Regis Resources Annual Report 2023

Plain-text annual report

Annual Report 2023 Leading Australian Gold Miner 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. fourth largest Australian gold producer on the ASX Regis Resources Limited | Annual Report 2023 1 Creating Value Creating value for our people, our communities and our shareholders by mining safely and responsibly. Regis has grown from humble beginnings to become one of Australia’s leading mid-tier gold companies. We operate within two distinct project areas in the North Eastern Goldfields of Western Australia and in the Central Western region of New South Wales. At Regis, we value respect, integrity, teamwork, ownership and courage. Contents Chairman's Report ................................................................................. 4 Highlights ................................................................................................. 6 Corporate.................................................................................................. 8 Review of Operations ..........................................................................10 Duketon Gold Project ................................................................10 Tropicana Gold Project ...............................................................13 Gold Exploration ..........................................................................15 Mineral Resources and Ore Reserves .............................................21 Financial Report ....................................................................................24 Directors’ Report .........................................................................25 Remuneration Report (Audited) .............................................37 Auditor’s Independence Declaration .....................................52 Financial Statements ..........................................................................53 Notes to the Financial Statements .........................................58 Directors' Declaration ................................................................91 Independent Auditor’s Report .................................................92 ASX Additional Information ...............................................................98 2 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 3 The Tropicana Gold Project is located in the Albany-Fraser Belt, approximately 330 kilometres north-east of Kalgoorlie in Western Australia. fourth largest Australian gold producer on the ASX Chairman's Report 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. Dear Shareholder, Whilst a net loss for the 2023 financial year was disappointing, our underlying business is strong and continues to improve in many areas. We also achieved some very significant milestones. Operationally, 2023 was a record year for gold production, revenue, and operating cashflow. Despite continued industry-wide cost pressures and a very tight labour market, our strong operating cashflows enabled us to continue to invest in our projects, through mine development, feasibility studies and drilling. We declared commercial production at the Garden Well underground at Duketon and the Havana open pit cut back at Tropicana. We also completed most of the exploration drive under the Garden Well open pit, with our objective being to cost effectively convert our large exploration target in that area into resources and reserves in the near term. Importantly, we were able to achieve all of this whilst maintaining our better than industry average safety performance. Safety at Regis, which will always be a focus, includes sexual harassment, bullying and other anti-social and harmful behaviours that we do not tolerate. At McPhillamys, we received approval for the project from the NSW Independent Planning Commission (IPC). This approval followed an extremely thorough, rigorous, and transparent process, involving submissions from Regis, regulatory bodies, local government, traditional owners, the local community, and general public. The IPC considered the project’s potential Financially, our results were significantly impacts and benefits including but not impacted by deliveries into our historical limited to, environmental, biodiversity, fixed price gold hedge contracts and social, heritage and economic. Prior to ongoing cost inflation. This impact will this and following our own extensive continue in FY24, likely to an even greater community consultation, Regis had already extent as we close out the remainder of incorporated design and operational these hedges and forecast slightly lower changes to reduce impacts and improve production at higher costs. Once the outcomes. We await the outcome of the existing hedges are closed out, operating Federal Aboriginal and Torres Strait Islander cashflows increase dramatically on a like- Heritage Protection Act 1984 Section 10 for like basis. application. Our decision not to declare a dividend Building on our sustainability efforts in in FY23 reflects our net loss for the year recent years, we completed the installation and our focus on building balance sheet of a 9MW solar farm at Duketon which strength and funding capacity for the will save approximately 5 million litres of McPhillamys project. This includes an diesel per annum with associated carbon expected tax refund, the size of which reduction and cost benefits. At Tropicana, depends on available franking credits. the joint venture announced a commitment Importantly, our net debt position remains to construct a 62MW hybrid wind and solar low and our total shares on issue, among energy system including battery storage, the lowest in our peer group. Finally, on behalf of the Board, I would like to thank our Managing Director and Chief Executive Officer Jim Beyer and senior leadership team, our employees, contractors, joint venture partner AngloGold Ashanti and the communities in which we operate. James Mactier Non-Executive Chairman one of the largest projects of its kind in the Australian natural resources sector. This commitment also reflects the high level of confidence that the joint venture has in the long term future of Tropicana, a genuine tier one asset. At Duketon, we also significantly reduced bore field water use and increased rehabilitation materially. I encourage all stakeholders to read our 2023 Sustainability Report for more detail on our sustainability achievements, progress and plans. In relation to governance, we welcomed Paul Arndt as a Non-Executive Director. Also, at year end, we altered the composition of our Board sub-committees in order to spread the workload, to gain different insights at the sub-committee level, and to provide directors with greater exposure to all aspects of our business. 4 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 5 Highlights Operations Continued improvement in safety performance Lost Time Injury Frequency Rate (LTIFR) - reduced to 0.9 well below industry average Record gold production of 458,351 ounces at AISC of $1,805 per ounce Fourth largest Australian gold producer on the ASX Strong operating cash flow of $455m Construction of 9MW Commitment to 62MW solar farm at Duketon renewable energy facility (solar/wind/battery) at Tropicana Corporate Exploration & Growth Statutory net loss after tax of Underlying EBITDA of Cash and bullion of ($24)m after non-cash inventory adjustments of $30 million Further reduction of hedge book with 78% of gold sold at spot price $402m1 with a margin of 35% $243m2 at 30 June 2023 Regis delivered a record year of gold production in FY2023 generating underlying EBITDA of $402 million and operating cash flows of $455 million. This robust result demonstrates the quality of the Company’s Australian operating assets at Duketon and Tropicana. All underground Reserve depletion was replaced by new underground Reserves Record year of gold production Two current reliable cash generating pillars New South Wales Independent Planning Commission approval of McPhillamys A pathway to achieve our target of Average Reserve life of more than 500,000 ounces 8 years by FY2027 Commercial production declared at Garden Well underground (Duketon) and Havana open pit cutback (Tropicana) Mineral Resources of Ore Reserves of 7.0m ounces 3.6m ounces 1 2 Excludes $30M inventory adjustment Includes bullion on hand of 13,371oz valued at $2,884 per ounce 6 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 7 Corporate Regis delivered a record year of gold production in FY2023 generating underlying EBITDA of $402 million and operating cash flows of $455 million. This robust result reflects the quality of the Company’s Australian operating assets at Duketon and Tropicana. Gold Production & Revenue Net Profit After Tax EBITDA 458 437 363 352 373 1,134 1,016 819 757 654 200 163 146 19 20 21 22 23 19 20 21 22 Gold Production (koz) Revenue ($millions) NPAT ($millions) -24 23 14 394 403 371 336 307 52 49 47 33 33 19 20 21 22 23 EBITDA ($millions) EBITDA Margin (%) Cash and bullion on hand at the end of year was $243 million, $266 million in payments for mine developments, $35 million for property, plant and equipment, $15 million in dividends, $69 million in exploration expenditure (including McPhillamys) and receiving a $67 million tax refund. The Company paid a total of $15 million in fully franked dividends during the year. As part of progressing the funding strategy for the McPhillamys project no dividend was declared for FY23. Since the commencement of dividend payments in FY2014, the Company has paid a total of $547 million in fully franked dividends. Cumulative Dividends Paid $millions 532 547 509 448 367 285 205 125 75 75 14 15 16 17 18 19 20 21 22 23 The Company received New South Wales Independent Planning commission approval of the McPhillamys Gold Project. The following chart details the movement in the Company’s cash reserves over the financial year: The Company is the fourth largest Australian gold producer on the Australian Stock Exchange (ASX) with 458,351 ounces of gold produced at an all-in sustaining cost of $1,805 per ounce. Regis sold a total of 458,893 ounces of gold during the year at an average price of A$2,471 per ounce (after hedge impact). The profit result for the year was a net loss after tax of $24 million following non-cash inventory adjustments of $30 million. The following table and graphs illustrate the performance of the Company across several metrics. Open pit ore mined Open pit waste mined Stripping ratio Underground ore mined Total open pit and underground ore mined Total ore milled Head grade Recovery Gold production Mbcm Mbcm w:o Mt Mt Mt g/t % koz 2023 3.43 20.55 6.0 1.46 10.23 11.68 1.35 90 458 2022 4.70 32.15 6.8 1.17 12.71 11.99 1.26 90 437 All-in Sustaining Cost A$/oz 1,805 1,556 Cash & Bullion on Hand - 30 June 2023 $millions 800 700 600 500 400 300 200 100 0 231 2 2 0 2 e n u J 508 (266) (69) 67 330 (39) (35) (39) 15 243 (115) (15) 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 n o i t a r e p O ) s t m p e s a e l . l c n i ( s y m a l l i h P c M x e p a c r e h t O t s e r e t n i d n a . p x e e t a r o p r o C n o i l l u b & h s a C s m e t i r e h t o e r o f e b d n u f e r x a t e m o c n I s e s s o l e g d e H i d a p y t u d p m a t S i d a p s d n e d v D i i f o e u a v n l i e g n a h C d n a h n o n o i l l u b 3 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. 8 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 9 Review of Operations Duketon Gold Project The Duketon Gold Project is located in the North Eastern Goldfields of Western Australia approximately 130 kilometres north of Laverton. The project area consists of two operating centres being the Duketon South Operations (“DSO”) comprising the Garden Well and Rosemont gold mills and surrounding satellite deposits; and the Duketon North Operations (“DNO”) comprising the Moolart Well gold mill and surrounding satellite deposits. The Duketon Gold Project has approximately 2,900 square kilometres of exploration and mining tenure. The Duketon Gold Project produced 327,258 ounces of gold which was within original guidance of 320,000-355,000 ounces for FY2023. The site achieved a key milestone with commercial production declared at the Garden Well South underground mine. The two underground mines at Duketon South grew Reserves during the year which outpaced depletion. Based on current geological interpretation it is expected that rolling Reserve replacement will continue at the DSO undergrounds and they present a key pillar of potential value for the Company. All-in sustaining costs for the year increased to A$1,989 per ounce as the site felt the impact of sector wide inflation which was only partially offset by the increased ounces produced from underground. Operations at the Duketon Gold Project Moolart Well 2.5Mtpa 100km Rosemont 2.5Mtpa Garden Well 5Mtpa WA Perth Duketon Kalgoorlie Operating results for the Duketon Gold Project are summarised below: Open pit ore mined Open pit waste mined Stripping ratio Underground ore mined Total open pit and underground ore mined Total ore milled Head grade Recovery Gold production Mbcm Mbcm w:o Mt Mt Mt g/t % koz 2023 3.02 13.10 4.3 1.00 8.58 8.76 1.29 90 327 2022 4.43 24.54 5.5 0.78 11.55 9.12 1.20 90 316 All-in Sustaining Cost A$/oz 1,989 1,684 10 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 11 Duketon South Operations The Duketon South Operations (‘DSO’) includes the Garden Well, Rosemont, Tooheys Well, Baneygo and other satellite projects in proximity to the Garden Well processing plant. Operating results for the year to 30 June 2023 were as follows: Open pit ore mined Open pit waste mined Stripping ratio Underground ore mined Total open pit and underground ore mined Total ore milled Head grade Recovery Gold production 2023 2022 Mbcm Mbcm w:o Mt Mt Mt g/t % koz 1.87 4.64 2.5 1.00 6.26 6.14 1.41 91 253 3.09 8.88 2.9 0.78 8.92 6.11 1.39 90 245 All-in Sustaining Cost A$/oz 1,858 1,619 Production at DSO was 3% higher than the previous year with 252,672 ounces of gold produced at an all-in sustaining cost of $1,858 per ounce. Quantities of higher grade ore from the underground mines increased during the year which replaced some of the open pit feed. Mill throughput was relatively steady whilst feed grade and recovery realised a slight improvement. AISC increased by 15% during the year due to higher mining and processing costs which was partially offset by improved stripping ratio and gold production. Duketon North Operations Duketon North Operations (‘DNO’) comprises the Moolart Well, Gloster and Dogbolter pits with all ore processed through the Moolart Well processing plant. Operating results for the year to 30 June 2023 were as follows: Open pit ore mined Open pit waste mined Stripping ratio Total open pit and underground ore mined Total ore milled Head grade Recovery Gold production Mbcm Mbcm w:o Mt Mt g/t % koz 2023 1.15 8.47 7.4 2.31 2.62 0.99 89 75 2022 1.34 15.67 11.7 2.63 3.00 0.81 91 71 All-in Sustaining Cost A$/oz 2,428 1,908 DNO produced 74,586 ounces of gold for the year at an all-in sustaining cost of $2,428 per ounce. Gold production was up 6% on the prior year as a result of access to higher grade ore. Higher unit mining and processing costs drove a 27% increase in AISC for FY23. WA Tropicana Gold Project Kalgoorlie Perth Tropicana Gold Project The Tropicana Gold Project (Tropicana) is a joint venture between AngloGold Ashanti Australia (AngloGold) (70%) and Regis Resources (30%). The operation is located in the Albany- Fraser Belt, approximately 330 kilometres north-east of Kalgoorlie in Western Australia. Tropicana is managed by joint venture partner AngloGold and operates the Havana and the now completed Boston Shaker open pits and the Boston Shaker and Tropicana underground operations. Tropicana holds the mineral rights to approximately 2,600 square kilometres of WA exploration tenements across the Albany Fraser belt. Tropicana achieved a key milestone during the year with commercial production declared at the Havana open pit cut back. Layout of the Tropicana Mine. Operating results (30%) for the year to 30 June 2023 were as follows: Open pit ore mined Open pit waste mined Stripping ratio Underground ore mined Total open pit and underground ore mined Total ore milled Head grade Recovery Gold production Mbcm Mbcm w:o Mt Mt Mt g/t % koz 2023 0.42 7.45 17.92 0.46 1.66 2.92 1.55 90 131 2022 0.27 7.61 28.1 0.40 1.16 2.87 1.47 90 121 All-in Sustaining Cost A$/oz 1,258 1,133 Gold production at Tropicana totalled 131,093 ounces (30%) at an all-in sustaining cost of $1,258 per ounce. The 10% increase in gold production was driven by higher ore production at both the open pit and underground mines. This lead to increased feed grade to the mill and reduced the reliance on lower grade stockpiles. The higher AISC was driven by the sector wide inflationary impacts which were only partially offset by higher gold production. 12 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 13 Gold Exploration During the year, a total of 433,125 metres of exploration drilling was completed with 327,928 metres across the Group’s tenements at Duketon and 105,196 metres at Tropicana. Duketon Gold Project Regis controls a significant tenement package across the majority of the Duketon Greenstone Belt. The tenement holding encompasses 143 granted exploration licences, prospecting licences and mining leases, across approximately 2,900 square kilometres. The Duketon Gold Project has strong history of reserve replacement built on an ongoing commitment to exploration and resource extension drilling. An aggressive exploration programme continues to focus 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. Data from the recent exploration work is delivering a much clearer and more detailed understanding of the local geology which in turn, is helping drive more focussed and targeted exploration programs. 100km Duketon Greenstone Belt geology interpretation Garden Well Main is maturing as expected An exploration decline continued into the target area down plunge of the Garden Well Main (GWM) pit mineralisation. In June 2023 an Exploration Target was established for the area underneath the open pit. The Company remains very encouraged by the potential for a continuous mineralised system to extend from the existing Garden Well South mine for at least 1km to the north underneath the existing Garden Well open pits. Strong results from the initial phase of drilling support the view of the Exploration Target and demonstrate the potential of an additional underground production area at GWM. fourth largest Australian gold producer on the ASX 14 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 15 Garden Well Main exploration decline and new Resource area. Rosemont underground - continues its growth Tropicana underground continuing to grow at Tropicana JV Drilling continued during the year at Rosemont to expand the existing production and Resource areas. Underground Reserves replaced The Tropicana underground forms part of the production schedule for the operation and continues to grow with further exploration. A depletion for the second year in a row as the ore body was extended beneath the existing underground infrastructure and along strike to significant underground drilling programme to extend the mineralisation and ultimately grow the resources progressed well during the year. the south. In FY23 all depleted underground Reserves were replaced by the new Reserves. Rosemont South long section showing high grade intersections. West facing long-section of Tropicana deposit showing drilling locations of recent intersections outside of the current modelled mineralised zone. Tropicana Gold Project Work programmes continued to assess the potential for additional underground mines below the final design limits of the Havana and Havana South open pits. In addition, significant near mine and regional exploration programs continued around Tropicana to unlock new discoveries and mine life extensions. Development/Stopes near the Tropicana Gold Project. Cross-section of Tropicana deposit displaying the significant intersection down dip. 16 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 17 Havana underground is shaping up as an additional production source Ore Reserves were estimated at the long-term gold price of $1,800/oz (weighted average) using the following gold price assumptions: The Havana underground drilling programme is designed to convert a portion of the underground inferred resource to the higher confidence indicated category. The area beneath the base of the planned Havana Pit is maturing as planned and shaping up as an additional production source. • Duketon North: $2,000 /oz • Duketon South: $1,800 /oz • McPhillamys: $1,760 /oz • Tropicana: $1,919 /oz A summary of the year on year changes are illustrated in the figure below: Ore Reserves changes from December 2021 to December 2022 (koz) 4,140 -510 3,630 30 130 50 3,600 -240 December 2021 Depletion December 2021 (Net) DNO Open Pit DSO Open Pit DSO Underground Tropicana December 2022 The Group Mineral Resources as at 31 December 2022, reported in accordance with the JORC Code 2012, are estimated to be 178Mt at 1.2 g/t Au for 7.02Moz. This compares with the estimate as at 31 December 2021 of 287Mt at 1.1 g/t Au for 9.92Moz as announced on 8 June 2022. Mineral Resources were estimated using a gold price of $2,430/oz (weighted average). A summary of the year on year changes are illustrated in the figure below: Mineral Resource changes from December 2021 to December 2022 (koz) 9,920 9,360 400 -560 -1,780 7,020 -960 December 2021 Depletion December 2021 (Net) Additions Converting Open Pit to Underground Assumptions and modelling update December 2022 Long section of Havana deposit with conceptual UG design and recent intersections. Group Resource & Reserve Growth Group Mineral Resources and Ore Reserves are respectively: Table 1: Group Mineral Resources as at 31 December 2022 (Regis Attributable) Measured Indicated Inferred Total Resources Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces Regis Total (Mt) 34 (g/t) (000s) 1.0 1,110 (Mt) 119 (g/t) (000s) 1.2 4,470 (Mt) 25 (g/t) (000s) 1.8 1,440 (Mt) 178 (g/t) (000s) 1.2 7,020 Table 2: Group Ore Reserves as at 31 December 2022 (Regis Attributable) Regis Total Proved Probable Total Reserves Tonnes Grade Ounces Tonnes Grade Ounces Tonnes Grade Ounces (Mt) 16 (g/t) (000s) 0.9 450 (Mt) 81 (g/t) (000s) 1.2 3,150 (Mt) 98 (g/t) (000s) 1.1 3,600 Regis Resources released the Mineral Resource and Ore Reserve update for the 12 months ended 31 December 2022 on 20 June 2023. The Group Mineral Resources and Ore Reserves show progress against the Company’s long-term strategy and provide a solid platform to launch the next phase of growth for the Company. The Group Ore Reserves as at 31 December 2022, reported in accordance with the JORC Code 2012, are estimated to be 98Mt at 1.1 g/t Au for 3.60Moz. This compares with the estimate as at 31 December 2021 of 117Mt at 1.1 g/t Au for 4.14Moz as announced 8 June 2022. 18 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 19 McPhillamys Gold Project McPhillamys is one of Australia’s largest undeveloped open pit gold projects with studies indicating up to 200koz per year production from an Ore Reserve of 61Mt at 1.0 g/t Au for 2.02Moz. It is expected to have a mine life in excess of 10 years with its large ore reserves underpinning significant value potential for Regis. The Company also has 390koz of Resource at the nearby Discovery Ridge deposit with other nearby highly prospective targets being evaluated. The McPhillamys Gold Project (McPhillamys) achieved a major approvals milestone in March 2023 receiving final state approval from the New South Wales Independent Planning Commission (IPC). The Company has completed all outstanding queries in relation to a Federal Section 10 application (Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) and is anticipating a response shortly. Resolution of this outstanding item will allow finalisation of information needed to complete an updated feasibility study and a confirmation of the funding strategy. A final investment decision is currently targeted for FY24. McPhillamys Gold Project location and NSW tenure. McPhillamys mineralisation and pit shell design. 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r e t l o b g o D , r e t s o G l , l l e W l t r a o o M e r a h t r o N n o t e k u D r o f s e c r u o s e R l a r e n M i t i P n e p O . 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 . . t / g 5 1 f o f f o - t u c i c m o n o c e n a t a s l l e h s O S M n h t i i w d e t r o p e r e c r u o s e R . r e t s o G t a l s i e c r u o s e R l i a r e n M h t r o N n o t e k u D d n u o r g r e d n U . 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 . s e l i p k c o t S 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 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 . 3 2 0 2 y r a u r b e F 3 2 d e t a d " a n a c p o r T t a i e t a d p U e v r e s e R e r O d n a e c r u o s e R l a r e n M i " l e s a e e r X S A n i l i d e t r o p e r y s u o v e r p a n a c p o r T i . i a n a c p o r T n i i l g n d o h % 0 3 s g e R i l l A . 1 . 2 . 3 . 4 . 5 . 6 . 7 . 8 . i g n d n u o r o t e u d r u c c o y a m n o i t a m m u s f o s r o r r E . s e c n u o 0 0 0 0 1 d n a , e d a r g d o g l t / g 1 0 . , , , s e n n o t 0 0 0 0 0 0 1 t s e r a e n e h t o t d e d n u o r n e e b s a h a t a d e v o b a e h T 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 B C B F G F B 0 8 0 3 0 1 1 0 9 4 0 3 3 0 2 0 4 8 0 5 9 0 6 4 0 1 1 0 6 0 3 6 0 2 0 2 , 0 0 6 3 , 1 1 . 4 0 . 7 0 . 9 0 . 5 2 . 4 0 . 2 1 . 1 1 . 9 1 . . 0 3 8 0 . 8 1 . . 0 1 1 1 . 2 2 5 6 1 4 1 1 2 6 2 7 1 2 1 1 1 6 8 9 ) t M ( s e n n o T l d o G l a t e M ) z o k ( l d o G e d a r G ) t / g ( 0 8 0 1 < 0 9 0 9 2 0 3 3 0 1 < 0 2 6 0 1 7 0 1 4 0 0 0 1 4 0 2 0 2 , 0 5 1 3 , 1 1 . 5 0 . 1 1 . 3 1 . 5 2 . 4 0 . 7 1 . 6 1 . 9 1 . - - 9 1 . . 0 1 2 1 . e v r e s e R e r O l a t o T l e b a b o r P 2 3 0 . 3 7 4 2 0 . 1 1 4 1 7 - - 7 1 6 1 8 ) t M ( s e n n o T l d o G l a t e M ) z o k ( 0 1 < 0 2 0 3 0 0 2 - 0 1 0 1 2 0 3 2 0 5 0 1 1 0 6 0 2 2 - 0 5 4 . 0 1 3 0 . 4 0 . 1 - 1 4 0 . 6 0 . 8 1 . 9 2 . 8 0 . 6 1 . - 9 0 . l d o G e d a r G ) t / g ( d e v o r P s e n n o T f f O - t u C l d o G l ) e b a t u b i r t t A s i g e R ( 2 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 ) t M ( 2 ) t / g ( e p y T y t i u q E 1 t c e o r P j 1 0 . 2 2 9 - 1 0 1 2 1 1 1 2 4 - 6 1 6 0 . 3 0 . 5 0 . 9 1 . 3 0 . 7 0 . 5 2 . 6 0 . 4 0 . 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 4 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 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 M O R t i P - n e p O 5 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 5 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 b u S % 0 0 1 l a t o T n o t e k u D M O R s e l i p k c o t S M O R t i P - n e p O % 0 0 1 l a t o T b u S % 0 3 l a t o T d n a r G 5 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 a n a c p o r T i s y m a l l i h P c M l a t o T s i g e R : s e t o N . l e b a t e v o b a e h t n i d e d u c n l i n e e b s a h e r a h s i s g e R % 0 7 e h t y n O l . % 0 0 1 t a z o k 0 2 f o e v r e s e R e r O l a t o t a j s a h t c e o r p s h T i . s n o i t a r e p o O S D e h t f o t r a p - j t c e o r p n h o J g n K e h t i f o % 0 7 s n w o s g e R 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 . n o i t a c fi s s a c l i j t c e o r p 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 . i g n d n u o r o t e u d r u c c o y a m n o i t a m m u s f o s r o r r E . s e c n u o 0 0 0 0 1 d n a , e d a r g d o g l t / g 1 0 . , , , s e n n o t 0 0 0 0 0 0 1 t s e r a e n e h t o t d e d n u o r n e e b s a h a t a d e v o b a . i a n a c p o r T r o f t p e c x e 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 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 . 3 2 0 2 y r a u r b e F 3 2 d e t a d " a n a c p o r T t a i e t a d p U e v r e s e R e r O d n a e c r u o s e R l a r e n M i " l e s a e e r X S A n i i l d e t r o p e r y s u o v e r p a n a c p o r T i . i a n a c p o r T n i i l g n d o h % 0 3 s g e R i e h T . 1 . 2 . 3 . 4 . 5 22 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 23 Financial Report Directors’ Report Directors’ Report ..................................................................................25 Remuneration Report ..........................................................................37 Auditor’s Independence Declaration ..............................................52 Consolidated Statement of Comprehensive Income ..................54 Consolidated Balance Sheet .............................................................55 Consolidated Statement of Changes in Equity ............................56 Consolidated Statement of Cash Flows .........................................57 Notes to the Financial Statements ..................................................58 Directors’ Declaration .........................................................................91 Independent Auditor’s Report ..........................................................92 Your directors submit their report for the year ended 30 June 2023. Directors The directors of Regis Resources Limited (“Regis” or “Company”) in office since 1 July 2022 and up to the date of this report are set out below. Directors were in office for the entire period unless otherwise stated: 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 also an advisor to Resource Capital Funds. 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 qualified 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 ASX listed iron ore producer and explorer Mt Gibson Iron Limited from 2012 to 2018. Mr Beyer holds a Bachelor of Engineering (Mining) degree, a Masters of Geoscience (Mineral Economics) and is 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. Mr Paul Arndt BSc (Hons), GradDipEng, MSc, MBA (appointed 25 November 2022) (Independent Non-Executive Director) Mr Arndt has a track-record in the management of open pit and underground mining operations across the gold and base metals sectors in Australia and overseas. Most recently, he was the Managing Director of Perilya Mines Ltd, which owns the extensive Broken Hill base metals mining complex in New South Wales and developed and operates the first underground mine in the Dominican Republic. Prior to joining Perilya, he was General Manager of the Telfer Gold Mine in Western Australia for Newcrest Mining. Over his 40-year career, he has also held senior management positions with MIM Holdings Limited and Pasminco Limited, including operating smelters and refineries, as well as Australian industrial companies, BGC and Boral Limited. He has also consulted for business improvement specialists, Partners in Performance. Mr Arndt is currently a Non-Executive Director of PanAust Limited. Mr Arndt was previously a Non-Executive Director of ASX listed Mallee Resources Limited (formerly Myanmar Metals Limited) from June 2018 to December 2022. Other than as mentioned above, during the past three years Mr Arndt has not served as a director of any other ASX listed companies. 24 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 25 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 ASX-listed Sipa Resources Limited as Managing Director, ceasing on 31 January 2020. 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 Company 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 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. Dividends Mining Limited, Newcrest Mining Limited, Plutonic Resources Limited and as an Executive Dividends paid or declared by the Company to members since the end of the previous financial year were: 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 Western Australia. Mrs Burnett is currently a Non-Executive Director of NickelSearch Limited. Other than as mentioned above, during the past three years Mrs Burnett has not served as a director of any other ASX listed companies. Declared and paid during the 2023 financial year Ordinary shares Nature of Operations and Principal Activities Cents per share Total amount $’000 Date of Payment 2.0 15,101 28 October 2022 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; Mrs Fiona Morgan, CPEng, BE(Hons), FIEAust, FAusIMM, GAICD • Production of gold (non-operator) from the Company’s 30% interest in the Tropicana Gold Project (“Tropicana”); (Independent Non-Executive Director) Mrs Morgan is a Chartered Professional Engineer with over 30 years’ experience in the mining industry, including working on gold, nickel, coal and iron ore projects. Mrs Morgan was 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 and operating resource projects. Mrs Morgan stepped down as Managing Director and Chief Executive Officer in September 2021 and remained a Non-Executive Director of Mintrex Pty Ltd until 30 June 2022. She has wide ranging 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. Mr Steve Scudamore AM, BA (Hons) MA (Oxon), FCA, FAICD, SFFin, 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 Chartered Accountants Australia and New Zealand and the Institute of Chartered Accountants in 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. • • Exploration, evaluation and development of gold projects in the Goldfields of Western Australia; and Evaluation and progression of approvals for 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: • Focus on mining safely and responsibly; • Deliver value through its existing operations and projects; • Grow organically through exploration; and • Assess opportunities for inorganic growth. Objectives Completed in FY23 that Contribute to Strategy Delivery During the FY23 year, the Company has delivered in each of these areas of its strategy through: • A continuing focus on a safe workplace for everyone, every day. The development of a strong safety culture is demonstrated by the Lost Time Injury Frequency Rate continuing to be well below the industry average; • A record full year of gold production; • Increasing production from the underground mines at the Duketon South Operations (Rosemont and Garden Well); • An increase in the Company’s total underground Reserves after depletion with potential for further mine life extension at Duketon as a result of recent exploration; • The reliable delivery of production from Tropicana; and • New South Wales Independent Planning Commission approval of the McPhillamys Gold Project. 26 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 27 Directors’ ReportDirectors’ ReportObjectives Going Forward 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 process 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; Performance relative to the previous financial year Consolidated net loss after tax was $24.333 million for the full year to 30 June 2023 (30 June 2022: $13.775 million profit). The net loss is primarily a result of a higher cost environment and non-cash depreciation and amortisation charges, as well as the write down of stockpile values. Sales The Company produced 458,351 ounces of gold for the year ended 30 June 2023 with 327,258 ounces from the Company’s Duketon Operations and 131,093 from its 30% interest in Tropicana. Gold sales revenue rose by 12% from the previous year with 458,893 ounces of gold sold at an average price of $2,471 per ounce in 2023 (2022: 439,310 ounces at $2,312 per ounce). The Company delivered gold • • Focus on regional exploration to add incremental ounces and mine life to the three operating mills at Duketon; produced into a combination of forward contracts and spot market sales. Finalise the feasibility study and funding strategy of the McPhillamys Gold Project in NSW with a view to developing a significant long- life gold mine; • Return value to shareholders through dividends where appropriate; and • Actively pursue inorganic growth opportunities. Operating and Financial Review Overview of the Group Regis is an 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”) contain the Garden Well Gold Mine (open pit and underground), the Rosemont Gold Mine (open pit and underground), the Tooheys Well gold deposit, the Baneygo gold deposit, the Russells Find gold deposit and the Ben Hur gold deposit. The Duketon North Operations (“DNO”) comprise the Moolart Well Gold Mine (open pit), the Gloster gold deposit, Dogbolter Coopers gold deposits and Eindhoven Buckingham gold deposits. The Company has a 30% interest in the Tropicana Gold Project located in the Albany-Fraser Belt, approximately 330 kilometres north-east of The total hedging position at the end of the year was 120,000 ounces at a fixed price of $1,571 per ounce (2022: 220,000 ounces at a fixed price of $1,571 per ounce). The Company has committed to delivering the remaining 120,000 ounces in the 2024 financial year. Cost of Sales Costs of sales including royalties and the write down of ore stockpiles, but before depreciation and amortisation increased by 10% to $719.968 million. Depreciation and Amortisation The 31% increase in depreciation and amortisation charges were primarily a result of accelerated amortisation at the Duketon North Operations, predominantly at the Moolart Well and Dogbolter Coopers pits, plus Tooheys Well pit at Duketon South which were nearing completion of their mine lives in the year ended 30 June 2023. Cash Flow from Operating Activities Cash flow from operating activities was $454.936 million, up 31% on the prior year mainly due to higher gold production and prices achieved over the financial year, despite higher operating costs. Kalgoorlie in Western Australia. Tropicana is operated by joint venture partner AngloGold Ashanti Australia Limited and includes the Havana During the year, the Company received an income tax refund of $67.1 million. open-pit operation, and the Boston Shaker and Tropicana underground operations. The interest in Tropicana was acquired in May 2021. 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) Impairment of non-current assets Interest income Finance costs (Loss)/profit before tax Income tax benefit/(expense) (Loss)/profit after tax Other financial information Cash flow from operating activities Cash and cash equivalents Bank debt Net cash/(debt) Net assets 2023 $’000 2022 $’000 1,133,732 1,015,698 (719,968) (651,736) (8,627) (33,772) 371,365 (385,014) (1,905) 4,162 (22,211) (33,603) 9,270 (24,333) 454,936 204,885 (298,748) (93,863) (1,912) (25,937) 336,113 (294,588) (11,117) 245 (11,210) 19,443 (5,668) 13,775 346,994 207,354 (295,883) (88,529) 1,539,841 1,577,299 Basic (loss)/earnings per share (cents per share) (3.22) 1.83 Change $’000 118,034 (68,232) (6,715) (7,835) 35,252 (90,426) 9,212 3,917 (11,001) (53,046) 14,938 (38,108) 107,942 (2,469) (2,865) (5,334) (37,458) (5.05) Change % 12% 10% 351% 30% 10% 31% (83%) 1599% 98% (273%) (264%) (277%) 31% (1%) 1% 6% (2%) (276%) (i) EBITDA is an adjusted measure of earnings before interest (finance costs), taxes, depreciation and amortisation (and impairment of non-current assets). 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. The Company paid a fully franked dividend in FY23 totalling $15.1 million. Duketon South Operations (“DSO”) Operating results at the Duketon South Operations for the 12 months to 30 June 2023 were as follows: Open Pit Ore Mined Open Pit Waste Mined Stripping Ratio Open Pit Mined Grade Underground Development Underground Ore Mined Underground Mined Grade Total Gold Ounces Mined Ore Milled Head Grade Recovery Gold Production Gold Sold All in Sustaining Costs(i) Units 30 June 2023 30 June 2022 Mt Mt Waste:Ore g/t Au m Mt g/t Au Oz Mt g/t Au % Oz Oz A$/oz 5.26 13.06 2.48 1.18 10,847 1.00 2.40 8.14 23.43 2.88 1.07 9,563 0.78 2.44 276,714 341,082 6.14 1.41 90.8% 252,672 254,939 1,858 6.11 1.39 89.8% 244,625 246,695 1,619 (i) All-in sustaining costs (“AISC”) per ounce of production are non-IFRS financial information and not subject to audit. These are comparable measures commonly used in the mining industry and in particular the gold mining industry. The Company follows the World Gold Council guidelines for reporting AISC. Throughout the financial year and in the following tables, AISC has been reported excluding the impacts of the write-downs of inventory as these write- downs predominantly relate to ore mined in previous years (sunk costs) which have not been processed in the current year and the majority of which is not expected to be processed in the following year. For further details of inventory write-downs refer to Note 3 and Note 9 to the annual financial statements. Production at DSO was slightly higher than the previous year with 252,672 ounces of gold produced at an all-in sustaining cost of $1,858 per ounce. Costs continue to be impacted by industry-wide inflationary pressures with a 15% increase to the AISC. 28 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 29 Directors’ ReportDirectors’ ReportDuketon North Operations (“DNO”) Operating results for the 12 months to 30 June 2023 were as follows: Open Pit Ore Mined Open Pit Waste Mined Stripping Ratio Open Pit Mined Grade Total Gold Ounces Mined Ore Milled Head Grade Recovery Gold Production Gold Sold All in Sustaining Costs Units 30 June 2023 30 June 2022 Mt Mt Waste:Ore g/t Au Oz Mt g/t Au % Oz Oz A$/oz 2.31 17.07 7.37 1.09 2.63 30.68 11.67 0.89 81,085 75,315 2.62 0.99 88.9% 74,586 70,931 2,428 3.00 0.81 90.7% 70,912 69,673 1,908 DNO produced 74,586 ounces of gold for the year at an all-in sustaining cost of $2,428 per ounce. Gold production was up slightly on the prior year as a result of a grade increase feeding into the Moolart Well processing plant, with mill feed coming mainly from the high grade Gloster and Dogbolter Coopers satellite pits. Costs continue to be impacted by industry-wide inflationary pressures with a 27% increase to the AISC. Tropicana Gold Project Operating results (at 30%) for the 12 months to 30 June 2023 were as follows: Open Pit Ore Mined Open Pit Waste Mined Stripping Ratio Open Pit Mined Grade Underground Development Underground Ore Mined Underground Mined Grade Total Gold Ounces Mined Ore Milled Head Grade Recovery Gold Production Gold Sold All in Sustaining Costs Units Mt Mt Waste:Ore g/t Au m Mt g/t Au Oz Mt g/t Au % Oz Oz A$/oz 30 June 2023 (12 months) 30 June 2022 (12 months) 1.19 21.38 17.92 1.66 3,058 0.47 3.18 0.76 21.48 28.08 1.87 2,897 0.40 3.31 111,248 88,387 2.92 1.55 90.0% 131,093 133,023 1,258 2.87 1.47 89.7% 121,772 122,942 1,133 Production at Tropicana totalled 131,093 ounces at an all-in sustaining cost of $1,258 per ounce. As with the Duketon Operations, costs continue to be impacted by industry-wide inflationary pressures, with an increase of 11% to the AISC. Exploration During the year, a total of 433,125 metres of exploration drilling was completed with 327,928 metres across the Group’s tenements at Duketon and 105,196 metres at Tropicana. The Tropicana exploration drilling comprised 33,565 metres of RC drilling and 71,631 metres of diamond drilling. Regis’ exploration for FY23 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: Prospect Aircore RC Diamond Total Prospect Aircore RC Diamond Bandya Ben Hur Boston Budgerigar Claypan 9,886 4,314 3,620 11,850 - - 5,976 5,764 1,945 - - - - - - 14,200 Mitchell 15,470 Moolart North 5,976 5,764 1,945 Moolart Well Mourillian Mt Maiden 1,311 5,079 - 2,082 - 1,842 2,152 2,319 - - Commonwealth 10,190 24,951 552 35,693 O'Connor Reward - 732 Davies Bore 16,466 4,694 Doris Well Duketon Townsite Erlistoun Garden Well Giles Gilga Well Hack Bore Ingijingi King John King of Creation Little Well Mason Hill Maverick McKenzie 3,449 2,903 1,959 - - 16,493 10,020 2,089 9,938 - - - 1,296 - 1,200 1,440 - - - 3,888 7,371 1,656 3,436 - - - 5,323 4,269 McKenzie Well 1,022 - - - - - 21,160 Paillards Find 6,330 10,446 3,449 4,199 1,959 Petra Reichelts - - Rocky Ridge 3,020 21,480 13,196 1,283 14,479 9,067 10,267 Rosemont - - - - 1,440 Rosemont West 16,493 Russell's Find 10,020 Salt Soak 2,089 Steer Creek 1,139 14,965 Swansons Ten Mile Bore Tooheys Well Urarey Victory 1,970 - - 610 - - 9,341 1,656 3,436 5,933 4,269 1,022 - - - 7,500 - 1,333 2,460 2,095 - - - - - 3,327 2,084 - - 4,479 1,290 Winnebago 2,303 - - 7,003 Total 127,110 154,161 46,657 327,928 Total 1,311 7,161 1,842 2,152 2,319 732 16,776 21,480 - - - - - - - - - 3,020 31,385 31,385 651 - - - - - - - - - 651 7,500 3,327 3,417 2,460 2,095 4,479 1,290 7,003 2,303 Significant projects advanced during the year ended 30 June 2023 are outlined below. All drilling results and resource estimations highlighted below 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 South Underground Project The first production stope was fired and delivered to the mill at Garden Well South with commercial production occurring in April 2023. The current mining inventory at Garden Well South is 1.85Mt at 3.2 g/t for a total of 190koz as described in the Feasibility Study. Development – Garden Well Main Exploration Decline The exploration decline into the Garden Well Main area progressed approximately 70% of the current plan. Drilling commenced in the southern part of the decline with the expectation of completing the decline by end of calendar year 2023. 30 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 31 Directors’ ReportDirectors’ ReportDevelopment – McPhillamys Gold Project NSW Mineral Resource and Ore Reserve Estimates The McPhillamys Gold Project achieved a major approvals milestone in the March quarter 2023 receiving approval from the New South Wales Independent Planning Commission (IPC). The Company has completed all outstanding queries in relation to a Federal Section 10 application (Aboriginal and Torres Strait Islander Heritage Protection Act) and is anticipating a response shortly. A resolution of this outstanding item will allow a return to the additional in-field geotechnical drilling required due to site layout changes that occurred during the NSW planning approvals phase. The updated information will feed into the finalisation of the feasibility study, along with confirmation of the funding strategy. A final investment decision is currently targeted for late in the June quarter 2024. 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. Mineral Resources 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 The Company continues to work with the local and surrounding communities to ensure opportunities and impacts presented by the project not be the same as currently anticipated. Any material reductions in estimated Mineral Resources and Ore Reserves, or of Regis’ ability to development are communicated and mitigated where practicable. extract these mineral Reserves, could have a material adverse effect on the results of operations and financial condition. Tropicana Gold Project (30% Regis, 70% AngloGold Ashanti Australia Limited) Effectiveness of Regis Gold Price Hedging Work associated with the Havana Underground Pre-Feasibility Study (PFS) progressed during the year. The PFS is expected to be completed by the December quarter 2023 with the potential to start a main access decline in the second half of calendar year 2024. The “Havana Link” drive development is planned to extend from the existing Tropicana underground decline as an exploration drive to verify the high-grade mineralisation between Tropicana and Havana. The link drive may provide early access to the Havana underground for continuing infill and verification drilling and potentially mining. Secured Bank Loan The Group had a net current liability position of $13.180 million as at 30 June 2023 (net current asset of $187.992 million as at 30 June 2022). The net current liability is being impacted by the secured bank loan being classified as current as it matures in May 2024. The directors are confident in the ability of the Company to extend the loan maturity and the Company is actively working with its lenders to that effect. 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 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. Debt and Hedging Covenants The Company has entered into agreements with financiers and hedge providers that contain various undertakings and financial covenants. Non-compliance with the undertakings and covenants contained in these agreements could lead to a default event resulting in the debt becoming due and payable with potentially adverse effects on the financial position of the Company. Management continually monitor for compliance with the required undertakings and covenants. 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, bushfires 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. management of business performance to ensure that operating cash margins are retained despite a fall in the spot gold price. The risks Changes to climate related regulations and government policy have the potential to impact on our financial results. These changes may associated with such fluctuations and volatility may be reduced by any gold price hedging that Regis may undertake, though there is no include the imposition of a tax on carbon output, mandatory carbon output reductions or the implementation of new taxes on diesel fuel or assurance as to the efficacy of such gold hedging. A declining gold price can also impact operations by requiring a reassessment of the gas which would impact the Company given its current reliance on diesel and gas across its operations. 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 the Company’s results of operations and financial condition. Foreign Exchange Rate Risk Regis is an Australian business that reports in Australian dollars. 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 the Company’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. 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 the Company’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, 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 the Company’s performance and the value of its assets. 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. Cyber Security The potential for cyber security attacks, misuse and release of sensitive information pose ongoing and real risks. During the year, the Group continued to make improvements in its cyber security environment and planning. 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 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. 32 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 33 Directors’ ReportDirectors’ ReportLikely Developments and Expected Results Directors’ Meetings There are no likely developments of which the directors are aware which could be expected to significantly affect the results of the Group’s The number of directors’ meetings held (including meetings of Committees of the Board) and number of meetings attended by each of the operations in subsequent financial years not otherwise disclosed in the Nature of Operations and Principal Activities, Operating and Financial directors of the Company during the financial year are: Review, Material Business Risks or the Significant Events after the Balance Date sections of the Directors’ Report. Environmental Regulation and Performance The operations of the Group are subject to environmental regulation under the laws of the Commonwealth and the States of Western Australia and New South Wales. The Group holds various environmental licenses issued under these laws, to regulate its mining and exploration activities in Australia. These licenses include conditions and regulations in relation to specifying limits on discharges into the air, surface water and groundwater, rehabilitation of areas disturbed during the course of mining and exploration activities and the storage of hazardous substances. All environmental performance obligations are monitored by the Board of Directors and subjected from time to time to Government agency audits and site inspections. There have been no material breaches of the Group’s licenses and all mining and exploration activities have been undertaken in compliance with the relevant environmental regulations. Share Options Unissued Shares At the date of this report, the Company had no unissued shares under unlisted options. Shares Issued as a Result of the Exercise of Options There were no unlisted options exercised by employees during the financial year. Performance Rights Unissued Shares At the date of this report, the Company had the following unissued shares under unvested performance rights. Vesting Period Ended 30 June 2024 30 June 2025 Number outstanding 702,879 2,555,489 At the date of this report, the Company has 196,751 unissued shares relating to performance rights vested on 1 July 2023. The Company also has 58,197 performance rights with vesting period ended 30 June 2023 and due to vest by 31 August 2023 on signing of the annual financial statements. 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. Directors’ Meetings Audit Committee Remuneration, Nomination and Diversity Committee Risk, Safety, Environment and Community Committee No. Scheduled to Attend No. Attended No. Scheduled to Attend No. Attended No. Scheduled to Attend No. Attended No. Scheduled to Attend No. Attended J Mactier J Beyer P Arndt(i) L Burnett F Morgan S Scudamore 11 11 5 11 11 11 11 11 5 11 11 11 6 - - 6 - 6 6 - - 6 - 6 4 - - 4 - 4 4 - - 4 - 4 - - 2 4 4 4 - - 2 4 4 4 (i) Mr Arndt was appointed on 25 November 2022 as Independent Non-Executive Director 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 Paul Arndt Lynda Burnett Fiona Morgan Audit Committee Risk, Safety, Environment and Community Committee Remuneration, Nomination and Diversity Committee  -  (from 1 Jul 23)  (from 22 Feb 23)  (resigned 1 Jul 23)  - Chairperson  -  - Steve Scudamore Chairperson  (resigned 1 Jul 23) Chairperson 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 had not changed from the holdings as at 30 June 2023 as disclosed in the Remuneration Report. The directors’ interests in the shares of the Company at the date of this report are set out in the table below. J Mactier J Beyer P Arndt L Burnett F Morgan S Scudamore Number of ordinary shares 156,234 317,904 26,495 30,000 529,190 54,484 34 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 35 Directors’ ReportDirectors’ ReportAuditor Independence and Non-Audit Services Dear Shareholder, During the year KPMG, the Group auditor, provided the following non-audit services. The directors are satisfied that the provision of non- The Board, through its independent Remuneration, Nomination and Diversity Committee, reviews annually, the remuneration of the audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature and Company’s Key Management Personnel (KMP) and Non-Executive Directors (NED). It seeks to implement remuneration structures that are scope of each type of non-audit service provided means that auditor independence was not compromised. competitive, fair, transparent, non-discriminatory, and aligned with shareholder interests. KPMG Australia received or are due to receive the following amounts for the provision of audit and non-audit services: KMP remuneration comprises both fixed and variable components and is significantly weighted towards the variable, at-risk components of Remuneration Report (Audited) Audit and review of financial statements Assurance services Other advisory services $ 423,549 5,175 12,801 441,525 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. Short-Term Incentives (STI) and Long-Term Incentives (LTI). Within the variable component, a greater emphasis is placed on LTI. Furthermore, most of the at-risk remuneration is awarded in the form of performance rights and has appropriate gateways, hurdles, timeframes, clawback rights and discretion. NED remuneration is on a fixed fee basis plus superannuation. NEDs are encouraged to purchase shares in the Company. It is worth noting that the Company’s FY22 Remuneration Report, which included our intentions for FY23, received strong support from shareholders at the Annual General Meeting in November 2022. FY23 KMP Remuneration As foreshadowed in the FY22 report, the fixed component of KMP total fixed remuneration (TFR) was increased in FY23 to re-calibrate with our targeted market median level and significant inflation. The FY23 STI and LTI components of KMP remuneration were similar to FY22 reflecting the Company’s short-term priorities and longer-term strategic goals, as well as recognising each KMP’s role and responsibilities. A notable addition was the inclusion in STIs of KPIs relating to the rate of land rehabilitation and completing actions to improve carbon emission efficiencies and water reuse. No changes were made to the overall STI and LTI percentage opportunities. Again, 50% of STI awarded to KMP for FY23 are intended to be issued in the form of 12-month performance rights, the other 50% in cash. The percentage of potential STI awarded to each KMP in FY23 was: 45% to the MD/CEO, 43% to the COO and 46% to the CFO. The deferred equity component of the FY22 awards (via 12-month performance rights) were granted at a price of $1.422. Of the long-term performance rights issued in FY21, only 26% vested at their final test date on 30 June 2023. FY24 KMP Remuneration An independent remuneration consultant was again engaged to provide benchmarking data and additional insights into remuneration structures, levels, and trends in the Australian mining sector. This data was sourced from annual reports published by a selection of ASX listed mining and mining service companies for the year ended 30 June 2022. The comparator list is larger and broader than the narrower gold producer peer group that we use for calculating relative TSR (used in LTI) as we recognise that our KMP (and NED) skills and experience are transferable across different commodities and sectors within the mining industry. From this report, combined with our own data and experience, it is very clear that employment in the mining industry remains tight and competitive at all levels. For FY24 TFR increases for most KMP have been agreed, consistent with our industry median target and significant inflation. The overall STI and LTI percentage opportunities remain the same. STI and LTI KPIs similar to FY23 have been utilised for KMP remuneration in FY24. A notable addition is the inclusion of a KPI in STIs relating to further progress towards a final investment decision in relation to the McPhillamys project. Within the STI components, variations in weightings have been adopted to reflect individual responsibilities and targets. The no-fatality and no catastrophic environmental incident gateways will again apply to 100% of KMP STI payments in FY24 as will the 12-month equity-linked deferral mechanism on 50% of any STI awarded. The Board retains the right to clawback previous payments made to KMP under circumstances involving fraud, misrepresentation, or malfeasance by KMP. Non-Executive Director Remuneration Remuneration for NED is in the form of fixed fees (plus superannuation), set at levels which we believe are necessary and appropriate to attract and retain directors of the calibre, skills and experience we expect, recognising the workload and responsibility they have. FY23 NED fees remained the same as they were in FY22. Furthermore, no changes have been made for FY24 (other than the statutory 0.5% increase in superannuation contributions) and the aggregate of all NED fees (including superannuation) remains within the shareholder approved limit of $950,000. The individual performance and contribution of each NED and of the Board itself is reviewed annually by the Non-Executive Chairman. The above is not a complete list of changes to our remuneration arrangements. Full details are set out in the following report which I encourage you to read in its entirety. Steve Scudamore 36 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 37 Directors’ ReportChairman, Remuneration, Nomination and Diversity Committee The chart below provides a summary of the structure of executive remuneration in the 2023 financial year: This remuneration report for the year ended 30 June 2023 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 2023 are set out below: Name Position Term as KMP Fixed Remuneration Base salary + superannuation + benefits Variable Remuneration STI Plan LTI Plan Non-Executive Chairman Full financial year Cash and Performance Rights Performance Rights Non-executive directors J Mactier P Arndt L Burnett F Morgan S Scudamore Executive directors J Beyer Other executives T Bevan S Gula A Rechichi Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Appointed 25 November 2022 Full financial year Full financial year Full financial year Chief Executive Officer and Managing Director Full financial year Interim Chief Financial Officer Resigned 31 October 2022 Chief Operating Officer Chief Financial Officer Full financial year Commenced 3 October 2022 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 Remuneration Make-Up of Maximum Available Total Remuneration 37% LTI Chief Executive Officer and Managing Director 37% Fixed Remuneration 26% STI Elements of Remuneration in FY23 Fixed remuneration 29% LTI 27% STI Other Executives 44% Fixed Remuneration Company rewards executives with a level and mix of remuneration appropriate to their position, responsibilities and performance, in a way Fixed remuneration consists of base remuneration (including any fringe benefits tax charges related to employee benefits), as well as that aligns with the business strategy. The Company has implemented an Executive Incentive Plan for executive directors and other KMPs employer contributions to superannuation funds. The Group allows KMP to salary sacrifice superannuation for additional benefits (on a total which sets out the performance hurdles for both Short Term Incentives (“STI”) and Long Term Incentives (“LTI”). cost basis). 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 FY23, 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 longer term “at risk” reward opportunity which takes the form of performance rights, subject to meeting predetermined performance and vesting conditions. Executive remuneration levels are reviewed at least annually by the Remuneration, Nomination and Diversity Committee. 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 marketplace, as required. In January 2023, The Reward Practice Pty Ltd reviewed the existing remuneration arrangements of the Company’s KMPs and Non-Executive Directors and made recommendations to the Remuneration, Nomination and Diversity Committee. Fees to The Reward Practice Pty Ltd for this engagement totalled $9,100 exclusive of GST. 38 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 39 Remuneration Report (Audited)Remuneration Report (Audited)Performance linked remuneration Long Term Incentives Performance linked remuneration includes both STI and LTI and is designed to reward KMP for meeting or exceeding their KPIs. Under the current arrangements, annual grants of performance rights are made to executives to align remuneration with the creation of Short Term Incentive Under the current arrangements, executives have the opportunity to earn an annual incentive. The STI recognises and rewards annual performance. FY23 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 FY23, the Chief Executive Officer and Managing Director had a maximum STI opportunity of 70% of total fixed executives earn? remuneration (“TFR”), 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 2023 financial year: Jim Beyer Stuart Gula Anthony Rechichi KPI 1: Safety targets; 20% 20% 15% • AIFR reduction; • TRIFR reduction; • LTIFR below industry benchmark; KPI 2: All in sustaining costs relative to guidance; KPI 3: Production relative to guidance; KPI 4: Environmental targets; • No significant environmental incidents • No significant compliance issues • Increase rate of land rehabilitation, complete planned actions on water and carbon efficiency plans; KPI 5: Resource Growth KPI 6: Individual Performance Targets 15% 15% 20% 20% 20% 20% 20% 15% 15% 20% 10% 10% 10% 15% 20% 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 shareholder value over the long-term. FY23 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 FY23, the Chief Executive Officer and Managing Director had a maximum LTI opportunity of 100% of total fixed executives earn? 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 issued measured? in FY23 are subject to the following vesting conditions: 1. Relative Total Shareholder Return (50%(i)) i. Performance against comparator group (ASX code: EVN, NST, PRU, CMM, SBM, WGX, NCM, SLR, GOR, RMS, WAF, ALK, RED, EMR): ii. Between 50th percentile and the 75th percentile 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%) i. Vesting will depend on the Company’s growth in Ore Reserves net of depletion over the three-year performance period. Growth in Reserves can arise from M&A activity. ii. 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. Production Growth (25%) i. Annualised gold production as at 30 June 2025 testing date (referencing the Board approved budgeted gold production for FY26) exceeds the current approved Regis LOM Reserves plan (note this includes current plans for Duketon and Tropicana but excludes McPhillamys) by 10-20%. This will result in a straight-line pro-rata between zero and 100% of the production growth performance rights vesting. Growth in production can arise from M&A activity. When is performance The performance rights issued in FY23 have a three-year performance period with the vesting of the rights measured? tested as at 30 June 2025. 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? i. Due to termination for cause, then any unvested rights will automatically lapse on the date of the cessation of employment; or ii. 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 change is a change of control? 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. 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). for dividends? What happens if there In the event of a change of control, a pro-rata cash payment will be made based on assessment of performance is a change of control? up to the date of the change of control (subject to Board discretion). (i) Represents the maximum award if stretch targets are met. 40 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 41 Remuneration Report (Audited)Remuneration Report (Audited)Performance and Executive Remuneration Outcomes in FY23 Actual remuneration earned by executives in FY23 The actual remuneration earned by executives in the year ended 30 June 2023 is set out below. This provides shareholders with details of the remuneration actually paid to executives for performance in FY23 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 and individual performance against those measures was as follows for 2023: Key Performance Indicator Jim Beyer Stuart Gula Rechichi(iii) Metric Achievement KPI 1: Safety Targets 20% 20% 15% Reduction in key safety Weighting Anthony measures: • AIFR reduction 100% achieved: 16% reduction vs prior year • TRIFR reduction 100% achieved: 15% reduction vs prior year • LTIFR below industry 100% achieved: benchmark 0.94 vs industry average of 2.2 KPI 2: AISC KPI 3: Production 15% 15% 20% 20% 20% 15% AISC relative to guidance Not achieved Production relative to Not achieved guidance KPI 4: Environmental Targets 20% 20% 15% Targets: Achieved 100% • No significant environmental incidents • No significant compliance issues • Increase rate of land 273% increased land rehabilitation, complete rehabilitation, 39% decrease in planned actions on water bore field water use, and Solar and carbon efficiency Farm completion achieved for plans carbon efficiency plans. KPI 5: Resource Growth 20% 10% 15% Resource growth through Not achieved discovery or acquisition KPI 6: Individual Performance 10% 10% 20% Specific individual targets and Achieved 53% average Targets objectives that are focused on personal performance and organisational improvements that are commercially confidential Based on this assessment, the STI payments for FY23 to executives were recommended as detailed in the following table: Name Jim Beyer Stuart Gula Position Chief Executive Officer and Managing Director Chief Operating Officer Anthony Rechichi(iii) Chief Financial Officer Achieved STI(i) % Percentage of TFR % STI Awarded(ii) $ 45% 43% 46% 31% 26% 28% 297,675 157,935 96,198 (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. (iii) Mr Rechichi commenced his position as Chief Financial Officer on 3 October 2022 and therefore a pro-rata (75%) STI was awarded accordingly. Performance against LTI measures LTI awards granted in FY23 will be subject to testing at the end of the three-year performance period on 30 June 2025. In November 2022, after receiving approval from shareholders at the AGM, 664,763 performance rights were granted to Executive Director Mr Jim Beyer, 279,902 and 205,760 performance rights were granted to executives Mr Stuart Gula and Mr Anthony Rechichi 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 FY22 will be subject to testing at the end of the three-year performance period on 30 June 2024. In November 2021, after receiving approval from shareholders at the AGM, 450,564 performance rights were granted to Executive Director Mr Jim Beyer, 156,196 and 189,709 performance rights were granted to executives Mr Stuart Gula and Mr Jon Latto respectively under the Group’s Executive Incentive Plan (“EIP”). Mr Jon Latto resigned as an executive on 11 May 2022 and forfeited his LTI awards. Further details of the grant, including performance conditions and the calculation of fair value is disclosed in the Note 23 to the financial statements. LTI awards granted in FY21 were 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, and 67,350 and 55,661 performance rights were granted to executives Mr Stuart Gula and Mr Jon Latto respectively under the Group’s EIP. Mr Jon Latto resigned as an executive on 11 May 2022 and forfeited his LTI awards. Further details of the grant, including performance conditions and the calculation of fair value is disclosed in the Note 23 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 ended on 30 June 2023 were as follows: Performance Condition Weighting Metric Achievement Relative TSR 50% Relative Total Shareholder Return measured Not achieved on a sliding scale against a select peer group of comparator companies. (ASX code: EVN, NST, PRU, RSG, SAR, SBM, WGX, NCM, OGC, SLR, GOR, RMS) Reserves 25% Growth in Ore Reserve in excess of depletion 30% award: delivered a 6% increase over the three-year vesting period. in Reserves over depletion (excluding Tropicana acquisition Reserves) McPhillamys 25% McPhillamys Project progress as determined 75% award: major milestone delivered by the Board. with NSW Independent Planning Commission approval received plus other substantial progress 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 2023 $’000 2022 $’000 1,133,732 1,015,698 Net (loss)/profit after tax (24,333) 13,775 Basic earnings/(loss) per share (cents) Diluted earnings/(loss) per share (cents) (3.22) (3.22) 1.83 1.82 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 Net assets 1,539,841 1,577,299 1,584,305 835,081 716,464 42 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 43 Remuneration Report (Audited)Remuneration Report (Audited) Performance and Executive Remuneration Arrangements in FY24 Subsequent to the end of the 2023 financial year, the Board resolved to set STI and LTI hurdles as follows for the 2024 financial year: Component Links to FY24 Performance Total Fixed Remuneration (TFR) Salaries awarded effective 1 July 2023 are used as the basis for determining the value component for the FY24 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% Component Links to FY24 Performance Short Term Incentives (STI) KPI 5: Resource Growth and McPhillamys 30% 10% 25% Jim Beyer Stuart Gula Anthony Rechichi • Resource growth (after depletion) through discovery (assessed potential or actual) or acquisition at the discretion of the Board; and • Satisfactory progression of McPhillamys Project to FID (allowing for any delays due to external factors beyond KMP control). KPI 6: Individual performance targets: 10% 10% 10% Specific individual targets and objectives that are focussed on personal performance and organisational improvements that are commercially confidential. Short Term Incentives The following KPIs were chosen for the 2024 financial year: Jim Beyer Stuart Gula Anthony Rechichi The Board retains discretion to adjust the STI mechanism and amounts. (STI) KPI 1: Safety targets: • All Injury Frequency Rate: • Threshold: 5% reduction from 30 June 2023 level (0% awarded); • Target: 10% reduction from 30 June 2023 level (33% awarded); • Stretch: 15% reduction from 30 June 2023 level (100% awarded); • Pro-rated between each; • Total Recordable Injury Frequency Rate: • Threshold: 5% reduction from 30 June 2023 level (0% awarded); • Target: 10% reduction from 30 June 2023 level (33% awarded); • Stretch: 15% reduction from 30 June 2023 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); 15% 20% 15% Long Term Incentives The performance rights issued for FY24 will be subject to a three year vesting period and the following vesting (LTI) conditions: 1. Relative Total Shareholder Return (50%(i)) Performance against comparator group(ii): Between 50th percentile and the 75th percentile (i.e. 8th to 11th of 14 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. 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 2025 testing date (referencing the then Board approved budget gold production for FY26) exceeds the current approved Regis LOM Base Case Plan by 10-20%. This will result in a straight-line pro-rata between zero and 100% of the production growth performance rights vesting. 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 2023, will comprise the following gold producers: 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: 15% 20% 15% • No significant environmental incidents; • No significant environmental compliance issues; • Increased rate of land rehabilitation; completing actions on water and carbon efficiency plans; 1. Evolution Mining Limited 2. Northern Star Resources Limited 3. Perseus Mining Limited 4. Capricorn Metals Limited 5. Silver Lake Resources Limited 6. Gold Road Resources Limited 7. Ramelius Resources Limited 8. West African Resources Limited 9. Westgold Resources Limited 10. Alkane Resources Limited 11. Red 5 Limited 12. Emerald Resources NL 13. Resolute Mining Limited 14. Genesis Minerals Limited 44 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 45 Remuneration Report (Audited)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, Mr Stuart Gula, the Company’s Chief Operating Officer and Mr Anthony Rechichi, the Company’s Chief Financial Officer are employed under a contract with the following termination provisions: Notice Period Payment in Lieu of Notice 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 Entitlement to Options and Rights on Termination 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 FY23, total non-executive directors’ fees paid were $747,364 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. Key Management Personnel Remuneration Table 1: Remuneration for the year ended 30 June 2023 Short Term Post Employ- ment Salary & Fees $ Cash Rewards $ Non- Monetary Benefits* $ Super- annuation $ 2023 Long-term benefits Accrued annual & long service leave# $ Share- based Payment Options & Rights+ $ Termin- ation payments $ Non-executive directors J Mactier(i) P Arndt(ii) L Burnett(iii) F Morgan(iv) 190,000 73,315 137,500 130,000 S Scudamore(v) 152,500 Executive directors - - - - - - - - - - 19,950 - 14,437 13,650 16,012 - - - - - - - - - - J Beyer 828,890 148,838 5,386 89,796 67,206 690,276 Other executives T Bevan(vi) 132,759 - S Gula 511,921 78,967 A Rechichi(vii) 321,043 48,099 - 5,386 4,040 - 58,168 27,500 - - 36,350 312,066 23,083 136,393 Total 2,477,928 275,904 14,812 239,513 126,639 1,138,735 - - - - - - - - - - Perfor- mance Related % - - - - - Total $ 209,950 73,315 151,937 143,650 168,512 1,830,392 46% 132,759 1,002,858 560,158 4,273,531 - 39% 33% * 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. Rights 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 $190,000 per annum are inclusive of all committee fees for roles on the committees shown in Table 2 below. (ii) Mr Arndt’s fees include $4,489 for his roles on the committees shown in Table 2 below. Mr Arndt was appointed on 25 November 2022. (iii) Mrs Burnett’s fees include $22,500 for her roles on the committees shown in Table 2 below. (iv) Mrs Morgan’s fees include $15,000 for her roles on the committees shown in Table 2 below. (v) Mr Scudamore’s fees include $37,500 for his roles on the committees shown in Table 2 below. (vi) Mr Bevan resigned on 31 October 2022 (vii) Mr Rechichi commenced on 3 October 2022 Table 2: Committee membership from 1 July 2022 to 30 June 2023 Director James Mactier P Arndt(i) Lynda Burnett Fiona Morgan Steve Scudamore Chairperson (i) Mr Arndt was appointed to the Committees on 22 February 2023. Audit Committee Risk, Safety, Environment and Community Committee Remuneration, Nomination and Diversity Committee  -  - -   Chairperson   -  - Chairperson 46 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 47 Remuneration Report (Audited)Remuneration Report (Audited)Table 3: Annual Non-Executive Director fees as at 30 June 2023 Director James Mactier(i) Paul Arndt(ii) Lynda Burnett Fiona Morgan Steve Scudamore Total Base Fee(iii) Committee Fees 190,000 115,000 115,000 115,000 115,000 650,000 - 7,500 22,500 15,000 37,500 82,500 Total 190,000 122,500 137,500 130,000 152,500 732,500 (i) Mr Mactier’s fees are inclusive of all committee fees. (ii) Mr Arndt was appointed on 25 November 2022. (iii) Base fees are exclusive of superannuation. (iv) Committee membership fees are $7,500 per committee or $15,000 for the committee Chairperson. Table 4: Remuneration for the year ended 30 June 2022 Short Term Post Employ- ment Long-term benefits Share- based Payment Salary & Fees $ Cash Rewards $ Non- Monetary Benefits* $ Super- annuation $ 2022 Accrued annual & long service leave# $ Options & Rights+ $ Termin- ation payments $ Non-executive directors J Mactier(i) R Barwick(ii) L Burnett(iii) F Morgan(iv) S Scudamore(v) Executive directors 190,000 70,056 137,500 125,156 152,500 - - - - - - - - - - 19,000 7,006 13,750 12,516 15,250 - - - - - - - - - - J Beyer 780,419 171,150 4,850 81,818 93,224 538,878 Perfor- mance Related % - - - - - Total $ 209,000 77,062 151,250 137,672 167,750 1,670,339 42.51% 920,395 31.33% - - - - - - - Other executives S Gula J Latto(vi) T Bevan(vii) Total 537,810 77,539 348,437 72,000 - - 4,850 4,850 - 35,333 54,050 210,813 37,697 23,779 - - - - 51,353 466,116 - 72,000 - - 2,413,878 248,689 14,550 222,370 171,053 749,691 51,353 3,871,584 * 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. Rights 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 $190,000 per annum are inclusive of all Board committee fees. (ii) Mr Barwick’s fees include $8,083 for his roles on committees. Mr Barwick resigned on 14 January 2022. (iii) Mrs Burnett’s fees include $22,500 for her roles on committees. (iv) Mrs Morgan’s fees include $10,156 for her roles on committees. (v) Mr Scudamore’s fees include $37,500 for his roles on committees. (vi) Mr Latto resigned on 11 May 2022. (vii) Mr Bevan resigned on 31 October 2022. Table 5: Voluntary information – Non-IFRS – Remuneration received by executives for the year ended 30 June 2023 The amounts disclosed below as executive KMP remuneration for 2023 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 2021 financial year and were issued in July 2022. Long-term incentives The value of vested performance rights was determined based on a 5-day VWAP including the date of issue. These performance rights were granted in the 2020 financial year and subject to testing at the end of the three-year performance period on 30 June 2022. The shares were issued in August 2022. Executive directors J Beyer Other executives T Bevan(i) S Gula A Rechichi(ii) Total executive KMP Non-executive directors Total KMP remuneration (i) Mr Bevan resigned on 31 October 2022 (ii) Mr Rechichi commenced on 3 October 2022 Fixed Remuneration $ Awarded STI (cash) $ Awarded STI (shares) $ Awarded LTI (shares) $ Total Value $ 950,386 171,045 142,905 76,635 1,340,971 132,759 617,536 344,420 - 77,481 - - 75,902 - - - - 132,759 770,919 344,420 2,045,101 248,526 218,807 76,635 2,589,069 747,364 - - - 747,364 2,792,465 248,526 218,807 76,635 3,336,433 The amounts disclosed above are not the same as the remuneration expensed in relation to each KMP in accordance with the accounting standards ($4,273,531 for 2023, 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. 48 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 49 Remuneration Report (Audited)Remuneration Report (Audited)Table 6: Rights and options over equity instruments granted as compensation Table 8: Shareholdings of key management personnel All rights and options refer to rights and options over ordinary shares of Regis Resources Limited, which are exercisable on a one-for-one The movement during the reporting period in the number of ordinary shares in Regis Resources Limited held, directly, indirectly or basis. beneficially, by each KMP, including their related parties, is as follows: 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 Non-executive directors during or remain outstanding at the end of the year are provided as follows: Rights Incentives Grant Date Short Term Incentives Granted Fair Value at Grant Date Number of rights to % Vested during the year % Forfeited during the year Test Date J Beyer S Gula A Rechichi 12 month service 25 Nov 21 $1.89 1 Jul 22 89,917 47,758 condition(i) 12 month service 24 Nov 22 $1.87 1 Jul 23 120,322 54,504 condition(i) Long Term Incentives Relative TSR Ore Reserves McPhillamys Relative TSR Ore Reserves McPhillamys Relative TSR Ore Reserves McPhillamys 25 Nov 20 25 Nov 20 25 Nov 20 25 Nov 21 25 Nov 21 25 Nov 21 24 Nov 22 24 Nov 22 24 Nov 22 $1.85 $3.43 $3.43 $0.93 $1.78 $1.78 $1.27 $1.75 $1.75 30 Jun 23 30 Jun 23 30 Jun 23 77,177 38,588 38,588 30 Jun 24 225,282 30 Jun 24 112,641 30 Jun 24 112,641 33,675 16,838 16,838 94,855 47,427 47,427 30 Jun 25 332,381 139,951 102,880 30 Jun 25 166,191 30 Jun 25 166,191 69,975 69,976 51,440 51,440 1,479,919 639,224 205,760 - - - - - - - - 100% - - 30% 75% - - - - - - - - 100% 70% 25% - - - - - - Value of rights granted during the year $1,083,008 $463,186 $265,610 (i) 50% of the STI’s for the year ended 30 June 2022 and 30 June 2023 were paid in performance rights which vested 12 months after the end of the financial year. In relation to the performance rights granted in November 2020, the three year performance period during which the performance rights J Mactier P Arndt(i) L Burnett F Morgan S Scudamore Executive directors J Beyer Other executives S Gula A Rechichi(ii) Total Held at 1 July 2022 On exercise of options/rights Net change other Held at 30 June 2023 111,234 - 15,897 529,190 44,484 - - - - - 179,450 138,454 16,257 - 896,512 47,758 - 186,212 45,000 26,495 14,103 - 10,000 - - - 156,234 26,495 30,000 529,190 54,484 317,904 64,015 - 95,598 1,178,322 (i) Mr Arndt was appointed on 25 November 2022. (ii) Mr Rechichi commenced on 3 October 2022. 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 In the year ended 30 June 2022, services totalling $78,043 were provided on normal commercial terms to the Group by Mintrex Pty Ltd (“Mintrex”), with $1,154 excluding GST outstanding at 30 June 2022. Mrs Morgan was Managing Director and Chief Executive Officer of Mintrex until 30 September 2021 and was a member of the Board of Mintrex until 30 June 2022. Mintrex was not a related party in the year ended 30 June 2023. were tested ended on 30 June 2023. Any performance rights which did not vest lapsed after testing. There is no re-testing of performance Other than the ordinary accrual of personnel expenses at balance date and transactions disclosed above, there are no other amounts rights. In relation to the performance rights granted in November 2021 and November 2022, there is a three year performance period which receivable from and payable to key management personnel and their related parties. ends on 30 June 2024 and 30 June 2025, 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 pages 17-18. The value of rights granted during the year is the fair value of the rights calculated at grant date. The total value of the rights granted is included in the table above. This amount is allocated to remuneration over the vesting period (i.e. in years 1 July 2022 to 30 June 2025). 244,147 performance rights were exercised and converted into shares during the year, of which 186,212 were issued to KMPs. 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 1 July 2022 Granted as remuneration Exercised Forfeited Held at end of period 30 June 2023 Vested at 30 June 2023 Total Exercisable Not exercisable Signed in accordance with a resolution of the Board. Mr James Mactier Non-Executive Chairman Perth, 23 August 2023 Rights J Beyer S Gula 824,266 304,817 A Rechichi(i) - 205,760 - (i) Mr Rechichi commenced on 3 October 2022. There were no options granted to KMPs during the year. 785,085 (138,454) (80,896) 1,390,001 154,353 334,406 (47,758) - - 591,465 205,760 67,350 - 40,518 17,679 - 113,835 49,671 - 50 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 51 Remuneration Report (Audited)Remuneration Report (Audited)Auditor’s Independence Declaration Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 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 2023 there have been: To the Directors of Regis Resources Limited Act 2001 in relation to the audit; and (a) No contraventions of the auditor independence requirements as set out in the Corporations (b) No contraventions of any applicable code of professional conduct in relation to the audit. 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 2023 there have been: (a) No contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and (b) No contraventions of any applicable code of professional conduct in relation to the audit. KPMG KPMG Derek Meates Partner Perth 23 August 2023 Derek Meates Partner Perth 23 August 2023 Financial Statements Consolidated Statement of Comprehensive Income ..................54 Consolidated Balance Sheet .............................................................55 Consolidated Statement of Changes in Equity ............................56 Consolidated Statement of Cash Flows .........................................57 Notes to the Financial Statements ..................................................58 Directors’ Declaration .........................................................................91 Independent Auditor’s Report ..........................................................92 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. 52 Regis Resources Limited | Annual Report 2023 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. Regis Resources Limited | Annual Report 2023 53 Consolidated Statement of Comprehensive Income For the year ended 30 June 2023 Consolidated Balance Sheet As at 30 June 2023 Revenue Cost of goods sold Gross profit Other income/(expenses) Personnel costs outside of cost of goods sold Investor and corporate costs Occupancy costs Other administrative expenses Impairment of non-current assets Finance costs (Loss)/profit before tax Income tax benefit/(expense) (Loss)/profit from continuing operations (Loss)/profit attributable to members of the parent Other comprehensive income Other comprehensive (loss)/income for the period, net of tax Total comprehensive (loss)/income for the period Consolidated Note 2023 $’000 2022 $’000 2 3 2 3 12 18 5 1,133,732 1,015,698 (1,104,086) (945,524) 29,646 70,174 (4,465) (1,667) (19,713) (13,642) (8,129) (2,137) (4,689) (1,905) (22,211) (33,603) 9,270 (24,333) (24,333) (8,060) (1,365) (3,670) (11,117) (11,210) 19,443 (5,668) 13,775 13,775 - - (24,333) 13,775 Total comprehensive (loss)/income attributable to members of the parent (24,333) 13,775 Basic (loss)/earnings per share attributable to ordinary equity holders of the parent (cents per share) Diluted (loss)/earnings per share attributable to ordinary equity holders of the parent 4 4 (3.22) (3.22) 1.83 1.82 (cents per share) The above statement of comprehensive income should be read in conjunction with the accompanying notes. Current assets Cash and cash equivalents Receivables Current tax assets Inventories Financial assets Other current assets Total current assets Non-current assets Inventories Property, plant and equipment Right-of-use assets Exploration and evaluation assets Mine properties under development Mine properties Intangible assets Total non-current assets Total assets Current liabilities Trade and other payables Provisions Lease liabilities Borrowings 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 Consolidated 2023 $’000 Note 7 8 9 19 9 10 11 12 13 14 16 17 11 18 5 18 17 11 2022 $’000 207,354 13,092 8,139 141,033 183 2,635 204,885 13,879 - 205,634 291 3,856 428,545 372,436 127,663 303,953 80,225 554,810 23,102 852,390 1,914 213,132 330,856 50,327 509,104 114,998 736,118 2,301 1,944,057 2,372,602 1,956,836 2,329,272 117,032 6,731 19,214 298,748 441,725 175,001 - 150,452 65,583 391,036 832,761 151,339 4,903 28,202 - 184,444 125,314 295,883 119,687 26,645 567,529 751,973 1,539,841 1,577,299 21 1,096,575 1,096,575 37,937 405,329 35,961 444,763 1,539,841 1,577,299 54 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 55 The above balance sheet should be read in conjunction with the accompanying notes. Consolidated Statement of Changes in Equity For the year ended 30 June 2023 Consolidated Statement of Cash Flows For the year ended 30 June 2023 Consolidated Issued capital $’000 Share-based payment reserve $’000 Financial assets reserve $’000 Retained profits/ (accumulated losses) $’000 Total equity $’000 Note 1,096,575 34,244 1,717 444,763 1,577,299 At 1 July 2022 Loss for the period Other comprehensive income Total other comprehensive income for the year, net of tax Total comprehensive loss for the year, net of tax Transactions with owners in their capacity as owners: 22 6 Share-based payments expense Dividends paid At 30 June 2023 At 1 July 2021 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 Shares issue transaction costs 22 6 - - - - - - - - - - 1,976 - - - - - - - (24,333) (24,333) - - - - (24,333) (24,333) - 1,976 (15,101) (15,101) 1,096,575 36,220 1,717 405,329 1,539,841 1,095,533 33,440 1,717 453,615 1,584,305 - - - - - 1,046 (4) - - - 804 - - - - - - - - - - 13,775 13,775 - - 13,775 13,775 - 804 (22,627) (22,627) - - 1,046 (4) At 30 June 2022 1,096,575 34,244 1,717 444,763 1,577,299 The above statement of changes in equity should be read in conjunction with the accompanying notes. Cash flows from operating activities Receipts from gold sales Payments to suppliers and employees Interest received Interest paid Income tax received/(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 Payments for acquisition of assets (stamp duty) Payments for mine properties under development Payments for mine properties Other Net cash used in investing activities Cash flows from financing activities Payment of transaction costs Payment of dividends Net proceeds from borrowings Payment of lease liabilities Net cash used in financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 July Cash and cash equivalents at 30 June Consolidated Note 2023 $’000 2022 $’000 1,133,732 1,015,698 (736,308) (658,972) 3,858 (13,443) 67,097 454,936 (61,263) 23,732 (69,295) (38,970) (151,110) (114,932) (10) 279 (7,567) (2,444) 346,994 (46,558) - (56,246) - (98,232) (120,886) - (411,848) (321,922) - (15,101) 2,538 (32,994) (45,557) (2,469) 207,354 204,885 (7,739) (21,580) - (31,026) (60,345) (35,273) 242,627 207,354 7 6 7 The above statement of cash flows should be read in conjunction with the accompanying notes. 56 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 57 Notes To The Financial Statements Basis of preparation .......................................................59 Capital structure, financial instruments and risk......79 Performance for the year ..............................................60 1. Segment Information .................................................... 60 2. Revenue and Other Income/(Expenses).................... 62 3. Expenses ......................................................................... 63 18. Borrowings and Finance Costs ................................. 79 19. Financial Assets ........................................................... 80 20. Financial Risk Management ...................................... 81 21. Issued Capital and Reserves ..................................... 83 4. Earnings per Share ........................................................ 64 Other disclosures ...........................................................84 5. Income Tax ...................................................................... 65 22. Share-based Payments .............................................. 84 6. Dividends ......................................................................... 67 23. Related Parties ............................................................. 88 7. Cash and Cash Equivalents ......................................... 68 24. Parent Entity Information .......................................... 89 25. Commitments ............................................................... 89 26. Contingencies............................................................... 90 27. Auditor’s Remuneration ............................................. 90 28. Subsequent Events ..................................................... 90 29. New Accounting Standards and Interpretations .. 90 Operating assets and liabilities ....................................69 8. Receivables ..................................................................... 69 9. Inventories ...................................................................... 69 10. Property, Plant and Equipment ................................. 70 11. AASB 16 Leases ........................................................... 71 12. Exploration and Evaluation Assets .......................... 73 13. Mine Properties under Development ...................... 74 14. Mine Properties ............................................................ 74 15. Impairment of Non-Financial Assets ....................... 76 16. Trade and Other Payables .......................................... 77 17. Provisions ...................................................................... 77 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 23 August 2023. 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 2022. Refer to Note 29 for further details; • does not early adopt Accounting Standards and Interpretations that have been issued or amended but are not yet effective, unless otherwise stated. Refer to Note 29 for further details. Going Concern The Group had a net current liability position of $13.180 million as at 30 June 2023 (net current asset of $187.992 million as at 30 June 2022). The net current liability is being impacted by the secured bank loan being classified as current as it matures in May 2024. The directors are confident in the ability of the Company to extend the loan maturity and the Company is actively working with its lenders to that effect. The directors believe it is appropriate to prepare the consolidated financial statements on a going concern basis. Principles of consolidation The consolidated financial statements comprise the financial statements of the Group. A list of controlled entities (subsidiaries) at year end is contained in Note 23. The financial statements of subsidiaries are prepared for the same reporting period as the parent Company, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profits and losses resulting from intra-group transactions have been eliminated. Subsidiaries are consolidated from the date on which control is obtained to the date on which control is disposed. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. Foreign currencies Both the functional currency of each entity within the Group and the Group’s presentation currency is Australian dollars. Transactions in foreign currencies are initially recorded in Australian dollars at the exchange rate on that day. Foreign currency monetary assets and liabilities are translated to Australian dollars at the reporting date exchange rate. Foreign currency gains and losses are generally recognised in profit or loss. Other accounting policies Significant and other accounting policies that summarise the measurement basis used and are relevant to an understanding of the financial statements are provided throughout the notes to the financial statements. Where possible, wording has been simplified to provide clearer commentary on the financial report of the Group. Accounting policies determined non-significant are not included in the financial statements. There have been no changes to the Group’s accounting policies that are no longer disclosed in the financial statements. 58 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 59 Notes to the Financial StatementsFor the year ended 30 June 2023Key estimates and judgements 1. Segment Information (continued) 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 5 Note 9 Note 12 Note 14 Note 15 Note 17 Note 22 Expenses Income Tax Inventories Exploration and evaluation assets Mine properties Impairment Provisions Share-based payments Page xx Page xx Page xx Page xx Page xx Page xx Page xx Page xx 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, Eindhoven and Dogbolter-Coopers open-pits, and Duketon South Operations (“DSO”), currently incorporating Garden Well (open-pit and underground), Rosemont (open-pit and underground), Tooheys Well, Baneygo, Ben Hur and Russell’s Find open-pits; and the Tropicana Gold Project. In 2021, Regis acquired a 30% interest in the Tropicana Gold Project. Tropicana is operated by joint venture partner AngloGold Ashanti Australia Limited and currently comprises the Havana and Havana South open-pits and the Boston Shaker and Tropicana underground mines. 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. The following table presents financial information for reportable segments for the years ended 30 June 2023 and 30 June 2022: Duketon North Operations Duketon South Operations Tropicana(*) Unallocated Total Continuing Operations 2023 $’000 2022 $’000 2023 $’000 2022 $’000 2023 $’000 2022 $’000 2023 $’000 2022 $’000 2023 $’000 2022 $’000 Segment revenue Sales to external customers 191,457 177,289 696,163 626,739 360,918 307,572 (114,806) (95,902) 1,133,732 1,015,698 Total segment revenue 191,457 177,289 696,163 626,739 360,918 307,572 (114,806) (95,902) 1,133,732 1,015,698 Total revenue per the statement of comprehensive income Interest income Interest expense Impairment of non-current assets Depreciation and - - - - - - - - - - - - - - - 1,133,732 1,015,698 - - 4,162 245 4,162 16,909 8,032 16,909 245 8,032 10,822 1,905 295 1,905 11,117 amortisation 124,763 36,052 129,780 170,760 112,461 86,523 18,214 1,589 385,218 294,924 Depreciation capitalised Total depreciation and amortisation recognised in the statement of comprehensive income Segment result Segment net operating profit/ (204) (336) 385,014 294,588 (loss) before tax (85,269) 6,475 87,160 100,875 66,776 33,338 (102,270) (121,245) (33,603) 19,443 Segment assets Segment assets at balance date 84,731 156,734 594,871 632,129 973,563 1,009,097 719,437 531,312 2,372,602 2,329,272 Capital expenditure for the year 44,771 58,357 170,711 128,301 140,641 105,376 58,399 26,365 414,522 318,399 (*) The Group has a 30% interest in the Tropicana Gold Project (Tropicana) which is an unincorporated joint venture operated by AngloGold Ashanti Australia Limited. The Group has determined it does not have control or joint control over Tropicana. Regis has the rights to its 30% interest share of gold produced by the joint venture and recognises its share of the assets and liabilities in accordance with its 30% interest consistent with the Group’s accounting policies. 60 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 61 Notes to the Financial Statements (continued)For the year ended 30 June 2023Notes to the Financial Statements (continued)For the year ended 30 June 20232. Revenue and Other Income/(Expenses) Accounting Policies Gold sales 3. Expenses Accounting Policies Cash costs of production The Group recognises revenue from gold sales when it satisfies the performance obligation of transferring control of gold inventory to Cash costs of mining and processing (production) is a component of cost of goods sold and includes direct costs incurred for mining, milling, the customer. The Group’s assessment is that this generally occurs when the sales contract has been entered into and the customer has laboratory and mine site administration, net of costs capitalised to pre-strip and production stripping assets. This category also includes 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 movements in the cost of inventories for ore stockpiles, gold in circuit and consumables. 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. Revenue Gold sales Gold forward contracts Consolidated 2023 $’000 2022 $’000 1,133,732 1,133,732 1,015,698 1,015,698 Cost of goods sold Cash costs of mining and processing Royalties Depreciation of mine plant and equipment Amortisation of mine properties Write-down of inventory to net realisable value Inventory increases of bullion on hand (at book value) As part of the risk management policy, the Group has entered into gold forward contracts for 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 Depreciation Consolidated 2023 $’000 655,930 48,314 81,896 302,222 30,137 (14,413) 2022 $’000 539,625 43,749 86,935 206,853 74,198 (5,836) 1,104,086 945,524 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 delivery Contracted gold sale price Value of committed sales Mark-to-market 2023 ounces 2022 ounces 2023 $/oz 2022 $/oz 2023 $’000 2022 $’000 2023 $’000 2022 $’000 Within one year: - Flat forward contracts 120,000 100,000 1,571 1,571 188,537 157,114 (163,029) (107,180) Later than one year but not later than five years: - Flat forward contracts - 120,000 - 1,571 - 188,537 - (134,693) 120,000 220,000 188,537 345,651 (163,029) (241,873) Mark-to-market has been calculated with reference to the following spot price at period end $2,885/oz $2,616/oz Interest Interest income from cash at bank is recognised as it accrues using the effective interest method. Other income/(expenses) Rehabilitation provision adjustment Interest income Rental income Other income Other expenses Consolidated 2023 $’000 (8,726) 4,162 187 6 (94) (4,465) 2022 $’000 (1,855) 245 114 1 (172) (1,667) 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 or ore mined as appropriate. 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 (including non-mine site depreciation) Amortisation expense Less: Amounts capitalised to exploration projects Consolidated 2023 $’000 82,996 302,222 (204) 2022 $’000 88,071 206,853 (336) Depreciation and amortisation charged to the statement of comprehensive income 385,014 294,588 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. 62 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 63 Notes to the Financial Statements (continued)For the year ended 30 June 2023Notes to the Financial Statements (continued)For the year ended 30 June 20233. Expenses (continued) Employee Benefits Employee benefits (personnel) costs Wages and salaries Defined contribution superannuation expense Share-based payments expense Employee bonuses Payroll tax payments Training and recruitment expense Other employee benefits expense (including FBT) Less: Amounts capitalised to projects Employee benefits expense recognised in the statement of comprehensive income Amounts included within cost of goods sold Amounts included within personnel costs Total 4. Earnings per Share Accounting Policy Note 22 Consolidated 2023 $’000 2022 $’000 58,235 54,622 6,468 1,976 2,168 3,950 586 2,199 75,582 (8,694) 5,625 804 2,022 3,603 1,253 1,435 69,364 (10,402) 66,888 58,962 47,175 19,713 66,888 45,320 13,642 58,962 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 (loss)/profit attributable to ordinary equity holders of the parent (24,333) 13,775 Consolidated 2023 $’000 2022 $’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: Performance rights Weighted average number of ordinary shares adjusted for the effect of dilution No. shares (’000s) No. shares (’000s) 754,840 - 754,840 - - 754,141 485 754,626 - 1,098 During the year ended 30 June 2023, 244,147 performance rights were issued. They have not been included in the above calculation due to being non-dilutive when in a loss position for the period. In addition, 125,827 performance rights have been issued between the reporting date and the date of completion of these financial statements, however they do not have an impact on the above EPS calculations. 5. 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 Reallocation of deferred tax to current tax receivables Relating to the origination and reversal of temporary differences Income tax (benefit)/expense reported in the statement of comprehensive income A reconciliation between tax expense and the product of accounting profit before tax multiplied by the Group’s applicable income tax rate is as follows: Accounting profit before income tax At the Group’s statutory income tax rate of 30% (2022: 30%) Share-based payments Other non-deductible items Derecognition of capital loss Adjustment in respect of income tax of previous years Income tax (benefit)/expense reported in the statement of comprehensive income Consolidated 2023 $’000 2022 $’000 - (6,021) (58,957) 49,687 (9,270) - 11,689 5,668 (33,603) (10,081) - 8 1,079 (276) (9,270) 19,443 5,833 241 16 - (422) 5,668 Deferred tax 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 2023 there are no unrecognised temporary differences associated with the Group’s investment in subsidiaries (2022: $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. 64 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 65 Notes to the Financial Statements (continued)For the year ended 30 June 2023Notes to the Financial Statements (continued)For the year ended 30 June 20235. Income Tax (continued) Deferred income tax at 30 June relates to the following: 5. Income Tax (continued) Tax consolidation Deferred tax liabilities Receivables Inventories Prepayments Property, plant and equipment Exploration and evaluation expenditure 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 Borrowing costs 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 Consolidated 2023 $’000 933 7,623 111 22,075 94,971 150,708 276,421 (101,420) 175,001 8,359 46,970 246 583 15,970 1,615 27,677 101,420 (101,420) - (125,314) (48,879) (808) 2022 $’000 433 5,495 78 23,977 67,077 113,512 210,572 (85,258) 125,314 6,937 37,179 284 (597) (17,040) 2,423 56,072 85,258 (85,258) - (113,624) (10,882) (808) 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. 6. Dividends Declared and paid during the year: Dividends on ordinary shares Final franked dividend for 2022: 2 cents per share (2021: 3 cents per share) Consolidated 2023 $’000 2022 $’000 15,101 15,101 22,627 22,627 Proposed by the directors after balance date but not recognised as a liability at 30 June: Dividends on ordinary shares Final dividend for 2023: nil (2022: 2 cents per share) - 15,097 Closing balance at 30 June – net deferred tax (liabilities)/ assets (175,001) (125,314) Dividend franking account Unrecognised deferred tax assets Capital losses Key judgements Recovery of deferred tax assets 1,084 4 Amount of franking credits available to shareholders of Regis Resources Limited for subsequent financial years 19,846 93,415 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. 66 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 67 Notes to the Financial Statements (continued)For the year ended 30 June 2023Notes to the Financial Statements (continued)For the year ended 30 June 20237. 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 2023, the Group had no undrawn, committed borrowing facilities available (2022: nil). Refer to Note 18. Cash and cash equivalents in the balance sheet and cash flow statement Cash at bank and on hand Consolidated 2023 $’000 2022 $’000 204,885 204,885 207,354 207,354 Restrictions on cash The Group is required to maintain a minimum cash balance of $50 million in its Proceeds Accounts with Macquarie Bank Limited. The Group is required to maintain $604,000 (2022: $604,000) on deposit to secure bank guarantees in relation to the Perth office leases and two office leases in NSW. The amounts will be held for the terms of the leases. Reconciliation of profit after income tax to net cash inflow from operating activities Net profit for the year (24,333) 13,775 Consolidated Note 2023 $’000 2022 $’000 Adjustments for: Impairment of non-current assets Unwinding of discount on provisions Loss on disposal of assets Share-based payments Rehabilitation provision adjustment Depreciation and amortisation Changes in assets and liabilities (Increase)/decrease in 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 15 17 1,905 4,058 94 1,976 8,726 385,014 (3,137) 20,868 (1,329) 8,139 3,058 49,687 210 454,936 11,117 1,461 124 804 1,856 294,588 1,740 (7,047) 1,763 (325) 2,610 11,690 12,838 346,994 Operating assets and liabilities This section shows the assets used to generate the Group’s trading performance and the liabilities incurred as a result. Liabilities relating to the Group’s financing activities are addressed in the capital structure and finance costs section in note 18. 8. Receivables Accounting Policy Receivables are initially recognised at fair value and subsequently at the amounts considered receivable (financial assets at amortised cost). Balances within receivables do not contain impaired assets, are not past due and are expected to be received when due. The only material receivables at year end are for GST and fuel tax credits receivable from the Australian Taxation Office and therefore, the Group’s exposure to credit risk in relation to its receivables is not material. Due to the short-term nature of these receivables, their carrying value is assumed to approximate fair value. Current GST receivable Fuel tax credit receivable Deposit for land acquisition Interest receivable Dividend trust account Other receivables 9. Inventories Accounting Policy Consolidated 2023 $’000 9,080 3,108 - 583 616 492 2022 $’000 8,455 1,443 2,350 95 623 126 13,879 13,092 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. Bullion on hand is predominantly dore held at the refinery which is in the process of being refined into gold bars and dore held at site which is about to be shipped to the refinery. Bullion also includes gold bars held for sale. Dore is readily refinable into gold bars and saleable for cash within a 10 day period. 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 Bullion on hand Ore stockpiles Gold in circuit Consumable stores Non-current Consolidated 2023 $’000 2022 $’000 26,346 132,055 21,822 25,411 205,634 14,562 82,617 25,536 18,318 141,033 Ore stockpiles (after write-down to net realisable value) 127,663 213,132 As at 30 June 2023, all inventories were carried at cost except for a portion of the Duketon and Tropicana ore stockpiles written back to net realisable value resulting in an expense totalling $22,680,000 (2022: $48,264,000) and $1,828,000 (2022: $25,934,000) respectively being recognised in cost of goods sold. Gold in circuit and bullion on hand at DNO were also valued downwards by $3,000,000 and $2,629,000 respectively. A total of $30,137,000 inventory write-down (2022: $74,198,000). 68 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 69 Notes to the Financial Statements (continued)For the year ended 30 June 2023Notes to the Financial Statements (continued)For the year ended 30 June 20239. 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 Land $’000 Leasehold Improvements $’000 Plant & Equipment $’000 Furniture & Equipment $’000 Buildings & Infrastructure $’000 Capital WIP $’000 Total $’000 Consolidated Net carrying amount at 1 July 2022 Additions Depreciation expense Transfers between classes Rehabilitation provision adjustments 60,339 23,730 - - - Disposals (23,730) 312 168,572 1,805 72,757 27,071 330,856 - 10,657 (240) (39,925) - - - 10,655 (2,856) (115) 370 (904) 353 - - 231 30,021 65,009 (24,013) - (65,082) 17,211 (28,219) - (129) - - - (2,985) (23,845) Net carrying amount at 30 June 2023 60,339 72 146,988 1,624 66,057 28,873 303,953 At 30 June 2023 Cost 60,339 1,882 435,201 6,023 227,055 28,873 759,373 Accumulated depreciation - (1,810) (288,213) (4,399) (160,998) - (455,420) Net carrying amount 60,339 72 146,988 1,624 66,057 28,873 303,953 Net carrying amount at 1 July 2021 Additions Depreciation expense Transfers between classes Rehabilitation provision adjustments Disposals 55,406 4,933 - - - - 554 164,072 1,792 102,702 11,092 335,618 - 24,757 (242) (39,088) - - - 1,382 17,655 (206) 496 (882) 400 - (1) 995 20,501 51,682 (28,318) - (68,530) 2,740 (4,522) - (5,362) - - - 12,293 (207) Net carrying amount at 30 June 2022 60,339 312 168,572 1,805 72,757 27,071 330,856 At 30 June 2022 Cost 60,339 1,882 413,290 5,300 209,742 27,071 717,624 Accumulated depreciation - (1,570) (244,718) (3,495) (136,985) - (386,768) Net carrying amount 60,339 312 168,572 1,805 72,757 27,071 330,856 11. 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 liabilities recognised Comprising: Current Non-current Consolidated As at 30 June 2023 $’000 As at 30 June 2022 $’000 19,214 65,583 84,797 28,202 26,645 54,847 The significant increase in lease liabilities is primarily due to the recognition of a lease in relation to the solar farm implementation and extension of the power plant lease at the Duketon South operations. 70 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 71 Notes to the Financial Statements (continued)For the year ended 30 June 2023Notes to the Financial Statements (continued)For the year ended 30 June 202311. AASB 16 Leases (continued) Accounting Policy (continued) 12. Exploration and Evaluation Assets Accounting Policy Right-of-use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease Exploration and evaluation expenditure is accumulated on an area of interest basis. Exploration and evaluation assets include the costs payments relating to that lease recognised in the balance sheet as at 30 June 2023. Consolidated As at 30 June 2023 $’000 As at 30 June 2022 $’000 Plant & equipment Furniture & equipment Buildings & infrastructure Total right-of-use assets Right-of-use assets Balance at 1 July 2022 Depreciation charge for the year Additions to right-of-use assets Balance at 30 June 2023 Balance at 1 July 2021 Depreciation charge for the year Additions to right-of-use assets Balance at 30 June 2022 Amounts recognised in profit or loss Leases under AASB 16 Interest on lease liabilities Expenses relating to short-term leases 32,408 2 47,815 80,225 Consolidated Plant & Equipment $’000 Furniture & Equipment $’000 Buildings & Infrastructure $’000 38,039 (22,413) 16,782 32,408 41,532 (22,990) 19,497 38,039 24 (22) - 2 49 (25) - 24 12,264 (6,195) 41,746 47,815 19,123 (7,051) 192 12,264 Consolidated 2023 $’000 1,244 77 38,039 24 12,264 50,327 Total $’000 50,327 (28,630) 58,528 80,225 60,704 (30,066) 19,689 50,327 2022 $’000 1,717 76 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 2023 totalled $424,138,149 (2022: $479,479,060) and includes non-lease components such as labour. Amounts recognised in statement of cash flows Total cash outflow for leases under AASB 16 Includes non-lease components such as labour. Consolidated 2023 $’000 30,270 2022 $’000 31,026 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. Consolidated Reconciliation of movements during the year Balance at 1 July Expenditure for the period Impairment Transferred to mine properties under development Transferred to mine properties Balance at 30 June Carrying value by area of interest Duketon North Operations Duketon South Operations Duketon Gold Project satellite deposits Regional WA exploration McPhillamys and NSW exploration Tropicana Gold Project Impairment Note 15 13 14 2023 $’000 509,104 71,417 (1,905) (15,106) (8,700) 554,810 29,637 100,378 21,061 53,687 166,971 183,076 554,810 2022 $’000 491,702 53,574 (11,117) - (25,055) 509,104 26,874 73,442 15,978 47,282 159,320 186,208 509,104 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. Total impairment losses recognised in the statement of comprehensive income for the year Consolidated were as follows: Impairment of exploration and evaluation assets Key estimates and assumptions Impairment of exploration and evaluation assets 2023 $’000 1,905 2022 $’000 11,117 The future recoverability of capitalised exploration and evaluation expenditure is dependent upon a number of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale. Factors that could impact future recoverability include the level of reserves and resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which the determination is made. 72 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 73 Notes to the Financial Statements (continued)For the year ended 30 June 2023Notes to the Financial Statements (continued)For the year ended 30 June 202312. Exploration and Evaluation Assets (continued) Exploration expenditure commitments 14. Mine Properties (continued) Accounting Policies (continued) Exploration expenditure commitments represent tenement rentals and expenditure requirements that may be required to be met under the The production stripping asset is initially measured at cost, which is the accumulation of costs directly incurred to perform the stripping relevant legislation should the Group wish to retain tenure on all current tenements in which the Group has an interest. activity that improves access to the identified component of the ore body. The production stripping asset is then carried at cost less The terms and conditions under which the Group retains title to its various mining tenements oblige it to meet tenement rentals and accumulated amortisation and any impairment losses. minimum levels of exploration expenditure as gazetted by the Western Australian and New South Wales state governments, as well as local The production stripping asset is amortised over the expected useful life of the identified component (determined based on run of mine ore government rates and taxes. included in the life of mine plan), on a unit of production basis. The unit of account is tonnes of ore mined. The exploration commitments of the Group not provided for in the consolidated financial statements and payable are as follows: Capital development costs Within one year Consolidated 2023 $’000 3,756 2022 $’000 2,305 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 are recognised in the statement of comprehensive income. 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 2023 $’000 114,998 154,876(i) 15,106 (635) (261,243) 23,102 2022 $’000 18,655 98,673 - - (2,330) 114,998 (i) Costs associated with Garden Well South Underground and the Tropicana Joint Venture Havana Open Pit cutback (2022: Garden Well South Underground and the Tropicana Joint Venture Havana Open Pit cutback). 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 mined. 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 Company capitalises costs incurred in removing waste to access the ore, and then expenses those capitalised waste removal costs as the ore is extracted from the mine. 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. 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 mined. Net carrying amount at 1 July 2022 Additions Transfers from exploration and evaluation Transfers from pre-production Rehabilitation provision adjustment Amortisation expense Net carrying amount at 30 June 2023 At 30 June 2023 Cost Accumulated amortisation Net carrying amount Net carrying amount at 1 July 2021 Additions Transfers from exploration and evaluation Transfers from pre-production Rehabilitation provision adjustment Amortisation expense Net carrying amount at 30 June 2022 At 30 June 2022 Cost Accumulated amortisation Net carrying amount Production Stripping Costs $’000 121,046 14,671 - - - (95,773) 39,944 290,166 (250,222) 39,944 119,874 55,583 - - - Pre-strip Costs $’000 76,600 49,855 - 169,718 - (84,602) 211,571 484,501 (272,930) 211,571 98,359 31,223 - - - Consolidated Capital Development $’000 43,269 58,694 - - - Other Mine Properties $’000 495,203 - 8,700 91,525 25,331 Total $’000 736,118 123,220 8,700 261,243 25,331 (31,574) 70,389 (90,273) (302,222) 530,486 852,390 158,723 (88,334) 70,389 46,048 34,080 - - - 799,759 1,733,149 (269,273) (880,759) 530,486 852,390 530,359 28 25,055 2,330 38 794,640 120,914 25,055 2,330 38 (54,411) 121,046 (52,982) 76,600 (36,859) 43,269 (62,607) (206,859) 495,203 736,118 275,496 (154,450) 121,046 264,928 (188,328) 76,600 100,029 (56,760) 43,269 674,203 1,314,656 (179,000) (578,538) 495,203 736,118 74 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 75 Notes to the Financial Statements (continued)For the year ended 30 June 2023Notes to the Financial Statements (continued)For the year ended 30 June 202314. Mine Properties (continued) Accounting Policies (continued) Key estimates and assumptions Production stripping costs The Group capitalises mining costs incurred during the production stage of its operations in accordance with the accounting policy described above. The identification of specific components will vary between mines as a result of both the geological characteristics and location of the ore body. The financial considerations of the mining operations may also impact the identification and designation of a component. The expected cost per tonne is a function of an individual mine’s design and therefore changes to that design will generally result in changes to the expected cost. Changes in other technical or economic parameters that impact reserves will also have an impact on the expected costs per tonne for each identified component. Changes in the expected cost per tonne are accounted for prospectively from the date of change. 15. Impairment 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. Exploration and evaluation assets An impairment loss of $1,905,000 (2022: $11,117,000) has been recognised in relation to tenements that were surrendered, relinquished or expired during the year (refer to Note 12). 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 Royalties accrued Other payables(i) (i) 2022: includes stamp duty on Tropicana acquisition 17. Provisions Accounting Policies Consolidated 2023 $’000 41,934 52,589 6,354 13,870 2,285 2022 $’000 35,425 55,191 5,634 14,408 40,681 117,032 151,339 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. 76 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 77 Notes to the Financial Statements (continued)For the year ended 30 June 2023Notes to the Financial Statements (continued)For the year ended 30 June 202317. Provisions (continued) Accounting Policies (continued) Long service leave Capital 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 net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return 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 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 returns to shareholders and benefits for other stakeholders and to maintain an efficient capital structure to reduce the cost of capital. the yield at the reporting date on high-quality corporate bonds that have maturity dates approximating the terms of the Group’s obligations. 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. Borrowings and Finance Costs The carrying amounts of the Group’s current and non-current borrowings approximate their fair value. Current Dividends payable Long service leave Rehabilitation Non-current Long service leave Rehabilitation Provision for rehabilitation Balance at 1 July New disturbances during the year Provisions used during the year Provisions re-measured during the year Unwinding of discount Balance at 30 June Consolidated 2023 $’000 616 1,335 4,780 6,731 767 149,685 150,452 2022 $’000 623 1,124 3,156 4,903 768 118,919 119,687 5,062 (2,741) 26,011 4,058 - (1,075) 14,196 1,461 154,465 122,075 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 122,075 107,493 Non-current interest-bearing liabilities Current interest-bearing liabilities Lease liabilities Secured bank loan(i) Lease liabilities Secured bank loan(i) (i) Net of capitalised borrowing costs. Interest-bearing liabilities Finance costs Interest expense Interest on ROU lease liabilities Unwinding of discount on provisions Secured Bank Loan Note 11 11 Consolidated 2023 $’000 19,214 298,748 317,962 65,583 - 65,583 Consolidated 2023 $’000 16,909 1,244 4,058 22,211 2022 $’000 28,202 - 28,202 26,645 295,883 322,528 2022 $’000 8,032 1,717 1,461 11,210 In the year ended 30 June 2021, 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; to the legal and regulatory framework. These factors may result in future actual expenditure differing from the amounts currently • First ranking security over the assets of Regis Resources Limited, AFB Resources Pty Ltd, AFB Resources SPV Pty Ltd, Duketon provided. Resources Pty Ltd and LFB Resources NL; • Maturity date of 31 May 2024 being three years from Financial Close.; • 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. During the year ended 30 June 2022, the Company worked with Bank of America to syndicate this debt to Macquarie Bank Limited, HSBC, National Australia Bank and Westpac. The secured bank loan is classified as a current liability as it matures in May 2024. The directors are confident in the ability of the Company to extend the loan maturity and the Company is actively working with its lenders to that effect. 78 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 79 Notes to the Financial Statements (continued)For the year ended 30 June 2023Notes to the Financial Statements (continued)For the year ended 30 June 202318. Borrowings and Finance Costs (continued) Interest-bearing liabilities (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 2023 $’000 2022 $’000 Current 20. 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 2023 ($’000) Carrying amount Contractual cash-flows 6 mths or less 6-12 mths 1-2 years 2-5 years More than 5 years Trade and other payables 110,678 (110,678) (110,678) - - - - Financial assets at amortised cost – term deposit 291 183 Lease liabilities 84,797 (99,047) (12,884) (10,266) (17,768) (43,576) (14,553) 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. Secured bank loan 298,748 (316,368) (8,186) (308,182) - - - Total 494,223 (526,093) (131,748) (318,448) (17,768) (43,576) (14,553) 30 June 2022 ($’000) Carrying amount Contractual cash-flows 6 mths or less 6-12 mths 1-2 years 2-5 years More than 5 years Trade and other payables 145,705 (145,705) (145,705) - - - - Lease liabilities 54,847 (57,428) (17,010) (12,336) (9,036) (17,829) (1,217) Secured bank loan 295,883 (318,308) (4,577) (4,577) (309,154) - - It is, and has been throughout the year, the Group’s policy that no speculative trading in financial instruments shall be undertaken. Total 496,436 (521,442) (167,293) (16,913) (318,190) (17,829) (1,217) 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. Assets pledged as security 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. Financial guarantee liabilities As at 30 June 2023, the Group did not have any financial guarantee liabilities (2022: Nil). 80 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 81 Notes to the Financial Statements (continued)For the year ended 30 June 2023Notes to the Financial Statements (continued)For the year ended 30 June 202320. Financial Risk Management (continued) Market risk 20. Financial Risk Management (continued) Fair Values Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and commodity prices will affect the The carrying amounts and estimated fair values of all of the Group’s financial instruments recognised in the financial statements are Group’s income or value of its holdings of financial instruments. The objective of market risk management is to manage and control market materially the same. The methods and assumptions used to estimate the fair value of the financial instruments are disclosed in the risk exposures within acceptable parameters, while optimising the return. • Foreign currency risk: The Group’s revenue is derived from the sale of gold in Australian dollars and costs are mainly incurred in Australian dollars. However, because gold is globally traded in US dollars, the Group is exposed to foreign currency risk. The Group hedges its gold ounces in Australian dollars, which provides for some coverage of 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 forward gold sale contracts, 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. 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 • Commodity price risk: The Group’s exposure to commodity price risk is purely operational and arises largely from gold price fluctuations not have any financial assets or liabilities in this category. 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 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. 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: Consolidated deduction from equity, net of any related income tax effects. Ordinary shares are classified as equity. Transaction costs directly attributable to the issue of shares or options are recognised as a 21. Issued Capital and Reserves Accounting Policy Fixed rate instruments Term deposits Lease liabilities Variable rate instruments Cash and cash equivalents Secured bank loan 2023 $’000 291 (84,797) (84,506) 204,885 (298,748) (93,863) 2022 $’000 183 (54,847) (54,664) 207,354 (295,883) (88,529) 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 Ordinary shares – issued and fully paid Movement in ordinary shares on issue Balance at 1 July 2021 Issued on exercise of options and performance rights Dividend reinvestment Transaction costs At 30 June 2022 Issued on exercise of options and performance rights At 30 June 2023 Consolidated 2023 $’000 2022 $’000 1,096,575 1,096,575 No. shares (‘000s) $’000 754,141 1,095,533 191 508 - - 1,046 (4) 754,840 1,096,575 244 - 755,084 1,096,575 A change of 200 basis points (2022: 200 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. 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. Interest Expense Increase 2.0% (2022: 2.0%) Decrease 2.0% (2022: 2.0%) Consolidated 2023 $’000 (6,000) 6,000 2022 $’000 (6,000) 6,000 Nature and purpose of reserves Share-based payment reserve 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 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 The financial assets reserve records fair value changes on financial assets designated at fair-value through other comprehensive income. immaterial to the statement of comprehensive income for both the current and prior financial years. 82 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 83 Notes to the Financial Statements (continued)For the year ended 30 June 2023Notes to the Financial Statements (continued)For the year ended 30 June 2023Other disclosures This section provides information on items which require disclosure to comply with Australian Accounting Standards and other regulatory 22. Share-based Payments (continued) Performance Rights (continued) pronouncements. 22. 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 Performance rights expense Total expense arising from share-based payment transactions Consolidated 2023 $’000 1,976 1,976 2022 $’000 804 804 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’s Incentive Plan was approved by Shareholders on 24 November 2022 (Incentive Plan). The objective of the Incentive Plan is to assist in the recruitment, reward, retention and motivation of eligible persons of the Group. Under the Incentive Plan, the board or Remuneration, Nomination and Diversity Committee may issue eligible employees with shares, options and/or performance rights. Performance Rights FY21 Performance Rights 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 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 Test date 30 June 2023 30 June 2023 30 June 2023 1 July 2021 11 December 2020 Remaining performance period (years) Nil Nil Nil Nil Nil The fair value of the Performance Rights granted during FY21 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). 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. FY22 Performance Rights Mr Jon Latto resigned as CFO on 11 May 2022 and 55,661 performance rights lapsed upon the date of the resignation in accordance with the In November 2021, a total of 796,467 Performance Rights were granted to the Chief Executive Officer and Managing Director, Mr Jim Beyer (450,563), and to executives Mr Stuart Gula (189,709) and Mr Jon Latto (156,195) in the form of long-term incentives (LTI’s) under the terms and conditions. In accordance with AASB 2, expenses recognised for Mr Jon Latto were reversed in FY22. Group’s EIP. The performance conditions that the Board has determined will apply to the Performance Rights are summarised below: Weighting Performance Conditions Mr Jon Latto resigned as CFO on 11 May 2022 and 156,195 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 Jon Latto were reversed in FY22. 50% of the Performance Rights The Company’s relative total shareholder return (RTSR) measured against the The performance conditions that the Board has determined will apply to the Performance Rights are summarised below: Tranche Tranche A 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 RTSRs of 12 comparator mining companies 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. Mr Jon Latto resigned as CFO on 11 May 2022 and 18,208 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 Jon Latto were reversed in FY22. The performance conditions that the Board has determined will apply to the Performance Rights are summarised below: Tranche Tranche G Weighting Performance Conditions 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. 84 Regis Resources Limited | Annual Report 2023 Tranche Tranche A Tranche D Tranche F Weighting Performance Conditions 50% of the Performance Rights The Company’s relative total shareholder return (RTSR) measured against the RTSRs of 12 comparator mining companies 25% of the Performance Rights The Company’s life of mine reserves growth in excess of depletion 25% 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 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 F, which have non-market based performance conditions. In November 2021, a total of 180,433 Performance Rights were granted to the Chief Executive Officer and Managing Director, Mr Jim Beyer (89,917), and to executives Mr Stuart Gula (47,758) and Mr Jon Latto (42,758) in the form of short-term incentives (STI’s) under the Group’s EIP. Mr Jon Latto resigned as CFO on 11 May 2022 and 42,758 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 Jon Latto were reversed in FY22. Regis Resources Limited | Annual Report 2023 85 Notes to the Financial Statements (continued)For the year ended 30 June 2023Notes to the Financial Statements (continued)For the year ended 30 June 202322. Share-based Payments (continued) Performance Rights (continued) 22. Share-based Payments (continued) Performance Rights (continued) The performance conditions that the Board has determined will apply to the Performance Rights are summarised below: In May 2023, a total of 1,049,065 Performance Rights were granted to the employees in the form of long-term incentives (LTI’s) under the Tranche Weighting Performance Conditions Group’s EIP. 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 2022 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. 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 F Tranche G 25 November 2021 25 November 2021 25 November 2021 25 November 2021 $1.930 Nil 3.25% 1.03% 45% 3 $1.930 Nil 3.25% 1.03% 45% 3 $1.930 Nil 3.25% 1.03% 45% 3 $1.930 Nil 3.25% 0.55% 45% 0.6 1 July 2021 1 July 2021 1 July 2021 25 November 2021 30 June 2024 30 June 2024 30 June 2024 1 July 2022 1 1 1 Nil The fair value of the Performance Rights granted during the year was $1,417,191 and the weighted average fair value was $1.45 (Tranche A, D and F: $1,075,631, $1.35, Tranche G: $341,560, $1.89). FY23 Performance Rights In November 2022, a total of 1,380,596 Performance Rights were granted to the Chief Executive Officer and Managing Director, Mr Jim Beyer (664,763), and COO Mr Stuart Gula (279,902), CFO Mr Anthony Rechichi (205,760) and other executives 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 Tranche A Tranche B Tranche C Weighting Performance Conditions 50% of the Performance Rights The Company’s relative total shareholder return (RTSR) measured against the RTSRs of 14 comparator mining companies 25% of the Performance Rights The Company’s life of mine reserves growth in excess of depletion 25% 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 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 B and C, which have non-market based performance conditions. In November 2022, a total of 196,751 Performance Rights were granted to the Chief Executive Officer and Managing Director, Mr Jim Beyer (120,322), COO Mr Stuart Gula (54,504) and other executives 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 D 100% of the Performance Rights Mr Jim Beyer, Mr Stuart Gula and other executives being an employee of the Company as at 1 July 2023 The fair value at grant date of Tranche D, which has non-market based performance conditions, was estimated using a Black Scholes option pricing model. The performance conditions that the Board has determined will apply to the Performance Rights are summarised below: Tranche Tranche E Tranche F Tranche G Weighting Performance Conditions 50% of the Performance Rights The Company’s relative total shareholder return (RTSR) measured against the RTSRs of 14 comparator mining companies 25% of the Performance Rights The Company’s life of mine reserves growth in excess of depletion 25% 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 Tranche E, 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 F and G, which have non-market based performance conditions. The table below details the terms and conditions of the grant and the assumptions used in estimating fair value: Item Tranche A Tranche B Tranche C Tranche D Tranche E Tranche F Tranche G Grant date 24 November 24 November 24 November 24 November 2022 2022 2022 2022 25 May 2023 25 May 2023 25 May 2023 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) $1.905 Nil 3.25% 3.24% 50% $1.905 Nil 3.25% 3.24% 50% $1.905 Nil 3.25% 3.24% 50% $1.905 $1.945 $1.945 $1.945 Nil 3.25% 3.16% 50% Nil 6.30% 3.56% 50% Nil 6.30% 3.56% 50% Nil 6.30% 3.56% 50% 3 3 3 0.6 3 3 3 1 July 2022 30 June 2025 1 July 2022 30 June 2025 1 July 2022 30 June 2025 24 November 2022 1 July 2023 1 July 2022 1 July 2022 1 July 2022 30 June 30 June 30 June 2025 2025 2025 2 2 2 Nil 2 2 2 The fair value of the Performance Rights granted during the year was $3,945,247 and the weighted average fair value was $1.51 (Tranche A, B and C: $2,084,700, $1.51, Tranche D: $367,728, $1.87, Tranche E, F, and G: $1,492,819, $1.42). 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 2023 1,097,727 2,689,020 (203,647) (195,610) (58,197) 2022 891,837 976,900 (591,469) (131,004) (48,537) 3,329,293 1,097,727 $1.50 1.6 years $1.50 $1.95 1 year $1.45 86 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 87 Notes to the Financial Statements (continued)For the year ended 30 June 2023Notes to the Financial Statements (continued)For the year ended 30 June 202322. Share-based Payments (continued) Performance Rights (continued) Key estimates and assumptions Share-based payments The Group is required to use key assumptions, such as volatility, in respect of the fair value models used in determining share- based payments to employees in accordance with the requirements of AASB 2 Share–based payment. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity. 23. Related Parties Key management personnel compensation The key management personnel compensation included in employee benefits expense (Note 3) and share-based payments (Note 22), is as follows: Short-term employee benefits Post-employment benefits Long-term benefits Termination benefits Share-based payment Total compensation Consolidated 2023 $ 2022 $ 2,768,644 2,677,117 239,513 126,639 - 1,138,735 4,273,531 222,370 171,053 51,353 749,691 3,871,584 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 Ultimate parent Country of Incorporation Australia Australia Australia Australia Australia Australia % Equity Interest Investment $’000 2023 100% 100% 100% 100% 100% 100% 2022 100% 100% 100% 100% 100% 100% 2023 30,575 - - 2022 30,575 - - 73,941 73,941 - - - - 104,516 104,516 23. Related Parties (continued) Transactions with related parties (continued) 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 2023, the balance of the loan receivable was $141,258,000 (2022: $125,888,000). A loan has been provided by the Company to AFB Resources Pty Ltd which 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 2023, the balance of the loan receivable was $520,640,000 (2022: $613,811,000). Transactions with key management personnel In the year ended 30 June 2022, services totalling $78,043 were provided on normal commercial terms to the Group by Mintrex Pty Ltd (“Mintrex”), with $1,154 excluding GST outstanding at 30 June 2022. Mrs Morgan was Managing Director and Chief Executive Officer of Mintrex until 30 September 2021 and was a member of the Board of Mintrex until 30 June 2022. Mintrex was not a related party in the year ended 30 June 2023. 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. 24. Parent Entity Information The following details information related to the parent entity, Regis Resources Limited, at 30 June 2023. 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 loss for the year Other comprehensive income for the period Total comprehensive income for the period 2023 $’000 326,621 1,515,996 1,842,617 166,457 198,666 365,123 2022 $’000 222,759 1,637,997 1,860,756 153,631 118,284 271,915 1,096,575 1,096,575 37,937 342,982 35,961 456,305 1,477,494 1,588,841 (98,229) - (98,229) (5,967) - (5,967) 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 $3,756,000 of which $3,332,000 is incurred by the parent entity. 25. Commitments The Group has exploration expenditure commitments as disclosed in Note 12. The Group, through its joint venture with AngloGold Ashanti, has entered into a contract with Pacific Energy to provide electricity at Tropicana from renewable (solar and wind) and thermal generation. The resulting liability has not been reflected as the assets are still under Regis Resources Limited is the ultimate Australian parent entity and the ultimate parent entity of the Group. construction. The expected cash flows are: 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 2023, the balance of the loan receivable was $61,447,000 (2022: $42,381,000). 30 June 2023 ($’000) Gross cash outflows (lease liability) Carrying amount Contractual cash-flows 6 mths or less 6-12 mths 1-2 years 2-5 years More than 5 years - (50,984) - - - (15,960) (35,024) 88 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 89 Notes to the Financial Statements (continued)For the year ended 30 June 2023Notes to the Financial Statements (continued)For the year ended 30 June 202326. Contingencies In accordance with a resolution of the directors of Regis Resources Limited, I state that: As at 30 June 2023, the Group did not have any material contingent assets or liabilities (30 June 2022: nil). 1. In the opinion of the directors: 27. Auditor’s Remuneration Audit services KPMG Australia Consolidated 2023 $ 2022 $ (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 2023 and of its performance for the financial year ended on that date; and (ii) Complying with Accounting Standards and the Corporations Regulations 2001; and Audit and review of financial statements 423,549 393,300 (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 Directors’ Declaration Assurance services Regulatory assurance services Other assurance services Other services Other advisory services Total KPMG remuneration Other auditors Other audit services 28. Subsequent Events 5,175 5,175 1. 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 2023. and payable. 12,801 441,525 36,225 434,700 45,000 39,050 2. 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, 23 August 2023 There has not arisen in the interval between the end of the financial year and the date of this Report any item, transaction or event of a material and unusual nature which, in the opinion of the directors of the Group, has significantly affected or is likely to significantly affect the operations of the Group; the results of those operations; or the state of affairs of the Group in future financial years. 29. New Accounting Standards and Interpretations New standards adopted The Group has early adopted the Amendments to AASB 116 Property, Plant and Equipment: Proceeds before Intended Use from 1 July 2021. Under the amendments, the Group recognises the proceeds from gold sales from mines which are in the pre-production phase in the statement of comprehensive income, together with the costs of production. Prior to this adoption any proceeds from sales in the pre- production phase were deducted from the cost of the mine properties under development asset. These amendments apply retrospectively and did not have a material impact on the comparative periods presented, and therefore comparative information has not been restated. 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 2023 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. 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 90 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 91 Notes to the Financial Statements (continued)For the year ended 30 June 2023Independent Auditor's Report Independent Auditor’s Report To the shareholders of Regis Resources Limited Independent Auditor’s Report Independent Auditor’s Report Report on the audit of the Financial Report To the shareholders of Regis Resources Limited To the shareholders of Regis Resources Limited Opinion We have audited the Financial Report of Report on the audit of the Financial Report Report on the audit of the Financial Report Regis Resources Limited (the Company). The Financial Report comprises the: • Consolidated Balance Sheet as at 30 June 2023; In our opinion, the accompanying Financial Report of the Company is in accordance Opinion with the Corporations Act 2001, including: Opinion • Consolidated statement of comprehensive income, Consolidated statement of changes in equity, and Consolidated statement of cash flows for the year then ended; policies; and The Financial Report comprises the: The Financial Report comprises the: • Consolidated Balance Sheet as at 30 June 2023; • Notes including a summary of significant accounting • Consolidated Balance Sheet as at 30 June 2023; We have audited the Financial Report of • Giving a true and fair view of the We have audited the Financial Report of Regis Resources Limited (the Company). Group’s financial position as at 30 Regis Resources Limited (the Company). June 2023 and of its financial In our opinion, the accompanying Financial In our opinion, the accompanying Financial performance for the year ended on Report of the Company is in accordance Report of the Company is in accordance that date; and with the Corporations Act 2001, including: with the Corporations Act 2001, including: • Complying with Australian Accounting • Giving a true and fair view of the • Giving a true and fair view of the Standards and the Corporations Group’s financial position as at 30 Group’s financial position as at 30 Regulations 2001. June 2023 and of its financial June 2023 and of its financial performance for the year ended on performance for the year ended on that date; and that date; and Basis for opinion • Complying with Australian Accounting • Complying with Australian Accounting The Group consists of the Company and the entities it The Group consists of the Company and the entities it We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit Standards and the Corporations controlled at the year-end or from time to time during Standards and the Corporations controlled at the year-end or from time to time during evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Regulations 2001. the financial year. Regulations 2001. the financial year. • Consolidated statement of comprehensive income, • Consolidated statement of comprehensive income, Consolidated statement of changes in equity, and • The Directors’ Declaration. Consolidated statement of changes in equity, and Consolidated statement of cash flows for the year Consolidated statement of cash flows for the year The Group consists of the Company and the entities it then ended; then ended; controlled at the year-end or from time to time during • Notes including a summary of significant accounting the financial year. • Notes including a summary of significant accounting policies; and • The Directors’ Declaration. • The Directors’ Declaration. policies; and Basis for 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. Basis for opinion We are independent of the Group in accordance with the Corporations Act 2001 and the ethical We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics 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. for Professional Accountants (including Independence Standards) (the Code) that are relevant to our evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in Our responsibilities under those standards are further described in the Auditor’s responsibilities for Our responsibilities under those standards are further described in the Auditor’s responsibilities for accordance with the Code. the audit of the Financial Report section of our report. 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 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 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 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 audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code. accordance with the Code. 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. 92 Regis Resources Limited | Annual Report 2023 KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated 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 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 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. a scheme approved under Professional Standards Legislation. Key Audit Matters Key Audit Matters The Key Audit Matters we identified are: • Valuation and classification of ore The Key Audit Matters we identified are: • Valuation and classification of ore • Valuation of exploration and evaluation stockpiles; stockpiles; assets; and • Valuation of exploration and evaluation • Valuation of Property, plant and • Valuation of Property, plant and assets; and equipment ; Mine properties under development; and Mine properties. equipment ; Mine properties under development; and Mine properties. Key Audit Matters are those matters that, in our professional judgement, were of most significance in Key Audit Matters are those matters that, in our our audit of the Financial Report of the current period. professional judgement, were of most significance in These matters were addressed in the context of our our audit of the Financial Report of the current period. audit of the Financial Report as a whole, and in forming These matters were addressed in the context of our our opinion thereon, and we do not provide a separate audit of the Financial Report as a whole, and in forming opinion on these matters. our opinion thereon, and we do not provide a separate opinion on these matters. Valuation and classification of ore stockpiles A$259,718,000 Valuation and classification of ore stockpiles A$259,718,000 Refer to Note 9 to the Financial Report Refer to Note 9 to the Financial Report The key audit matter How the matter was addressed in our audit 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 Significant judgement is required to be and classification of ore stockpiles which will be exercised by the Group in assessing the value used to produce gold bullion in the future. The and classification of ore stockpiles which will be valuation and classification of ore stockpiles is a used to produce gold bullion in the future. The key audit matter because: valuation and classification of ore stockpiles is a • Additional ore stockpiles have been key audit matter because: • Additional ore stockpiles have been • Significant judgement is required by us in recorded through the continuation of mining activities; and recorded through the continuation of mining activities; and evaluating and challenging the key • Significant judgement is required by us in assumptions within the Group’s evaluating and challenging the key assessment of net realisable value and assumptions within the Group’s estimated timing of processing into gold assessment of net realisable value and bullion. estimated timing of processing into gold bullion. The Group’s assessment is based on a model which estimates future revenue expected to be The Group’s assessment is based on a model derived from gold contained in the ore which estimates future revenue expected to be stockpiles, less future processing costs, to derived from gold contained in the ore convert stockpiles into gold bullion. We placed stockpiles, less future processing costs, to particular focus on those assumptions listed convert stockpiles into gold bullion. We placed below which impact the valuation and particular focus on those assumptions listed classification of ore stockpiles: below which impact the valuation and • Future processing costs of ore stockpiles classification of ore stockpiles: including potential cost increases. • Future processing costs of ore stockpiles • The estimated quantity of gold contained including potential cost increases. within the ore stockpiles. • The estimated quantity of gold contained within the ore stockpiles. Our procedures included: • Testing the Group’s inventory reconciliations Our procedures included: which utilise underlying data such as • Testing the Group’s inventory reconciliations production and processing costs, geological which utilise underlying data such as survey reports, mill production reports and production and processing costs, geological metallurgical survey reports. survey reports, mill production reports and • Assessing the methodology applied by the metallurgical survey reports. Group in determining the value of ore • Assessing the methodology applied by the stockpiles against the requirements of the Group in determining the value of ore accounting standards. stockpiles against the requirements of the • Assessing the key assumptions in the Group’s accounting standards. model used to determine the value of ore • Assessing the key assumptions in the Group’s stockpiles by: model used to determine the value of ore o Comparing future processing costs to stockpiles by: previous actual costs, and for consistency o Comparing future processing costs to with the Group’s latest life of mine plan. previous actual costs, and for consistency o Comparing the estimated quantity of gold with the Group’s latest life of mine plan. contained within stockpiles to the Group’s o Comparing the estimated quantity of gold internal geological survey results and contained within stockpiles to the Group’s historical trends. We assessed the scope, internal geological survey results and competence and objectivity of the Group’s historical trends. We assessed the scope, internal expert involved in preparing the competence and objectivity of the Group’s geological survey results. internal expert involved in preparing the geological survey results. external analysts’ data for prices expected to prevail in the future. external analysts’ data for prices expected to prevail in the future. o Comparing gold prices to published o Comparing gold prices to published Regis Resources Limited | Annual Report 2023 93 Independent Auditor's Report (continued) • Future gold prices expected to prevail when the gold from existing ore stockpiles is processed and sold. Key Audit Matters The Key Audit Matters we identified are: • Estimated timing of conversion of ore • Valuation and classification of ore stockpiles into gold bullion, which drives the classification of ore stockpiles as stockpiles; current or non-current assets. assets; and • Valuation of exploration and evaluation Assumptions are forward looking or not based on observable data and are therefore inherently • Valuation of Property, plant and judgmental to audit. equipment ; Mine properties under development; and Mine properties. • Critically evaluating the Group’s classification of ore stockpiles as current or non-current by assessing the estimated timing of processing the stockpiles against the Group’s latest life of Key Audit Matters are those matters that, in our mine plan and the historical operating capacity professional judgement, were of most significance in of the Group’s processing plants. 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. Valuation of exploration and evaluation assets A$554,810,000 Refer to Note 12 to the Financial Report Valuation and classification of ore stockpiles A$259,718,000 Refer to Note 9 to the Financial Report The key audit matter How the matter was addressed in our audit • Additional ore stockpiles have been The key audit matter The valuation of exploration and evaluation assets (E&E) is a key audit matter due to: Significant judgement is required to be • The significance of the E&E balance (being exercised by the Group in assessing the value approximately 23% of the Group’s total and classification of ore stockpiles which will be assets); and used to produce gold bullion in the future. The valuation and classification of ore stockpiles is a • The greater level of audit effort to evaluate key audit matter because: the Group’s application of the requirements of the industry specific accounting standard AASB 6 Exploration for and Evaluation of recorded through the continuation of mining Mineral Resources, in particular the activities; and presence of impairment indicators. The • Significant judgement is required by us in presence of impairment indicators would evaluating and challenging the key necessitate a detailed analysis by the Group assumptions within the Group’s of the value of E&E, therefore given the assessment of net realisable value and criticality of this to the scope and depth of estimated timing of processing into gold our work, we involved senior team bullion. members to challenge the Group’s determination that no such indicators The Group’s assessment is based on a model existed. which estimates future revenue expected to be derived from gold contained in the ore In assessing the presence of impairment stockpiles, less future processing costs, to indicators, we focused on those that may draw convert stockpiles into gold bullion. We placed into question the commercial continuation of particular focus on those assumptions listed E&E activities. In performing the assessments below which impact the valuation and above, we paid particular attention to: classification of ore stockpiles: • The Group’s compliance with key license • Future processing costs of ore stockpiles conditions to maintain current rights to including potential cost increases. tenure for an area of interest, particularly minimum expenditure requirements; • The estimated quantity of gold contained within the ore stockpiles. How the matter was addressed in our audit Our procedures included: • We evaluated the Group’s accounting policy to Our procedures included: recognise exploration and evaluation assets • Testing the Group’s inventory reconciliations using the criteria in the accounting standard. which utilise underlying data such as • We tested the Group’s current right of tenure production and processing costs, geological and compliance with minimum expenditure survey reports, mill production reports and requirements for a sample of exploration metallurgical survey reports. licences by checking the ownership of the • Assessing the methodology applied by the relevant license and expenditure recorded to government registries. Group in determining the value of ore stockpiles against the requirements of the • We obtained corporate budgets which we accounting standards. compared for consistency to areas of interest • Assessing the key assumptions in the Group’s with capitalised E&E, for evidence of the ability to fund the continuation of activities. model used to determine the value of ore stockpiles by: • We evaluated Group documents, such as o Comparing future processing costs to minutes of board meetings, internal previous actual costs, and for consistency management plans and reports lodged with with the Group’s latest life of mine plan. relevant government authorities for consistency with the Group’s stated intentions o Comparing the estimated quantity of gold for continuing exploration and evaluation contained within stockpiles to the Group’s activities in certain areas, and information internal geological survey results and regarding the results of activities. We historical trends. We assessed the scope, assessed this through interviews with key competence and objectivity of the Group’s operational and finance personnel and internal expert involved in preparing the announcements made by the Group to the geological survey results. ASX. o Comparing gold prices to published • We looked for any inconsistency regarding the external analysts’ data for prices expected existence of reserves to the treatment of E&E to prevail in the future. • The ability of the Group to fund the continuation of activities for areas of Key Audit Matters interest; and and the requirements of the accounting standard. The Key Audit Matters we identified are: • the Group’s intention to continue E&E activities in each area of interest as a result. • Valuation and classification of ore 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. stockpiles; • Valuation of exploration and evaluation Valuation of Property, plant and equipment; Mine properties under development; and Mine properties A$1,179,445,000 • Valuation of Property, plant and 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. assets; and equipment ; Mine properties under development; and Mine properties. Refer to Notes 10, 13 and 14 to the Financial Report The key audit matter How the matter was addressed in our audit Valuation and classification of ore stockpiles A$259,718,000 Valuation of Property, plant and equipment; Refer to Note 9 to the Financial Report Mine properties under development; and Mine properties is a key audit matter due to the size The key audit matter of the balance, and the Group’s market capitalization being less than the carrying amount of the Group’s net assets at year-end, Significant judgement is required to be which increases the possibility of non-financial exercised by the Group in assessing the value assets being impaired. As a result we increased and classification of ore stockpiles which will be our audit effort in this area. used to produce gold bullion in the future. The valuation and classification of ore stockpiles is a We focused on the significant and judgmental key audit matter because: forward-looking assumptions the Group applied in its fair value less costs of disposal model (the • Additional ore stockpiles have been Model), including: recorded through the continuation of mining • activities; and Forecast sales, production output, production costs and capital • Significant judgement is required by us in expenditure Forecast gold prices evaluating and challenging the key • assumptions within the Group’s assessment of net realisable value and • estimated timing of processing into gold • Discount rate bullion. Forecast exchange rates • • Resource multiple Life of mineral reserves and resources The Group’s assessment is based on a model which estimates future revenue expected to be derived from gold contained in the ore stockpiles, less future processing costs, to These assumptions require management to convert stockpiles into gold bullion. We placed apply significant estimates and judgments, particular focus on those assumptions listed which contributes to our conclusion that the below which impact the valuation and valuation of Property, plant and equipment; classification of ore stockpiles: Mine properties under development; and Mine properties is a key audit matter. • Future processing costs of ore stockpiles including potential cost increases. • The estimated quantity of gold contained within the ore stockpiles. Our procedures included: • We assessed for existence of impairment triggers based on operational and financial How the matter was addressed in our audit performance during the year, in combination with our understanding of the Group’s business Our procedures included: • We compared the life of mineral reserves • Assessing the methodology applied by the Group in determining the value of ore stockpiles against the requirements of the accounting standards. • Testing the Group’s inventory reconciliations and resources in the Model to the which utilise underlying data such as reserves and resources statement production and processing costs, geological commissioned by the Group for survey reports, mill production reports and consistency with the cash flow forecasts metallurgical survey reports. • We challenged the appropriateness of key assumptions in the Model, including production output, production costs and capital expenditure, using our knowledge of the Group, their past performance and our industry experience. We also • Assessing the key assumptions in the Group’s challenged the resources multiple used. model used to determine the value of ore stockpiles by: • We evaluated the sensitivity of the Model by considering reasonably possible o Comparing future processing costs to changes to key assumptions, including previous actual costs, and for consistency gold price and discount rate. with the Group’s latest life of mine plan. In conjunction with our internal valuation specialists, we: o Comparing the estimated quantity of gold contained within stockpiles to the Group’s internal geological survey results and • Assessed the Group’s forecast gold prices historical trends. We assessed the scope, and foreign exchange rates used to competence and objectivity of the Group’s published views of market commentators internal expert involved in preparing the Independently developed a discount rate geological survey results. range considered comparable using o Comparing gold prices to published publicly available market data for external analysts’ data for prices expected comparable entities to prevail in the future. • 94 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 95 Independent Auditor's Report (continued)Independent Auditor's Report (continued) Key Audit Matters The Key Audit Matters we identified are: • Valuation and classification of ore stockpiles; Other Information • Valuation of exploration and evaluation • Assessed the integrity and methodology of the Group’s fair value less costs of disposal model 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. assets; and 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. 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 • Valuation of Property, plant and are responsible for the Other Information. equipment ; Mine properties under development; and Mine properties. The Other Information we obtained prior to the date of this Auditor’s Report was the Directors Report. The Chairman’s Report, Highlights, 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 Valuation and classification of ore stockpiles A$259,718,000 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. Refer to Note 9 to the Financial Report 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 key audit matter How the matter was addressed in our audit the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. Significant judgement is required to be We are required to report if we conclude that there is a material misstatement of this Other exercised by the Group in assessing the value Information, and based on the work we have performed on the Other Information that we obtained • Testing the Group’s inventory reconciliations and classification of ore stockpiles which will be prior to the date of this Auditor’s Report we have nothing to report. used to produce gold bullion in the future. The valuation and classification of ore stockpiles is a key audit matter because: Responsibilities of the Directors for the Financial Report which utilise underlying data such as production and processing costs, geological survey reports, mill production reports and metallurgical survey reports. Our procedures included: • Additional ore stockpiles have been The Directors are responsible for: • Assessing the methodology applied by the recorded through the continuation of mining Group in determining the value of ore • Preparing the Financial Report that gives a true and fair view in accordance with Australian activities; and stockpiles against the requirements of the accounting standards. Accounting Standards and the Corporations Act 2001; • Significant judgement is required by us in Implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and • evaluating and challenging the key assumptions within the Group’s assessment of net realisable value and estimated timing of processing into gold • 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 bullion. applicable, matters related to going concern and using the going concern basis of accounting previous actual costs, and for consistency unless they either intend to liquidate the Group and Company or to cease operations, or have with the Group’s latest life of mine plan. no realistic alternative but to do so. • Assessing the key assumptions in the Group’s model used to determine the value of ore stockpiles by: o Comparing future processing costs to The Group’s assessment is based on a model which estimates future revenue expected to be derived from gold contained in the ore stockpiles, less 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 costs of ore stockpiles including potential cost increases. • The estimated quantity of gold contained within the ore stockpiles. 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 gold prices to published external analysts’ data for prices expected to prevail in the future. Auditor’s responsibilities for the audit of the Financial Report Key Audit Matters Our objective is: • To obtain reasonable assurance about whether the Financial Report as a whole is free from The Key Audit Matters we identified are: material misstatement, whether due to fraud or error; and • Valuation and classification of ore • To issue an Auditor’s Report that includes our opinion. stockpiles; 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. assets; and These matters were addressed in the context of our Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in • Valuation of exploration and evaluation audit of the Financial Report as a whole, and in forming accordance with Australian Auditing Standards will always detect a material misstatement when it our opinion thereon, and we do not provide a separate exists. • Valuation of Property, plant and opinion on these matters. 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. equipment ; Mine properties under development; and Mine properties. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: Valuation and classification of ore stockpiles A$259,718,000 https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our Auditor’s Report. Refer to Note 9 to the Financial Report Report on the Remuneration Report The key audit matter Opinion How the matter was addressed in our audit Directors’ responsibilities In our opinion, the Remuneration Report Significant judgement is required to be of Regis Resources Limited for the year exercised by the Group in assessing the value ended 30 June 2023, complies with and classification of ore stockpiles which will be Section 300A of the Corporations Act used to produce gold bullion in the future. The 2001. valuation and classification of ore stockpiles is a key audit matter because: • Additional ore stockpiles have been recorded through the continuation of mining activities; and Our responsibilities Our procedures included: • Testing the Group’s inventory reconciliations 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. which utilise underlying data such as production and processing costs, geological survey reports, mill production reports and metallurgical survey reports. We have audited the Remuneration Report included in the Directors’ Report for the year ended 30 June 2023. • Assessing the methodology applied by the Our responsibility is to express an opinion on the Group in determining the value of ore Remuneration Report, based on our audit conducted in stockpiles against the requirements of the accordance with Australian Auditing Standards. accounting standards. • 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 KPMG which estimates future revenue expected to be derived from gold contained in the ore stockpiles, less 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 costs of ore stockpiles including potential cost increases. • The estimated quantity of gold contained within the ore stockpiles. • Assessing the key assumptions in the Group’s model used to determine the value of ore stockpiles by: o Comparing future processing costs to previous actual costs, and for consistency with the Group’s latest life of mine plan. Derek Meates Partner Perth 23 August 2023 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 gold prices to published external analysts’ data for prices expected to prevail in the future. 96 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 97 Independent Auditor's Report (continued)Independent Auditor's Report (continued) ASX Additional Information ASX Additional Information (continued) As at 22 September 2023 the following information applied: (b) Unlisted options 1. Securities (a) Fully Paid Ordinary Shares At the date of this report, the Company no unissued shares under unlisted options. (c) Unlisted performance rights The number of holders of fully paid ordinary shares in the Company is 21,944. 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 Performance rights issued under employee incentive scheme is as follows: Category Holding between Holding between Holding between Holding between 1 - 1,000 Shares 1,001 - 5,000 Shares 5,001 - 10,000 Shares 10,001 - 100,000 Shares Holding more than 100,001 Shares Holding less than a marketable parcel Number of shareholders 6,165 8,168 3,424 3,940 Number of shares 3,078,629 22,697,624 26,244,450 104,830,443 247 598,487,662 21,944 755,338,808 2,233 382,895 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 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED-GSCO ECA BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED NETWEALTH INVESTMENTS LIMITED NEWECONOMY COM AU NOMINEES PTY LIMITED <900 ACCOUNT> MORGAN STANLEY AUSTRALIA SECURITIES (NOMINEE) PTY LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED CITICORP NOMINEES PTY LIMITED VASTE DEVELOPMENTS PTY LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD NETWEALTH INVESTMENTS LIMITED Number of fully paid ordinary shares held Percentage interest 238,153,924 109,545,707 76,659,414 52,854,702 8,510,265 7,944,414 7,936,343 4,681,316 4,602,959 4,588,210 4,270,434 3,231,212 2,196,582 2,130,581 2,000,337 1,953,283 1,900,000 1,810,363 1,803,210 1,707,373 31.53 14.50 10.15 7.00 1.13 1.05 1.05 0.62 0.61 0.61 0.57 0.43 0.29 0.28 0.26 0.26 0.25 0.24 0.24 0.23 TOP 20 SHAREHOLDERS OF ORDINARY FULLY PAID SHARES (TOTAL) 538,480,629 71.29 Unvested 2022 performance rights (Test date 30 June 2024) Unvested 2023 performance rights (test date 30 June 2025) Unvested 2023 performance rights (test date 1 July 2025) Number of holders Number of rights held 3 23 8 702,879 2,429,662 125,827 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 As at 14 September 2023, Regis Resources Ltd had been notified of the following substantial shareholdings: Name Van Eck Associates Corporation Dimensional Fund Advisors LP 3. On-Market Buy-Back There is no current on-market buy-back of the Company’s securities. 4. Corporate Governance Statement Number of fully paid ordinary shares held Percentage interest 75,249,425 39,746,654 10.0% 5.3% The Company’s 2023 Corporate Governance Statement has been released as a separate document and is located on our website at https://regisresources.com.au/about-us/corporate-governance/ 5. Mineral Resources and Ore Reserves Information on the Group Mineral Resources and Ore Reserves is disclosed in the Review of Operations section commencing on page 21 of this Annual Report. The information in this report relating to the Group Mineral Resources and Ore Reserves is extracted from an ASX Announcement entitled “Annual Mineral Resource and Ore Reserve Statement” dated 20 June 2023 in accordance with the JORC Code (2012) and can be viewed on the Company’s website at: www.regisresources.com.au/investor-centre/asx-announcements The Company confirms that the Group Mineral Resources and Ore Reserves are based on, and fairly represents, information prepared by the Competent Persons named in the relevant market announcement. The Company also confirms that it is not aware of any new information or data that materially affects the information included in the relevant market announcement and that all material assumptions and technical parameters underpinning the Mineral Resource and Ore Reserves estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are represented have not been materially modified from the original market announcement. 98 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 99 ASX Additional Information (continued) Competent Persons Statement The table below is a listing of the names of the Competent Persons who are taking responsibility for reporting Regis’ results and estimates. This Competent Person listing includes details of professional memberships, professional roles, and the reporting activities for which each person is accepting responsibility for the accuracy and veracity of Regis’ results and estimates. Each Competent Person in the table below has provided Regis with a sign-off for the relevant information provided by each contributor in this report. Code Activity Competent Person Membership Number Company of Employment Activity responsibility Professional Association A Mineral Resource Robert Barr MAusIMM 991808 Regis Resources Duketon Open Pit Mineral Resources (except Gloster and Commonwealth) Duketon Underground Mineral Resources McPhillamys Mineral Resources Discovery Ridge Mineral Resources Duketon Open Pit Ore Reserves B Ore Reserve Jonathon Bayley MAusIMM 110609 Regis Resources Duketon Stockpiles Ore Reserve Lilong Chen MAusIMM 220749 Regis Resources Duketon Underground Ore Reserves McPhillamys Open Pit Ore Reserves Mineral Resource Robert Wilson MAUSIMM 316735 Regis Resources Mineral Resource James Woodward MAusIMM 318142 AngloGold Ashanti Ore Reserve Andrew Bridges MAusIMM 300976 AngloGold Ashanti Gloster and Commonwealth Open Pit Mineral Resource Tropicana Open Pit and Underground Mineral Resources Tropicana Open Pit Ore Reserves Tropicana Stockpile Ore Reserves Ore Reserve Cailli Kneivel MAusIMM 205388 AngloGold Ashanti Tropicana Underground Ore Reserves Exploration Kevin Joyce MAIG 4718 Regis Resources Exploration Results Exploration Jamie Williamson MAusIMM 300112 AngloGold Ashanti Exploration Results Exploration Target Robert Barr MAusIMM 991808 Regis Resources Garden Well Exploration Target C D E F G H I J • MAusIMM = Member of the Australasian Institute of Mining and Metallurgy and MAIG = Member of the Australian Institute of Geoscientists • • • 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 Resources personnel are full-time employees of Regis Resources Limited; all AngloGold Ashanti personnel are full time employees of AngloGold Ashanti. 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: • • Proof of their current membership to their respective professional organisations 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. Corporate Information ABN 28 009 174 761 Directors James Mactier Independent Non-Executive Chairman Jim Beyer Paul Arndt Chief Executive Officer and Managing Director Independent Non-Executive Director (appointed 25 November 2022) Lynda Burnett Independent Non-Executive Director Fiona Morgan Independent Non-Executive Director Steve Scudamore Independent Non-Executive Director Company Secretary Elena Macrides Registered Office & Principal Place of Business Level 2 516 Hay Street SUBIACO WA 6008 Share Register Computershare Investor Services Pty Limited Level 17 221 St Georges Terrace PERTH WA 6840 Regis Resources Limited shares are listed on the Australian Securities Exchange (ASX). Code: RRL. Bankers Macquarie Bank Limited Level 23 240 St Georges Terrace PERTH WA 6000 Commonwealth Bank of Australia 48 Martin Place SYDNEY NSW 2000 Auditors KPMG 235 St Georges Terrace PERTH WA 6000 100 Regis Resources Limited | Annual Report 2023 Regis Resources Limited | Annual Report 2023 101 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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