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2020 Annual Report

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2020 Annual Report Notice to ASX 31 March 2021 2020 Annual Report Attached is the 2020Annual Report for Bougainville Copper Limited [ASX:BOC] which contains the full financial statements and Audit Report for the year ended 2020. Also attached is the annual appendix 4G statement - Key to Disclosures Corporate Governance Council Principles and Recommendations, which reflects the contents of the Corporate Governance Statement detailed in the Annual Report on pages 21 to 32. The Annual General Meeting of Bougainville Copper will be held at 2.00 pm on Thursday, 29th April 2021 at the Grand Papua Hotel, Mary Street, Port Moresby, Papua New Guinea. A webcast will be available for shareholders to access the meeting and vote. Details of the webcast link will be included in the notice of meeting. All shareholders are cordially invited to attend the Annual General Meeting. By order of the Board. Mark W Hitchcock Company Secretary Telephone: (675) 309 2800 Postal Address: P O Box 1274, Port Moresby, Papua New Guinea Registered Office: Level 5, BSP Haus, Harbour City, Lot 2 on Allotment 34, Section 44, Granville, Port Moresby, NCD Incorporated in Papua New Guinea A.R.B.N 007 497 869 https://www.facebook.com/BougainvilleCopper Bougainville Copper Limited (Incorporated in Papua New Guinea) A.R.B.N. 007 497 869 Annual Report 2020 1 Contents Background 3 The year in brief 5 Chairman’s statement and the year in review 9 Directors’ report 14 Mineral Resource statement 19 Corporate governance statement 21 Financial statements 33 Notes to accounts 37 Directors’ declaration 61 Independent audit report 62 Corporate information 67 Distribution of the benefits 70 2 BACKGROUND From 1972 until 1989 when operations were suspended, Bougainville Copper Limited (Bougainville Copper or the Company) operated a large open pit mine and processing facility at Panguna on Bougainville Island in the North Solomons Province of Papua New Guinea (PNG) producing copper concentrate containing significant quantities of gold and silver. On the 15th May 1989 production was brought to a halt by militant activity. In the seventeen years prior to 1989, the mine produced concentrate containing three million tonnes of copper, 306 tonnes of gold and 784 tonnes of silver. The production had a value of K5.2 billion which represented approximately 44 per cent of Papua New Guinea's exports over that period. Contributions to the National Government in the form of taxes, duties and dividends were approximately 17 per cent of internally generated Papua New Guinean Government revenue during that time. A total of K1.1 billion was contributed to the National Government, which represented 62 per cent of the net cash generated by the project between 1972-1989. In addition, payments to the then North Solomons Provincial Government and Panguna landowners, together with provisions made since 1990, amounted to K114 million. Further, Bougainville Copper’s presence in the North Solomons Province had promoted the development of significant local business enterprises, to provide goods and services required for the mining operation and for the residents of the province. Bougainville Copper trained some 12,000 employees, including approximately 1,000 completing full trade apprenticeships and some 400 completing graduate and post-graduate studies that resulted in considerable progress in the localisation of the Company's workforce, and significantly added to the number of skilled workers elsewhere in Papua New Guinea. In 2012 the Autonomous Bougainville Government (ABG), landowners and Bougainville Copper commenced discussions regarding the future redevelopment of the Panguna mine. The ABG passed the Bougainville Mining Act 2015. This legislation challenges Bougainville Copper’s previously established control of the mine assets and may amount to expropriation against the purposes of the National Government’s Bougainville Copper Agreement Act (1967). Under the Bougainville Mining Act, the Special Mining Lease (SML) and Lease(s) for Mining Purposes, held by Bougainville Copper, were replaced by a two-year Exploration Licence (EL1) over the area of the SML. The Company applied for an extension of EL1 which the ABG refused in early 2018. Bougainville Copper commenced legal proceedings in the PNG National Court and has been granted leave to seek a Judicial Review of the renewal application process. The Judicial review is ongoing. From 2016, the ABG and PNG Government have both held equal shares in Bougainville Copper of 36.4 per cent. More than 72.8 per cent of the company is owned by Papua New Guineans including Bougainvilleans. The remaining 27.2 per cent is held by public and institutional investors. There are approximately 6,100 Papua New Guineans including Bougainvilleans who hold shares in the Company. Bougainville Copper is now a majority PNG owned company. In December 2019, PNG Prime Minister James Marape repeated a previous government commitment to transfer shares held by the national government to the people of Bougainville. This is yet to occur however a process is in place. 3 BOUGAINVILLE COPPER ONLINE Information about Bougainville Copper is available on our web site [www.bcl.com.pg] and Facebook page [www.facebook.com/BougainvilleCopper]. The Annual Report and other information can be downloaded from the web site. NOTICE OF MEETING The Annual General Meeting of Bougainville Copper will be held at 2.00 pm on Thursday, 29th April 2021 at the Grand Papua Hotel, Mary Street, Port Moresby, Papua New Guinea. A webcast will be available for shareholders to access the meeting and vote. Details of the webcast link will be included in the notice of meeting. All shareholders are cordially invited to attend the Annual General Meeting. Directors Sir Melchior Pesa Togolo (Chairman) Sir Rabbie Langanai Namaliu Dame Carol Anne Kidu Sir Moi Avei Peter Maxwell Graham David Miringtoro Osikore Secretary Mark Wallace Hitchcock 4 THE YEAR IN BRIEF Bougainville Copper Limited maintained an active presence in Bougainville during 2020, but faced operating constraints due to measures imposed in PNG and Bougainville to combat the global Coronavirus pandemic. Despite these challenges, the Company continued its positive engagement with key local stakeholders, including project area landowners and continued its support of selected community projects and activities. The Autonomous Region of Bougainville held parliamentary and presidential elections between August and September 2020 with Ishmael Toroama succeeding John Momis as President. The Company maintains respectful and constructive relations with the newly elected Autonomous Bougainville Government. Notable events and activities in Bougainville during 2020 include: • 27th February 2020, commencement of New Dawn FM and ABG Health Department weekly talk back radio program sponsored by Bougainville Copper. • 20th March 2020, PNG government confirms first case of COVID-19 with a 21-day state of emergency (SOE) declared in Bougainville on 23rd March. This was further extended. • 12th August-1st September 2020, parliamentary and presidential elections held in the Autonomous Region of Bougainville. • 23rd September 2020, Hon. Ishmael Toroama declared winner of the presidential election over 24 other candidates. • 29th September 2020, fourth Autonomous Bougainville Government sworn in. • 30th September 2020, the Company welcomes Rio Tinto’s readiness to enter talks with key stakeholders, including Bougainville Copper, about social and environmental issues arising from Rio Tinto’s prior operation of the Panguna mine. • 2nd October 2020, President Toroama announces his 14-member cabinet with Rodney Osioko the new Minister for Mineral and Energy Resources. • 8th December 2020, the Company sponsors laptops for the inaugural Principal’s Award for Leadership at Tonu Secondary College and duxes of Arawa Secondary School. • 25th December 2020, the Company supports New Dawn FM Christmas carols broadcast. • 31st December 2020, Bougainville SOE officially lifted but restrictions remain due to continuing concerns over rising COVID-19 case numbers. • 26th January 2021, the Company sponsors Bougainville Music Arts Academy roadshow that commenced in Arawa. • 27th January 2021, President Toroama issues statement rejecting media reports linking Australian companies to the future operation of the Panguna mine. • 29th January 2021, Panguna Development Company Limited (PDCL) states that it, along with eight of nine mine affected landowner associations are united and had made steps to begin dialogue with the ABG regarding the Panguna mine. • 5th February 2021, first Joint Supervisory Body meeting between PNG national government and ABG held in Arawa following outcome of referendum on Bougainville’s political future. • 8th February 2021, former sports administrator Peter Tsiamalili Jr declared winner of byelection for the Bougainville regional seat in Papua New Guinea’s national parliament. • 19th and 26th February 2021, completion of Company sponsored water supply projects at Baiaruai-Kupe and Mimi to provide fresh, running water to local communities. 5 • 25th February 2021, PDCL releases resolutions of December meeting involving eight mine- affected landowner associations, including support for the awarding of EL1 Exploration Licence to Bougainville Copper. CORONAVIRUS PANDEMIC The first case of COVID-19 in PNG was confirmed on 20 March 2020 with a State of Emergency (SOE) declared in Bougainville on 23 March. Associated travel restrictions and community health measures have restricted the Company’s activities.
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