TIDMCGNR
29 November 2017
Conroy Gold and Natural Resources plc
("Conroy" or "the Company")
Final results for the year ended 31 May 2017
Notice of AGM
Conroy (AIM: CGNR; ESM: CGNRI), the Irish based resource company exploring and
developing gold and other projects in Ireland, is pleased to announce its
results for the year ended 31 May 2017.
Highlights:
* Clay Lake - Clontibret project: updated mineral resource estimate to JORC
standard showed a 26% increase of indicated resource grade and a 23%
increase in gold in the indicated category
* Strong geological evidence to suggest that the lodes have a more extensive
strike length than previously interpreted - up to at least 850m.
Mineralisation remains open in all directions.
* Gold assay data from the 1950s pertaining to the underground antimony mine
workings at the Clontibret deposit became available. This adds greatly to
the understanding of the gold deposit and its potential size and grade.
* Work also continued on the Company's other exploration properties
Chairman, Professor Richard Conroy commented:
"I am very pleased that during the course of the year the Company has
continued to make significant progress with its exploration and development
programme. I look forward to this continuing into 2018 as the Company
moves forward with its plans to develop a mine at Clontibret and targets a
multi-million ounce gold resource."
Further Information:
Conroy Gold and Natural Resources plc Tel:
+353-1-661-8958
Professor Richard Conroy, Chairman
Allenby Capital Limited (Nomad) Tel:
+44-20-3328-5656
Virginia Bull/James Thomas/Nick Harriss
Beaufort Securities (Broker) Tel: +44-20-7382
8300
Jon Bellis/Elliot Hance
Lothbury Financial Services Tel:
+44-20-3290-0707
Michael Padley
Hall Communications Tel:
+353-1-660-9377
Don Hall
Chairman's Statement
Dear Shareholder:
I have pleasure in presenting your Company's Annual Report and Consolidated
Financial Statements for the financial year ended 31 May 2017.
Business Development
Your Company has continued to make progress on the 65 km (40 miles) gold trend
that it has discovered in the Longford-Down Terrane in Ireland with a series of
gold targets discovered along the trend in which it is targeting a
multi-million ounce gold potential at Clay Lake - Clontibret in the north east
of its licence area. An updated mineral resource showed an increase of
indicated resource grade to 2.1 g/t Au in the gold lodes and an increase to
320,000 ounces of gold in the indicated category. Your Company is also
continuing to progress work on its planned open pit gold mine at Clontibret in
Co. Monaghan.
Clay Lake - Clontibret
Excellent drilling results during the year which included the discovery of five
new gold zones, together with high grades and wide intersections of gold were
reported at your Company's Clontibret gold deposit and an updated resource
estimate by Tetra Tech Canada, Inc. ("Tetra Tech") represents an increase in
gold grade of 26 per cent and an increase in contained ounces in the indicated
category of 23 per cent (see Table 1).
The new resource estimate was developed to Joint Ore Reserve Committee 2012
standard ("JORC 2012") and represents a detailed geological revision and update
on the scoping study previously undertaken by Tetra Tech (2011).
Classification Zone Tonnage Grade Metal
Au (g/t) Au (Ozt)
Indicated Lodes 4,460,000 2.1 301,000
Stockwork 500,000 1.2 19,000
Indicated Total 4,960,000 2.0 320,000
Inferred Lodes 2,980,000 2.0 193,000
Stockwork 110,000 1.2 4,000
Inferred Total 3,090,000 2.0 197,000
Table 1. Summary of updated mineral resources for the Clontibret project
The Clontibret deposit comprises two styles of gold mineralisation (i) lodes
and (ii) stockwork. This updated resource estimate focused on determining the
grade and continuity of the lode mineralisation where over 95% of the contained
ounces occur. The stockwork resource still contributes to the overall
contained ounces.
As part of this study, additional opportunities to increase the size of the
resource have been identified. There is strong geological evidence to suggest
that the lodes have a more extensive strike length than previously interpreted
- up to at least 850m. Mineralisation remains open in all directions.
In total, 46 individual lodes and a stockwork body were identified. The lodes
generally have a north / south strike, dipping to the west at between 60 and 70
degrees. The strike of the stockwork zone trends north east / south west,
dipping to the north west at approximately 50 degrees. The mineralised lodes
penetrate into the stockwork body, terminating against the footwall of the
stockwork. The lodes and stockwork are distinct geological domains.
During the year, gold assay data pertaining to the underground antimony mine
workings at the Clontibret deposit became available. The samples were collected
by an Irish-Canadian company during the 1950s and comprise detailed channel
samples of the back (roof) and walls of the drift and shafts. Detailed
surveyed sample maps and original 'signed off' assay sheets have been examined.
Your Company has been able to relate its own geological mapping from the
Clontibret stream, drilling data and the assay data from the underground
workings. The interpretation is that, within the 48m of underground development
in the Tullybuck drift, the following four gold bearing lodes occur (see Table
2).
Width (m) Grade (g/t Au)
Lode 1 10.0 7.0
Lode 2 4.0 12.8
Lode 3 5.5 12.0
Lode 4 3.0 9.8
Table 2.
This newly available historic data from the underground working adds to and
correlates closely with the results of your Company's recent drilling and
structural work at Clontibret and adds greatly to our understanding of the
Clontibret gold deposit and its potential size and grade.
To assess the potential of the Clay Lake - Clontibret project to host a
significant amount of contained ounces, an Exploration Target has been
calculated under the JORC 2012 code (see Table 3 below).
An Exploration Target is an assessment of the exploration potential of a
mineral occurrence in a defined geological setting. The potential quantity and
grade is essentially conceptual in nature, supported by drilling, trenching,
geological mapping, structural interpretation, prospecting, sampling, analyses
and nearby geological analogies.
Potential grade in g/t Au
Contained 1.00 1.50 2.00 2.50 3.00 3.50 4.00 4.50 5.00 5.50 %
ounces x drilling
1000 success
14,012 21,018 28,023 35,029 42,035 49,041 56,047 63,053 70,058 77,064 25
11,209 16,814 22,419 28,023 33,628 39,233 44,837 50,442 56,047 61,651 20
8,407 12,611 16,814 21,018 25,221 29,425 33,628 37,832 42,035 46,239 15
5,605 8,407 11,209 14,012 16,814 19,616 22,419 25,221 28,023 30,826 10
2,802 4,204 5,605 7,006 8,407 9,808 11,209 12,611 14,012 15,413 5
1,401 2,102 2,802 3,503 4,204 4,904 5,605 6,305 7,006 7,706 2.5
Table 3.The table represents an 'Exploration Target' under the JORC Code (2012)
and does notinclude the Clontibret deposit. The area considered in the
construction of the Exploration Target is adjacent to the Clontibret deposit in
the southwest, to the Clay Lake deposit in the northeast.
The grade and tonnage relating to the Exploration Target is conceptual in
nature and the geological information used in its construction includes actual
geochemistry, trenching, drilling and associated assays. The calculations are
based on coherent gold in soil anomalies (usually greater than 10ppb Au) and
representative ranges of the above listed exploration data extrapolated to a
depth of 200m.
An Exploration Target is not, and must not be construed as, a Mineral Resource.
It is designed to provide guidance to the mineral exploration potential of the
defined area.
(This Exploration Target was prepared by EurGeol Prof. Garth Earls PGeo, FSEG
according to Australasian Joint Ore Reserve Committee (JORC) Guidelines.)
Base metal and other gold targets
Exploration also continued for gold, zinc and other metals on your Company's
other exploration properties in Ireland as well as for gold in Finland.
Extraordinary General Meetings
Your Company has, since the close of its financial year, had to contend with a
series of actions by a shareholder which have hindered the Board of Directors
and management from pursuing your Company's business objectives as planned
during the period. These actions culminated in the holding of two separate
extraordinary general meetings and the bringing of a court action to overturn
certain of the results of the first meeting. While the Board of Directors was
successful in defending certain of these actions, the distraction during the
period has undoubtedly delayed the progress of your Company's business.
Finance
The loss after taxation for the financial year ended 31 May 2017 was EUR431,922
(2016: EUR292,165) and the net assets as at 31 May 2017 were EUR16,760,867 (2016: EUR
17,113,858). Post year end, your Company raised EUR240,000 by way of a
subscription for ordinary shares in your Company. The exercise of warrants by
Managing Director, Maureen T.A. Jones and I, also raised approximately EUR
166,680.
Auditors
I would like to take this opportunity to thank the partners and staff of
Deloitte for their services to your Company during the course of the financial
year.
Directors and staff
I would like to express my deep appreciation of support and dedication of all
the Directors, consultants and staff, which despite all the difficulties, has
made possible the continued progress and success, which your Company has
achieved.
I would like in particular to pay tribute to the outstanding contributions made
by Séamus P. FitzPatrick, James P. Jones, Dr. Sor?a Conroy, Louis J. Maguire,
Michael E. Power and C. David Wathen. Their experience and ability is a very
considerable loss to your Board of Directors.
I am very pleased to welcome Dr. Karl Keegan and Brendan McMorrow to your Board
of Directors. Their knowledge and backgrounds will significantly contribute to
your Company.
Future outlook
Your Company has continued to make progress in its exploration and development
programme. I look forward to this continuing this into 2018 as your Company
moves to develop a mine at Clontibret and targets a multi-million ounce gold
resource.
________________________
Professor Richard Conroy
Chairman
28 November 2017
Consolidated income statement
for the financial year ended 31 May 2017
Note
2017 2016
EUR EUR
Continuing operations
Operating expenses (431,922) (291,486)
Finance costs - interest - (679)
Loss before taxation (431,922) (292,165)
Income tax expenses - -
Loss for the financial year (431,922) (292,165)
Loss per share
Basic and diluted loss per share 3 (EUR0.0392) (EUR0.0479)
Consolidated statement of comprehensive income
for the financial year ended 31 May 2017
2017 2016
EUR EUR
Loss for the financial year (431,922) (292,165)
Income/expense recognised in other
comprehensive income - -
Total comprehensive expense for the (431,922) (292,165)
financial year
The total comprehensive expense for the financial year is entirely attributable
to equity holders of the Company.
Consolidated statement of financial position
as at 31 May 2017
31 May 31 May
Note 2017 2016
EUR EUR
Assets
Non-current assets
Intangible assets 19,659,104 18,696,602
Property, plant and equipment 15,116 16,150
Total non-current assets 19,674,220 18,712,752
Current assets
Cash and cash equivalents 19,704 687,708
Other receivables 98,980 38,334
Total current assets 118,684 726,042
Total assets 19,792,904 19,438,794
Equity
Capital and reserves
Called up share capital 11,014 11,014
Called up deferred share capital 10,504,431 10,504,431
Share premium 10,649,252 10,649,252
Capital conversion reserve fund 30,617 30,617
Share based payments reserve 1,542,961 1,464,030
Retained deficit (5,977,408) (5,545,486)
Total equity 16,760,867 17,113,858
Liabilities
Non-current liabilities
Directors' loans 5 277,287 135,287
Total non-current liabilities 277,287 135,287
Current liabilities
Trade and other payables 4 2,754,750 2,189,649
Total current liabilities 2,754,750 2,189,649
Total liabilities 3,032,037 2,324,936
Total equity and liabilities 19,792,904 19,438,794
Consolidated statement of cash flows
for the financial year ended 31 May 2017
2017 2016
EUR EUR
Cash flows from operating activities
Loss for the financial year (431,922) (292,165)
Adjustments for:
Depreciation 3,779 1,833
Interest expense - 679
Expense recognised in consolidated income statement in
respect of equity settled share based payments 15,346 68,026
Increase in creditors 460,066 237,389
(Increase)/decrease in debtors (60,646) 25,252
Net cash (outflow)/provided by operating activities (13,377) 41,014
Cash flows from investing activities
Expenditure on intangible assets (898,917) (858,769)
Purchase of property, plant and equipment (2,745) -
Cash used in investing activities (901,662) (858,769)
Cash flows from financing activities
Loan from Directors' 142,000 -
Advances from Karelian Diamond Resources P.L.C. 105,035 -
Issue of share capital - 1,800,367
Payments to Karelian Diamond Resources P.L.C. - (201,955)
Share issue costs - (60,015)
Repayments of loan from Director - (55,735)
Interest paid - (679)
Net cash provided by financing activities 247,035 1,481,983
(Decrease)/increase in cash and cash equivalents (668,004) 664,228
Cash and cash equivalents at beginning of financial 687,708 23,480
year
Cash and cash equivalents at end of financial year 19,704 687,708
Consolidated statement of changes in equity
for the financial year ended 31 May 2017
Share Share Capital Share- Retained Total
capital premium conversion based deficit equity
reserve payment
fund reserve
EUR EUR EUR EUR EUR EUR
Balance at 1 June 10,515,445 10,649,252 30,617 1,464,030 (5,545,486) 17,113,858
2016
Share-based - - - 78,931 - 78,931
payments
Loss for the
financial year - - - - (431,922) (431,922)
Balance at 31 May 10,515,445 10,649,252 30,617 1,542,961 (5,977,408) 16,760,867
2017
Balance at 1 June 10,508,805 8,855,525 30,617 1,120,009 (5,193,306) 15,321,650
2015
Share issue 6,640 1,793,727 - - - 1,800,367
Share issue costs - - - - (60,015) (60,015)
Share-based - - - 344,021 - 344,021
payments
Loss for the
financial year - - - - (292,165) (292,165)
Balance at 31 May 10,515,445 10,649,252 30,617 1,464,030 (5,545,486) 17,113,858
2016
1 Publication of non-statutory accounts
The financial information set out in this preliminary announcement are
abbreviated accounts as defined in Section 1119 of the Companies Act 2014.
The financial information for the period ended 31 May 2017 has been extracted
from the Company's financial statements to that date which have received an
unqualified auditor's report but have not yet been delivered to the Registrar
of Companies.
2 Going Concern
The Group and the Company incurred a loss of EUR431,922 (2016: EUR292,165) for the
financial year ended 31 May 2017 and had net current liabilities of EUR2,636,066
and EUR2,354,768 respectively (2016: EUR1,463,607 and EUR1,182,409 respectively) at
that date. The Directors and former Directors, namely James P. Jones, Séamus P.
FitzPatrick, C. David Wathen, Louis J. Maguire, Dr. Sor?a Conroy and Michael E.
Power, have confirmed that they will not seek repayment of amounts owed to them
by the Group and the Company of EUR2,161,780 (2016: EUR1,741,824) within 12 months
of the date of approval of the financial statements, unless the Group has
sufficient funds to repay.
In addition, Karelian Diamond Resources P.L.C. has confirmed that it does not
intend to seek repayment of amounts owed to it at 31 May 2017 by the Group and
the Company of EUR273,800 (2016: EUR168,765) within 12 months of the date of
approval of the consolidated financial statements, unless the Group has
sufficient funds to repay. Amounts owed from Group companies amounted to EUR
281,300 (2016: EUR281,200) in the Company statement of financial position.
The Board of Directors have considered carefully the financial position of the
Group and the Company and in that context, have prepared and reviewed cash flow
forecasts for the period to 30 November 2018. As set out in the Chairman's
statement, the Group and the Company expects to incur material levels of
capital expenditure in 2018, consistent with its strategy. In reviewing the
proposed work programme for exploration and evaluation of assets and on the
basis of the equity raised during past financial years, the funds received
after the financial year end, the results obtained from the exploration
programme and the prospects for raising additional funds as required, the Board
of Directors are satisfied that it is appropriate to prepare the financial
statements on a going concern basis.
3 Loss per share
The calculation of the loss per ordinary share of EUR0.0392 (2016 - EUR0.0479) is
based on the loss for the financial year of EUR431,922 (2016 - EUR292,165) and the
weighted average number of ordinary shares in issue during the year of
11,013,537 (2016 - 5,295,110).
Since the Company incurred a loss, the effect of share options and warrants
would be anti-dilutive.
4 Trade and other payable
Group and Company 31 May 31 May
2017 2016
Amounts falling due within one EUR EUR
year
Accrued Directors' remuneration
Fees and other emoluments 1,356,445 1,584,649
Pension contributions 121,000 157,175
Accrued former Directors'
remuneration
Fees and other emoluments 613,160 -
Pension contributions 71,175 -
Other accruals 319,170 279,060
Amounts owed to Karelian Diamond Resources 273,800 168,765
P.L.C.
2,754,750 2,189,649
It is the Group's practice to agree terms of transactions, including payment
terms with suppliers. It is the Group's policy that payment is made according
to the agreed terms. The carrying value of the trade and other payables
approximates to their fair value.
The Directors and former Directors, namely James P. Jones, Séamus P.
FitzPatrick, C. David Wathen, Louis J. Maguire, Dr. Sor?a Conroy and Michael E.
Power, have confirmed that they will not seek repayment of amounts owed to them
by the Group and the Company of EUR2,161,780 (2016: EUR1,741,824) for a minimum
period of 12 months from the date of approval of the consolidated financial
statements, unless the Group has sufficient funds to repay.
In addition, Karelian Diamond Resources P.L.C. has confirmed that it will not
seek repayment of amounts owed to it by the Group and the Company at 31 May
2017 of EUR273,800 (2016: EUR168,765) within 12 months of the date of approval of
the consolidated financial statements, unless the Group has sufficient funds to
repay. During the financial year ended 31 May 2017, EUR383,845 (2016: EUR43,778)
was paid by Karelian Diamond Resources P.L.C to the Company. For the financial
year ended 31 May 2017, the Company incurred costs totalling EUR278,810 (2016: EUR
245,773) on behalf of Karelian Diamond Resources P.L.C.
5 Non-current financial liabilities - Group and Company
Directors' loan
31 May 31 May
2017 2016
EUR EUR
Opening balance 1 June 135,287 191,022
Loan advance 142,000 -
Loan repayment - (59,130)
Interest charge for the financial - 3,395
year
Closing balance 31 May 277,287 135,287
The Directors' loan amounts relate to monies owed to Professor Richard Conroy
amounting to EUR232,287 (2016: EUR127,287), and Maureen T.A. Jones amounting to EUR
45,000 (2016: EUR8,000). The Directors' loan amounts have been partly repaid post
year end (EUR166,680).
6 Post balance sheet events
At the Extraordinary General Meeting ("EGM") of the Company held on 4 August
2017, resolutions proposed by Mr. Patrick O'Sullivan (a substantial shareholder
in the Company), in accordance with Section 146 of the Companies Act 2014 were
passed which resulted in the immediate removal of the following Directors:
James P. Jones (Finance Director), Séamus P. FitzPatrick (Deputy Chairman), C.
David Wathen, Louis J. Maguire, Dr. Sor?a Conroy and Michael E. Power
(non-executive Directors). Resolutions to appoint Paul Johnson, Gervaise Heddle
and Patrick O'Sullivan ("Mr. O'Sullivan") to the Board of Directors, were, upon
advice from the Company's Irish legal counsel, declared of no effect by reason
of non-compliance with the provisions of the Company's constitution.
On 26 September 2017, the High Court in Dublin held in favour of the Company in
the case brought against it by Mr. O'Sullivan, in which Mr. O'Sullivan claimed
that he and his nominees, (Paul Johnson and Gervaise Heddle) were appointed to
the Board of Directors of the Company at the Company's EGM held on 4 August
2017. The Judge found that Mr. O'Sullivan did not comply with the notification
requirements under the Articles of Association of the Company in advance of the
extraordinary general meeting and that there was nothing improper or untoward
in the actions of the chairman at the meeting. Accordingly, all of the reliefs
sought by Mr O'Sullivan, which included a declaration that he and the other two
individuals nominated by him were entitled to be appointed to the Board of
Directors, were refused by the Court.
The Company announced on 10 October 2017, that the High Court had awarded
costs, with a stay on that order pending any appeal, to the Company in respect
of the case brought by Mr. O'Sullivan.
The Company announced on 10 October 2017 that it is to cancel the admission of
its ordinary shares to trading on the Enterprise Securities Market ("ESM") on
the Irish Stock Exchange on 6 November 2017. This cancellation occurred on 6
November 2017.
Post year-end the Company raised EUR240,000 by way of a subscription for ordinary
shares in the Company. The exercise of warrants by the Chairman and Managing
Director also raised approximately EUR166,680.
7 Copies of Accounts & Notice of AGM
A copy of the audited consolidated financial statements will be
available on the Company's website www.conroygold.com and will be available
from the Company's registered office at 3300 Lake Drive, Citywest Business
Campus, Dublin 24, D24 TD21, Ireland. It will also be posted to shareholders
who requested a hard copy. Notice of the Annual General Meeting to be held on
21 December 2017 and proxy form have also been posted to shareholders and are
available on the website.
END
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