REGIS RESOURCES LIMITED — Annual Report 2021

Aug 30, 2021

Appendix 4E (Listing Rule 4.3A) Preliminary Final Report

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Regis Resources Limited and its Controlled Entities

For the year ended 30 June 2021

(Previous corresponding period is the year ended 30 June 2020)

Results for Announcement to the Market

Results for Announcement to the Market	Results for Announcement to the Market
		30 June 2021		30 June 2020		Change
		$’000		$’000		$’000	%
Revenue from ordinary activities Profit from ordinary activities after tax attributable to members Net profit for the period attributable to members Dividend Information		819,162 146,198 146,198		756,657 199,517 199,517		62,505 (53,319) (53,319)	8% (27%) (27%)
Dividend	Amountper security		Franking			Date Paid/Payable
Interim Dividend	4 cents per share		100% franked			25 March 2021
Final Dividend	3 cents per share		100% franked			28 September 2021

The financial effect of the current reporting period final dividend has not been brought to account in the financial statements for the period ended 30 June 2021 and will be recognised in subsequent financial reports.

The Dividend Reinvestment Plan (“DRP”) will apply to this dividend. Under the DRP, eligible shareholders can reinvest all or part of their dividend payments into additional fully paid Regis Resources Limited shares. Shares will be allocated under the DRP at the volume weighted average market price of shares over the period of five trading days commencing on 15 September 2021. Application to join the DRP must be received by no later than 5:00pm (AEST) on 15 September 2021. The payment date is 28 September 2021 and DRP shares are proposed to be issued on 28 September 2021.

Net Tangible Assets

Net Tangible Assets
	30 June 2021	30 June 2020
	$	$
Net tangible assets per share Earningsper Share	0.37	0.64
	cents	cents
Basic earnings per share	26.37	39.26
Diluted earnings per share	26.32	39.18

Additional Appendix 4E disclosure requirements under ASX Listing Rule 4.3A can be found in the Directors’ Report to the financial statements, which is attached, at the following page reference:

Review of results (Directors’ Report)	Page 3
Statement of comprehensive income	Page 35
Balance sheet	Page 36
Statement of changes in equity	Page 37
Statement of cash flows	Page 38
Notes to the financial statements	Page 39
Segment information	Page 42
Earnings per share	Page 45
Independent audit report	Page 75

This report is based on the consolidated financial statements for the year ended 30 June 2021, which has been audited by KPMG.

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ABN 28 009 174 761

and its Controlled Entities

Financial Report for the Year Ended

30 June 2021

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CONTENTS
Corporate Information	2
Directors’ Report	3
Remuneration Report (audited)	16
Auditor’s Independence Declaration	34
Consolidated Statement of Comprehensive Income	35
Consolidated Balance Sheet	36
Consolidated Statement of Changes in Equity	37
Consolidated Statement of Cash Flows	38
Notes to the Financial Statements	39
Directors’ Declaration	74
Independent Auditor’s Report	75

1

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CORPORATE INFORMATION

ABN

28 009 174 761

Directors

James Mactier Independent Non-Executive Chairman Jim Beyer Chief Executive Officer and Managing Director Fiona Morgan Independent Non-Executive Director Steve Scudamore Independent Non-Executive Director Lynda Burnett Independent Non-Executive Director Russell Barwick Independent Non-Executive Director

Company Secretary

Elena Macrides (appointed 12 January 2021) Jon Latto (ceased 12 January 2021)

Registered Office & Principal Place of Business

Level 2 516 Hay Street SUBIACO WA 6008

Share Register

Computershare Investor Services Pty Limited GPO Box D182 PERTH WA 6840

Regis Resources Limited shares are listed on the Australian Securities Exchange (ASX). Code: RRL.

Bankers

Macquarie Bank Limited Level 23 240 St Georges Terrace PERTH WA 6000

Commonwealth Bank of Australia Ground Floor, Tower 1 201 Sussex Street SYDNEY NSW 2000

Auditors

KPMG 235 St Georges Terrace PERTH WA 6000

2

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DIRECTORS’ REPORT

Your directors submit their report for the year ended 30 June 2021.

Directors

The directors of Regis Resources Limited (“Regis” or “Company”) in office since 1 July 2020 and up to the date of this report are:

Mr James Mactier, BAgrEc (Hons), GradDipAppFin, GAICD

(Independent Non-Executive Chairman)

Mr Mactier was joint head of the Metals and Energy Capital Division of Macquarie Bank Limited for fifteen years until his retirement in April 2015. He has wide ranging experience in project and corporate finance, resource project assessment, equity investing, commodity and currency hedging and trading in the metals and energy sectors globally. He is a Graduate Member of the Australian Institute of Company Directors and a member of Resource Capital Fund’s Managing Partner’s Advisory Board.

During the past three years, Mr Mactier has not served as a director of any other ASX listed company.

Mr Jim Beyer, BEng, MGeoSc, AMEC

(Chief Executive Officer and Managing Director)

Mr Beyer is a 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 iron ore producer and explorer Mt Gibson Iron Limited (ASX:MGX) from 2012 to 2018.

Mr Beyer holds a Bachelor of Engineering (Mining) degree, a Masters of Geoscience (Mineral Economics) and is a Vice President of the Executive Council of the Association of Mining & Exploration Companies (AMEC).

During the past three years, Mr Beyer has not served as a director of any other ASX listed companies.

Mrs Fiona Morgan, CPEng, BE(Hons), FIEAust, FAusIMM, GAICD

(Independent Non-Executive Director)

Mrs Morgan is a Chartered Professional Engineer with over 28 years’ experience in the mining industry, including working on gold, nickel, coal and iron ore projects. Mrs Morgan is the Managing Director and Chief Executive Officer of Mintrex Pty Ltd, a highly regarded and longstanding consulting engineering company which has successfully undertaken a broad suite of technical services to Australian and international clients developing resource projects. She has a wide range of experience in operations and project management, maintenance, research and design of both underground and surface mining infrastructure.

Mrs Morgan is a Fellow of the Institution of Engineers Australia, a Fellow of the Australasian Institute of Mining and Metallurgy and a graduate member of the Australian Institute of Company Directors.

During the past three years, Mrs Morgan has not served as a director of any other ASX listed company.

Mr Steve Scudamore, BA (Hons) MA (Oxon), FCA, FAICD, SF Fin, HonDUniv (Curtin) (Independent Non-Executive Director)

Mr Scudamore is a respected Chartered Accountant with significant ASX listed Board experience. He was a partner with KPMG for 28 years until his retirement in 2012, specialising in energy and natural resources. He held senior roles in Australia, UK and PNG including National Managing Partner for Valuations, Head of Corporate Finance WA and Chairman of Partners WA.

Mr Scudamore holds a Bachelor and Masters of Arts (History and Economics) from Oxford University, is a Fellow of the Institutes of Chartered Accountants Australia and England and Wales, is a Fellow of the Institute of Company Directors and a Senior Fellow of the Financial Services Institute of Australia. In February 2021, Curtin University conferred upon him an Honorary Doctorate of the University.

Mr Scudamore is currently a Non-Executive Director of ASX listed companies Pilbara Minerals Limited and Australis Oil and Gas Limited as well as various not-for-profit and community organisations.

Other than as mentioned above, during the past three years Mr Scudamore has not served as a director of any other ASX listed companies.

3

Directors’ Report (continued)

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Mrs Lynda Burnett, BSc (Hons), GAICD, MAusIMM, MSEG (Independent Non-Executive Director)

Mrs Burnett is a geologist with over 30 years’ experience in the mining industry. She has held a variety of roles with major and junior mining companies most recently with Sipa Resources Limited as Managing Director.

Prior to Sipa Resources Limited, Mrs Burnett spent 9 years with Newmont Asia Pacific as Director Exploration Australia and Manager Exploration Business Development with responsibility for the strategic planning, management and oversight of all Newmont’s generative exploration projects and brown fields exploration projects. Prior to her roles at Newmont, she worked for a number of mining and exploration companies including, Normandy Mining Limited, Newcrest Mining Limited, Plutonic Resources Limited and as an Executive Director of Summit Resources Limited.

From 2009 to 2021 Mrs Burnett served on the Strategic Advisory Board of the Centre for Exploration Targeting based at the School of Earth Sciences, University of WA.

Other than as mentioned above, during the past three years Mrs Burnett has not served as a director of any other ASX listed companies.

Mr Russell Barwick, Dip. Min Eng, FAusIMM, FAICD

(Independent Non-Executive Director)

Mr Barwick is a mining engineer with extensive technical, operational, managerial and corporate experience in the mining industry across a wide range of commodities and jurisdictions. He is currently a Non-Executive Director of ASX listed companies Mount Gibson Iron Limited, Red Metal Limited (Chairman) and Lithium Power International Limited and the associated unlisted Minera Salar Blanco S.A. (Chile).

Starting his career in 1974, Mr Barwick worked for Bougainville Copper Limited (CRA), Pancontinental Mining Limited and CSR Limited and spent 16 years with Placer Dome in key development, operational and corporate roles in numerous countries before his appointment as Managing Director of Placer Niugini Limited. He later served as Managing Director of Newcrest Mining Limited before moving to Canada as Chief Operating Officer for Wheaton River Minerals Limited and its successor, Goldcorp Inc. Mr Barwick returned to Australia in 2008 and resides in Queensland.

Mr Barwick holds a Diploma in Mining Engineering (Ballarat) and is a Fellow of both the Australasian Institute of Mining and Metallurgy, and the Australian Institute of Company Directors.

Other than as mentioned above, during the past three years Mr Barwick has not served as a director of any other ASX listed companies.

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 member of the Australian Institute of Company Directors and holds a Bachelor of Science/Bachelor of Laws and Masters of Business Administration from the University of Western Australia. Ms Macrides joined Regis as Assistant Company Secretary in May 2020 and was appointed Company Secretary in January 2021.

Mr Jon Latto, B.Com, CA, MBA, GradDip ACG ACIS

Mr Latto is a Chartered Accountant with over 25 years’ experience including 13 years’ experience as a Chief Financial Officer within the Australian gold sector. Mr Latto was previously Chief Financial Officer for Doray Minerals Limited for approximately six years and has significant corporate and commercial experience. Mr Latto has also worked with Ernst & Young in Australia, America and India on projects primarily related to finance function reform and previously worked in London in a variety of financial roles. Mr Latto is a Chartered Secretary and holds a Bachelor of Commerce and a Masters of Business Administration from the University of Western Australia.

Mr Latto resigned as Company Secretary on 12 January 2021.

4

Directors’ Report (continued)

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Dividends

After the balance sheet date the following dividends were proposed by the directors:

	Cents	Total
	per share	amount
Final dividends recommended: Ordinary shares	3.00	$’000 22,624

The financial effect of these dividends has not been brought to account in the consolidated financial statements for the year ended 30 June 2021 and will be recognised in subsequent financial reports.

Nature of Operations and Principal Activities

The principal activities of the Company and its controlled entities (collectively, the “Group”) during the year were:

• Production of gold from the Duketon Gold Project;

• Production of gold (non-operator) from the Company’s 30% interest in the Tropicana Gold Project (“Tropicana”);

• Exploration, evaluation and development of gold projects in the Goldfields of Western Australia; and

• Exploration and evaluation of the McPhillamys Gold Project in New South Wales.

Apart from the above, or as noted elsewhere in this report, no significant changes in the state of affairs of the Company occurred during the financial year.

Company Strategy for Value Growth

The Group’s strategy is to continue to build a profitable and sustainable mid-tier gold company and is driving to achieve this strategy through continuing to:

• Deliver value through its existing operations;

• Grow organically through exploration;

• Assess opportunities for inorganic growth; and

• Focus on mining safely and responsibly.

Objectives Completed in FY21 that Contribute to Strategy Delivery

During the FY21 year, the Company has delivered in each of these area of its strategy through:

• Increasing production from Rosemont Underground and commencing development at the Garden Well Underground;

• Increasing the Company’s Reserves and Resources at Duketon through its exploration efforts;

• Delivery of inorganic growth through the 30% acquisition of Tropicana;

• Substantial improvement in safety performance as reflected in the significant reduction in the Lost Time Injury Frequency Rate and the implementation of leadership training in this critical area;

• Acquisition of resource and tenement holdings from Stone Resources Australia Limited, including the Ben Hur Mineral Resource.

Objectives Going Forwards

The Group’s objectives are to:

• Continue to optimise mining and processing operations across the Duketon Gold Project whilst maintaining a high standard of safety;

• Maximise cash flow at the Duketon Gold Project through this process of optimisation and the blending of ore feed from satellite resources across the Duketon tenure;

• Continue to work with the Company’s joint venture partner (AngloGold Ashanti Australia Limited) to deliver value from Tropicana;

• Organically increase the Reserve base of the Group by discovering and developing satellite resource positions and extending the reserve base of existing operating deposits;

• Focus on regional exploration to add incremental ounces and mine life to the three operating mills at Duketon;

• Advance the economic study of the McPhillamys Gold Project in NSW with a view to developing a significant long life gold mine at the Project;

• Return value to shareholders through dividends where appropriate; and

• Actively pursue inorganic growth opportunities.

5

Directors’ Report (continued)

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Operating and Financial Review

Overview of the Group

Regis is a leading Australian gold producer with its head office in Perth, Western Australia.

The Company has two distinct project areas at the Duketon Gold Project in the Eastern Goldfields of Western Australia. The Duketon South Operations (“DSO”) contains the Garden Well Gold Mine (open pit and with an underground mine in development), the Rosemont Gold Mine (open pit and underground), the Erlistoun Gold Mine, the Tooheys Well Gold Mine and the Baneygo Gold Mine. The Duketon North Operations (“DNO”) comprises the Moolart Well Gold Mine, the Gloster Gold Mine, Anchor Gold Mine, the Dogbolter Gold Mine and the Petra Gold Mine.

During the period, Regis acquired a 30% interest in the Tropicana Gold Project located in the Albany-Fraser Belt, approximately 330 kilometres north-east of Kalgoorlie in Western Australia. Tropicana is operated by joint venture partner AngloGold Ashanti Australia Limited and includes the Tropicana, Havana and Boston Shaker open-pit operations and Boston Shaker underground operations. The Tropicana acquisition had an acquisition date for accounting purposes of 30 April 2021. The acquisition was funded by an equity raising of $650 million which was completed on 10 May 2021 and a $300 million three-year loan facility provided by Bank of America. Subsequent to the end of the period, the Company worked with Bank of America to syndicate this debt to Macquarie Bank Limited, HSBC, National Australia Bank and Westpac.

The Group also owns the McPhillamys Gold Project, an advanced exploration project in New South Wales, 250 kilometres west of Sydney near the town of Blayney.

the town of Blayney.
Financial Summary
	2021	2020	Change	Change
Keyfinancial data	$’000	$’000	$’000	%
Financial results Sales revenue Cost of sales (excluding D&A)(i) Other income/(expenses) Corporate, admin and other costs EBITDA(i) Depreciation and amortisation (D&A) Profit before tax(i) Income tax expense Reported profit after tax Other financial information Cash flow from operating activities Cash and cash equivalents Interest-bearing liabilities Net cash/(debt) Net assets Basic earnings per share (cents per share)	818,835 (394,011) (402) (21,041) 403,381 (189,049) 212,394 (66,196) 146,198 276,286 242,627 (293,821) (51,194) 1,584,305 26.37	755,791 (344,105) (1,365) (16,181) 394,141 (108,323) 284,660 (85,143) 199,517 343,013 192,428 (4,971) 187,457 835,081 39.26	63,044 (49,906) 963 (4,860) 9,240 (80,726) (72,266) 18,947 (53,319) (66,727) 50,199 (288,850) (238,651) 749,224	8.3% 14.5% 70.5% 30.0% 2.3% 74.5% (25.4%) (22.3%) (26.7%) (19.5%) 26.1% (5,810.7%) (127.3%) 89.7%

(i) EBITDA is an adjusted measure of earnings before interest, taxes, depreciation and amortisation. Cost of sales (excluding D&A) and EBITDA are non-IFRS financial information and are not subject to audit. These measures are included to assist investors to better understand the performance of the business

Performance relative to the previous financial year

Regis achieved a 2.3% increase in EBITDA to $403.4m with an after tax profit of $146.2 million for the full year to 30 June 2021 which was 26.7% lower than the previous corresponding year result of $199.5 million. Higher gold sales revenue was offset by increased mining costs associated with deeper in-pit mining in addition to a 74.5% increase in depreciation and amortisation charges for the period.

Sales

The Company produced 372,870 ounces of gold for the year ended 30 June 2021 with 355,553 ounces from the Company’s Duketon Operations and 17,317 from its 30% interest in Tropicana for May and June 2021. Gold sales revenue rose by 8.3% from the previous year with 367,285 ounces of gold sold at an average price of $2,229 per ounce in 2021 (2020: 353,182 ounces at $2,200 per ounce). The Company delivered gold produced into a combination of forward contracts and at the prevailing spot price.

6

Directors’ Report (continued)

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The total hedging position at the end of the year was 320,000 ounces with at a fixed price of $1,571 per ounce (2020: 399,494 ounces with a weighted average forward price of $1,614 per ounce). In May 2021, the Company adjusted the structure and delivery profile of its gold hedges with Macquarie Bank Limited, moving from spot deferred hedges to flat forward hedging.

Cost of Sales

Costs of sales including royalties, but before depreciation and amortisation increased by 14.5% to $394.0 million.

Depreciation and Amortisation

The 74.5% increase in depreciation and amortisation charges was predominantly a result of an increase in the underlying Mine Properties assets (Refer Note 14), the Rosemont Underground operations being in commercial production for the full year and the addition of assets associated with the Tropicana Gold Project.

Cash Flow from Operating Activities

Cash flow from operating activities was $276.3 million, down 19.5% on the prior year following an increase in the cost of sales. During the year, the Company paid $77.1 million of income taxes.

The Company continued to provide strong returns to shareholders through the payment of two fully franked dividends in FY21 totalling $61.3 million.

Duketon South Operations (“DSO”)

Operating results at the Duketon South Operations for the 12 months to 30 June 2021 were as follows:

		30 June 2021	30 June 2020
Ore mined Waste mined Strip ratio Ore mined Ore milled Head grade Recovery Gold production Cash cost per ounce – pre royalties Cash cost per ounce – incl. royalties All-in Sustaining Cost (“AISC”)	BCM BCM w:o Tonnes Tonnes g/t % Ounces A$/oz A$/oz A$/oz	2,500,701 15,597,136 6.2 7,034,770 6,366,312 1.44 92 270,987 1,058 1,165 1,368	2,800,054 19,557,651 7.0 7,234,482 6,371,894 1.35 94 259,858 859 963 1,218

Production at DSO increased by 4% from the previous year with 270,987 ounces of gold produced at an all-in sustaining cost of $1,368 per ounce. The increase in production was achieved following the first full year contribution from the Rosemont Underground which saw grades continue to lift as development progressed into the higher-grade Main Zone. Recovery at DSO was impacted by an increase in the proportion of some metallurgically difficult ore from Tooheys Well.

AISC increased by 12% primarily due to higher open pit drill and blast costs at the satellite pits with harder rock surfaces and deeper in-pit mining in addition to an increase in capital development costs from the Rosemont Underground operations.

Duketon North Operations (“DNO”)

Operating results for the 12 months to 30 June 2021 were as follows:

		30 June 2021	30 June 2020
Ore mined Waste mined Strip ratio Ore mined Ore milled Head grade Recovery Gold production Cash cost per ounce – pre royalties Cash cost per ounce – incl. royalties All-in Sustaining Cost (“AISC”)	BCM BCM w:o Tonnes Tonnes g/t % Ounces A$/oz A$/oz A$/oz	1,498,524 11,505,350 7.7 2,858,047 3,151,223 0.92 91 84,566 989 1,092 1,174	1,363,821 6,811,692 5.0 2,745,313 2,999,498 1.04 92 92,184 1,071 1,184 1,324

7

Directors’ Report (continued)

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DNO produced 84,566 ounces of gold for the year at an all-in sustaining cost of $1,174 per ounce. Gold production was down 8% on the prior year as a result of a decrease in processed head grade at the Moolart Well mill. Lower recovery at Moolart Well was impacted by lower ore grades and harder, more metallurgically difficult material which was encountered earlier than expected.

AISC decreased by 11% on the prior year driven by a lower strip ratio attributable to AISC following an increase in the Growth Capital work for the reporting period.

Tropicana Gold Project

Operating results (at 30%) from 1 May 2021 to 30 June 2021 were as follows:

		30 June 2021	30 June 2020
Ore mined Waste mined Strip ratio Ore mined Ore milled Head grade Recovery Gold production Cash cost per ounce – pre royalties Cash cost per ounce – incl. royalties All-in Sustaining Cost (“AISC”)	BCM BCM w:o Tonnes Tonnes g/t % Ounces A$/oz A$/oz A$/oz	45,855 1,161,622 25.3 174,932 429,554 1.39 90 17,317 1,240 1,300 2,121	N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Production from the acquisition date of 30 April 2021 totalled 17,317 ounces (30%) at an all-in sustaining cost of $2,121 per ounce. The high AISC reflected a combination of high strip ratios and low production in the two-month period due to relatively low mill head grades as stockpiles are utilised while the Havana open-pit cutback continues to progress along with a planned mill maintenance shutdown in June.

Exploration

During the year, a total of 253,275 metres of exploration drilling was completed across the Group’s tenements at Duketon. At Tropicana during May and June 2021, 29,433 metres of exploration drilling was completed, with 12,402 metres being aircore drilling, 6,628 metres being RC drilling and 10,403 metres being diamond drilling.

Regis’ exploration for FY21 reflects the Company’s growth strategy which continues to test for near mine extensions and new greenfield targets across the Company’s tenure in the Duketon Greenstone Belt.

8

Directors’ Report (continued)

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The table below breaks down the drilling activity (in metres) by Prospect at Duketon:

	Prospect	Aircore	RC	Diamond	Total					Prospect	Aircore	RC	Diamond	Total
	Baneygo	-	3,313	2,474	5,787				Matts Bore		20,212	-	-	20,212
	Beamish	2,478	-	-	2,478				Mitchell		1,146	-	-	1,146
	Bella Well	-	1,034	-	1,034				Moolart North		-	3,428	-	3,428
	Ben Hur	-	28,774	484	29,258				Moolart Well		-	25,520	-	25,520
	Betelgeuse	15,065	6,276	1,728	23,069				Mt Maiden		2,929	-	-	2,929
	Butchers Well	1,153	-	-	1,153				O’Connor		-	416	-	416
	Campervan	-	2,314	-	2,314				Reward
	Claypan	2,224	-	-	2,224				Risden Well		2,489	-	-	2,489
	Commonwealth	13,760	1,606	-	15,366				Rosemont		-	390	24,161	24,551
	Doris Well	3,125	-	-	3,125				Rosemont West		600	-	-	600
	Duketon	2,414	502	-	2,916				Russel’s Find		552	-	-	552
	Townsite								Somerset		4,202	-	-	4,202
	Fisher Well	-	278	-	278				Swincer		7,102	-	-	7,102
	Garden Well	-	-	13,791	13,791				Ten Mile Bore		-	1,212	-	1,212
	Giles	-	-	479	479				Terminator		-	2,279	-	2,279
	Gloster	-	18,620	3,141	21,761				The Patch		405	-	-	405
	Granite Peak	2,085	-	-	2,085				Thompsons		1,156	3,535	-	4,691
	Bore								Bore
	Hermans	-	-	1,056	1,056				Tooheys Well		-	-	3,912	3,912
	Kintyre	330	-	-	330				Ventnor		6,610	-	-	6,610
	Lancefield	-	6,985	-	6,985				White Nile		5,203	-	-	5,203
	North								Total		95,567	106,482	51,226	253,275
	Little Well	327	-	-	327

9

Directors’ Report (continued)

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Significant projects advanced during the year ended 30 June 2021 are outlined below.

All drilling results and resource estimations highlighted in this report are detailed fully in announcements to the ASX made by the Company throughout the year, along with the associated JORC 2012 disclosures.

Development – Garden Well Underground Project

The Garden Well Project is a fully operational open pit gold mine which commenced production in March 2013, having stand-alone crushing, grinding, Carbon in Leach (‘CIL’) processing and tailings storage facilities. The Garden Well deposit lies in the Duketon Greenstone Belt (‘DGB’) in the north-eastern part of the Archean Yilgarn Craton of Western Australia. The DGB is characterised by a strong North-South structural trend defined by major faults and shear zones, regional folds and granite batholiths.

In December 2020, the Company’s board approved the development of a new underground mine under the current Garden Well open pit based on a positive Feasibility Study on the Garden Well South (GWS) Underground Gold Project. The maiden Mineral Resource Estimate is 2.4 million tonnes at 3.6g/t Au for 270,000 ounces with the total material mined in the Feasibility Study including 1.85 million tonnes at 3.2g/t Au for 190,000 ounces. Considerable opportunity exists for mineralised extensions down plunge of the current Mineral Resource.

Development of the GWS Underground Project commenced in the March 2021 quarter with portal completion and 470 metres of capital development achieved during the year.

Development – McPhillamys Gold Project NSW

The 100% Regis owned McPhillamys Gold Project is one of Australia’s larger undeveloped open pittable gold resources. The Project is located approximately 250 kilometres west of Sydney in Central West NSW, a well-established mining district. The current Ore Reserve for the McPhillamys Gold Project is 61 million tonnes at 1.0g/t Au for 2.02 million ounces.

During the year, the assessment phase of the McPhillamys Development Application (‘DA’) reached another milestone with the Amendment Report and Responses to Submissions submitted to the Department of Planning, Industry and Environment (‘DPIE’) for assessment. The Project is now in the penultimate phase of the process which sees DPIE assess the DA and make its recommendation to the Independent Planning Commission (‘IPC’). Regis notes that the final decision by the government is still to be made and it is anticipated a recommendation by DPIE to the IPC has the potential to be in the first half of FY22.

The Company continues to work with the local and surrounding communities to ensure opportunities and impacts presented by the project development are communicated and mitigated where practicable.

Ben Hur Project

In September 2020, the Company completed the acquisition of valuable resource and tenement holdings from Stone Resources Australia Limited. The acquisition included the Ben Hur Mineral Resource of 5.8 million tonnes at 1.6g/t Au for 290,000 ounces which is located approximately 30 kilometres south of the Garden Well mill.

The local stratigraphy consists of mafic and minor ultramafic units within a sequence of sheared metasediments and felsic volcaniclastic rocks. Mineralisation is analogous to the Baneygo and Rosemont deposits situated north-west along strike from Ben Hur, where gold is hosted within a stockwork of quartz stringers. The primary lode is proximal to the sheared footwall of a differentiated quartz dolerite sill.

Following the acquisition of Ben Hur, Regis immediately commenced infill drilling to confirm and expand the existing Mineral Resource. Infill and extensional drilling consisted of 144 RC holes for 28,774 metres with drill spacing across the deposit reduced to 25m x 25m. 3 diamond holes for 484 metres were completed to gain geotechnical information for mine design purposes.

In April 2021, the Company reported a 34% growth in the Mineral Resource to 10.3 million tonnes at 1.2g/t Au for 390,000 ounces and declared a maiden Ore Reserve Estimate of 3.5 million tonnes at 1.1g/t Au for 130,000 ounces.

Rosemont Underground Project

The Rosemont Project commenced in March 2013 and is a fully operational open pit gold mine with a stand-alone crushing and grinding plant, piping an ore slurry to the Garden Well Carbon in Leach (‘CIL’) plant. The geology at Rosemont has gold hosted in a steeply dipping quartzdolerite unit intruding into a mafic-ultramafic sequence. Gold mineralisation is associated with quartz-albite-carbonate-chlorite-sulphide alteration of the quartz dolerite unit which varies from 5 metres to greater than 100 metres wide.

Commercial production was declared from 1 June 2020 at the Rosemont Underground Project with 721,000 tonnes ore mined and 7,995 lineal metres of development achieved during the year. Deep drilling continued at Rosemont to explore the high-grade shoots which extend at depth beneath existing underground infrastructure. During the period 24,161 metres of diamond drilling was completed to test down plunge extensions of high-grade gold mineralisation outside the current underground resource domains with the Company announcing an updated Mineral Resource of 2 million tonnes at 5.2g/t Au for 340,000 ounces.

10

Directors’ Report (continued)

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Gloster Project

The Gloster Gold Project is hosted in a package of intermediate volcanics and intrusives. The gold mineralised system is structurally complex, consisting of steeply dipping shears and multiple flat lying mineralised vein sets beneath the existing pit. Mineralised zones are characterised by several metres of quartz-carbonate-sulphide veins with visible gold. Gloster currently has an open-pit Resource of 16 million tonnes at 0.7g/t Au for 390,000 ounces, including Ore Reserves of 1.5 million tonnes at 1.1g/t Au for 54,000 ounces.

Mineralised shoots persist to 500 metres beneath the open-pit and consist of a narrow, high grade, strike limited quartz veins. During the year, Regis completed 18,620 reverse circulation (‘RC’) and 3,141 diamond drilling metres to test these mineralised structures beneath the open-pit and provide additional information on grade continuity to inform the mineralsation model.

Tropicana Gold Project

Tropicana, on the western edge of the Great Sandy Desert in Western Australia, is approximately 1,000 kilometres east north east of Perth. Tropicana holds the mineral rights to approximately 2,600 square kilometres of WA exploration tenements that are held in Joint Venture agreement between Regis (30%) and Joint Venture Manager AngloGold Ashanti Australia Limited (70%).

The Tropicana gold deposits are hosted by high metamorphic granulite-grade gneissic rocks in the shear-bounded Plumridge Terrain, which is within the western edge of the Proterozoic age Albany-Fraser belt. Tropicana currently has a Mineral Resources Estimate of 145 million tonnes at 1.6g/t Au for 7.64 million ounces (100%) and an Ore Reserves Estimate of 49 million tonnes at 1.7g/t Au for 2.69 million ounces (100%).

Work programmes are underway to assess the potential for additional underground mines below the final design limits of the Tropicana, Havana and Havana South open pits. In addition, significant near mine and regional exploration programs continue around Tropicana to unlock new discoveries and mine life extensions.

Material Business Risks

The material business risks faced by Regis that may have an impact on the financial and operating performance of the Company are:

Gold Price

Regis revenues are exposed to fluctuations in the gold price. Volatility in the gold price creates revenue uncertainty and requires careful management of business performance to ensure that operating cash margins are retained despite a fall in the spot gold price. The risks associated with such fluctuations and volatility may be reduced by any gold price hedging that Regis may undertake. A declining gold price can also impact operations by requiring a reassessment of the feasibility of mine plans and certain projects and initiatives. The development of new ore bodies, commencement of development projects and the ongoing commitment to exploration projects can all potentially be impacted by a decline in the prevailing gold price. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment could potentially cause substantial delays and/or may interrupt operations, which may have a material adverse effect on Regis’s results of operations and financial condition.

Foreign Exchange Rate Risk

Regis is an Australian business that reports in Australian dollars. Regis’s revenue is derived from the sale of gold in Australian dollars and costs are mainly incurred by its business in Australian dollars. However, because gold is globally traded in US dollars, Regis is exposed to foreign exchange risk. Therefore, movements in the US$/A$ exchange rate may adversely or beneficially affect Regis’s results of operations and cash flows. The risks associated with such fluctuations and volatility may be reduced by any currency hedging Regis may undertake, though there is no assurance as to the efficacy of such currency hedging. Regis hedges its gold ounces in Australian dollars, which, given Regis’s revenue is derived from sale of gold in US dollars, provides for some coverage of foreign exchange risk.

Operational Risk

Drilling, mining and processing activities carry risk and as such, activities may be curtailed, delayed or cancelled as a result of a number of factors outside Regis’s control. These include geological conditions, technical difficulties, securing and maintaining tenements, weather, residue storage and tailings dam failures and construction of efficient processing facilities. The operation may be affected by force majeure, fires, labour disruptions and availability, landslides, and the inability to obtain adequate machinery, engineering difficulties and other unforeseen events. As with most mines, reserves, resources and stockpiles are based on estimates of grade, volume and tonnage. The accuracy and precision of these estimates will depend upon drill spacing and other information such as continuity, geology, rock density, metallurgical characteristics, mining dilution and costs, etc. which evolve as the mine moves through different parts of the ore body. Regis endeavours to take appropriate action to mitigate these operational risks (including by properly documenting arrangements with counterparties, and adopting industry best practice policies and procedures) or to insure against them, but the occurrence of any one or a combination of these events may have a material adverse effect on Regis’s performance and the value of its assets.

11

Directors’ Report (continued)

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Mineral Resource and Ore Reserve Estimates

Mineral resource and ore reserves are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realised or that mineral reserves could be mined or processed profitably. There are numerous uncertainties inherent in estimating mineral resources and ore reserves, including many factors beyond Regis control. Such estimation is a subjective process, and the accuracy of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgements used in engineering and geological interpretation. Short term operating factors in relation to the mineral reserves, such as the need for the orderly development of ore bodies or the processing of new or different ore grades, may cause mining operations to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. Fluctuation in gold prices, results of drilling, metallurgical testing, changes in production costs, and the evaluation of mine plans subsequent to the date of any estimate may require the revision of such estimates. The volume and grade of reserves mined and processed, and recovery rates, may not be the same as currently anticipated. Any material reductions in estimated mineral resource and ore reserves, or of Regis’ ability to extract these mineral reserves, could have a material adverse effect on Regis results of operations and financial condition.

Effectiveness of Regis Gold Price Hedging

Regis currently has certain gold price hedging arrangements in place and may in the future choose to or be required to enter into further gold price hedging arrangements. Although gold price hedging activities may protect Regis in certain instances, they may also limit the price that can be realised on the proportion of recovered gold that is subject to any hedges, in the event that the market price for gold exceeds the hedged contract price (meaning rising gold prices could result in part of Regis’ gold production being sold at less than the prevailing spot price at the time of the sale). In this event, Regis’ financial performance may be adversely affected.

COVID-19

Regis’ Management Team has continued to manage the Company’s ongoing response to COVID-19 which has been coordinated in cooperation with our contractors. COVID-19 is not currently impacting on production, however the situation remains fluid and the Company will continue to monitor for potential impacts.

The Company is maintaining a range of measures across its business consistent with advice from State and Federal health authorities and commensurate with the community risk profile. These measures help ensure the health and welfare of our employees and their respective communities.

To date there have been no confirmed cases of COVID-19 across the business.

Climate Change

The current and future activities of Regis, including development of its projects, mining volumes, mining exploration and production activities may be affected by factors such as seasonal and unexpected weather patterns, heavy rain, floods, droughts and other weather and climatic conditions. The effects of changes in rainfall patterns, water shortages and changing storm patterns and intensities may adversely impact the costs, production levels and financial performance of Regis’ operations.

Changes to climate related regulations and government policy have the potential to impact on our financial results. These changes may include the imposition of a carbon tax on carbon output or the implementation of new taxes on diesel fuel which would impact the Company given its current reliance on diesel across its operations.

Government Policy and Permits

In the ordinary course of business, mining companies are required to seek governmental permits for exploration, expansion of existing operations or for the commencement of new operations. The duration and success of permitting efforts are contingent upon many variables not within the control of Regis. There can be no assurance that all necessary permits will be obtained, and, if obtained, that the costs involved will not exceed those estimated by Regis.

Significant Changes in the State of Affairs

There have been no significant changes in the state of affairs other than those listed in the review of operations above.

Significant Events after the Balance Date

Share issue

Subsequent to year end, 67,589 shares have been issued as a result of the vesting of performance rights.

12

Directors’ Report (continued)

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Dividends

On 30 August 2021, the directors proposed a final dividend on ordinary shares in respect of the 2021 financial year. Refer to note 6.

Other than the matters discussed above, there has not arisen in the interval between the end of the financial year and the date of this Report any item, transaction or event of a material and unusual nature which, in the opinion of the directors of the Group, has significantly affected or is likely to significantly affect:

• the operations of the Group;

• the results of those operations; or

• the state of affairs of the Group

in future financial years.

Likely Developments and Expected Results

There are no likely developments of which the directors are aware which could be expected to significantly affect the results of the Group’s operations in subsequent financial years not otherwise disclosed in the Principal Activities and Operating and Financial Review or the Significant Events after the Balance Date sections of the Directors’ Report.

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

During the financial year, employees exercised unlisted options to acquire 311,395 fully paid ordinary shares in Regis Resources Limited at a weighted average exercise price of $3.42 per share.

Peformance Rights

Unissued Shares

At the date of this report, the Company had the following unissued shares under unvested performance rights.

VestingDate	Number outstanding
30 June 2022 30 June 2023	361,290 492,828

At the date of this report, the Company has 59,877 unissued shares relating to vested performance rights.

Performance rights holders do not have any right, by virtue of the performance rights, to participate in any share issue of the Company or any related body corporate.

Details of performance rights granted to directors and other key management personnel during the year are set out in the remuneration report.

Indemnification and Insurance of Directors and Officers

The Company has entered into an Indemnity Deed with each of the directors which will indemnify them against liabilities incurred to a third party (not being the Company or any related company) where the liability does not arise out of negligent conduct including a breach of good faith. The Indemnity Deed will continue to apply for a period of 10 years after a director ceases to hold office. The Company has entered into a Director’s Access and Insurance Deed with each of the directors pursuant to which a director can request access to copies of documents provided to the director whilst serving the Company for a period of 10 years after the director ceases to hold office. There are certain restrictions on the directors’ entitlement to access under the deed. In addition, the Company will be obliged to use reasonable endeavours to obtain and maintain insurance for a former director similar to that which existed at the time the director ceased to hold office.

13

Directors’ Report (continued)

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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

The number of directors’ meetings held (including meetings of Committees of the Board) and number of meetings attended by each of the directors of the Company during the financial year are:

			Audit Committee	Audit Committee	Remuneration, Nomination and DiversityCommittee	Remuneration, Nomination and DiversityCommittee	Risk, Safety, Environment and Community Committee	Risk, Safety, Environment and Community Committee
	Directors’ Meetings
J Mactier J Beyer F Morgan S Scudamore L Burnett R Barwick(i)	No. Scheduled to Attend 17 17 16 17 17 17	No. Attended 17 17 16 16 16 13	No. Scheduled to Attend 6 - - 6 6 -	No. Attended 6 - - 6 6 -	No. Scheduled to Attend 3 - - 3 3 2	No. Attended 3 - - 3 3 2	No. Scheduled to Attend - - 5 5 5 5	No. Attended - - 5 5 5 4

(i) Mr Barwick stepped down from the Remuneration, Nomination and Diversity Committee on 25 November 2020.

Committee Membership

As at the date of this report, the Company had an Audit Committee, a Remuneration, Nomination and Diversity Committee and a Risk, Safety, Environment and Community Committee of the Board of Directors.

Members of the committees of the Board during the year were:

Director	Audit Committee	Risk, Safety, Environment and Community Committee	Remuneration, Nomination and Diversity Committee
James Mactier			
Fiona Morgan		
Steve Scudamore	Chairperson		Chairperson
Lynda Burnett			
Russell Barwick(i)		Chairperson	

(i) Mr Barwick stepped down from the Remuneration, Nomination and Diversity Committee on 25 November 2020.

Directors’ Interests in the Shares and Options of the Company

As at the date of this report, the interests of the directors in the shares of the Company increased by 37,816 from the holdings as at 30 June 2021 as disclosed in the Remuneration Report. The directors’ interests in the shares of the Company at the date of this report are set out in the table below.

	Number of ordinary
	shares
J Mactier J Beyer F Morgan S Scudamore L Burnett R Barwick	66,234 118,421 529,190 34,484 15,897 5,000

14

Directors’ Report (continued)

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Auditor Independence and Non-Audit Services

During the year KPMG, the Group auditor, provided the following non-audit services. The directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised.

KPMG Australia received or are due to receive the following amounts for the provision of audit and non-audit services:

	$
Audit and review of financial statements Assurance services Other advisory services	377,020 25,358 37,778
	440,156

A copy of the auditor’s independence declaration as required under Section 307C of the Corporations Act is attached to the Directors’ Report.

Rounding off

The Company is of a kind referred to in ASIC Instrument 2016/191 dated 24 March 2016 and in accordance with that Instrument, amounts in the Financial Statements and Directors’ Report have been rounded to the nearest thousand dollars, unless otherwise stated.

15

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REMUNERATION REPORT

Dear Shareholder,

The Board, through its independent Remuneration, Nomination and Diversity Committee, reviews the Company’s Key Management Personnel (“KMP”) and Non-Executive Director (“NED”) remuneration in order to implement remuneration structures that align with our Principles of Remuneration, as detailed in this report.

For KMPs, remuneration comprises both fixed and variable components and is significantly weighted towards the variable, at-risk components of Short-Term Incentives (“STI”) and Long-Term Incentives (“LTI”). Within the variable component, a greater emphasis is placed on LTIs. NEDs are remunerated on a fixed fee basis.

KMP Remuneration

FY21

In light of the then uncertainties surrounding the pandemic and in keeping with our objective of weighting remuneration towards variable atrisk incentive opportunities, the Board decided to keep KMP total fixed remuneration (“TFR”) the same as in FY20 but made various changes to the level and composition of the STIs and LTIs. Furthermore, we sought to improve transparency of how these amounts were calculated.

Of particular note, we increased the weighting of safety in the STIs and included the impact of achievement of market guidance targets relating to All In Sustaining Costs (“AISC”) and production levels. We also customised STIs for each KMP to more accurately reflect the roles and responsibilities of individual KMP within the Company.

Alignment of KMP remuneration with shareholder interest was clearly demonstrated in FY21, a year in which our share price declined significantly. The percentage of FY21 STIs actually awarded to each KMP was less than in FY20 and less than 50% of the 2019 LTIs vested at the final test date on 30 June 2021. Further, the value to KMPs of the 50% of FY20 STI payments that were awarded to them in shares at a price of $5.12 per share on 29 September 2020 vested on 30 June 2021 when the share price was $2.42 per share.

For FY21, as detailed in this report, the Board has approved between 60-65% of the maximum STI opportunity for individual KMPs. This was determined following a review of the performance over the year against the Company-wide and individual measures set out at the beginning of the financial year. Of this award, 50% will continue to be paid in cash within three months of the end of the financial year, with the remaining 50% in performance rights which will vest 12 months after the end of the financial year.

In relation to LTIs awarded in FY21, we increased the maximum percentage opportunity for the Chief Executive Officer and Managing Director, reflecting peer comparison and our emphasis on longer term remuneration and equity participation. The weighting towards relative Total Shareholder Return (TSR) was increased but we retained two Company specific objectives, being Reserve Growth and the successful development of the McPhillamys Gold Project.

At 30 June 2021, the FY19 performance rights for the Chief Executive Officer and Managing Director were subject to testing against the preset vesting conditions. On review and as set out in this report, the conditions in relation to relative and absolute TSR and EPS growth were not met over the period. However reserve growth was achieved, the underground development commenced at Rosemont and very substantial progress was made at McPhillamys (taking into account factors beyond his control). Accordingly, 37.5% vesting was approved by the Board.

FY22

An independent remuneration consultant was engaged to provide benchmarking data and additional insights into remuneration structures and levels in the Australian mining sector. This data was sourced from annual reports published by similar sized ASX listed mining and mining service companies for the year ended 30 June 2020. This list was larger and broader than the narrower gold producer peer group that we use for calculating relative TSR as we recognise that our KMPs (and NEDS) skills and experience are transferable across different commodities and sectors within the mining industry.

As noted above no increase was made to TFR for KMP in 2021. For FY22, increases have been agreed and targeted around the 50[th] percentile of the survey comparator group.

Various changes have been made to the composition of STIs and LTIs in accordance with our short term priorities and longer term strategic goals and reflecting each KMP’s role and responsibilities. The STI metrics now include a further environmental component relating to carbon emissions and water usage. The LTI measures for FY22 continue to reflect relative TSR performance against other ASX-listed significant gold producers as well as our own reserve and production growth targets over the next three years.

The no-fatality and no catastrophic environmental incident gateways will again apply to 100% of KMP STI payments in FY22.

16

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Non-Executive Director Remuneration

Remuneration for NEDs comprises fixed fees (plus superannuation) which are set at levels which we believe are necessary and appropriate to attract and retain the quality and diversity of NEDs that we expect and in recognition of the workload and responsibility they have as directors. These fees were last increased in FY19 (apart from changes made in FY20 for the formation of the RSEC Committee). The Committee, referencing the independent survey, recommended fees for FY22 be increased to levels generally targeting the median survey results. The proposed aggregate of all NED fees for FY22 (including superannuation) remains well within the existing shareholder approved limit of $950,000 (which is also less than the median of the survey group). The individual performance and contribution of each NED and of the Board itself is reviewed annually by the Non-Executive Chairman. All NEDs purchased shares in the Company in FY21.

The above is not a complete list of changes to our remuneration arrangements. Full details are set out in the following report and I encourage you to read in its entirety.

Steve Scudamore

Chairman, Remuneration, Nomination and Diversity Committee

17

Remuneration Report (Audited)

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This remuneration report for the year ended 30 June 2021 outlines the remuneration arrangements of the Company and the Group in accordance with the requirements of the Corporations Act 2001 (the Act) and its regulations. This information has been audited as required by section 308(3C) of the Act.

The remuneration report details the remuneration arrangements for key management personnel (KMP) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any director (whether executive or otherwise) of the parent company.

Key Management Personnel

Details of KMPs of the Company and Group and their movements during the year ended 30 June 2021 are set out below:

Name	Position	Term as KMP
Non-executive directors J Mactier F Morgan S Scudamore L Burnett R Barwick Executive directors J Beyer Other executives S Gula J Latto	Non-Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Chief Executive Officer and Managing Director Chief Operating Officer Chief Financial Officer	Full financial year Full financial year Full financial year Full financial year Full financial year Full financial year Full financial year Full financial year

Principles of Remuneration

The Remuneration, Nomination and Diversity Committee is charged with formulating the Group’s remuneration policy, reviewing each director’s remuneration and reviewing the Chief Executive Officer and Managing Director’s remuneration recommendations for KMPs to ensure compliance with the Remuneration Policy and consistency across the Group. Recommendations of the Remuneration, Nomination and Diversity Committee are put to the Board for approval.

Remuneration levels for KMP are set to attract, retain and incentivise appropriately qualified and experienced directors and executives. The Company rewards executives with a level and mix of remuneration appropriate to their position, responsibilities and performance, in a way that aligns with the business strategy. The Company has implemented an Executive Incentive Plan for executive directors and other KMPs which sets out the performance hurdles for both Short Term Incentives (“STI”) and Long Term Incentives (“LTI”).

The objectives and principles of the Company’s remuneration policy include:

• To align the objectives and remuneration of the executive director and other KMP with the interests of shareholders and reflect Company strategy;

• To provide competitive rewards to attract, retain and incentivise high calibre executives;

• To be appropriate relative to others in the Company;

• To be non-discriminatory; and

• For total remuneration to include a competitive fixed component and an “at risk” component based on performance hurdles and key performance indicators (“KPI”).

In FY21, the STI represented the annual component of the “at risk” reward opportunity which is payable 50% in cash and 50% in performance rights (which vest 12 months after the end of financial year) upon the successful achievement of financial and non-financial KPIs. These KPIs are chosen to represent the key drivers of short term success for the Company with reference to Regis’ long term strategy.

The LTI refers to the “at risk” reward opportunity which takes the form of performance rights, being the issue of shares in Regis in the future, subject to meeting predetermined performance and vesting conditions.

Executive remuneration levels are reviewed at least annually by the Remuneration, Nomination and Diversity Committee. The chart below provides a summary of the structure of executive remuneration in the 2021 financial year:

18

Remuneration Report (Audited) (continued)

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Fixed remuneration

Base salary + superannuation + benefits

Variable remuneration STI plan LTI plan   Cash and Performance Rights Performance Rights	Variable remuneration STI plan LTI plan   Cash and Performance Rights Performance Rights
Cash and Performance Rights	Performance Rights

Remuneration Mix – Target

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----- Start of picture text -----

32%
41% Chief Executive 41%
Officer and Other
50%
Managing Executives
Director
18%
18%
----- End of picture text -----

Elements of Remuneration in FY21

Fixed remuneration

Fixed remuneration consists of base remuneration (including any fringe benefits tax charges related to employee benefits), as well as employer contributions to superannuation funds. The Group allows KMP to salary sacrifice superannuation for additional benefits (on a total cost basis).

Remuneration levels are reviewed at least annually by the Remuneration, Nomination and Diversity Committee through a process that considers individual and overall performance of the Group. In addition, external consultants and industry surveys may provide analysis and advice to ensure the KMP’s remuneration is competitive in the market place, as required. In March 2021, The Reward Practice Pty Ltd reviewed the existing remuneration arrangements of the Company’s KMPs and made recommendations to the Remuneration, Nomination and Diversity Committee. Fees to The Reward Practice Pty Ltd for this engagement totalled $16,000 exclusive of GST.

Performance linked remuneration

Performance linked remuneration includes both STI and LTI and is designed to reward KMP for meeting or exceeding their KPIs.

19

Remuneration Report (Audited) (continued)

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Short Term Incentive

Under the current arrangements, executives have the opportunity to earn an annual incentive. The STI recognises and rewards annual performance.

performance.
FY21	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. In FY21, the Chief Executive Officer and Managing Director had a maximum STI opportunity of 70% of total fixed remuneration, and other executives had a maximum STI opportunity of 60% of total fixed remuneration. An overarching review by the Board of each individual’s performance against agreed performance measures and a review of quantitative factors around the Company’s performance and the macro economic environment will determine the achievable percentage (between 0%-100%) of the maximum potential STI available to be awarded, subject further to the level of achievement against detailed KPI’s listed below. This maximum achievable STI percentage will automatically be 0% in a given financial year in the event of a work-related fatality or catastrophic environmental event at any of the Company’s managed operations in that year. A combination of specific Company KPIs are chosen to reflect the core drivers of short term performance and also to provide a framework for delivering sustainable value to the Group and its shareholders.
How is it paid?
How much can current executives
earn?
How is performance measured?
	The following KPIs were chosen for the 2021 financialyear:	Jim Beyer	Stuart Gula	Jon Latto
	KPI 1: Safety targets; - TRIFR 20% reduction; - LTI 20% reduction;	20%	20%	10%
	KPI 2: All in sustainingcosts relative toguidance;	15%	15%	15%
	KPI 3: Production relative toguidance;	15%	15%	15%
	KPI 4: Environmental targets;	10%	10%	5%
	KPI 5: Growth targets to be apportioned: - Approval of McPhillamys Project site works; - Exploration success on the Company’s tenements or M&A; - Commencement of new underground project	30%	20%	20%
	KPI 6: Implementation of Company-wide leadership and safetyculture improvementprogram;and	10%	10%	-
	KPI 7: Business improvement targets: - McPhillamys financing strategy delivered; - Review and upgrade of ERP and other Company related planning and reporting systems; or - Completion of the McPhillamys DFS.	- - -	- - 10%	10% 25% -
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. If an executive is terminated for cause before the end of the financial year, no STI is awarded for that year. If an executive ceases employment during the performance period by reason of redundancy, ill health, death, or other circumstances approved by the Board, the executive will be entitled to a pro-rata cash payment based on assessment of performance up to the date of ceasing employment for that year (subject to Board discretion). In the event of a change of control, a pro-rata cash payment will be made based on assessment of performance up to the date of the change of control (subject to Board discretion).
What happens if executive leaves?
What happens if there is a change of
control?

20

Remuneration Report (Audited) (continued)

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Long Term Incentives

Under the current arrangements, annual grants of performance rights are made to executives to align remuneration with the creation of shareholder value over the long-term.

shareholder value over the long-term.
FY21	Executives are eligible to receive performance rights (being the issue of shares in Regis in the future). In FY21, the Chief Executive Officer and Managing Director had a maximum LTI opportunity of 100% of total fixed remuneration, and other executives had a maximum LTI opportunity of 65% of total fixed remuneration. An overarching review by the Board of each individual’s performance against agreed performance measures and a review of quantitative factors around the Company’s performance and the macro economic environment will determine the achievable percentage (between 0%-100%) of the maximum potential LTI available to be awarded, subject further to the level of achievement against detailed KPI’s listed below. The vesting of performance rights are subject to a number of vesting conditions. The performance rights issued in FY21 are subject to the following vesting conditions: 1. Relative Total Shareholder Return (50%(i)) Performance against comparator group (ASX code: EVN, NST, PRU, RSG, SAR, SBM, WGX, NCM, OGC, SLR, GOR, RMS): Between 50thpercentile and the 75thpercentile (i.e. 7thto 9thof 12 companies) will result in a straight-line pro-rata between 50% and 100% of Relative TSR performance rights vesting. 2. Life of Mine Reserve Growth in Excess of Depletion (25%) Vesting will depend on the Company’s growth in ore reserves net of depletion over the three-year performance period, calculated at the percentage that the Company’s ore reserves as reported at 30 June 2023 (as per Reserve Report) represent of the Company’s ore reserves as at 30 June 2020 (as per Reserve Report). Growth in reserves can arise from M&A activity. If there are no new additions to Ore Reserves then nil vest. As new reserves are added from nil to 120% of depletion, this will result in a straight- line pro-rata between zero and 100% of the Reserve Growth performance rights vesting. 3. McPhillamys Project Performance (25%) The McPhillamys project has been completed within 10% of the Definitive Feasibility Study capital cost estimate (including owner’s costs but excluding contingencies) and production and operating costs have been within 10% of the DFS estimates for a continuous period of at least 30 days. This will result in 100% of McPhillamys Project performance rights vesting. The performance rights issued in FY21 have a three-year performance period with the vesting of the rights tested as at 30 June 2023. Any performance rights that do not vest will lapse after testing. There is no re-testing of performance rights.
How is it paid?
How much can current executives
earn?
How is performance measured?
When is performance measured?

21

Remuneration Report (Audited) (continued)

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What happens if executive leaves?	Where an executive ceases to be an employee of any Group Company: 1. Due to termination for cause, then any unvested rights will automatically lapse on the date of the cessation of employment; or 2. Due to any other reason, then a proportion of any unvested rights will lapse equivalent to the proportion of time remaining in the period during which the relevant vesting conditions must be satisfied and the remaining unvested rights will continue and are still capable of vesting in accordance with the relevant vesting conditions at the end of that period, unless the Board determines otherwise. If a matter, event, circumstance or transaction occurs that the Board reasonably believes may lead to a change of control, the Board may in its discretion determine the treatment and timing of any unvested rights and must notify the holder of any changes to the terms of the rights as a result of such a decision. If a change of control occurs and the Board hasn’t made such a decision, all unvested rights will vest. Executives are not eligible to receive dividends on unvested performance rights.
What happens if there is a change of
control?
Are executives eligible for dividends?

(i) Represents the maximum award if stretch targets are met.

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Performance and Executive Remuneration Outcomes in FY21

Actual remuneration earned by executives in FY21

The actual remuneration earned by executives in the year ended 30 June 2021 is set out below. This provides shareholders with details of the remuneration actually paid to executives for performance in FY21 year and the value of LTIs that vested during the period.

Performance against STI measures

A combination of financial and non-financial measures is used to measure performance for STI rewards. Company performance against those measures is as follows for 2021:

Key Performance Indicator	Weighting	Weighting	Weighting	Metric	Achievement
	Jim	Stuart	Jon
	Beyer	Gula	Latto
KPI 1: Safety Targets KPI 2: AISC KPI 3: Production KPI 4: Environmental Targets KPI 5: Growth Targets KPI 6: Leadership and Safety Culture Improvement Program KPI 7: Business Improvement Targets - McPhillamys financing strategy - Upgrade ERP and systems - McPhillamys DFS	20% 15% 15% 10% 30% 10% - - -	20% 15% 15% 10% 20% 10% - - 10%	10% 15% 15% 5% 20% - 10% 25% -	Reduction in key safety measures: - TRIFR 20% reduction; - LTI 20% reduction. AISC relative to guidance. Production relative to guidance. No significant environmental incidents; No significant compliance issues. Growth targets to be apportioned: - Approval of McPhillamys Project site works; - Exploration success on the Company’s tenements or M&A; - Commencement of new underground project. Implementation of company-wide leadership and safety culture improvement program. McPhillamys financing strategy delivered. Review and upgrade of ERP and other Company related planning and reporting systems. Completion of the McPhillamys DFS	100% award TRIFR reduced by 78% LTI reduced by 63% Threshold level not achieved Threshold level not achieved 100% award No significant environmental incidents and no significant compliance issues Not Delivered 100% award Ben Hur and Tropicana acquisition 100% award Commencement of Garden Well Underground 100% award 100% award(i) 100% award Not delivered

(i) The Board used its discretion to award this on the basis of the successful financing of the Tropicana acquisition.

Based on this assessment, the STI cash payments for FY21 to executives were recommended as detailed in the following table:

Name	Position	Achieved STI(i)	Percentage of TFR	STI Awarded(ii)
Jim Beyer Stuart Gula Jon Latto	Chief Executive Officer and Managing Director Chief Operating Officer Chief Financial Officer	% 65.0% 60.0% 65.0%	% 45.5% 36.0% 39.0%	$ 359,220 190,793 170,820

(i) Achieved STI reflects the percentage of the maximum STI opportunity;

(ii) Paid 50% in cash and 50% in performance rights which vest 12 months after the end of financial year.

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Performance against LTI measures

LTI awards granted in FY21 will be subject to testing at the end of the three-year performance period on 30 June 2023. In November 2020, after receiving approval from shareholders at the AGM, 154,353 performance rights were granted to Executive Director Mr Jim Beyer, 67,350 and 55,661 performance rights were granted to executives Mr Stuart Gula and Mr Jon Latto respectively under the Group’s Executive Incentive Plan (“EIP”). Further details of the grant, including performance conditions and the calculation of fair value is disclosed in the Note 24 to the financial statements.

LTI awards granted in FY20 will be subject to testing at the end of the three-year performance period on 30 June 2022. In November 2019, after receiving approval from shareholders at the AGM, 129,433 performance rights were granted to Executive Director Mr Jim Beyer and 58,343 performance rights were granted to executive Mr Jon Latto under the Group’s EIP. Further details of the grant, including performance conditions and the calculation of fair value is disclosed in the Note 24 to the financial statements.

LTI awards granted in FY19 were subject to testing at the end of the three-year performance period on 30 June 2021. In November 2018, after receiving approval from shareholders at the AGM, 160,766 and 129,187 performance rights were granted to Executive Directors Mr Jim Beyer and Mr Paul Thomas respectively, under the Group’s EIP. Mr Paul Thomas retired from his position as Executive Director on 19 August 2019 and forfeited LTI awards. Further details of the grant, including performance conditions and the calculation of fair value is disclosed in the Note 24 to the financial statements.

A number of performance conditions determined the vesting of the performance rights. The outcome of these performance conditions as tested for the three-year period ending on 30 June 2021 were as follows:

Performance Condition	Weighting	Metric	Achievement
Relative TSR Absolute TSR EPS Reserves McPhillamys Rosemont Underground	20% 20% 15% 15% 15% 15%	Relative Total Shareholder Return measured on a sliding scale against a select peer group of comparator companies. (ASX code: DCN, EVN, NCM, NST, OGC, PRU, RSG, SAR, SBM, WGX) Threshold level not achieved Absolute Total Shareholder Return. Threshold level not achieved Absolute Earnings Per Share measured against a pre- determined target set by the Board (as an average across three 12-month periods) Threshold level not achieved Reserve growth in excess of depletion over the three-year vesting period. 98% award McPhillamys Project targets as determined by the Board. 50% award Rosemont underground targets as determined by the Board. 100% award

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.

	2021	2020	2019	2018	2017
Revenue Net profit/(loss) after tax Basic earnings/(loss) per share (cents) Diluted earnings/(loss) per share (cents) Net assets	$’000 819,162 146,198 26.37 26.32 1,584,305	$’000 756,657 199,517 39.26 39.18 835,081	$’000 654,807 163,150 32.18 32.12 716,464	$’000 606,495 174,231 34.60 34.35 636,842	$’000 543,799 138,163 27.59 27.29 538,392

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Performance and Executive Remuneration Arrangements in FY22

Subsequent to the end of the 2021 financial year, the Board resolved to set STI and LTI hurdles as follows for the 2022 financial year:

Component	Links to FY22 Performance	Links to FY22 Performance	Links to FY22 Performance	Links to FY22 Performance
Total Fixed Remuneration (TFR) Short Term Incentives (STI)	Salaries awarded effective 1 July 2021 are used as the basis for determining the value component for the FY22 STI and LTI. The maximum STI opportunity that each KMP can earn are: - Chief Executive Officer and Managing Director 70% - Other executives 60% The maximum LTI opportunity that each KMP can earn are: - Chief Executive Officer and Managing Director 100% - Other executives 65% The following KPIs were chosen for the 2022 financial year: Jim Beyer Stuart Gula Jon Latto KPI 1: Safety targets: - All Injury Frequency Rate: - Threshold: 5% reduction from 30 June 2021 level (0% awarded); - Target: 10% reduction from 30 June 2021 level (33% awarded); - Stretch: 15% reduction from 30 June 2021 level (100% awarded); - Pro-rated between each; - Keep LTIFR below the most recently reported annual Department of Mines, Industry Regulation and Safety Reportable LTIs for the Gold Mining Industry (or equivalent if not available); 20% 20% 15% KPI 2: All in sustaining costs relative to guidance: - 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; 15% 20% 20% KPI 3: Production relative to guidance; - Threshold: mid-point (0% awarded); - Stretch: 5% above mid-point (100% awarded); - Pro-rated up from mid-point to 5%; 15% 20% 15% KPI 4: Environmental, social and governance targets: - No significant environmental incidents; - No significant environmental compliance issues; - Development of carbon emission intensity and water use efficiency targets and improvement plans; 20% 20% 15% KPI 5: Resource growth through discovery (assessed potential or actual) or acquisition at the discretion of the Board; and 20% 10% 15% KPI 6: Individual performance targets: Specific individual targets and objectives that are focussed on improving business efficiency and cost management along with other objectives that are commercially confidential. 10% 10% 20% The Board retains discretion to adjust the STI mechanism and amounts.
		Jim Beyer	Stuart Gula	Jon Latto
		20% 15% 15% 20% 20% 10% ounts.	20% 20% 20% 20%	15% 20% 15% 15% 15% 20%
			10% 10%

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Long Term The performance rights issued for FY22 will be subject to a three year vesting period and the following vesting Incentives (LTI) conditions:

1. Relative Total Shareholder Return (50%[(i)] )

Performance against comparator group[(ii)] :

Between 50[th] percentile and the 75[th] percentile (i.e. 7[th] to 9[th] of 12 companies) will result in a straight-line pro-rata between 50% and 100% of Relative TSR performance rights vesting.

1. Life of Mine Reserve Growth in Excess of Depletion (25%)

Vesting will depend on the Company’s growth in ore reserves net of depletion over the three-year performance period, calculated at the percentage that the Company’s ore reserves as reported at 31 March 2024 (as per December 2023 Reserve Report) represent of the Company’s ore reserves as at 31 March 2021 (as per December 2020 Reserve Report).

If there are no new additions to Ore Reserves then nil vest.

As new reserves are added from nil to 120% of depletion, this will result in a straight-line pro-rata between zero and 100% of the Reserve Growth performance rights vesting.

Growth in reserves can arise from M&A activity.

1. Production Growth (25%)

Annualised gold production as at 30 June 2024 testing date (referencing the then Board approved budget gold production for FY25) exceeds the current approved Regis LOM Base Case Plan by 20%.

Growth in production can arise from M&A activity.

• (i) Represents the maximum award if stretch targets are met.

• (ii) The Comparator Group, for LTI purposes, from 1 July 2021, will comprise the following gold producers:

• Evolution Mining Limited

• Northern Star Resources Limited

• Perseus Mining Limited

• Resolute Mining Limited

• St Barbara Limited

• Westgold Resources Limited

• Newcrest Mining Limited

• Oceana Gold Corporation Limited

• Silver Lake Resources Limited

• Gold Road Resources Limited

• Ramelius Resources Limited

• West African Resources

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Service Contracts

The Group has entered into service contracts with each KMP. The service contract outlines the components of remuneration paid to each KMP but does not prescribe how remuneration levels are modified year to year. Remuneration levels are reviewed each year to take into account cost-of-living changes, any change in the scope of the role performed by the KMP and any changes required to meet the principles of the remuneration policy.

Each KMP, except as specified below, is subject to a notice period of 1 month which the Company may pay in part or full of the required notice period. The KMPs are also entitled to receive, on termination of employment, statutory entitlements of accrued annual and long service leave, and any accrued superannuation contributions would be paid to their fund. In the case of a genuine redundancy, executives would receive their statutory entitlements based on completed years of service.

Mr Jim Beyer , the Company’s Chief Executive Officer and Managing Director, is employed under a contract with the following termination provisions:

			Entitlement to Options and Rights
	Notice Period	Payment in Lieu of Notice	on Termination
Employer initiated termination: - without reason - with reason - serious misconduct	3 months plus 9 months’ salary Not less than 3 months 0 – 1 month	12 months Not less than 3 months 0 – 1 month	Options – 1 month to exercise, extendable at Board discretion Rights – refer to LTI details
Employee initiated termination	3 months	Not specified	As above
Change of control	1 month plus 12 months’ salary	Not specified	As above

Mr Stuart Gula , the Company’s Chief Operating Officer, is employed under a contract with the following termination provisions:

			Entitlement to Options and Rights
	Notice Period	Payment in Lieu of Notice	on Termination
Employer initiated termination: - without reason - with reason - serious misconduct	3 months plus 9 months’ salary Not less than 3 months 0 – 1 month	12 months Not less than 3 months 0 – 1 month	Options – 1 month to exercise, extendable at Board discretion Rights – refer to LTI details
Employee initiated termination	3 months	Not specified	As above
Change of control	1 month plus 12 months’ salary	Not specified	As above

Mr Jon Latto , the Company’s Chief Financial Officer, is employed under a contract with the following termination provisions:

			Entitlement to Options and Rights
	Notice Period	Payment in Lieu of Notice	on Termination
Employer initiated termination: - without reason - with reason - serious misconduct	3 months plus 9 months’ salary Not less than 3 months 0 – 1 month	12 months Not less than 3 months 0 – 1 month	Options – 1 month to exercise, extendable at Board discretion Rights – refer to LTI details
Employee initiated termination	3 months	Not specified	As above
Change of control	1 month plus 12 months’ salary	Not specified	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.

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Non-Executive Directors

Total remuneration for all non-executive directors, last voted upon by shareholders at the 2019 AGM, is not to exceed $950,000 per annum including superannuation. In FY21, total non-executive directors’ fees paid were $719,415 per annum including superannuation. Non-executive directors’ fees cover all main board activities and membership of board committees. Non-Executive Directors do not receive performancerelated compensation and are not provided with any retirement benefits, apart from statutory superannuation. From time to time, nonexecutive 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 2021

				Post Employ-	Long-term	Share-based
		Short Term		ment	benefits	Payment
					Accrued
					annual &
			Non-		long		Termina-		Perfor-
	Salary &	Cash	Monetary	Superannua-	service	Options &	tion		mance
2021	Fees	Rewards	Benefits*	tion	leave#	Rights+	payments	Total	Related
$ Non-executive directors J Mactier(i) 160,000 F Morgan(ii) 115,000 S Scudamore(iii) 135,000 L Burnett(iv) 125,000 R Barwick(v) 122,000 Executive directors J Beyer 671,084 Other executives S Gula 470,969 J Latto 387,692		$ - - - - - 179,610 95,396 85,410	$ - - - - - 3,739 3,739 3,739	$ 15,200 10,925 12,825 11,875 11,590 68,495 45,980 38,000	$ - - - - - 59,037 41,957 35,081	$ - - - - - 470,842 91,814 158,977	$ - - - - - - - -	$ 175,200 125,925 147,825 136,875 133,590 1,452,807 749,855 708,899	% - - - - - 44.77% 24.97% 34.47%
Total	2,186,745	360,416	11,217	214,890	136,075	721,633	-	3,630,976

• Non-monetary benefits are presented at actual cost plus any fringe benefits tax paid or payable by the Group.

Long term benefits for accrued annual and long service leave are the movements in the provision, net of any leave taken.

• Represents the statutory remuneration expensed based on fair value at grant date of options and rights over the vesting period of the award. Options have vested during the year for KMPs as detailed in Table 5. Table 5 reflects the realised benefits of share-based payments for the year.

(i) Mr Mactier’s fees of $160,000 per annum are inclusive of all committee fees for roles on the committees shown in Table 2 below. (ii) Mrs Morgan’s fees include $5,000 for her roles on the committees shown in Table 2 below. (iii) Mr Scudamore’s fees include $25,000 for his roles on the committees shown in Table 2 below.

(iv) Mrs Burnett’s fees include $15,000 for her roles on the committees shown in Table 2 below.

(v) Mr Barwick’s fees include $12,000 for his roles on the committees shown in Table 2 below.

Table 2: Committee membership from 1 July 2020 to 30 June 2021

Director	Audit Committee	Risk, Safety, Environment and Community Committee	Remuneration, Nomination and Diversity Committee
James Mactier			
Fiona Morgan		
Steve Scudamore	Chairperson		Chairperson
Lynda Burnett			
Russell Barwick(i)		Chairperson

(i) Mr Barwick stepped down from the Remuneration, Nomination and Diversity Committee on 25 November 2020.

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Remuneration Report (Audited) (continued)

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Table 3: Annual Non-Executive Director fees as at 30 June 2021

Director	Base Fee(ii)	Committee Fees	Total
James Mactier(i)	$160,000	-	$160,000
Fiona Morgan	$110,000	$5,000	$115,000
Steve Scudamore	$110,000	$25,000	$135,000
Lynda Burnett	$110,000	$15,000	$125,000
Russell Barwick	$110,000	$10,000	$120,000
Total	$600,000	$55,000	$655,000

(i) Mr Mactier’s fees are inclusive of all committee fees.

(ii) Base fees are exclusive of superannuation.

(iii) Committee membership fees are $5,000 per committee or $10,000 for the committee Chairperson.

Table 4: Remuneration for the year ended 30 June 2020

				Post Employ-	Long-term	Share-based
		Short Term		ment	benefits	Payment
					Accrued
			Non-		annual &		Termina-		Perfor-
	Salary &	Cash	Monetary	Superannua-	long service	Options &	tion pay-		mance
2020	Fees	Rewards	Benefits*	tion	leave#	Rights+	ments	Total	Related
Non-executive directors J Mactier(i) F Morgan(ii) S Scudamore(iii) L Burnett(iv) R Barwick(v) R Kestel(vi) Executive directors J Beyer P Thomas(vii) Other executives	$ 160,000 115,000 127,477 71,475 38,462 52,722 707,134 111,844	$ - - - - - - 193,426 -	$ - - - - - - 4,463 1,116	$ 15,200 10,925 12,110 6,790 3,654 5,009 68,495 6,253	$ - - - - - - 64,947 (54,347)	$ - - - - - - 315,905 (387,279)	$ - - - - - - - -	$ 175,200 125,925 139,587 78,265 42,116 57,731 1,354,370 (322,413)	% - - - - - - 37.61% -
S Gula(viii)	238,277	59,154	2,232	22,636	21,375	-	-	343,674	17.21%
J Latto	405,000	93,130	4,463	38,475	33,333	39,047	-	613,447	21.55%
K Massey(ix)	-	-	-	164	(30,953)	-	-	(30,789)	-
Total	2,027,391	345,711	12,274	189,711	34,355	(32,328)	-	2,577,114

• Non-monetary benefits are presented at actual cost plus any fringe benefits tax paid or payable by the Group.

Long term benefits for accrued annual and long service leave are the movements in the provision, net of any leave taken.

• Represents the statutory remuneration expensed based on fair value at grant date of options and rights over the vesting period of the award. Options have vested during the year for KMPs as detailed in Table 6. Table 6 reflects the realised benefits of share-based payments for the year. Where the amount is negative this represents a reversal of expense previously recognised where the KMP has foregone the LTI due to resignation or retirement.

(vi) Mr Mactier’s fees of $160,000 per annum are inclusive of all committee fees for roles on the committees shown in Table 2 and Table 3 below.

(vii) Mrs Morgan’s fees include $5,000 for her roles on the committees shown in Table 2 and Table 3 below.

(viii) Mr Scudamore’s fees include $17,477 for his roles on the committees shown in Table 2 and Table 3 below.

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• (ix) Mrs Burnett was appointed Non-Executive Director on 27 November 2019. Mrs Burnett’s fees include $8,577 for her roles on the committees shown in Table 2 and Table 3 below.

• (x) Mr Barwick was appointed Non-Executive Director on 11 March 2020. Mr Barwick’s fees include $4,615 for his roles on the committees shown in Table 3 below.

• (xi) Mr Kestel retired as a Non-Executive Director of Regis Resources Limited on 26 November 2019. Mr Kestel’s fees include $8,111 for his roles on the committees shown in Table 2 below up to the date of his retirement from Regis Resources Limited on 26 November 2019.

• (xii) Mr Thomas retired as Executive Director on 19 August 2019 and continued in the role of Chief Operating Officer until his resignation on 30 September 2019. The Annual and Long Service Leave amount for Mr Thomas is negative due to the accrual being inclusive of superannuation benefits however superannuation benefits are not paid out on cessation of employment, Mr Thomas was also not eligible for long service leave upon termination. The Options and Rights amount for Mr Thomas is negative as this relates to the reversal of the previously recognised expense associated with 242,822 performance rights accumulated in FY18 & FY19 which were forfeited upon resignation.

• (xiii) Mr Gula was appointed as Chief Operating Officer on 19 December 2019.

• (xiv) Mr Massey resigned as Chief Financial Officer effective from 1 July 2019. The Annual and Long Service Leave amount for Mr Massey is negative due to the accrual being inclusive of superannuation benefits however superannuation benefits are not paid out on cessation of employment.

Table 5: Voluntary information – Non-IFRS – Remuneration received by executives for the year ended 30 June 2021

The amounts disclosed below as executive KMP remuneration for 2021 reflect the realised benefits received by each KMP during the reporting period. The remuneration values disclosed below have been determined as follows:

Fixed remuneration

Fixed remuneration includes base salaries received, payments made to superannuation funds, the taxable value of non-monetary benefits received and any once-off payments such as sign-on bonuses or termination benefits. See Table 1 above for details. Fixed remuneration excludes any accruals of annual or long service leave.

Short-term incentives

The cash STI benefits represent the bonuses that were awarded to each KMP in relation to the prior financial year and were paid in the current financial year. The value of vested performance rights was determined based on a 5-day VWAP including the date of issue. These performance rights are in relation to the 2019 financial year and were issued in July 2020.

Long-term incentives

There were no LTI performance rights awarded during the year.

	Fixed Remuneration	Awarded STI (cash)	Awarded STI (shares)	Awarded LTI	Total Value
$ $ $ $ $ Executive directors J Beyer 793,234 193,426 166,299 - 1,152,959 Other executives S Gula 533,719 59,154 - - 592,873 J Latto 441,739 93,130 - - 534,869
Total executive KMP	1,768,692	345,710	166,299	-	2,280,701
Non-executive directors 719,415 - - - 719,415
Total KMP remuneration	2,488,107	345,710	166,299	-	3,000,116

The amounts disclosed above are not the same as the remuneration expensed in relation to each KMP in accordance with the accounting standards ($3,983,075 for 2021, see Table 1 above). The directors believe that the remuneration received is more relevant to users for the following reasons:

• The statutory remuneration expensed is based on fair value determined at grant date but does not reflect the fair value of the equity instruments when they are actually received by the KMPs.

• The statutory remuneration shows benefits before they are actually received by the KMPs, noting that some components of the remuneration may not be received at all.

• Share-based payment awards are treated differently under the accounting standards depending on whether the performance conditions are market conditions (no reversal of expense) or non-market conditions (reversal of expense where shares fail to vest), even though the benefit received by the KMP is the same (nil where equity instruments fail to vest).

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The accuracy of information in this section has been audited together with the rest of the remuneration report.

Table 6: Rights and options over equity instruments granted as compensation

All rights and options refer to rights and options over ordinary shares of Regis Resources Limited, which are exercisable on a one-for-one basis.

There were no options granted to KMPs as compensation during the current year.

Performance rights that were granted as compensation to each KMP during the current year and in previous years and which have vested during or remain outstanding at the end of the year are provided as follows:

							% Vested	% Forfeited
							during the	during the
Rights		Granted		Number of rights		to	year	year
		Fair Value at
Incentives	Grant Date	Grant Date	Test Date	J Beyer	J Latto	S Gula
Short Term Incentives 12 month service condition 12 month service condition(i) Long Term Incentives Relative TSR Absolute TSR Earnings per share Ore reserves McPhillamys Rosemont Underground Relative TSR Absolute TSR Earnings per share Ore reserves McPhillamys Production growth Relative TSR Ore reserves McPhillamys	26 Nov 19 25 Nov 20 23 Nov 18 23 Nov 18 23 Nov 18 23 Nov 18 23 Nov 18 23 Nov 18 26 Nov 19 26 Nov 19 26 Nov 19 26 Nov 19 26 Nov 19 26 Nov 19 25 Nov 20 25 Nov 20 25 Nov 20	$4.51 $3.67 $0.77 $0.83 $3.89 $3.89 $3.89 $3.89 $1.73 $1.05 $4.17 $4.17 $4.17 $4.17 $1.85 $3.43 $3.43	1 Jul 20 1 Jul 21 30 Jun 21 30 Jun 21 30 Jun 21 30 Jun 21 30 Jun 21 30 Jun 21 30 Jun 22 30 Jun 22 30 Jun 22 30 Jun 22 30 Jun 22 30 Jun 22 30 Jun 23 30 Jun 23 30 Jun 23	30,890 37,816 32,153 32,153 24,115 24,115 24,115 24,115 25,887 25,887 19,415 19,415 19,415 19,414 77,177 38,588 38,588	- 18,208 - - - - - - 11,669 11,669 8,751 8,751 8,751 8,752 27,831 13,915 13,915	- 11,565 - - - - - - - - - - - - 33,675 16,838 16,838	100% - 0% 0% 0% 98% 50% 100% - - - - - -	- - - - - - - - - - - - - -
				513,258	132,212	78,916
Value of rightsgranted duringtheyear				$546,196	$107,513	$91,814

(i) 50% of the STI’s for the year ended 30 June 2020 was paid in performance rights which vested 12 months after the end of the financial year.

In relation to the performance rights granted in November 2018, the three year performance period during which the performance rights were tested ended on 30 June 2021. Any performance rights which did not vest lapsed after testing. There is no re-testing of performance rights. In relation to the performance rights granted in November 2019 and November 2020, there is a three year performance period which ends on 30 June 2022 and 30 June 2023, respectively.

In addition to a continuing employment service condition, vesting of the performance rights is conditional upon the Group achieving certain performance hurdles. Details of the performance criteria are included in the long-term incentives discussion on page 21.

The value of rights granted during the year is the fair value of the rights calculated at grant date. The total value of the rights granted is included in the table above. This amount is allocated to remuneration over the vesting period (i.e. in years 1 July 2020 to 30 June 2023).

90,767 performance rights vested during the year.

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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				Held at end of
	period				period	Vested at 30 June 2021
		Granted as		Net change				Not
	1 July2020	remuneration	Exercised	other	30 June 2021	Total	Exercisable	exercisable
Rights J Beyer J Latto S Gula	321,089 58,343 -	192,169 73,869 78,915	(30,890) - -	- - -	482,368 132,212 78,915	59,877 - -	59,877 - -	- - -

There were no options granted to KMPs during the year.

Table 8: Shareholdings of key management personnel

The movement during the reporting period in the number of ordinary shares in Regis Resources Limited held, directly, indirectly or beneficially, by each KMP, including their related parties, is as follows:

	Held at	On exercise of		Held at
	1 July2020	options/rights	Net change other	30 June 2021
Non-executive directors J Mactier F Morgan S Scudamore L Burnett R Barwick Executive directors J Beyer Other executives S Gula J Latto	45,000 510,780 13,813 6,000 - 29,000 2,000	- - - - - - -	21,234 18,410 20,671 9,897 5,000 51,605 2,692	66,234 529,190 34,484 15,897 5,000 80,605 4,692
	-	-	-	-
Total	606,593	-	129,509	736,102

Unless stated otherwise, “Net change other” relates to on-market purchases and sales of shares.

All equity transactions with KMP other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the Group would have adopted if dealing at arm’s length.

Loans to key management personnel and their related parties

There were no loans made to any director, key management personnel and/or their related parties during the current or prior years.

32

Remuneration Report (Audited) (continued)

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Other transactions with key management personnel

For the year ended 30 June 2021, services totalling $529,793 (2020: $173,965) have been provided on normal commercial terms to the Group by Mintrex Pty Ltd (“Mintrex”), of which Mrs Morgan is Managing Director, Chief Executive Officer and a shareholder. The Company engaged Mintrex during the financial year to engineer feasibility level plant designs for the McPhillamys Gold Project. Mrs Morgan and Mintrex have structured their management of this engineering project to ensure she has no involvement in the control or direction of the work. The balance outstanding at 30 June 2021 was $22,530, exclusive of GST.

Other than the ordinary accrual of personnel expenses at balance date and transactions disclosed above, there are no other amounts receivable from and payable to key management personnel and their related parties.

Signed in accordance with a resolution of the directors.

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Mr James Mactier Non-Executive Chairman

Perth, 30 August 2021

33

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Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001

To the Directors of Regis Resources Limited

I declare that, to the best of my knowledge and belief, in relation to the audit of Regis Resources Limited for the financial year ended 30 June 2021 there have been:

• i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and

• ii. no contraventions of any applicable code of professional conduct in relation to the audit

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KPMG

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Derek Meates Partner

Perth

30 August 2021

KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation.

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 June 2021

		Consolidated	Consolidated
		2021	2020
	Note	$’000	$’000
Revenue Cost of goods sold Gross profit Other income/(expenses) Investor and corporate costs Personnel costs Share-based payment expense Occupancy costs Other corporate administrative expenses Impairment of non-current assets Finance costs Profit before tax Income tax expense Profit from continuing operations Profit attributable to members of the parent Other comprehensive income Other comprehensive (loss)/income for the period, net of tax Total comprehensive income for the period	2 3 2 24 12 18 5	819,162 (582,659)	756,657 (452,011)
		236,503 (402) (4,687) (10,674) (3,934) (767) (770) (610) (2,265)	304,646 (1,365) (3,408) (10,062) (144) (245) (1,052) (1,686) (2,024)
		212,394 (66,196)	284,660 (85,143)
		146,198	199,517
		146,198	199,517
		-	-
		146,198	199,517
Total comprehensive income attributable to members of theparent		146,198	199,517
Basic earnings per share attributable to ordinary equity holders of the parent (cents per share) Diluted earnings per share attributable to ordinary equity holders of the parent (cents per share)	4 4	26.37 26.32	39.26 39.18

The above statement of comprehensive income should be read in conjunction with the accompanying notes.

35

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CONSOLIDATED BALANCE SHEET

As at 30 June 2021

		Consolidated	Consolidated
		2021	2020
	Note	$’000	$’000
Current assets Cash and cash equivalents Receivables Inventories Financial assets Other current assets Total current assets Non-current assets Inventories Property, plant and equipment Exploration and evaluation assets Mine properties under development Mine properties Intangible assets Right-of-use assets Total non-current assets Total assets Current liabilities Trade and other payables Income tax payable Provisions Lease liabilities Total current liabilities Non-current liabilities Deferred tax liabilities Long term borrowings Provisions Lease liabilities Total non-current liabilities Total liabilities	7 8 9 19 9 10 12 13 14 11 16 17 11 23 18 17 11	242,627 14,832 161,475 183 4,398	192,428 7,799 74,430 270 2,778
		423,515	277,705
		185,643 335,618 491,702 18,655 794,640 2,688 60,704	63,503 261,676 230,260 2,188 275,939 2,572 38,034
		1,889,650	874,172
		2,313,165	1,151,877
		151,348 325 5,975 24,481	74,181 7,471 3,994 15,856
		182,129	101,502
		113,624 293,821 103,921 35,365	117,408 - 75,845 22,041
		546,731	215,294
		728,860	316,796
Net assets		1,584,305	835,081
Equity Issued capital Reserves Retained profits	21 21	1,095,533 35,157 453,615	435,145 31,223 368,713
Total equity		1,584,305	835,081

The above balance sheet should be read in conjunction with the accompanying notes.

36

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2021

				Consolidated	Consolidated
					Retained
			Share-based	Financial	profits/
		Issued	payment	assets	(accumulted
		capital	reserve	reserve	losses)	Total equity
	Note	$’000	$’000	$’000	$’000	$’000
At 1 July 2020 Profit for the period Other comprehensive income Total other comprehensive income for the year, net of tax Total comprehensive income for the year, net of tax Transactions with owners in their capacity as owners: Share-based payments expense Dividends paid Dividends reinvested Issued capital Shares issue transaction costs	24 6 21	435,145 -	29,506 -	1,717 -	368,713 146,198	835,081 146,198
		-	-	-	-	-
		-	-	-	146,198	146,198
		- - 10,206 659,776 (9,594)	3,934 - - - -	- - - - -	- (61,296) - - -	3,934 (61,296) 10,206 659,776 (9,594)
At 30 June 2021		1,095,533	33,440	1,717	453,615	1,584,305
At 1 July 2019 Profit for the period Other comprehensive income Total other comprehensive income for the year, net of tax Total comprehensive income for the year, net of tax Transactions with owners in their capacity as owners: Share-based payments expense Dividends paid Shares issued, net of transaction costs	24 6	434,880 -	29,362 -	1,717 -	250,505 199,517	716,464 199,517
		-	-	-	-	-
		-	-	-	199,517	199,517
		- - 265	144 - -	- - -	- (81,309) -	144 (81,309) 265
At 30 June 2020		435,145	29,506	1,717	368,713	835,081

The above statement of changes in equity should be read in conjunction with the accompanying notes.

37

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CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 30 June 2021

		Consolidated	Consolidated
		2021	2020
	Note	$’000	$’000
Cash flows from operating activities Receipts from gold sales Payments to suppliers and employees Interest received Interest paid Proceeds from rental income Income tax paid Net cash from operating activities Cash flows from investing activities Acquisition of property, plant and equipment Proceeds on disposal of property, plant and equipment Payments for exploration and evaluation Payments for acquisition of assets (net of cash acquired) Payments for acquisition of exploration assets Payments for mine properties under development Payments for mine properties Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares Payment of transaction costs Payment of dividends Net proceeds from borrowings Payment of lease liabilities Net cash generated/(used) in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at 1 July	7 22 21 6 18	790,619 (435,767) 459 (1,900) - (77,125)	755,791 (348,923) 1,007 (1,105) 35 (63,792)
		276,286	343,013
		(21,139) 38 (43,899) (885,001) (1,036) (8,050) (129,598)	(51,135) 21 (37,118) - (21,281) (57,307) (77,524)
		(1,088,685)	(244,344)
		650,026 (9,594) (51,089) 293,652 (20,397)	279 (14) (81,309) - (13,894)
		862,598	(94,938)
		50,199 192,428	3,731 188,697
Cash and cash equivalents at 30 June	7	242,627	192,428

The above statement of cash flows should be read in conjunction with the accompanying notes.

38

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NOTES TO THE FINANCIAL STATEMENTS

Basis	of preparation 40
Performance for the year 42
1.	Segment Information .......................................................................................................................................................................................... 42
2.	Revenue and Other Income ................................................................................................................................................................................ 43
3.	Expenses ............................................................................................................................................................................................................... 44
4.	Earnings per Share ............................................................................................................................................................................................... 45
5.	Current Income Tax ............................................................................................................................................................................................. 46
6.	Dividends .............................................................................................................................................................................................................. 46
7.	Cash and Cash Equivalents .................................................................................................................................................................................. 47
Operating assets and liabilities 47
8.	Receivables .......................................................................................................................................................................................................... 48
9.	Inventories ........................................................................................................................................................................................................... 48
10.	Property, Plant and Equipment .......................................................................................................................................................................... 49
11.	AASB 16 Leases .................................................................................................................................................................................................... 50
12.	Exploration and Evaluation Assets ...................................................................................................................................................................... 52
13.	Mine Properties under Development ................................................................................................................................................................. 53
14.	Mine Properties ................................................................................................................................................................................................... 54
15.	Impairment of Non-Financial Assets .................................................................................................................................................................. 55
16.	Trade and Other Payables ................................................................................................................................................................................... 56
17.	Provisions ............................................................................................................................................................................................................. 56
Capital structure, financial instruments and risk 57
18.	Net Debt and Finance Costs ................................................................................................................................................................................ 58
19.	Financial Assets .................................................................................................................................................................................................... 59
20.	Financial Risk Management ................................................................................................................................................................................ 59
21.	Issued Capital and Reserves ................................................................................................................................................................................ 62
Other disclosures 63
22.	Tropicana Gold Project Asset Acquisition .......................................................................................................................................................... 63
23.	Deferred Income Tax ........................................................................................................................................................................................... 64
24.	Share-based Payments ........................................................................................................................................................................................ 66
25.	Related Parties ..................................................................................................................................................................................................... 70
26.	Parent Entity Information ................................................................................................................................................................................... 71
27.	Commitments ...................................................................................................................................................................................................... 71
28.	Contingencies ...................................................................................................................................................................................................... 71
29.	Auditor’s Remuneration ...................................................................................................................................................................................... 72
30.	Subsequent Events .............................................................................................................................................................................................. 72
31.	New Accounting Standards and Interpretations................................................................................................................................................ 72

39

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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Basis of preparation

Regis Resources Limited (“Regis” or the “Company”) is a for profit company limited by shares, incorporated and domiciled in Australia, whose shares are publicly traded on the Australian Securities Exchange. Its registered office and principal place of business is:

Regis Resources Limited Level 2 516 Hay Street Subiaco WA 6008

A description of the nature of operations and principal activities of Regis and its subsidiaries (collectively, the “Group”) is included in the Directors’ Report, which is not part of these financial statements.

The financial statements were authorised for issue in accordance with a resolution of the directors on 30 August 2021.

The financial report is a general purpose financial report which:

• has been prepared in accordance with the requirements of the Corporations Act 2001 , Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB);

• has been prepared on a historical cost basis except for assets and liabilities and share-based payments which are required to be measured at fair value. The basis of measurement is discussed further in the individual notes;

• is presented in Australian dollars with all values rounded to the nearest thousand dollars ($’000) unless otherwise stated, in accordance with ASIC Instrument 2016/191;

• presents reclassified comparative information where required for consistency with the current year’s presentation;

• adopts all new and amended Accounting Standards and Interpretations issued by the AASB that are relevant to the operations of the Group and effective for reporting periods beginning on or after 1 July 2020. Refer to Note 31 for further details;

• does not early adopt Accounting Standards and Interpretations that have been issued or amended but are not yet effective. Refer to Note 31 for further details.

Principles of consolidation

The consolidated financial statements comprise the financial statements of the Group. A list of controlled entities (subsidiaries) at year end is contained in Note 25.

The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist.

In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profits and losses resulting from intra-group transactions have been eliminated. Subsidiaries are consolidated from the date on which control is obtained to the date on which control is disposed. The acquisition of subsidiaries is accounted for using the acquisition method of accounting.

Foreign currencies

Both the functional currency of each entity within the Group and the Group’s presentation currency is Australian dollars.

Transactions in foreign currencies are initially recorded in Australian dollars at the exchange rate on that day. Foreign currency monetary assets and liabilities are translated to Australian dollars at the reporting date exchange rate. Foreign currency gains and losses are generally recognised in profit or loss.

Other accounting policies

Significant and other accounting policies that summarise the measurement basis used and are relevant to an understanding of the financial statements are provided throughout the notes to the financial statements. Where possible, wording has been simplified to provide clearer commentary on the financial report of the Group. Accounting policies determined non-significant are not included in the financial statements. There have been no changes to the Group’s accounting policies that are no longer disclosed in the financial statements.

40

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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Key estimates and judgements

In the process of applying the Group’s accounting policies, management has made a number of judgements and applied estimates of future events. Judgements and estimates which are material to the financial report are found in the following notes.

Note	3	Expenses	Page 44
Note	9	Inventories	Page 48
Note	12	Exploration and evaluation assets	Page 52
Note	14	Mine properties	Page 54
Note	15	Impairment	Page 55
Note	17	Provisions	Page 56
Note	23	Deferred income tax	Page 64
Note	24	Share-based payments	Page 66

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.

41

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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Performance for the year

This section focuses on the results and performance of the Group. This covers both profitability and the resultant return to shareholders via earnings per share combined with cash generation and the return of cash to shareholders via dividends.

1. Segment Information

Operating segments are reported in a manner that is consistent with the internal reporting provided to the Chief Executive Officer and Managing Director and his executive management team (the chief operating decision makers). The Group has three reportable segments which comprise the Duketon Gold Project; being Duketon North Operations (“DNO”), currently comprising Moolart Well, Gloster, Anchor, Dogbolter-Coopers and Petra open-pits, and Duketon South Operations (“DSO”), currently incorporating Garden Well (open-pit and underground), Rosemont (open-pit and underground), Erlistoun, Tooheys Well and Baneygo open-pits. During the period, Regis acquired a 30% interest in the Tropicana Gold Project. Tropicana is operated by joint venture partner AngloGold Ashanti Australia Limited and comprises the Tropicana, Havana and Boston Shaker open-pits and the Boston Shaker underground.

Unallocated items comprise corporate administrative costs (including personnel costs, share based payments, occupancy costs and investor and corporate costs), interest revenue, finance costs, net gains and losses on derivatives, exploration and evaluation assets relating to areas of interest where an economically recoverable reserve is yet to be delineated, cash, derivative assets and income tax assets. Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, conduct exploration and evaluation activities (excluding Tropicana due to it being managed by the joint venture partner) and develop mine properties.

The following table presents financial information for reportable segments for the years ended 30 June 2021 and 30 June 2020:

	Duketon North Operations	Duketon North Operations	Duketon South Operations	Duketon South Operations	Tropicana(i)	Tropicana(i)	Unallocated	Unallocated	Total	Total
	2021	2020	2021	2020	2021	2020	2021	2020	2021	2020
Continuing Operations Segment revenue Sales to external customers Other revenue Total segment revenue Total revenue per the statement of comprehensive income Interest expense Impairment of non- current assets Depreciation and amortisation Depreciation capitalised Total depreciation and amortisation recognised in the statement of comprehensive income Segment result Segment net operating profit/(loss) before tax Segment assets Segment assets at balance date Capital expenditure for the year	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000
	186,507	203,384	590,396	552,407	41,932	-	-	-	818,835	755,791
	-	-	-	-	-	-	327	866	327	866
	186,507	203,384	590,396	552,407	41,932	-	327	866	819,162	756,657
									819,162	756,657
	431	84	668	931	780	-	21	90	1,900	1,105
		-		-		-	610	1,686	610	1,686
	38,837	17,837	128,152	89,619	21,641	-	1,131	1,155	189,761	108,611
									(712)	(288)
									189,049	108,323
	52,690	78,877	174,634	223,402	6,152	-	(21,082)	(17,619)	212,394	284,660
	118,826	110,192	574,472	551,479	1,043,360		576,507	490,206	2,313,165	1,151,877
	40,902	23,958	103,462	131,986	15,447(ii)		49,533	45,164	209,344	201,108

(i) Includes two months of P&L activity from 30 April 2021;

(ii) Excludes balances acquired on 30 April 2021 (refer Note 22).

42

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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2. Revenue and Other Income

Accounting Policies

Gold sales

The Group recognises revenue from gold sales when it satisfies the performance obligation of transferring control of gold inventory to the customer. The Group’s assessment is that this generally occurs when the sales contract has been entered into and the customer has physical possession of the gold, as this is the point at which the customer obtains the ability to direct the use and obtains substantially all of the remaining benefits of ownership of the asset. The transaction price is determined based on the agreed upon price and the number of ounces delivered. Payment is due upon delivery into the sales contract.

Interest

Interest income from cash at bank is recognised as it accrues using the effective interest method.

		Consolidated	Consolidated
		2021	2020
		$’000	$’000
Revenue
Gold sales Interest		818,835 327	755,791 866
		819,162	756,657

Gold forward contracts

As part of the risk management policy, the Group has entered into gold forward contracts to manage the gold price of a proportion of anticipated gold sales. The counterparty to the gold forward contracts is Macquarie Bank Limited (“MBL”).

It is management’s intention to settle each contract through physical delivery of gold and as such, the gold forward sale contracts disclosed below do not meet the criteria of financial instruments for accounting purposes. This is referred to as the “normal purchase/sale” exemption. Accordingly, the contracts will be accounted for as sale contracts with revenue recognised once the gold has been delivered to MBL or its agent.

Open contracts at balance date are summarised in the table below:

	Gold for physical		Contracted gold		Value of committed
	delivery		sale	price		sales	Mark-to-market
	2021	2020	2021	2020	2021	2020	2021	2020
	ounces	ounces	$/oz	$/oz	$’000	$’000	$’000	$’000
Within one year:
- Flat forward contracts	100,000	-	1,571	-	157,114	-	(79,142)	-
- Spot deferred contracts	-	399,494	-	1,614	-	644,716	-	(388,179)
Later than one year but not
later than five years:
- Flat forward contracts	220,000	-	1,571	-	345,651	-	(176,131)	-
	320,000	399,494			502,765	644,716	(255,273)	(388,179)

Mark-to-market has been calculated with reference to the following spot price at period end	Mark-to-market has been calculated with reference to the following spot price at period end		$2,362/oz	$2,586/oz
			Consolidated
		2021		2020
		$’000		$’000
Other income/(expenses)
Rehabilitation provision adjustment		(534)		(210)
Rental income			50	35
Exploration rent refunds			-	25
Other income			68	-
Other expenses			14	(1,215)
		(402)		(1,365)

43

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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3. Expenses

Accounting Policies

Cash costs of production

Cash costs of production is a component of cost of goods sold and includes direct costs incurred for mining, milling, laboratory and mine site administration, net of costs capitalised to pre-strip and production stripping assets. This category also includes movements in the cost of inventory and any net realisable value write downs.

		Consolidated	Consolidated
		2021	2020
		$’000	$’000
Cost of goods sold Cash costs of production Royalties Depreciation of mine plant and equipment(i) Amortisation of mine properties(i)		355,220 38,791 71,016 117,632	306,744 37,361 50,626 57,280
		582,659	452,011

Depreciation

Depreciation of mine specific plant and equipment and buildings and infrastructure is charged to the statement of comprehensive income on a unit-of-production basis over the run of mine ore included in the life of mine plan for the mine concerned, except in the case of assets whose useful life is shorter than the life of the mine, in which case the straight-line method is used. The unit of account is tonnes of ore milled.

Depreciation of non-mine specific plant and equipment assets is charged to the statement of comprehensive income on a straight-line basis over the estimated useful lives of each part of an item of plant and equipment in current and comparative periods as follows:

• Plant and equipment: 3 – 20 years

• Fixtures and fittings: 3 – 20 years

• Buildings and infrastructure: 3 – 10 years

• Leasehold improvements: 10 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date.

Amortisation

Mine properties are amortised on a unit-of-production basis over the run of mine ore included in the life of mine plan for the mine concerned.

		Consolidated	Consolidated
		2021	2020
		$’000	$’000
Depreciation and amortisation Depreciation expense(i) Amortisation expense(i) Less: Amounts capitalised to exploration projects Depreciation and amortisation charged to the statement of comprehensive income		72,129 117,632 (712)	51,331 57,280 (288)
		189,049	108,323

• (i) The increase in depreciation and amortisation charges was predominantly a result of an increase in the underlying Mine Properties assets (Refer Note 14), the Rosemont Underground operations being in commercial production for the full year and the addition of assets associated with the Company’s interest in the Tropicana Gold Project.

Key estimates and assumptions

Unit-of-production method of depreciation/amortisation

The Group uses the unit-of-production basis when depreciating/amortising life of mine specific assets which results in a depreciation/amortisation charge proportionate to the depletion of the anticipated run of mine ore remaining life of mine production. Each item’s economic life, which is assessed annually, has due regard for both its physical life limitations and to present assessments of economically recoverable reserves of the mine property at which it is located.

44

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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		Consolidated	Consolidated
		2021	2020
		$’000	$’000
Employee benefits expense Wages and salaries Defined contribution superannuation expense Share-based payments expense Employee bonuses Other employee benefits expense Less: Amounts capitalised to projects Employee benefits expense recognised in the statement of comprehensive income	24	48,985 4,580 3,934 869 3,161	47,381 4,410 144 1,072 3,979
		61,529 (8,686)	56,986 (9,628)
		52,843	47,358

4. Earnings per Share

Accounting Policy

Earnings per share (“EPS”) is the amount of post-tax profit attributable to each share. The Group presents basic and diluted EPS data for ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period.

Diluted EPS takes into account the dilutive effect of all potential ordinary shares, being unlisted employee share options and performance rights on issue.

		Consolidated	Consolidated
		2021	2020
		$’000	$’000
Earnings used in calculating EPS
Net profit attributable to ordinary equity holders of the parent Weighted average number of shares Issued ordinary shares at 1 July Effect of shares issued Weighted average number of ordinary shares at 30 June Effect of dilution: Share options Performance rights Weighted average number of ordinary shares adjusted for the effect of dilution		146,198	199,517
		No. shares	No. shares
		(‘000s)	(‘000s)
		508,180 46,233	507,869 296
		554,413 - 990	508,165 97 926
		555,403	509,188

There have been no transactions involving ordinary shares between the reporting date and the date of completion of these financial statements which would impact on the above EPS calculations.

45

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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5. Current Income Tax

Accounting Policy

Current tax

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

The major components of income tax expense are: Current income tax Current income tax expense Deferred income tax Relating to the origination and reversal of temporary differences Income tax expense reported in the statement of comprehensive income A reconciliation between tax expense and the product of accounting profit before tax multiplied by the Group’s applicable income tax rate is as follows: Accounting profit before income tax At the Group’s statutory income tax rate of 30% (2020: 30%) Share-based payments Other non-deductible items Adjustment in respect of income tax of previous years Deductible equity raising costs Income tax expense reported in the statement of comprehensive income	Consolidated 2021 2020 $’000 $’000 65,941 59,038 255 26,105
	66,196 85,143
	212,394 284,660
	63,718 85,398 1,180 4 6 43 1,292 (301) - (1)
	66,196 85,143

6. Dividends

Declared and paid during the year: Dividends on ordinary shares Final franked dividend for 2020: 8 cents per share (2019: 8 cents per share) Interim franked dividend for 2021: 4 cents per share (2020: 8 cents per share) Proposed by the directors after balance date but not recognised as a liability at 30 June: Dividends on ordinary shares Final dividend for 2021: 3 cents per share (2020: 8 cents per share) Dividend franking account Amount of franking credits available to shareholders of Regis Resources Limited for subsequent financial years The ability to utilise the franking credits is dependent upon the ability to declare dividends.	Consolidated 2021 2020 $’000 $’000 40,814 40,654 20,482 40,654
	61,296 81,308
	22,624 40,668
	101,391 61,321

46

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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7. Cash and Cash Equivalents

Accounting Policy

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at bank and in hand. Cash at bank earns interest at floating rates based on daily bank deposit rates.

At 30 June 2021, the Group had no undrawn, committed borrowing facilities available (2020: nil). Refer to Note 18.

		Consolidated	Consolidated
		2021	2020
		$’000	$’000
Cash and cash equivalents in the balance sheet and cash flow statement Cash at bank and on hand		242,627	192,428
		242,627	192,428

Restrictions on cash

The Group is required to maintain a minimum cash balance of $50 million in its Proceeds Account with Macquarie Bank Limited.

The Group is required to maintain $504,000 (2020: $503,000) on deposit to secure bank guarantees in relation to the Perth office leases and two office leases in NSW. The amount will be held for the term of the lease.

Reconciliation of profit after income tax to net cash inflow from operating activities Net profit for the year Adjustments for: Impairment of non-current assets 15 Unwinding of discount on provisions 17 Loss on disposal of assets Unrealised (loss)/gain on derivatives Rent refunds Share-based payments Rehabilitation provision adjustment Depreciation and amortisation Changes in assets and liabilities (Increase)/decrease in receivables (Increase)/decrease in inventories (Increase)/decrease in other current assets Increase/(decrease) in income tax payable Increase/(decrease) in trade and other payables Increase/(decrease) in deferred tax liabilities Increase/(decrease) in provisions Net cash from operating activities	Consolidated 2021 2020 $’000 $’000 146,198 199,517
	610 1,686 365 919 (21) 130 - - - (25) 3,934 144 534 210 189,049 108,323 (1,084) (751) (58,076) 3,409 (1,479) (552) (7,145) (4,754) 7,229 3,498 (3,783) 26,105 (45) 5,154
	276,286 343,013

Operating assets and liabilities

This section shows the assets used to generate the Group’s trading performance and the liabilities incurred as a result. Liabilities relating to the Group’s financing activities are addressed in the capital structure and finance costs section on page 58.

47

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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8. Receivables

Accounting Policy

Receivables are initially recognised at fair value and subsequently at the amounts considered receivable (financial assets at amortised cost). Balances within receivables do not contain impaired assets, are not past due and are expected to be received when due.

Trade receivables include $3.4 million in relation to gold sales made on 30 June 2021. The only other material receivables at year end are for GST and fuel tax credits receivable from the Australian Taxation Office and therefore, the Group’s exposure to credit risk in relation to its receivables is not material.

Due to the short-term nature of these receivables, their carrying value is assumed to approximate fair value.

Current Gold awaiting settlement GST receivable Fuel tax credit receivable Security deposits for land acquisition Interest receivable Dividend trust account Other receivables	Consolidated 2021 2020 $’000 $’000 3,402 - 6,804 4,819 2,730 1,959 160 100 14 28 698 619 1,024 274 14,832 7,799

9. Inventories

Accounting Policy

Gold bullion, gold in circuit and ore stockpiles are physically measured or estimated and valued at the lower of cost and net realisable value. Cost is determined by the weighted average method and comprises direct purchase costs and an appropriate portion of fixed and variable overhead costs, including depreciation and amortisation, incurred in converting ore into gold bullion. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and costs of selling the final product, including royalties.

Consumable stores are valued at the lower of cost and net realisable value. The cost of consumable stores is measured on a first-in first-out basis.

Inventories expected to be sold (or consumed in the case of stores) within 12 months after the balance sheet date are classified as current assets, all other inventories are classified as non-current.

Current Ore stockpiles Gold in circuit Bullion on hand Consumable stores Non-current Ore stockpiles	Consolidated 2021 2020 $’000 $’000 106,854 48,545 32,427 13,759 8,726 8,601 13,468 3,525
	161,475 74,430
	185,643 63,503

At 30 June 2021, a portion of Dogbolter, Moolart Well, Erlistoun and Tooheys Well ore stockpiles were written back to net realisable value resulting in an expense totalling $4,346,000 being recognised in cost of goods sold. All other inventories were carried at cost.

48

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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At 30 June 2020, all inventories were carried at cost except for a portion of Rosemont ore stockpiles written back to net realisable value resulting in an expense totalling $115,000 being recognised in cost of goods sold.

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.

		Consolidated	Consolidated
	Freehold	Leasehold Plant & Furniture & Buildings & Capital
	Land	Improvements Equipment Equipment Infrastructure WIP		Total
	$’000	$’000 $’000 $’000 $’000	$’000	$’000
Net carrying amount at 1 July 2020 Acquisition – Tropicana Gold Project (Refer Note 22) Additions Depreciation expense Transfers between classes Rehabilitation provision adjustments Disposals Net carrying amount at 30 June 2021 At 30 June 2021 Cost Accumulated depreciation Net carrying amount Net carrying amount at 1 July 2019 Additions Depreciation expense Transfers between classes Rehabilitation provision adjustments Disposals Net carrying amount at 30 June 2020	52,027 - 3,379 - - - -	804 84,472 1,364 92,397 - 95,598 564 11,403 4 4,423 379 2,377 (254) (20,892) (530) (33,354) - 485 17 29,793 - 35 - 86 - (49) (2) -	30,612 2,635 8,140 - (30,295) - -	261,676 110,200 18,702 (55,030) (0) 121 (51)
	55,406	554 164,072 1,792 102,702	11,092	335,618
	55,406 -	1,882 370,752 4,410 219,536 (1,328) (206,680) (2,618) (116,834)	11,092 -	663,078 (327,460)
	55,406	554 164,072 1,792 102,702	11,092	335,618
	45,044 6,983 - - - -	1,078 93,786 1,070 74,499 25 8,943 287 16,817 (299) (22,062) (407) (19,811) - 2,185 414 16,289 - 1,770 - 4,603 - (150) - -	27,511 21,989 - (18,888) - -	242,988 55,044 (42,579) - 6,373 (150)
	52,027	804 84,472 1,364 92,397	30,612	261,676

49

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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		Consolidated	Consolidated
	Freehold	Leasehold Plant & Furniture & Buildings & Capital
	Land	Improvements Equipment Equipment Infrastructure WIP		Total
	$’000	$’000 $’000 $’000 $’000	$’000	$’000
At 30 June 2020 Cost Accumulated depreciation Net carrying amount	52,027 -	1,878 272,506 3,456 183,337 (1,074) (188,034) (2,092) (90,940)	30,612	543,816 (282,140)
	52,027	804 84,472 1,364 92,397	30,612	261,676

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.

50

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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Lease liability recognised Comprising: Current Non-current	Consolidated As at 30 June 2021 As at 30 June 2020 $’000 $’000 24,481 15,856 35,365 22,041
	59,846 37,897

Right-of-use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet as at 30 June 2021.

Plant & equipment Furniture & equipment Buildings & infrastructure Total right-of-use assets			Consolidated As at 30 June 2021 As at 1 July 2020 $’000 $’000 41,532 24,249 49 57 19,123 13,728
			60,704 38,034
			Consolidated
Right-of-use assets		Plant & Equipment Furniture & Equipment Buildings & Infrastructure Total
		$’000 $’000 $’000 $’000
Balance at 1 July 2020 Depreciation charge for the year Additions to right-of-use assets Acquisition of right-of-use assets – Tropicana Gold Project Balance at 30 June 2021 Balance at 1 July 2019 Depreciation charge for the year Additions to right-of-use assets Balance at 30 June 2020 Amounts recognised in profit or loss Leases under AASB 16 Interest on lease liabilities Expenses relating to short-term leases	22	24,249 57 13,728 38,034 (12,780) (58) (5,574) (18,412) 7,481 50 3,047 10,578 22,582 - 7,922 30,504
		41,532 49 19,123 60,704
		18,256 125 15,114 33,945 (7,555) (68) (5,003) (12,625) 13,548 - 3,617 17,165
		24,249 57 13,728 38,034
		Consolidated 2021 2020 $’000 $’000 1,235 1,068 44 63

The majority of the Group’s service contracts that contain leases are structured as variable payments, which are not included in the measurement of lease liabilities under AASB 16. Variable lease payments for the year ended 30 June 2021 totalled $348,903,103[(i)] (2020: $326,776,000).

	Consolidated
Amounts recognised in statement of cash flows	2021	2020
	$’000	$’000
Total cash outflow for leases under AASB 16	20,397	13,894
Includes non-lease components such as labour.

51

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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12. Exploration and Evaluation Assets

Accounting Policy

Exploration and evaluation expenditure is accumulated on an area of interest basis. Exploration and evaluation assets include the costs of acquiring licences, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Expenditure is carried forward when incurred in areas for which the Group has rights of tenure and where economic mineralisation is indicated, but activities have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing. Costs incurred before the Group has obtained the legal rights to explore an area are recognised in the statement of comprehensive income.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mine properties under development. No amortisation is charged during the exploration and evaluation phase.

		Consolidated	Consolidated
		2021	2020
		$’000	$’000
Reconciliation of movements during the year Balance at 1 July Expenditure for the period Acquisition of exploration & evaluation assets – Tropicana Acquisition of tenements(i) Impairment Transferred to mine properties under development Balance at 30 June	22 15 13	230,260 46,509 213,300 10,648 (610) (8,405)	185,748 37,326 - 21,402 (1,686) (12,530)
		491,702	230,260

(i) On 2 September 2020 the Company acquired a resource and tenement package from Brightstar Resources Limited (ASX: BTR), formerly Stone Resources Australia Limited (ASX: SHK), for $9.75 million in Regis shares and a cash consideration of $0.25 million.

Impairment

Exploration and evaluation assets are assessed for impairment if (i) the period for which the right to explore in the area has expired during the period or will expire in the near future, and is not expected to be renewed, (ii) substantive expenditure on further exploration for and evaluation of mineral resources is neither budgeted nor planned, (iii) sufficient data exists to determine technical feasibility and commercial viability and (iv) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purposes of impairment testing, exploration and evaluation assets are allocated to cash-generating units (“CGUs”) to which the exploration activity relates. The CGU is not larger than the area of interest.

Carrying value by area of interest Duketon North Operations Duketon South Operations Duketon Gold Project satellite deposits Regional WA exploration NSW exploration Tropicana Gold Project	20,631 15,796 54,310 31,952 12,539 8,408 41,437 37,841 148,259 136,263 214,526 -
	491,702 230,260

Key estimates and assumptions

Impairment of exploration and evaluation assets

The future recoverability of capitalised exploration and evaluation expenditure is dependent upon a number of factors, including 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.

52

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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Factors that could impact future recoverability include the level of reserves and resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

To the extent that capitalised exploration and evaluation expenditure is determined not to be recoverable in the future, profits and net assets will be reduced in the period in which the determination is made.

Exploration expenditure commitments

Exploration expenditure commitments represent tenement rentals and expenditure requirements that may be required to be met under the relevant legislation should the Group wish to retain tenure on all current tenements in which the Group has an interest.

The terms and conditions under which the Group retains title to its various mining tenements oblige it to meet tenement rentals and minimum levels of exploration expenditure as gazetted by the Western Australian and New South Wales state governments, as well as local government rates and taxes.

The exploration commitments of the Group not provided for in the consolidated financial statements and payable are as follows:

		Consolidated	Consolidated
		2021	2020
		$’000	$’000
Within one year		2,686	1,906

The tenement commitments shown above represent the minimum required to be spent on all granted tenements as at reporting date. Actual expenditure will vary as a result of ongoing management of the tenement portfolio including reductions and relinquishment of tenements not considered prospective, in whole or in part.

Tenement commitments are shown gross of exemptions that are likely to be available in the ordinary course of business as the financial impact of potential exemptions cannot be measured reliably in advance.

13. Mine Properties under Development

Accounting Policy

Mine properties under development represents the costs incurred in preparing mines for production and includes plant and equipment under construction and operating costs incurred before production commences. These costs are capitalised to the extent they are expected to be recouped through the successful exploitation of the related mining leases. Once production commences, these costs are transferred to property, plant and equipment and mine properties, as relevant, and are depreciated and amortised using the units-of-production method based on the estimated run of mine ore included in the life of mine plan to which they relate or are written off if the mine property is abandoned. Any proceeds from sales in the pre-production phase is deducted from the cost of the asset.

		Consolidated	Consolidated
		2021	2020
		$’000	$’000
Balance at beginning of period Pre-production expenditure capitalised Transferred from exploration Transferred to inventory Transferred to mine properties Balance at end of period	12 14	2,188 8,062(ii) 8,405 - -	44,163 45,649(i) 12,530 (9,427) (90,727)(i)
		18,655	2,188

(i) Costs associated with Dogbolter-Coopers, Petra, Baneygo and Rosemont Underground net of $21.2 million in pre-production sales.

(ii) Costs associated with Garden Well Underground.

53

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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14. Mine Properties

Accounting Policies

Pre-strip costs

In open pit mining operations, it is necessary to remove overburden and waste materials to access the ore. This process is referred to as stripping and the Group capitalises stripping costs incurred during the development of a mine (or pit) as part of the investment in constructing the mine (“pre-strip”). These costs are subsequently amortised over the run of mine ore included in the life of mine plan on a units of production basis, where the unit of account is tonnes of ore milled.

Production stripping costs

Once access to the ore is attained, all waste that is removed from that point forward is considered production stripping activity. The amount of production stripping costs deferred is based on the extent to which the current period cost per tonne of ore mined exceeds the expected cost per tonne for the life of the identified component. A component is defined as a specific volume of the ore body that is made more accessible by the stripping activity, and is identified based on the mine plan.

The production stripping asset is initially measured at cost, which is the accumulation of costs directly incurred to perform the stripping activity that improves access to the identified component of the ore body. The production stripping asset is then carried at cost less accumulated amortisation and any impairment losses.

The production stripping asset is amortised over the expected useful life of the identified component (determined based on run of mine ore included in the life of mine plan), on a unit of production basis. The unit of account is tonnes of ore mined.

Capital development costs

Costs associated with extraction of waste material in order to gain access to the ore at underground mining operations are considered capital development costs. Capital development costs are stated at cost, less accumulated amortisation and accumulated impairment losses.

The capital development asset is amortised over the expected recoverable ounces of the mine concerned. The unit of account is ounces recovered.

Other mine properties

Other mine properties represent expenditure in respect of exploration, evaluation, feasibility and pre-production operating costs incurred by the Group previously accumulated and carried forward in mine properties under development in relation to areas of interest in which mining has now commenced. Other mine properties are stated at cost, less accumulated amortisation and accumulated impairment losses.

Other mine properties are amortised on a unit-of-production basis over the run of mine ore included in the life of mine plan of the mine concerned. The unit of account is tonnes of ore milled.

			Consolidated
	Production	Pre-strip	Capital	Other Mine
	StrippingCosts	Costs	Development	Properties	Total
	$’000	$’000	$’000	$’000	$’000
Net carrying amount at 1 July 2020 Additions Acquisition – Tropicana Gold Project (Note 22) Transfers from pre-production Rehabilitation provision adjustment Amortisation expense Net carrying amount at 30 June 2021 At 30 June 2021 Cost Accumulated amortisation Net carrying amount Net carrying amount at 1 July 2019 Additions Transfers from pre-production	94,726 53,924 - - - (28,776)	91,528 44,027 - - - (37,196)	35,757 29,716 - - - (19,425)	53,928 - 509,338 - (672) (32,235)	275,939 127,667 509,338 - (672) (117,632)
	119,874	98,359	46,048	530,359	794,640
	219,912 (100,038)	233,705 (135,346)	65,949 (19,901)	646,759 (116,400)	1,166,325 (371,685)
	119,874	98,359	46,048	530,359	794,640
	60,673 47,009 7,760	82,080 16,080 21,608	- 2,573 33,660	24,960 - 27,699	167,713 65,662 90,727(i)

54

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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			Consolidated
	Production	Pre-strip	Capital	Other Mine
	StrippingCosts	Costs	Development	Properties	Total
	$’000	$’000	$’000	$’000	$’000
Rehabilitation provision adjustment Amortisation expense Net carrying amount at 30 June 2020 At 30 June 2020 Cost Accumulated amortisation Net carrying amount	- (20,716)	- (28,240)	- (476)	9,117 (7,848)	9,117 (57,280)
	94,726	91,528	35,757	53,928	275,939
	165,988 (71,262)	189,678 (98,150)	36,233 (476)	138,093 (84,165)	529,993 (254,054)
	94,726	91,528	35,757	53,928	275,939

(i) Costs associated with Dogbolter-Coopers, Petra, Baneygo and Rosemont Underground net of $21.2 million in pre-production sales.

Key estimates and assumptions

Production stripping costs

The Group capitalises mining costs incurred during the production stage of its operations in accordance with the accounting policy described above. The identification of specific components will vary between mines as a result of both the geological characteristics and location of the ore body. The financial considerations of the mining operations may also impact the identification and designation of a component.

The expected cost per tonne is a function of an individual mine’s design and therefore changes to that design will generally result in changes to the expected cost. Changes in other technical or economic parameters that impact reserves will also have an impact on the expected costs per tonne for each identified component. Changes in the expected cost per tonne are accounted for prospectively from the date of change.

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.

Total impairment losses recognised in the statement of comprehensive income for the year were as follows:

		Consolidated	Consolidated
		2021	2020
		$’000	$’000
Exploration and evaluation assets	12	610	1,686

Exploration and evaluation assets

An impairment loss of $610,000 (2020: $1,686,000) has been recognised in relation to tenements that were surrendered, relinquished or expired during the year.

55

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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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.

		Consolidated	Consolidated
		2021	2020
		$’000	$’000
Current
Trade payables Accrued expenses Employee entitlements – annual leave payable Other payables (including stamp duty)		30,833 56,484 4,090 59,941	30,178 28,343 3,886 11,774
		151,348	74,181

17. Provisions

Accounting Policies

Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost. Refer to note 18.

Site rehabilitation

In accordance with the Group’s published environmental policy and applicable legal requirements, a provision for site rehabilitation is recognised in respect of the estimated cost of rehabilitation and restoration of the areas disturbed by mining activities up to the reporting date, but not yet rehabilitated.

When the liability is initially recorded, the estimated cost is capitalised by increasing the carrying amount of the related mining assets. At each reporting date the site rehabilitation provision is re-measured to reflect any changes in discount rates and timing or amounts to be incurred. Additional disturbances or changes in rehabilitation costs will be recognised as additions or changes to the corresponding asset and rehabilitation provision, prospectively from the date of change. For closed sites, or where the carrying value of the related asset has been reduced to nil either through depreciation and amortisation or impairment, changes to estimated costs are recognised immediately in the statement of comprehensive income.

56

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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Long service leave

The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service up to reporting date, plus related on costs. The benefit is discounted to determine its present value and the discount rate is the yield at the reporting date on high-quality corporate bonds that have maturity dates approximating the terms of the Group’s obligations

		Consolidated	Consolidated
		2021	2020
		$’000	$’000
Current Dividends payable Long service leave Rehabilitation Non-current Long service leave Rehabilitation Provision for rehabilitation Balance at 1 July Provisions raised during the year Provisions used during the year Provisions re-measured during the year Unwinding of discount Balance at 30 June		698 252 5,025	619 291 3,084
		5,975	3,994
		1,453 102,468	1,944 73,901
		103,921	75,845
		76,985 30,364 (203) (18) 365	61,456 7,497 (1,089) 8,202 919
		107,493	76,985

Nature and purpose of provision for rehabilitation

The nature of rehabilitation activities includes dismantling and removing structures, rehabilitating mines, dismantling operating facilities, closure of plant and waste sites and restoration, reclamation and re-vegetation of affected areas. Typically, the obligation arises when the asset is installed at the production location.

Key estimates and assumptions

Rehabilitation obligations

The Group assesses site rehabilitation liabilities annually. The provision recognised is based on an assessment of the estimated cost of closure and reclamation of the areas using internal information concerning environmental issues in the exploration and previously mined areas, together with input from various environmental consultants, discounted to present value. Significant estimation is required in determining the provision for site rehabilitation as there are many factors that may affect the timing and ultimate cost to rehabilitate sites where mining and/or exploration activities have previously taken place. These factors include future development/exploration activity, changes in the cost of goods and services required for restoration activity and changes to the legal and regulatory framework. These factors may result in future actual expenditure differing from the amounts currently provided.

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 objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to provide returns to shareholders and benefits for other stakeholders and to maintain an efficient capital structure to reduce the cost of capital.

The Board’s policy in relation to capital management is to consistently monitor future cash flows against expected expenditures. The Board determines the Group’s need for additional funding by way of either share issues or loan funds depending on market conditions at the time. The Board defines working capital in such circumstances as its excess liquid funds over liabilities, and defines capital as being the ordinary share capital of the Company, plus retained earnings, reserves and net debt. In order to maintain or adjust the capital structure, the Board may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or reduce debt.

57

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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18. Net Debt and Finance Costs

The carrying amounts of the Group’s current and non-current borrowings approximate their fair value.

Current interest-bearing liabilities Lease liabilities 11 Non-current interest-bearing liabilities Lease liabilities 11 Secured bank loan	Consolidated 2021 2020 $’000 $’000 24,481 15,856
	24,481 15,856
	35,365 22,041 293,821(i) -
	329,186 22,041

• (i) Net of capitalised borrowing costs and interest of $6.3 million.

Interest-bearing liabilities

Finance costs Interest expense Unwinding of discount on provisions	Consolidated 2021 2020 $’000 $’000 1,900 1,105 365 919
	2,265 2,024

Secured Bank Loan

During the year, the Group entered into a secured Syndicated Facility Agreement with Bank of America for the acquisition of the Tropicana Gold Project. The terms of the facility include:

• A Syndicated Debt Facility of $300 million;

• First ranking security over the assets of Regis Resources Limited, AFB Resources Pty Ltd, AFB Resources SPV Pty Ltd, Duketon Resources Pty Ltd and LFB Resources NL;

• Maturity of three years from Financial Close (31 May 2021);

• Bullet repayment on maturity;

• Floating interest rate (range of BBSY + 180bps to 220bps dependent on Net Leverage Ratio);

• Interest Cover and Net Leverage Ratio financial covenants;

• Voluntary repayment can be made anytime subject to compliance with the loan agreement.

Subsequent to the end of the period, the Company worked with Bank of America to syndicate this debt to Macquarie Bank Limited, HSBC, National Australia Bank and Westpac.

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.

58

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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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-byinstrument basis on initial recognition, to present fair value changes in other comprehensive income (“FVOCI”). This option is irrevocable and only applies to equity instruments which are neither held for trading nor are contingent consideration in a business combination. Gains and losses on equity instruments measured at FVOCI are not recycled through profit and loss or disposal and there is no impairment accounting. All gains and losses are recorded in equity through other comprehensive income.

	Consolidated
	2021	2020
	$’000	$’000
Current
Financial assets at amortised cost – term deposit	183	270

1. Financial Risk Management

The Group holds financial instruments for the following purposes:

• Financing: to raise finance for the Group’s operations or, in the case of short-term deposits, to invest surplus funds. The principal types of instruments used include bank loans, cash and short-term deposits.

• Operational: the Group’s activities generate financial instruments, including cash, receivables and trade payables.

• Risk management: to reduce risks arising from the financial instruments described above, including commodity swap contracts.

It is, and has been throughout the year, the Group’s policy that no speculative trading in financial instruments shall be undertaken.

The Group’s holding of these financial instruments exposes it to the following risks:

• Credit risk

• Liquidity risk

• Market risk, including foreign currency risk, interest rate risk and commodity price risk

This note presents information about the Group’s exposure to each of the above risks and its objectives, policies and processes for measuring and managing risk. These risks affect the fair value measurements applied by the Group. Further quantitative disclosures are included throughout this financial report.

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Audit Committee is responsible for developing and monitoring financial risks and the Risk, Safety, Environment and Community Committee is responsible for developing and monitoring all other risk management policies. The committees report regularly to the Board of Directors on their activities.

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.

59

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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Liquidity Risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group uses monthly cash forecasting to monitor cash flow requirements. Typically, the Group ensures that it has sufficient cash on demand to meet expected operational expenses, including the servicing of financial obligations and meeting debt covenant compliance which excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters and pandemics.

The following table analyses the Group’s financial liabilities, including net and gross settled financial instruments, into relevant maturity periods based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows and hence will not necessarily reconcile with the amounts disclosed in the balance sheet.

30 June 2021	Carrying	Contractual					More than 5
($’000)	amount	cash-flows	6 mths or less	6-12 mths	1-2years	2-5years	years
Trade and other payables Lease liabilities Secured bank loan Total	147,258 59,846 293,821	(147,258) (63,264) (317,114)	(147,258) (14,649) (2,852)	- (11,271) (2,852)	- (15,155) (5,705)	- (16,183) (305,705)	- (6,006) -
	500,925	(527,636)	(164,759)	(14,123)	(20,860)	(321,888)	(6,006)
30 June 2020	Carrying	Contractual					More than 5
($’000)	amount	cash-flows	6 mths or less	6-12 mths	1-2years	2-5years	years
Trade and other payables Lease liabilities Total	69,949 37,897	(69,949) (39,288)	(69,949) (8,602)	- (8,389)	- (14,177)	- (8,120)	- -
	107,846	(109,237)	(78,551)	(8,389)	(14,177)	(8,120)	-

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. Ownership of the assets remains with the original equipment suppliers until all contractual payments have been made.

Financial guarantee liabilities

As at 30 June 2021, the Group did not have any financial guarantee liabilities (2020: Nil).

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, commodity prices and equity prices will affect the Group’s income or value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

• Foreign currency risk: The Group is occasionally exposed to foreign currency risk when long lead items are purchased in a currency other than Australian dollars. The Group maintains all of its cash in Australian dollars and does not currently hedge these purchases. There is no significant exposure to foreign currency risk at reporting date.

• Interest rate risk: The Group is exposed to interest rate risk through its borrowings and cash deposits, which attract variable interest rates. The Group regularly reviews its current working capital requirements against cash balances and the returns available on short term deposits.

• Commodity price risk: The Group’s exposure to commodity price risk is purely operational and arises largely from gold price fluctuations or in relation to the purchase of inventory with commodity price as a significant input, such as diesel. The Group’s exposure to movements in the gold price is managed through the use of gold forward contracts (Note 2). The gold forward sale contracts do not meet the criteria of financial instruments for accounting purposes on the basis that they meet the normal purchase/sale exemption because physical gold will be delivered into the contract. No sensitivity analysis is provided for these contracts as they are outside the scope of AASB 9 Financial Instruments .

60

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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Interest rate risk

At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was:

Fixed rate instruments Term deposits Lease liabilities Variable rate instruments Cash and cash equivalents Secured bank loan	Consolidated 2021 2020 $’000 $’000 183 270 (59,846) (37,897)
	(59,663) (37,627)
	242,627 192,302 (293,821) -
	(51,194) 192,302

Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change at reporting date would not affect profit or loss.

Cash flow sensitivity analysis for variable rate instruments

A change of 100 basis points in interest rates at the reporting date would have increased/(decreased) profit or loss before tax by the amount shown below. The analysis assumes that all other variables remain constant.

	Consolidated
	2021	2020
	$’000	$’000
Interest Expense
Increase 1.0%	(252)		-
Decrease 1.0%	252		-

A sensitivity analysis has not been disclosed in relation to the variable interest rate cash on deposit as the result has been determined to be immaterial to the statement of comprehensive income for both the current and prior financial years.

Fair Values

The carrying amounts and estimated fair values of all of the Group’s financial instruments recognised in the financial statements are materially the same. The methods and assumptions used to estimate the fair value of the financial instruments are disclosed in the respective notes.

Valuation of financial instruments

For all fair value measurements and disclosures, the Group uses the following to categorise the method used:

• Level 1: the fair value is calculated using quoted prices in active markets.

• Level 2: the fair value is estimated using inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices). The most frequently applied valuation techniques include forward pricing and swap models using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, and spot and forward rate curves of the underlying commodity.

• Level 3: the fair value is estimated using inputs for the asset or liability that are not based on observable market data. The Group does not have any financial assets or liabilities in this category.

For financial instruments that are carried at fair value on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. There were no transfers between levels during the year.

61

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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21. Issued Capital and Reserves

Accounting Policy

Ordinary shares are classified as equity. Transaction costs directly attributable to the issue of shares or options are recognised as a deduction from equity, net of any related income tax effects.

		Consolidated	Consolidated
		2021	2020
		$’000	$’000
Ordinary shares – issued and fully paid Movement in ordinary shares on issue At 1 July 2019 Issued on exercise of options Transaction costs At 30 June 2020 Issued on exercise of options Dividend reinvestment Issued on acquisition (Stone Resources Australia Limited) Issued on acquisition (Tropicana 30% interest) Transaction costs At 30 June 2021		1,095,533	435,145
		No. shares
		(‘000s)	$’000
		507,869 311 -	434,880 279 (14)
		508,180	435,145
		836 2,552	- 10,206
		1,823	9,750
		240,750	650,026
		-	(9,594)
		754,141	1,095,533

The holders of ordinary shares are entitled to receive dividends as declared from time to time and, on a poll, are entitled to one vote per share at meetings of the Company. The Company does not have authorised capital or par value in respect of its issued shares.

		Share-based payment	Financial assets
		reserve	reserve	Total Reserves
		$’000	$’000	$’000
Balance at 1 July 2019 Net gain on financial instruments recognised in equity Tax effect of transfers and revaluations Share-based payment transactions Balance at 30 June 2020 and 1 July 2020 Net gain on financial instruments recognised in equity Tax effect of transfers and revaluations Share-based payment expense Balance at 30 June 2021		29,362 - - 144	1,717 - - -	31,079 - - 144
		29,506 - - 3,934	1,717 - - -	31,223 - - 3,934
		33,440	1,717	35,157

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

The financial assets reserve records fair value changes on financial assets designated at fair-value through other comprehensive income.

62

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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Other disclosures

This section provides information on items which require disclosure to comply with Australian Accounting Standards and other regulatory pronouncements.

22. Tropicana Gold Project Asset Acquisition

During the year, Regis acquired a 30% non-operator interest in the Tropicana Gold Project located in the Albany-Fraser Belt, approximately 330 kilometres north-east of Kalgoorlie in Western Australia. Tropicana is operated by joint venture partner AngloGold Ashanti Australia Limited and contains the Tropicana, Havana and Boston Shaker open pits and the Boston Shaker underground operation. The Tropicana acquisition had an acquisition date for accounting purposes of 30 April 2021.

The Tropicana Joint Venture (JV) in Western Australia was formed in 2002 between AngloGold Ashanti Australia Ltd (70% and manager) and Independence Group NL - IGO (30%) and as of 31 May 2021, Regis Resources Ltd acquired the IGO 30% stake.

Tropicana is on the western edge of the Great Sandy Desert in Western Australia, approximately 1,000 kilometres east north east of Perth. Tropicana holds the mineral rights to approximately 2,600 square kilometres of WA exploration tenements that are held in a JV agreement between Regis (30%) and Joint Venture manager AngloGold Ashanti Australia Limited (70%).

As at 31 December 2020, Tropicana Mineral Resources Estimate was 7.64 million ounces (100%) and 2.29 million ounces (30%). Tropicana Ore Reserve Estimate was 2.69 million ounces (100%) and 0.81 million ounces (30%) (refer to ASX Announcement dated 15 June 2021 ‘Mineral Resource and Ore Reserve Growth with the Inclusion of Tropicana’ for full details).

Cash Paid to IGO Purchase cost (including transaction costs) at 30 April 2021 Less: Regis transaction costs May 2021 net revenue adjustments Cash acquired on acquisition Payment for acquisition of assets (net of cash acquired) at 31 May 2021	$’000
	947,509
	(46,994)
	(11,936)
	(3,578)
	885,001

The group has determined that the transaction does not constitute a business combination in accordance with AASB 3 Business Combinations. The acquisition of the net assets has therefore been accounted for, as an asset acquisition. When an asset acquisition does not constitute a business combination, the assets and liabilities are allocated a carrying amount based on their relative fair values in an asset purchase transaction.

The value of the assets acquired and liabilities assumed has been allocated on a Fair Value basis. Details of the purchase consideration and the net assets acquired are as follows:

Net Assets Acquired Note Cash and cash equivalents Trade and Other Receivables Inventory Property Plant and Equipment 10 Right-of-use Asset 11 Exploration & Evaluation Asset 12 Mine Properties 14 Total Assets Trade and Other Payables Lease Liability 11 Rehabilitation Liabilities 17 Total Liabilities Total Purchase Consideration	$’000 3,578 2,332 157,346 110,200 30,504 213,300 509,338 1,026,598 (18,221) (30,504) (30,364) (79,089) 947,509

63

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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23. Deferred Income Tax

Accounting Policy

Deferred tax balances are determined using the balance sheet method, which provides for temporary differences at the balance sheet date between accounting carrying amounts and the tax bases of assets and liabilities.

Deferred income tax liabilities are recognised for all taxable temporary differences, other than for the exemptions permitted under accounting standards. At 30 June 2021 there are no unrecognised temporary differences associated with the Group’s investment in subsidiaries (2020: $nil).

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that future taxable profits will be available to utilise these deductible temporary differences. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are only offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

Deferred income tax at 30 June relates to the following:

Deferred income tax at 30 June relates to the following:
Deferred tax liabilities Receivables Inventories Borrowing costs Prepayments Property, plant and equipment Exploration and evaluation expenditure Mine properties under development Mine properties Gross deferred tax liabilities Set off of deferred tax assets Net deferred tax liabilities Deferred tax assets Trade and other payables Provisions Expenses deductible over time Mine properties under development Share issue costs Tax losses carried forward Gross deferred tax assets Set off of deferred tax assets Net deferred tax assets	Consolidated 2021 2020 $’000 $’000 691 588 (2,022) 8,521 (119) - 159 205 15,027 23,150 53,800 39,513 - - 88,103 76,799
	155,639 148,776 (42,015) (31,368)
	113,624 117,408
	6,107 1,410 32,602 23,766 168 3 (4,337) 1,222 3,231 - 4,244 4,967
	42,015 31,368 (42,015) (31,368)
	- -

64

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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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 Closing balance at 30 June – net deferred tax (liabilities)/ assets	(117,408) (91,305) (255) (26,103) 4,038 -
	(113,624) (117,408)

Key judgements

Recovery of deferred tax assets

Judgement is required in determining whether deferred tax assets are recognised on the balance sheet. Deferred tax assets, including those arising from unutilised tax losses, require management to assess the likelihood that the Group will generate taxable earnings in future periods, in order to utilise recognised deferred tax assets. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in Australia.

To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Group to realise the net deferred tax assets recorded at the reporting date could be impacted. Additionally, future changes in tax laws in Australia could limit the ability of the Group to obtain tax deductions in future periods.

Tax consolidation

The Company and its wholly-owned Australian resident entities became part of a tax-consolidated group on 14 December 2006. As a consequence, all members of the tax-consolidation group are taxed as a single entity from that date. The head entity within the taxconsolidation 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.

65

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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24. Share-based Payments

Accounting Policy

The value of options or performance rights granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the options or performance rights (the vesting period), ending on the date on which the relevant employees become fully entitled to the option or performance right (the vesting date).

At each subsequent reporting date until vesting, the cumulative charge to the statement of comprehensive income is the product of:

• The grant date fair value of the option or performance right;

• The current best estimate of the number of options or performance rights that will vest, taking into account such factors as the likelihood of employee turnover during the vesting period and the likelihood of non-market performance conditions being met; and

• The expired portion of the vesting period.

- The expiredportion of the vesting period.
		Consolidated
		2021	2020
		$’000	$’000
Recognised share-based payments expense Employee share-based payments expense Performance rights expense Total expense arising from share-based payment transactions		3 3,931	(91) 235
		3,934	144

There have been no cancellations or modifications to any of the plans during the current or prior years.

Employee share option plan (ESOP)

The Company has one ESOP, being the Regis Resources Limited 2014 Share Option Plan (the “Option Plan”). The objective of the Option Plan is to assist in the recruitment, reward, retention and motivation of eligible persons of the Group. Under the Option Plan, the board or Remuneration, Nomination and Diversity Committee may issue eligible employees with options to acquire shares in the future at an exercise price fixed by the board or Remuneration, Nomination and Diversity Committee on grant of the options.

The vesting of all options is subject to service conditions being met whereby the recipient must meet the eligible employee criteria as defined in the Option Plan.

Summary of options granted

The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of, and movements in, share options issued during the year:

2021 No. WAEP Outstanding at the beginning of the year 545,000 $3.9000 Granted during the year - - Forfeited during the year - - Exercised during the year (545,000) $3.9000 Expired during the year - - Outstanding at the end of the year - - Exercisable at the end of the year - - Weighted average share price at the date of exercise Weighted average remaining contractual life Range of exercise prices Weighted average fair value of options granted during the year	2021	2021	2020	2020
	No.	WAEP	No.	WAEP
	545,000 - - (545,000) -	$3.9000 - - $3.9000 -	1,625,000 - (400,000) (675,000) (5,000)	$3.6923 - $3.9000 $3.4185 $1.4000
	-	-	545,000	$3.9000
		-	(50,000)	-
			2021	2020
			$5.41 n/a $3.90 n/a	$5.48 1 year $1.40 - $3.90 n/a

Option pricing model

The fair value of the equity-settled share options granted under the ESOP is estimated as at the date of grant using a Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. There were no new grants of employee options during the year ended 30 June 2021 and 30 June 2020.

66

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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Performance Rights

FY19 Performance Rights

In November 2018, 373,924 performance rights were granted to the executive directors Mr Jim Beyer and Mr Paul Thomas, and other executives, Mr Kim Massey under the Group’s Executive Incentive Plan (“EIP”).

Mr Paul Thomas resigned as COO on 30 September 2019 and 129,187 performance rights lapsed on the date of his resignation in accordance with terms and conditions. In accordance with AASB 2, expenses recognised for Mr Paul Thomas were reversed in FY20.

Mr Kim Massey resigned on 1 July 2019 and 83,971 performance rights lapsed upon the date of the resignation in accordance with the terms and conditions. In accordance with AASB 2, expenses recognised for Mr Kim Massey were reversed in FY19.

The performance conditions that the Board has determined will apply to the Performance Rights are summarised below:

Tranche	Weighting Performance Conditions
Tranche A	20% of the Performance Rights The Company’s relative total shareholder return (“TSR”) measured against the TSR’s of
	10 comparator mining companies
Tranche B	20% of the Performance Rights The Company’s absolute TSR measured against specific thresholds
Tranche C	15% of the Performance Rights The growth in the Company’s earnings per share (“EPS”) measured against specific
	thresholds
Tranche D	15% of the Performance Rights The growth in the Company’s Ore Reserve measured against specific thresholds
Tranche E	15% of the Performance Rights McPhillamys progress against timetable and budget including permitting and scheduling
Tranche F	15% of the Performance Rights Rosemont Underground against specific performance requirements

The fair value at grant date of Tranches A and B was estimated using a Monte Carlo simulation, and a Black Scholes option pricing model was used to estimate the fair value at grant date of Tranches C, D, E and F, which have non-market-based performance conditions.

The table below details the terms and conditions of the grant and the assumptions used in estimating fair value:

Item	Tranche A & B	Tranche C & D	Tranche E & F
Grant date	23 November 2018	23 November 2018	23 November 2018
Value of the underlying security at grant date	$4.34	$4.34	$4.34
Exercise price	nil	nil	nil
Dividend yield	4.30%	4.30%	4.30%
Risk free rate	2.11%	2.11%	2.11%
Volatility	35%	35%	35%
Performance period (years)	3	3	3
Commencement of measurement period	1 July 2018	1 July 2018	1 July 2018
Test date	30 June 2021	30 June 2021	30 June 2021
Remaining performance period (years)	Nil	Nil	Nil

The fair value of the Performance Rights granted during FY19 was $426,480 and the weighted average fair value was $2.65.

FY20 Performance Rights

In November 2019, 764,794 performance rights were granted to the Executive Director Mr Jim Beyer, CFO Mr Jon Latto and other executives, under the Group’s EIP.

The performance conditions that the Board has determined will apply to 129,433 and 58,343 LTI Performance Rights granted to Mr Jim Beyer and Mr Jon Latto respectively, are summarised below:

Tranche	Weighting Performance Conditions
Tranche A	20% of the Performance Rights The Company’s relative total shareholder return (“TSR”) measured against the TSR’s of
	12 comparator mining companies
Tranche B	20% of the Performance Rights The Company’s absolute TSR measured against specific thresholds
Tranche C	15% of the Performance Rights The growth in the Company’s earnings per share (“EPS”) measured against specific
	thresholds
Tranche D	15% of the Performance Rights The growth in the Company’s Ore Reserve measured against specific thresholds
Tranche E	15% of the Performance Rights McPhillamys progress against timetable and budget including permitting and scheduling

67

Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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Tranche F 15% of the Performance Rights Annual production growth above levels contained in the Life of Mine Plan. Growth in production can arise from M&A activity.

The fair value at grant date of Tranches A and B was estimated using a Monte Carlo simulation, and a Black Scholes option pricing model was used to estimate the fair value at grant date of Tranches C, D, E, and F, which have non-market based performance conditions.

30,890 STI Performance Rights were granted to Mr Jim Beyer in FY20 with the balance of the 2019 Performance Rights (being 546,128 Performance Rights) granted to senior executives vesting progressively over a four-year period from 1 July 2019 to 30 June 2023 (Tranche G).

The following table details the terms and conditions of the grant and the assumptions used in estimating fair value:

Item	Tranche A & B	Tranche C & D	Tranche E & F	Tranche G	Tranche G
				STI	LTI
Grant date	26 November 2019	26 November 2019	26 November 2019	26 November 2019	26 November 2019
Value of the underlying	$4.62	$4.62	$4.62	$4.62	$4.62
security at grant date
Exercise price	nil	nil	nil	nil	nil
Dividend yield	4.00%	4.00%	4.00%	4.00%	4.00%
Risk free rate	0.73%	0.73%	0.73%	0.77%	0.77%
Volatility	35%	35%	35%	35%	35%
Performance period (years)	3	3	3	0.6	4
Commencement of	1 July 2019	1 July 2019	1 July 2019	1 July 2019	1 July 2019
measurement period
Test date	30 June 2022	30 June 2022	30 June 2022	1 July 2020	30 June 2023
Remaining performance	1	1	1	Nil	2
period (years)

The fair value of the Performance Rights granted during FY20 was $3,178,560 and the weighted average fair value was $4.16 (Tranche A-F: $574,477, $3.06, and Tranche G: $2,604,083, $4.51).

FY21 Performance Rights

In November 2020, a total of 277,364 Performance Rights were granted to the Chief Executive Officer and Managing Director, Mr Jim Beyer (154,353), and to executives Mr Stuart Gula (67,350) and Mr Jon Latto (55,661), in the form of long-term incentives (LTI’s) under the Group’s EIP. The performance conditions that the Board has determined will apply to the Performance Rights are summarised below:

Tranche Weighting Performance Conditions Tranche A 50% of the Performance Rights The Company’s relative total shareholder return (RTSR) measured against the RTSRs of 12 comparator mining companies Tranche D 25% of the Performance Rights The Company’s life of mine reserves growth in excess of depletion Tranche E 25% of the Performance Rights McPhillamys Project targets as determined by the Board

The fair value at grant date of Tranche A, which has market-based performance conditions, was estimated using a Monte Carlo simulation, and a Black Scholes option pricing model was used to estimate the fair value at grant date of Tranches D and E, which have non-market-based performance conditions.

In November 2020, a total of 67,589 Performance Rights were granted to the Chief Executive Officer and Managing Director, Mr Jim Beyer (37,816), and to executives Mr Stuart Gula (11,565) and Mr Jon Latto (18,208) in the form of short-term incentives (STI’s) under the Group’s EIP. The performance conditions that the Board has determined will apply to the Performance Rights are summarised below:

Tranche Weighting Performance Conditions Tranche G 100% of the Performance Rights Mr Jim Beyer, Mr Jon Latto and Mr Stuart Gula being an employee of the company as at 1 July 2021

The fair value at grant date of Tranche G, which has non-market based performance conditions, was estimated using a Black Scholes option pricing model.

In September 2020, 592,447 Performance Rights were granted to employees in the form of short-term incentives (STI’s) under the Group’s EIP The performance conditions that the Board has determined will apply to the Performance Rights are summarised below:

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Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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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	Tranche A	Tranche D	Tranche E	Tranche G	Tranche H
Grant date	25 November 2020	25 November 2020	25 November 2020	25 November 2020	14 September 2020
Value of the underlying	$3.75	$3.75	$3.75	$3.75	$5.34
security at grant date
Exercise price	Nil	Nil	Nil	Nil	Nil
Dividend yield	3.50%	3.50%	3.50%	3.50%	3.50%
Risk free rate	0.11%	0.11%	0.11%	0.09%	0.22%
Volatility	45%	45%	45%	45%	45%
Performance period (years)	3	3	3	0.6	0.2
Commencement of	1 July 2020	1 July 2020	1 July 2020	25 November 2020	14 September 2020
measurement period
Test date	30 June 2023	30 June 2023	30 June 2023	1 July 2021	11 December 2020
Remaining performance	2	2	2	Nil	Nil
period (years)

The fair value of the Performance Rights granted during the year was $4,117,748 and the weighted average fair value was $4.39 (Tranche A,D and E: $731,827, $2.64, Tranche G: $248,322, $3.67 and Tranche H: $3,137,599, $5.30).

Summary of Performance Rights

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	2021	2020
	925,560 937,401 (226,195) (685,052) (59,877) 891,837 $3.59 2 years $4.39	559,185 764,794 (398,419) - - 925,560 - 2 years $4.16

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.

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Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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25. Related Parties

Key management personnel compensation

The key management personnel compensation included in employee benefits expense (Note 3) and share-based payments (Note 24), is as follows:

		Consolidated	Consolidated
		2021	2020
		$	$
Short-term employee benefits Post-employment benefits Long-term benefits Share-based payment Total compensation		2,558,379 214,890 136,075 721,634	2,039,665 189,711 34,355 203,311
		3,630,977	2,467,042

Individual directors’ and executives’ compensation disclosures

Information regarding individual directors’ and executives’ compensation and equity instrument disclosures required by s300A of the Corporations Act and Corporations Regulations 2M.3.03 are provided in the Remuneration Report section of the Directors’ Report.

No director has entered into a material contract with the Group either in the current or prior financial year and there were no material contracts involving directors’ interests existing at year end, other than advised elsewhere in this report.

Subsidiaries

The consolidated financial statements include the financial statements of Regis Resources Limited and the subsidiaries listed in the following table:

		% EquityInterest	% EquityInterest	Investment$’000	Investment$’000
	Country of
Name	Incorporation	2021	2020	2021	2020
Duketon Resources Pty Ltd Artane Minerals NL Rosemont Gold Mines Pty Ltd LFB Resources NL AFB Resources SPV Pty Ltd AFB Resources Pty Ltd	Australia Australia Australia Australia Australia Australia	100% 100% 100% 100% 100% 100%	100% 100% 100% 100% n/a n/a	30,575 - - 73,941 - -	30,575 - - 73,941 - -
				104,516	104,516

Ultimate parent

Regis Resources Limited is the ultimate Australian parent entity and the ultimate parent entity of the Group.

Transactions with related parties

A loan is made by the Company to Duketon Resources Pty Ltd and represents the subsidiary’s share of payments for exploration and evaluation expenditure on commercial joint ventures existing between the Company and Duketon Resources. The loan outstanding between the Company and Duketon Resources Pty Ltd has no fixed date of repayment and is non-interest-bearing. As at 30 June 2021, the balance of the loan receivable was $39,892,000 (2020: $30,935,000).

A loan is made by the Company to LFB Resources NL and represents the subsidiary’s share of payments for exploration and evaluation expenditure. The loan outstanding between the Company and LFB Resources NL has no fixed date of repayment and is non-interest-bearing. As at 30 June 2021, the balance of the loan receivable was $112,134,000 (2020: $98,508,000).

During the year, a loan was made by the Company to AFB Resources Pty Ltd and represents the Company’s share in the Tropicana Gold Project. The loan outstanding between the Company and AFB Resources Pty Ltd has no fixed date of repayment and is non-interest-bearing. As at 30 June 2021, the balance of the loan receivable was $615,541,000.

Transactions with key management personnel

For the year ended 30 June 2021, services totalling $529,793 (2020: $173,965) have been provided on normal commercial terms to the Group by Mintrex Pty Ltd (“Mintrex”), of which Mrs Morgan is Managing Director, Chief Executive Officer and a shareholder. The Company engaged

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Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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Mintrex during the financial year to engineer feasibility level plant designs for the McPhillamys Project. Mrs Morgan and Mintrex have structured their management of this engineering project to ensure she has no involvement in the control or direction of the work. The balance outstanding at 30 June 2021 was $22,530 (2020: $66,285) exclusive of GST.

Other than the ordinary accrual of personnel expenses at balance date and transactions disclosed above, there are no other amounts receivable from and payable to key management personnel and their related parties.

26. Parent Entity Information

The following details information related to the parent entity, Regis Resources Limited, at 30 June 2021. The information presented here has been prepared using consistent accounting policies as detailed in the relevant notes of this report.

Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Issued capital Reserves Retained profits Total equity Net profit for the year Other comprehensive income for the period Total comprehensive income for the period	2021 2020 $’000 $’000 353,503 277,055 1,538,100 878,338
	1,891,603 1,155,393
	106,041 101,486 169,586 185,320
	275,627 286,806
	1,095,533 435,145 35,157 31,223 485,286 402,219
	1,615,976 868,587
	144,363 196,670 - -
	144,363 196,670

Members of the Regis Group (being Regis Resources Limited, AFB Resources Pty Ltd, AFB Resources SPV Pty Ltd, Duketon Resources Pty Ltd and LFB Resources NL) have granted an all-asset security including guarantees in respect of amounts outstanding under the Syndicated Facility Agreement and in respect of the Company’s hedging obligations with Macquarie Bank Limited.

Total exploration expenditure commitments (Note 12) are $2,686,000 of which $672,000 is incurred by the parent entity.

27. Commitments

The Group has exploration expenditure commitments as disclosed in Note 12.

28. Contingencies

As at 30 June 2021, the Group did not have any material contingent assets or liabilities (30 June 2020: nil).

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Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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29. Auditor’s Remuneration

		Consolidated	Consolidated
		2021	2020
		$	$
Audit services KPMG Australia Audit and review of financial statements Assurance services Regulatory assurance services Other assurance services Other services Other advisory services Taxation compliance services Total KPMG remuneration Other auditors Other audit services		377,020 4,658 20,700 37,778 -	260,708 - - 9,100 55,890
		440,156	325,698
		50,770	-

30. Subsequent Events

Dividends

On 30 August 2021, the directors proposed a final dividend on ordinary shares in respect of the 2021 financial year. Refer to Note 6.

Other than the matters discussed above, there has not arisen in the interval between the end of the financial year and the date of this Report any item, transaction or event of a material and unusual nature which, in the opinion of the directors of the Group, has significantly affected or is likely to significantly affect the operations of the Group; the results of those operations; or the state of affairs of the Group in future financial years.

31. New Accounting Standards and Interpretations

New standards and interpretations issued but not yet effective

The following standards, amendments to standards and interpretations have been identified as those which may impact the entity in the period of initial application. They are available for early adoption at 30 June 2021 but have not been applied in preparing this financial report. Except where noted, the Group has evaluated the impact of the new standards and interpretations listed below and determined that the changes are not likely to have a material impact on its financial statements.

AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

The amendments clarify that a full gain or loss is recognised when a transfer to an associate or joint venture involves a business as defined in AASB 3 Business Combinations . Any gain or loss resulting from the sale or contribution of assets that does not constitute a business, however, is recognised only to the extent of unrelated investors’ interests in the associate or joint venture.

AASB 2015-10 defers the mandatory effective date (application date) of AASB 2014-10 so that the amendments are required to be applied for annual reporting periods beginning on or after 1 January 2022 instead of 1 January 2018.

Application date of Standard: 1 January 2022 Application date for Group: 1 July 2022

AASB 2020-3 Amendments to Australia Accounting Standards – Annual Improvements 2018-2020 and Other Amendments The subject of the principal amendments to the Standards are set out below:

AASB 1 First-time Adoption of Australian Accounting Standards

The amendment allows a subsidiary that becomes a first-time adopter after its parent to elect to measure cumulative translation differences for all foreign operations at the carrying amount that would be included in the parent’s consolidated financial, based on the parents date of transition, if no adjustment were made for consolidation procedures and for the effects of the business combination in which the parent acquired the subsidiary.

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Notes to the Financial Statements: For the year ended 30 June 2021 (continued)

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AASB 9 Financial Instruments

The amendment clarifies that an entity includes only fees paid or received between the borrower and the lender and fees paid or received by either the borrower or the lender on the other’s behalf when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability.

AASB 116 Property, Plant and Equipment

The amendment requires an entity to recognise the sales proceeds from selling items produced while preparing property, plant and equipment for its intended use and the related costs in profit or loss, instead of deducting the amounts received from the cost of the asset.

Without a detailed assessment being performed at this stage, this amendment will be expected to have an impact on the presentation of net profit after tax, net assets and financial position for the year ending 30 June 2023.

AASB 137 Provisions, Contingent Liabilities and Contingent Assets

The amendment specifies the costs an entity includes when assessing whether a contract will be loss-making consists of the incremental costs of fulfilling that contract and an allocation of other costs that relate directly to fulfilling contracts.

Application date of Standard: 1 January 2022 Application date for Group: 1 July 2022

AASB2020-1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-current

The amendments require a liability be classified as current when companies do not have a substantive right to defer settlement at the end of the reporting period.

AASB 2020-6 defers the mandatory effective date of amendments that were originally made in AASB 2020-1 so the amendments are required to be applied for annual reporting periods beginning on or after 1 January 2023 instead of 1 January 2022.

Application date of Standard: 1 January 2023

Application date for Group: 1 July 2023

AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting Estimates The amendments provide a definition of and clarifications on accounting estimates and clarify the concept of materiality in the context of disclosure of accounting policies.

Application date of Standard:

1 January 2023

Application date for Group:

1 July 2023

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DIRECTORS’ DECLARATION

In accordance with a resolution of the directors of Regis Resources Limited, I state that:

1. In the opinion of the directors:

2. (a) The financial statements, notes and additional disclosures included in the directors’ report designated as audited, of the Company and the Group are in accordance with the Corporations Act 2001 , including:

   • (i) Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its performance for the financial year ended on that date; and

   • (ii) Complying with Accounting Standards and the Corporations Regulations 2001 ; and

3. (b) There are reasonable grounds to believe that the Company and Group will be able to pay its debts as and when they become due and payable.

4. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2021.

5. 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

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Mr James Mactier Non-Executive Chairman

Perth, 30 August 2021

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Independent Auditor’s Report

To the shareholders of Regis Resources Limited

Report on the audit of the Financial Report

Opinion

We have audited the Financial Report of Regis Resources Limited (the Company).

In our opinion, the accompanying Financial Report of the Company is in accordance with the Corporations Act 2001 , including:

• giving a true and fair view of the Group ’s financial position as at 30 June 2021 and of its financial performance for the year ended on that date; and

• complying with Australian Accounting Standards and the Corporations Regulations 2001 .

The Financial Report comprises the:

• Consolidated Balance Sheet as at 30 June 2021

• Consolidated statement of comprehensive income, Consolidated statement of changes in equity, and Consolidated statement of cash flows for the year then ended

• Notes including a summary of significant accounting policies

• Directors’ Declaration.

The Group consists of the Company and the entities it controlled at the year-end or from time to time during the financial year.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards . We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report.

We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code.

Key Audit Matters

The Key Audit Matters we identified are:

• Tropicana Asset Acquisition;

• Valuation and classification of non-current ore stockpiles; and

• Valuation of exploration and evaluation assets.

Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Report of the current period.

These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation.

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Tropicana Asset Acquisition A$947,509,000

Refer to Note 22 to the Financial Report.

Tropicana Asset Acquisition A$947,509,000	Tropicana Asset Acquisition A$947,509,000
Refer to Note 22 to the Financial Report.
The key audit matter	How the matter was addressed in our audit
The Group’s acquisition of its 30% non-operator interest in the Tropicana Gold Project (Tropicana) on 30 April 2021 (the acquisition date) for $947,509,000 was a significant transaction for the Group. This is a key audit matter due to: • The size and nature of the transaction having a pervasive impact on the Group’s financial statements; • The level of judgement used by the Group in determining the accounting approach required as either a business combination (in accordance with AASB 3 Business Combinations) or an asset acquisition. The difference in the accounting for the acquisition as a business or an asset is significant and could impact the recognition and measurement of amounts reported in the Financial Report; • The level of judgement used by the Group to determine the date of acquisition. A different acquisition date could significantly impact the amounts recorded in the Financial Report. • Judgements made by the Group relating to the purchase price allocation. The Group engaged an external expert to assist in performing a valuation assessment, which included the identification and measurement of acquired assets and liabilities. The most significant assumptions the Group applied in its assessment of the allocation of purchase consideration was the fair value of mine properties and exploration and evaluation assets acquired, which included: o Life of mineral reserves and resources estimates; and o Reserve and resource multiples. These conditions required significant audit effort and greater involvement by senior team members and our valuation specialists.	Our procedures included: • We read the Asset Sale Agreement related to the acquisition to understand the structure, key terms and conditions, and nature of the purchase consideration. Using this, we evaluated the accounting treatment of the purchase consideration and transaction costs against the criteria in the accounting standards. • We involved senior audit team members to assess the accounting treatment for the transaction as an asset acquisition. We analysed the conclusions reached by the Group comparing to accounting interpretations, industry practice and accounting literature. • We challenged and assessed the Group’s evaluation of the acquisition date against the criteria in the accounting standards. We focussed on the Group’s evaluation of the satisfaction of conditions precedent under the Asset Sale Agreement. • We assessed the scope, competence and objectivity of the Group’s external expert involved in estimating the purchase price allocation. • We read the external valuation report and worked with our valuation specialists to assess and challenge the key assumptions used in the purchase price allocation. We challenged the Group’s approach and methodology to valuing the identified mineral interest in comparison with accepted industry practice and the requirements of the accounting standards. • We assessed the scope, competence and objectivity of the Group’s external expert involved in the estimation of mineral reserves and resources. • We assessed the reasonableness of reserve and resource multiples applied by comparing them to recent transactions and comparable companies. • We assessed the Group’s disclosures of the quantitative and qualitative considerations in relation to the asset acquisition, by comparing these disclosures to our understanding of the acquisition and the requirements of the accounting standards.

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Valuation and classification of non-current ore stockpiles A$185,643,000

Refer to Note 9 to the Financial Report.

The key audit matter

How the matter was addressed in our audit

Significant judgement is required to be exercised by the Group in assessing the value and classification of non-current ore stockpiles which will be used to produce gold bullion in the future. The valuation and classification of non-current ore stockpiles is a key audit matter because:

• Additional non-current ore stockpiles have been recorded through the continuation of mining activities and through the Tropicana asset acquisition; and

• Significant judgement is required by us in evaluating and challenging the key assumptions within the Group’s assessment of net realisable value and estimated timing of processing into gold bullion.

The Group’s assessment is based on a model which estimates future revenue expected to be derived from gold contained in the non-current ore stockpiles, less selling costs and future processing costs, to convert stockpiles into gold bullion. We placed particular focus on those assumptions listed below which impact the valuation and classification of ore stockpiles:

• Future processing and selling costs of noncurrent ore stockpiles.

• The estimated quantity of gold contained within the non-current ore stockpiles.

• Future commodity prices expected to prevail when the gold from existing noncurrent ore stockpiles is processed and sold.

• Estimated timing of conversion of noncurrent ore stockpiles into gold bullion, which drives the classification of noncurrent ore stockpiles as current or noncurrent assets.

Our procedures included:

• Testing the Group’s inventory reconciliations which utilise underlying data such as production and processing costs, geological survey reports, mill production reports and metallurgical survey reports.

• Assessing the methodology applied by the Group in determining the value of non-current ore stockpiles against the requirements of the accounting standards.

• Assessing the key assumptions in the Group’s model used to determine the value of noncurrent ore stockpiles by:

• Comparing future processing costs to previous actual costs, and for consistency with the Group’s latest life of mine plan.

• 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.

• Comparing commodity prices to published external analysts’ data for prices expected to prevail in the future.

• Assessing the relevance of current processing and selling costs for future production taking into consideration the Group’s planned changes in operations.

• Critically evaluating the Group’s classification of non-current ore stockpiles as non-current by assessing the estimated timing of processing the stockpiles against the Group’s latest life of mine plan and the historical operating capacity of the Group’s processing plants.

Assumptions are forward looking or not based on observable data and are therefore inherently judgmental to audit.

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Valuation of exploration and evaluation assets A$491,702,000

Refer to Note 12 to the Financial Report.

The key audit matter

How the matter was addressed in our audit

The valuation of exploration and evaluation assets (E&E) is a key audit matter due to:

• The significance of the E&E balance (being approximately 21% of the Group’s total assets); and

• The greater level of audit effort to evaluate the Group’s application of the requirements of the industry specific accounting standard AASB 6 Exploration for and Evaluation of Mineral Resources , in particular the presence of impairment indicators. The presence of impairment indicators would necessitate a detailed analysis by the Group of the value of E&E, therefore given the criticality of this to the scope and depth of our work, we involved senior team members to challenge the Group’s determination that no such indicators existed.

In assessing the presence of impairment indicators, we focused on those that may draw into question the commercial continuation of E&E activities. In performing the assessments above, we paid particular attention to:

• The Group’s compliance with key license conditions to maintain current rights to tenure for an area of interest, particularly minimum expenditure requirements;

• The ability of the Group to fund the continuation of activities for areas of interest; and

Our procedures included:

• We evaluated the Group’s accounting policy to recognise exploration and evaluation assets using the criteria in the accounting standard.

• We tested the Group’s current right of tenure and compliance with minimum expenditure requirements for a sample of exploration licences by checking the ownership of the relevant license and expenditure recorded to government registries.

• We obtained corporate budgets which we compared for consistency to areas of interest with capitalised E&E, for evidence of the ability to fund the continuation of activities.

• We evaluated Group documents, such as minutes of board meetings, internal management plans and reports lodged with relevant government authorities for consistency with the Group’s stated intentions for continuing exploration and evaluation activities in certain areas, the potential for commercially viable quantities of reserves to exist and information regarding the results of activities. We assessed this through interviews with key operational and finance personnel and announcements made by the Group to the ASX.

• We looked for any inconsistency regarding the existence of reserves to the treatment of E&E and the requirements of the accounting standard.

• Results from latest activities regarding the potential for a commercial viable quantity of reserves and the Group’s intention to continue E&E activities in each area of interest as a result.

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Other Information

Other Information is financial and non-financial information in Regis Resources Limited’s annual reporting which is provided in addition to the Financial Report and the Auditor's Report. The Directors are responsible for the Other Information.

The Other Information we obtained prior to the date of this Auditor’s Report was the Directors Report. The Chairman’s Report, Highlights, Corporate, Review of Operations, and ASX Additional Information are expected to be made available to us after the date of the Auditor's Report.

Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not and will not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion.

In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report.

Responsibilities of the Directors for the Financial Report

The Directors are responsible for:

• preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001

• implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error

• assessing the Group and Company’s ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the Financial Report

Our objective is:

• to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and

• to issue an Auditor’s Report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Financial Report.

A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at:

https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our Auditor’s Report.

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Report on the Remuneration Report

Opinion

In our opinion, the Remuneration Report of Regis Resources Limited for the year ended 30 June 2021, complies with Section 300A of the Corporations Act 2001 .

Directors’ responsibilities

The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001 .

Our responsibilities

We have audited the Remuneration Report included in the Directors’ Report for the year ended 30 June 2021.

Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards .

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KPMG

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Derek Meates Partner Perth

30 August 2021