REG-Conroy Gold & Natural Resources Plc: Agreement re. restructuring of liabilities & RPT

Conroy Gold and Natural ResourcesAnnouncement

28/08/2025 07:02

PRIOR TO PUBLICATION, THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT WAS
DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF
REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED
TO BE IN THE PUBLIC DOMAIN.

28 August 2025

 


 

Conroy Gold and Natural Resources plc

(“Conroy Gold” or “the Company”)

 

AGREEMENT ENTERED INTO TO RESTRUCTURE LIABILITIES INTO SUCCESS-LINKED
INSTRUMENTS

 
* €3.36 million of monies owed to certain directors and former directors to
be restructured into capped net smelter royalty
* 7-year options with an exercise price of 30p to be issued to participants
* Agreement makes permanent the long-standing practice of annual deferral of
repayment of amounts owing to directors and former directors
 

Conroy Gold and Natural Resources PLC (AIM: CGNR) is pleased to announce it
has signed an agreement with certain past and current directors (the
“Participants”) to restructure amounts owed to them by the Company in
respect of accrued fees and other emoluments into an entitlement that links
payment of those amounts to commercial production and a material increase in
the Company’s share price (the “Agreement”).  

The arrangements set out in the Agreement formally align the interests of the
Participants with those of the Shareholders on the issue of amounts owed for
past service. The Agreement also codifies support for the Company from the
Participants, which has been their long-standing practice as part of the
approval of the Company’s annual report and accounts. 

 

The Company will seek shareholder approval for the Agreement at or before the
annual general meeting relating to the financial year ended 31 May 2025, to be
held no later than 31 December 2025. The Agreement is binding and subject only
to shareholder ratification of certain aspects of the Agreement relating to
the granting of a Net Smelter Royalty (the “NSR”) and the proposed issue
of Share Options to the Participants.  On the basis of shareholder approval
for the Agreement being granted, the details of the restructuring of the
liabilities will be accounted for in the financial statements for the year
ending 31 May 2026.   

 

The key details of the Agreement are as follows:

 
* €0.20 of every €1.00 of amounts owing to the Participants (i.e. 20%) has
been written off with effect from the date of the Agreement with the remaining
balance of €0.80 (i.e. 80%) being subject to an annual inflation adjustment
of 3% capped at the original amount owing to the Participants.
* The balance of 80% of amounts owed to the Participants will be deferred for
a period of four years from the date of the Agreement after which the amounts
will only be repaid from commercial production at the mine(s) established on
the areas covered by licences in the Orlock Bridge or Skullmartin gold trends
through the NSR at a rate of 2%.   
* The terms governing the NSR agreement are consistent to those given to Demir
Export (see the Company’s announcement of 29 April 2024) other than an
inflation rate being applied at 3% per annum up to a cap of the original
amount owing.  The net smelter return of 2% would be paid to the Participants
from commercial production calculated on the sales of minerals.
* The Participants are also proposed to be issued with 8.067 million 7-year
share options at an exercise price of 30p.   The exercise price is a
multiple of 5.66 times the mid-market share price as at close of business on
27 August 2025 of 5.30p.  The 7-year option period would commence on the date
of the approval by the Shareholders of the option agreement. 
* The Participants relinquish their right to demand immediate payment of the
remaining 80% of amounts owed and pending shareholder ratification, formally
undertake not to call on any of the amounts owing to them as at 31 May 2025
for a period until 30 November 2026 unless the Company is in a position to
pay, should shareholder approval for the Agreement not be forthcoming.
* The decision to participate is a voluntary, individual choice for each
current and former director.
 

As of the date of this announcement, the Agreement has been signed by
directors and former directors accounting for a total of €3,361,507 of an
overall liability amount of approximately €3.5 million owing to all current
and former directors in respect of accrued salaries and directors fees. 
These accrued salaries and directors’ fees have been accrued over a period
of over 13 years since the financial year ended 31 May 2012.

 

The confirmed participants include the following current directors:

 

(i)                  John Sherman, Chairman (total amount
owing €21,427);

(ii)                Maureen Jones, Managing Director (total
amount owing €1,238,565);

(iii)              Brendan McMorrow, Non-Executive Director
(total amount owing €46,627); and

(iv)              Cathal Jones, Finance Director, (total amount
owing €74,523).

 

The following former directors are also participating:

 

(i)                  Dr. Sorca Conroy (total amount owing
€57,138);

(ii)                James Jones (total amount owing
€273,769); and

(iii)              The Estate of Professor Richard Conroy (total
amount owing €1,649,458). 

 

The Company remains in discussions with certain other former directors, with
the view to further participants entering into the Agreement prior to the
shareholder meeting.  Full details of all participants, including any
additional former directors who sign the Agreement subsequent to this
announcement, will be announced by the Company ahead of the shareholder
meeting.

 

The participating amounts of €3,361,507 as set out above have been reduced
to an initial cash entitlement of €2,689,205, payment of which is deferred
subject to an annual inflation adjustment and ultimately will be repaid via
the NSR from commercial production.  Options over 8,067,615 ordinary shares
will also be granted on a pro-rata basis between the confirmed participants. 
 The options, assuming all are exercised, would represent 12.77% of the
enlarged share capital on the basis of the total ordinary shares currently in
issue of 55,104,175.

 

See Appendix I for a schedule setting out by confirmed participant, the
initial cash entitlement to be paid via the NSR and the number of options
proposed to be issued.

 

Mr John Sherman, the Company’s Chairman, commented: “The agreement reached
by the Company with past and current directors to link payment of past amounts
owed to commercial production and material share price appreciation is
anticipated to help the Company attract new investment to advance its “Discs
of Gold” project.  The agreement recognises the value of the work by these
directors in discovering two district scale gold trends and license the
related targets.  It also represents a continuation of their steadfast
support for the Company and its successful development. I look forward to
securing shareholder support for the agreement.”

LIABILITY RESTRUCTURE - RELATED PARTY TRANSACTIONS

The entry by the Company and the Participants (excluding James Jones) into the
Agreement and related documentation required to give effect to the terms of
the Agreement are deemed to be related party transactions pursuant to rule 13
of the AIM Rules for Companies.

 

Professor Garth Earls and Howard Bird in their role as independent directors
for the proposals, having consulted with the Company’s nominated adviser,
Allenby Capital Limited, consider that the terms of the Agreement are fair and
reasonable insofar as Shareholders are concerned.

 

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 per
cent. 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 of Gold” targets and large gold
deposits in Southeastern Australia and Atlantic Canada.

 

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

 

 


Appendix I

 

Schedule setting out NSR entitlement and 7 Year Call Options at 30p per Share
to be issued:

 

                                         Number of Options at 30p per Share  Initial NSR Entitlement €    
 DIRECTORS                                                                                                
 John Sherman                            51,424                              17,141                       
 Maureen Jones                           2,972,556                           990,852                      
 Brendan McMorrow                        111,905                             37,302                       
 Cathal Jones                            178,885                             59,618                       
 Total Directors                         3,314,740                           1,104,913                    
                                                                                                          
 FORMER DIRECTORS                                                                                         
 The Estate of Professor Richard Conroy  3,958,698                           1,319,567                    
 James Jones                             657,046                             219,015                      
 Dr Sorca Conroy                         137,131                             45,710                       
 Total Former Directors                  4,752,875                           1,584,292                    
                                                                                                          
 Overall Total                           8,067,615                           2,689,205                    

 

 4225537_0.jpeg (https://mb.cision.com/Public/22621/4225537/8ea972e826fd489b_org.jpeg)  



Copyright (c) 2025 PR Newswire Association,LLC. All Rights Reserved