Regis Resources Annual Report 2021

Plain-text annual report

2021 Annual Report A Leading Australian Gold Miner Mining Safely and Responsibly 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 Russell Barwick Independent Non-Executive Director Company Secretary Elena Macrides (appointed 12 January 2021) Jon Latto (ceased 12 January 2021) 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. 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 and Tropicana Gold Project (30% non-operator interest) in the Goldfields of Western Australia and the McPhillamys Gold Project in the Central Western region of New South Wales. Contents Chairman's Report Highlights Review of Operations Duketon Gold Project Tropicana Gold Project Gold Exploration Directors’ Report Remuneration Report Auditor’s Independence Declaration Financial Statements Notes to the Financial Statements Directors' Declaration Independent Auditor’s Report 3 4 8 9 11 12 23 36 52 53 58 93 94 ASX Additional Information 100 Regis Resources Limited | Annual Report 2021 1 We also continue to aggressively explore our substantial tenure in the Duketon Greenstone Belt where our three operating mills give us a very wide area of influence. 2 Regis Resources Limited | Annual Report 2021 Chairman's Report Dear Shareholder, The 2021 financial year for Regis was both pleasing and disappointing. It was pleasing in that there were many achievements and improvements to our business. Most notably we: In addition to its stand-alone value, Tropicana adds diversification, mine-life and scale to our existing portfolio of assets which together, provide investors with lower risk exposure to the gold price. Most importantly, we believe Tropicana offers considerable upside through resource conversion and exploration potential. • • • • • • significantly improved our safety performance; continued our long track record of reliable production and strong financial performance; acquired a 30% interest in the Tropicana Gold Project; We also continue to aggressively explore our substantial tenure in the Duketon Greenstone Belt where our 3 operating mills, which have now produced over 3 million ounces of gold, give us a very wide area of influence. increased our Duketon reserves, resources and mine life; Although the Tropicana acquisition was partially funded with debt, acquired 100% of the Ben Hur deposit; our balance sheet is robust and conservatively geared. commenced development of our second underground mine In summary, whilst our share price performance has been at Duketon; and • paid $61 million in fully-franked dividends. disappointing this year, our underlying business is strong. Combined with a supportive macro-economic backdrop, we believe the outlook for Regis is very positive. It was disappointing in that, despite making considerable progress, we have not yet obtained regulatory approval for the development On behalf of the Board, I would like to thank our management of McPhillamys and of course, that our share price declined very team, led by Managing Director and Chief Executive Officer Jim significantly. Beyer and all our staff and contractors, our joint venture partner AngloGold Ashanti and the communities in which we operate. Clearly, the general decline in investor sentiment across the gold It has been an extremely busy and productive year, made more sector had a significant impact on our share price. However, we challenging by the ongoing Covid pandemic. also recognise Regis-specific factors exacerbated this decline, including the McPhillamys’ delays and our acquisition of Tropicana. We look forward to another productive and profitable year ahead, In relation to McPhillamys, we continue to engage with the relevant regulatory authorities and although we still expect that Thank you for your ongoing support. mining safely and responsibly. the requisite approvals will be forthcoming, progress remains frustratingly slow and timing uncertain. As for Tropicana, we believe we paid a fair price for an exceptional asset, the accretive value of which to Regis shareholders will become increasingly evident. Tropicana is a large-scale, long-life, low-cost, well-managed, cashflow-positive mine. It is without significant legacy, execution, community or permitting risks and is located in arguably the world’s premier mining jurisdiction. Such gold mines are few and far between, very hard to find and rarely for sale. James Mactier Non-Executive Chairman Regis Resources Limited | Annual Report 2021 3 Highlights Corporate Net profit after tax of EBITDA of $146m $403m and net profit margin of 18% with a strong EBITDA margin of 49% Cash and Bullion of Fully franked dividends of $269m 1 at 30 June 2021 7cents per share for FY2021 1 Includes bullion on hand valued at $2,337 per ounce 4 Regis Resources Limited | Annual Report 2021 Operations 372,870 2 ounces of gold produced at AISC of $1,373 PER OUNCE Strong operating cashflow of $276m Significant improvement in SAFETY PERFORMANCE Lost Time Injury Frequency Rate (LTIFR) REDUCED by 64% to 1.3 Commenced DEVELOPMENT of Garden Well Underground Mine Exploration & Growth Acquisition of 30% INTEREST in Tropicana Gold Project 35% increase in Group MINERAL RESOURCES Acquisition of BEN HUR GOLD deposit Mineral Resource of 10.3m tonnes at 1.2 g/t gold for 390,000 OUNCES 33% increase in Group ORE RESERVES 2 Includes two months of Tropicana. Regis Resources Limited | Annual Report 2021 5 Corporate Regis delivered another year of strong production in FY2021 generating EBITDA of $403 million, net profit after tax of $146 million and operating cash flows of $276 million. While delivering this result, Regis executed a genuinely transformational transaction through the acquisition of a 30% interest in the Tropicana Gold Project which delivers on the Company’s strategic objectives to grow as a safe, responsible, reliable, long-life, low-cost gold producer, generating strong financial returns. During FY2021, 372,870 ounces of gold was produced at an All-in Sustaining Cost of $1,373 per ounce. Regis sold a total of 367,285 ounces of gold during the year at an average price of A$2,229 per ounce. The following graphs illustrate the performance of the Company across several metrics. ) z o k ( n o i t c u d o r P d o G l 400 350 300 250 200 150 100 50 0 500 400 300 200 100 0 s n o i l l i M $ Gold Production & Revenue Net Profit After Tax 361 363 654 606 324 544 373 819 352 757 900 800 700 600 500 400 300 200 100 0 s n o i l l i M $ s n o i l l i M $ 250 200 150 100 50 0 200 174 163 146 138 2017 2018 2019 2020 2021 2017 2018 2019 2020 2021 Gold Prodution Revenue NPAT NPAT Margin 40% 30% 20% 10% 0% ) % ( i n g r a M T A P N EBITDA Earnings & Dividend Per Share 100% 394 403 80% 313 307 60% 253 47% 52% 47% 52% 49% 40% 20% 0% ) % ( e u n e v e R / A D T B E I 39.3 34.6 32.2 27.6 26.4 15.0 16.0 16.0 16.0 7.0 40 30 20 10 0 e r a h S r e p s t n e C 2017 2018 2019 2020 2021 2017 2018 2019 2020 2021 EBITDA EBITDA Margin (%) EPS Dividend per share 6 Regis Resources Limited | Annual Report 2021 Cash and bullion on hand at the end of year was $269 million, after payment of $138 million in payments for mine development, $42 million in property, plant and equipment (including payment of lease liabilities), $51 million in dividends, $45 million in exploration expenditure (including McPhillamys) and $77 million in income tax. Cash and bullion on hand at 31 June 2021 includes $44 million in residual funds following the capital raising for the acquisition of 30% of the Tropicana Gold Project. The Company paid a total of $61 million in fully franked dividends during the year and subsequent to the end of the financial year declared a 3 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 FY2021. The FY2021 final dividend of 3 cents per share coupled with the 4 cents per share interim dividend paid in March 2021, took the full year dividend payment to 7 cents per share which represents a 30% payout of FY2021 net profit after tax. Since the commencement of dividend payments in 2013, the Company has paid a total of $532 million in fully franked dividends. 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 3 4 600 500 400 300 200 100 0 s n o i l l i M $ 170 75 75 105 532 488 407 326 245 2017 2018 2019 2020 2021 2013 2014 2015 2016 2017 2018 2019 2020 2021 Interim Final The following chart details the movement in the Company’s cash reserves over the financial year: Cash & Bullion on Hand – 30 June 2021 378 700 600 500 400 300 s n o i l l i M $ 200 209 100 0 (138) (45) (42) (10) 353 44 269 (77) (51) 0 2 0 2 e n u J s n o i t a r e p O e n M i t n e m p o e v e d l n o i t a r o p x E l s y m a l l i h P c M & x e p a c r e h t O r e h t O , x a t e r o f e b s n o i t i s u q c a i n o i l l u b & h s a C i s d n e d v d d n a i x a T e m o c n I s d n e d v D i i l a t i p a C l a u d s e R i i g n s a R i 1 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 2021 7 Review of Operations 8 Regis Resources Limited | Annual Report 2021 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 processing facilities and surrounding deposits including the Rosemont underground and open pit, Garden Well, Erlistoun, Tooheys Well and Baneygo mines; and the Duketon North Operations (“DNO”) comprising the Moolart Well processing facility and surrounding deposits including the Gloster, Anchor, Dogbolter and Petra mines. The Duketon Gold Project has in excess of 3,000 square kilometres of exploration and mining tenure. The Duketon Gold Project produced 355,553 ounces of gold which was within guidance of 355,000-380,000 ounces for FY2021. During the financial year, the Company commenced development of the Garden Well Underground Mine while the Rosemont Underground Mine completed its first full year of commercial production. All-in Sustaining Costs increased by 7% to A$1,336 per ounce due to higher open pit drill and blast costs with harder rock surfaces and deeper in-pit mining in addition to an increase in capital development costs from the Rosemont Underground operations. Operations at the Duketon Gold Project. Operating results for the Duketon Gold Project are summarised below: Ore mined Waste mined Stripping ratio Ore mined Ore milled Head grade Recovery Gold production Cash cost Cash cost inc royalty All-in Sustaining Cost Mbcm Mbcm w:o Mt Mt g/t % koz’s A$/oz A$/oz A$/oz 2021 4.00 27.10 6.8 9.89 9.52 1.27 92 356 1,041 1,148 1,336 2020 4.16 26.37 6.3 9.98 9.37 1.25 94 352 914 1,021 1,246 Regis Resources Limited | Annual Report 2021 9 Duketon South Operations The Duketon South Operations (‘DSO’) includes the Garden Well, Rosemont, Erlistoun, Tooheys Well, Baneygo and other satellite projects in proximity to the Garden Well and Rosemont processing facilities. Operating results for the year to 30 June 2021 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 Mbcm Mbcm w:o Mt Mt g/t % koz’s A$/oz A$/oz A$/oz 2021 2.50 15.60 6.2 7.03 6.37 1.44 92 271 1,058 1,165 1,368 2020 2.80 19.56 7.0 7.23 6.37 1.35 94 260 859 963 1,218 Production at DSO increased by 4% from the previous year with 270,987 ounces of gold produced at an All-in Sustaining Cost of $1,368 per ounce. The increase in production was achieved following the first full year contribution from the Rosemont Underground which saw grades continue to lift as development progressed into the higher-grade Main Zone. Recovery at DSO was impacted by an increase in the proportion of some metallurgically difficult ore from Tooheys Well. Duketon North Operations Duketon North Operations (‘DNO’) comprises the Moolart Well, Gloster, Dogbolter, Petra and Anchor pits with all ore processed through the Moolart Well processing facility. Operating results for the year to 30 June 2021 were as follows: Ore mined Waste mined Stripping ratio Ore mined Ore milled Head grade Recovery Gold production Cash cost Cash cost inc royalty All-in Sustaining Cost Mbcm Mbcm w:o Mt Mt g/t % koz’s A$/oz A$/oz A$/oz 2021 1.50 11.51 7.7 2.86 3.15 0.92 91 85 989 1,092 1,174 2020 1.36 6.81 5.0 2.75 3.00 1.04 92 92 1,071 1,184 1,324 DNO produced 84,566 ounces of gold for the year at an All-in Sustaining Cost of $1,174 per ounce. Gold production was down 8% on the prior year as a result of a decrease in the processed head grade at the Moolart Well mill. Lower recovery at Moolart Well was impacted by lower ore grades and harder, more metallurgically difficult material which was encountered earlier than expected. 10 Regis Resources Limited | Annual Report 2021 Tropicana Gold Project During the year, Regis acquired a 30% non-operator interest in the Tropicana Gold Project located in the Albany-Fraser Belt, approximately 330 kilometres north-east of Kalgoorlie in Western Australia. Tropicana is operated by joint venture partner AngloGold Ashanti Australia Limited and contains the Tropicana, Havana and Boston Shaker open pits and the Boston Shaker underground operation. Tropicana holds the mineral rights to approximately 2,600 square kilometres of WA exploration tenements that are held in a Joint Venture agreement between Regis (30%) and AngloGold Ashanti Australia Limited (70%). The Tropicana acquisition had an acquisition date for accounting purposes of 30 April 2021. 17,317 ounces were produced in May and June 2021 from the Company’s 30% interest in Tropicana. Layout of the Tropicana Mine. Operating results for the Tropicana Gold Project (May and June 2021 on a 30% basis) are summarised below: 2021 2020 Ore mined Waste mined Stripping ratio Ore mined Ore milled Head grade Recovery Gold production Cash cost Cash cost inc royalty All in Sustaining Cost Mbcm Mbcm w:o Mt Mt g/t % koz’s A$/oz A$/oz A$/oz 0.05 1.16 25.3 0.17 0.43 1.39 90 17 1,240 1,300 2,121 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Regis Resources Limited | Annual Report 2021 11 Gold Exploration Duketon Gold Project Regis controls a significant tenement package across the majority of the Duketon Greenstone Belt. The tenement holding encompasses 141 granted exploration licences, prospecting licences and mining leases, across 2,900 square kilometres and 2 exploration licence and mining lease applications over approximately 1,600 square kilometres. In September 2020, the Company completed the acquisition of valuable resource and tenement holdings from Stone Resources Australia Limited. The acquisition included the Ben Hur Gold Project with immediate value added to the Company’s Mineral Resource and Ore Reserves as outlined in the ASX Announcement dated 21 April 2021 ‘Resources and Reserves Statement’. The Duketon Gold Project continues to deliver on its strong history of reserve replacement built on an ongoing commitment to exploration and resource extension drilling. An aggressive exploration programme continues to be focussed on potential areas for the identification of both new mineralisation and expansions of current mineral resources with many promising targets generated for testing in the coming year. Duketon Greenstone Belt geology interpretation. Garden Well Underground The Garden Well Project is a fully operational open pit gold mine which commenced production in September 2012, having a stand- alone crushing, grinding, Carbon in Leach (‘CIL’) processing and tailings storage facilities. The Garden Well deposit lies in the Duketon Greenstone Belt (‘DGB’) and in the north-eastern part of the Archean Yilgarn Craton of Western Australia. The DGB is characterised by a strong North-South structural trend defined by major faults and shear zones, regional folds and granite batholiths. The current open pit mine is expected to continue until at least FY2029. In December 2020, the Company’s board approved the development of a new underground mine under the current Garden Well open pit based on a positive Feasibility Study on the Garden Well South (GWS) Underground Gold Project. The maiden Mineral Resource Estimate is 2.4 million tonnes at 3.6g/t Au for 270,000 ounces with the total material mined in the Feasibility Study including 1.85 million tonnes at 3.2g/t Au for 190,000 ounces. Considerable opportunity exists for mineralised extensions down plunge of the current Mineral Resource. Development of the GWS Underground Project commenced in the March 2021 quarter with portal completion and 470 metres of capital development achieved during the year. Garden Well long section looking west with planned Garden Well South Underground and Garden Well North high-grade intercepts beneath the current pit design. Regis Resources Limited | Annual Report 2021 13 Ben Hur Project In September 2020, the Company completed the acquisition of valuable resource and tenement holdings from Stone Resources Australia Limited. The acquisition included the Ben Hur Mineral Resource of 5.8 million tonnes at 1.6g/t Au for 290,000 ounces which is located approximately 30 kilometres south of the Garden Well mill. The local stratigraphy consists of mafic and minor ultramafic units within a sequence of sheared metasediments and felsic volcaniclastic rocks. Mineralisation is analogous to the Baneygo and Rosemont deposits situated north-west along strike from Ben Hur, where gold is hosted within a stockwork of quartz stringers. The primary lode is proximal to the sheared footwall of a differentiated quartz dolerite sill. Following the acquisition of Ben Hur, Regis immediately commenced infill drilling to confirm and expand the existing Mineral Resource. Infill and extensional drilling consisted of 144 RC holes for 28,774 metres with drill spacing across the deposit reduced to 25m x 25m. 3 diamond holes for 484 metres were completed to gain geotechnical information for mine design purposes. In April 2021, the Company reported a 34% growth in the Mineral Resource to 10.3 million tonnes at 1.2g/t Au for 390,000 ounces and declared a maiden Ore Reserve Estimate of 3.5 million tonnes at 1.1g/t Au for 130,000 ounces. Ben Hur long section looking west - proposed open pits and drill intercepts. 14 Regis Resources Limited | Annual Report 2021 Tropicana Gold Project Tropicana, on the western edge of the Great Sandy Desert in Western Australia, is approximately 1,000 kilometres east north east of Perth. Tropicana holds mineral rights to approximately 2,600 square kilometres of WA exploration tenements that are held in Joint Venture agreement between Regis (30%) and Joint Venture Manager AngloGold Ashanti Australia Limited (70%). The Tropicana gold deposits are hosted by high metamorphic granulite-grade gneissic rocks in the shear-bounded Plumridge Terrain, which is within the western edge of the Proterozoic age Albany-Fraser belt. Tropicana currently has a Mineral Resources Estimate of 145 million tonnes at 1.6g/t Au for 7.64 million ounces (100%) and an Ore Reserves Estimate of 49 million tonnes at 1.7g/t Au for 2.69 million ounces (100%). Work programmes are underway to assess the potential for additional underground mines below the final design limits of the Tropicana, Havana and Havana South open pits. In addition, significant near mine and regional exploration programs continue around Tropicana to unlock new discoveries and mine life extensions. Tropicana long section. Regis Resources Limited | Annual Report 2021 15 Group Resource & Reserve Growth The aggressive exploration programme across the Duketon Project continues to focus on identification of both new mineralisation and the expansion of current mineral resources with many promising targets generated for testing in the coming year. The addition of the Ben Hur Mineral Resource following acquisition provided opportunities for further extensions to the mine life of the current operations while the incorporation of the Tropicana JV provided a step change in production. The Company released an updated annual Mineral Resource and Ore Reserve Statement with the inclusion of Tropicana in June 2021. Group Mineral Resources compliant with JORC Code 2012 as at 31 December 2020 are estimated to be 301 million tonnes at 1.1g/t gold for 10.36 million ounces of gold, compared with the estimate at 31 March 2020 of 249 million tonnes at 1.0g/t gold for 7.70 million ounces Group Mineral Resources 2,300 10,360 7,700 270 390 300 of gold. s e c n u O d n a s u o h T 11,000 10,000 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 31-Mar-20 Depletion Model Update New Deposits Tropicana (30%) 31-Dec-20 Mineral Resources are reported inclusive of Ore Reserves and include all exploration and resource definition drilling information, where practicable, up to 31 December 2020 and have been depleted for mining to 31 December 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 at Duketon and McPhillamys and A$2,170 per ounce at Tropicana for the purpose of satisfying “reasonable prospects for eventual extraction” (JORC 2012). The change in the Group Ore Reserve from March 2020 to December 2020 is as follows: Group Ore Reserves 810 4,830 3,620 150 250 0 s e c n u O d n a s u o h T 5,000 4,000 3,000 2,000 1,000 0 31-Mar-20 Duketon North Duketon South McPhillamys Tropicana (30%) 31-Dec-20 The update of Group Ore Reserves for Duketon resulted in a 34% increase in tonnes and 20% increase in ounces after allowing for depletion by processing. Tropicana added 15 million tonnes @ 1.7g/t gold for 810,000 ounces. Group Ore Reserves compliant with JORC Code 2012 as at 31 December 2020 are estimated at 145 million tonnes at 1.0 g/t gold for 4.8 million ounces of gold. A gold price of A$1,600 per ounce was used for the overall assessment of the Group Ore Reserves. This is unchanged from March 2020 Ore Reserves Annual Report. 16 Regis Resources Limited | Annual Report 2021 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. McPhillamys Gold Project location and NSW tenure. A computer generated McPhillamys Gold Project site layout. Regis Resources Limited | Annual Report 2021 17 Key life of mine physical results from the study are summarised below: Mining Waste volume Ore volume Volume total Stripping ratio Milling Dry Tonnes Per Hour Plant availability Ore milled Head grade Recovery Ounces recovered Mine life Mbcm Mbcm Mbcm w:o tph % Mt g/t % Moz Years 91.6 21.3 112.9 4.3 841 95.0 60.8 1.04 85 1.7 10+ In September 2020, the Company reached another key milestone with the Amendment Report and Responses to Submissions (RTS) submitted to the Department of Planning, Industry and Environment (DPIE). This completes the third of five major phases in the assessment and approval process. The fourth phase sees DPIE assess the Development Application and make its recommendation to the Independent Planning Commission (IPC). The IPC will then be tasked with conducting a public hearing and making a determination within a potential timeframe of 12 weeks. Regis’ Project execution team is continuing the progress work into more detailed areas including mining, processing, water and power supply, however COVID-19 related restrictions are limiting access to site for engineering and potential vendor inspections. This, along with the heated construction market has been impacting the team’s ability to complete the assessment of schedules and costs in the vendor proposals of some of the work packages. As the Project has continued to progress through the approvals process Regis has been updating the scope with any material changes required since the PFS. Updated cost estimations are underway using this information. With IPC approval Regis would expect to finalise any outstanding scope changes and costings and as soon as practical thereafter provide the Feasibility Study summary to the Market. In the meantime, work continues to develop a detailed understanding of local business capacity and where these businesses have the potential to be incorporated into construction activity. This assessment along with other contract and design related works, is underway to ensure that for a favourable decision from the IPC, the Project will be as ready for Final Investment Decision and as shovel ready as practical. 18 Regis Resources Limited | Annual Report 2021 Mineral Resources and Ore Reserves Regis Resources Limited | Annual Report 2021 19 2 n o s r e P ) z o k ( ) t / g ( ) t M ( ) z o k ( ) t / g ( ) t M ( A A A A A A A A A A A A A A A F F F 0 8 7 0 9 3 0 2 1 0 5 0 4 3 1 , 0 0 6 1 , 0 8 2 0 0 3 0 4 3 0 5 4 0 8 3 0 0 1 0 0 2 0 9 3 0 4 0 4 , 0 8 3 5 , 0 9 2 2 , 0 9 3 0 0 8 0 8 6 2 , 0 4 2 0 6 2 1 , 0 0 3 2 , 0 6 3 0 1 , 7 0 . 8 0 . 1 1 . 1 1 . 8 0 . 9 0 . 6 3 . 0 1 . 2 5 . 1 1 . 0 1 . 1 1 . 1 1 . 2 1 . 0 1 . 9 0 . 0 1 . 2 1 . 0 1 . 4 1 . 6 2 . 7 0 . 6 1 . 1 1 . 4 3 6 1 3 1 5 5 4 6 2 0 1 2 3 1 2 1 3 6 0 1 2 2 1 8 7 1 0 7 0 1 0 8 8 1 5 1 1 1 4 4 - 0 3 1 0 9 1 0 1 0 4 3 0 3 1 0 3 1 - 0 2 1 0 6 - 0 1 0 2 0 9 0 7 5 0 1 9 0 1 0 6 0 7 0 3 - 0 8 8 0 1 9 1 0 3 0 9 8 1 , 7 0 . 8 0 . 2 1 . 7 0 . 7 0 . 7 0 . 4 3 . 7 1 . 9 5 . 8 0 . 8 0 . 9 0 . 1 2 . 2 1 . 4 1 . 0 1 . 6 0 . 8 0 . 8 0 . 9 0 . 5 2 . - 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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 i l 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 . i l 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 i l 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 . d n F i s ' l l e s s u R d n a d n F i s ' t l e h c e R i , i h s m a e B e r a O S D r o f s e c r u o s e R l a r e n M i r o n M i . r o h c n A d n a a r t e P e r a O N D r o f s e c r u o s e R l a r e n M i r o n M i . 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 l l A 1 2 3 t n e t e p m o C l a t e M 3 n o s r e P ) z o k ( l d o G l d o G e d a r G ) t / g ( B B D B E G H G 0 3 3 0 4 1 0 7 4 0 2 2 0 8 1 0 3 1 1 , 0 2 5 1 , 0 9 9 1 , 0 2 0 2 , 0 6 5 0 9 0 5 1 0 1 8 0 3 8 4 , 0 1 . 4 0 . 7 0 . 1 1 . 3 3 . 4 0 . 0 1 . 9 0 . 0 1 . 0 2 . 4 3 . 9 0 . 7 1 . 0 1 . 0 1 1 1 1 2 2 3 2 4 1 8 4 9 6 1 6 9 1 5 5 1 5 4 1 ) t M ( s e n n o T l d o G l a t e M ) z o k ( 0 2 3 0 1 1 0 3 4 0 2 2 0 4 1 0 0 0 1 , 0 5 3 1 , 0 8 7 1 , 0 2 0 2 , 0 9 4 0 8 0 0 7 5 0 8 3 4 , l d o G e d a r G ) t / g ( 0 1 . 4 0 . 8 0 . 2 1 . 3 3 . 4 0 . 1 1 . 0 1 . 0 1 . 0 2 . 5 3 . - 2 2 . 1 1 . e v r e s e R e r O l a t o T l e b a b o r P 0 1 8 8 1 5 2 2 0 1 7 3 5 5 1 6 8 1 0 8 4 2 1 ) t M ( s e n n o T l d o G l a t e M ) z o k ( 0 1 0 3 0 4 0 3 1 0 0 4 0 7 1 0 1 2 - 0 8 0 1 0 5 1 0 4 2 0 5 4 7 0 . 3 0 . 4 0 . 6 0 . 2 2 . 3 0 . 5 0 . 5 0 . - 2 2 . 1 3 . 9 0 . 1 1 . 7 0 . l d o G e d a r G ) t / g ( d e v o r P 1 3 3 6 0 4 1 1 4 1 - 1 0 5 7 0 2 5 0 . 3 0 . 6 0 . 0 2 . 4 0 . 4 0 . 6 0 . 7 2 . 6 0 . s e n n o T f f O - t u C 0 2 0 2 r e b m e c e D 1 3 t a s a s e v r e s e R e r O p u o r G ) t M ( 2 ) t / g ( e p y T y t i u q E 1 t c e o r P j e d a r g d o g l t / g 1 0 . M O R M O R G L M O R t i P - n e p O t i P - n e p O l a t o T b u S s e v r e s e R e r O M O R O N D s e v r e s e R e r O G L O N D s t i s o p e D h t r o N n o t e k u D M O R t i P - n e p O s e v r e s e R e r O M O R O S D M O R d n u o r g r e d n U s e v r e s e R e r O M O R O S D G L M O R M O R t i P - n e p O 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 s e v r e s e R e r O G L O S D l a t o T b u S % 0 0 1 l a t o T n o t e k u D t i P - n e p O % 0 0 1 s y m a l l i h P c M t i P - n e p O s e v r e s e R e r O M O R a n a c p o r T i M O R d n u o r g r e d n U s e v r e s e R e r O M O R a n a c p o r T i s e l i p k c o t S s e v r e s e R e r O M O R a n a c p o r T i l a t o T d n a r G l a t o T b u S % 0 3 l a t o T a n a c p o r T i s i g e R . t i s o p e d t a h t r o f s e d a r g s f f o - t u c s u o i r a v e s e h t f o e g a r e v a d e t h g e w e h t e r a i s f f o - t u c d e t s L i . 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 . d n F i s ' l l e s s u R d n a n u o t s i l r E , i h s m a e B e r a O S D r o f s e v r e s e R e r O r o n M i l . r e t s o G d n a r o h c n A , a r t e P e r a O N D r o f s e v r e s e R e r O r o n M i . 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 l ) y e t a r a p e s d e t r o p e r i e r a h c h w a n a c p o r T s e d u c x e ( l i s e l i i p k c o t S d e t a c o s s a 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 . 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 , , , , 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 1 2 3 4 Regis Resources Limited | Annual Report 2021 21 Financial Report Directors’ Report Remuneration Report Auditor’s Independence Declaration 23 36 52 Consolidated Statement of Comprehensive Income 54 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 55 56 57 58 93 94 22 Regis Resources Limited | Annual Report 2021 Directors’ Report Your directors submit their report for the year ended 30 June 2021. Directors The directors of Regis Resources Limited (“Regis” or “Company”) in office since 1 July 2020 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 and a member of Resource Capital Fund’s Managing Partner’s Advisory Board. 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. 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 28 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 2021 23 Mr Steve Scudamore, BA (Hons) MA (Oxon), FCA, FAICD, SF Fin, HonDUniv (Curtin) (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 Bachelor and 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. In February 2021, Curtin University conferred upon him an Honorary Doctorate of the University. 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. Other than as mentioned above, during the past three years Mr Scudamore has not served as a director of any other ASX listed companies. 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 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. From 2009 to 2021 Mrs Burnett served on the Strategic Advisory Board of the Centre for Exploration Targeting based at the School of Earth Sciences, University of WA. Other than as mentioned above, during the past three years Mrs Burnett has not served as a director of any other ASX listed companies. 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). Starting his career in 1974, 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. Other than as mentioned above, during the past three years Mr Barwick has not served as a director of any other ASX listed companies. 24 Regis Resources Limited | Annual Report 2021 Directors’ ReportCompany Secretary Ms Elena Macrides, BSc, LLB, MBA, GAICD Ms Macrides is a solicitor with over 20 years’ experience in legal and strategic consulting roles. Her project experience includes commercial roles at Rio Tinto Iron Ore and she has strategy consulting experience in Perth, Sydney and Melbourne across a broad range of industries. Ms Macrides also spent a number of years in private practice as a solicitor at two national firms. She is a graduate member of the Australian Institute of Company Directors and holds a Bachelor of Science/Bachelor of Laws and Masters of Business Administration from the University of Western Australia. Ms Macrides joined Regis as Assistant Company Secretary in May 2020 and was appointed Company Secretary in January 2021. Mr Jon Latto, B.Com, CA, MBA, GradDip ACG ACIS Mr Latto is a Chartered Accountant with over 25 years’ experience including 13 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 Bachelor of Commerce and a Masters of Business Administration from the University of Western Australia. Mr Latto resigned as Company Secretary on 12 January 2021. Dividends After the balance sheet date the following dividends were proposed by the directors: Final dividends recommended: Ordinary shares Cents Total amount per share $’000 3.00 22,624 The financial effect of these dividends has not been brought to account in the consolidated financial statements for the year ended 30 June 2021 and will be recognised in subsequent financial reports. Nature of Operations and Principal Activities The principal activities of the Company and its controlled entities (collectively, the “Group”) during the year were: • Production of gold from the Duketon Gold Project; • Production of gold (non-operator) from the Company’s 30% interest in the Tropicana Gold Project (“Tropicana”); • Exploration, evaluation and development of gold projects in the 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. Company Strategy for Value Growth The Group’s strategy is to continue to build a profitable and sustainable mid-tier gold company and is driving to achieve this strategy through continuing to: • Deliver value through its existing operations; • Grow organically through exploration; • Assess opportunities for inorganic growth; and • Focus on mining safely and responsibly. Objectives Completed in FY21 that Contribute to Strategy Delivery During the FY21 year, the Company has delivered in each of these area of its strategy through: • • Increasing production from Rosemont Underground and commencing development at the Garden Well Underground; Increasing the Company’s Reserves and Resources at Duketon through its exploration efforts; • Delivery of inorganic growth through the 30% acquisition of Tropicana; • Substantial improvement in safety performance as reflected in the significant reduction in the Lost Time Injury Frequency Rate and the implementation of leadership training in this critical area; • Acquisition of resource and tenement holdings from Stone Resources Australia Limited, including the Ben Hur Mineral Resource. Regis Resources Limited | Annual Report 2021 25 Directors’ ReportObjectives Going Forwards 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 at the Duketon Gold Project through this process of optimisation and the blending of ore feed from satellite resources across the Duketon tenure; • Continue to work with the Company’s joint venture partner (AngloGold Ashanti Australia Limited) to deliver value from Tropicana; • 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 at Duketon; • 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 has 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 (open pit and with an underground mine in development), 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. During the period, Regis acquired a 30% interest in the Tropicana Gold Project located in the Albany-Fraser Belt, approximately 330 kilometres north-east of Kalgoorlie in Western Australia. Tropicana is operated by joint venture partner AngloGold Ashanti Australia Limited and includes the Tropicana, Havana and Boston Shaker open pit operations and Boston Shaker underground operations. The Tropicana acquisition had an acquisition date for accounting purposes of 30 April 2021. The acquisition was funded by an equity raising of $650 million which was completed on 10 May 2021 and a $300 million three-year loan facility provided by Bank of America. Subsequent to the end of the period, the Company worked with Bank of America to syndicate this debt to Macquarie Bank Limited, HSBC, National Australia Bank and Westpac. 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 Cost of sales (excluding D&A)(i) 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 Cash and cash equivalents Interest-bearing liabilities Net cash/(debt) Net assets Basic earnings per share (cents per share) 2021 $’000 2020 $’000 818,835 (394,011) (402) (21,041) 403,381 (189,049) 212,394 (66,196) 146,198 276,286 242,627 (293,821) (51,194) 1,584,305 26.37 755,791 (344,105) (1,365) (16,181) 394,141 (108,323) 284,660 (85,143) 199,517 343,013 192,428 (4,971) 187,457 835,081 39.26 Change $’000 63,044 (49,906) 963 (4,860) 9,240 (80,726) (72,266) 18,947 (53,319) (66,727) 50,199 (288,850) (238,651) 749,224 Change % 8.3% 14.5% 70.5% 30.0% 2.3% 74.5% (25.4%) (22.3%) (26.7%) (19.5%) 26.1% (5,810.7%) (127.3%) 89.7% (i) 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. 26 Regis Resources Limited | Annual Report 2021 Directors’ ReportPerformance relative to the previous financial year Regis achieved a 2.3% increase in EBITDA to $403.4 million with an after tax profit of $146.2 million for the full year to 30 June 2021 which was 26.7% lower than the previous corresponding year result of $199.5 million. Higher gold sales revenue was offset by increased mining costs associated with deeper in-pit mining in addition to a 74.5% increase in depreciation and amortisation charges for the period. Sales The Company produced 372,870 ounces of gold for the year ended 30 June 2021 with 355,553 ounces from the Company’s Duketon Operations and 17,317 from its 30% interest in Tropicana for May and June 2021. Gold sales revenue rose by 8.3% from the previous year with 367,285 ounces of gold sold at an average price of $2,229 per ounce in 2021 (2020: 353,182 ounces at $2,200 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 320,000 ounces with at a fixed price of $1,571 per ounce (2020: 399,494 ounces with a weighted average forward price of $1,614 per ounce). In May 2021, the Company adjusted the structure and delivery profile of its gold hedges with Macquarie Bank Limited, moving from spot deferred hedges to flat forward hedging. Cost of Sales Costs of sales including royalties, but before depreciation and amortisation increased by 14.5% to $394.0 million. Depreciation and Amortisation The 74.5% increase in depreciation and amortisation charges was predominantly a result of an increase in the underlying Mine Properties assets (Refer Note 14), the Rosemont Underground operations being in commercial production for the full year and the addition of assets associated with the Tropicana Gold Project. Cash Flow from Operating Activities Cash flow from operating activities was $276.3 million, down 19.5% on the prior year following an increase in the cost of sales. During the year, the Company paid $77.1 million of income taxes. The Company continued to provide strong returns to shareholders through the payment of two fully franked dividends in FY21 totalling $61.3 million. Duketon South Operations (“DSO”) Operating results at the Duketon South Operations for the 12 months to 30 June 2021 were as follows: Ore mined Waste mined Strip ratio Ore mined Ore milled Head grade Recovery Gold production Cash cost per ounce – pre royalties Cash cost per ounce – incl. royalties All-in Sustaining Cost (“AISC”) BCM BCM w:o Tonnes Tonnes g/t % 30 June 2021 30 June 2020 2,500,701 2,800,054 15,597,136 19,557,651 6.2 7,034,770 6,366,312 1.44 92 7.0 7,234,482 6,371,894 1.35 94 Ounces 270,987 259,858 A$/oz A$/oz A$/oz 1,058 1,165 1,368 859 963 1,218 Production at DSO increased by 4% from the previous year with 270,987 ounces of gold produced at an all-in sustaining cost of $1,368 per ounce. The increase in production was achieved following the first full year contribution from the Rosemont Underground which saw grades continue to lift as development progressed into the higher-grade Main Zone. Recovery at DSO was impacted by an increase in the proportion of some metallurgically difficult ore from Tooheys Well. AISC increased by 12% primarily due to higher open pit drill and blast costs at the satellite pits with harder rock surfaces and deeper in-pit mining in addition to an increase in capital development costs from the Rosemont Underground operations. Regis Resources Limited | Annual Report 2021 27 Directors’ ReportDuketon North Operations (“DNO”) Operating results for the 12 months to 30 June 2021 were as follows: Ore mined Waste mined Strip ratio Ore mined Ore milled Head grade Recovery Gold production Cash cost per ounce – pre royalties Cash cost per ounce – incl. royalties All-in Sustaining Cost (“AISC”) 30 June 2021 30 June 2020 BCM BCM w:o Tonnes Tonnes g/t % 1,498,524 11,505,350 7.7 2,858,047 3,151,223 0.92 91 1,363,821 6,811,692 5.0 2,745,313 2,999,498 1.04 92 Ounces 84,566 92,184 A$/oz A$/oz A$/oz 989 1,092 1,174 1,071 1,184 1,324 DNO produced 84,566 ounces of gold for the year at an all-in sustaining cost of $1,174 per ounce. Gold production was down 8% on the prior year as a result of a decrease in processed head grade at the Moolart Well mill. Lower recovery at Moolart Well was impacted by lower ore grades and harder, more metallurgically difficult material which was encountered earlier than expected. AISC decreased by 11% on the prior year driven by a lower strip ratio attributable to AISC following an increase in the Growth Capital work for the reporting period. Tropicana Gold Project Operating results (at 30%) from 1 May 2021 to 30 June 2021 were as follows: Ore mined Waste mined Strip ratio Ore mined Ore milled Head grade Recovery Gold production Cash cost per ounce – pre royalties Cash cost per ounce – incl. royalties All-in Sustaining Cost (“AISC”) 30 June 2021 30 June 2020 BCM BCM w:o Tonnes Tonnes g/t % 45,855 1,161,622 25.3 174,932 429,554 1.39 90 Ounces 17,317 A$/oz A$/oz A$/oz 1,240 1,300 2,121 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Production from the acquisition date of 30 April 2021 totalled 17,317 ounces (30%) at an all-in sustaining cost of $2,121 per ounce. The high AISC reflected a combination of high strip ratios and low production in the two-month period due to relatively low mill head grades as stockpiles are utilised while the Havana open-pit cutback continues to progress along with a planned mill maintenance shutdown in June. 28 Regis Resources Limited | Annual Report 2021 Directors’ ReportExploration During the year, a total of 253,275 metres of exploration drilling was completed across the Group’s tenements at Duketon. At Tropicana during May and June 2021, 29,433 metres of exploration drilling was completed, with 12,402 metres being aircore drilling, 6,628 metres being RC drilling and 10,403 metres being diamond drilling. Regis’ exploration for FY21 reflects the Company’s growth strategy which continues to test for near mine extensions and new greenfield targets across the Company’s tenure in the Duketon Greenstone Belt. The table below breaks down the drilling activity (in metres) by Prospect at Duketon: Aircore RC Diamond Total Prospect RC Diamond Total Prospect Baneygo Beamish Bella Well Ben Hur - 3,313 2,474 - 1,034 - - 5,787 2,478 1,034 Matts Bore Mitchell Moolart North 28,774 484 29,258 Moolart Well 2,478 - - - - 3,428 25,520 Betelgeuse 15,065 6,276 1,728 23,069 Mt Maiden - - - - - - - 1,153 2,314 2,224 O’Connor Reward Risden Well Rosemont 15,366 Rosemont West 3,125 2,916 Russel’s Find Somerset 278 Swincer 13,791 13,791 Ten Mile Bore 479 479 Terminator 18,620 3,141 21,761 The Patch Butchers Well 1,153 - Campervan Claypan - 2,314 2,224 - Commonwealth 13,760 1,606 Doris Well Duketon Townsite 3,125 2,414 Fisher Well Garden Well Giles Gloster - - - - - 502 278 - - Granite Peak Bore 2,085 Hermans Kintyre - 330 - - - Lancefield North - 6,985 Little Well 327 - - 1,056 2,085 1,056 Thompsons Bore 1,156 3,535 Tooheys Well 330 Ventnor 6,985 White Nile - 6,610 5,203 - - - 3,912 - - - - - 327 Total 95,567 106,482 51,226 253,275 Aircore 20,212 1,146 2,929 - 2,489 - 600 552 4,202 7,102 - - 405 - - - 416 - - - - - 1,212 2,279 - 390 24,161 24,551 - - - - - - - 20,212 1,146 3,428 25,520 2,929 416 2,489 - - - - - - - - 600 552 4,202 7,102 1,212 2,279 405 4,691 3,912 6,610 5,203 Significant projects advanced during the year ended 30 June 2021 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 – Garden Well Underground Project The Garden Well Project is a fully operational open pit gold mine which commenced production in September 2012, having stand-alone crushing, grinding, Carbon in Leach (‘CIL’) processing and tailings storage facilities. The Garden Well deposit lies in the Duketon Greenstone Belt (‘DGB’) in the north-eastern part of the Archean Yilgarn Craton of Western Australia. The DGB is characterised by a strong North-South structural trend defined by major faults and shear zones, regional folds and granite batholiths. In December 2020, the Company’s board approved the development of a new underground mine under the current Garden Well open pit based on a positive Feasibility Study on the Garden Well South (GWS) Underground Gold Project. The maiden Mineral Resource Estimate is 2.4 million tonnes at 3.6g/t Au for 270,000 ounces with the total material mined in the Feasibility Study including 1.85 million tonnes at 3.2g/t Au for 190,000 ounces. Considerable opportunity exists for mineralised extensions down plunge of the current Mineral Resource. Development of the GWS Underground Project commenced in the March 2021 quarter with portal completion and 470 metres of capital development achieved during the year. Regis Resources Limited | Annual Report 2021 29 Directors’ ReportDevelopment – 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. The current Ore Reserve for the McPhillamys Gold Project is 61 million tonnes at 1.0g/t Au for 2.02 million ounces. During the year, the assessment phase of the McPhillamys Development Application (‘DA’) reached another milestone with the Amendment Report and Responses to Submissions submitted to the Department of Planning, Industry and Environment (‘DPIE’) for assessment. The Project is now in the penultimate phase of the process which sees DPIE assess the DA and make its recommendation to the Independent Planning Commission (‘IPC’). Regis notes that the final decision by the government is still to be made and it is anticipated a recommendation by DPIE to the IPC has the potential to be in the first half of FY22. The Company continues to work with the local and surrounding communities to ensure opportunities and impacts presented by the project development are communicated and mitigated where practicable. Ben Hur Project In September 2020, the Company completed the acquisition of valuable resource and tenement holdings from Stone Resources Australia Limited. The acquisition included the Ben Hur Mineral Resource of 5.8 million tonnes at 1.6g/t Au for 290,000 ounces which is located approximately 30 kilometres south of the Garden Well mill. The local stratigraphy consists of mafic and minor ultramafic units within a sequence of sheared metasediments and felsic volcaniclastic rocks. Mineralisation is analogous to the Baneygo and Rosemont deposits situated north-west along strike from Ben Hur, where gold is hosted within a stockwork of quartz stringers. The primary lode is proximal to the sheared footwall of a differentiated quartz dolerite sill. Following the acquisition of Ben Hur, Regis immediately commenced infill drilling to confirm and expand the existing Mineral Resource. Infill and extensional drilling consisted of 144 RC holes for 28,774 metres with drill spacing across the deposit reduced to 25m x 25m. 3 diamond holes for 484 metres were completed to gain geotechnical information for mine design purposes. In April 2021, the Company reported a 34% growth in the Mineral Resource to 10.3 million tonnes at 1.2g/t Au for 390,000 ounces and declared a maiden Ore Reserve Estimate of 3.5 million tonnes at 1.1g/t Au for 130,000 ounces. 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. Commercial production was declared from 1 June 2020 at the Rosemont Underground Project with 721,000 tonnes ore mined and 7,995 lineal metres of development achieved during the year. Deep drilling continued at Rosemont to explore the high-grade shoots which extend at depth beneath existing underground infrastructure. During the period 24,161 metres of diamond drilling was completed to test down plunge extensions of high-grade gold mineralisation outside the current underground resource domains with the Company announcing an updated Mineral Resource of 2 million tonnes at 5.2g/t Au for 340,000 ounces. Gloster Project The Gloster Gold Project is hosted in a package of intermediate volcanics and intrusives. The gold mineralised system is structurally complex, consisting 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. Gloster currently has an open-pit Resource of 16 million tonnes at 0.7g/t Au for 390,000 ounces, including Ore Reserves of 1.5 million tonnes at 1.1g/t Au for 54,000 ounces. Mineralised shoots persist to 500 metres beneath the open-pit and consist of a narrow, high grade, strike limited quartz veins. During the year, Regis completed 18,620 reverse circulation (‘RC’) and 3,141 diamond drilling metres to test these mineralised structures beneath the open-pit and provide additional information on grade continuity to inform the mineralsation model. Tropicana Gold Project Tropicana, on the western edge of the Great Sandy Desert in Western Australia, is approximately 1,000 kilometres east north east of Perth. Tropicana holds the mineral rights to approximately 2,600 square kilometres of WA exploration tenements that are held in Joint Venture agreement between Regis (30%) and Joint Venture Manager AngloGold Ashanti Australia Limited (70%). The Tropicana gold deposits are hosted by high metamorphic granulite-grade gneissic rocks in the shear-bounded Plumridge Terrain, which is within the western edge of the Proterozoic age Albany-Fraser belt. Tropicana currently has a Mineral Resources Estimate of 145 million tonnes at 1.6g/t Au for 7.64 million ounces (100%) and an Ore Reserves Estimate of 49 million tonnes at 1.7g/t Au for 2.69 million ounces (100%). Work programmes are underway to assess the potential for additional underground mines below the final design limits of the Tropicana, Havana and Havana South open pits. In addition, significant near mine and regional exploration programs continue around Tropicana to unlock new discoveries and mine life extensions. 30 Regis Resources Limited | Annual Report 2021 Directors’ Report Material Business Risks The material business risks faced by Regis that may have an impact on the financial and operating performance of the Company are: Gold Price Regis revenues are exposed to fluctuations in the gold price. Volatility in the gold price creates revenue uncertainty and requires careful management of business performance to ensure that operating cash margins are retained despite a fall in the spot gold price. The risks associated with such fluctuations and volatility may be reduced by any gold price hedging that Regis may undertake. A declining gold price can also impact operations by requiring a reassessment of the feasibility of mine plans and certain projects and initiatives. The development of new ore bodies, commencement of development projects and the ongoing commitment to exploration projects can all potentially be impacted by a decline in the prevailing gold price. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment could potentially cause substantial delays and/or may interrupt operations, which may have a material adverse effect on Regis’s results of operations and financial condition. Foreign Exchange Rate Risk Regis is an Australian business that reports in Australian dollars. Regis’s revenue is derived from the sale of gold in Australian dollars and costs are mainly incurred by its business in Australian dollars. However, because gold is globally traded in US dollars, Regis is exposed to foreign exchange risk. Therefore, movements in the US$/A$ exchange rate may adversely or beneficially affect Regis’s results of operations and cash flows. The risks associated with such fluctuations and volatility may be reduced by any currency hedging Regis may undertake, though there is no assurance as to the efficacy of such currency hedging. Regis hedges its gold ounces in Australian dollars, which, given Regis’s revenue is derived from sale of gold in US dollars, provides for some coverage of foreign exchange risk. Operational Risk Drilling, mining and processing activities carry risk and as such, activities may be curtailed, delayed or cancelled as a result of a number of factors outside Regis’s control. These include geological conditions, technical difficulties, securing and maintaining tenements, weather, residue storage and tailings dam failures and construction of efficient processing facilities. The operation may be affected by force majeure, fires, labour disruptions and availability, landslides, and the inability to obtain adequate machinery, engineering difficulties and other unforeseen events. As with most mines, reserves, resources and stockpiles are based on estimates of grade, volume and tonnage. The accuracy and precision of these estimates will depend upon drill spacing and other information such as continuity, geology, rock density, metallurgical characteristics, mining dilution and costs, etc. which evolve as the mine moves through different parts of the ore body. Regis endeavours to take appropriate action to mitigate these operational risks (including by properly documenting arrangements with counterparties, and adopting industry best practice policies and procedures) or to insure against them, but the occurrence of any one or a combination of these events may have a material adverse effect on Regis’s performance and the value of its assets. Mineral Resource and Ore Reserve Estimates Mineral resource and ore reserves are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realised or that mineral reserves could be mined or processed profitably. There are numerous uncertainties inherent in estimating mineral resources and ore reserves, including many factors beyond Regis control. Such estimation is a subjective process, and the accuracy of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgements used in engineering and geological interpretation. Short term operating factors in relation to the mineral reserves, such as the need for the orderly development of ore bodies or the processing of new or different ore grades, may cause mining operations to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. Fluctuation in gold prices, results of drilling, metallurgical testing, changes in production costs, and the evaluation of mine plans subsequent to the date of any estimate may require the revision of such estimates. The volume and grade of reserves mined and processed, and recovery rates, may not be the same as currently anticipated. Any material reductions in estimated mineral resource and ore reserves, or of Regis’ ability to extract these mineral reserves, could have a material adverse effect on Regis results of operations and financial condition. Effectiveness of Regis Gold Price Hedging Regis currently has certain gold price hedging arrangements in place and may in the future choose to or be required to enter into further gold price hedging arrangements. Although gold price hedging activities may protect Regis in certain instances, they may also limit the price that can be realised on the proportion of recovered gold that is subject to any hedges, in the event that the market price for gold exceeds the hedged contract price (meaning rising gold prices could result in part of Regis’ gold production being sold at less than the prevailing spot price at the time of the sale). In this event, Regis’ financial performance may be adversely affected. Regis Resources Limited | Annual Report 2021 31 Directors’ ReportCOVID-19 Regis’ Management Team has continued to manage the Company’s ongoing response to COVID-19 which has been coordinated in cooperation with our contractors. COVID-19 is not currently impacting on production, however the situation remains fluid and the Company will continue to monitor for potential impacts. The Company is maintaining a range of measures across its business consistent with advice from State and Federal health authorities and commensurate with the community risk profile. These measures help ensure the health and welfare of our employees and their respective communities. To date there have been no confirmed cases of COVID-19 across the business. Climate Change The current and future activities of Regis, including development of its projects, mining volumes, mining exploration and production activities may be affected by factors such as seasonal and unexpected weather patterns, heavy rain, floods, droughts and other weather and climatic conditions. The effects of changes in rainfall patterns, water shortages and changing storm patterns and intensities may adversely impact the costs, production levels and financial performance of Regis’ operations. Changes to climate related regulations and government policy have the potential to impact on our financial results. These changes may include the imposition of a carbon tax on carbon output or the implementation of new taxes on diesel fuel which would impact the Company given its current reliance on diesel across its operations. Government Policy and Permits In the ordinary course of business, mining companies are required to seek governmental permits for exploration, expansion of existing operations or for the commencement of new operations. The duration and success of permitting efforts are contingent upon many variables not within the control of Regis. There can be no assurance that all necessary permits will be obtained, and, if obtained, that the costs involved will not exceed those estimated by Regis. 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, 67,589 shares have been issued as a result of the vesting of performance rights. Dividends On 30 August 2021, the directors proposed a final dividend on ordinary shares in respect of the 2021 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. Likely Developments and Expected Results There are no likely developments of which the directors are aware which could be expected to significantly affect the results of the Group’s operations in subsequent financial years not otherwise disclosed in the Principal Activities and Operating and Financial Review or the Significant Events after the Balance Date sections of the Directors’ Report. 32 Regis Resources Limited | Annual Report 2021 Directors’ ReportEnvironmental 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 no unissued shares under unlisted options. 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 2022 30 June 2023 Number outstanding 361,290 492,828 At the date of this report, the Company has 59,877 unissued shares relating to vested performance rights. 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. The Company has, during or since the end of the financial year, paid an insurance premium in respect of an insurance policy for the benefit of the directors, secretaries, executive officers and employees of the Company and any related bodies corporate as defined in the insurance policy. The insurance grants indemnity against liabilities permitted to be indemnified by the Company under Section 199B of the Corporations Act 2001. In accordance with commercial practice, the insurance policy prohibits disclosure of the terms of the policy including the nature of the liability insured against and the amount of the premium. Regis Resources Limited | Annual Report 2021 33 Directors’ ReportDirectors’ 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: Directors’ Meetings Audit Committee Diversity Committee Community Committee No. No. No. No. Scheduled No. Scheduled No. Scheduled No. Scheduled No. to Attend Attended to Attend Attended to Attend Attended to Attend Attended Remuneration, Risk, Safety, Nomination and Environment and J Mactier J Beyer F Morgan S Scudamore L Burnett R Barwick(i) 17 17 16 17 17 17 17 17 16 16 16 13 6 - - 6 6 - 6 - - 6 6 - 3 - - 3 3 2 3 - - 3 3 2 - - 5 5 5 5 - - 5 5 5 4 (i) Mr Barwick stepped down from the Remuneration, Nomination and Diversity Committee on 25 November 2020. 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. Members of the committees of the Board during the year were: Director James Mactier Fiona Morgan Steve Scudamore Lynda Burnett Russell Barwick(i) Audit Committee and Community Committee and Diversity Committee Risk, Safety, Environment Remuneration, Nomination ✓ Chairperson ✓ ✓ ✓ ✓ Chairperson ✓ Chairperson ✓ ✓ (i) Mr Barwick stepped down from the Remuneration, Nomination and Diversity Committee on 25 November 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 37,816 from the holdings as at 30 June 2021 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. Number of ordinary shares 66,234 118,421 529,190 34,484 15,897 5,000 J Mactier J Beyer F Morgan S Scudamore L Burnett R Barwick 34 Regis Resources Limited | Annual Report 2021 Directors’ ReportAuditor 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 Assurance services Other advisory services $ 377,020 25,358 37,778 440,156 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 2021 35 Directors’ ReportRemuneration Report Dear Shareholder, The Board, through its independent Remuneration, Nomination and Diversity Committee, reviews the Company’s Key Management Personnel (“KMP”) and Non-Executive Director (“NED”) remuneration in order to implement remuneration structures that align with our Principles of Remuneration, as detailed in this report. For KMPs, 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. NEDs are remunerated on a fixed fee basis. KMP Remuneration FY21 In light of the then uncertainties surrounding the pandemic and in keeping with our objective of weighting remuneration towards variable at-risk incentive opportunities, the Board decided to keep KMP total fixed remuneration (“TFR”) the same as in FY20 but made various changes to the level and composition of the STIs and LTIs. Furthermore, we sought to improve transparency of how these amounts were calculated. Of particular note, we increased the weighting of safety in the STIs and included the impact of achievement of market guidance targets relating to All In Sustaining Costs (“AISC”) and production levels. We also customised STIs for each KMP to more accurately reflect the roles and responsibilities of individual KMP within the Company. Alignment of KMP remuneration with shareholder interest was clearly demonstrated in FY21, a year in which our share price declined significantly. The percentage of FY21 STIs actually awarded to each KMP was less than in FY20 and less than 50% of the 2019 LTIs vested at the final test date on 30 June 2021. Further, the value to KMPs of the 50% of FY20 STI payments that were awarded to them in shares at a price of $5.12 per share on 29 September 2020 vested on 30 June 2021 when the share price was $2.42 per share. For FY21, as detailed in this report, the Board has approved between 60-65% of the maximum STI opportunity for individual KMPs. This was determined following a review of the performance over the year against the Company-wide and individual measures set out at the beginning of the financial year. Of this award, 50% will continue to be paid in cash within three months of the end of the financial year, with the remaining 50% in performance rights which will vest 12 months after the end of the financial year. In relation to LTIs awarded in FY21, we 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 (TSR) was increased but we retained two Company specific objectives, being Reserve Growth and the successful development of the McPhillamys Gold Project. At 30 June 2021, the FY19 performance rights for the Chief Executive Officer and Managing Director were subject to testing against the pre-set vesting conditions. On review and as set out in this report, the conditions in relation to relative and absolute TSR and EPS growth were not met over the period. However reserve growth was achieved, the underground development commenced at Rosemont and very substantial progress was made at McPhillamys (taking into account factors beyond his control). Accordingly, 37.5% vesting was approved by the Board. FY22 An independent remuneration consultant was engaged to provide benchmarking data and additional insights into remuneration structures and levels in the Australian mining sector. This data was sourced from annual reports published by similar sized ASX listed mining and mining service companies for the year ended 30 June 2020. This list was larger and broader than the narrower gold producer peer group that we use for calculating relative TSR as we recognise that our KMPs (and NEDS) skills and experience are transferable across different commodities and sectors within the mining industry. As noted above no increase was made to TFR for KMP in 2021. For FY22, increases have been agreed and targeted around the 50th percentile of the survey comparator group. Various changes have been made to the composition of STIs and LTIs in accordance with our short term priorities and longer term strategic goals and reflecting each KMP’s role and responsibilities. The STI metrics now include a further environmental component relating to carbon emissions and water usage. The LTI measures for FY22 continue to reflect relative TSR performance against other ASX- listed significant gold producers as well as our own reserve and production growth targets over the next three years. The no-fatality and no catastrophic environmental incident gateways will again apply to 100% of KMP STI payments in FY22. 36 Regis Resources Limited | Annual Report 2021 Remuneration Report Non-Executive Director Remuneration Remuneration for NEDs comprises fixed fees (plus superannuation) 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 and in recognition of the workload and responsibility they have as directors. These fees were last increased in FY19 (apart from changes made in FY20 for the formation of the RSEC Committee). The Committee, referencing the independent survey, recommended fees for FY22 be increased to levels generally targeting the median survey results. The proposed aggregate of all NED fees for FY22 (including superannuation) remains well within the existing shareholder approved limit of $950,000 (which is also less than the median of the survey group). The individual performance and contribution of each NED and of the Board itself is reviewed annually by the Non-Executive Chairman. All NEDs purchased shares in the Company in FY21. 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 and Diversity Committee Regis Resources Limited | Annual Report 2021 37 This remuneration report for the year ended 30 June 2021 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 2021 are set out below: Name Position Term as KMP Non-executive directors J Mactier F Morgan S Scudamore L Burnett R Barwick Executive directors J Beyer Other executives S Gula J Latto Non-Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Full financial year Full financial year Full financial year Full financial year Full financial year Chief Executive Officer and Managing Director Full financial year Chief Operating Officer Chief Financial Officer Full financial year Full financial year 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 (“STI”) and Long Term Incentives (“LTI”). The objectives and principles of the Company’s remuneration policy include: • To align the objectives and remuneration of the executive director and other KMP with the interests of shareholders and reflect Company strategy; • To provide competitive rewards to attract, retain and incentivise high calibre executives; • To be appropriate relative to others in the Company; • To be non-discriminatory; 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 FY21, 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. 38 Regis Resources Limited | Annual Report 2021 Remuneration Report (Audited)The chart below provides a summary of the structure of executive remuneration in the 2021 financial year: Fixed Remuneration Base salary + superannuation + benefits Variable Remuneration STI Plan LTI Plan Cash and Performance Rights Performance Rights Remuneration Mix – Target 41% LTI Chief Executive Officer and Managing Director 41% Fixed Remuneration 32% LTI Other Executives 50% Fixed Remuneration 18% STI 18% STI Elements of Remuneration in FY21 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 March 2021, The Reward Practice Pty Ltd reviewed the existing remuneration arrangements of the Company’s KMPs and made recommendations to the Remuneration, Nomination and Diversity Committee. Fees to The Reward Practice Pty Ltd for this engagement totalled $16,000 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. Regis Resources Limited | Annual Report 2021 39 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. FY21 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 payment will be made in cash. How much can current In FY21, the Chief Executive Officer and Managing Director had a maximum STI opportunity of 70% of total executives earn? 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 or catastrophic environmental event at any of the Company’s managed operations in that year. How is performance A combination of specific Company KPIs are chosen to reflect the core drivers of short term performance and measured? also to provide a framework for delivering sustainable value to the Group and its shareholders. The following KPIs were chosen for the 2021 financial year: Jim Beyer Stuart Gula Jon Latto KPI 1: Safety targets; 20% 20% 10% • 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 15% 15% 10% 30% 15% 15% 10% 20% 15% 15% 5% 20% KPI 6: Implementation of Company-wide leadership and 10% 10% - safety 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. - - - - - 10% 25% 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 If an executive is terminated for cause before the end of the financial year, no STI is awarded for that year. If executive leaves? 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 In the event of a change of control, a pro-rata cash payment will be made based on assessment of is a change of control? performance up to the date of the change of control (subject to Board discretion). 40 Regis Resources Limited | Annual Report 2021 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. FY21 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 In FY21, the Chief Executive Officer and Managing Director had a maximum LTI opportunity of 100% of total executives earn? 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. How is performance The vesting of performance rights are subject to a number of vesting conditions. The performance rights measured? issued in FY21 are subject to the following vesting conditions: 1. Relative Total Shareholder Return (50%(i)) Performance against comparator group (ASX code: EVN, NST, PRU, RSG, SAR, SBM, WGX, NCM, OGC, SLR, GOR, RMS): 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 Reserve Report) represent of the Company’s ore reserves as at 30 June 2020 (as per 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 been within 10% of the DFS estimates for a continuous period of at least 30 days. This will result in 100% of McPhillamys Project performance rights vesting. When is performance The performance rights issued in FY21 have a three-year performance period with the vesting of the rights measured? tested as at 30 June 2023. Any performance rights that do not vest will lapse after testing. There is no re- testing of performance rights. What happens if Where an executive ceases to be an employee of any Group Company: executive leaves? 1. Due to termination for cause, then any unvested rights will automatically lapse on the date of the cessation of employment; or 2. 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 If a matter, event, circumstance or transaction occurs that the Board reasonably believes may lead to a is a change of control? change of control, the Board may in its discretion determine the treatment and timing 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 Executives are not eligible to receive dividends on unvested performance rights. for dividends? (i) Represents the maximum award if stretch targets are met. Regis Resources Limited | Annual Report 2021 41 Remuneration Report (Audited)Performance and Executive Remuneration Outcomes in FY21 Actual remuneration earned by executives in FY21 The actual remuneration earned by executives in the year ended 30 June 2021 is set out below. This provides shareholders with details of the remuneration actually paid to executives for performance in FY21 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 2021: Weighting Key Performance Indicator Jim Beyer Stuart Gula Jon Latto Metric Achievement KPI 1: Safety Targets 20% 20% 10% Reduction in key safety 100% award measures: • TRIFR 20% reduction; TRIFR reduced by 78% • LTI 20% reduction. LTI reduced by 63% KPI 2: AISC KPI 3: Production 15% 15% 15% 15% 15% 15% AISC relative to guidance. Threshold level not achieved Production relative to Threshold level not achieved guidance. KPI 4: Environmental 10% 10% 5% No significant environmental 100% award Targets incidents; No significant compliance No significant environmental issues. incidents and no significant compliance issues KPI 5: Growth Targets 30% 20% 20% Growth targets to be apportioned: • Approval of McPhillamys Not Delivered Project site works; 100% award • Exploration success on Ben Hur and the Company’s tenements Tropicana acquisition or M&A; 100% award • Commencement of new Commencement of Garden underground project. Well Underground KPI 6: Leadership and 10% 10% - Implementation of company- 100% award Safety Culture Improvement Program KPI 7: Business Improvement Targets • McPhillamys financing strategy • Upgrade ERP and systems • McPhillamys DFS - - - wide leadership and safety culture improvement program. - - 10% McPhillamys financing 100% award(i) strategy delivered. 25% Review and upgrade of ERP 100% award and other Company related planning and reporting systems. 10% - Completion of the McPhillamys Not delivered DFS (i) The Board used its discretion to award this on the basis of the successful financing of the Tropicana acquisition. Based on this assessment, the STI cash payments for FY21 to executives were recommended as detailed in the following table: Name Jim Beyer Stuart Gula Jon Latto Position Chief Executive Officer and Managing Director Chief Operating Officer Chief Financial Officer Achieved STI(i) of TFR STI Awarded(ii) Percentage % 65.0% 60.0% 65.0% % 45.5% 36.0% 39.0% $ 359,220 190,793 170,820 (i) Achieved STI reflects the percentage of the maximum STI opportunity; (ii) Paid 50% in cash and 50% in performance rights which vest 12 months after the end of financial year. 42 Regis Resources Limited | Annual Report 2021 Remuneration Report (Audited)Performance against LTI measures LTI awards granted in FY21 will be subject to testing at the end of the three-year performance period on 30 June 2023. In November 2020, after receiving approval from shareholders at the AGM, 154,353 performance rights were granted to Executive Director Mr Jim Beyer, 67,350 and 55,661 performance rights were granted to executives Mr Stuart Gula and Mr Jon Latto respectively 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 24 to the financial statements. 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 EIP. Further details of the grant, including performance conditions and the calculation of fair value is disclosed in the Note 24 to the financial statements. LTI awards granted in FY19 were 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 EIP. Mr Paul Thomas retired from his position as Executive Director on 19 August 2019 and forfeited LTI awards. Further details of the grant, including performance conditions and the calculation of fair value is disclosed in the Note 24 to the financial statements. A number of performance conditions determined the vesting of the performance rights. The outcome of these performance conditions as tested for the three-year period ending on 30 June 2021 were as follows: Performance Condition Weighting Metric Achievement Relative TSR 20% Relative Total Shareholder Return measured on Threshold level not achieved a sliding scale against a select peer group of comparator companies. (ASX code: DCN, EVN, NCM, NST, OGC, PRU, RSG, SAR, SBM, WGX) Absolute TSR EPS 20% 15% Absolute Total Shareholder Return. Threshold level not achieved Absolute Earnings Per Share measured against Threshold level not achieved a pre-determined target set by the Board (as an average across three 12-month periods) Reserves 15% Reserve growth in excess of depletion over the 98% award three-year vesting period. McPhillamys 15% McPhillamys Project targets as determined by 50% award the Board. Rosemont Underground 15% Rosemont underground targets as determined 100% award by the Board. 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) 2021 $’000 819,162 146,198 26.37 26.32 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 Net assets 1,584,305 835,081 716,464 636,842 538,392 Regis Resources Limited | Annual Report 2021 43 Remuneration Report (Audited)Performance and Executive Remuneration Arrangements in FY22 Subsequent to the end of the 2021 financial year, the Board resolved to set STI and LTI hurdles as follows for the 2022 financial year: Component Links to FY22 Performance Total Fixed Remuneration (TFR) Salaries awarded effective 1 July 2021 are used as the basis for determining the value component for the FY22 STI and LTI. The maximum STI opportunity that each KMP can earn are: • Chief Executive Officer and Managing Director 70% • Other executives 60% The maximum LTI opportunity that each KMP can earn are: • Chief Executive Officer and Managing Director 100% • Other executives 65% Short Term Incentives The following KPIs were chosen for the 2022 financial year: Jim Beyer Stuart Gula Jon Latto (STI) KPI 1: Safety targets: • All Injury Frequency Rate: 20% 20% 15% • Threshold: 5% reduction from 30 June 2021 level (0% awarded); • Target: 10% reduction from 30 June 2021 level (33% awarded); • Stretch: 15% reduction from 30 June 2021 level (100% awarded); • Pro-rated between each; • Keep LTIFR below the most recently reported annual Department of Mines, Industry Regulation and Safety Reportable LTIs for the Gold Mining Industry (or equivalent if not available); KPI 2: All in sustaining costs relative to guidance: 15% 20% 20% • Adjusted for gold and fuel price: • Threshold: mid-point (0% awarded); • Stretch: at the bottom of range (100% awarded); • Pro-rated up from mid-point to bottom; KPI 3: Production relative to guidance; 15% 20% 15% • Threshold: mid-point (0% awarded); • Stretch: 5% above mid-point (100% awarded); • Pro-rated up from mid-point to 5%; KPI 4: Environmental, social and governance targets: 20% 20% 15% • No significant environmental incidents; • No significant environmental compliance issues; • Development of carbon emission intensity and water use efficiency targets and improvement plans; KPI 5: Resource growth through discovery (assessed 20% 10% 15% potential or actual) or acquisition at the discretion of the Board; and KPI 6: Individual performance targets: 10% 10% 20% Specific individual targets and objectives that are focussed on improving business efficiency and cost management along with other objectives that are commercially confidential. The Board retains discretion to adjust the STI mechanism and amounts. 44 Regis Resources Limited | Annual Report 2021 Remuneration Report (Audited)Component Links to FY22 Performance Long Term Incentives The performance rights issued for FY22 will be subject to a three year vesting period and the following (LTI) 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 31 March 2024 (as per December 2023 Reserve Report) represent of the Company’s ore reserves as at 31 March 2021 (as per December 2020 Reserve Report). 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. Growth in reserves can arise from M&A activity. 3. Production Growth (25%) Annualised gold production as at 30 June 2024 testing date (referencing the then Board approved budget gold production for FY25) exceeds the current approved Regis LOM Base Case Plan by 20%. Growth in production can arise from M&A activity. (i) Represents the maximum award if stretch targets are met. (ii) The Comparator Group, for LTI purposes, from 1 July 2021, will comprise the following gold producers: 1. 2. 3. 4. 5. Evolution Mining Limited Northern Star Resources Limited Perseus Mining Limited Resolute Mining Limited St Barbara Limited 6. Westgold Resources Limited 7. 8. 9. Newcrest Mining Limited Oceana Gold Corporation Limited Silver Lake Resources Limited 10. Gold Road Resources Limited 11. Ramelius Resources Limited 12. West African Resources Regis Resources Limited | Annual Report 2021 45 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: 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 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 If, in the opinion of the board a KMP acts fraudulently or dishonestly, is in material breach of their obligations to the Company, is knowingly involved in a material misstatement of financial statements or engages in behaviour that results in the satisfaction of vesting conditions in circumstances that in the reasonable opinion of the board have caused or are likely to cause long term detriment to the Company, then regardless of whether or not the KMPs employment with the Company has terminated, the Board may: (i) deem any unexercised incentives of the KMP to have lapsed; (ii) adjust the KMPs current or future performance-based remuneration; and (iii) take any other action that the board considers appropriate, including requiring any benefits obtained under an Executive Incentive Plan by the KMP or their nominee to be returned, repaid or cancelled or alter the outcome on them vesting. 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. In FY21, total non-executive directors’ fees paid were $719,415 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. 46 Regis Resources Limited | Annual Report 2021 Remuneration Report (Audited)Key Management Personnel Remuneration Table 1: Remuneration for the year ended 30 June 2021 Post Employ- Long-term Share- based Short Term ment benefits Payment Non- Accrued annual & Termin- Salary & Cash Monetary Super- long service Options & ation Perfor- mance Fees Rewards Benefits* annuation leave# Rights+ payments Total Related 2021 $ Non-executive directors J Mactier(i) F Morgan(ii) 160,000 115,000 S Scudamore(iii) 135,000 L Burnett(iv) R Barwick(v) 125,000 122,000 Executive directors $ - - - - - $ - - - - - $ 15,200 10,925 12,825 11,875 11,590 $ - - - - - $ - - - - - J Beyer 671,084 179,610 3,739 68,495 59,037 470,842 Other executives S Gula J Latto Total 470,969 95,396 387,692 85,410 3,739 3,739 45,980 38,000 41,957 91,814 35,081 158,977 2,186,745 360,416 11,217 214,890 136,075 721,633 $ - - - - - - - - - $ % 175,200 125,925 147,825 136,875 133,590 - - - - - 1,452,807 44.77% 749,855 24.97% 708,899 34.47% 3,630,976 * # + 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 5. Table 5 reflects the realised benefits of share-based payments for the year. (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 below. (ii) Mrs Morgan’s fees include $5,000 for her roles on the committees shown in Table 2 below. (iii) Mr Scudamore’s fees include $25,000 for his roles on the committees shown in Table 2 below. (iv) Mrs Burnett’s fees include $15,000 for her roles on the committees shown in Table 2 below. (v) Mr Barwick’s fees include $12,000 for his roles on the committees shown in Table 2 below. Table 2: Committee membership from 1 July 2020 to 30 June 2021 Director James Mactier Fiona Morgan Steve Scudamore Lynda Burnett Russell Barwick(i) Audit Committee and Community Committee and Diversity Committee Risk, Safety, Environment Remuneration, Nomination ✓ Chairperson ✓ ✓ ✓ ✓ Chairperson ✓ Chairperson ✓ (i) Mr Barwick stepped down from the Remuneration, Nomination and Diversity Committee on 25 November 2020. Table 3: Annual Non-Executive Director fees as at 30 June 2021 Director James Mactier(i) Fiona Morgan Steve Scudamore Lynda Burnett Russell Barwick Total Base Fee(ii) Committee Fees $160,000 $110,000 $110,000 $110,000 $110,000 $600,000 - $5,000 $25,000 $15,000 $10,000 $55,000 Total $160,000 $115,000 $135,000 $125,000 $120,000 $655,000 (i) Mr Mactier’s fees are inclusive of all committee fees. (ii) Base fees are exclusive of superannuation. (iii) Committee membership fees are $5,000 per committee or $10,000 for the committee Chairperson. Regis Resources Limited | Annual Report 2021 47 Remuneration Report (Audited)Table 4: Remuneration for the year ended 30 June 2020 Post Employ- Long-term Share- based Short Term ment benefits Payment Non- Accrued annual & Termin- Salary & Cash Monetary Super- long service Options & ation Perfor- mance Fees Rewards Benefits* annuation leave# Rights+ payments Total Related 2020 $ 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 $ - - - - - - J Beyer 707,134 193,426 P Thomas(vii) 111,844 - Other executives S Gula(viii) J Latto K Massey(ix) 238,277 59,154 405,000 93,130 $ - - - - - - 4,463 1,116 2,232 4,463 $ $ 15,200 10,925 12,110 6,790 3,654 5,009 - - - - - - $ - - - - - - 68,495 64,947 315,905 6,253 (54,347) (387,279) 22,636 38,475 21,375 - 33,333 39,047 Total 2,027,391 345,711 12,274 189,711 34,355 (32,328) - - - 164 (30,953) - $ - - - - - - - - - - - - $ % 175,200 125,925 139,587 78,265 42,116 57,731 - - - - - - 1,354,370 37.61% (322,413) - 343,674 17.21% 613,447 21.55% (30,789) - 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 and 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 and 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 effective from 1 July 2019. The Annual and 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. 48 Regis Resources Limited | Annual Report 2021 Remuneration Report (Audited)Table 5: Voluntary information – Non-IFRS – Remuneration received by executives for the year ended 30 June 2021 The amounts disclosed below as executive KMP remuneration for 2021 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. The value of vested performance rights was determined based on a 5-day VWAP including the date of issue. These performance rights are in relation to the 2019 financial year and were issued in July 2020. Long-term incentives There were no LTI performance rights awarded during the year. Fixed Awarded STI Awarded STI Remuneration $ (cash) $ $ (shares) Awarded LTI Total Value Director Executive directors J Beyer Other executives S Gula J Latto 793,234 193,426 166,299 533,719 441,739 59,154 93,130 - - Total executive KMP 1,768,692 345,710 166,299 Non-executive directors 719,415 - - Total KMP remuneration 2,488,107 345,710 166,299 $ - - - - - - $ 1,152,959 592,873 534,869 2,280,701 719,415 3,000,116 The amounts disclosed above are not the same as the remuneration expensed in relation to each KMP in accordance with the accounting standards ($3,983,075 for 2021, 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. • 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. Regis Resources Limited | Annual Report 2021 49 Remuneration Report (Audited)Table 6: 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 Number of rights to year year % Vested % Forfeited during the during the Incentives Grant Date Grant Date Test Date J Beyer J Latto S Gula Short Term Incentives 12 month service 26 Nov 19 $4.51 1 Jul 20 30,890 - - 100% condition 12 month service 25 Nov 20 $3.67 1 Jul 21 37,816 18,208 11,565 - condition(i) Long Term Incentives Relative TSR Absolute TSR 23 Nov 18 23 Nov 18 Earnings per share 23 Nov 18 Ore reserves McPhillamys Rosemont Underground Relative TSR Absolute TSR 23 Nov 18 23 Nov 18 23 Nov 18 26 Nov 19 26 Nov 19 Earnings per share 26 Nov 19 Ore reserves McPhillamys 26 Nov 19 26 Nov 19 Production growth 26 Nov 19 Relative TSR Ore reserves McPhillamys 25 Nov 20 25 Nov 20 25 Nov 20 $0.77 $0.83 $3.89 $3.89 $3.89 $3.89 $1.73 $1.05 $4.17 $4.17 $4.17 $4.17 $1.85 $3.43 $3.43 30 Jun 21 32,153 30 Jun 21 32,153 30 Jun 21 24,115 30 Jun 21 24,115 30 Jun 21 24,115 30 Jun 21 24,115 - - - - - - 30 Jun 22 25,887 11,669 30 Jun 22 25,887 11,669 30 Jun 22 19,415 30 Jun 22 19,415 30 Jun 22 19,415 30 Jun 22 19,414 8,751 8,751 8,751 8,752 - - - - - - - - - - - - 0% 0% 0% 98% 50% 100% - - - - - - 30 Jun 23 77,177 27,831 33,675 30 Jun 23 38,588 13,915 16,838 30 Jun 23 38,588 13,915 16,838 513,258 132,212 78,916 - - - - - - - - - - - - - - Value of rights granted during the year $546,196 $107,513 $91,814 (i) 50% of the STI’s for the year ended 30 June 2020 was paid in performance rights which vested 12 months after the end of the financial year. In relation to the performance rights granted in November 2018, the three year performance period during which the performance rights were tested ended on 30 June 2021. Any performance rights which did not vest lapsed after testing. There is no re-testing of performance rights. In relation to the performance rights granted in November 2019 and November 2020, there is a three year performance period which ends on 30 June 2022 and 30 June 2023, respectively. 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 41. 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 2020 to 30 June 2023). 90,767 performance rights vested during the year. 50 Regis Resources Limited | Annual Report 2021 Remuneration Report (Audited)Table 7: 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 2021 Granted as Net change 30 June Not 1 July 2020 remuneration Exercised other 2021 Total Exercisable exercisable Rights J Beyer J Latto S Gula 321,089 192,169 (30,890) 58,343 - 73,869 78,915 - - - - - 482,368 59,877 59,877 132,212 78,915 - - - - - - - There were no options granted to KMPs during the year. Table 8: 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 Net change Held at 1 July 2020 options/rights other 30 June 2021 Non-executive directors J Mactier F Morgan S Scudamore L Burnett R Barwick Executive directors J Beyer Other executives S Gula J Latto Total 45,000 510,780 13,813 6,000 - 29,000 2,000 - 606,593 - - - - - - - - - 21,234 18,410 20,671 9,897 5,000 66,234 529,190 34,484 15,897 5,000 51,605 80,605 2,692 - 4,692 - 129,509 736,102 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. 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 2021, services totalling $529,793 (2020: $173,965) 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 2021 was $22,530, 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, 30 August 2021 Regis Resources Limited | Annual Report 2021 51 Remuneration Report (Audited)Auditor’s Independence Declaration 52 Regis Resources Limited | Annual Report 2021 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. 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 2021 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 ii. no contraventions of any applicable code of professional conduct in relation to the audit. KPMG Derek Meates Partner Perth 30 August 2021 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. 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 2021 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 ii. no contraventions of any applicable code of professional conduct in relation to the audit. KPMG Derek Meates Partner Perth 30 August 2021 Financial Statements Consolidated Statement of Comprehensive Income 54 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 55 56 57 58 93 94 Regis Resources Limited | Annual Report 2021 53 Consolidated Statement of Comprehensive Income For the year ended 30 June 2021 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 Finance costs Profit before tax Income tax expense Profit from continuing operations Profit attributable to members of the parent Other comprehensive income Other comprehensive (loss)/income for the period, net of tax Total comprehensive income for the period Note 2 3 2 24 12 18 5 Consolidated 2021 $’000 2020 $’000 819,162 756,657 (582,659) (452,011) 236,503 304,646 (402) (1,365) (4,687) (10,674) (3,934) (767) (770) (610) (2,265) 212,394 (66,196) 146,198 146,198 (3,408) (10,062) (144) (245) (1,052) (1,686) (2,024) 284,660 (85,143) 199,517 199,517 - - 146,198 199,517 Total comprehensive income attributable to members of the parent 146,198 199,517 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 4 4 26.37 39.26 26.32 39.18 (cents per share) The above statement of comprehensive income should be read in conjunction with the accompanying notes. 54 Regis Resources Limited | Annual Report 2021 Consolidated Balance Sheet As at 30 June 2021 Consolidated 2021 $’000 Note 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 Long term borrowings Provisions Lease liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained profits Total equity 7 8 9 19 9 10 12 13 14 11 16 17 11 23 18 17 11 21 21 2020 $’000 192,428 7,799 74,430 270 2,778 242,627 14,832 161,475 183 4,398 423,515 277,705 185,643 335,618 491,702 18,655 794,640 2,688 60,704 63,503 261,676 230,260 2,188 275,939 2,572 38,034 1,889,650 874,172 2,313,165 1,151,877 151,348 325 5,975 24,481 182,129 113,624 293,821 103,921 35,365 546,731 728,860 74,181 7,471 3,994 15,856 101,502 117,408 - 75,845 22,041 215,294 316,796 1,584,305 835,081 1,095,533 435,145 35,157 453,615 1,584,305 31,223 368,713 835,081 The above balance sheet should be read in conjunction with the accompanying notes. Regis Resources Limited | Annual Report 2021 55 Consolidated Statement of Changes in Equity For the year ended 30 June 2021 Note Issued capital $’000 435,145 - - - - - Consolidated Share-based Financial Retained profits/ payment assets (accumulted reserve reserve $’000 29,506 $’000 1,717 - - - 3,934 - - - - - - - - - - - - losses) $’000 Total equity $’000 368,713 835,081 146,198 146,198 - - 146,198 146,198 - 3,934 (61,296) (61,296) - - - 10,206 659,776 (9,594) At 1 July 2020 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 Dividends reinvested Issued capital 24 6 10,206 21 659,776 Shares issue transaction costs (9,594) At 30 June 2021 1,095,533 33,440 1,717 453,615 1,584,305 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 24 6 Shares issued, net of transaction costs At 30 June 2020 434,880 29,362 1,717 250,505 716,464 - - - - - 265 435,145 - - - 144 - - - - - - - - 199,517 199,517 - - 199,517 199,517 - 144 (81,309) (81,309) - 265 29,506 1,717 368,713 835,081 The above statement of changes in equity should be read in conjunction with the accompanying notes. 56 Regis Resources Limited | Annual Report 2021 Consolidated Statement of Cash Flows For the year ended 30 June 2021 Cash flows from operating activities Receipts from gold sales Payments to suppliers and employees Interest received Interest paid Proceeds from rental income Income tax paid Net cash from operating activities Cash flows from investing activities Acquisition of property, plant and equipment Proceeds on disposal of property, plant and equipment Payments for exploration and evaluation Note 7 Consolidated 2021 $’000 2020 $’000 790,619 755,791 (435,767) (348,923) 459 (1,900) - (77,125) 276,286 1,007 (1,105) 35 (63,792) 343,013 (21,139) (51,135) 38 21 (43,899) (37,118) Payments for acquisition of assets (net of cash acquired) 22 (885,001) Payments for acquisition of exploration 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 Net proceeds from borrowings Payment of lease liabilities Net cash generated/(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 (1,036) (8,050) (129,598) - (21,281) (57,307) (77,524) (1,088,685) (244,344) 650,026 (9,594) (51,089) 293,652 (20,397) 862,598 50,199 192,428 242,627 279 (14) (81,309) - (13,894) (94,938) 3,731 188,697 192,428 21 6 18 7 The above statement of cash flows should be read in conjunction with the accompanying notes. Regis Resources Limited | Annual Report 2021 57 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 59 60 60 62 63 64 65 65 66 67 67 67 68 69 71 72 73 75 75 76 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. Tropicana Gold Project Asset Acquisition 23. Deferred Income Tax 24. Share-based Payments 25. Related Parties 26. Parent Entity Information 27. Commitments 28. Contingencies 29. Auditor’s Remuneration 30. Subsequent Events 31. New Accounting Standards and Interpretations 77 77 78 78 81 82 82 83 85 89 90 91 91 91 91 92 58 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements For the year ended 30 June 2021 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 30 August 2021. 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 2020. Refer to Note 31 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 31 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 25. 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 2021 59 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 23 Note 24 Expenses Inventories Exploration and evaluation assets Mine properties Impairment Provisions Deferred income tax Share-based payments Page 63 Page 67 Page 71 Page 73 Page 75 Page 76 Page 83 Page 85 The notes to the financial statements The notes include information which is required to understand the financial statements and is material and relevant to the operations and the financial position and performance of the Group. Information is considered relevant and material if, for example: • • • • the amount is significant due to its size or nature; the amount is important for understanding the results of the Group; it helps to explain the impact of significant changes in the Group’s business; or it relates to an aspect of the Group’s operations that is important to its future performance. The notes are organised into the following sections: • Performance for the year; • Operating assets and liabilities; • Capital structure and 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. 1. 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 three reportable segments which comprise the Duketon Gold Project; being Duketon North Operations (“DNO”), currently comprising Moolart Well, Gloster, Anchor, Dogbolter-Coopers and Petra open-pits, and Duketon South Operations (“DSO”), currently incorporating Garden Well (open-pit and underground), Rosemont (open-pit and underground), Erlistoun, Tooheys Well and Baneygo open-pits. During the period, Regis acquired a 30% interest in the Tropicana Gold Project. Tropicana is operated by joint venture partner AngloGold Ashanti Australia Limited and comprises the Tropicana, Havana and Boston Shaker open-pits and the Boston Shaker underground. 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 (excluding Tropicana due to it being managed by the joint venture partner) and develop mine properties. 60 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements (continued)For the year ended 30 June 20211. Segment Information (continued) The following table presents financial information for reportable segments for the years ended 30 June 2021 and 30 June 2020: Duketon North Duketon South Operations Operations Tropicana(i) Unallocated Total Continuing Operations 2021 $’000 2020 $’000 2021 $’000 2020 $’000 2021 $’000 2020 2021 $’000 $’000 2020 $’000 2021 $’000 2020 $’000 Segment revenue Sales to external customers 186,507 203,384 590,396 552,407 41,932 Other revenue - - - - - Total segment revenue 186,507 203,384 590,396 552,407 41,932 Total revenue per the statement of comprehensive income Interest expense 431 84 668 931 780 Impairment of non-current assets Depreciation and - - amortisation 38,837 17,837 128,152 89,619 21,641 Depreciation capitalised Total depreciation and amortisation recognised in the statement of comprehensive income Segment result Segment net operating profit/ - - - - - - - 327 - 818,835 755,791 866 327 866 327 866 819,162 756,657 819,162 756,657 21 90 1,900 1,105 610 1,686 610 1,686 1,131 1,155 189,761 108,611 (712) (288) 189,049 108,323 (loss) before tax 52,690 78,877 174,634 223,402 6,152 - (21,082) (17,619) 212,394 284,660 Segment assets Segment assets at balance date 118,826 110,192 574,472 551,479 1,043,360 576,507 490,206 2,313,165 1,151,877 Capital expenditure for the year 40,902 23,958 103,462 131,986 15,447(ii) 49,533 45,164 209,344 201,108 (i) Includes two months of P&L activity from 30 April 2021; (ii) Excludes balances acquired on 30 April 2021 (refer Note 22). Regis Resources Limited | Annual Report 2021 61 Notes to the Financial Statements (continued) For the year ended 30 June 20212. 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. Interest Interest income from cash at bank is recognised as it accrues using the effective interest method. Revenue Gold sales Interest Gold Forward Contracts Consolidated 2021 $’000 2020 $’000 818,835 755,791 327 866 819,162 756,657 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 delivery sale price committed sales Mark-to-market Continuing Operations ounces ounces 2021 2020 2021 $/oz 2020 $/oz 2021 $’000 2020 $’000 2021 $’000 2020 $’000 Within one year: - Flat forward contracts 100,000 - 1,571 - 157,114 - (79,142) - - Spot deferred contracts - 399,494 - 1,614 - 644,716 - (388,179) Later than one year but not later than five years: - Flat forward contracts 220,000 - 1,571 - 345,651 - (176,131) - 320,000 399,494 502,765 644,716 (255,273) (388,179) Mark-to-market has been calculated with reference to the following spot price at period end $2,362/oz $2,586/oz Other income/(expenses) Rehabilitation provision adjustment Rental income Exploration rent refunds Other income Other expenses 62 Regis Resources Limited | Annual Report 2021 Consolidated 2021 $’000 (534) 50 - 68 14 (402) 2020 $’000 (210) 35 25 - (1,215) (1,365) Notes to the Financial Statements (continued)For the year ended 30 June 20213. Expenses Accounting Policies Cash costs of production 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(i) Depreciation Consolidated 2021 $’000 2020 $’000 355,220 306,744 38,791 71,016 117,632 582,659 37,361 50,626 57,280 452,011 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 run of mine ore included in the life of mine plan for 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 • Fixtures and fittings: 3 – 20 years • Buildings and infrastructure: 3 – 10 years • Leasehold improvements: 10 years Depreciation methods, useful lives and residual values are reviewed at each reporting date. Amortisation Mine properties are amortised on a unit-of-production basis over the run of mine ore included in the life of mine plan for the mine concerned. Depreciation and amortisation Depreciation expense(i) Amortisation expense(i) Less: Amounts capitalised to exploration projects Consolidated 2021 $’000 72,129 117,632 (712) 2020 $’000 51,331 57,280 (288) Depreciation and amortisation charged to the statement of comprehensive income 189,049 108,323 (i) The increase in depreciation and amortisation charges was predominantly a result of an increase in the underlying Mine Properties assets (Refer Note 14), the Rosemont Underground operations being in commercial production for the full year and the addition of assets associated with the Company’s interest in the Tropicana Gold Project. 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 run of mine ore 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. Regis Resources Limited | Annual Report 2021 63 Notes to the Financial Statements (continued) For the year ended 30 June 20213. Expenses (continued) 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 4. Earnings per Share Accounting Policy Note 24 Consolidated 2021 $’000 2020 $’000 48,985 47,381 4,580 3,934 869 3,161 61,529 (8,686) 4,410 144 1,072 3,979 56,986 (9,628) 52,843 47,358 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 146,198 199,517 Consolidated 2021 $’000 2020 $’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) 508,180 46,233 554,413 - 990 507,869 296 508,165 97 926 Weighted average number of ordinary shares adjusted for the effect of dilution 555,403 509,188 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. 64 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements (continued)For the year ended 30 June 20215. 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 Deferred income tax Relating to the origination and reversal of temporary differences 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 fol-lows: Accounting profit before income tax At the Group’s statutory income tax rate of 30% (2020: 30%) Share-based payments Other non-deductible items Adjustment in respect of income tax of previous years Deductible equity raising costs Consolidated 2021 $’000 2020 $’000 65,941 59,038 255 66,196 26,105 85,143 212,394 63,718 1,180 6 1,292 - 284,660 85,398 4 43 (301) (1) Income tax expense reported in the statement of comprehensive income 66,196 85,143 6. Dividends Declared and paid during the year: Dividends on ordinary shares Final franked dividend for 2020: 8 cents per share (2019: 8 cents per share) Interim franked dividend for 2021: 4 cents per share (2020: 8 cents per share) Consolidated 2021 $’000 2020 $’000 40,814 20,482 61,296 40,654 40,654 81,308 Proposed by the directors after balance date but not recognised as a liability at 30 June: Dividends on ordinary shares Final dividend for 2021: 3 cents per share (2020: 8 cents per share) 22,624 40,668 Dividend franking account Amount of franking credits available to shareholders of Regis Resources Limited for subsequent financial years 101,391 61,321 The ability to utilise the franking credits is dependent upon the ability to declare dividends. Regis Resources Limited | Annual Report 2021 65 Notes to the Financial Statements (continued) For the year ended 30 June 20217. 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 2021, the Group had no undrawn, committed borrowing facilities available (2020: nil). Refer to Note 18. Cash and cash equivalents in the balance sheet and cash flow statement Cash at bank and on hand Consolidated 2021 $’000 242,627 242,627 2020 $’000 192,428 192,428 Restrictions on Cash The Group is required to maintain a minimum cash balance of $50 million in its Proceeds Account with Macquarie Bank Limited. The Group is required to maintain $504,000 (2020: $503,000) 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. Note 15 17 Consolidated 2021 $’000 2020 $’000 146,198 199,517 610 365 (21) - - 3,934 534 1,686 919 130 - (25) 144 210 189,049 108,323 (1,084) (58,076) (1,479) (7,145) 7,229 (3,783) (45) (751) 3,409 (552) (4,754) 3,498 26,105 5,154 276,286 343,013 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 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 66 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements (continued)For the year ended 30 June 2021Operating 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 77. 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. Trade receivables include $3.4 million in relation to gold sales made on 30 June 2021. The only other 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 Gold awaiting settlement GST receivable Fuel tax credit receivable Security deposits for land acquisition Interest receivable Dividend trust account Other receivables 9. Inventories Accounting Policy Consolidated 2021 $’000 3,402 6,804 2,730 160 14 698 1,024 14,832 2020 $’000 - 4,819 1,959 100 28 619 274 7,799 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 2021 $’000 106,854 32,427 8,726 13,468 161,475 2020 $’000 48,545 13,759 8,601 3,525 74,430 185,643 63,503 At 30 June 2021, a portion of Dogbolter, Moolart Well, Erlistoun and Tooheys Well ore stockpiles were written back to net realisable value resulting in an expense totalling $4,346,000 being recognised in cost of goods sold. All other inventories were carried at cost. 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. Regis Resources Limited | Annual Report 2021 67 Notes to the Financial Statements (continued) For the year ended 30 June 20219. 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 it’s 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 Consolidated Net carrying amount at 1 July 2020 52,027 Acquisition – Tropicana Gold Project $’000 (Refer Note 22) Additions Depreciation expense Transfers between classes Rehabilitation provision adjustments Disposals - 3,379 - - - - Land Improvements Equipment Equipment Infrastructure $’000 804 - 4 $’000 84,472 95,598 4,423 $’000 1,364 564 379 $’000 WIP $’000 Total $’000 92,397 30,612 261,676 11,403 2,635 110,200 2,377 8,140 18,702 (254) (20,892) (530) (33,354) - (55,030) - - - 485 35 (49) 17 - (2) 29,793 (30,295) 86 - - - (0) 121 (51) Net carrying amount at 30 June 2021 55,406 554 164,072 1,792 102,702 11,092 335,618 At 30 June 2021 Cost 55,406 1,882 370,752 4,410 219,536 11,092 663,078 Accumulated depreciation - (1,328) (206,680) (2,618) (116,834) - (327,460) Net carrying amount 55,406 554 164,072 1,792 102,702 11,092 335,618 Net carrying amount at 1 July 2019 45,044 Additions 6,983 Depreciation expense Transfers between classes Rehabilitation provision adjustments Disposals - - - - 1,078 25 93,786 8,943 (299) (22,062) - - - 2,185 1,770 (150) 1,070 74,499 27,511 242,988 287 (407) 414 - - 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 68 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements (continued)For the year ended 30 June 202111. AASB 16 Leases Accounting Policy 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. 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. 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. 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. Lease liability recognised Comprising: Current Non-current Consolidated As at As at 30 June 2021 1 July 2020 $’000 $’000 24,481 35,365 59,846 15,856 22,041 37,897 Regis Resources Limited | Annual Report 2021 69 Notes to the Financial Statements (continued) For the year ended 30 June 202111. AASB 16 Leases (continued) 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 2021. Consolidated As at As at 30 June 2021 1 July 2020 Plant & equipment Furniture & equipment Buildings & infrastructure Total right-of-use assets Right-of-Use Assets Balance at 1 July 2020 Depreciation charge for the year Additions to right-of-use assets Acquisition of right-of-use assets – Tropicana Gold Project Balance at 30 June 2021 Balance at 1 July 2019 Depreciation charge for the year Additions to right-of-use assets Balance at 30 June 2020 Amounts Recognised in Profit or Loss Leases under AASB 16 Interest on lease liabilities Expenses relating to short-term leases $’000 41,532 49 19,123 60,704 Note 22 Consolidated Plant & Furniture & Buildings & Equipment Equipment Infrastructure $’000 24,249 (12,780) 7,481 22,582 41,532 18,256 (7,555) 13,548 24,249 $’000 57 (58) 50 - 49 125 (68) - 57 $’000 13,728 (5,574) 3,047 7,922 19,123 15,114 (5,003) 3,617 13,728 Consolidated 2021 $’000 1,235 44 $’000 24,249 57 13,728 38,034 Total $’000 38,034 (18,412) 10,578 30,504 60,704 33,945 (12,625) 17,165 38,034 2020 $’000 1,068 63 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 2021 totalled $348,903,103(i) (2020: $326,776,000). Amounts Recognised in Statement of Cash Flows Total cash outflow for leases under AASB 16 (i) Includes non-lease components such as labour. Consolidated 2021 $’000 20,397 2020 $’000 13,894 70 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements (continued)For the year ended 30 June 202112. Exploration and Evaluation Assets Accounting Policy Exploration and evaluation expenditure is accumulated on an area of interest basis. Exploration and evaluation assets include the costs of acquiring licences, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Expenditure is carried forward when incurred in areas for which the Group has rights of tenure and where economic mineralisation is indicated, but activities have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing. Costs incurred before the Group has obtained the legal rights to explore an area are recognised in the statement of comprehensive income. Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mine properties under development. No amortisation is charged during the exploration and evaluation phase. Reconciliation of movements during the year Balance at 1 July Expenditure for the period Acquisition of exploration & evaluation assets – Tropicana Acquisition of tenements(i) Impairment Transferred to mine properties under development Balance at 30 June Note 22 15 13 Consolidated 2021 $’000 230,260 46,509 213,300 10,648 (610) (8,405) 491,702 2020 $’000 185,748 37,326 - 21,402 (1,686) (12,530) 230,260 (i) On 2 September 2020 the Company acquired a resource and tenement package from Brightstar Resources Limited (ASX: BTR), formerly Stone Resources Australia Limited (ASX: SHK), for $9.75 million in Regis shares and a cash consideration of $0.25 million. Impairment 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. Carrying value by area of interest Duketon North Operations Duketon South Operations Duketon Gold Project satellite deposits Regional WA exploration NSW exploration Tropicana Gold Project 20,631 54,310 12,539 41,437 148,259 214,526 491,702 15,796 31,952 8,408 37,841 136,263 - 230,260 Key estimates and assumptions Impairment of exploration and evaluation assets The future recoverability of capitalised exploration and evaluation expenditure is dependent upon a number of factors, including wheth-er 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. Regis Resources Limited | Annual Report 2021 71 Notes to the Financial Statements (continued) For the year ended 30 June 202112. Exploration and Evaluation Assets (continued) 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 2021 $’000 2,686 2020 $’000 1,906 The tenement commitments shown above represent the minimum required to be spent on all granted tenements as at reporting date. Actual expenditure will vary as a result of ongoing management of the tenement portfolio including reductions and relinquishment of tenements not considered prospective, in whole or in part. Tenement commitments are shown gross of exemptions that are likely to be available in the ordinary course of business as the financial impact of potential exemptions cannot be measured reliably in advance. 13. Mine Properties under Development Accounting Policy Mine properties under development represents the costs incurred in preparing mines for production and includes plant and equipment under construction and operating costs incurred before production commences. These costs are capitalised to the extent they are expected to be recouped through the successful exploitation of the related mining leases. Once production commences, these costs are transferred to property, plant and equipment and mine properties, as relevant, and are depreciated and amortised using the units-of- production method based on the estimated run of mine ore included in the life of mine plan 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 2021 $’000 2,188 8,062(ii) 8,405 - - 18,655 2020 $’000 44,163 45,649(i) 12,530 (9,427) (90,727)(i) 2,188 (i) Costs associated with Dogbolter-Coopers, Petra, Baneygo and Rosemont Underground net of $21.2 million in pre-production sales. (ii) Costs associated with Garden Well Underground. 72 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements (continued)For the year ended 30 June 2021Notes to the Financial Statements (continued) For the year ended 30 June 2021 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 run of mine ore included in the life of mine plan 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 run of mine ore included in the life of mine plan), on a unit of production basis. The unit of account is tonnes of ore mined. Capital development costs Costs associated with extraction of waste material in order to gain access to the ore at underground mining operations are considered capital development costs. Capital development costs are stated at cost, less accumulated amortisation and accumulated impairment losses. The capital development asset is amortised over the expected recoverable ounces of the mine concerned. The unit of account is ounces recovered. 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. Regis Resources Limited | Annual Report 2021 73 14. Mine Properties (continued) Other mine properties are amortised on a unit-of-production basis over the run of mine ore included in the life of mine plan of the mine concerned. The unit of account is tonnes of ore milled. Net carrying amount at 1 July 2020 Additions Acquisition – Tropicana Gold Project (Note 22) Transfers from pre-production Rehabilitation provision adjustment Amortisation expense Net carrying amount at 30 June 2021 At 30 June 2021 Cost Accumulated amortisation Net carrying amount 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 Production Pre-strip Capital Consolidated Stripping Costs $’000 94,726 53,924 - - - Costs $’000 91,528 44,027 Development $’000 35,757 29,716 Other Mine Properties $’000 53,928 - Total $’000 275,939 127,667 - - - - - - 509,338 509,338 - (672) - (672) (28,776) 119,874 (37,196) 98,359 (19,425) 46,048 (32,235) (117,632) 530,359 794,640 219,912 (100,038) 119,874 60,673 47,009 7,760 - (20,716) 94,726 165,988 (71,262) 94,726 233,705 (135,346) 98,359 82,080 16,080 21,608 - (28,240) 91,528 189,678 (98,150) 91,528 65,949 (19,901) 46,048 - 2,573 33,660 - (476) 646,759 1,166,325 (116,400) (371,685) 530,359 794,640 24,960 167,713 - 27,699 9,117 65,662 90,727(i) 9,117 (7,848) (57,280) 35,757 53,928 275,939 36,233 (476) 35,757 138,093 529,993 (84,165) (254,054) 53,928 275,939 (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. 74 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements (continued)For the year ended 30 June 202115. 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 Consolidated 2021 $’000 610 2020 $’000 1,686 Note 12 An impairment loss of $610,000 (2020: $1,686,000) has been recognised in relation to tenements that were surrendered, relinquished or expired during the year. 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 (including stamp duty) Consolidated 2021 $’000 30,833 56,484 4,090 59,941 151,348 2020 $’000 30,178 28,343 3,886 11,774 74,181 Regis Resources Limited | Annual Report 2021 75 Notes to the Financial Statements (continued) For the year ended 30 June 202117. 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 raised during the year Provisions used during the year Provisions re-measured during the year Unwinding of discount Balance at 30 June Consolidated 2021 $’000 698 252 5,025 5,975 1,453 102,468 103,921 76,985 30,364 (203) (18) 365 107,493 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 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. 76 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements (continued)For the year ended 30 June 2021Capital 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 consistently monitor future cash flows against expected expenditures. 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. 18. Net Debt and Finance Costs The carrying amounts of the Group’s current and non-current borrowings approximate their fair value. Current interest-bearing liabilities Lease liabilities Non-current interest-bearing liabilities Lease liabilities Secured bank loan (i) Net of capitalised borrowing costs and interest of $6.3 million. Interest-Bearing Liabilities Finance costs Interest expense Unwinding of discount on provisions Secured Bank Loan Note 11 11 Consolidated 2021 $’000 24,481 24,481 35,365 293,821(i) 329,186 Consolidated 2021 $’000 1,900 365 2,265 2020 $’000 15,856 15,856 22,041 - 22,041 2020 $’000 1,105 919 2,024 During the year, the Group entered into a secured Syndicated Facility Agreement with Bank of America for the acquisition of the Tropicana Gold Project. The terms of the facility include: • A Syndicated Debt Facility of $300 million; • First ranking security over the assets of Regis Resources Limited, AFB Resources Pty Ltd, AFB Resources SPV Pty Ltd, Duketon Resources Pty Ltd and LFB Resources NL; • Maturity of three years from Financial Close (31 May 2021); • Bullet repayment on maturity; • Floating interest rate (range of BBSY + 180bps to 220bps dependent on Net Leverage Ratio); • Interest Cover and Net Leverage Ratio financial covenants; • Voluntary repayment can be made anytime subject to compliance with the loan agreement. Subsequent to the end of the period, the Company worked with Bank of America to syndicate this debt to Macquarie Bank Limited, HSBC, National Australia Bank and Westpac. Regis Resources Limited | Annual Report 2021 77 Notes to the Financial Statements (continued) For the year ended 30 June 202118. Net Debt and Finance Costs (continued) Transaction costs Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of borrowings using the effective interest rate method. Fees paid on establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the drawdown occurs and amortised over the period of the remaining facility. Unwinding of discount on provisions The unwinding of discount on provisions represents the cost associated with the passage of time. Rehabilitation provisions are recognised at the discounted value of the present obligation to restore, dismantle and rehabilitate each mine site with the increase in the provision due to the passage of time being recognised as a finance cost in accordance with the policy described in Note 17. 19. Financial 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 2021 $’000 2020 $’000 Current Financial assets at amortised cost – term deposit 183 270 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. 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. 78 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements (continued)For the year ended 30 June 202120. Financial Risk Management (continued) 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. 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 and meeting debt covenant compliance which 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 2021 ($’000) Carrying Contractual 6 mths or More than amount cash-flows less 6-12 mths 1-2 years 2-5 years 5 years Trade and other payables 147,258 (147,258) (147,258) - - - - Lease liabilities Secured bank loan Total 59,846 (63,264) (14,649) (11,271) (15,155) (16,183) (6,006) 293,821 (317,114) (2,852) (2,852) (5,705) (305,705) - 500,925 (527,636) (164,759) (14,123) (20,860) (321,888) (6,006) 30 June 2020 ($’000) Trade and other payables Lease liabilities Total Assets pledged as security Carrying Contractual 6 mths or More than amount cash-flows less 6-12 mths 1-2 years 2-5 years 5 years 69,949 37,897 (69,949) (69,949) - - (39,288) (8,602) (8,389) (14,177) 107,846 (109,237) (78,551) (8,389) (14,177) - (8,120) (8,120) - - - Members of the Regis Group (being Regis Resources Limited, AFB Resources Pty Ltd, AFB Resources SPV Pty Ltd, Duketon Resources Pty Ltd and LFB Resources NL) have granted an all-asset security including guarantees in respect of amounts outstanding under the Syndicated Facility Agreement and in respect of the Company’s hedging obligations with Macquarie Bank Limited. The Group is also required to comply with covenants under the Common Terms Deed with Macquarie Bank Limited. The lease liabilities are secured by the related assets. Ownership of the assets remains with the original equipment suppliers until all contractual payments have been made. Financial guarantee liabilities As at 30 June 2021, the Group did not have any financial guarantee liabilities (2020: Nil). Regis Resources Limited | Annual Report 2021 79 Notes to the Financial Statements (continued) For the year ended 30 June 202120. Financial Risk Management (continued) 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 exposed to interest rate risk through its borrowings and 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. • 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. 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 Secured bank loan Consolidated 2021 $’000 183 (59,846) (59,663) 242,627 (293,821) (51,194) 2020 $’000 270 (37,897) (37,627) 192,302 - 192,302 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 change of 100 basis points in interest rates at the reporting date would have increased/(decreased) profit or loss before tax by the amount shown below. The analysis assumes that all other variables remain constant. Interest Expense Increase 1.0% Decrease 1.0% Consolidated 2021 $’000 (252) 252 2020 $’000 - - 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. 80 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements (continued)For the year ended 30 June 202120. Financial Risk Management (continued) 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. 21. 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 2019 Issued on exercise of options Transaction costs At 30 June 2020 Issued on exercise of options Dividend reinvestment Issued on acquisition (Stone Resources Australia Limited) Issued on acquisition (Tropicana 30% interest) Transaction costs At 30 June 2021 Consolidated 2021 $’000 2020 $’000 1,095,533 435,145 No. shares (‘000s) $’000 507,869 434,880 311 - 279 (14) 508,180 435,145 836 2,552 1,823 - 10,206 9,750 240,750 650,026 - (9,594) 754,141 1,095,533 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. Regis Resources Limited | Annual Report 2021 81 Notes to the Financial Statements (continued) For the year ended 30 June 2021 21. Issued Capital and Reserves (continued) Balance at 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 and 1 July 2020 Net gain on financial instruments recognised in equity Tax effect of transfers and revaluations Share-based payment expense Balance at 30 June 2021 Nature and Purpose of Reserves Share-based payment reserve Share-based Financial Total payment reserve assets reserve Reserves $’000 29,362 - - 144 29,506 - - 3,934 33,440 $’000 1,717 - - - 1,717 - - - 1,717 $’000 31,079 - - 144 31,223 - - 3,934 35,157 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. Other Disclosures This section provides information on items which require disclosure to comply with Australian Accounting Standards and other regulatory pronouncements. 22. Tropicana Gold Project Asset Acquisition During the year, Regis acquired a 30% non-operator interest in the Tropicana Gold Project located in the Albany-Fraser Belt, approximately 330 kilometres north-east of Kalgoorlie in Western Australia. Tropicana is operated by joint venture partner AngloGold Ashanti Australia Limited and contains the Tropicana, Havana and Boston Shaker open pits and the Boston Shaker underground operation. The Tropicana acquisition had an acquisition date for accounting purposes of 30 April 2021. The Tropicana Joint Venture (JV) in Western Australia was formed in 2002 between AngloGold Ashanti Australia Ltd (70% and manager) and Independence Group NL - IGO (30%) and as of 31 May 2021, Regis Resources Ltd acquired the IGO 30% stake. Tropicana is on the western edge of the Great Sandy Desert in Western Australia, approximately 1,000 kilometres east north east of Perth. Tropicana holds the mineral rights to approximately 2,600 square kilometres of WA exploration tenements that are held in a JV agreement between Regis (30%) and Joint Venture manager AngloGold Ashanti Australia Limited (70%). As at 31 December 2020, Tropicana Mineral Resources Estimate was 7.64 million ounces (100%) and 2.29 million ounces (30%). Tropicana Ore Reserve Estimate was 2.69 million ounces (100%) and 0.81 million ounces (30%) (refer to ASX Announcement dated 15 June 2021 ‘Mineral Resource and Ore Reserve Growth with the Inclusion of Tropicana’ for full details). Cash Paid to IGO Purchase cost (including transaction costs) at 30 April 2021 Less: Regis transaction costs May 2021 net revenue adjustments Cash acquired on acquisition Payment for acquisition of assets (net of cash acquired) at 31 May 2021 $’000 947,509 (46,994) (11,936) (3,578) 885,001 The group has determined that the transaction does not constitute a business combination in accordance with AASB 3 Business Combinations. The acquisition of the net assets has therefore been accounted for, as an asset acquisition. When an asset acquisition does not constitute a business combination, the assets and liabilities are allocated a carrying amount based on their relative fair values in an asset purchase transaction. 82 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements (continued)For the year ended 30 June 202122. Tropicana Gold Project Asset Acquisition (continued) The value of the assets acquired and liabilities assumed has been allocated on a Fair Value basis. Details of the purchase consideration and the net assets acquired are as follows: Net Assets Acquired Cash and cash equivalents Trade and Other Receivables Inventory Property Plant and Equipment Right-of-use Asset Exploration & Evaluation Asset Mine Properties Total Assets Trade and Other Payables Lease Liability Rehabilitation Liabilities Total Liabilities Total Purchase Consideration 23. Deferred Income Tax Accounting Policy Note 10 11 12 14 11 17 $’000 3,578 2,332 157,346 110,200 30,504 213,300 509,338 1,026,598 (18,221) (30,504) (30,364) (79,089) 947,509 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 2021 there are no unrecognised temporary differences associated with the Group’s investment in subsidiaries (2020: $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. Regis Resources Limited | Annual Report 2021 83 Notes to the Financial Statements (continued) For the year ended 30 June 202123. Deferred Income Tax (continued) Deferred income tax at 30 June relates to the following: Consolidated Deferred tax liabilities Receivables Inventories Borrowing costs 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 Share issue costs 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 2021 $’000 691 (2,022) (119) 159 15,027 53,800 - 88,103 155,639 (42,015) 113,624 6,107 32,602 168 (4,337) 3,231 4,244 42,015 (42,015) - (117,408) (255) 4,038 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) - Closing balance at 30 June – net deferred tax (liabilities)/assets (113,624) (117,408) 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. 84 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements (continued)For the year ended 30 June 202123. Deferred Income Tax (continued) 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. 24. 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 Consolidated 2021 $’000 3 3,931 3,934 2020 $’000 (91) 235 144 There have been no cancellations or modifications to any of the plans during the current or prior years. Employee Share Option Plan (ESOP) The Company has one ESOP, being the Regis Resources Limited 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. Regis Resources Limited | Annual Report 2021 85 Notes to the Financial Statements (continued) For the year ended 30 June 202124. Share-based Payments (continued) 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 545,000 $3.9000 1,625,000 2021 No. WAEP 2020 No. 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 - - - - (545,000) $3.9000 - - - - - - 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 WAEP $3.6923 - $3.9000 $3.4185 $1.4000 $3.9000 - 2020 $5.48 1 year - (400,000) (675,000) (5,000) 545,000 (50,000) 2021 $5.41 n/a $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 2021 and 30 June 2020. Performance Rights FY19 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 were reversed in FY20. 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 were reversed in FY19. 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 Tranche C 20% of the Performance Rights The Company’s absolute TSR measured against specific thresholds 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. 86 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements (continued)For the year ended 30 June 202124. 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) Commencement of measurement period Test date Remaining 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 1 July 2018 1 July 2018 1 July 2018 30 June 2021 30 June 2021 30 June 2021 Nil Nil Nil The fair value of the Performance Rights granted during FY19 was $426,480 and the weighted average fair value was $2.65. FY20 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 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 Tranche A Tranche B Tranche C Weighting Performance Conditions 20% of the Performance Rights The Company’s relative total shareholder return (“TSR”) measured against the TSR’s of 12 comparator mining companies 20% of the Performance Rights The Company’s absolute TSR measured against specific thresholds 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 in FY20 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). The following table 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 Remaining performance period (years) Tranche A & B Tranche C & D Tranche E & F Tranche G STI LTI 26 November 2019 26 November 2019 26 November 2019 26 November 2019 26 November 2019 $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 30 June 2022 30 June 2022 30 June 2022 1 July 2019 1 July 2020 1 July 2019 30 June 2023 1 1 1 Nil 2 The fair value of the Performance Rights granted during FY20 was $3,178,560 and the weighted average fair value was $4.16 (Tranche A-F: $574,477, $3.06, and Tranche G: $2,604,083, $4.51). Regis Resources Limited | Annual Report 2021 87 Notes to the Financial Statements (continued) For the year ended 30 June 202124. Share-based Payments (continued) FY21 Performance Rights In November 2020, a total of 277,364 Performance Rights were granted to the Chief Executive Officer and Managing Director, Mr Jim Beyer (154,353), and to executives Mr Stuart Gula (67,350) and Mr Jon Latto (55,661), in the form of long-term incentives (LTI’s) under the Group’s EIP. The performance conditions that the Board has determined will apply to the Performance Rights are summarised below: Tranche Weighting Performance Conditions Tranche A 50% of the Performance Rights The Company’s relative total shareholder return (RTSR) measured against the RTSRs of 12 comparator mining companies Tranche D Tranche E 25% of the Performance Rights The Company’s life of mine reserves growth in excess of depletion 25% of the Performance Rights McPhillamys Project targets as determined by the Board The fair value at grant date of Tranche A, which has market-based performance conditions, 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 D and E, which have non-market- based performance conditions. In November 2020, a total of 67,589 Performance Rights were granted to the Chief Executive Officer and Managing Director, Mr Jim Beyer (37,816), and to executives Mr Stuart Gula (11,565) and Mr Jon Latto (18,208) in the form of short-term incentives (STI’s) under the Group’s EIP. The performance conditions that the Board has determined will apply to the Performance Rights are summarised below: Tranche Weighting Performance Conditions Tranche G 100% of the Performance Rights Mr Jim Beyer, Mr Jon Latto and Mr Stuart Gula being an employee of the company as at 1 July 2021 The fair value at grant date of Tranche G, which has non-market based performance conditions, was estimated using a Black Scholes option pricing model. In September 2020, 592,447 Performance Rights were granted to employees in the form of short-term incentives (STI’s) under the Group’s EIP The performance conditions that the Board has determined will apply to the Performance Rights are summarised below: Tranche Weighting Performance Conditions Tranche H 100% of the Performance Rights Employee being employees of the company as at 11 December 2020 The fair value at grant date of Tranche H, which has non-market based performance conditions, was estimated using a Black Scholes option pricing model. 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 Remaining performance period (years) Tranche A Tranche D Tranche E Tranche G Tranche H 25 November 2020 25 November 2020 25 November 2020 25 November 2020 14 September 2020 $3.75 Nil 3.50% 0.11% 45% 3 $3.75 Nil 3.50% 0.11% 45% 3 $3.75 Nil 3.50% 0.11% 45% 3 $3.75 Nil 3.50% 0.09% 45% 0.6 $5.34 Nil 3.50% 0.22% 45% 0.2 1 July 2020 1 July 2020 1 July 2020 25 November 2020 14 September 2020 30 June 2023 30 June 2023 30 June 2023 1 July 2021 11 December 2020 2 2 2 Nil Nil The fair value of the Performance Rights granted during the year was $4,117,748 and the weighted average fair value was $4.39 (Tranche A,D and E: $731,827, $2.64, Tranche G: $248,322, $3.67 and Tranche H: $3,137,599, $5.30). 88 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements (continued)For the year ended 30 June 202124. Share-based Payments (continued) Summary of Performance Rights Outstanding at the beginning of the year Granted during the year Forfeited during the year Issued during the year Vested and unissued during the year Outstanding at the end of the year Weighted average share price at the date of issue Weighted average remaining contractual life Weighted average fair value of Performance Rights granted during the year Key estimates and assumptions Share-based payments 2021 925,560 937,401 (226,195) (685,052) (59,877) 891,837 $3.59 2 years $4.39 2020 559,185 764,794 (398,419) - - 925,560 - 2 years $4.16 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. 25. Related Parties Key Management Personnel Compensation The key management personnel compensation included in employee benefits expense (Note 3) and share-based payments (Note 24), is as follows: Short-term employee benefits Post-employment benefits Long-term benefits Share-based payment Total compensation Consolidated 2021 $’000 2020 $’000 2,558,379 2,039,665 214,890 136,075 721,634 189,711 34,355 203,311 3,630,977 2,467,042 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. 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 AFB Resources SPV Pty Ltd AFB Resources Pty Ltd Country of Incorporation Australia Australia Australia Australia Australia Australia % Equity Interest Investment $’000 2021 100% 100% 100% 100% 100% 100% 2020 100% 100% 100% 100% n/a n/a 2021 30,575 - - 2020 30,575 - - 73,941 73,941 - - - - 104,516 104,516 Regis Resources Limited | Annual Report 2021 89 Notes to the Financial Statements (continued) For the year ended 30 June 202125. Related Parties (continued) Ultimate Parent Regis Resources Limited is the ultimate Australian parent entity and the ultimate parent entity of the Group. Transactions with Related Parties A loan is made by the Company to Duketon Resources Pty Ltd 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 Pty Ltd has no fixed date of repayment and is non-interest-bearing. As at 30 June 2021, the balance of the loan receivable was $39,892,000 (2020: $30,935,000). A loan is made by the Company to LFB Resources NL and represents the subsidiary’s share of payments for exploration and evaluation expenditure. The loan outstanding between the Company and LFB Resources NL has no fixed date of repayment and is non-interest- bearing. As at 30 June 2021, the balance of the loan receivable was $112,134,000 (2020: $98,508,000). During the year, a loan was made by the Company to AFB Resources Pty Ltd and represents the Company’s share in the Tropicana Gold Project. The loan outstanding between the Company and AFB Resources Pty Ltd has no fixed date of repayment and is non-interest- bearing. As at 30 June 2021, the balance of the loan receivable was $615,541,000. Transactions With Key Management Personnel For the year ended 30 June 2021, services totalling $529,793 (2020: $173,965) 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 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 2021 was $22,530 (2020: $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. 26. Parent Entity Information The following details information related to the parent entity, Regis Resources Limited, at 30 June 2021. 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 Reserves Retained profits Total equity Net profit for the year Other comprehensive income for the period Total comprehensive income for the period Consolidated 2021 $’000 353,503 1,538,100 1,891,603 106,041 169,586 275,627 1,095,533 35,157 485,286 1,615,976 2020 $’000 277,055 878,338 1,155,393 101,486 185,320 286,806 435,145 31,223 402,219 868,587 144,363 196,670 - - 144,363 196,670 Members of the Regis Group (being Regis Resources Limited, AFB Resources Pty Ltd, AFB Resources SPV Pty Ltd, Duketon Resources Pty Ltd and LFB Resources NL) have granted an all-asset security including guarantees in respect of amounts outstanding under the Syndicated Facility Agreement and in respect of the Company’s hedging obligations with Macquarie Bank Limited. Total exploration expenditure commitments (Note 12) are $2,686,000 of which $672,000 is incurred by the parent entity. 90 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements (continued)For the year ended 30 June 202127. Commitments The Group has exploration expenditure commitments as disclosed in Note 12. 28. Contingencies As at 30 June 2021, the Group did not have any material contingent assets or liabilities (30 June 2020: nil). 29. Auditor’s Remuneration Audit services KPMG Australia Consolidated 2021 $ 2020 $ Audit and review of financial statements 377,020 260,708 Assurance services Regulatory assurance services Other assurance services Other services Other advisory services Taxation compliance services Total KPMG remuneration Other auditors Other audit services 30. Subsequent Events Dividends 4,658 20,700 37,778 - - - 9,100 55,890 440,156 325,698 50,770 - On 30 August 2021, the directors proposed a final dividend on ordinary shares in respect of the 2021 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. Regis Resources Limited | Annual Report 2021 91 Notes to the Financial Statements (continued) For the year ended 30 June 202131. New Accounting Standards and Interpretations 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 2021 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 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 AASB2020-1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-current The amendments require a liability be classified as current when companies do not have a substantive right to defer settlement at the end of the reporting period. AASB 2020-6 defers the mandatory effective date of amendments that were originally made in AASB 2020-1 so the amendments are required to be applied for annual reporting periods beginning on or after 1 January 2023 instead of 1 January 2022. Application date of Standard: 1 January 2023 Application date for Group: 1 July 2023 AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting Estimates The amendments provide a definition of and clarifications on accounting estimates and clarify the concept of materiality in the context of disclosure of accounting policies. Application date of Standard: 1 January 2023 Application date for Group: 1 July 2023 92 Regis Resources Limited | Annual Report 2021 Notes to the Financial Statements (continued)For the year ended 30 June 2021Directors’ 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 Group are in accordance with the Corporations Act 2001, including: (i) Giving a true and fair view of the Group’s financial position as at 30 June 2021 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 2021. 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, 30 August 2021 Regis Resources Limited | Annual Report 2021 93 Independent Auditor’s Report 94 Regis Resources Limited | Annual Report 2021 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Report To the shareholders of Regis Resources Limited Report on the audit of the Financial Report Opinion We have audited the Financial Report of Regis Resources Limited (the Company). In our opinion, the accompanying Financial Report of the Company 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 2021 and of its financial performance for the year ended on that date; and • complying with Australian Accounting Standards and the Corporations Regulations 2001. The Financial Report comprises the: • Consolidated Balance Sheet as at 30 June 2021 • Consolidated statement of comprehensive income, Consolidated statement of changes in equity, and Consolidated statement of cash flows for the year then ended • Notes including a summary of significant accounting policies • Directors’ Declaration. The Group consists of the Company and the entities it controlled at the year-end or from time to time during the financial year. Basis for opinion 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. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code. Key Audit Matters The Key Audit Matters we identified are: • Tropicana Asset Acquisition; • Valuation and classification of non-current ore stockpiles; and • Valuation of exploration and evaluation assets. Key Audit Matters are those matters that, in our 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 global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Report To the shareholders of Regis Resources Limited Report on the audit of the Financial Report Opinion We have audited the Financial Report of Regis Resources Limited (the Company). In our opinion, the accompanying Financial Report of the Company 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 2021 and of its financial performance for the year ended on that date; and • complying with Australian Accounting Standards and the Corporations Regulations 2001. The Financial Report comprises the: • Consolidated Balance Sheet as at 30 June 2021 • Consolidated statement of comprehensive income, Consolidated statement of changes in equity, and Consolidated statement of cash flows for the year then ended • Notes including a summary of significant accounting policies • Directors’ Declaration. The Group consists of the Company and the entities it controlled at the year-end or from time to time during the financial year. Basis for opinion 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. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code. Key Audit Matters The Key Audit Matters we identified are: • Tropicana Asset Acquisition; • Valuation and classification of non-current ore stockpiles; and • Valuation of exploration and evaluation assets. Key Audit Matters are those matters that, in our 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 global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Report To the shareholders of Regis Resources Limited Report on the audit of the Financial Report Opinion We have audited the Financial Report of Regis Resources Limited (the Company). In our opinion, the accompanying Financial Report of the Company 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 2021 and of its financial performance for the year ended on that date; and • complying with Australian Accounting Standards and the Corporations Regulations 2001. The Financial Report comprises the: • Consolidated Balance Sheet as at 30 June 2021 • Consolidated statement of comprehensive income, Consolidated statement of changes in equity, and Consolidated statement of cash flows for the year then ended • Notes including a summary of significant accounting policies • Directors’ Declaration. The Group consists of the Company and the entities it controlled at the year-end or from time to time during the financial year. Basis for opinion 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. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code. Key Audit Matters The Key Audit Matters we identified are: • Tropicana Asset Acquisition; • Valuation and classification of non-current ore stockpiles; and • Valuation of exploration and evaluation assets. Key Audit Matters are those matters that, in our 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. Independent Auditor’s Report (continued) Regis Resources Limited | Annual Report 2021 95 Tropicana Asset Acquisition A$947,509,000 Refer to Note 22 to the Financial Report. The key audit matter How the matter was addressed in our audit The Group’s acquisition of its 30% non-operator interest in the Tropicana Gold Project (Tropicana) on 30 April 2021 (the acquisition date) for $947,509,000 was a significant transaction for the Group. This is a key audit matter due to: • The size and nature of the transaction having a pervasive impact on the Group’s financial statements; • The level of judgement used by the Group in determining the accounting approach required as either a business combination (in accordance with AASB 3 Business Combinations) or an asset acquisition. The difference in the accounting for the acquisition as a business or an asset is significant and could impact the recognition and measurement of amounts reported in the Financial Report; • The level of judgement used by the Group to determine the date of acquisition. A different acquisition date could significantly impact the amounts recorded in the Financial Report. • Judgements made by the Group relating to the purchase price allocation. The Group engaged an external expert to assist in performing a valuation assessment, which included the identification and measurement of acquired assets and liabilities. The most significant assumptions the Group applied in its assessment of the allocation of purchase consideration was the fair value of mine properties and exploration and evaluation assets acquired, which included: o Life of mineral reserves and resources estimates; and o Reserve and resource multiples. These conditions required significant audit effort and greater involvement by senior team members and our valuation specialists. Our procedures included: • We read the Asset Sale Agreement related to the acquisition to understand the structure, key terms and conditions, and nature of the purchase consideration. Using this, we evaluated the accounting treatment of the purchase consideration and transaction costs against the criteria in the accounting standards. • We involved senior audit team members to assess the accounting treatment for the transaction as an asset acquisition. We analysed the conclusions reached by the Group comparing to accounting interpretations, industry practice and accounting literature. • We challenged and assessed the Group’s evaluation of the acquisition date against the criteria in the accounting standards. We focussed on the Group’s evaluation of the satisfaction of conditions precedent under the Asset Sale Agreement. • We assessed the scope, competence and objectivity of the Group’s external expert involved in estimating the purchase price allocation. • We read the external valuation report and worked with our valuation specialists to assess and challenge the key assumptions used in the purchase price allocation. We challenged the Group’s approach and methodology to valuing the identified mineral interest in comparison with accepted industry practice and the requirements of the accounting standards. • We assessed the scope, competence and objectivity of the Group’s external expert involved in the estimation of mineral reserves and resources. • We assessed the reasonableness of reserve and resource multiples applied by comparing them to recent transactions and comparable companies. • We assessed the Group’s disclosures of the quantitative and qualitative considerations in relation to the asset acquisition, by comparing these disclosures to our understanding of the acquisition and the requirements of the accounting standards. Tropicana Asset Acquisition A$947,509,000 Refer to Note 22 to the Financial Report. The key audit matter How the matter was addressed in our audit The Group’s acquisition of its 30% non-operator interest in the Tropicana Gold Project (Tropicana) on 30 April 2021 (the acquisition date) for $947,509,000 was a significant transaction for the Group. This is a key audit matter due to: • The size and nature of the transaction having a pervasive impact on the Group’s financial statements; • The level of judgement used by the Group in determining the accounting approach required as either a business combination (in accordance with AASB 3 Business Combinations) or an asset acquisition. The difference in the accounting for the acquisition as a business or an asset is significant and could impact the recognition and measurement of amounts reported in the Financial Report; • The level of judgement used by the Group to determine the date of acquisition. A different acquisition date could significantly impact the amounts recorded in the Financial Report. • Judgements made by the Group relating to the purchase price allocation. The Group engaged an external expert to assist in performing a valuation assessment, which included the identification and measurement of acquired assets and liabilities. The most significant assumptions the Group applied in its assessment of the allocation of purchase consideration was the fair value of mine properties and exploration and evaluation assets acquired, which included: o Life of mineral reserves and resources estimates; and o Reserve and resource multiples. These conditions required significant audit effort and greater involvement by senior team members and our valuation specialists. Our procedures included: • We read the Asset Sale Agreement related to the acquisition to understand the structure, key terms and conditions, and nature of the purchase consideration. Using this, we evaluated the accounting treatment of the purchase consideration and transaction costs against the criteria in the accounting standards. • We involved senior audit team members to assess the accounting treatment for the transaction as an asset acquisition. We analysed the conclusions reached by the Group comparing to accounting interpretations, industry practice and accounting literature. • We challenged and assessed the Group’s evaluation of the acquisition date against the criteria in the accounting standards. We focussed on the Group’s evaluation of the satisfaction of conditions precedent under the Asset Sale Agreement. • We assessed the scope, competence and objectivity of the Group’s external expert involved in estimating the purchase price allocation. • We read the external valuation report and worked with our valuation specialists to assess and challenge the key assumptions used in the purchase price allocation. We challenged the Group’s approach and methodology to valuing the identified mineral interest in comparison with accepted industry practice and the requirements of the accounting standards. • We assessed the scope, competence and objectivity of the Group’s external expert involved in the estimation of mineral reserves and resources. • We assessed the reasonableness of reserve and resource multiples applied by comparing them to recent transactions and comparable companies. • We assessed the Group’s disclosures of the quantitative and qualitative considerations in relation to the asset acquisition, by comparing these disclosures to our understanding of the acquisition and the requirements of the accounting standards. Tropicana Asset Acquisition A$947,509,000 Refer to Note 22 to the Financial Report. The key audit matter How the matter was addressed in our audit The Group’s acquisition of its 30% non-operator interest in the Tropicana Gold Project (Tropicana) on 30 April 2021 (the acquisition date) for $947,509,000 was a significant transaction for the Group. This is a key audit matter due to: • The size and nature of the transaction having a pervasive impact on the Group’s financial statements; • The level of judgement used by the Group in determining the accounting approach required as either a business combination (in accordance with AASB 3 Business Combinations) or an asset acquisition. The difference in the accounting for the acquisition as a business or an asset is significant and could impact the recognition and measurement of amounts reported in the Financial Report; • The level of judgement used by the Group to determine the date of acquisition. A different acquisition date could significantly impact the amounts recorded in the Financial Report. • Judgements made by the Group relating to the purchase price allocation. The Group engaged an external expert to assist in performing a valuation assessment, which included the identification and measurement of acquired assets and liabilities. The most significant assumptions the Group applied in its assessment of the allocation of purchase consideration was the fair value of mine properties and exploration and evaluation assets acquired, which included: o Life of mineral reserves and resources estimates; and o Reserve and resource multiples. These conditions required significant audit effort and greater involvement by senior team members and our valuation specialists. Our procedures included: • We read the Asset Sale Agreement related to the acquisition to understand the structure, key terms and conditions, and nature of the purchase consideration. Using this, we evaluated the accounting treatment of the purchase consideration and transaction costs against the criteria in the accounting standards. • We involved senior audit team members to assess the accounting treatment for the transaction as an asset acquisition. We analysed the conclusions reached by the Group comparing to accounting interpretations, industry practice and accounting literature. • We challenged and assessed the Group’s evaluation of the acquisition date against the criteria in the accounting standards. We focussed on the Group’s evaluation of the satisfaction of conditions precedent under the Asset Sale Agreement. • We assessed the scope, competence and objectivity of the Group’s external expert involved in estimating the purchase price allocation. • We read the external valuation report and worked with our valuation specialists to assess and challenge the key assumptions used in the purchase price allocation. We challenged the Group’s approach and methodology to valuing the identified mineral interest in comparison with accepted industry practice and the requirements of the accounting standards. • We assessed the scope, competence and objectivity of the Group’s external expert involved in the estimation of mineral reserves and resources. • We assessed the reasonableness of reserve and resource multiples applied by comparing them to recent transactions and comparable companies. • We assessed the Group’s disclosures of the quantitative and qualitative considerations in relation to the asset acquisition, by comparing these disclosures to our understanding of the acquisition and the requirements of the accounting standards. Independent Auditor’s Report (continued) 96 Regis Resources Limited | Annual Report 2021 Valuation and classification of non-current ore stockpiles A$185,643,000 Refer to Note 9 to the Financial Report. 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 recorded through the continuation of mining activities and through the Tropicana asset acquisition; and • Significant judgement is required by us in evaluating and challenging the key assumptions within the Group’s assessment of net realisable value and estimated timing of processing into gold bullion. 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 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 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 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. Independent Auditor’s Report (continued) Regis Resources Limited | Annual Report 2021 97 Valuation of exploration and evaluation assets A$491,702,000 Refer to Note 12 to the Financial Report. The key audit matter How the matter was addressed in our audit The valuation of exploration and evaluation assets (E&E) is a key audit matter due to: • The significance of the E&E balance (being approximately 21% 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. 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; and • 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 checking 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 exploration and evaluation activities 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 any inconsistency regarding the existence of reserves to the treatment of E&E and the requirements of the accounting standard. Independent Auditor’s Report (continued) 98 Regis Resources Limited | Annual Report 2021 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 Chairman’s Report, Highlights, Corporate, Review of Operations, and ASX Additional Information are 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 and will 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 • 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: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our Auditor’s Report. Independent Auditor’s Report (continued) Regis Resources Limited | Annual Report 2021 99 Report on the Remuneration Report Opinion In our opinion, the Remuneration Report of Regis Resources Limited for the year ended 30 June 2021, complies with Section 300A of the Corporations Act 2001. Directors’ responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001. Our responsibilities We have audited the Remuneration Report included in the Directors’ Report for the year ended 30 June 2021. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. KPMG Derek Meates Partner Perth 30 August 2021 Report on the Remuneration Report Opinion In our opinion, the Remuneration Report of Regis Resources Limited for the year ended 30 June 2021, complies with Section 300A of the Corporations Act 2001. Directors’ responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001. Our responsibilities We have audited the Remuneration Report included in the Directors’ Report for the year ended 30 June 2021. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. KPMG Derek Meates Partner Perth 30 August 2021 ASX Additional Information As at 22 September 2021 the following information applied: 1. Securities (a) Fully Paid Ordinary Shares The number of holders of fully paid ordinary shares in the Company is 24,980. 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 6,661 9,966 4,121 3,999 3,357,445 27,597,180 31,407,683 100,684,342 233 591,161,552 24,980 754,208,202 1,785 241,346 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 CITICORP NOMINEES PTY LIMITED J P MORGAN NOMINEES AUSTRALIA PTY LIMITED BNP PARIBAS NOMS PTY LTD NATIONAL NOMINEES LIMITED BNP PARIBAS NOMINEES PTY LTD MR COLIN PETROULAS BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA BNP PARIBAS NOMINEES PTY LTD SIX SIS LTD CS THIRD NOMINEES PTY LIMITED BNP PARIBAS NOMINEES PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 ROLLASON PTY LTD CITICORP NOMINEES PTY LIMITED VASTE DEVELOPMENTS PTY LIMITED NETWEALTH INVESTMENTS LIMITED AMP LIFE LIMITED NETWEALTH INVESTMENTS LIMITED Number of fully paid ordinary Percentage shares held 265,797,050 82,234,557 69,391,630 37,640,130 15,463,448 7,831,085 7,727,500 6,307,586 6,160,436 6,160,224 5,875,447 5,679,560 4,307,329 2,282,096 2,199,485 1,920,865 1,900,000 1,698,276 1,463,716 1,331,812 interest 35.24% 10.90% 9.20% 4.99% 2.05% 1.04% 1.02% 0.84% 0.82% 0.82% 0.78% 0.75% 0.57% 0.30% 0.29% 0.25% 0.25% 0.23% 0.19% 0.18% TOP 20 SHAREHOLDERS OF ORDINARY FULLY PAID SHARES (TOTAL) 533,372,232 70.72% (b) Unlisted Options The Company has no unissued shares under unlisted options. 100 Regis Resources Limited | Annual Report 2021 (c) Unlisted Performance Rights Performance rights issued under employee incentive scheme Unvested 2019 performance rights (Test date: 30 June 2022) Unvested 2020 performance rights (Test date: 30 June 2023) Number of holders Number of rights held 13 13 361,290 492,828 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 of the Company are: Name Van Eck Associates Corporation Equitable Holdings, Inc. The Vanguard Group, Inc. 3. On-Market Buy-Back Number of fully paid ordinary Percentage shares held 81,609,836 43,666,178 38,123,514 interest 10.82% 5.79% 5.06% There is no current on-market buy-back of the Company’s securities. 4. Corporate Governance Statement The Company’s 2021 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 Group Mineral Resources compliant with JORC Code 2012 as at 31 December 2020 are estimated to be 301 million tonnes at 1.1g/t gold for 10.4 million ounces of gold, compared with the estimate at 31 March 2020 of 249 million tonnes at 1.0g/t gold for 7.70 million ounces Group Mineral Resources 2,300 10,360 7,700 270 390 300 of gold. s e c n u O d n a s u o h T 11,000 10,000 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 31-Mar-20 Depletion Model Update New Deposits Tropicana (30%) 31-Dec-20 Mineral Resources are reported inclusive of Ore Reserves and include all exploration and resource definition drilling information, where practicable, up to 31 December 2020 and have been depleted for mining to 31 December 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 at Duketon and McPhillamys and A$2,170 per ounce at Tropicana for the purpose of satisfying “reasonable prospects for eventual extraction” (JORC 2012). Regis Resources Limited | Annual Report 2021 101 Group Ore Reserves Group Ore Reserves compliant with JORC Code 2012 as at 31 December 2020 are estimated at 145 million tonnes at 1.0g/t Au for 4.8 million ounces of gold, compared with the estimate at 31 March 2020 of 104 million tonnes at 1.1g/t Au for 3.6 million ounces of gold. The change in the Group Ore Reserve from March 2020 to December 2020 is as follows: 31 March 2020 (ROM Ore only) Depleted by Processing to 31 December 2020 31 March 2020 Net of Depletion 31 December 2020 (ROM Ore only) 31 December 2020 (LG ore addition) 31 December 2020 (Total Ore Reserve – Duketon) 31 December 2020 (Total Ore Reserve – Tropicana (30%)) 31 December 2020 (Total Ore Reserve) * Numbers may not add due to rounding errors Total Ore Reserve* Tonnes Gold Grade Gold Metal (Mt) 104 (7) 97 105 25 130 15 145 (g/t) 1.1 1.2 1.1 1.1 0.4 1.0 1.7 1.0 (koz) 3,620 (280) 3,340 3,700 310 4,020 810 4,830 The update of Group Ore Reserves for Duketon and McPhillamys resulted in a 34% increase in tonnes and 20% increase in ounces after allowing for depletion by processing. Tropicana added 15 million tonnes @ 1.7g/t gold for 810,000 ounces. Group Ore Reserves 810 4,830 3,620 150 250 0 s e c n u O d n a s u o h T 5,000 4,000 3,000 2,000 1,000 0 31-Mar-20 Duketon North Duketon South McPhillamys Tropicana (30%) 31-Dec-20 A gold price of A$1,600 per ounce was used for the overall assessment of the Group Ore Reserves. This is unchanged from March 2020 Ore Reserves Annual Report. All components of the Group Ore Reserves are subject to an economic test including all estimated capital, operating and closure costs. Varying gold prices of up to $2,200 per ounce are used to assess individual components of the Group Ore Reserves where certain circumstances are appropriate, for example near term timelines. 102 Regis Resources Limited | Annual Report 2021 Duketon North Operation The DNO Mineral Resource compliant with JORC Code 2012 as at 31 December 2020 is 55 million tonnes at 0.8 g/t Au for 1.34 million ounces, compared to 52 million tonnes at 0.8 g/t Au for 1.28 million ounces at 31 March 2020. The DNO Ore Reserve compliant with JORC Code 2012 as at 31 December 2020 is 21 million tonnes at 0.7 g/t Au for 470 thousand ounces, compared to 11 million tonnes at 0.9 g/t Au for 320 thousand ounces at 31 March 2020. The Ore Reserves are partly composed of 10 million tonnes at 1.0 g/t gold for 330 thousand ounces of gold of ROM Ore. ROM ore is defined as Ore that will be mined and delivered to the mill during normal operations. In addition to ROM Ore, the Group Ore Reserves contain 11 million tonnes of Low Grade (LG) Ore at 0.4 g/t gold for 140 thousand ounces. This is Ore that is stockpiled separately during mining and will be processed at the end of the operation when mining has ceased or on short term occasions if insufficient feed is available to keep the mills fully utilised. The change in the DNO Ore Reserve from March 2020 to December 2020 is as follows: 31 March 2020 (ROM Ore only) Depleted by Processing to 31/12/20 31 March 2020 Net of Depletion 31 Dec 2020 (ROM Ore only) 31 Dec 2020 (LG Ore addition) 31 Dec 2020 (Total Ore Reserve) % Variation Net of Depletion * Numbers may not add due to rounding errors Total Ore Reserve – DNO* Tonnes Gold Grade Gold Metal (Mt) 11 2 8 10 11 21 +152% (g/t) (koz) 0.9 0.9 0.9 1.0 0.4 0.7 320 70 250 330 140 470 +88% The Ore Reserve estimation review resulted in a 152% and 88% increase in the tonnes and ounces respectively, after allowing for depletion by mining. The increase in ROM ore is derived by the addition of three new mining areas at Moolart Well known as Buckingham, Eindhoven and Mitchell. Buckingham Eindhoven Mitchell Total (ROM Ore only) 31 Dec 2020 (LG Ore addition) 31 Dec 2020 (Total Ore Reserve) * Numbers may not add due to rounding errors Additional Probable Ore Reserves – Moolart Well* Tonnes Gold Grade Gold Metal (Mt) (g/t) (koz) 2 1 0 4 4 8 0.9 0.8 0.8 0.8 0.4 0.6 60 40 10 100 50 150 The three Ore Reserves listed above facilitate extending the design life of the Moolart Well processing facility. These extensions have been assessed taking into account the fact that Regis have been operating continuously in the Moolart Well area for over 10 years, and therefore has a good understanding of the geology, processing performance, mining parameters and attendant costs. The Competent Person is satisfied that given the current spot price of gold, and the long term forecast that Regis Resources is using, that the project will be economic over the life of the Ore Reserves. In consideration of the post mining treatment of Low Grade Ore across the remainder of DNO, the life of DNO has now been extended to FY2028. Regis Resources Limited | Annual Report 2021 103 Duketon South Operation The DSO Mineral Resource compliant with JORC Code 2012 as at 31 December 2020 is 122 million tonnes at 1.0 g/t Au for 4.04 million ounces, compared to 116 million tonnes at 1.0 g/t Au for 3.73 million ounces at 31 March 2020. The DSO Ore Reserve compliant with JORC Code 2012 as at 31 December 2020 is 48 million tonnes at 1.0 g/t Au for 1.52 million ounces, compared to 33 million tonnes at 1.2 g/t Au for 1.28 million ounces at 31 March 2020. The Ore Reserves are partly composed of 34 million tonnes at 1.2 g/t gold for 1.34 million ounces of gold of ROM Ore. ROM ore is defined as Ore that will be mined and delivered to the mill during full normal operations. In addition to ROM Ore, the Group Ore Reserves contain 14 million tonnes of Low Grade (LG) Ore at 0.4 g/t gold for 0.18 million ounces. This is Ore that is stockpiled separately during mining and will be processed at the end of the operation when mining has ceased or on short term occasions if insufficient feed is available to keep the mills fully utilised. The change in the DSO Reserve from March 2020 to December 2020 is as follows: 31 March 2020 (ROM Ore only) Depleted by Processing to 31/12/20 31 March 2020 Net of Depletion 31 Dec 2020 (ROM Ore only) 31 Dec 2020 (LG Ore addition) 31 Dec 2020 (Total Ore Reserve) % Variation Net of Depletion * Numbers may not add due to rounding errors Total Ore Reserve – DSO* Tonnes Gold Grade Gold Metal (Mt) (g/t) (koz) 33 5 28 34 14 48 +72% 1.2 1.3 1.2 1.2 0.4 1.0 1,280 210 1,070 1,340 180 1,520 +43% The Ore Reserve estimation review resulted in a 72% and 43% increase in the tonnes and ounces respectively, after allowing for depletion by mining. The increase in ROM ore is derived by the addition of three new mining areas at DSO. These are Garden Well Open Pit Stage 7, the Garden Well UG, and the Ben Hur Open Pits. Garden Well Stg 7 Garden Well Underground Ben Hur Total (ROM Ore only) 31 Dec 2020 (LG Ore addition) 31 Dec 2020 (Total Ore Reserve) * Numbers may not add due to rounding errors Additional Probable Ore Reserves – Duketon South* Tonnes Gold Grade Gold Metal (Mt) (g/t) (koz) 6 1 3 10 3 14 1.0 3.4 1.2 1.3 0.4 1.1 210 100 120 420 50 470 For the Garden Well open pit, on the 1st January 2021 there was a wall failure on the north eastern wall of the pit. The effect of the slip was to potentially remove 100 koz of Ore Reserves. It was decided to account for this in the Reserves despite the date of the slip. In order to recover this potential loss of Ore Reserve, multiple cut back designs were evaluated for economic potential, from which Garden Well Stage 7 has now been added. Stage 7 not only recovers the potentially lost material but also increases the Ore Reserves of the Garden Well Open Pit. The total Ore Reserves for the Garden Well Open pit (excluding existing stockpiles) is 14 Mt at 1.0 g/t for 450 koz of ROM Ore, with a further 6 Mt at 0.4 g/t for 80 koz of LG Ore. This Ore Reserve underpins the life of the DSO for up to seven years. 104 Regis Resources Limited | Annual Report 2021 Duketon Low Grade Reserves Over the ten years of mining at the Duketon operations, a significant amount of low grade material (internally referred to previously as Mineralised Waste – now referred to as Low Grade Ore) has been separately stockpiled. This material has not previously been included as part of the declared Ore Reserves. However, it has been considered this material could be processed at the end of the life of the operation. Due to the size of the current stockpiles of Low Grade Ore, studies were carried out on the costs of processing this material and the metallurgical recoveries that would be expected. These studies gave Regis Resources the confidence to declare this Low Grade material (both in current stockpiles, and those yet to be mined) as Ore Reserves. The formal declaration of this Low Grade Ore is to inform the market of the current expected life and production of the operations. Both DNO and DSO now have a production life out to FY2028. Low Grade Ore is treated as waste when initially optimising and designing Open pits and treated as by-product material while mining for ROM Ore. This ensures that the Low Grade Ore Reserves do not unduly influence mine design decisions that might be uneconomic. New South Wales There is no change in Mineral Resources or Ore Reserves at the combined NSW projects from March 2020 to December 2020. Tropicana Gold Project The Tropicana Mineral Resources compliant with JORC Code 2012 as at 31 December 2020 are estimated to be 145 million tonnes at 1.6 g/t gold for 7.64 million ounces of gold (100%) and 44 million tonnes at 1.6 g/t gold for 2.29 million ounces of gold (30%). The Tropicana Ore Reserves compliant with JORC Code 2012 as at 31 December 2020 are estimated to be 49 million tonnes at 1.7 g/t gold for 2.69 million ounces of gold (100%) and 15 million tonnes at 1.7 g/t gold for 0.81 million ounces of gold (30%). Tropicana Ore Reserves as at 31 December 2020 is as follows: Ore Reserves – Tropicana Gold Mine (100%) Tonnes Gold Grade Gold Metal Estimate Open Pit Underground Stockpiles Total JORC Class (Mt) (g/t) Proved Probable Subtotal Proved Probable Subtotal Proved Proved Probable Tropicana Total Tropicana (30%) 4 25 28 0 3 3 18 22 27 49 15 2.2 2.0 2.0 3.1 3.5 3.4 0.9 1.1 2.2 1.7 1.7 (koz) 255 1,624 1,879 27 282 309 506 788 1,906 2,694 807 • • Open pit ORE block cut-off >0.7g/t Au for fresh rock, otherwise >0.6g/t Au; Underground ORE block cut-off 2.7g/t Au Some totals and averages are affected by rounding Regis Resources Limited | Annual Report 2021 105 2 n o s r e P ) z o k ( ) t / g ( ) t M ( ) z o k ( ) t / g ( ) t M ( A A A A A A A A A A A A A A A F F F 0 8 7 0 9 3 0 2 1 0 5 0 4 3 1 , 0 0 6 1 , 0 8 2 0 0 3 0 4 3 0 5 4 0 8 3 0 0 1 0 0 2 0 9 3 0 4 0 4 , 0 8 3 5 , 0 9 2 2 , 0 9 3 0 8 6 2 , 0 0 8 0 6 2 1 , 0 4 2 0 0 3 2 , 0 6 3 0 1 , 7 0 . 8 0 . 1 1 . 1 1 . 8 0 . 9 0 . 6 3 . 0 1 . 2 5 . 1 1 . 0 1 . 1 1 . 1 1 . 2 1 . 0 1 . 9 0 . 0 1 . 2 1 . 0 1 . 4 1 . 6 2 . 7 0 . 6 1 . 1 1 . 4 3 6 1 3 1 5 5 4 6 2 0 1 2 3 1 2 1 3 6 0 1 2 2 1 8 7 1 0 7 0 1 0 8 8 1 5 1 1 1 4 4 - 0 3 1 0 9 1 0 1 0 4 3 0 3 1 0 3 1 - 0 2 1 0 6 - 0 1 0 2 0 9 0 7 5 0 1 9 0 1 0 6 0 7 0 3 - 0 8 8 0 1 9 1 0 3 0 9 8 1 , 7 0 . 8 0 . 2 1 . 7 0 . 7 0 . 7 0 . 4 3 . 7 1 . 9 5 . 8 0 . 8 0 . 9 0 . 1 2 . 2 1 . 4 1 . 0 1 . 6 0 . 8 0 . 8 0 . 9 0 . 5 2 . - 4 2 . 4 1 . 6 8 0 0 4 1 6 1 0 1 2 0 0 0 2 3 1 7 2 1 2 3 1 - 1 1 2 1 2 4 0 6 4 0 9 1 0 1 1 0 4 0 0 8 0 6 2 1 , 0 4 1 0 2 2 0 2 2 0 8 3 0 6 3 0 8 0 8 1 0 0 3 0 5 1 3 , 0 5 9 3 , 0 8 2 2 , 0 3 3 0 1 6 2 , - 0 8 6 0 3 3 0 1 0 1 , 0 7 5 7 , 7 0 . 8 0 . 0 1 . 2 1 . 7 0 . 8 0 . 8 3 . 0 1 . 9 4 . 2 1 . 0 1 . 2 1 . 0 1 . 2 1 . 0 1 . 9 0 . 0 1 . 3 1 . 1 1 . 4 1 . 6 2 . - 6 1 . 0 1 . ) z o k ( ) t / g ( 1 2 8 3 1 3 3 0 5 1 7 1 0 1 2 1 2 5 8 6 9 0 3 1 9 6 8 7 7 5 1 4 - 9 1 6 2 2 - - 0 8 1 0 1 0 9 1 0 1 2 - 0 8 - 0 1 0 1 0 1 - - - - - 0 3 3 0 2 5 0 9 0 5 0 4 2 0 8 3 0 0 9 f o s r o r r E 8 0 . 7 0 . 7 0 . - 8 0 . 7 0 . - 9 0 . - 7 0 . 8 0 . 7 0 . - - 8 0 . 8 0 . - - - 6 1 . 0 3 . 7 0 . 9 0 . 8 0 . 7 0 0 0 8 9 - 3 - 0 0 0 - - 3 1 1 2 - - - 2 1 1 1 3 1 3 3 4 0 . 0 0 . 4 0 . 4 0 . 4 0 . 8 1 . 4 0 . 0 2 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 4 0 . 9 5 1 . 4 0 . . 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 . 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 t i P - n e p O d n u o r g r e d n U t i P - n e p O 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 l a t o T b u S l d o G l d o G l d o G l d o G l d o G l d o G l d o G l d o G e c r u o s e R l a t o T d e r r e f n I d e t a c i d n I d e r u s a e M t n e t e p m o C l a t e M e d a r G s e n n o T l a t e M e d a r G s e n n o T l a t e M e d a r G s e n n o T l a t e M e d a r G s e n n o T f f O - t u C ) t M ( ) z o k ( ) t / g ( ) t M ( ) t / g ( e p y T y t i u q E d n u o r g r e d n U t i P - n e p O e l i p k c o t S l a t o T d n a r G l a t o T % 0 3 a n a c p o r T i a n a c p o r T i a n a c p o r T i a n a c p o r T i s i g e R l a t o T b u S % 0 0 1 s t i s o p e D W S N , , , 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 i P - n e p O t i P - n e p O i e g d R y r e v o c s D i s y m a l l i h P c M l a t o T % 0 0 1 l a t o T n o t e k u D i r o n M h t r o N n o t e k u D l l e W l t r a o o M r e t l o b g o D r e t s o G l 1 t c e o r P j l d o G 3 s e c r u o s e R l a r e n M i s t i s o p e D h t r o N n o t e k u D l l e W n e d r a G l l e W n e d r a G t n o m e s o R t n o m e s o R l l e W s y e h o o T o g y e n a B n u o t s i l r E i r o n M h t u o S n o t e k u D 3 s e c r u o s e R l a r e n M i s t i s o p e D h t u o S n o t e k u D r u H n e B 106 Regis Resources Limited | Annual Report 2021 0 2 0 2 r e b m e c e D 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 . 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 l . ) y e t a r a p e s d e t r o p e r e r a s e l i p k c o t S e r e h w a n a c p o r T g n d u c x e ( l i i . 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 . 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 . d n F i s ' l l e s s u R d n a d n F i s ' t l e h c e R i , i h s m a e B e r a O S D r o f s e c r u o s e R l a r e n M i r o n M i . r o h c n A d n a a r t e P e r a O N D r o f s e c r u o s e R l a r e n M i r o n M i . 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 l l A 1 2 3 t n e t e p m o C l a t e M 3 n o s r e P ) z o k ( l d o G l d o G e d a r G ) t / g ( B B D B E G H G 0 3 3 0 4 1 0 7 4 0 2 2 0 8 1 0 3 1 1 , 0 2 5 1 , 0 9 9 1 , 0 2 0 2 , 0 6 5 0 9 0 5 1 0 1 8 0 3 8 4 , 0 1 . 4 0 . 7 0 . 1 1 . 3 3 . 4 0 . 0 1 . 9 0 . 0 1 . 0 2 . 4 3 . 9 0 . 7 1 . 0 1 . 0 1 1 1 1 2 2 3 2 4 1 8 4 9 6 1 6 9 1 5 5 1 5 4 1 ) t M ( s e n n o T l d o G l a t e M ) z o k ( 0 2 3 0 1 1 0 3 4 0 2 2 0 4 1 0 0 0 1 , 0 5 3 1 , 0 8 7 1 , 0 2 0 2 , 0 9 4 0 8 0 0 7 5 0 8 3 4 , l d o G e d a r G ) t / g ( 0 1 . 4 0 . 8 0 . 2 1 . 3 3 . 4 0 . 1 1 . 0 1 . 0 1 . 0 2 . 5 3 . - 2 2 . 1 1 . e v r e s e R e r O l a t o T l e b a b o r P 0 1 8 8 1 5 2 2 0 1 7 3 5 5 1 6 8 1 0 8 4 2 1 ) t M ( s e n n o T l d o G l a t e M ) z o k ( 0 1 0 3 0 4 0 3 1 0 0 4 0 7 1 0 1 2 - 0 8 0 1 0 5 1 0 4 2 0 5 4 7 0 . 3 0 . 4 0 . 6 0 . 2 2 . 3 0 . 5 0 . 5 0 . - 2 2 . 1 3 . 9 0 . 1 1 . 7 0 . l d o G e d a r G ) t / g ( d e v o r P 1 3 3 6 0 4 1 1 4 1 - 1 0 5 7 0 2 5 0 . 3 0 . 6 0 . 0 2 . 4 0 . 4 0 . 6 0 . 7 2 . 6 0 . s e n n o T f f O - t u C 0 2 0 2 r e b m e c e D 1 3 t a s a s e v r e s e R e r O p u o r G ) t M ( 2 ) t / g ( e p y T y t i u q E 1 t c e o r P j e d a r g d o g l t / g 1 0 . M O R M O R G L M O R t i P - n e p O t i P - n e p O l a t o T b u S s e v r e s e R e r O M O R O N D s e v r e s e R e r O G L O N D s t i s o p e D h t r o N n o t e k u D M O R t i P - n e p O s e v r e s e R e r O M O R O S D M O R d n u o r g r e d n U s e v r e s e R e r O M O R O S D G L M O R M O R t i P - n e p O 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 s e v r e s e R e r O G L O S D l a t o T b u S % 0 0 1 l a t o T n o t e k u D t i P - n e p O % 0 0 1 s y m a l l i h P c M t i P - n e p O s e v r e s e R e r O M O R a n a c p o r T i M O R d n u o r g r e d n U s e v r e s e R e r O M O R a n a c p o r T i s e l i p k c o t S s e v r e s e R e r O M O R a n a c p o r T i l a t o T d n a r G l a t o T b u S % 0 3 l a t o T a n a c p o r T i s i g e R . t i s o p e d t a h t r o f s e d a r g s f f o - t u c s u o i r a v e s e h t f o e g a r e v a d e t h g e w e h t e r a i s f f o - t u c d e t s L i . 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 . d n F i s ' l l e s s u R d n a n u o t s i l r E , i h s m a e B e r a O S D r o f s e v r e s e R e r O r o n M i l . r e t s o G d n a r o h c n A , a r t e P e r a O N D r o f s e v r e s e R e r O r o n M i . 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 l ) y e t a r a p e s d e t r o p e r i e r a h c h w a n a c p o r T s e d u c x e ( i l s e l i i p k c o t S d e t a c o s s a 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 . 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 , , , , 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 1 2 3 4 Regis Resources Limited | Annual Report 2021 107 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. Each person named in the table below are Members of The Australasian Institute of Mining and Metallurgy (AusIMM) 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. Competent Persons for JORC Code 2012 reportable results and estimates Code Activity Competent Person Association Regis relationship and role Activity responsibility Professional Mineral Resources Vanessa O’Toole AusIMM Group Resource Geologist Duketon and McPhillamy estimates Ore Reserves Jonathon Bayley AusIMM Group Mining Engineer Duketon open pit estimates Ore Reserves Lilong Chen AusIMM Snr UG Engineer Duketon (Rosemont) UG estimate Ore Reserves Nigel Bennett AusIMM Ore Reserves Quinton de Klerk AusIMM Mineral Resources Fraser Clark AusIMM G, H Ore Reserves Joanne Endersbee AusIMM Glenn Reitsema AusIMM Principle Engineer – Mining Duketon (Garden Well) UG Plus estimate Principle Engineer – Cube McPhillamys open pit Consulting estimates Manager Mine Geology (AGAA) Manager Integrated Planning (AGAA) Tropicana Estimates Tropicana open pit estimates Senior Planning Engineer Tropicana underground (AGAA) estimates A B D D E F • • • • AusIMM = Member of the Australasian Institute of Mining and Metallurgy. Information in this report that relates to Mineral Resources or Ore Reserves is based on the information compiled by the relevant Competent Persons and activities listed above. All Regis personnel are full-time employees of Regis Resources Limited; all AGAA personnel are full time employees of AGAA. All the Competent Persons have provided Regis with written confirmation that they have sufficient experience that is relevant to the styles of mineralisation and types of deposits, and the activity being undertaken with respect to the responsibilities listed against each professional above, to qualify as a Competent Person as defined in the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves – the JORC Code 2012 Edition. • Each Competent Person listed above has provided to Regis by e-mail: • • A declaration that they are a current member of their respective professional organisation as listed above; A signed consent to the inclusion of information for which each person is taking responsibility in the form and context in which it appears in this report, and that the respective parts of this report accurately reflect the supporting documentation prepared by each Competent Person for the respective responsibility activities listed above; and • Confirmation that there are no issues that could be perceived by investors as a material conflict of interest in preparing the reported information. 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. 108 Regis Resources Limited | Annual Report 2021 During the year, Regis acquired a 30% non-operator interest in the Tropicana Gold Project located in the Albany-Fraser Belt, approximately 330 kilometres north-east of Kalgoorlie in Western Australia. Regis Resources Limited | Annual Report 2021 109 Notes to the Financial Statements (continued) For the year ended 30 June 2021Level 2, 516 Hay Street SUBIACO WA 6008 T +61 8 9442 2200 F +61 8 9442 2290 E enquiries@regisresources.com www.regisresources.com.au I n s i g h t C o m m u n i c a t i o n & D e s i g n

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