TIDMCGNR
RNS Number : 9927H
Conroy Gold & Natural Resources PLC
29 November 2022
29 November 2022
Conroy Gold and Natural Resources plc
("Conroy Gold" or "the Company")
FINAL RESULTS FOR THE YEAR TO 31 MAY 2022
NOTICE OF ANNUAL GENERAL MEETING
Conroy Gold and Natural Resources plc (AIM: CGNR), the gold and
base metals exploration and development company, is pleased to
report its audited accounts for the year to 31 May 2022.
Highlights:
-- Joint venture ("JV") agreement, to develop the district scale
gold trend which the Company has discovered in Ireland, agreed and
completed with Demir Export. The JV agreement is an earn-in
agreement
-- The investment by Demir Export is directly into three
operating companies, wholly owned subsidiaries of Conroy Gold,
which have been established to hold and operate the various
licences in the JV:
-- A cash payment of EUR1 million was made to the Company upon
completion of the JV agreement in March 2022
-- Expenditure of over EUR4.5 million by Demir Export in work
commitments is required for Demir Export to earn a 25% interest in
each project
-- Subsequent expenditure of EUR4.5m plus will earn an additional 15%
-- When construction ready status for mine development is
achieved, following funding of the necessary expenditure, Demir
Export will earn a further 17.5% interest, bringing their total
holding to 57.5% in any given development
-- Three new prospecting licences in the Longford-Down Massif
have been granted to Conroy Gold. Is it intended to transfer these
licences to the JV in due course, which will make a total of 15
licences held by the JV and a total JV area of approximately 1000
km(2)
-- During the year and post period, exploration at Clontibret
and elsewhere in the Longford-Down Massif has continued with
excellent results achieved
-- The current drill programme at Clontibret, which is being
carried out in conjunction with Demir Export, commenced in May 2022
and is designed to build upon the previous work carried out by
Conroy Gold with the objective of enhancing the knowledge of the
Clontibret deposit and increasing the existing JORC resource
figure
Chairman, Professor Richard Conroy, commented:
"The JV with Demir Export is now fully established. Initial JV
drilling has been completed and the results announced. The drilling
and exploration programme has been greatly expanded as we look to
increase the defined resource at Clontibret and potential targets
elsewhere along the Longford-Down gold trend, such as Clay Lake and
Slieve Glah, with a view to developing a gold mine at Clontibret
and/or elsewhere along the trend.
"Overall, we have made excellent progress in the last year and
we will look to accelerate the pace of the work programme in the
current year."
Annual Report and Accounts for the year to 31 May 2022
The full audited annual report and accounts for the year to 31
May 2022 ("Annual Report") will be posted to shareholders today and
will be published on the Company's website
(www.conroygoldandnaturalresources.com) shortly. Key elements can
also be viewed at the bottom of this announcement.
Annual General Meeting
The Annual General Meeting of the Company ("AGM") will be held
at The Conrad Dublin Hotel, Earlsfort Terrace, Dublin at 12 noon on
20 December 2022. A copy of the notice of AGM can be viewed on the
Company's website.
For further information please contact:
Conroy Gold and Natural Resources plc Professor
Richard Conroy, Chairman +353-1-479-6180
Allenby Capital Limited (Nomad) Nick Athanas
/ Nick Harriss +44-20-3328-5656
First Equity Limited (Broker) Jason Robertson +44-20-7330-1883
Lothbury Financial Services Michael Padley +44-20-3290-0707
Hall Communications Don Hall +353-1-660-9377
Visit the Company website at www.conroygold.com
Key Information Extracted from Annual Report
Chairman's Statement
Dear Shareholder,
I have great pleasure in presenting the Company's Annual Report
and Consolidated Financial Statements for the year ended 31 May
2022, which was a transformational year for the Company.
During the year the Company agreed and completed a joint venture
("JV") agreement to develop the district scale gold trend which the
Company has discovered in the Longford-Down Massif in Ireland with
the primary aim being the development of a mine at Clontibret in
County Monaghan and/or elsewhere in the Longford Down Massif.
The JV agreement is an earn-in agreement with the long
established mining company, Demir Export A ("Demir Export"). Demir
Export has interests in iron, coal, gold and base metals in Turkey
and has a strong in-house technical team with mining and
exploration expertise. Demir Export brings over 60 years of mine
operating experience to bear on the project and the company places
a strong emphasis on the adoption of international environmental,
health and safety management standards.
The investment by Demir Export is directly into operating
companies, wholly owned subsidiaries of Conroy, which have been
established to hold and operate the various licences in the JV.
These companies are: Conroy Gold (Clontibret) Limited, which holds
the Clontibret Licence; Conroy Gold (Armagh) Ltd, which holds the
licences and Mines Royal options in Northern Ireland; and Conroy
Gold (Longford Down) Limited, which holds the remaining prospecting
licences in the Republic of Ireland.
In addition, three new prospecting licenses in the Longford Down
Massif have been granted to Conroy Gold and Natural Resources
(PL3131, PL4554, and PL4559). It is intended that application will
be made for these licences to be transferred to Conroy Gold
(Longford Down) Limited, which would bring the number of licences
held by the JV in the Longford Down Massif to (fifteen) and the
total area held by the Joint Venture in the Longford Down Massif to
approximately 1000 km(2).
Under the terms of the JV agreement a cash payment of EUR1
million was made to the Company upon completion of the JV agreement
in March 2022. Further expenditure of over EUR4.5 million by Demir
Export in work commitments is required for Demir Export to earn a
25% interest in each project. Subsequent expenditure of EUR4.5m
plus by Demir Export will earn an additional 15% interest. The
additional expenditure required to reach construction ready status
for mine development will earn an additional 17.5% interest to
bring Demir Export's total holding to 57.5% in any given
development.
Thereafter Conroy may continue to retain a 42.5% interest in the
mine development by participating pro rata in the expenditures
required for mine development, or avail itself of a number of
alternatives, such as being carried for these expenditures through
a "carry loan" for a 25% interest with a payback over a six year
period from the net profit due to the Company.
The Company has as a result, during the year, moved from its
activities primarily being mineral exploration to having mine
development as its main focus. This is a major, and
transformational, event in the Company's history. We are confident
that the Company has enough data and background knowledge to
warrant this shift in emphasis and in Demir Export we have an
experienced JV partner who have already, in a short space of time,
contributed significantly to the JV partnership.
Although the primary aim of the joint venture is the development
of a mine on the Clontibret gold deposit and/or elsewhere in the
Longford Down Massif, exploration along the 65km (40 mile) gold
trend will continue. A number of other gold targets, in addition to
the Clontibret gold deposit, have already been discovered and we
expect the exploration programmes to discover further gold targets.
Possible base metal targets in the Longford Down Massif will also
be followed up.
An EGM was held during the period under review at which
shareholder's approval was sought, and granted, for the joint
venture. Completion of the joint venture was also conditional on
the necessary regulatory consents being granted in the Republic of
Ireland and Northern Ireland for the transfer of the relevant
licences to the various joint venture companies which were set up
under the joint venture agreement. These regulatory consents were
received in the first quarter of 2022.
During the year and post period, exploration at Clontibret and
elsewhere in the Longford-Down has continued. Excellent results
included the widest yet gold intercept drilled to date at
Clontibret - 94.5m grading 1.0g/t Au, including 45m grading 1.5g/t
Au, in the stockwork zone. The drill hole also intersected lodes
which assayed 6m grading 4.4g/t Au, 2.7m grading 5g/t Au and 1.55m
grading 4.0g/t Au. An initial c.3000m joint venture step out
drilling programme also commenced in April 2022 at Clontibret and
results to date have included the discovery of four new gold zones
and further continuity of the gold mineralization in the stockwork,
including an intersection of 22m@0.6g/t gold (as announced by the
Company on 1 September 2022).
Other exploration work, including drilling, deep overburden
sampling and geophysics work, was also carried out during the year
with highly encouraging results.
The current drill programme at Clontibret, which is being
carried out in conjunction with Demir Export, is designed to build
upon the previous work carried out by Conroy over many years, by
enhancing our knowledge of the Clontibret deposit and increasing
the existing JORC resource figure.
Environmental, Social and Governance issues
Great emphasis is placed by the Company on Environmental, Social
and Governance issues. The Company is committed to high standards
of corporate governance and integrity in all of its activities and
operations including rigorous health and safety compliance,
environmental consciousness and the promotion of a culture of good
ethical values and behaviour.
The Company conducts its business with integrity, honesty and
fairness and requires its partners, contractors and suppliers to
meet similar ethical standards. Individual staff members must
ensure that they apply and maintain these standards in all their
actions.
It is a requirement of the Chairman of the Board to regularly
monitor and review the Company's ethical standards and cultural
environment and where necessary, take appropriate action to ensure
proper standards are maintained.
Covid-19
Covid-19 measures continued to be taken by the Company during
the year in accordance with government guidelines to protect the
health, safety and well-being of its employees, contractors and
partners.
Financials
The loss after taxation from continuing operations for the
financial year ended 31 May 2022 was EUR256,484 (31 May 2021:
profit of EUR211,010).
As at 31 May 2022, the Group had cash reserves of EUR1,216,097
(31 May 2021: EUR1,513,286) and net assets of EUR19,730,738 (31 May
2021: EUR19,987,222).
Directors and Staff
I would like to express my deep appreciation for the support and
dedication of the Directors, staff and consultants which has made
possible the excellent progress and success which the Company has
achieved during the year, in particular to those that helped with
the successful conclusion of the joint venture with Demir
Export.
Professor Richard Conroy
Chairman
29 November 2022
Extract from the Independent Auditor's Report
The following section is extracted from the Independent
Auditor's Report but shareholders should read in full the
Independent Auditor's Report contained in the Annual Report.
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
We draw your attention to Note 1 in the financial statements,
which indicates that during the year ended 31 May 2022, the group
and parent company incurred a loss of EUR256,484 and, as of that
date, the group and parent company had net current liabilities of
EUR2,113,516 and EUR1,476,293 respectively.
As stated in Note 1, these events or conditions indicate that a
material uncertainty exists that may cast significant doubt on the
group's and parent company's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
Our evaluation of the directors' assessment of the group and
parent company's ability to continue to adopt the going concern
basis of accounting included:
-- obtaining an understanding of the group and parent company's
relevant controls over the preparation of cash flow forecasts and
approval of the projections and assumptions used in cash flow
forecasts to support the going concern assumption;
-- assessing the design and determining the implementation of these relevant controls;
-- evaluating directors' plans and their feasibility by agreeing
the inputs used in the cash flow forecast to expenditure
commitments and other supporting documentation;
-- challenging the reasonableness of the assumptions applied by
the directors in their going concern assessment;
-- obtaining confirmations received by the group and parent
company from the directors and former directors evidencing that
they will not seek repayment of amounts owed to them by the group
and parent company within 12 months of the date of approval of the
financial statements, unless the group and/or parent company has
sufficient funds to repay;
-- assessing the mechanical accuracy of the cash flow forecast model; and
-- assessing the adequacy of the disclosures made in the financial statements.
Consolidated Income Statement for the financial year ended 31
May 2022
2022 2021
EUR EUR
Continuing operations
Operating expenses (832,340) (752,619)
Movement in fair value of warrants 585,954 1,055,490
Share-based payment expense - (71,596)
Operating (loss)/profit (246,386) 231,275
Finance income - interest 41 13
Interest expense (10,139) (20,278)
Net finance cost (10,098) (20,265)
(Loss)/profit before taxation (256,484) 211,010
Income tax expense - -
(Loss)/profit for the financial
year (256,484) 211,010
========== ==========
(Loss)/earnings per share
---------- ----------
Basic (loss)/earnings per share (0.0065) 0.0065
========== ==========
The total (loss)/profit for the financial year is entirely
attributable to equity holders of the Company.
Consolidated statement of comprehensive income for the financial
year ended 31 May 2022
2022 2021
EUR EUR
(Loss)/profit for the financial
year (256,484) 211,010
Income recognised in other comprehensive
income - -
Total comprehensive (loss)/profit
for the financial year (256,484) 211,010
========== ========
The total comprehensive profit/(loss) for the financial year is
entirely attributable to equity holders of the Company.
Consolidated statement of financial position as at 31 May
2022
31 May 31 May
2022 2021
EUR EUR
Assets
Non-current assets
Intangible assets 23,888,833 22,988,974
Property, plant and equipment 7,589 9,474
------------ ------------
Total non-current assets 23,896,422 22,998,448
Current assets
Cash and cash equivalents 1,216,097 1,513,286
Other receivables 429,329 458,769
Total current assets 1,645,426 1,972,055
------------ ------------
Total assets 25,541,848 24,970,503
============ ============
Equity
Capital and reserves
Share capital presented as equity 10,543,694 10,543,694
Share premium 15,256,556 15,256,556
Capital conversion reserve fund 30,617 30,617
Share-based payments reserve 42,664 42,664
Other reserve 79,929 79,929
Retained deficit (6,222,722) (5,966,238)
------------ ------------
Total equity 19,730,738 19,987,222
------------
Non-controlling interests
Convertible shares 1,406,899 -
------------ ------------
Total non-controlling interests 1,406,899 -
------------ ------------
Liabilities
Non-current liabilities
Convertible loans 388,219 378,080
Warrant liabilities 257,050 843,004
Total non-current liabilities 645,269 1,221,084
------------ ------------
Current liabilities
Trade and other payables 3,621,943 3,625,198
Related party loans 136,999 136,999
Total current liabilities 3,758,942 3,762,197
------------ ------------
Total liabilities 4,404,211 4,983,281
------------ ------------
Total equity, non-controlling
interests and liabilities 25,541,848 24,970,503
============ ============
The financial statements were approved by the Board of Directors
on 29 November 2022 and authorised for issue on 29 November
2022.
Consolidated statement of changes in equity for the financial
year ended 31 May 2022
Share Share Capital Share-based Other Retained Total
capital premium conversion payment reserve deficit equity
reserve reserve
fund
EUR EUR EUR EUR EUR EUR EUR
Balance at
1 June 2021 10,543,694 15,256,556 30,617 42,664 79,929 (5,966,238) 19,987,222
Loss for the
financial year - - - - - (256,484) (256,484)
----------- ------------ ------------ ------------ --------- ------------ ------------
Balance at
31 May 2022 10,543,694 15,256,556 30,617 42,664 79,929 (6,222,722) 19,730,738
=========== ============ ============ ============ ========= ============ ============
Share Share Capital Share-based Other Retained Total
capital premium conversion payment reserve deficit equity
reserve reserve
fund
EUR EUR EUR EUR EUR EUR EUR
Balance at 1
June 2020 10,530,645 13,084,647 30,617 574,875 8,333 (6,583,802) 17,645,315
Share issue
(see Note 15) 13,049 4,070,403 - - - - 4,083,452
Share issue
costs - - - - - (125,657) (125,657)
Warrant issue - (1,898,494) - - - - (1,898,494)
Warrant exercise - - - - 71,596 - 71,596
Transfer from
share-based
payment reserve
to retained
deficit - - - (532,211) - 532,211 -
Profit for the
financial year - - - - - 211,010 211,010
----------- ------------ ------------ ------------ --------- ------------ ------------
Balance at 31
May
2021 10,543,694 15,256,556 30,617 42,664 79,929 (5,966,238) 19,987,222
=========== ============ ============ ============ ========= ============ ============
Consolidated statement of cash flows for the financial year
ended 31 May 2022
2022 2021
EUR EUR
Cash flows from operating activities
(Loss)/profit for the financial year (256,484) 211,010
Adjustments for non-cash items:
Movement in fair value of warrants (585,954) (1,055,490)
Interest expense 10,139 20,278
Depreciation 1,885 1,885
Share-based payment - 71,596
---------- ------------
(830,414) (750,721)
Payments from/(payment to) Karelian Diamond
Resources P.L.C. 70,000 (228,402)
Increase in receivables (40,560) (368,821)
Decrease in payables (3,255) (32,105)
---------- ------------
Net cash used in operating activities (804,229) (1,380,049)
Cash flows from investing activities
Expenditure on intangible assets (899,859) (658,230)
Purchase of property, plant and equipment - (667)
Net Cash used in investing activities (899,859) (658,897)
---------- ------------
Cash flows from financing activities
Convertible shares 1,406,899 -
Share issue costs - (125,657)
Issue of share capital - 3,643,044
Payments to related parties - (82,425)
Net cash (used in)/provided by financing
activities 1,406,899 3,434,962
---------- ------------
(Decrease)/ increase in cash and cash equivalents (297,189) 1,396,016
Cash and cash equivalents at beginning of
financial year 1,513,286 117,270
---------- ------------
Cash and cash equivalents at end of financial
year 1,216,097 1,513,286
========== ============
1. Accounting policies
Reporting entity
Conroy Gold and Natural Resources P.L.C. (the "Company") is a
company domiciled in Ireland. The consolidated financial statements
of the Company for the financial year ended 31 May 2022 comprise
the financial statements of the Company and its subsidiaries
(together referred to as the "Group"). The Company is a public
limited company incorporated in Ireland under registration number
232059. The registered office is located at 3300 Lake Drive,
Citywest Business Campus, Dublin 24, D24 TD21, Ireland.
Basis of preparation
The consolidated financial statements are presented in euro
("EUR"). The EUR is the functional currency of the Company. The
consolidated financial statements are prepared under the historical
cost basis except for derivative financial instruments, where
applicable, which are measured at fair value at each reporting
date.
The preparation of consolidated financial statements requires
the Board of Directors and management to use judgements, estimates
and assumptions that affect the application of policies and
reported amounts of assets, liabilities, income and expenses.
Actual results may differ from those estimates. Estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in the period in which the
estimate is revised and in any future periods affected. Details of
critical judgements are disclosed in the accounting policies. The
consolidated financial statements were authorised for issue by the
Board of Directors on 29 November 2022.
Going Concern
The Group and the Company recorded a loss of EUR256,484 (31 May
2021: profit of EUR211,010) for the financial year ended 31 May
2022. The Group and the Company had net assets of EUR19,730,738 (31
May 2021: EUR19,987,222) at that date. The Group had net current
liabilities of EUR2,113,516 (31 May 2021: EUR1,790,142) and the
Company had net current liabilities of EUR1,476,293 (31 May 2021:
EUR1,271,009) at that date. The Group had cash and cash equivalents
of EUR1,216,097 at 31 May 2022 (31 May 2021: EUR1,513,286). The
Company had cash and cash equivalents of EUR964,997 at 31 May 2022
(31 May 2021: EUR1,513,286). The Directors, namely Professor
Richard Conroy, Maureen T.A. Jones, Professor Garth Earls, Brendan
McMorrow, Howard Bird and former Directors, namely, James P. Jones,
Séamus P. Fitzpatrick, C. David Wathen, 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
EUR3,069,148 (31 May 2021: EUR3,119,148) which are included in net
current liabilities, within 12 months of the date of approval of
the financial statements, unless the Group has sufficient funds to
repay.
On 31 March 2022, the Company announced that the Joint Venture
Agreement with Demir Export was completed, all outstanding
conditions having been met and a payment of EUR1 million made to
the Company. The 3000 metre drilling programme as part of the Joint
Venture Agreement started in the second half of April 2022.
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 until 30
November 2023. The Directors have fully considered both current and
future capital expenditure commitments and the options to fund such
commitments in the twelve month period to November 2023.
The Directors recognise that the Group's net current liabilities
of EUR2,113,516 (31 May 2021: EUR1,790,142) is a material
uncertainty that may cast significant doubt on the Group and the
Company's ability to continue as a going concern and, therefore,
that it may be unable to realise its assets and discharge its
liabilities in the normal course of business. In reviewing the
proposed work programme for exploration and evaluation of assets,
the results obtained from the exploration programme, the prospects
for raising additional funds as required and the completed Joint
Venture Agreement, the Board of Directors are satisfied that it is
appropriate to prepare the financial statements on a going concern
basis. The consolidated and the Company's financial statements do
not include any adjustments to the carrying value and
classification of assets and liabilities that would arise if the
Group and the Company were unable to continue as going concern.
Statement of compliance
The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards
("IFRS") as adopted by the European Union ("EU") and the
requirements of the Companies Act 2014. The Company's financial
statements have been prepared in accordance with Financial
Reporting Standard 101: Reduced Disclosure Framework ("FRS101") and
the requirements of the Companies Act 2014.
Recent accounting pronouncements
(a) New and amended standards adopted by the Group and the
Company
The Group and the Company have adopted the following amendments
to standards for the first time for its annual reporting year
commencing 1 June 2021:
-- Amendments to IFRS 4, IFRS 7, IFRS 9, IFRS 16, and IAS 39
regarding replacement issues in the context of the IBOR reform -
Phase 2 - Effective date 1 January 2021;
-- Amendments to IFRS 4 Insurance Contracts- deferral of IFRS 9 - Effective 1 January 2021;
The adoption of the above amendments to standards had no
significant impact on the financial statements of the Group and the
Company either due to being not applicable or immaterial.
(b) New standards and interpretations not yet adopted by the
Group and the Company
Certain new accounting standards and interpretations have been
published that are not mandatory for 31 May 2022 reporting periods
and have not been early adopted by the Group and the Company.
The following amendments to standards adopted and endorsed by
the EU have been issued by the International Accounting Standards
Board to date and are not yet effective for the financial year from
1 June 2021. The Board of Directors is currently assessing whether
these standards once adopted by the Group and the Company will have
any impact on the financial statements of the Group and the
Company.
-- IFRS 4 amendments regarding the expiry date of the deferral
approach - Effective date 1 January 2023;
-- IAS 8 amendments regarding the definition of accounting
estimates - Effective date 1 January 2023;
-- IAS 1 amendments regarding the disclosure of accounting
policies - Effective date 1 January 2023;
-- IFRS 17 Insurance contracts - Effective date deferred to 1 January 2023;
-- Amendment to IFRS 16 about providing lessees with an
extension of one year to exemption from assessing whether a
COVID-19-related rent concession is a lease modification -
Effective date 1 April 2021;
-- IFRS 3 amendments updating a reference to the Conceptual
Framework - Effective date 1 January 2022;
-- IAS 16 amendments prohibiting a company from deducting from
the cost of property, plant and equipment amounts received from
selling items produced while the company is preparing the asset for
its intended use - Effective date 1 January 2022; and
-- IAS 37 amendments regarding the costs to include when
assessing whether a contract is onerous - Effective date 1 January
2022.
-- IFRS 1 amendments resulting from Annual Improvements to IFRS
Standards 2018-2020 (subsidiary as a first-time adopter) -
Effective date 1 January 2022; and
-- IFRS 9 amendments resulting from Annual Improvements to IFRS
Standards 2018-2020 (fees in the "10 per cent" test for
derecognition of financial liabilities) - Effective date 1 January
2022;
The following new standards and amendments to standards have
been issued by the International Accounting Standards Board but
have not yet been endorsed by the EU, accordingly, none of these
standards have been applied in the current year. The Board of
Directors is currently assessing whether these standards once
endorsed by the EU will have any impact on the financial statements
of the Group and the Company.
-- Amendments to IFRS 10 and IAS 28: Sale or contribution of
assets between an investor and its associate or joint venture -
Postponed indefinitely;
-- Amendments to IAS 12 Income taxes: Deferred tax related to
assets and liabilities arising from a single
transaction - Effective date 1 January 2023;
-- Amendments to IFRS 16 Leases: Lease liability in a sale and
leaseback - Effective date 1 January 2024; and
-- Amendments to IAS 1 Presentation of Financial Statements:
Classification of liabilities as current or non-current and
classification of liabilities as current or non-current - Effective
date 1 January 2024.
Basis of consolidation
The consolidated financial statements include the financial
statements of Conroy Gold and Natural Resources P.L.C. and its
subsidiaries. Subsidiaries are entities controlled by the Company.
Control exists when the Group is exposed to or has the right to
variable returns from its involvement with the entity and has the
ability to affect those returns through its control over the
entity. In assessing control, potential voting rights that
presently are exercisable are taken into account. The financial
statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the
date that control ceases. Intra-Group balances, and any unrealised
income and expenses arising from intra-Group transactions are
eliminated in preparing the consolidated financial statements. The
Company recognises investment in subsidiaries at cost less
impairment.
2. (Loss) / earnings per share
2022 2021
EUR EUR
(Loss)/earnings for the financial year
attributable to equity holders of the Company (256,484) 211,010
----------- --------------
Basic earnings per share
No. of No. of shares
shares
Number of ordinary shares at start of financial
year 39,262,880 26,213,872
Number of ordinary shares issued during
the financial year - 13,049,008
----------- --------------
Number of ordinary shares at end of financial
year 39,262,880 39,262,880
Weighted average number of ordinary shares
for the purposes of basic earnings per
share 39,262,880 32,257,188
----------- --------------
(Loss)/earnings per ordinary share (0.0065) 0.0065
=========== ==============
Diluted earnings/(loss) per share
The effect of share options and warrants is anti-dilutive.
3. Intangible Assets
Exploration and evaluation assets
Group: Cost 31 May 2022 31 May 2021
EUR EUR
At 1 June 22,988,974 22,330,743
Expenditure during the financial year
* License and appraisal costs 30,986 299,113
* Other operating expenses 868,873 359,118
At 31 May 23,888,833 22,988,974
============ ============
Exploration and evaluation assets relate to expenditure incurred
in the development of mineral exploration opportunities. These
assets are carried at historical cost and have been assessed for
impairment in particular with regard to the requirements of IFRS 6:
Exploration for and Evaluation of Mineral Resources relating to
remaining licence or claim terms, likelihood of renewal, likelihood
of further expenditure, possible discontinuation of activities over
specific claims and available data which may suggest that the
recoverable value of an exploration and evaluation asset is less
than its carrying amount.
The Irish licenses in relation to Clontibret, Long-ford Down and
Armagh were transferred to the three new subsidiaries during the
year. See Note 7. All prior costs capitalised in line with IFRS 6
as above, in relation to these three licenses, were transferred to
the subsidiaries where the licenses are now held. Costs incurred in
the current year in relation to the three licenses were also
transferred to the subsidiaries.
The Board of Directors have considered the proposed work
programmes for the underlying mineral resources. They are satisfied
that there are no indications of impairment.
The Board of Directors note that the realisation of the
intangible assets is dependent on further successful development
and ultimate production of the mineral resources and the
availability of sufficient finance to bring the resources to
economic maturity and profitability. Please refer to Note 16 of the
consolidated financial statements for details of further work
commitments
Mineral interests are categorised as follows:
Group: Ireland 31 May 31 May
Cost 2022 2021
EUR EUR
At 1 June 20,506,725 19,920,213
Expenditure during the financial
year
* License and appraisal costs 28,752 281,261
* Other operating expenses 550,984 305,251
At 31 May 21,086,461 20,506,725
=========== ===========
Group: Finland 31 May 31 May
Cost 2022 2021
EUR EUR
At 1 June 2,482,249 2,410,530
Expenditure during the financial
year
* License and appraisal costs 2,234 17,851
* Other operating expenses 317,889 53,868
At 31 May 2,802,372 2,482,249
=========== ===========
4. Cash and Cash equivalents
Group 31 May 31 May
2022 2021
EUR EUR
Cash held in bank accounts 1,216,097 1,513,286
1,216,097 1,513,286
========== ==========
5. Current liabilities
Trade and other payables
Group 31 May 31 May
2022 2021
EUR EUR
Other creditors and accruals 552,795 506,050
Amounts falling due within
one year:
Accrued Directors' remuneration
Fees and other emoluments 2,368,045 2,368,045
Pension contributions 164,675 164,675
Accrued former Directors'
remuneration
Fees and other emoluments 507,345 507,345
Pension contributions 29,083 79,083
3,621,943 3,625,198
========== ==========
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, namely Professor Richard Conroy, Maureen T.A.
Jones, Professor Garth Earls, Brendan McMorrow, Howard Bird and
former Directors, namely James P. Jones, Séamus P. Fitzpatrick, C.
David Wathen, 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 EUR3,069,148 (31 May 2021: EUR3,119,148)
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.
Related party loans - Group and Company
31 May 31 May
Related party loans 2022 2021
EUR EUR
Opening balance 1 June 136,999 659,832
Loan conversion to equity - (440,408)
Loan repayments - (82,425)
Closing balance 31 May 136,999 136,999
======== ==========
The related party loans amounts relate to monies owed to
Professor Richard Conroy amounting to EUR101,999 (31 May 2021:
EUR101,999), Maureen T.A. Jones amounting to EURNil (31 May 2021:
EURNil), Séamus P. Fitzpatrick (former Director) amounting to
EUR35,000 (31 May 2021: EUR35,000) and Dr. Sor a Conroy (former
Director) amounting to EURNil (31 May 2021: EURNil). During the
prior year, as part of the share issuance on 16 March 2021, the
following amounts were converted to equity from the respective
Directors' loans in exchange for a total of 1,147,726 shares in the
Company; EUR225,000 was converted on the loan of Dr. Sor a Conroy,
EUR180,919 was converted on the loan of Professor Richard Conroy
and EUR34,489 was converted on the loan of Séamus P. Fitzpatrick.
The Directors and former Directors have confirmed that they will
not seek repayment of the remaining loan balances owed to them by
the Group and Company at 31 May 2022 within 12 months of the date
of approval of the consolidated financial statements, unless the
Group has sufficient funds to repay. There is no interest payable
in respect of these loans, no security has been attached to these
loans and there is no repayment or maturity terms. Séamus P.
Fitzpatrick is a former director in the Company having left the
board in August 2017 (and is a shareholder of the Company owning
less than 3% of the issued share capital of the Company).
6. Non-current liabilities
Warrant liabilities
During the year ended 31 May 2022, no new warrants were issued.
During the prior year, 11,005,065 warrants were issued with a
sterling exercise price and a range of expiry times from six to
twenty-four months. The fair value at grant date amounted to
EUR1,921,971 and was recorded as warrant liabilities with a
corresponding charge to share premium for those warrants issued as
part of the share issuance. At 31 May 2022, the warrants in issue
were again fair valued resulting in a movement in fair value of
EUR585,954 being recorded in the income statement and as a
reduction in warrant liabilities. See note 18 to the consolidated
financial statements for further details.
Convertible loan
During the year ended 31 May 2020, the Company raised EUR350,000
through the issue of two unsecured convertible loan notes
("Convertible Loan Notes") to Hard Metal Machine Tools Limited (the
"Lender"). Both Convertible Loan Notes have a term of three years
and attract interest at a rate of 5% per annum which is payable on
the redemption or conversion of the Convertible Loan Notes. The
Convertible Loan Notes are unsecured. The first Convertible Loan
Note has a monetary amount of EUR250,000 and was issued on 15 July
2019. This Convertible Loan Note, including the total amount of
accrued but unpaid interest, is convertible at the conversion price
of GBP0.07 at any time. The second Convertible Loan Note has a
monetary amount of EUR100,000 and was issued on 30 October 2019.
This Convertible Loan Note, including the total amount of accrued
but unpaid interest, is convertible at the conversion price of
GBP0.06 at any time. The convertible loans amount to EUR388,219 (31
May 2021: EUR378,080) at 31 May 2022.
31 May 31 May
2022 2021
EUR EUR
Opening Balance 378,080 357,802
Interest payable 10,139 20,278
-------- --------
388,219 378,080
======== ========
7. Non-controlling interests
Under the terms of the joint venture and related agreements
entered into between the Company and Demir Export on 31 December
2021, in return for fulfilling funding and other obligations as set
out in the agreements, Demir Export will earn an equity interest in
the following wholly owned subsidiaries of the Company: Conroy Gold
(Clontibret) Limited, Conroy Gold (Longford Down) Limited and
Conroy Gold (Armagh) Limited. The investment by Demir Export is
effected by the issuance of convertible shares in each subsidiary
company which have no voting or participation rights.
When all of the conditions (including, inter-alia a minimum of
EUR5.5 million in cash investment) in relation to the first phase
of the joint venture operation (Phase 1) have been fulfilled, the
convertible shares will be converted into ordinary shares in each
subsidiary company such that Demir Export will hold a 25% ordinary
equity interest in each company. Demir Export can earn further
equity in each subsidiary company by meeting the commitments set
down in Phases 2 and 3 of the joint venture.
At 31 May 2022, Demir Export had invested EUR1,406,899 in the
subsidiary companies with convertible shares issued for the first
EUR1,000,000 of this investment and the balance to be issued post
year end in line with the agreement. This amount is recorded as a
non-controlling interest at the year end.
The joint venture agreements provide that in certain limited
circumstances, Demir Export will be entitled to a net smelter
royalty in the licences, capped at the level of investment made, in
lieu of their convertible shares should it exit or terminate its
involvement in the joint venture during the current Phase 1
stage.
31 May 31 May
2022 2021
EUR EUR
Conroy Gold Clontibret Limited 1,206,899 -
Conroy Gold Longford Down Limited 100,000 -
Conroy Gold Armagh Limited 100,000 -
---------- -------
1,406,899 -
========== =======
8. Commitments and contingencies
Exploration and evaluation activities
The Group has received prospecting licences under the Republic
of Ireland Mineral Development Acts 1940 to 1995 for areas in
Monaghan and Cavan. It has also received licences in Northern
Ireland for areas in Armagh in accordance with the Mineral
Development Act (Northern Ireland) 1969.
At 31 May 2022, the Group had work commitments of EUR328,055 (31
May 2021: EUR520,000) for year to May 2023, in respect of these
prospecting licences held. These commitments will be funded by
Demir Export A.S., the JV partner on Longford Down Massif as per
the agreed terms of the JV agreement.
The Group also hold prospecting license in Finland which are
currently under application for extending, however there are no
work or financial commitments in respect of these licenses as at 31
May 2022 (31 May 2021: EURNil)
9. Related party transactions
a) Details as to shareholders and Directors' loans and share
capital transactions with Professor Richard Conroy, Maureen T.A.
Jones, Séamus P. Fitzpatrick (former Director) and Dr. Sor a Conroy
(former Director) are outlined in in Note 12 of the consolidated
financial statements. The loans do not incur interest, are not
secured and will not be called upon within twelve months from the
date of signing of these consolidated financial statements.
b) For the financial year ended 31 May 2022, the Company
incurred costs totalling EUR99,873 (31 May 2021: EUR54,872) on
behalf of Karelian Diamond Resources P.L.C., which has certain
common shareholders and Directors. These costs were recharged to
Karelian Diamond Resources P.L.C. This intercompany account does
not incur interest and no final settlement of the balance has been
agreed. Both entities will continue to incur and share costs as
with prior years.
These costs are analysed as follows:
2022 2021
EUR EUR
Office salaries 72,469 49,048
Rent and rates 15,850 -
Other operating expenses 11,554 5,824
99,873 54,872
======= =======
c) At 31 May 2022, the Company recorded a receivable of
EUR199,806 from Karelian Diamond Resources P.L.C. (31 May 2021:
EUR169,933). Amounts from Karelian Diamond Resources P.L.C. are
included within "Trade and other receivables" in the current and
prior financial year statements. During the financial year ended 31
May 2022, EUR70,000 was paid by (31 May 2021: EUR173,530 paid to)
Karelian Diamond Resources P.L.C. to the Company. During the
financial year ended the Company charged Karelian Diamond Resources
P.L.C. EUR99,873 (31 May 2021: EUR54,872) in respect of the
allocation of certain costs as detailed in (b) above. The Group and
the Company will not seek repayment of amounts owed to it by
Karelian Diamond Resources P.L.C. within 12 months of the date of
approval of the consolidated financial statements. No interest is
incurred on this intercompany account and there are no other terms
or conditions attached.
d) At 31 May 2022, Conroy Gold Limited owed EUR519,133 (31 May 2021: EUR519,133) to the Company.
e) At 31 May 2022, the Company was owed EUR13,933 (31 May 2021:
EUR22,903) by Trans-International Oil Exploration Limited.
Professor Richard Conroy and Maureen T.A. Jones are Directors of
Trans-International Oil Exploration Limited. Professor Richard
Conroy holds 50.7% of the share capital of this company. A further
EUR35,885 (31 May 2021: EUR28,961) is owed by Conroy P.L.C., a
company in which Professor Richard Conroy has a controlling
interest. Amounts totalling EUR3,076 (31 May 2021: EUR5,290) were
owed by companies in which Professor Richard Conroy and Maureen
T.A. Jones hold a 50% interest each. The amounts owed by the
various companies are included within "Other receivables" in the
current and previous financial year's consolidated statement of
financial position and company's statement of financial
position.
f) At 31 May 2022, the Company was owed EUR107,596 (31 May
2021:EURNil) by Conroy Gold Clontibret Limited, EUR101,412 (31 May
2021:EURNil) by Conroy Gold Longford-Down Limited and EUR44,620 (31
May 2021:EURNil) by Conroy Gold Armagh Limited. These balances
relate to administration expenses that are recharged to the
subsidiaries from the Company as per the agreements with the
companies.
g) Details of key management compensation which comprises
Directors' remuneration is as set out in detail in Note 2 of the
consolidated financial statements.
h) Professor Garth Earls invoiced the Group for EUR9,785 (31 May
2021: EUR24,068) during the financial year for professional
services rendered to the Group. At 31 May 2022, Professor Garth
Earls was owed EUR33,331 (31 May 2021: EUR33,331) in respect of
these services. Brendan McMorrow invoiced the Group for EUR14,725
(31 May 2021: EUR24,500) during the financial year for professional
services rendered to the Group. At 31 May 2022, Brendan McMorrow
was owed EUR26,189 (31 May 2021: EUR26,189) in respect of these
services.
i) The Company raised EUR350,000 through the issue of two
unsecured Convertible Loan Notes to Hard Metal Machine Tools
Limited (the "Lender") during the year ended 31 May 2020. The
Lender is a company 99% owned by an existing shareholder of the
Company. Refer to Note 13 to the consolidated financial statements
for details of the interest charged and the conditions attached to
the loans.
10. Post balance sheet events
Post year end, the Company announced that it has received notice
of conversion from the Lender in relation to the convertible loan
notes which were issued as on 15 July 2019 and 30 October 2019. The
loan and all accrued interest will be converted into new ordinary
shares in the Company. The Company has made the application to the
London Stock Exchange for the new ordinary shares to be admitted to
trading on AIM. Upon admission to the AIM, Mr. Philip Hannigan will
have a beneficial interest in ordinary shares in the Company
representing 19.19% of the issued share capital of the Company.
The Company announced the results from the four drill holes in
the 3,000 metre eight-hole step-out drilling programme on its
Clontibret Gold deposit in Ireland that was carried out in
conjunction with the Company's joint venture partner, Demir Export
A.S.
The Company announced the issue of new ordinary shares to its
former non-executive director, Charles David Wathen, in lieu of his
outstanding fees. The Company made the application to the London
Stock Exchange for the new ordinary shares issued to be admitted to
trading on AIM and these shares were admitted to trading on AIM on
23 August 2022. As a result of these issues of ordinary shares post
year-end, the total number of ordinary shares in issue at the date
of signing of these financial statements is 44,756,101.
There were no further material events after the reporting year
requiring adjustment to or disclosure in these audited consolidated
and company's financial statements.
11. Approval of the audited consolidated financial statements
for the financial year ended 31 May 2022
These audited consolidated financial statements were approved by
the Board of Directors on 29 November 2022. A copy of the audited
consolidated financial statements will be available on the
Company's website www.conroygoldandnaturalresources.com and will be
available from the Company's registered office at 3300 Lake Drive,
Citywest Business Campus, Dublin 24, D24 TD21, Ireland.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
FR BKCBPOBDDBDB
(END) Dow Jones Newswires
November 29, 2022 12:55 ET (17:55 GMT)
Conroy Gold & Natural Re... (LSE:CGNR)
Historical Stock Chart
From Apr 2024 to May 2024
Conroy Gold & Natural Re... (LSE:CGNR)
Historical Stock Chart
From May 2023 to May 2024