28 February 2025
Conroy Gold and Natural Resources plc
(“Conroy”
or the “Company”)
Half-yearly
results for the six months ended 30 November
2024
Conroy
(AIM: CGNR), the Irish-based resource company focused on advancing
its “Discs of Gold” project in Ireland, is pleased to announce its results
for the six months ended 30 November
2024. Details of these can be found below and a full copy of
the interim results statement can be viewed on the Company’s
website.
Highlights:
-
Re-logging
programme for ca. 33,000 metres of drill core underway with focus
on 16,000+ metres at Clontibret.
-
Base
metals (zinc) scout drilling work in Northern Ireland and soil-sampling campaign to
help prioritize drilling targets on the 25km Skullmartin gold trend
carried out
-
Ongoing
discussions with potential strategic and financial partners on
defining and funding the next cycle of major investment in the
“Discs of Gold” project
-
Application
to the European Union for recognition of Clontibret, with its
antimony potential, as a strategic project
planned
-
Net
assets of the group were €20,898,161 at 30
November 2024 and the loss for the six month period was
€238,578.
The
Group raised £259,000 during the period.
John Sherman, Chairman, commented:
“During
the period we have identified base metal targets adjacent to the
Clay Lake gold target area, identified new gold targets
on the
Skullmartin trend,
commenced the re-logging of the Clontibret drill cores to upgrade
the current geological
model
and continued work on the other licence areas. We are also in
discussions with
potential partners regarding
the future funding of the gold projects."
For
further information please contact:
|
Conroy
Gold and Natural Resources plc
|
Tel:
+353-1-479-6180
|
|
John
Sherman, Chairman
Maureen
Jones, Managing Director
|
|
|
Allenby
Capital Limited (Nomad)
|
Tel:
+44-20-3328-5656
|
|
Nick
Athanas/Nick Harriss
|
|
|
Peterhouse
Capital Limited (Broker)
Lucy
Williams / Duncan Vasey
Lothbury
Financial Services
|
Tel: +44-20-7469-0930
Tel:
+44-20-3290-0707
|
|
Michael
Padley
|
|
|
Hall
Communications
|
Tel:
+353-1-660-9377
|
|
Don
Hall
|
|
Visit
the website at: www.conroygold.com
About the “Discs of Gold”
Project
Conroy
Gold’s “Discs of Gold” project in Ireland is defined by two parallel district
scale gold trends, extending over c.90km, which are 100% held under
license by the Company, and anchored by the Clontibret gold
deposit.
The
Clontibret target area contains a currently defined 517Koz gold
resource @ 2.0 g/t Au (320Koz Au Indicated and 197Koz Au Inferred
(2017)) which remains open in multiple
directions.
The
Company has identified a further seven gold targets in its license
area with the Clay Lake and Creenkill gold targets being of
particular interest.
Gold
occurs in multiple styles in the Company’s license area, including
free gold, refractory gold in arsenopyrite and gold associated with
pyrite and antimony (stibnite), suggesting multiple hydrothermal
events seeded the deposit. There are clear geological analogies
between the “Discs” targets and large gold deposits in Southeastern Australia and Atlantic Canada.
Chairman’s
Statement
Dear
Shareholder,
I present
your Company's Half-Yearly Report and Condensed Consolidated
Financial Statements for the six-month period ended 30 November 2024.
The period
has been one of change but continued progress on the “Discs of
Gold” project.
The death
in October of Professor Richard
Conroy, founder and untiring leader of your Company,
certainly counts as major change.
His
steadfast belief that Ireland had
significant potential for economic scale gold ore bodies finds its
expression in the “Discs” project, which the Company’s directors
and staff are all working diligently to advance.
Following
the agreement in April 2024 with
Demir Export to end their joint-venture partnership on good terms,
Conroy Gold has been further
progressing exploration activities initiated during the
partnership, including base metals (zinc) scout drilling work in
Northern Ireland and a
soil-sampling campaign to help prioritise drilling targets on the
25km Skullmartin gold trend.
The data
room for the “Discs of Gold” project was refreshed and updated with
the knowledge gained during the two years of partnership with
Demir, enabling the Company to engage in multiple, focused
partnership discussions.
Finally,
the Company initiated a re-logging programme for c. 33,000 metres
of drill core that will help inform and define choices in its next
cycle of major investment.
The
re-logging programme is a major undertaking, with the initial work
focused on the Clontibret gold deposit.
This
effort has allowed for a consistent logging approach and pXRF
analyses of the in excess of 16,000 metres of Clontibret core held
by the Company, including that drilled by former partners and
operators. Significant information is being gained regarding the
overall geometry of folded geology in the deposit. The re-logging
programme is enabling the construction of a 3D geological model to
help enhance the Company’s understanding of the controls to
mineralisation, particularly in relation to the Fosterville deposit model where grades
increase at depth.
A further
output from the work on the Clontibret gold deposit will be a
clearer understanding of the Antimony potential and its impact on
project economics.
The
deposit is actually sited on a historic antimony
mine.
The metal
is seeing record high prices, due to its recognition as a critical
mineral by many countries and its constrained
supply.
The
Company intends to apply to the European Commission for recognition
of Clontibret with its antimony potential as a strategic project
under the European Critical Raw Materials Act 2024 (“ECRMA”). The
ECRMA aims to administratively and financially support strategic
projects along the critical raw materials value chain to support
supply continuity.
The
overriding priority of the Company at present is to secure asset
level investment from strategic and/or financial partners to
underwrite the next cycle of major investment into the “Discs of
Gold” project.
The
upgrading of the geological model will provide a robust foundation
upon which follow up drill programmes will be
based.
Finance
The loss
after taxation for the half year ended 30
November 2024 was €238,578 (30
November 2023 - €326,246) and the net assets as at
30 November 2024 were €20,898,161
(30 November 2023 -
€24,527,955).
During the
period the Company raised £259,000 at 4.75
pence per share.
Warrants
were issued to participants in the Fundraising, exercisable at
9.5 pence.
Directors and staff
I would
like to thank my fellow directors, staff and consultants for their
continued support and dedication, which has enabled the Company to
achieve good progress over the period and following the death of
Professor Conroy the team has pulled together and intend to build
upon his legacy.
Outlook
Work
continues on the exploration and the re-logging of the drill core
so that we better understand the structure of the
formations.
We are in
the unusual position for a junior ming company to have full
ownership of the licences over two district scale gold trends which
the Company has discovered and the over-riding priority of the
Company is to secure asset level investment from strategic and/or
financial partners to underwrite the next cycle of major investment
in the “Discs of Gold” project.
Yours
faithfully,
___________________
John Sherman
Chairman
28 February 2025
Condensed consolidated income
statement
|
|
Six-month
period ended 30 November 2024
(Unaudited)
€
|
|
Six-month
period ended 30 November 2023
(Unaudited)
€
|
|
Year
ended 31 May 2024
(Audited)
€
|
|
|
|
|
|
|
|
|
Continuing
operations
|
|
|
|
|
|
|
Operating
expenses
|
(254,383)
|
|
(343,684)
|
|
(681,504)
|
|
Movement
in fair value of warrants
|
13,215
|
|
18,085
|
|
90,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
(241,168)
|
|
(325,599)
|
|
(591,101)
|
|
|
|
|
|
|
|
|
Finance
income – interest
|
3,240
|
|
-
|
|
6,481
|
|
Interest
expense
|
(650)
|
|
(647)
|
|
(1,300)
|
|
|
|
|
|
|
|
|
Loss
before taxation
|
(238,578)
|
|
(326,246)
|
|
(585,920)
|
|
|
|
|
|
|
|
|
Income tax
expense
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
Loss
for the financial period/year
|
(238,578)
|
|
(326,246)
|
|
(585,920)
|
|
|
|
|
|
|
|
|
Loss per share
|
|
|
|
|
|
|
Basic and
diluted loss per ordinary share
|
(€0.0048)
|
|
(€0.0069)
|
|
(€0.0123)
|
Condensed consolidated statement of comprehensive
income
|
|
Six-month
period ended 30 November 2024
(Unaudited)
€
|
|
Six-month
period ended 30 November 2023
(Unaudited)
€
|
|
Year
ended 31 May 2024 (Audited) €
|
|
|
|
|
|
|
|
|
Loss
for the financial period/year
|
(238,578)
|
|
(326,246)
|
|
(585,920)
|
|
|
|
|
|
|
|
|
(Expense)/Income
recognised in other comprehensive income
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
Total
comprehensive (expense) for the financial
period/year
|
(238,578)
|
|
(326,426)
|
|
(585,920)
|
Condensed
consolidated statement of financial
position
|
|
30
November 2024 (Unaudited)
|
|
30
November 2023 (Unaudited)
|
|
Year
ended 31 May 2024 (Audited)
|
|
|
€
|
|
€
|
|
€
|
|
Assets
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
Intangible
assets
|
28,737,557
|
|
27,596,208
|
|
28,405,738
|
|
Property,
plant and equipment
|
64,766
|
|
83,705
|
|
73,796
|
|
Financial
Assets
|
283,209
|
|
273,491
|
|
279,969
|
|
Total
non-current assets
|
29,085,532
|
|
27,953,404
|
|
28,759,683
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
Cash and
cash equivalents
|
167,057
|
|
264,096
|
|
143,532
|
|
Other
receivables
|
207,932
|
|
262,228
|
|
387,577
|
|
Total
current assets
|
374,989
|
|
526,324
|
|
531,109
|
|
|
|
|
|
|
|
|
Total
assets
|
29,460,521
|
|
28,479,728
|
|
29,290,792
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Capital
and reserves
|
|
|
|
|
|
|
Called up
share capital
|
10,559,406
|
|
10,552,280
|
|
10,552,150
|
|
Share
premium
|
16,447,666
|
|
15,935,676
|
|
16,058,756
|
|
Capital
conversion reserve fund
|
30,617
|
|
30,617
|
|
30,617
|
|
Share
based payments reserve
|
42,664
|
|
42,664
|
|
42,664
|
|
Other
reserve
|
1,277,857
|
|
71,596
|
|
1,277,857
|
|
Retained
deficit
|
(7,410,049)
|
|
(6,912,097)
|
|
(7,171,471)
|
|
Total
equity
|
20,898,161
|
|
19,720,737
|
|
20,740,573
|
|
Non
controlling interests
|
|
|
|
|
|
|
Convertible
shares in subsidiary companies
|
-
|
|
4,807,218
|
|
-
|
|
Total
non controlling interests
|
-
|
|
4,807,218
|
|
-
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
|
Finance
leases
|
6,617
|
|
16,272
|
|
11,445
|
|
Other
Creditors
|
4,501,410
|
|
-
|
|
4,501,410
|
|
Warrant
liabilities
|
4,671
|
|
209,790
|
|
14,492
|
|
Total
non-current liabilities
|
4,512,698
|
|
226,062
|
|
4,527,347
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
Trade and
other payables: amounts falling due within one year
|
3,912,660
|
|
3,588,713
|
|
3,885,873
|
|
Related
party loans
|
136,999
|
|
136,999
|
|
136,999
|
|
Total
current liabilities
|
4,049,659
|
|
3,725,711
|
|
4,022,872
|
|
|
|
|
|
|
|
|
Total
liabilities
|
8,562,357
|
|
3,951,773
|
|
8,550,219
|
|
|
|
|
|
|
|
|
Total
equity and liabilities
|
29,460,518
|
|
28,4789,728
|
|
29,290,792
|
Condensed consolidated statement of cash
flows
for the six-month period ended 30 November 2024
|
|
Six-month
period ended 30 November 2024
(Unaudited)
€
|
|
Six-month
period ended 30 November 2023
(Unaudited)
€
|
|
Year
ended
31
May
2024
(Audited)
€
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
(Loss) for
the financial period/year
|
(238,578)
|
|
(326,246)
|
|
(585,920)
|
|
Adjustments
for:
|
|
|
|
|
|
|
Depreciation
|
9,210
|
|
8,692
|
|
18,421
|
|
Interest
expense
|
650
|
|
650
|
|
1,300
|
|
Movement
in fair value of warrants
|
(13,215)
|
|
(18,085)
|
|
(90,403)
|
|
Decrease/(increase)
in other receivables
|
179,645
|
|
(137,399)
|
|
(262,749)
|
|
(Decrease)/increase
in trade and other payables
|
26,791
|
|
(118,826)
|
|
178,635
|
|
Interest
Income
|
(3,240)
|
|
-
|
|
(6,481)
|
|
Net
cash used in operating activities
|
(38,737)
|
|
(591,214)
|
|
(747,197)
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities
|
|
|
|
|
|
|
Investment
in exploration and evaluation
|
(331,819)
|
|
(1,264,292)
|
|
(2,073,821)
|
|
Purchase
of property plant and equipment
|
-
|
|
(694)
|
|
(694)
|
|
Net
cash used in investing activities
|
(331,819)
|
|
(1,264,986)
|
|
(2,074,515)
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
Receipts
from Joint Venture Partner
|
-
|
|
1,100,000
|
|
1,950,453
|
|
Issue of
Share Capital (net of costs)
|
399,560
|
|
467,809
|
|
467,809
|
|
(Payments
to) / receipts from finance leases
|
(5,479)
|
|
(5,477)
|
|
(10,953)
|
|
Net
cash provided by financing activities
|
394,081
|
|
1,562,332
|
|
2,407,310
|
|
|
|
|
|
|
|
|
Increase/(Decrease)
in cash and cash equivalents
|
23,525
|
|
(293,837)
|
|
(414,402)
|
|
Cash
and cash equivalents at beginning of financial
period/year
|
143,532
|
|
557,934
|
|
557,934
|
|
Cash
and cash equivalents at end of financial
period/year
|
167,057
|
|
264,096
|
|
143,532
|
Condensed consolidated statement of changes in
equity
for the six-month period ended 30 November 2024
|
|
Share
capital
|
Share
premium
|
Capital
conversion reserve fund
|
Share-
based payment reserve
|
Other
reserve
|
Retained
deficit
|
Total
equity
|
|
|
€
|
€
|
€
|
€
|
€
|
€
|
€
|
|
Balance
at 1 June 2024
|
10,552,150
|
16,058,756
|
30,617
|
42,664
|
1,227,857
|
(7,171,471)
|
20,740,573
|
|
Share
issue
|
7,256
|
398,673
|
-
|
-
|
-
|
-
|
405,929
|
|
Share
issue costs *
|
-
|
(9,763)
|
-
|
-
|
-
|
-
|
(9,763)
|
|
Loss
for the financial period
|
-
|
-
|
-
|
-
|
-
|
(238,578)
|
(238,578)
|
|
Balance
at 30 November 2024
|
10,559,406
|
16,447,666
|
30,617
|
42,664
|
1,227,857
|
(7,410,049)
|
20,898,161
|
|
|
|
|
|
|
|
|
|
|
Balance at
1 June 2023
|
10,549,187
|
15,698,805
|
30,617
|
42,664
|
71,596
|
(6,585,551)
|
19,807,318
|
|
Share
issue
|
3,093
|
485,075
|
-
|
-
|
-
|
-
|
488,168
|
|
Share issue
costs
|
-
|
(248,203)
|
|
|
|
|
(248,203)
|
|
Loss for
the financial period
|
-
|
-
|
-
|
-
|
-
|
(326,246)
|
(326,246)
|
|
Balance at
30 November 2023
|
10,552,280
|
15,935,677
|
30,617
|
42,664
|
71,596
|
(6,911,797)
|
19,720,737
|
Share
capital
The share
capital comprises the nominal value share capital issued for cash
and non-cash consideration. The share capital also comprises
deferred share capital. The deferred share capital arose through
the restructuring of share capital which was approved at General
Meetings held on 26 February 2015 and
14 December 2015.
Authorised
share capital:
The
authorised share capital at 30 November
2024 comprised 11,995,569,058 ordinary shares of €0.001
each, 306,779,844 deferred shares of €0.02 each, and 437,320,727
deferred shares of €0.00999 each (€22,500,000), (30 November 2023: 11,995,569,058 ordinary shares
of €0.001 each, 306,779,844 deferred shares of €0.02 each, and
437,320,727 deferred shares of €0.00999 each
(€22,500,000)).
*
Shares
and Warrants issued during the period:
During the
period ended 30 November 2024, the
company issued a total of 7,255,482 ordinary shares at a price of
£0.0475 per ordinary share, generating €488,168 for the company
through a combination of a fundraise of £259,000 and the
capitalisation of certain amounts owing by the company equal to a
further £85,345, being 1,802,851 fee shares.
Each share
issued carried a warrant to subscribe for one new ordinary share at
a price of £0.095 per ordinary share for every two shares
held.
The
warrants are exercisable at any point to 20
October 2025.
The value
of warrants issued were, being a cost of issue of the ordinary
shares, deducted from share premium in line with the Group’s
accounting policy.
Share
premium
The share
premium comprises the excess consideration received in respect of
share capital over the nominal value of the shares issued as
adjusted for the related costs of share issue in line with the
Company’s accounting policies.
Capital
conversion reserve fund
The
ordinary shares of the Company were re-nominalised from €0.03174435
each to €0.03 each in 2001 and the amount by which the issued share
capital of the Company was reduced, was transferred to the capital
conversion reserve fund.
Share
based payment reserve
The share
based payment reserve represents the amount expensed to the
condensed consolidated income statement in addition to the amount
capitalised as part of intangible assets of share-based payments
granted which are not yet exercised and issued as shares. During
the six-month period ended 30 November
2024 no warrants expired.
Other
reserve
The other
reserve comprises of the equity portion of convertible loans and
the gain on fair valuing of the net smelter royalty set out in Note
6.
Retained
deficit
This
reserve represents the accumulated losses absorbed by the Company
to the condensed consolidated statement of financial position
date.
The
accompanying notes form an integral part of these condensed
consolidated financial statements.
-
Accounting
policies
Reporting
entity
Conroy Gold and Natural Resources plc (the “Company”) is a
company domiciled in Ireland. The
unaudited condensed consolidated financial statements for the
six-month period ended 30 November
2024 comprise the condensed financial statements of the
Company and its subsidiaries (together referred to as the
“Group”).
Basis
of preparation and statement of compliance
Basis
of preparation
The
condensed consolidated financial statements have been prepared in
accordance with International Accounting Standard (“IAS”)
34: Interim
Financial Reporting.
The
condensed consolidated financial statements do not include all the
information and disclosures required in the annual consolidated
financial statements, and should be read in conjunction with the
Group’s annual consolidated financial statements as at 31 May 2024, which are available on the Group’s
website -
www.conroygold.com. The
accounting policies adopted in the presentation of the condensed
consolidated financial statements are consistent with those
followed in the preparation of the Group’s annual consolidated
financial statements for the year ended 31
May 2024.
The
condensed consolidated financial statements have been prepared
under the historical cost convention, except for derivative
financial instruments which are measured at fair value at each
reporting date.
The
condensed consolidated financial statements are presented in Euro
(“€”). € is the functional currency of the Group.
The
preparation of condensed 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 financial period in
which the estimate is revised and in any future financial periods
affected. Details of critical judgements are disclosed in the
accounting policies detailed in the annual consolidated financial
statements.
The
financial information presented herein does not amount to statutory
consolidated financial statements that are required by Chapter 4
part 6 of the Companies Act 2014 to be annexed to the annual return
of the Company. The statutory consolidated financial statements for
the financial year ended 31 May 2024
will be annexed to the annual return and filed with the Registrar
of Companies. The audit report on those consolidated financial
statements was unqualified.
These
condensed consolidated financial statements were authorised for
issue by the Board of Directors on 28
February 2025.
Going
concern
The Group
incurred a loss of €238,578
for the six-month period ended 30 November
2024 (30 November 2023:
€326,246). The Group had net current liabilities of
€3,674,672
at that date (30 November 2023:
€3,199,387).
The Board
of Directors have considered carefully the financial position of
the Group and in that context, have prepared and reviewed cash flow
forecasts for the period to 28 February
2026. In reviewing the proposed work programme for
exploration and evaluation assets, the results obtained from the
exploration programme, the ongoing support of directors and former
directors (representing in excess of €3.5 million of net current
liabilities) and the prospects for raising additional funds as
required, the Board of Directors are satisfied that it is
appropriate to prepare the condensed consolidated financial
statements on a going concern basis.
Recent
accounting pronouncements
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 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
condensed consolidated financial statements include the condensed
financial statements of Conroy Gold
and Natural Resources plc 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 condensed financial statements of subsidiaries
are included in the condensed 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 condensed consolidated financial
statements.
-
Loss per
share
|
Basic
earnings per share
|
|
|
Six-month
period ended 30 November 2024
(Unaudited)
€
|
|
Six-month
period ended 30 November 2023 (Unaudited) €
|
|
Year
ended 31 May 2024
(Audited)
€
|
|
Loss
for the financial period/year attributable to equity holders of the
Company
|
|
|
(238,578)
|
|
(326,246)
|
|
(582,920)
|
|
|
|
|
|
|
|
|
|
|
Number of
ordinary shares at start of financial period/year
|
|
|
47,848,693
|
|
44,756,101
|
|
44,756,101
|
|
Number of
ordinary shares issued during the financial period/year
|
|
|
7,255,482
|
|
3,092,592
|
|
3,092,592
|
|
Number of
ordinary shares at end of financial period/year
|
|
|
55,104,175
|
|
47,848,693
|
|
47,848,693
|
|
Weighted
average number of ordinary shares for the purposes of basic
earnings per share
|
|
|
49,881,823
|
|
47,518,252
|
|
47,687,709
|
|
Basic
loss per ordinary share
|
|
|
(€0.0048)
|
|
(€0.0069)
|
|
(€0.0123)
|
Diluted
loss per share
The effect
of share warrants is anti dilutive.
-
Subsidiaries
|
Shares
in 100% owned subsidiary companies
|
30
November 2024 (Unaudited) €
|
|
30
November 2023 (Unaudited) €
|
|
31 May
2024
(Audited)
€
|
|
Conroy
Gold (Longford – Down) Limited
|
9,116,824
|
|
9,116,823
|
|
9,116,824
|
|
Conroy
Gold (Clontibret) Limited
|
5,766,902
|
|
5,766,901
|
|
5,766,902
|
|
Conroy
Gold (Armagh) Limited
|
3,719,358
|
|
3,719,357
|
|
3,719,358
|
|
Conroy
Gold Limited
|
1
|
|
1
|
|
1
|
|
Armagh
Gold Limited
|
3
|
|
3
|
|
3
|
|
|
18,603,088
|
|
18,603,085
|
|
18,603,088
|
The
registered office of the above subsidiaries is 3300 Lake Drive,
Citywest Business Campus, Dublin
24, D24 TD21, Ireland.
-
Intangible
Assets
|
Exploration
and evaluation assets
|
|
|
|
|
|
|
|
|
|
Cost
|
30
November 2024 (Unaudited) €
|
|
30
November 2023 (Unaudited) €
|
|
31 May
2024
(Audited)
€
|
|
At 1
June
|
28,405,738
|
|
26,331,917
|
|
26,331,917
|
|
Expenditure
during the financial period/year
|
|
|
|
|
|
-
License
and appraisal costs
|
160,781
|
|
1,034,256
|
|
1,508,787
|
|
|
171,038
|
|
230,035
|
|
565,034
|
|
At 30
November/31 May
|
28,737,557
|
|
27,596,208
|
|
28,405,738
|
|
|
|
|
|
|
|
|
|
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 as a result of 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 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.
-
Warrant
liabilities
The
Company holds Euro and Sterling based warrants. The Company
estimates the fair value of the sterling-based warrants using the
Binomial Lattice Model. The determination of the fair value of the
warrants is affected by the Company’s share price at the reporting
date and share price volatility along with other
assumptions.
As part of
the share issue in October 2024, the
Company issued 7,255,482 warrants whereby one ordinary share could
be acquired for every two warrants held at an exercise price of
GBP 9.5 pence.
These
warrants expire in October
2025.
The fair
value of all warrants in issue at 30
November 2024 was €4,761 and the movement in fair value of
the warrants in the six month period to 30
November 2024 resulted in a non-cash gain of
€13,215.
-
Other
Creditors / Non-Controlling Interest
Convertible shares and Net Smelter
Royalty
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 made
investments in the following wholly owned subsidiaries of the
Company: Conroy Gold (Clontibret)
Limited, Conroy Gold (Longford Down)
Limited and Conroy Gold
(Armagh) Limited.
On
29 April 2024, the Company entered
into a binding agreement with Demir Export that resulted in Demir
Export exiting the joint venture.
Demir
Export had continued to spend on the project in the current
financial year and at the time of their exit, had invested a total
of €5,657,671 in the subsidiary companies covered by the joint
venture.
As a
result of the joint venture exit, Demir transferred all convertible
shares to the Company with the consideration being the granting by
the Company of a net smelter royalty interest payable from future
production.
The net
smelter royalty is calculated at a rate of 2% payable from
commercial production of minerals from the joint venture
licences.
The
royalty payment will be made from the first mine or mines that are
brought into production however the total payment under the net
smelter royalty is capped at the total amount invested by Demir
Export of €5,657,671.
This
transaction is treated as an asset acquisition under IFRS 3 with
the value of the intangible assets acquired being equal to the
investment into the subsidiary companies by Demir Export of
€5,657,671 and the consideration paid being the granting of the Net
Smelter Royalty to Demir Export which is capped at the amount of
the investment.
This
liability is carried as a non-current liability under other
creditors as it will only become payable when a fully permitted
mine is brought into production in one or more of the Group’s
licences.
The fair
value of the Net Smelter Royalty Liability as at 29 April 2024 (being the date of the
transaction), was calculated at €4,501,410 in accordance with the
Group’s accounting policies.
The
resultant reduction in liability of €1,156,261 is recognised as a
gain in the Statement of Changes in Equity and recorded as an
increase in other reserves on the Group’s Statement of Financial
Position.
The fair
value of the liability was considered at the period end in the
context of any potential changes in underlying assumptions and no
amendment made as any relevant changes were immaterial.
-
Trade and
other payables: amounts falling due within one
year
Included
in the payables figure of €3,912,660 is an amount of €3,522,684 in
respect of amounts owed to both current and former directors of the
Group who provide continuing support to the Group through renewing
annually a commitment not to seek payment of the amounts owed
unless the Group is in a position to discharge
them.
-
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 30 November
2024, the Group had work commitments of €48,000 for the year
to 30 November 2025 in respect of
these licences.
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 30
November 2024.
-
Subsequent
events
There were
no material events subsequent to the reporting date which
necessitate revision of the figures or disclosures included in the
financial statements.
- Related
party transactions
(a)
Apart from
Directors’ remuneration and participation in the share issue dated
9 October 2024, there have been no
contracts or arrangements entered into during the six-month period
in which a Director of the Group had a material
interest.
(b)
The Group
has an equity interest of 5,000,000 ordinary shares in Karelian
Diamond Resources PLC (“Karelian”) and entered into a convertible
loan note with Karelian in May 2023
which attracted an interest rate of 5% per annum, payable on the
redemption or conversion of the Loan Note.
The Loan
Note is convertible into ordinary shares at the option of the
Company at any time and was for an initial term of 18
months.
The conversion price is at a price of 5
pence per Karelian ordinary share.
The Group
has the right to seek conversion of the principal amount
outstanding on the convertible loan note and all interest accrued
at any time during the term.
The term
of the formal loan agreement ended in November 2024. The Group has been in discussions
on extending the term of the loan and post period end the parties
have agreed in principle to extend the term of the convertible loan
to 30 November 2025, however this
remains subject to, inter
alia,
finalisation of a variation agreement and any necessary regulatory
approvals under the AIM Rules for Companies. The parties are also
in discussions to amend the conversion price of the convertible
loan note as part of the variation agreement.
(c)
The Group
shares accommodation and staff with Karelian which have certain
common Directors and shareholders. For the six-month period ended
30 November 2024, the Group incurred costs totalling
€34,245
(30 November 2023: €49,597) on behalf of Karelian. These costs were
recharged to Karelian by the Group.
The Group
was owed €126,592 by Karelian as at 30 November 2024 (30 November
2023:
€69,870).
- Approval
of the condensed consolidated financial statements
These
condensed consolidated financial statements were approved by the
Board of Directors on 28 February 2025. A copy of the condensed
consolidated financial statements will be available on the Group’s
website
www.conroygold.com on 28
February 2025.