreciation expense Transfers to mine properties Transfers between classes Rehabilitation provision adjustments Disposals - - - - - (240) (18,009) (295) (12,999) - 338 - - - 518 5,019 (86) - 218 - - - 11,469 (12,562) - - (31,543) - (19) 16,816 - - - 21,835 (86) Net carrying amount at 30 June 2019 45,044 1,078 93,786 1,070 74,499 27,511 242,988 At 30 June 2019 Cost 45,044 1,853 260,080 2,755 147,902 27,511 485,145 Accumulated depreciation - (775) (166,294) (1,685) (73,403) - (242,157) Net carrying amount 45,044 1,078 93,786 1,070 74,499 27,511 242,988 Regis Resources Limited | Annual Report 2020 65 Notes to the Financial Statements (continued) For the year ended 30 June 202011. AASB 16 Leases This note explains the impact of the adoption of AASB 16 Leases on the Group’s financial statements and discloses the new accounting policy that has been applied from 1 July 2019. The Group has adopted AASB 16 from 1 July 2019, but has not restated comparatives for the reporting periods prior to adoption, as permitted under the specific transitional provisions in the standard applying the Modified Retrospective Approach. The Group’s retained earnings and net assets were unaffected by the transition at 1 July 2019. The nature of the Group’s leasing activities includes service contracts for mining services, drilling, haulage, and power generation contracts. Additionally, office leases and office equipment have also been included. Accounting Policy Until 1 July 2019, leases of property, plant and equipment were classified as either finance or operating leases as required by the previous accounting standard, AASB 117 Leases. Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership for the lease item, were 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 were 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 were recognised as an expense in profit or loss. Payments made under operating leases (net of any incentives received from the lessor) were charged to profit or loss on a straight-line basis over the period of the lease. From 1 July 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in AASB 16. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: • Fixed payments (including in-substance fixed payments), less any lease incentives receivable. • Variable lease payments that are based on an index or a rate. • Amounts expected to be payable by the lessee under residual value guarantees. • The exercise price of a purchase option if the lessee is reasonably certain to exercise that option. • Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. Right-of-use assets are measured at cost comprising the following: • The amount of the initial measurement of the lease liability. • Any lease payments made at or before the commencement date less any lease incentives received. • Any initial direct costs. • Any restoration costs. The right-of-use asset is subsequently depreciated using the straight-line method. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for remeasurements of the lease liability. Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets are assets with a replacement value of less than $5,000. 66 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements (continued)For the year ended 30 June 202011. AASB 16 Leases (continued) Adjustments Recognised on Adoption Of AASB 16 On adoption of AASB 16, the Group recognised lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of AASB 117 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 July 2019. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities on 1 July 2019 was 3.79%. For leases previously classified as finance leases, the Group recognised the carrying amount of the lease asset and lease liability immediately before transition as the carrying amount of the right-of-use asset and the lease liability at the date of initial application. The measurement principles of AASB 16 are only applied after that date. The lease liability recognised on date of transition is comprised as follows: Discounted operating lease commitments using incremental borrowing rate at 1 July 2019 Finance lease liabilities recognised as at 30 June 2019 Additional lease liabilities from adopting AASB 16 Lease liability recognised as at 1 July 2019 Comprising: Current Non-current Consolidated As at As at 30 June 2020 1 July 2019 $’000 $’000 1,695 2,121 29,679 33,495 10,081 23,414 33,495 15,856 22,041 37,897 Right-of-use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet as at 30 June 2019. Plant and equipment Furniture and equipment Buildings and infrastructure Total right-of-use assets Consolidated As at As at 30 June 2020 1 July 2019 $’000 24,249 57 13,728 38,034 $’000 18,256 125 15,114 33,495 The change in accounting policy affected the following items in the balance sheet on 1 July 2019: • Right-of-use assets – increased by $33,495,000. • Property, plant and equipment – decreased by $2,121,000. • Lease liabilities – increased by $31,373,000. Practical expedients applied In applying AASB 16 for the first time, the Group has used the following practical expedients permitted by the standard: • The use of a single discount rate to a portfolio of leases with reasonably similar characteristics. • The accounting for operating leases with a remaining lease term of less than 12 months as at 1 July 2019 as short-term leases. • The exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application. • The use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease. Right-of-use assets Consolidated Balance at 1 July 2019 Depreciation charge for the year Additions to right-of-use assets Balance at 30 June 2020 Plant & Furniture & Buildings & Equipment Equipment Infrastructure $’000 18,256 (7,555) 13,548 24,249 $’000 125 (68) - 57 $’000 15,114 (5,003) 3,617 13,728 Total $’000 33,495 (12,625) 17,165 38,034 Regis Resources Limited | Annual Report 2020 67 Notes to the Financial Statements (continued) For the year ended 30 June 202011. AASB 16 Leases (continued) Amounts recognised in profit or loss 2020 – Leases under AASB 16 Interest on lease liabilities Expenses relating to short-term leases 2019 – Operating leases under AASB 117 Lease expense (net of amounts capitalised) Consolidated $’000 1,068 63 536 The majority of the Group’s service contracts that contain leases are structured as variable payments, which are not included in the measurement of lease liabilities under AASB 16. Variable lease payments for the year ended 30 June 2020 totalled $326,776,000(i). Amounts recognised in statement of cash flows Total cash outflow for leases under AASB 16 (i) Includes non-lease components such as labour. 12. Exploration and Evaluation Assets Accounting Policy Consolidated 2020 $’000 13,894 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 under development Balance at 30 June Impairment Note 15 13 Consolidated 2020 $’000 185,748 37,326 21,402 (1,686) (12,530) 2019 $’000 171,570 34,758 - (6,729) (13,851) 230,260 185,748 Exploration and evaluation assets are assessed for impairment if (i) the period for which the right to explore in the area has expired during the period or will expire in the near future, and is not expected to be renewed, (ii) substantive expenditure on further exploration for and evaluation of mineral resources is neither budgeted nor planned, (iii) sufficient data exists to determine technical feasibility and commercial viability and (iv) 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. 68 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements (continued)For the year ended 30 June 202012. Exploration and Evaluation Assets (continued) Organic growth potential through exploration was given a major boost on 23 August 2019 when the Company acquired a large strategic tenement holding across the Duketon Greenstone Belt from Duketon Mining Limited for $20m cash and up to $5m in contingent payments. The acquisition tripled the Company’s landholding resulting in a contiguous tenement area over 3,265km² and means that Regis now controls approximately 90% of the gold rights in this highly prospective belt. Carrying value by area of interest Duketon North Operations Duketon South Operations Duketon Gold Project satellite deposits Regional WA exploration NSW exploration Key estimates and assumptions Impairment of exploration and evaluation assets 15,796 31,952 8,408 37,841 136,263 230,260 14,560 25,043 5,961 13,656 126,528 185,748 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 2020 $’000 1,906 2019 $’000 2,819 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. Regis Resources Limited | Annual Report 2020 69 Notes to the Financial Statements (continued) For the year ended 30 June 202013. 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. Any proceeds from sales in the pre-production phase is deducted from the cost of the asset. Balance at beginning of period Pre-production expenditure capitalised Transferred from exploration Transferred to inventory Transferred to mine properties Balance at end of period Note 12 14 Consolidated 2020 $’000 44,163 45,649(i) 12,530 (9,427) (90,727)(i) 2,188 2019 $’000 29,578 34,604 13,851 (4,720) (29,150) 44,163 (i) Costs associated with Dogbolter-Coopers, Petra, Baneygo and Rosemont Underground net of $21.2 million in pre-production sales. 14. Mine Properties Accounting Policies 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. Other mine properties Other mine properties represent 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 include Capital Development costs for underground pits. 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. Capital development costs are amortised over the expected recovered ounces of the mine concerned. The unit of account is ounces recovered. 70 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements (continued)For the year ended 30 June 202014. Mine Properties (continued) Net carrying amount at 1 July 2019 Additions Transfers from pre-production Rehabilitation provision adjustment Amortisation expense Net carrying amount at 30 June 2020 At 30 June 2020 Cost Accumulated amortisation Net carrying amount Net carrying amount at 1 July 2018 Additions Transfers from exploration and evaluation assets Transfers from pre-production Rehabilitation provision adjustment Amortisation expense Net carrying amount at 30 June 2019 At 30 June 2019 Cost Accumulated amortisation Net carrying amount Consolidated Production Stripping Costs Pre-strip Costs Other Mine Properties $’000 60,673 47,009 7,760 - (20,716) 94,726 $’000 82,080 16,080 21,608 - (28,240) 91,528 $’000 24,960 2,573 61,359 9,117 (8,324) 89,685 Total $’000 167,713 65,662 90,727(i) 9,117 (57,280) 275,939 165,988 189,678 174,326 529,993 (71,262) 94,726 60,917 16,197 - 1,271 - (17,712) 60,673 (98,150) 91,528 36,358 43,510 - 18,530 - (16,318) 82,080 (84,641) (254,054) 89,685 275,939 26,841 124,116 - - 9,349 (2,371) (8,859) 59,707 - 29,150 (2,371) (42,889) 24,960 167,713 111,218 151,990 101,277 364,485 (50,545) 60,673 (69,910) 82,080 (76,317) (196,772) 24,960 167,713 (i) Costs associated with Dogbolter-Coopers, Petra, Baneygo and Rosemont Underground net of $21.2 million in pre-production sales. 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 Regis Resources Limited | Annual Report 2020 71 Notes to the Financial Statements (continued) For the year ended 30 June 202015. Impairment of Non-Financial Assets 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 of disposal 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 Exploration and evaluation assets Note 12 Consolidated 2020 $’000 1,686 2019 $’000 6,729 An impairment loss of $1,686,000 (2019: $3,000) has been recognised in relation to tenements that were surrendered, relinquished or expired during the year. For the year ended 30 June 2020, no impairment (2019: $6,726,000) was recognised in relation to tenements where the Group has no immediate plans to incur substantive expenditure on further exploration activity. 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 initially recognised at the value of the invoice received from a supplier and subsequently measured at amortised cost. 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 72 Regis Resources Limited | Annual Report 2020 Consolidated 2020 $’000 30,178 28,343 3,886 11,774 74,181 2019 $’000 28,716 26,310 3,547 9,040 67,613 Notes to the Financial Statements (continued)For the year ended 30 June 202017. Provisions Accounting Policies 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. When 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 Long service leave 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 2020 $’000 619 291 3,084 3,994 1,944 73,901 75,845 61,456 7,497 (1,089) 8,202 919 76,985 2019 $’000 490 158 2,831 3,479 2,166 58,625 60,791 44,544 11,211 (939) 5,278 1,362 61,456 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. Regis Resources Limited | Annual Report 2020 73 Notes to the Financial Statements (continued) For the year ended 30 June 2020Capital Structure, Financial Instruments and Risk This section outlines how the Group manages its capital, related financing costs and its exposure to various financial risks. It explains how these risks affect the Group’s financial position and performance and what the Group does to manage these risks. 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 The carrying amounts of the Group’s current and non-current borrowings approximate their fair value. Note Consolidated 2020 $’000 2019 $’000 Current interest-bearing liabilities Lease liabilities (i) (2019: Finance Lease Liability) 15,856 793 Non-current interest-bearing liabilities Lease liabilities (i) (2019: Finance Lease Liability) 22,041 1,328 Less: cash and cash equivalents 7 192,428 188,697 Net cash 154,531 186,576 (i) Lease liabilities has increased due to the adoption of the new standard AASB 16 – Leases (refer Note 11). Interest-bearing liabilities Finance costs Interest expense Unwinding of discount on provisions Borrowing costs Consolidated 2020 $’000 1,105 919 2,024 2019 $’000 85 1,362 1,447 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. 74 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements (continued)For the year ended 30 June 202019. Financial Assets Accounting Policy Financial assets are initially recognised at fair value, plus transaction costs that are directly attributable to its acquisition and subsequently measured at amortised costs or fair value depending on the business model for those assets and the contractual cash flow characteristics. Equity instruments Equity instruments are normally measured at fair value through profit or loss (“FVTPL”) unless the Group chooses, on an instrument-by- instrument basis on initial recognition, to present fair value changes in other comprehensive income (“FVOCI”). This option is irrevocable and only applies to equity instruments which are neither held for trading nor are contingent consideration in a business combination. Gains and losses on equity instruments measured at FVOCI are not recycled through profit and loss or disposal and there is no impairment accounting. All gains and losses are recorded in equity through other comprehensive income. Consolidated 2020 $’000 2019 $’000 Current Financial assets at amortised cost – term deposit 270 269 20. Financial Risk Management The Group holds financial instruments for the following purposes: • Financing: to raise finance for the Group’s operations or, in the case of short-term deposits, to invest surplus funds. The principal types of instruments used include bank loans, cash and short-term deposits. • Operational: the Group’s activities generate financial instruments, including cash, receivables and trade payables. • Risk management: to reduce risks arising from the financial instruments described above, including commodity swap contracts and gold call options. It is, and has been throughout the year, the Group’s policy that no speculative trading in financial instruments shall be undertaken. The Group’s holding of these financial instruments exposes it to the following risks: • Credit risk • Liquidity risk • Market risk, including foreign currency risk, interest rate risk and commodity price 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. These risks affect the fair value measurements applied by the Group. Further quantitative disclosures are included throughout this financial report. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Audit Committee is responsible for developing and monitoring financial risks and the Risk, Safety, Environment and Community Committee is responsible for developing and monitoring all other risk management policies. The committees report regularly to the Board of Directors on their 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 Risk, Safety, Environment and Community 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. Credit risk arises from cash and cash equivalents and gold bullion awaiting settlement. The Group has adopted the policy of dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. Cash holdings are with Commonwealth Bank of Australia and Macquarie Bank Limited, Australian banks regulated by APRA with a short-term S&P rating of A-1+ and A-1 respectively. The Group has determined that it currently has no significant exposure to credit risk as at reporting date given banks have investment grade credit ratings. Regis Resources Limited | Annual Report 2020 75 Notes to the Financial Statements (continued) For the year ended 30 June 202020. Financial Risk Management (continued) 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 risking damage to the Group’s reputation. The Group uses 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 and pandemics. The following table analyses the Group’s financial liabilities, including net and gross settled financial instruments, into relevant maturity periods based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows and hence will not necessarily reconcile with the amounts disclosed in the balance sheet. 30 June 2020 ($’000) Carrying Contractual 6 mths More than 5 amount cash-flows or less 6-12 mths 1-2 years 2-5 years years Trade and other payables 69,949 (69,949) (69,949) - - Lease liabilities 37,897 (39,288) (8,602) (8,389) (14,177) Total 107,846 (109,237) (78,551) (8,389) (14,177) - (8,120) (8,120) - - - 30 June 2019 ($’000) Carrying Contractual 6 mths More than 5 amount cash-flows or less 6-12 mths 1-2 years 2-5 years years Trade and other payables 64,066 (64,066) (64,066) Finance leases 2,121 (2,231) (447) Total 66,187 (66,297) (64,513) - (412) (412) - (1,372) (1,372) - - - - - - Assets pledged as security The finance lease liabilities are secured by the related assets. Ownership of the assets remains with Komatsu until all contractual payments have been made. Financial guarantee liabilities As at 30 June 2020, the Group did not have any financial guarantee liabilities (2019: Nil). Market Risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, commodity prices 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. • 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. • Interest rate risk: The Group is only exposed to interest rate risk through its cash deposits, which attract variable interest rates. The Group regularly reviews its current working capital requirements against cash balances and the returns available on short term deposits. There is no significant exposure to interest rate risk at reporting date. • Commodity price risk: The Group’s exposure to commodity price risk is purely operational and arises largely from gold price fluctuations or in relation to the purchase of inventory with commodity price as a significant input, such as diesel. The Group’s exposure to movements in the gold price is managed through the use of gold forward contracts (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. No sensitivity analysis is provided for these contracts as they are outside the scope of AASB 9 Financial Instruments. 76 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements (continued)For the year ended 30 June 202020. Financial Risk Management (continued) Interest rate risk At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was: Fixed rate instruments Term deposits Lease liabilities Variable rate instruments Cash and cash equivalents Consolidated 2020 $’000 270 (37,897) (37,627) 2019 $’000 269 (2,121) (1,852) 192,302 188,585 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. Cash flow sensitivity analysis for variable rate instruments A sensitivity analysis has not been disclosed in relation to the variable interest rate cash on deposit as the result has been determined to be immaterial to the statement of comprehensive income for both the current and prior financial years. Fair Values The carrying amounts and estimated fair values of all of the Group’s financial instruments recognised in the financial statements are materially the same. The methods and assumptions used to estimate the fair value of the financial instruments are disclosed in the respective notes. Valuation of financial instruments For all fair value measurements and disclosures, the Group uses the following to categorise the method used: • Level 1: the fair value is calculated using quoted prices in active markets. • Level 2: the fair value is estimated using inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices). The most frequently applied valuation techniques include forward pricing and swap models using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, and spot and forward rate curves of the underlying commodity. • Level 3: the fair value is estimated using inputs for the asset or liability that are not based on observable market data. The Group does not have any financial assets or liabilities in this category. For financial instruments that are carried at fair value on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. There were no transfers between levels during the year. Regis Resources Limited | Annual Report 2020 77 Notes to the Financial Statements (continued) For the year ended 30 June 202021. 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 Movement in ordinary shares on issue At 1 July 2018 Issued on exercise of options Transaction costs At 30 June 2019 Issued on exercise of options Transaction costs At 30 June 2020 Consolidated 2020 $’000 2019 $’000 435,145 434,880 No. shares (‘000s) $’000 504,438 433,248 3,431 - 1,697 (65) 507,869 434,880 311 - 279 (14) 508,180 435,145 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. Balance at 1 July 2018 Net gain on financial instruments recognised in equity Tax effect of transfers and revaluations Share-based payment transactions Balance at 30 June 2019 and 1 July 2019 Net gain on financial instruments recognised in equity Tax effect of transfers and revaluations Share-based payment transactions Balance at 30 June 2020 Nature and Purpose of Reserves Share-based payment reserve Share-based payment Financial assets reserve $’000 28,280 - - 1,082 29,362 - - 144 29,506 reserve Total Reserves $’000 1,717 - - - 1,717 - - - 1,717 $’000 29,997 - - 1,082 31,079 - - 144 31,223 The share-based payment reserve is used to record the value of share-based payments and performance rights provided to employees, including KMP, as part of their remuneration, as well as non-employees. Financial assets reserve The financial assets reserve records fair value changes on financial assets designated at fair-value through other comprehensive income. 78 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements (continued)For the year ended 30 June 2020Other disclosures This section provides information on items which require disclosure to comply with Australian Accounting Standards and other regulatory pronouncements. 22. 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 2020 there are no unrecognised temporary differences associated with the Group’s investment in subsidiaries (2019: $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: Consolidated Deferred tax liabilities Receivables Inventories Prepayments Property, plant and equipment 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 Trade and other payables Provisions Expenses deductible over time Mine properties under development 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 Income tax (expense)/benefit recognised in equity 2020 $’000 588 8,521 205 23,150 39,513 - 76,799 148,776 (31,368) 117,408 1,410 23,766 3 1,222 4,967 31,368 (31,368) - (91,305) (26,103) - 2019 $’000 542 1,377 140 21,620 33,057 9,599 51,394 117,729 (26,424) 91,305 1,421 19,134 3 - 5,866 26,424 (26,424) - (75,098) (16,207) - Closing balance at 30 June – net deferred tax (liabilities)/assets (117,408) (91,305) Regis Resources Limited | Annual Report 2020 79 Notes to the Financial Statements (continued) For the year ended 30 June 202022. Deferred Income Tax (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. 23. Share-based Payments Accounting Policy The value of options or performance rights 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 or performance rights (the vesting period), ending on the date on which the relevant employees become fully entitled to the option or performance right (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 or performance right; • The current best estimate of the number of options or performance rights 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. Recognised share-based payments expense Employee share-based payments expense Performance rights expense Total expense arising from share-based payment transactions There have been no cancellations or modifications to any of the plans during the current or prior years. Consolidated 2020 $’000 (91) 235 144 2019 $’000 1,037 45 1,082 80 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements (continued)For the year ended 30 June 202023. Share-based Payments (continued) Employee Share Option Plan (ESOP) The Company has one ESOP, being the Regis Resources Limited 2014 Share Option Plan (the “Option Plan”). The objective of the Option Plan is to assist in the recruitment, reward, retention and motivation of eligible persons of the Group. Under the Option Plan, the board or Remuneration, Nomination and Diversity Committee may issue eligible employees with options to acquire shares in the future at an exercise price fixed by the board or Remuneration, Nomination and Diversity 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 Option 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 1,625,000 $3.6923 5,822,500 $2.1480 2020 2019 No. WAEP No. WAEP 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 Weighted average share price at the date of exercise Weighted average remaining contractual life Range of exercise prices Weighted average fair value of options granted during the year Option Pricing Model - - - (400,000) $3.9000 (200,000) (675,000) $3.4185 (3,997,500) (5,000) 545,000 (50,000) $1.4000 $3.9000 - - $3.9000 $1.4325 - 1,625,000 $3.6923 - 135,000 - 2020 $5.48 1 year 2019 $4.25 1.8 years $1.40 - $3.90 $1.40 - $3.90 n/a n/a 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. There were no new grants of employee options during the year ended 30 June 2020 and 30 June 2019. Performance Rights 2017 Performance Rights In November 2017, 430,440 performance rights were granted to the executive directors, Mr Mark Clark and Mr Paul Thomas, and other executives, Mr Kim Massey and Mr Peter Woodman under the Group’s Executive Incentive Plan (“EIP”). Mr Paul Thomas resigned as COO on 30 September 2019 and 113,636 Performance Rights lapsed on the date of his resignation in accordance with terms and conditions. In accordance with AASB 2, expenses recognised for Mr Paul Thomas shall be reversed. Mr Kim Massey resigned on 1 July 2019 and 71,625 Performance Rights granted to Mr Massey lapsed upon the date of the resignation in accordance with the terms and conditions. In accordance with AASB 2, expenses recognised for Mr Kim Massey shall be reversed Mr Mark Clark retired on 23 November 2018 and 173,554 Performance Rights granted to Mr Clark lapsed upon the date of the retirement in accordance with the terms and conditions. Mr Peter Woodman resigned on 29 March 2018 and 71,625 Performance Rights granted to Mr Woodman lapsed upon the date of the resignation in accordance with the terms and conditions. Regis Resources Limited | Annual Report 2020 81 Notes to the Financial Statements (continued) For the year ended 30 June 202023. Share-based Payments (continued) The performance conditions that the Board has determined will apply to the Performance Rights are summarised below: Tranche Weighting Performance Conditions Tranche A 25% of the Performance Rights The Company’s relative total shareholder return (“TSR”) measured against the TSR’s of 18 comparator mining companies Tranche B 25% of the Performance Rights The Company’s absolute TSR measured against specific thresholds Tranche C 25% of the Performance Rights The growth in the Company’s earnings per share (“EPS”) measured against specific thresholds Tranche D 25% of the Performance Rights The growth in the Company’s Ore Reserve measured against specific thresholds The fair value at grant date of Tranches A and B was estimated using a Monte Carlo simulation, and a Black Scholes option pricing model was used to estimate the fair value at grant date of Tranches C and D. The table below details the terms and conditions of the grant and the assumptions used in estimating fair value: Item Grant date Value of the underlying security at grant date Exercise price Dividend yield Risk free rate Volatility Performance period (years) Commencement of measurement period Test date Expiry date Remaining performance period (years) Tranche A & B Tranche C & D 23 November 2017 23 November 2017 $4.09 nil 4.00% 1.90% 50% 3 $4.09 nil 4.00% 1.90% 50% 3 1 July 2017 1 July 2017 30 June 2020 30 June 2020 30 August 2020 30 August 2020 Nil Nil The weighted average fair value of the Performance Rights granted during the year was $nil as these have all been forfeited. 2018 Performance Rights In November 2018, 373,924 performance rights were granted to the executive directors Mr Jim Beyer and Mr Paul Thomas, and other executives, Mr Kim Massey under the Group’s Executive Incentive Plan (“EIP”). Mr Paul Thomas resigned as COO on 30 September 2019 and 129,187 performance rights lapsed on the date of his resignation in accordance with terms and conditions. In accordance with AASB 2, expenses recognised for Mr Paul Thomas shall be reversed. Mr Kim Massey resigned on 1 July 2019 and 83,971 performance rights lapsed upon the date of the resignation in accordance with the terms and conditions. In accordance with AASB 2, expenses recognised for Mr Kim Massey shall be reversed. The performance conditions that the Board has determined will apply to the Performance Rights are summarised below: Tranche Weighting Performance Conditions Tranche A 20% of the Performance Rights The Company’s relative total shareholder return (“TSR”) measured against the TSR’s of 10 comparator mining companies Tranche B 20% of the Performance Rights The Company’s absolute TSR measured against specific thresholds Tranche C 15% of the Performance Rights The growth in the Company’s earnings per share (“EPS”) measured against specific thresholds Tranche D 15% of the Performance Rights The growth in the Company’s Ore Reserve measured against specific thresholds Tranche E 15% of the Performance Rights McPhillamys progress against timetable and budget including permitting and scheduling Tranche F 15% of the Performance Rights Rosemont Underground against specific performance requirements The fair value at grant date of Tranches A and B was estimated using a Monte Carlo simulation, and a Black Scholes option pricing model was used to estimate the fair value at grant date of Tranches C, D, E and F, which have non market-based performance conditions. 82 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements (continued)For the year ended 30 June 202023. Share-based Payments (continued) The table below details the terms and conditions of the grant and the assumptions used in estimating fair value: Item Grant date Value of the underlying security at grant date Exercise price Dividend yield Risk free rate Volatility Performance period (years) Tranche A & B Tranche C & D Tranche E & F 23 November 2018 23 November 2018 23 November 2018 $4.34 nil 4.30% 2.11% 35% 3 $4.34 nil 4.30% 2.11% 35% 3 $4.34 nil 4.30% 2.11% 35% 3 Commencement of measurement period 1 July 2018 1 July 2018 1 July 2018 Test date 30 June 2021 30 June 2021 30 June 2021 Remaining performance period (years) 1 1 1 The fair value of the Performance Rights granted during the year was $426,480 and the weighted average fair value was $2.65. 2019 Performance Rights In November 2019, 764,794 Performance Rights were granted to the Executive Director Mr Jim Beyer, CFO Mr Jon Latto and other executives, under the Group’s Executive Incentive Plan (“EIP”). The performance conditions that the Board has determined will apply to 129,433 and 58,343 LTI Performance Rights granted to Mr Jim Beyer and Mr Jon Latto respectively, are summarised below: Tranche Weighting Performance Conditions Tranche A 20% of the Performance Rights The Company’s relative total shareholder return (“TSR”) measured against the TSR’s of 12 comparator mining companies Tranche B 20% of the Performance Rights The Company’s absolute TSR measured against specific thresholds Tranche C 15% of the Performance Rights The growth in the Company’s earnings per share (“EPS”) measured against specific thresholds Tranche D 15% of the Performance Rights The growth in the Company’s Ore Reserve measured against specific thresholds Tranche E 15% of the Performance Rights McPhillamys progress against timetable and budget including permitting and scheduling Tranche F 15% of the Performance Rights Annual production growth above levels contained in the Life of Mine Plan. Growth in production can arise from M&A activity. The fair value at grant date of Tranches A and B was estimated using a Monte Carlo simulation, and a Black Scholes option pricing model was used to estimate the fair value at grant date of Tranches C, D, E, and F, which have non market-based performance conditions. 30,890 STI Performance Rights were granted to Mr Jim Beyer with the balance of the 2019 Performance Rights (being 546,128 Performance Rights) granted to senior executives vesting progressively over a four year period from 1 July 2019 to 30 June 2023 (Tranche G). Regis Resources Limited | Annual Report 2020 83 Notes to the Financial Statements (continued) For the year ended 30 June 202023. Share-based Payments (continued) The following table details the terms and conditions of the grant and the assumptions used in estimating fair value: Item Tranche A & B Tranche C & D Tranche E & F Tranche G STI LTI Grant date 26 November 2019 26 November 2019 26 November 2019 26 November 2019 26 November 2019 Value of the underlying security at grant date Exercise price Dividend yield Risk free rate Volatility Performance period (years) Commencement of measurement period Test date Remaining performance period (years) $4.62 nil 4.00% 0.73% 35% 3 $4.62 nil 4.00% 0.73% 35% 3 $4.62 nil 4.00% 0.73% 35% 3 $4.62 nil 4.00% 0.77% 35% 0.6 $4.62 nil 4.00% 0.77% 35% 4 1 July 2019 1 July 2019 1 July 2019 1 July 2019 1 July 2019 30 June 2022 30 June 2022 30 June 2022 1 July 2020 30 June 2023 2 2 2 Nil 3 The fair value of the Performance Rights granted during the year was $3,178,560 and the weighted average fair value was $4.16 (Tranche A-F: $574,477, $3.06, and Tranche G: $2,604,082, $4.51). Key estimates and assumptions Share-based payments The Group is required to use key assumptions, such as volatility, 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. 24. Related Parties Key management personnel compensation The key management personnel compensation included in employee benefits expense (Note 3) and share-based payments (Note 23), is as follows: Short-term employee benefits Post-employment benefits Long-term benefits Termination benefits Share-based payment Total compensation Consolidated 2020 $ 2019 $ 2,039,665 3,337,291 189,711 34,355 - 194,359 239,104 - 203,311 91,184 2,467,042 3,861,938 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, other than advised elsewhere in this report. 84 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements (continued)For the year ended 30 June 202024. Related Parties (continued) Subsidiaries The consolidated financial statements include the financial statements of Regis Resources Limited and the subsidiaries listed in the following table: Name Duketon Resources Pty Ltd Artane Minerals NL Rosemont Gold Mines Pty Ltd LFB Resources NL Ultimate Parent Country of Incorporation Australia Australia Australia Australia % Equity Interest Investment $’000 2020 100% 100% 100% 100% 2019 100% 100% 100% 100% 2020 30,575 - - 73,941 104,516 2019 30,575 - - 73,941 104,516 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 2020, the balance of the loan receivable was $30,935,000 (2019: $26,392,000). A 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 2020, the balance of the loan receivable was $98,508,000 (2019: $83,667,000). Transactions With Key Management Personnel For the year ended 30 June 2020, services totalling $173,965 (2019: $453,384) have been provided on normal commercial terms to the Group by Mintrex Pty Ltd, of which Mrs Morgan is Managing Director, Chief Executive Officer and a shareholder. The Company engaged Mintrex during the financial year to engineer feasibility level plant designs for the McPhillamys Project. Mrs Morgan and Mintrex have structured their management of this engineering project to ensure she has no involvement in the control or direction of the work. The balance outstanding at 30 June 2020 was $66,285, exclusive of GST. Other than the ordinary accrual of personnel expenses at balance date and transactions disclosed above, there are no other amounts receivable from and payable to key management personnel and their related parties. Regis Resources Limited | Annual Report 2020 85 Notes to the Financial Statements (continued) For the year ended 30 June 202025. Parent Entity Information The following details information related to the parent entity, Regis Resources Limited, at 30 June 2020. 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-based payment reserve Retained profits Total equity Net profit for the year Other comprehensive income for the period Total comprehensive income for the period The parent entity has not guaranteed any loans of its subsidiaries. 2020 $’000 277,055 878,338 1,155,393 101,486 185,320 286,806 435,145 31,223 402,219 868,587 2019 $’000 253,503 708,809 962,312 84,093 125,402 209,495 434,880 31,079 286,858 752,817 196,670 169,647 - - 196,670 169,647 All commitments are commitments incurred by the parent entity, except for $1,352,00 (2019: $1,297,000) of the exploration expenditure commitments disclosed at Note 12. 26. 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 on 1 June 2018 for an initial period of 3 years. Two office leases were entered into for Blayney, NSW, for an initial period of 3 years each, effective from 1 November 2017. The Group is under no legal obligation to renew the lease once the extended lease term has expired. All office lease arrangements will qualify as a lease under the new accounting standard, AASB 16 Leases. 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 27. Contingencies As at 30 June 2020, the Group did not have any material contingent assets or liabilities (30 June 2019: nil). Consolidated 2020 $’000 - - - 2019 $’000 956 557 1,513 86 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements (continued)For the year ended 30 June 202028. Auditor’s Remuneration Audit services KPMG Australia Consolidated 2020 $ 2019 $ Audit and review of financial statements 260,708 240,702 Other services Other advisory services Taxation compliance services Total auditor’s remuneration 29. Subsequent Events Share Issue 9,100 55,890 325,698 - 18,963 259,665 Subsequent to year end, 174,241 shares have been issued as a result of the exercise of employee options and the vesting of 30,890 performance rights. Acquisition of Additional Tenure in the Duketon Greenstone Belt On 12 August 2020 the Company announced the acquisition of a strategic tenement holding from Stone Resources Australia Limited for $10 million in Regis shares and a capped 1% Net Smelter Return (“NSR”) royalty payable after the first 100,000 ounces of production. The 1% NSR payments are capped at $5 million, after which the royalty will revert to 0.0025% NSR for four years. Dividends On 25 August 2020, the directors proposed a final dividend on ordinary shares in respect of the 2020 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. 30. 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 2019: • AASB 16 Leases (Note 11) 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 2020 but have not been applied in preparing this financial report. Except where noted, the Group has evaluated the impact of the new standards and interpretations listed below and determined that the changes are not likely to have a material impact on its financial statements. AASB 2018-6 Amendments to Australian Accounting Standards – Definition of Material The amendments clarify the definition of “material” and its application across AASB Standards and other pronouncements. The principal amendments are to AASB 101 Presentation of Financial Statements. Application date of Standard: 1 January 2020 Application date for Group: 1 July 2020 Regis Resources Limited | Annual Report 2020 87 Notes to the Financial Statements (continued) For the year ended 30 June 202030. New Accounting Standards and Interpretations (continued) AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture The amendments clarify that a full gain or loss is recognised when a transfer to an associate or joint venture involves a business as defined in AASB 3 Business Combinations. Any gain or loss resulting from the sale or contribution of assets that does not constitute a business, however, is recognised only to the extent of unrelated investors’ interests in the associate or joint venture. AASB 2015-10 defers the mandatory effective date (application date) of AASB 2014-10 so that the amendments are required to be applied for annual reporting periods beginning on or after 1 January 2022 instead of 1 January 2018. Application date of Standard: 1 January 2022 Application date for Group: 1 July 2022 AASB 2020-3 Amendments to Australia Accounting Standards – Annual Improvements 2018-2020 and Other Amendments The subject of the principal amendments to the Standards are set out below: AASB 1 First-time Adoption of Australian Accounting Standards The amendment allows a subsidiary that becomes a first-time adopter after its parent to elect to measure cumulative translation differences for all foreign operations at the carrying amount that would be included in the parent’s consolidated financial, based on the parents date of transition, if no adjustment were made for consolidation procedures and for the effects of the business combination in which the parent acquired the subsidiary. AASB 9 Financial Instruments The amendment clarifies that an entity includes only fees paid or received between the borrower and the lender and fees paid or received by either the borrower or the lender on the other’s behalf when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. AASB 116 Property, Plant and Equipment The amendment requires an entity to recognise the sales proceeds from selling items produced while preparing property, plant and equipment for its intended use and the related costs in profit or loss, instead of deducting the amounts received from the cost of the asset. Without a detailed assessment being performed at this stage, this amendment will be expected to have an impact on the presentation of net profit after tax, net assets and financial position for the year ending 30 June 2023. AASB 137 Provisions, Contingent Liabilities and Contingent Assets The amendment specifies the costs an entity includes when assessing whether a contract will be loss-making consists of the incremental costs of fulfilling that contract and an allocation of other costs that relate directly to fulfilling contracts. Application date of Standard: 1 January 2022 Application date for Group: 1 July 2022 88 Regis Resources Limited | Annual Report 2020 Notes to the Financial Statements (continued)For the year ended 30 June 2020Directors’ 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 2020 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 and Group will be able to pay its debts as and when they become due and payable. 2. 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 2020. 3. 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 James Mactier Non-Executive Chairman Perth, 25 August 2020 Regis Resources Limited | Annual Report 2020 89 Independent Auditor’s Report Independent Auditor’s Report To the shareholders of Regis Resources Limited Report on the audit of the Financial Report Independent Auditor’s Report Opinion To the shareholders of Regis Resources Limited We have audited the Financial Report of Regis Report on the audit of the Financial Report Resources Limited (the Company). In our opinion, the accompanying Financial Report of Regis Resources Limited is in Opinion accordance with the Corporations Act 2001, including: We have audited the Financial Report of Regis Resources Limited (the Company). • In our opinion, the accompanying Financial Report of Regis Resources Limited is in accordance with the Corporations Act 2001, including: • • giving a true and fair view of the Group's financial position as at 30 June 2020 and of its financial performance for the year ended on that date; and complying with Australian Accounting Standards and the Corporations Regulations giving a true and fair view of the Group's 2001. financial position as at 30 June 2020 and of its financial performance for the year ended on that date; and Basis for opinion The Financial Report comprises the: • Consolidated Balance Sheet as at 30 June 2020 • Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows for the year then ended The Financial Report comprises the: • Directors' Declaration. • Consolidated Balance Sheet as at 30 June 2020 • Notes including a summary of significant • Consolidated Statement of Comprehensive accounting policies Income, Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows for the year then ended The Group consists of Regis Resources Limited (the Company) and the entities it controlled at the year end • Notes including a summary of significant or from time to time during the financial year. accounting policies • Directors' Declaration. • We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. complying with Australian Accounting Standards and the Corporations Regulations 2001. The Group consists of Regis Resources Limited (the Company) and the entities it controlled at the year end or from time to time during the financial year. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. Basis for opinion We are independent of the Group in accordance with the Corporations Act 2001 and the ethical We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Our responsibilities under those standards are further described in the Auditor’s responsibilities for the Code. audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical Key Audit Matters requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of Key Audit Matters are those matters that, in our The Key Audit Matters we identified are: the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the professional judgement, were of most significance in • Code. our audit of the Financial Report of the current period. Valuation and classification of non-current ore stockpiles Key Audit Matters • Valuation of exploration and evaluation assets The Key Audit Matters we identified are: • • Valuation and classification of non-current ore stockpiles Valuation of exploration and evaluation assets These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a Key Audit Matters are those matters that, in our separate opinion on these matters. professional judgement, were of most significance in our audit of the Financial Report of the current period. These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 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. Liability limited by a scheme approved under Professional Standards Legislation. 90 Regis Resources Limited | Annual Report 2020 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. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Report (continued) Valuation and Classification of non-current ore stockpiles AU $63,503 (thousand) Refer to Note 9 Inventories The key audit matter How the matter was addressed in our audit Significant judgement is required to be exercised by the Group in assessing the value and classification of non-current ore stockpiles which will be used to produce gold bullion in the future. The valuation and classification of non-current ore stockpiles is a key audit matter because: • Additional non-current ore stockpiles have been created from the continuation of mining activities; and • Significant judgement is required by us in evaluating and challenging the key assumptions within the Group’s assessment. The Group’s assessment is based on a model which estimates future revenue expected to be derived from gold contained in the non-current ore stockpiles, less selling costs and future processing costs, to convert stockpiles into gold bullion. We placed particular focus on those assumptions listed below which impact the valuation and classification of ore stockpiles: • • • • Future processing and selling costs of non- current ore stockpiles. The estimated quantity of gold contained within the non-current ore stockpiles. Future commodity prices expected to prevail when the gold from existing non-current ore stockpiles is processed and sold. Estimated timing of conversion of non-current ore stockpiles into gold bullion, which drives the classification of non-current ore stockpiles as current or non-current assets. Assumptions are forward looking or not based on observable data and are therefore inherently judgmental to audit. • Our procedures included: • Testing the Group’s key controls in relation to the preparation and review of inventory reconciliations which utilise underlying data such as production and processing costs, geological survey reports, mill production reports and metallurgical survey reports. • Assessing the methodology applied by the Group in determining the value of non-current ore stockpiles against the requirements of the accounting standards. • Assessing the methodology and key assumptions in the Group’s model used to determine the value of non-current ore stockpiles by: o Comparing future processing costs to previous actual costs, and for consistency with the Group’s latest life of mine plan. o Comparing the estimated quantity of gold contained within stockpiles to the Group’s internal geological survey results and historical trends. We assessed the scope, competence and objectivity of the Group’s internal expert involved in preparing the geological survey results. o Comparing commodity prices to published external analysts’ data for prices expected to prevail in the future. o Assessing the relevance of current processing and selling costs for future production taking into consideration the Group’s planned changes in operations. Critically evaluating the Group’s classification of non-current ore stockpiles as current/non- current by assessing the estimated timing of processing the stockpiles against the Group’s latest life of mine plan and the historical operating capacity of the Group’s processing plants. Regis Resources Limited | Annual Report 2020 91 Independent Auditor’s Report (continued) Valuation of exploration and evaluation (“E&E”) assets AU $230,260 (thousand) Refer to Note 12 Exploration and Evaluation Assets The key audit matter How the matter was addressed in our audit The valuation of E&E assets is a key audit matter due to: • • The significance of the E&E balance (being approximately 20% of the Group’s total assets); and The greater level of audit effort to evaluate the Group’s application of the requirements of the industry specific accounting standard AASB 6 Exploration for and Evaluation of Mineral Resources, in particular the presence of impairment indicators. The presence of impairment indicators would necessitate a detailed analysis by the Group of the value of E&E, therefore given the criticality of this to the scope and depth of our work, we involved senior team members to challenge the Group’s determination that no such indicators existed. In assessing the presence of impairment indicators, we focused on those that may draw into question the commercial continuation of E&E activities for areas of interest within the Duketon region of WA as well as the McPhillamys project of NSW where significant capitalised E&E exists. In performing the assessments above, we paid particular attention to: • • The Group’s compliance with key license conditions to maintain current rights to tenure for an area of interest, particularly minimum expenditure requirements. The ability of the Group to fund the continuation of activities for areas of interest. • Results from latest activities regarding the potential for a commercial viable quantity of reserves and the Group’s intention to continue E&E activities in each area of interest as a result. Our procedures included: • We evaluated the Group’s accounting policy to recognise exploration and evaluation assets using the criteria in the accounting standard. • We tested the Group’s current right of tenure and compliance with minimum expenditure requirements for a sample of exploration licences by corroborating the ownership of the relevant license and expenditure recorded to government registries. • We obtained corporate budgets which we compared for consistency to areas of interest with capitalised E&E, for evidence of the ability to fund the continuation of activities. • We evaluated Group documents, such as minutes of board meetings, internal management plans and reports lodged with relevant government authorities for consistency with the Group’s stated intentions for continuing E&E in certain areas, the potential for commercially viable quantities of reserves to exist and information regarding the results of activities. We assessed this through interviews with key operational and finance personnel and announcements made by the Group to the ASX. • We looked for consistency regarding the existence of reserves to the treatment of E&E and the requirements of the accounting standard. 92 Regis Resources Limited | Annual Report 2020 Independent Auditor’s Report (continued) Other Information Other Information is financial and non-financial information in Regis Resources Limited’s annual reporting which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the Other Information. The Other Information we obtained prior to the date of this Auditor’s Report was the Directors’ Report. The remaining Other Information, which includes the Chairman’s Report, Corporate, Duketon Gold Project, Gold Exploration and ASX Additional Information is expected to be made available to us after the date of the Auditor’s Report. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report. Responsibilities of the Directors for the Financial Report The Directors are responsible for: • • • preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and assessing the Group and Company's ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objective is: • • to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Financial Report. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1_2020.pdf. This description forms part of our Auditor’s Report. Regis Resources Limited | Annual Report 2020 93 Independent Auditor’s Report (continued) Report on the Remuneration Report Opinion Directors’ responsibilities In our opinion, the Remuneration Report of Regis Resources Limited for the year ended 30 June 2020, complies with Section 300A of the Corporations Act 2001. The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001. Our responsibilities We have audited the Remuneration Report included in the Directors’ report for the year ended 30 June 2020. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. KPMG D Meates Partner Perth 25 August 2020 94 Regis Resources Limited | Annual Report 2020 ASX Additional Information As at 22 September 2020 the following information applied: 1. Securities (a) Fully Paid Ordinary Shares The number of holders of fully paid ordinary shares in the Company is 12,621. 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 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 Number of Number of shareholders shares 4,226 5,379 1,715 1,218 2,026,282 14,593,361 12,911,537 30,315,157 83 450,331,696 12,621 510,178,033 490 10,383 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 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED J P MORGAN NOMINEES AUSTRALIA PTY LIMITED CITICORP NOMINEES PTY LIMITED NATIONAL NOMINEES LIMITED BNP PARIBAS NOMINEES PTY LTD BNP PARIBAS NOMS PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED CS THIRD NOMINEES PTY LIMITED STONE RESOURCES AUSTRALIA LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED BNP PARIBAS NOMS (NZ) LTD CITICORP NOMINEES PTY LIMITED AMP LIFE LIMITED ROLLASON PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED NATIONAL NOMINEES LIMITED MEERKAT NOMINEES PTY LTD BNP PARIBAS NOMINEES PTY LTD KAM SUPERANNUATION FUND PTY LTD Number of fully paid ordinary Percentage shares held 230,209,701 115,922,837 42,858,767 16,429,874 7,129,919 6,307,575 2,291,514 1,892,141 1,409,217 1,323,332 1,195,612 1,187,371 1,157,183 1,018,609 1,000,000 933,381 810,055 800,000 783,652 720,000 interest 45.12% 22.72% 8.40% 3.22% 1.40% 1.24% 0.45% 0.37% 0.28% 0.26% 0.23% 0.23% 0.23% 0.20% 0.20% 0.18% 0.16% 0.16% 0.15% 0.14% Top 20 Shareholders of Ordinary Fully Paid Shares (Total) 435,380,740 85.34% Regis Resources Limited | Annual Report 2020 95 (b) Unlisted Options Unlisted options over fully paid ordinary shares Expiry 1 July 2021 Number Number of of holders options held 1 100,000 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) Unlisted Performance Rights Performance rights issued under employee incentive scheme Unvested 2018 performance rights (Test date: 30 June 2021) Unvested 2019 performance rights (Test date: 30 June 2022) Unvested 2019 performance rights (Test date: 30 June 2023) Number Number of of Holders Rights held 1 2 12 160,766 187,776 606,715 Performance rights do not carry a right to vote. Voting rights will be attached to the unissued shares when the performance rights have been exercised. 2. Substantial Shareholders The substantial shareholders as disclosed in substantial shareholder notices received by the Company are: Name Van Eck Associates Corporation 3. On-Market Buy-Back There is no current on-market buy-back of the Company’s securities. 4. Corporate Governance Statement Number Of Fully Paid Ordinary Percentage Shares Held 50,114,089 Interest 9.82% The Company’s 2020 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 5. Mineral Resources and Ore Reserves The JORC compliant Group Mineral Resources as at 31 March 2020 are estimated to be 249 million tonnes at 1.0g/t gold for 7.69 million ounces of gold, compared with the estimate at 31 March 2019 of 263 million tonnes at 1.0g/t Au for 8.19 million ounces of gold. Mineral Resources are reported inclusive of Ore Reserves and include all exploration and resource definition drilling information, where practicable, up to 31 March 2020 and have been depleted for mining to 31 March 2020. Mineral Resources are constrained by optimised open pit shells developed with operating costs and a long term gold price assumption of A$2,000 per ounce for the purpose of satisfying “reasonable prospects for eventual extraction” (JORC 2012). 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 s e c n u O d n a s u o h T 8,190 9 1 - r a M - 1 3 96 Regis Resources Limited | Annual Report 2020 Group Mineral Resources 360 130 n o i t e p e D l e t a d p U l e d o M 7,690 0 2 - r a M - 1 3 Group Ore Reserves The JORC compliant Group Ore Reserves as at 31 March 2020 are estimated at 104 million tonnes at 1.1g/t Au for 3.62 million ounces of gold, compared with the estimate at 31 March 2019 of 113 million tonnes at 1.1g/t Au for 4.03 million ounces of gold. The change in the Group Ore Reserve from March 2019 to March 2020 is as follows: 31 March 2019 Depleted by Mining to 31 March 2020 31 March 2019 Net of Depletion 31 March 2020 % Variation net of Depletion Total Ore Reserve Tonnes Gold Grade Gold Metal (Mt) 113 (8) 105 104 -1% (g/t) 1.1 1.4 1.1 1.1 (koz) 4,030 (350) 3,680 3,620 -2% The re-estimation of Group Ore Reserves resulted in a 1% decrease in tonnes and 2% decrease in ounces after allowing for depletion by mining. This was primarily the result of the inclusion of further drilling results at all Duketon Ore Deposits, Resource reviews and the subsequent Resource updates. 5,000 4,000 3,000 2,000 1,000 s e c n u O d n a s u o h T 0 4,030 9 1 - r a M - 1 3 Group Ore Reserves 350 60 n o i t e p e D l e t a d p U l e d o M 3,620 0 2 - r a M - 1 3 A base gold price of A$1,600 per ounce was used in Ore Reserve optimisations at the Duketon gold project while due to the significantly longer term nature of the McPhillamys project a more conservative A$1,400 per ounce was used. Ore Reserves have been depleted for mining to 31 March 2020. Regis Resources Limited | Annual Report 2020 97 Garden Well The Garden Well JORC compliant Mineral Resource as at 31 March 2020 is 67.4 million tonnes at 0.8g/t Au for 1.77 million ounces, compared to 72.5 million tonnes at 0.8g/t Au for 1.94 million ounces at 31 March 2019. The Garden Well JORC compliant Ore Reserve as at 31 March 2020 is 16.7 million tonnes at 0.9g/t Au for 486 thousand ounces, compared to 18.4 million tonnes at 1.0g/t Au for 564 thousand ounces at 31 March 2019. The change in the Garden Well Ore Reserve from March 2019 to March 2020 is as follows: 31 March 2019 Depleted by Mining to 31/3/20 31 March 2019 Net of Depletion 31 March 2020 % Variation Net of Depletion Total Ore Reserve - Garden Well Tonnes Gold Grade Gold Metal (Mt) 18.4 -1.4 17.1 16.7 -2% (g/t) 1.0 1.2 0.9 0.9 (koz) 564 -53 511 486 -4% The Ore Reserve review resulted in a 2% and 4% decrease in the tonnes and ounces respectively, after allowing for depletion by mining. This drop was primarily a result of a small change in pit design to accommodate a small area of instability on a section of the East wall and refinement of the Resource model. Rosemont The Rosemont open-pit JORC Code 2012 compliant Mineral Resource as at 31 March 2020 is 11.0 million tonnes at 1.1 g/t Au for 374 thousand ounces, compared to 12.6 million tonnes at 1.2 g/t Au for 469 thousand ounces at 31 March 2019. The Rosemont underground JORC Code 2012 compliant Mineral Resource as at 31 March 2020 is 1.88 million tonnes at 5.4 g/t Au for 325 thousand ounces, compared to 1.75 million tonnes at 5.6 g/t Au for 314 thousand ounces at 31 March 2019. Combined Resources for the Rosemont project is 700 thousand ounces. The Rosemont open-pit JORC Code 2012 compliant Ore Reserve as at 31 March 2020 is 4.2 million tonnes at 1.3 g/t Au for 169 thousand ounces, compared to 5.9 million tonnes at 1.4 g/t Au for 269 thousand ounces at 31 March 2019. The Rosemont underground JORC Code 2012 compliant Ore Reserve as at 31 March 2020 is 1.09 million tonnes at 4.0 g/t Au for 140 thousand ounces, compared to the reported Ore Reserve of 0.60 million tonnes at 6.4 g/t Au for 123 thousand ounces at 31 March 2019. 31 March 2019 Depleted by Mining to 31/3/20 31 March 2019 Net of Depletion 31 March 2020 % Variation Net of Depletion Total Ore Reserve – Rosemont OP + UG Tonnes Gold Grade Gold Metal (Mt) 6.5 -1.3 5.1 5.3 3% (g/t) 1.9 1.9 1.9 1.8 (koz) 392 -82 311 309 -1% An update in the Resource models underpinning the Ore Reserve resulted in a 3% increase in tonnes and 1% decrease in ounces after allowing for depletion by mining. 98 Regis Resources Limited | Annual Report 2020 Moolart Well The Moolart Well JORC Code 2012 compliant Mineral Resource as at 31 March 2020 is 32.8 million tonnes at 0.7 g/t Au for 746 thousand ounces, compared to 33.3 million tonnes at 0.7 g/t Au for 756 thousand ounces at 31 March 2019. The Moolart Well JORC Code 2012 compliant Ore Reserve as at 31 March 2020 is 4.9 million tonnes at 0.8 g/t Au for 128 thousand ounces, compared to 5.5 million tonnes at 0.8 g/t Au for 146 thousand ounces at 31 March 2019. The change in the Moolart Well Ore Reserve from March 2019 to March 2020 is as follows: 31 March 2019 Depleted by Mining to 31/3/20 31 March 2019 Net of Depletion 31 March 2020 % Variation Net of Depletion Total Ore Reserve - Moolart Well Tonnes Gold Grade Gold Metal (Mt) 5.5 -0.1 5.5 4.9 -9% (g/t) 0.8 0.8 0.8 0.8 (koz) 146 -3 144 128 -10% The reduction in Reserves net of depletion was due to a review of small mining areas after a review of the Geotechnical parameters and mining cost inputs. An update in the Resource models underpinning the Ore Reserve resulted in a 3% increase in tonnes and 1% decrease in ounces after allowing for depletion by mining. Duketon Satellite Deposits The combined JORC Code 2012 compliant Mineral Resource for Duketon satellite deposits as at 31 March 2020 is 55.7 million tonnes at 1.0 g/t Au for 1.79 million ounces, compared to 63.0 million tonnes at 1.0 g/t Au for 2.02 million ounces at 31 March 2019. The combined JORC Code 2012 compliant Ore Reserve for Duketon satellite deposits as at 31 March 2020 is 17.0 million tonnes at 1.3 g/t Au for 694 thousand ounces, compared to 21.7 million tonnes at 1.3 g/t Au for 909 thousand ounces at 31 March 2019. The change in the combined satellite deposits Ore Reserve from March 2019 to March 2020 is as follows: 31 March 2019 Depleted by Mining to 31/3/20 31 March 2019 Net of Depletion 31 March 2020 % Variation Net of Depletion Total Ore Reserve - Satellite Deposits Tonnes Gold Grade Gold Metal (Mt) 21.7 -4.8 17.0 16.6 -2% (g/t) 1.3 1.4 1.3 1.3 (koz) 909 -214 694 675 -3% There has been a 2% decrease in tonnes and 3% decrease in ounces at the Duketon satellite deposits. This was primarily the result of infill drilling and Resource model updates. New South Wales There is no change in Mineral Resources or Ore Reserves at the combined NSW projects from March 2019 to March 2020. Regis Resources Limited | Annual Report 2020 99 t n e t e p m o C l a t e M e d a r G ) t M ( 2 n o s r e P ) z o k ( ) t / g ( e c r u o s e R l d o G l d o G s e n n o T e c r u o s e R l a t o T A A A A A A A B A A A A A A A A A A 0 5 7 0 1 3 0 5 1 - 0 7 0 8 2 1 , 0 7 7 1 , 0 7 3 0 3 3 0 0 5 0 8 3 0 3 1 0 9 0 6 0 4 0 4 0 3 7 3 , 0 1 0 5 , 0 9 2 2 , - 0 9 3 0 8 6 2 , 0 9 6 7 , 7 0 . 8 0 . 0 1 . 9 0 . 2 1 . 8 0 . 8 0 . 1 1 . 4 5 . 1 1 . 0 1 . 1 1 . 0 1 . 2 2 . 6 1 . 7 0 . 0 1 . 9 0 . 0 1 . 2 1 . - 0 1 . 0 1 . 3 3 3 1 4 2 0 2 5 7 6 1 1 2 4 1 2 1 4 3 1 1 2 6 1 1 9 6 1 0 7 0 1 - 0 8 l d o G l a t e M ) z o k ( 0 2 1 0 3 1 0 1 0 2 - 0 8 2 0 1 1 - 0 1 1 0 6 - 0 1 - 0 2 0 4 - 0 6 3 0 4 6 0 1 0 6 - 0 7 l d o G d e r r e f n I e d a r G s e n n o T 7 0 . 8 0 . 1 1 . 6 0 . 6 0 . 7 0 . 7 0 . 6 1 . 1 6 . 8 0 . 9 0 . 9 0 . 8 0 . 3 2 . 6 1 . - 2 1 . 9 0 . 6 0 . 8 0 . - 8 0 . 9 0 . ) t / g ( 5 5 0 1 0 2 1 5 0 1 2 0 0 0 0 1 - 0 1 1 2 1 2 - 3 4 2 ) t M ( l d o G l a t e M ) z o k ( 0 6 4 0 7 1 0 4 1 - 0 5 0 2 8 0 5 4 1 , 0 7 2 0 1 2 0 4 4 0 8 3 0 2 1 0 9 0 4 - 0 4 0 3 0 3 , 0 6 8 3 , 0 8 2 2 , - 0 3 3 0 1 6 2 , 0 6 4 6 , l d o G d e t a c i d n I e d a r G s e n n o T 7 0 . 8 0 . 0 1 . 0 1 . 1 1 . 8 0 . 8 0 . 1 1 . 1 5 . 2 1 . 0 1 . 2 1 . 0 1 . 2 2 . - 7 0 . 0 1 . 9 0 . 0 1 . 3 1 . - 1 1 . 0 1 . ) t / g ( ) t M ( 1 2 7 4 1 0 4 3 4 5 8 1 2 1 2 1 3 3 1 - 2 4 9 8 2 1 9 6 8 - 7 7 5 0 2 l d o G l a t e M ) z o k ( 0 6 1 0 1 - - - 0 8 1 0 0 2 0 0 1 - 0 1 - - - - - - - - - - 0 3 3 0 1 5 l d o G d e r u s a e M e d a r G s e n n o T f f O - t u C 8 0 . 8 0 . 8 0 . 4 0 . 1 2 . 8 0 . 8 0 . 0 1 . - 8 0 . 7 0 . 7 0 . - - - - 8 0 . 8 0 . - - - - ) t / g ( 6 1 0 0 0 7 8 3 - 0 0 0 - - - - 2 1 0 2 - - - - ) t M ( 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 0 2 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . ) t / g ( t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O e p y T 1 l l e W l t r a o o M j t c e o r P l d o G 1 r e t l o b g o D 1 r e t s o G l 1 r o h c n A 1 a r t e P l a t o T b u S s t i s o p e D h t r o N n o t e k u D d n u o r g r e d n U t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O 1 l l e W n e d r a G 3 1 t n o m e s o R 1 t n o m e s o R 1 l l e W s y e h o o T o g y e n a B 1 n u o t s i l r E d n F i s l l e s s u R d n F i s t l e h c e R i n h o J g n K i i h s m a e B l a t o T b u S s t i s o p e D h t u o S n o t e k u D t i P - n e p O t i P - n e p O t i P - n e p O l a t o T b u S l a t o T l a t o T n o t e k u D s y m a l l i h P c M i e g d R y r e v o c s D i s t i s o p e D W S N s i g e R l l i H d a B l 0 2 0 2 h c r a M 1 3 t a s a s e c r u o s e R l i a r e n M p u o r G 100 Regis Resources Limited | Annual Report 2020 9 4 2 0 2 7 0 1 5 8 0 . 0 2 l a t o T d n a r G . i g n d n u o r o t e u d r u c c o y a m n o i t a m m u s f o s r o r r E . s e c n u o 0 0 0 0 1 d n a , e d a r g d o g l t / g 1 0 . , , , s e n n o t 0 0 0 0 0 0 1 t s e r a e n e h t o t d e d n u o r n e e b s a h a t a d e v o b a e h T . l i d e t o n e s w r e h t o s s e n u 2 1 0 2 e d o C C R O J o t s e v r e s e R e r O f o e v s u c n l i i d e t r o p e r e r a s e c r u o s e R l a r e n M i l l A . . t / g 4 0 f o e d a r g f f o - t u c t a s e l i p k c o t S M O R f o e v s u c n l i i d e t r o p e r e r a s e v r e s e R e r O d n a s e c r u o s e R l a r e n M i . 1 . s e t o N n o s r e P t n e t e p m o C p u o r G o t r e f e R . 2 . 0 2 0 2 y r a u r b e F 1 1 d e t r o p e r s A . 3 A A A A A A A B A A A A A A A A A A 0 5 7 0 1 3 0 5 1 - 0 7 0 7 3 0 3 3 0 0 5 0 8 3 0 3 1 0 9 0 6 0 4 0 4 0 8 2 , 1 0 7 7 , 1 0 3 7 , 3 0 1 0 , 5 0 9 2 , 2 - 0 9 3 0 8 6 , 2 0 9 6 , 7 7 . 0 8 . 0 0 . 1 9 . 0 2 . 1 8 . 0 8 . 0 1 . 1 4 . 5 1 . 1 0 . 1 1 . 1 0 . 1 2 . 2 6 . 1 7 . 0 0 . 1 9 . 0 0 . 1 2 . 1 - 0 . 1 0 . 1 3 3 3 1 4 2 0 2 5 7 6 1 1 2 4 1 2 1 4 3 1 1 2 6 1 1 9 6 1 0 7 0 1 - 0 8 d l o G l a t e M ) z o k ( 0 2 1 0 3 1 0 1 0 2 - 0 8 2 0 1 1 - 0 1 1 0 6 - - 0 1 0 2 0 4 - 0 6 3 0 4 6 0 1 0 6 - 0 7 7 . 0 8 . 0 1 . 1 6 . 0 6 . 0 7 . 0 7 . 0 6 . 1 1 . 6 8 . 0 9 . 0 9 . 0 8 . 0 3 . 2 6 . 1 - 2 . 1 9 . 0 6 . 0 8 . 0 - 8 . 0 9 . 0 5 5 0 1 0 5 0 1 2 0 0 0 0 1 - 1 2 - 3 0 1 1 2 0 6 4 0 7 1 0 4 1 - 0 5 0 7 2 0 1 2 0 4 4 0 8 3 0 2 1 0 9 0 4 - 0 4 0 3 0 , 3 0 6 8 , 3 0 8 2 , 2 - 0 3 3 0 1 6 , 2 0 6 4 , 6 7 . 0 8 . 0 0 . 1 0 . 1 1 . 1 8 . 0 8 . 0 1 . 1 1 . 5 2 . 1 0 . 1 2 . 1 0 . 1 2 . 2 - 7 . 0 0 . 1 9 . 0 0 . 1 3 . 1 - 1 . 1 0 . 1 1 2 ) t M ( 7 4 1 0 4 3 4 5 8 1 2 1 2 1 3 3 1 - 2 8 - 4 9 8 2 1 9 6 7 7 5 0 2 d l o G l a t e M ) z o k ( 0 6 1 0 1 0 8 1 0 0 2 0 0 1 0 1 - - - - - - - - - - - - - - 8 . 0 8 . 0 8 . 0 4 . 0 1 . 2 8 . 0 8 . 0 0 . 1 - 8 . 0 7 . 0 7 . 0 - - - - - - - - 6 1 0 0 0 7 8 3 - 0 0 0 - - - - - - - - d l o G d l o G s e n n o T e c r u o s e R l a t o T d l o G d e r r e f n I t n e t e p m o C l a t e M e d a r G ) t M ( 2 n o s r e P ) z o k ( ) t / g ( e c r u o s e R ) t / g ( ) t M ( e d a r G s e n n o T e d a r G s e n n o T e d a r G s e n n o T f f O - t u C ) t / g ( ) t M ( ) t / g ( d l o G l a t e M ) z o k ( d l o G ) t / g ( d e t a c i d n I d l o G d e r u s a e M 0 2 0 2 h c r a M 1 3 t a s a s e c r u o s e R l a r e n i M p u o r G 4 . 0 4 . 0 4 . 0 4 . 0 4 . 0 4 . 0 4 . 0 0 . 2 4 . 0 4 . 0 4 . 0 4 . 0 4 . 0 4 . 0 4 . 0 4 . 0 4 . 0 4 . 0 t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O e p y T d n u o r g r e d n U t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O l a t o T b u S l a t o T 1 l l e W t r a l o o M t c e j o r P d l o G 1 r e t l o b g o D 1 r e t s o l G 1 r o h c n A 1 a r t e P 1 l l e W n e d r a G 3 1 t n o m e s o R 1 t n o m e s o R 1 l l e W s y e h o o T o g y e n a B 1 n u o t s i l r E d n i F s l l e s s u R d n i F s t l e h c i e R n h o J g n i K h s i m a e B l a t o T n o t e k u D s y m a l l i h P c M e g d i R y r e v o c s i D s t i s o p e D W S N l l i H d l a B 2 1 0 2 8 0 5 4 , 1 l a t o T b u S s t i s o p e D h t r o N n o t e k u D 0 3 3 0 1 5 8 . 0 8 . 0 2 1 0 2 l a t o T b u S s t i s o p e D h t u o S n o t e k u D 9 4 2 0 2 7 4 2 0 1 5 8 . 0 0 2 l a t o T d n a r G s i g e R . g n i d n u o r o t e u d r u c c o y a m n o i t a m m u s f o s r o r r E . s e c n u o 0 0 0 , 0 1 d n a e d a r g d l o g t / g 1 . 0 , s e n n o t 0 0 0 , 0 0 0 , 1 t s e r a e n e h t o t d e d n u o r n e e b s a h a t a d e v o b a e h T . t / g 4 . 0 f o e d a r g f f o - t u c t a s e l i p k c o t S M O R f o e v i s u l c n i d e t r o p e r e r a s e v r e s e R e r O d n a s e c r u o s e R l a r e n i M . 1 . d e t o n e s i w r e h t o s s e l n u 2 1 0 2 e d o C C R O J o t s e v r e s e R e r O f o e v i s u l c n i d e t r o p e r e r a s e c r u o s e R l a r e n i M l l A . s e t o N n o s r e P t n e t e p m o C p u o r G o t r e f e R . 2 . 0 2 0 2 y r a u r b e F 1 1 d e t r o p e r s A . 3 e v r e s e R e r O l a t o T l e b a b o r P d e v o r P 0 2 0 2 h c r a M 1 3 t a s a s e v r e s e R e r O p u o r G 3 n o s r e P t n e t e p m o C C C C C C C C D C C C C C l a t e M d o G l e d a r G d o G l s e n n o T l a t e M d o G l e d a r G d o G l s e n n o T l a t e M d o G l e d a r G d o G l s e n n o T f f O - t u C ) z o k ( 0 3 1 0 9 0 6 0 3 - 0 2 3 0 9 4 0 7 1 0 4 1 0 5 2 0 4 1 0 7 0 3 0 8 2 1 , 0 0 6 1 , 0 2 0 2 , 0 2 6 3 , 8 0 . 1 1 . 0 1 . 1 1 . 3 1 . 9 0 . 9 0 . 3 1 . 0 4 . 5 1 . 2 1 . 3 1 . 4 1 . 2 1 . 1 1 . 0 1 . 1 1 . ) t / g ( ) t M ( 5 3 2 1 0 1 1 7 1 4 1 5 3 2 1 3 3 3 4 1 6 4 0 1 0 7 0 9 0 5 0 3 - 0 4 2 0 2 3 0 0 1 0 4 1 0 4 2 0 3 1 0 7 0 3 0 3 0 1 , 0 7 2 1 , 0 2 0 2 , 0 9 2 3 , 7 0 . 1 1 . 1 1 . 1 1 . 0 1 . 0 1 . 0 1 . 4 1 . 0 4 . 6 1 . 3 1 . 4 1 . 4 1 . 4 1 . 3 1 . 0 1 . 1 1 . ) z o k ( ) t / g ( 3 3 1 1 0 8 - 0 6 0 1 - - 0 7 0 1 0 7 1 2 1 5 3 1 1 3 2 1 3 1 6 2 9 - 0 6 0 1 - - - 0 5 2 - 0 3 3 0 3 3 9 0 . 8 0 . 8 0 . 4 0 . 1 2 . 9 0 . 8 0 . 1 1 . 6 1 . 8 0 . 7 0 . 7 0 . - 8 0 . - 8 0 . 8 0 . 2 0 1 0 0 3 7 2 0 0 0 0 - 9 - 2 1 2 1 ) t M ( ) z o k ( ) t / g ( ) t M ( 2 ) t / g ( . 3 0 > . 5 3 0 > . 4 0 > . 4 0 > . 5 3 0 > . 3 0 > . 5 3 0 > t i P - n e p O 1 l l e W l t r a o o M t i P - n e p O t i P - n e p O t i P - n e p O t i P - n e p O l a t o T b u S 1 r e t l o b g o D 1 r e t s o G l 1 r o h c n A 1 a r t e P h t r o N n o t e k u D s t i s o p e D t i P - n e p O 1 l l e W n e d r a G t i P - n e p O 1 t n o m e s o R e p y T j t c e o r P d o G l 0 2 . d n u o r g r e d n U 1 t n o m e s o R . 5 4 0 > . 5 4 0 > . 5 3 0 > . 4 0 > t i P - n e p O 1 l l e W s y e h o o T t i P - n e p O t i P - n e p O 1 o g y e n a B 1 n u o t s i l r E t i P - n e p O d n F i s l l e s s u R l a t o T b u S h t u o S n o t e k u D s t i s o p e D l a t o T b u S l a t o T n o t e k u D . 4 0 > t i P - n e p O s y m a l l i h P c M l a t o T d n a r G s i g e R . i g n d n u o r o t e u d r u c c o y a m n o i t a m m u s f o s r o r r E . s e c n u o 0 0 0 0 1 d n a , e d a r g d o g l t / g 1 0 . , , , s e n n o t 0 0 0 0 0 0 1 t s e r a e n e h t o t d e d n u o r n e e b s a h a t a d e v o b a e h T . s e t o N t u C r e w o L s e v r e s e R e r O p u o r G o t r e f e R . i s n a m o d y g o o h t i l l i i d n a n o i t a d x o o t g n d r o c c a y r a v s e d a r g f f o - t u C . . t / g 4 0 f o e d a r g f f o - t u c t a s e l i p k c o t S M O R f o e v s u c n l i i d e t r o p e r e r a s e v r e s e R e r O d n a s e c r u o s e R l a r e n M i . 1 . 2 . s e t o N n o s r e P t n e t e p m o C p u o r G o t r e f e R . 3 Regis Resources Limited | Annual Report 2020 101 Domain UM Chert Low Recovery Chert Low Recovery Shale UM Chert Low Recovery Chert Low Recovery Shale UM Chert Low Recovery Chert Low Recovery Shale Open Pit Underground Sediments Other Sediments Other Low Recovery Beamish Beamish Low Recovery Low Recovery Lower Cut (g/t) 0.30 0.40 0.45 0.30 0.40 0.55 0.55 0.45 0.45 0.55 0.60 0.45 0.35 0.45 0.55 2.00 0.40 0.30 0.40 0.50 0.35 0.45 0.50 0.65 0.45 0.75 0.60 0.40 0.50 0.35 0.45 0.55 0.40 0.45 0.60 0.45 0.50 0.65 0.45 0.65 0.85 0.65 0.35 0.50 0.40 0.50 1.45 0.55 1.55 0.35 Group Ore Reserves Lower Cut Reserves as at 31 March 2020 Project Garden Well Profile Oxide Transitional Fresh Oxide Transitional Fresh Fresh Laterite Oxide Transitional Fresh Oxide Transitional Fresh Oxide Transitional Fresh Oxide Transitional, Fresh Oxide Transitional Fresh Oxide Transitional Fresh Oxide Transitional Fresh Oxide Transitional Fresh Fresh Colluvium Oxide Oxide Transitional Transitional Fresh Fresh All Rosemont Moolart Erlistoun Dogbolter Petra Anchor Gloster Baneygo Tooheys Well Russells Find McPhillamys 102 Regis Resources Limited | Annual Report 2020 Competent Persons Statement The information in this statement that relates to the Mineral Resources or Ore Reserves listed in the previous tables is based on work compiled by the person whose name appears below. Mr Price is an employee of Regis Resources Limited, Ms Shore is a full-time employee of Entech Pty Ltd, Mr de Klerk is a full-time employee of Cube Consulting Pty Ltd and Mr Ashworth is a full-time employee of Regis Resources Limited. 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. 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 2020 Activity Competent Person Identifier Institute Moolart Well Resource Jarrad Price Moolart Well Reserve Quinton de Klerk Garden Well Resource Jarrad Price Garden Well Reserve Quinton de Klerk Rosemont Resource - Open-Pit Jarrad Price Rosemont Resource - Underground Christine Shore Rosemont Reserve Quinton de Klerk Rosemont Reserve - Underground Tim Ashworth Tooheys Well Resource Jarrad Price Tooheys Well Reserve Quinton de Klerk Erlistoun Resource Erlistoun Reserve Jarrad Price Quinton de Klerk Dogbolter Resource Jarrad Price Dogbolter Reserve Quinton de Klerk Petra Resource Petra Reserve Anchor Resource Anchor Reserve King John Resource Russells Find Resource Baneygo Resource Reichelts Find Resource Gloster Resource Coopers Resource McPhillamys Resource Jarrad Price Quinton de Klerk Jarrad Price Quinton de Klerk Jarrad Price Jarrad Price Jarrad Price Jarrad Price Jarrad Price Jarrad Price Jarrad Price A C A C A B C D A C A C A C A C A C A A A A A A A Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Australasian Institute of Mining and Metallurgy Forward Looking Statements This ASX announcement 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. Regis Resources Limited | Annual Report 2020 103 104 Regis Resources Limited | Annual Report 2020 Regis Resources Limited | Annual Report 2020 105 www.regisresources.com.au i n g s e D & n o i t a c n u m m o C t h g s n i i I

Continue reading text version or see original annual report in PDF format above