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REG-Conroy Gold & Natural Resources Plc: Final Results for the year to 31 May 2024

 

28 November 2024

 


 

 

Conroy Gold and Natural Resources plc

(“Conroy Gold” or “the Company”)

 

 

FINAL RESULTS FOR THE YEAR TO 31 MAY 2024

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 2024.

 

Highlights:

 
* The Company’s exploration project, with its world class gold potential in
the Longford – Down.   Massif across Ireland and Northern Ireland, has now
been named the Discs of Gold Project.  The Discs of Gold Project is defined
by two parallel district scale gold trends (the Orlock Bridge and Skullmartin
trends) extending over 90 km and anchored by the Clontibret gold deposit.
 
* The Company has established a dominant land position of over 1,000 km²
(with licences 100% held) over the Orlock Bridge and Skullmartin gold trends.
Eight exploration targets have been identified to date.
 
* The Clontibret to Clay Lake prospect, a 7km zone of the Orlock Bridge trend,
represents a particularly attractive growth area. Broad zones of stockwork and
shear zone hosted mineralisation haves been discovered along the Orlock Bridge
Fault corridor in both prospects with intersections of 95m @ 1.0g/t Au
(Clontibret) and 100m @ 0.6g/t Au (Clay Lake).
 
* Re-logging programme covering over 30,000m of drill core to extract more
comprehensive and consistent information commenced.  The ongoing learnings
from this effort will inform our choices for the next cycle of major
investment in the project.
 
* In April 2024, the Company entered into a binding agreement with Demir
Export A.Ş. (“Demir Export”), the Company’s Joint Venture Partner that
resulted in Demir Export exiting their Joint Venture (“JV”) Framework
Agreement with a net smelter royalty (“NSR”).   Demir Export expended a
total of €5,657,671.
 

Chairman, John Sherman, commented:

 

“This is a sad time for the Company, and all involved with it following the
recent passing of Conroy’s founder and inspiration Professor Richard
Conroy.  It has now fallen to myself and my colleagues to build upon the work
done to date and to deliver Richard’s vision of an operational gold mine in
Ireland.”

 

Annual Report and Accounts for the year to 31 May 2024

 

The full audited annual report and accounts for the year to 31 May 2024 will
be posted to shareholders today and will be published on the Company's website
(www.conroygold.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 18 December 2024. 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                                                          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

 

Key Information Extracted from Annual Report and Accounts

 

Chairman’s statement

 

Dear Shareholder,

 

I write to present your Company’s Annual Report and Consolidated Financial
Statements for the year ended 31 May 2024.  I do so with sadness, as
Professor Richard Conroy, the Company’s founder and Executive Chairman,
passed away last month following a short illness.

 

Professor Conroy had a vision that Ireland would become a world leader in
exploration and mining.  Following his leadership in developing a major zinc
mine in Galmoy, he turned to gold, where he believed Ireland had significant
potential for economic scale ore bodies.  He founded your Company, rooted in
the knowledge of gold evidenced at a historic antimony mine at Clontibret, to
capitalise on this opportunity.  He leaves your Company with a strong
foundation for success from this belief with the Discs of Gold project.

 

The Company’s exploration project, with its world class gold potential in
the Longford – Down Massif across Ireland and Northern Ireland, has now been
named the Discs of Gold Project.  The name refers to the two gold “Sun
Discs” found in Tydavnet, Co. Monaghan, adjacent to the Company’s licence
area. These magnificent gold ornaments date from circa 4,000 years ago and are
part of the National Museums of Ireland’s collection.

 

The Discs of Gold Project is defined by two parallel district scale gold
trends (the Orlock Bridge and Skullmartin trends) extending over 90 km and
anchored by the Clontibret gold deposit. The Clontibret target area contains a
currently defined 517,000oz at 2g/t Au (2017 Indicated & Inferred Resource),
which remains open in all directions.

 

Gold occurs in multiple environments in the Discs of Gold license area,
suggesting multiple hydrothermal events, including free gold, refractory gold
in arsenopyrite and gold associated with pyrite and antimony.  There are thus
clear geological analogies between the Discs of Gold targets and large gold
deposits in Southeastern Australia (e.g. Agnico Eagle’s 10Moz Au Fosterville
deposit) and Atlantic Canada (e.g. St Barbara’s Atlantic operations (~ 2Moz
Au), Calibre Mining’s Valentine Lake deposit (5Moz+ Au, Measured, Indicated
and Inferred) and New Found Gold’s Queensway project).

 

The Company has established a dominant land position of over 1,000 km2  (with
licences 100% held) over the Orlock Bridge and Skullmartin gold trends. Eight
exploration targets have been identified to date, five of which have proven
gold in bedrock through drilling.

 

The Clontibret to Clay Lake prospect, a 7km zone of the Orlock Bridge trend,
represents a particularly attractive growth area. Broad zones of stockwork and
shear zone hosted mineralisation has been discovered along the Orlock Bridge
Fault corridor in both prospects, including intersections of 95m @ 1.0g/t Au
(Clontibret) and 100m @ 0.6g/t Au (Clay Lake), with negligible drill testing
of the geochemical anomalism in between. Gold occurs in the area in multiple
environments, suggesting multiple hydrothermal events, including free gold in
veins, refractory gold in arsenopyrite, and refractory gold in antimony.

 

Clontibret is centred on a historic antimony mine. The antimony mineralisation
represents a value lever yet to be incorporated into Discs of Gold project
economics.  Antimony (Sb) is now classified as a critical metal by many
countries, including the USA, UK and EU.  Its price has hit record highs this
year reflecting increased demand relative to a constrained supply.  The
ongoing work to upgrade the Company’s geological mode includes a focus on
the antimony mineralisation, controls and its potential contribution to
project economics.

 

Work programmes have been established to build a robust geological model,
identify controls to mineralisation, progress and advance each target and
realize the full growth potential of this emerging district.  New
partnerships models are being considered by the Company to advance this growth
potential of the Discs of Gold Project, including the potential for the
development of one, or more, gold mines along the district gold trends which
the Company has discovered.

 

Ireland is a favourable mining jurisdiction with an attractive fiscal
framework. It is No 1 for Policy Perception Index (Fraser Institute 2021). 
There is a significant mining history with currently active mines, excellent
road and power infrastructure and access to experienced, in-country technical
services. The licencing system provides security of tenure through to the
exclusive right to apply for a mining licence.  Furthermore, there is an
attractive fiscal framework with a corporation tax rate of 25% and a
competitive royalty system.

 

Corporate Update

The financial year ended 31 May 2024 was marked by the important corporate
developments that impacted the Board of Directors and the ending of the
partnership with Demir Export A.Ş initially established in 2022.

 

I was appointed to the Board and elected Deputy Chairman in January and
subsequently appointed as Chairman on 4 November 2024.  My background
includes over twenty-five years of public markets experience as an equity
analyst at JP Morgan Securities (New York) and with T. Rowe Price Group
(London and Baltimore).  Two further appointments were made in May to
strengthen the Board:

 

•                     Cathal Jones, as Finance Director,
has over fifteen years corporate experience with big 4 accounting firms and a
further nine years senior executive experience in both oil and gas and mineral
exploration and development.

 

•                     Marian Moroney, a recognised and
accomplished leader in the exploration and mining industry with over thirty
years’ experience in exploration, mining, strategic planning, governance,
identifying new business opportunities, joint venture management and
oversight, and mergers and acquisitions.

 

On 29 April 2024, the Company entered into a binding agreement with Demir
Export A.Ş. (“Demir Export”), the Company’s Joint Venture Partner that
resulted in Demir Export exiting their Joint Venture (“JV”) Framework
Agreement with a net smelter royalty (“NSR”).   Demir Export expended a
total of €5,657,671 across the licences covered by the JV since the JV
became unconditional on 31 March 2022.  Under the terms of the NSR Agreement,
with effect from commercial production, a net smelter return, at a rate of 2%,
will be paid to Demir Export calculated on the sales of minerals. The maximum
aggregate amount payable shall be capped at the amount of the total investment
by Demir Export and does not accrue interest.  The Company retains 100%
ownership of the exploration licenses.

 

I would like to express my appreciation for the contribution which Demir
Export has made in conjunction with Conroy Gold to the continued success of
the Company’s exploration programme, and its potential for gold deposits
with high tonnage and overall gold content.

 

As part of the work programme noted above, the Conroy Gold geological team has
subsequently initiated a re-logging program covering over 30,000m of drill
core to extract more comprehensive and consistent information.  The ongoing
learnings from this effort will inform our choices for the next cycle of major
investment in the project, including in the context of potential joint venture
partnerships.

 

Environmental, Social and Governance Issues

Environmental, Social and Governance issues are of crucial importance at all
stages of mining. This is particularly the case as we move towards mining
development.  The Company places great emphasis 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.

 

As Chairman of the Board, I am required 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.

 

Financials

The loss after taxation from continuing operations for the financial year
ended 31 May 2024 was €585,920 (year ended 31 May 2023: €362,829).  As at
31 May 2024, the Group had cash reserves of €143,532 (year ended 31 May
2023: €557,934) and net assets of €20,740,573 (year ended 31 May 2023:
€19,807,318).

 

On 9 October 2024, the Company raised €411,495 (£344,635) through the issue
of 7,255,482 new ordinary shares of €0.001 in the capital of the company at
a price of £0.0475 per share.

 

Directors and Staff

I would like to express my deepest appreciation for the support and dedication
of the Directors, including my fellow new directors, staff and consultants
which has made possible the continued progress and success which the Company
has achieved during the year.

 

 

 

 

 

John Sherman

Chairman

 

27 November 2024

 

 

 

Professor Richard Conroy – an Appreciation

 

 

Professor Richard Conroy (1933 – 2024) – Former Chief Executive and
Chairman of the Board of Directors

Professor Richard T. W. L. Conroy, who died on the 14th October 2024, was a
proud Irishman whose life in all its forms was an inspiration to all,
especially those close to him and those who will remember him for his devotion
to family, his great faith and enduring courtesy, and for his work in public
office, medicine, education and natural resources exploration and development.

 

His was a long and productive life exemplified by his many undertakings and
achievements. He leaves a rich legacy not least amongst those who loved and
admired him as family, neighbours, colleagues, and all who enjoyed his
friendship, and amongst those dedicated colleagues and associates inspired by
his incredible intellect, energy and passion. 

 

Born in Birmingham in 1933, Richard returned to Ireland at age 5, prior to the
demise of his father, himself a Professor of Spanish.

 

A gentleman, entrepreneur, businessman, diplomat and politician, Richard was
deeply devoted to his family, and generous in contributing his deep knowledge,
experience, and expertise to a wide range of disciplines across the many and
varied fields in which he was successful.  Qualified as a medical doctor, his
pioneering work on the study of Circadian Rhythms gained him his PhD. In 1969
he was appointed Professor of Physiology at the Royal College of Surgeons in
Ireland -   one of the youngest ever professional appointments in the
British Isles, and a post he held until his retirement in 1998. 

 

A Founder Fellow of the Faculty of Occupational Medicine and an eundem Fellow
of the Royal College of Physicians of Ireland, Richard brought his business
acumen to the fore as Chairman of Tallaght Hospital Board, successfully
overseeing its construction and commissioning, under budget and on time.

 

A proud Irishman and member of Fianna Fail, he was elected a member of Seanad
Eireann on two separate occasions (1977-1981 & 1989-1993) holding posts as
Government spokesman in the Upper House on Industry and Commerce, Foreign
Affairs, and Northern Ireland.   In local government, he served as a member
of Dublin County Council for Ballybrack (1991-1994) and Dún
Laoghaire-Rathdown County Council (1994-1999) holding the position of
‘Cathaoirleach’ (Chairman).  Until his death, Richard also represented
Ireland as member of the Executive Council and Chairman of the Irish group on
the Trilateral Commission - a body founded in 1973 to foster closer
cooperation between Western Europe, Japan, and North America.

 

A champion of the Irish natural resource sector, Richard’s fascination with
the world of geology, the process of exploration, the joy of discovery, and
his unswerving drive to prove that Ireland is indeed a nation ‘rich in
natural resources’ together combined to find expression in a way that
younger generations now working in the sector may well reflect upon with
admiration.    His activities in the natural resource sector began with the
establishment of Trans-International Oil Exploration Ltd in 1975 – a venture
that later merged with Aran Energy and was subsequently acquired by Statoil in
1979.

 

Enough to light the flame that was to inspire him throughout his commercial
life, Richard founded Conroy Petroleum and Natural Resources in 1980 which,
only six years later, went on to discover the Galmoy, Co. Kilkenny zinc and
lead deposit.

Critical for the revival of the minerals industry in Ireland - it being the
first commercial discovery since the Navan mine in 1970 - Richard brought
Galmoy from a greenfield discovery through feasibility studies, the
environmental impact phase, and the permitting process. This vital work led to
the emergence of Galmoy as an operating mine, generating over 200 jobs within
the local area, 300 additional jobs in the wider economy, and a contribution
to the State of €65m in royalties, taxes, and rates. (Significant in this
context was the discovery along trend in 1990 of the adjacent Lisheen deposit)

 

Before moving into gold exploration with the setting up of Conroy Diamonds and
Gold, Richard’s appetite for exploration had been whetted by the success of
Stoneboy consortium whose discovery of the Pogo gold deposit in Alaska
transformed into a world-class gold mine that is still in production.

 

With Conroy Diamonds and Gold formed, Richard turned his focus towards
Clontibret in Co. Monaghan, inspired by his memory as a young man of a gold
discovery made there in 1956, down what was an old Antimony mine.

 

Virtually in parallel, his knowledge of Finland, the story of a diamond found
in till in Eastern Finland, and his awareness that significant diamond
deposits existed across the border in Russia, together led Richard and Conroy
Diamonds and Gold to conduct a diamond exploration programme in that country.

 

One of the first foreign companies granted an exploration licence after
Finland had opened its doors to foreign investment, in order to facilitate
this and other plans he had in mind, Karelian Diamond Resources was formed
while Conroy Diamonds and Gold evolved into the more appropriately named
Conroy Gold and Natural Resources.   Pursuing his belief - triggered by his
memory of gold found there in an old Antimony mine – Richard steered Conroy
Gold and Natural Resources towards Clontibret where - through an extensive
exploration programme - a 517,00- ounce Au JORC Resource, open in all
directions, has been defined there in the heart of what later proved to be the
highly-prospective Longford-Down Massif.

 

Fervent in his belief that Ireland was an emerging gold province with
significant potential for economic scale ore bodies, Richard’s inquisitive
mind led him to explore the wider potential of the region, a pursuit in which
two district scale gold trends were discovered: the Orlock and Skullmartin
discoveries with a combined surface gold anomalism of 90kms.   This
systematic approach to exploration recently led to the discovery of visible
123.0 g/t Au (native) gold in outcrop.  In Finland, his leadership at
Karelian Diamond Resources has moved the dial forward from a belief that
diamonds may exist there to the discovery of a new emerging kimberlite
province in that country’s Kuhmo region.

 

There, the Company has discovered the Riihivaara kimberlite and established
the Seitaperä kimberlite pipe as the largest (6.9Ha) kimberlite in Finland.
In addition, the Company has discovered a green diamond in till and identified
a series of significant regional kimberlitic indicator mineral anomalies.

 

Of special interest is the Lahtojoki diamond deposit acquired by the Company
– now at an advanced stage of being granted a mining permit to proceed with
development. A key feature of the Lahtojoki diamond deposit highlighted by
Richard is the significant percentage of coloured (pink) diamonds believed to
be present there which, upon recovery, would create at Lahtojoki the first
diamond mine in the EU.   Richard’s vision always was the discovery of
world class deposits that could be proven economic through development into
mines: a vision he demonstrated at Galmoy and Pogo, and currently in the
development of Clontibret and at Lahtojoki.

 

Ever focused as he was, he had an amazing eye for detail, a naturally
inquisitive mind, and an ability to look at things just slightly differently,
manifest in the number of successes he has seen, and in his contention that a
‘little bit of luck’ is very often the vital element that every successful
explorer needs.   Intrigued by that thought, and by the story of the
discovery in 1816 of a diamond in Co. Fermanagh known as ‘The Brookeborough
Diamond’, another major chapter in the life of Professor Richard Conroy has
opened which, at his death, was coming to fruition.   Code named the
Fermanagh Ni-Cu-PGE project, it represents yet another example of the genius
that Richard brought to his various undertakings. With the knowledge in the
mid-1990s of the discovery in Fermanagh - revealing potential kimberlite
indicator minerals – Richard felt that further investigation was warranted,
particularly in conjunction with the TELLUS airborne geophysical data.

 

As the world class Nickel discovery at Voisey’s Bay in Canada would suggest,
diamond exploration can sometimes lead to the discovery of
Nickel-Copper-PGE.    Following positive results from a stream sampling
programme on Karelian’s licences, the exploration programme carried out by
the Company in Fermanagh led to an exciting new development: revealed in a
detailed technical review was the potential for the discovery in Northern
Ireland of a major Nickel, Copper, and Platinum Group elements deposit.

 

A steadfast and consistent voice in the support and promotion of the Irish
exploration and mining industry, and the attractiveness of Ireland as a
destination for inward investment, Richard was a popular and familiar delegate
and exhibitor at leading industry-related events.  A steadfast supporter of
the Irish Association for Economic Geology, he attended all major events,
always willing to provide sponsorship for activities - one being the
Prospectors Developers Association Convention in Toronto. 

 

From Medicine to Mining, Richard has left a rich and enduring legacy. Those
close to him will be sustained by the memory of an exceedingly kind and
courteous gentleman and a man of great faith;  a loving family man devoted to
his late wife Pamela, and to his daughters Deirdre and Sorca, his
grandchildren, sons-in-law and their loved ones all. May he Rest in Peace.

 

Ní bheidh a leithéid arís ann, ar dheis Dé go raibh a anam dilis.

 


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 attention to Note 1 in the financial statements, which indicates that
as at 31 May 2024 the Group incurred a loss of €585,920 and the Company
incurred a loss of €567,463 and, as of that date, the Group and Company had
net current liabilities of €3,491,763 and €3,185,277 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
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 Company’s
ability to continue to adopt the going concern basis of accounting included:

 
* obtaining an understanding of the Group and 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 Company from the directors
and former directors (as applicable) evidencing that they will not seek
repayment of amounts owed to them by the Group and Company within 12 months of
the date of approval of the financial statements, unless the Group and/or
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 statement of profit or loss

For the financial year ended 31 May 2024

 

                                                                 
                                       2024           2023       
                                       €              €          
                                                                 
 Continuing operations                                           
                                                                 
 Operating expenses                    (681,504)      (604,891)  
 Movement in fair value of warrants    90,403         257,050    
                                                                 
 Operating loss                        (591,101)      (347,841)  
                                                                 
 Finance income – interest             6,481          3          
 Interest expense                      (1,300)        (14,991)   
                                                                 
 Net finance income / (expense)        5,181          (14,988)   
                                                                 
                                                                 
 Loss before taxation                  (585,920)      (362,829)  
                                                                 
 Income tax expense                    -              -          
                                                                 
 Loss for the financial year           (585,920)      (362,829)  
                                                                 
 Loss per share                                                  
 Basic loss per share                  (0.0123)       (0.0083)   

 

 Diluted loss per share    (0.0123)      (0.0083)  

 

The total loss 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 2024

 

 

                                                    2024           2023       
                                                    €              €          
                                                                              
 Loss for the financial year                        (585,920)      (362,829)  
                                                                              
 Income recognised in other comprehensive income    -              -          
                                                                              
 Total comprehensive loss for the financial year    (585,920)      (362,829)  

 

Loss for the financial year attributable to:

 Equity holders of the Company    (585,920)      (362,829)  

 

Total comprehensive loss for the financial year attributable to:

 Equity holders of the Company    (585,920)      (362,829)  

 

 

Consolidated statement of financial position

as at 31 May 2024

                                                  31 May 2024    31 May 2023    
                                                  €              €              
 Assets                                                                         
 Non-current assets                                                             
 Intangible assets                                28,405,738     26,331,917     
 Property, plant and equipment                    73,976         91,703         
 Financial assets                                 279,969        273,491        
 Total non-current assets                         28,759,683     26,697,111     
                                                                                
 Current assets                                                                 
 Cash and cash equivalents                        143,532        557,934        
 Other receivables                                387,577        124,828        
 Total current assets                             531,109        682,762        
                                                                                
 Total assets                                     29,290,792     27,379,873     
                                                                                
 Equity                                                                         
 Capital and reserves                                                           
 Share capital presented as equity                10,552,150     10,549,187     
 Share premium                                    16,058,756     15,698,805     
 Capital conversion reserve fund                  30,617         30,617         
 Share-based payments reserve                     42,664         42,664         
 Other reserve                                    1,227,857      71,596         
 Retained deficit                                 (7,171,471)    (6,585,551)    
 Total capital and reserves                       20,740,573     19,807,318     
                                                                                
 Non-controlling interests                                                      
 Convertible shares in subsidiary companies       -              3,707,218      
 Total non-controlling interests                  -              3,707,218      
                                                                                
 Liabilities                                                                    
 Non-current liabilities                                                        
 Leases due in more than 1 year                   11,445         21,100         
 Other Creditors                                  4,501,410      -              
 Warrant liabilities                              14,492         -              
 Total non-current liabilities                    4,527,347      21,100         
                                                                                
 Current liabilities                                                            
 Trade and other payables                         3,885,873      3,707,238      
 Related party loans                              136,999        136,999        
 Total current liabilities                        4,022,872      3,844,237      
                                                                                
 Total liabilities                                8,550,219      7,572,555      
                                                                                
 Attributable to equity holders of the Company    29,290,792     27,379,873     

 

 Total equity, non-controlling interests and liabilities    29,290,792    27,379,873  

 

The financial statements were approved by the Board of Directors on 27
November 2024 and authorised for issue on 28 November 2024. They are signed on
its behalf by:

 

 

Consolidated statement of changes in equity

for the financial year ended 31 May 2024

 

 

                                                        Share capital  Share premium  Capital conversion reserve fund  Share-based payment reserve  Other reserve  Retained deficit  Total equity  
                                                  Note  €              €              €                                €                            €              €                 €             
 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                                      16    2,963          485,204        -                                -                            -              -                 488,167       
 Share issue costs                                14    -              (125,253)      -                                -                            -              -                 (125,253)     
 Gain on acquisition of non-controlling interest  15    -              -              -                                -                            1,156,261      -                 1,156,261     
 Loss for the financial year                            -              -              -                                -                            -              (585,920)         (585,920)     
 Balance at 31 May 2024                                 10,522,150     16,058,756     30,617                           42,664                       1,227,857      (7,171,471)       20,740,573    
                                                                                                                                                                                                   
                                                        Share capital  Share premium  Capital conversion reserve fund  Share-based payment reserve  Other reserve  Retained deficit  Total equity  
                                                        €              €              €                                €                            €              €                 €             
 Balance at 1 June 2022                                 10,543,694     15,256,556     30,617                           42,664                       79,929         (6,222,722)       19,730,738    
 Share issue                                      16    5,493          442,249        -                                -                            (8,333)        -                 439,409       
 Loss for the financial year                            -              -              -                                -                            -              (362,829)         (362,829)     
 Balance at 31 May 2023                                 10,549,187     15,698,805     30,617                           42,664                       71,596         (6,585,551)       19,807,318    

 

 

Consolidated statement of cash flows

for the financial year ended 31 May 2024

 

 

                                                                 2024             2023         
                                                                 €                €            
 Cash flows from operating activities                      Note                                
 Loss for the financial year                                     (585,920)        (362,829)    
 Adjustments for non-cash items:                                                               
 Movement in fair value of warrants                        19    (90,403)         (257,050)    
 Interest expense                                          14    1,300            14,991       
 Interest Income                                           11    (6,481)          -            
 Depreciation                                              9     18,421           18,095       
                                                                 (663,083)        (586,793)    
                                                                                               
 (Increase)/decrease in receivables                        10    (262,749)        31,009       
 Increase in payables                                      13    178,635          152,248      
                                                                                               
 Net cash used in operating activities                           (747,197)        (403,536)    
                                                                                               
 Cash flows from investing activities                                                          
 Expenditure on intangible assets                          8     (2,073,821)      (2,443,083)  
 Purchase of property, plant and equipment                 9     (694)            (102,209)    
 Net cash used in investing activities                           (2,074,515)      (2,545,292)  
                                                                                               
 Cash flows from financing activities                                                          
 Receipts from Joint Venture partner                       15    1,950,453        2,300,319    
 Finance lease payments                                          (10,952)         (9,654)      
 Proceeds on issue of shares                                     488,167          -            
 Share issue costs                                               (20,358)         -            
 Net cash provided by financing activities                       2,407,310        2,290,665    
                                                                                               
 Decrease in cash and cash equivalents                           (414,402)        (658,163)    
 Cash and cash equivalents at beginning of financial year        557,934          1,216,097    
 Cash and cash equivalents at end of financial year              143,532          557,934      

 

 

Extracted notes to the financial statements

for the financial year ended 31 May 2024

 

 

1         Material 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 2024 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 Shannon Airport House,
Shannon Free Zone, Shannon, Co. Clare, V14E370, Ireland.

 

The Company is a mineral exploration and development company whose objective
is to discover and develop world class ore bodies in order to create value for
its shareholders.

 

Basis of preparation

The consolidated financial statements are presented in euro (“€”). The
€ 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 28
November 2024.

 

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.

 

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.

 

Going Concern

The Group recorded a loss of €585,920 (31 May 2023: €362,829) and the
Company recorded a loss of €567,463 (31 May 2023: €357,617) for the
financial year ended 31 May 2024. The Group had net assets of €20,740,573
(31 May 2023: €19,807,318) and the Company had net assets of €19,607,981
(31 May 2023: €19,812,530) at that date. The Group had net current
liabilities of €3,491,763 (31 May 2023: €3,161,475) and the Company had
net current liabilities of €3,185,277 (31 May 2023: €2,777,541) at that
date. The Group had cash and cash equivalents of €143,532 at 31 May 2024 (31
May 2023: €557,934). The Company had cash and cash equivalents of €55,943
at 31 May 2024 (31 May 2023: €53,136).

 

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 2025. As set out in the
Chairman’s statement, the Group and the Company expects to incur capital
expenditure in 2024 and 2025, consistent with its strategy as an exploration
company. The Directors recognise that the Group’s net current liabilities of
€3,491,763 (which includes the €3,225,246 which has been deferred as set
out above) 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 this context, the Board of
Directors note that the going concern is on the basis that all Directors,
namely, Maureen T.A. Jones, Professor Garth Earls, Brendan McMorrow, Howard
Bird, John Sherman and former Directors, namely Professor Richard Conroy (and
his beneficiaries), James P. Jones, Séamus P. Fitzpatrick and Dr. Sorċa
Conroy, will not seek repayment of amounts owed to them by the Group and the
Company of €3,325,822 (31 May 2023: €3,046,692) for a minimum period of 12
months from the date of approval of the financial statements, unless the Group
has sufficient funds to repay.  All of these Directors and former Directors
have confirmed this to be the case.

 

In reviewing the proposed work programme for exploration and evaluation
assets, the results obtained from the exploration programme, the support noted
above from the Board (and past Board members), the funds raised post year end
and the prospects for raising additional funds as required, the Board of
Directors are satisfied that it is appropriate to prepare the Group and the
Company financial statements on a going concern basis. The Group 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.

 

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 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;
* IAS 12 amendments regarding Deferred Tax related to Assets and Liabilities
arising from a Single Transaction – Effective date 1 January 2023;
* IAS 12 amendments regarding International Tax Reform and Pillar Two Model
Rules – Effective date 1 January 2023;
* IFRS 17 Insurance contracts – Effective date to 1 January 2023;
* IFRS 17 amendments regarding initial application of IFRS 17 and IFRS 9 of
comparative information; and
* IFRS 4 amendments regarding extension of the Temporary Exemption from
Applying IFRS 9 – Effective date 1 January 2023.
 

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 2024 reporting periods and have not been early
adopted by the Company.

 

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 Company.

 
* Amendments to IAS 21 Lack of Exchangeability – Effective date 1 January
2025;
* Amendments to IFRS 9 and IFRS 7 regarding classification and measurement of
financial instruments – Effective date 1 January 2026;
* Annual Improvements to IFRS Accounting Standards – Volume 11 – Effective
date 1 January 2026;
* IFRS 18 Presentation and Disclosure in Financial Statements – Effective
date 1 January 2027;
* IFRS 19 Subsidiaries without Public Accountability: Disclosures –
Effective date 1 January 2027;
* IFRS S1 General Requirements for Disclosure of Sustainability-related
financial information;
* IFRS S2 Climate-related disclosures;
* Amendments to SASB standards regarding enhancement of their international
applicability;
* Amendments to IAS 7 and IFRS 17 regarding supplier finance arrangements –
Effective date 1 January 2025;
* 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 – Effective date 1 January 2024.
 

 

2 Loss per share

                                                                                                                            
                                                                                            2024             2023           
                                                                                            €                €              
 Loss for the financial year attributable to equity holders of the Company                  (585,920)        (362,829)      
 Basic loss per share                                                                                                       
                                                                                            No. of shares    No. of shares  
                                                                                                                            
 Number of ordinary shares at start of financial year                                       44,756,101       39,262,880     
 Number of ordinary shares issued during the financial year                                 3,092,592        5,493,221      
 Number of ordinary shares at end of financial year                                         47,848,693       44,756,101     
                                                                                                                            
 Weighted average number of ordinary shares for the purposes of basic earnings per share    47,687,709       43,671,058     
                                                                                                                            
 Loss per ordinary share                                                                    (0.0123)         (0.0083)       

 

Diluted loss per share

The effect of share options and warrants is anti-dilutive.

 

 

3         Intangible assets

 Exploration and evaluation assets                                                             
 Group: Cost                                              31 May 2024             31 May 2023  
                                                          €                       €            
 At 1 June                                                26,331,917              23,888,833   
 Expenditure capitalised during the financial year                                             
 * License and appraisal costs                            1,508,787               1,795,400    
 * Other operating expenses                               565,034                 647,684      
 At 31 May                                                28,405,738              26,331,917   
                                                                                               
 Company: Cost                                            31 May 2024             31 May 2023  
                                                          €                       €            
 At 1 June                                                3,651,597               3,421,364    
 Expenditure capitalised during the financial year                                             
 * License and appraisal costs                            75,640                  68,724       
 * Other operating expenses                               143,287                 161,509      
 At 31 May                                                3,870,524               3,651,597    
                                                                                               
                                                                                               

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, Longford Down and Armagh were
transferred in 2022 to the first three subsidiaries as set out in Note 7 of
the Annual Report and Accounts. 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 licenses held by these companies either were or will
be recharged to the subsidiaries.

 

The Board of Directors have considered the proposed work programmes for the
underlying mineral resources in both Ireland and Finland and also assessed the
likelihood of securing a future strategic investment or joint venture partner
to assist with the development of the assets. 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.

 

Mineral interests are categorised as follows:

 Group: Ireland Cost                                            31 May 2024 €         31 May 2023 €        
 At 1 June                                                      23,503,635            21,086,461           
 Expenditure capitalised during the financial year                                                         
 * License and appraisal costs                                  1,503,968             1,794,850            
 * Other operating expenses                                     546,879               622,324              
 At 31 May                                                      25,554,482            23,503,635           
                                                                                                           
 Group: Finland Cost                                            31 May 2024 €         31 May 2023 €        
 At 1 June                                                      2,828,282             2,802,372            
 Expenditure capitalised during the financial year                                                         
 * License and appraisal costs                                  4,819                 550                  
 * Other operating expenses                                     18,155                25,360               
 At 31 May                                                      2,851,256             2,828,282            
                                                                                                           
 Company: Ireland Cost                                          31 May 2024 €         31 May 2023 €        
 At 1 June                                                      823,315               618,992              
 Expenditure capitalised during the financial year                                                         
 * License and appraisal costs                                  70,821                68,174               
 * Other operating expenses                                     125,132               136,149              
 At 31 May                                                      1,019,268             823,315              
                                                                                                           
 Company: Finland Cost                                          31 May 2024 €         31 May 2023 €        
 At 1 June                                                      2,828,282             2,802,372            
 Expenditure capitalised during the financial year                                                         
 * License and appraisal costs                                  4,819                 550                  
 * Other operating expenses                                     18,155                25,360               
 At 31 May                                                      2,851,256             2,828,282            
                                                                                                           

 

 

4         Cash and cash equivalents

 

 Group                             31 May 2024    31 May 2023  
                                   €              €            
                                                               
 Cash held in bank accounts        143,532        557,934      
                                   143,532        557,934      

 

 Company                           31 May 2024    31 May 2023  
                                   €              €            
                                                               
 Cash held in bank accounts        55,943         53,136       
                                   55,943         53,136       

 

5 Current liabilities

 

 

Trade and other payables

 Group                                           31 May 2024    31 May 2023  
                                                 €              €            
 Amounts falling due within one year:                                        
 Other creditors and accruals                    660,627        614,121      
 Accrued Directors’ remuneration                                             
 Fees and other emoluments                       2,617,549      2,464,317    
 Pension contributions                           164,675        164,675      
 Accrued former Directors’ remuneration                                      
 Fees and other emoluments                       443,022        464,125      
                                                 3,885,873      3,707,238    

 

 Company                                              31 May 2024    31 May 2023  
                                                      €              €            
 Amounts falling due within one year:                                             
 Other creditors and accruals                         336,219        265,167      
 Amounts owing to Conroy Gold (Armagh) Limited        381,725        -            
 Accrued Directors’ remuneration                                                  
 Fees and other emoluments                            2,617,549      2,464,317    
 Pension contributions                                164,675        164,675      
 Accrued former Directors’ remuneration                                           
 Fees and other emoluments                            443,022        464,125      
                                                      3,943,190      3,358,284    

 

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 Maureen
T.A. Jones, Professor Garth Earls, Brendan McMorrow, Howard Bird, John Sherman
and former Directors, namely Professor Richard Conroy (and his
beneficiaries),  James P. Jones, Séamus P. Fitzpatrick and Dr. Sorċa Conroy
do not propose to seek repayment of amounts owed to them by the Group and the
Company of €3,325,822 (31 May 2023: €3,046,692) for a minimum period of 12
months from the date of approval of the consolidated financial statements,
unless the Group and the Company have sufficient funds to repay.

 

 Related party loans – Group and Company

 Related party loans           31 May 2024    31 May 2023  
                               €              €            
 Opening balance 1 June        136,999        136,999      
 Closing balance 31 May        136,999        136,999      

 

The related party loans amounts relate to monies owed to Professor Richard
Conroy (former Director) amounting to €101,999 (31 May 2023: €101,999) and
Séamus P. Fitzpatrick (former Director) amounting to €35,000 (31 May 2023:
€35,000). The former Directors (including the beneficiaries of Professor
Richard Conroy) do not propose to seek repayment of the remaining loan
balances owed to them by the Group and Company at 31 May 2024 within 12 months
of the date of approval of the consolidated financial statements, unless the
Group and the Company have 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

All warrants in issue at 31 May 2023 lapsed during the year. 

 

During the year ended 31 May 2024, 3,092,592 warrants were issued with a
sterling exercise price of £0.225 and expiry term of 3 years as part of an
issue of new ordinary shares. No new warrants were issued in the prior year. 
The fair value amount at grant date was valued using the Black Scholes Model
and an amount of €104,895 was recorded as a warrant liability and deducted
from share premium as a share issue cost in accordance with the Group’s
accounting policies.

 

At 31 May 2024, the warrants in issue were fair valued and the resultant
movement of €90,403 (2023: €257,050) was reflected in the financial
statements as a reduction in the fair value of warrants resulting in a warrant
liability of €14,492 as at 31 May 2024 (31 May 2023: €Nil).  See Note 19.

 

 Convertible loan

On 15 July 2019, the Company entered into an unsecured convertible loan
agreement for €250,000 with Hard Metal Machine Tools Limited (the
“Lender”). This loan note attracted an interest rate of 5% and was
convertible into ordinary equity at a price of 7 pence sterling per share.  A
further unsecured convertible loan note for €100,000 was issued on 30
October 2019 to the Lender and carried a similar interest rate and a
conversion price of 6 pence sterling per share.   Both loan notes together
with all accrued interest were converted into a total of 5,417,935 new
ordinary shares in the capital of the company during the year ended 31 May
2023.

 

                                  31 May 2024    31 May 2023  
                                  €              €            
 Opening Balance                  -              388,219      
 Interest payable                 -              14,991       
 Converted during the year        -              (403,210)    
                                  -              -            

 

7 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. The investment by Demir Export was effected
by the issuance of convertible shares in each subsidiary company which have no
voting or participation rights.   The total amounts invested by Demir Export
in each subsidiary company of €3,707,218 were recorded as non-controlling
interests in the 2023 financial statements as they were convertible into
ordinary equity in certain circumstances under the joint venture
agreements.   

 

                                            31 May 2024    31 May 2023  
                                            €              €            
 Conroy Gold (Clontibret) Limited           -              2,577,000    
 Conroy Gold (Longford Down) Limited        -              495,100      
 Conroy Gold (Armagh) Limited               -              635,118      
                                            -              3,707,218    

 

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 as set out in Note 1.   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 year-end in the context
of any potential changes in underlying assumptions and no amendment made as
any relevant changes were immaterial.

 

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 2024, the Group had work commitments of €48,000 (31 May 2023:
€98,965) for year to 31 May 2025.

 

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 2024 (31 May 2023: €Nil).

 

9    Related party transactions

(a)     Details as to shareholders and Directors’ loans and share
capital transactions with Professor Richard Conroy (former Director), Maureen
T.A. Jones, Séamus P. Fitzpatrick (former Director) and Dr. Sorċa Conroy
(former Director) are outlined in in Note 13 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 2024, the Company incurred costs
totalling €115,048 (31 May 2023: €46,178) 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:    

                               2024       2023    
                               €          €       
                                                  
 Office salaries               71,738     25,558  
 Rent and rates                13,310     10,145  
 Other operating expenses      30,000     10,475  
                               115,048    46,178  

 

 

(c)     At 31 May 2024 the company recorded a receivable of €144,551
from Karelian Diamond Resources P.L.C. (31 May 2023: €5,023). Amounts owed
by Karelian Diamond Resources P.L.C. are included within trade and other
receivables during the current year.  During the financial year ended 31 May
2024, the Company paid €23,027 to (31 May 2023: €32,500 received from)
Karelian Diamond Resources P.L.C as part of the cost share arrangement.

(d)    In May 2023, the Company converted amounts owing to it equivalent to
€143,943 (£125,000) into ordinary equity as detailed in Note 11 and a
further €129,549 (£112,500) into a convertible loan instrument as detailed
in Note 11.  The Company is in discussions in relation to the extension of
this Loan Note.

 

(e)     At 31 May 2024, Conroy Gold Limited owed €521,230 (31 May 2023:
€523,380) to the Company.

 

(f)      At 31 May 2024, the Company was owed €13,933 (31 May 2023:
€13,933) 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 €47,535 (31 May 2023: €37,535) is owed by
Conroy P.L.C., a company in which Professor Richard Conroy has a controlling
interest. Amounts totalling €3,076 (31 May 2023: €3,076) 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.

 

(g)     At 31 May 2024, the Company was owed €25,094 (31 May 2023:
€37,162) by Conroy Gold (Clontibret) Limited, €10,793 (31 May 2023:
€15,944) by Conroy Gold (Longford-Down) Limited and it owed €381,725 to
(31 May 2023: was owed €5,182 by) Conroy Gold (Armagh) Limited. These
balances relate to administration and other costs that are recharged to the
subsidiaries from the Company and also relate to amounts advanced to or
received from the subsidiaries.

 

(h)    Key management personnel are considered to be the Board of Directors
and other key management.   The compensation of all key management personnel
during the year was €426,124 (31 May 2023: €440,663).  Further analysis
of remuneration for each Director of the Company is set out in Note 2 of the
Annual Report and Accounts.

 

(i)      Professor Garth Earls invoiced the Group for €2,933 (31 May
2023: €11,320) during the financial year for professional services rendered
to the Group. At 31 May 2024, Professor Garth Earls was owed €44,568 (31 May
2023: €37,426) in respect of these services and services to the company as
director. Brendan McMorrow invoiced the Group for €Nil (31 May 2023:
€23,750) during the financial year for professional services rendered to the
Group. At 31 May 2024, Brendan McMorrow was owed €44,604 (31 May 2023:
€29,961) in respect of these services and services to the company as
director.  Prior to his appointment as director, Cathal Jones invoiced the
Group for €20,000 in respect of professional services provided to the
company during the year and was owed €35,000 by the Group at 31 May 2024 in
respect of those services.

 

(j)      During the prior year the Company converted two unsecured
Convertible Loan Notes held by Hard Metal Machine Tools Limited (the "Lender")
into ordinary shares in the company as detailed in Note 14 of the Annual
Report and Accounts.  The Lender is a company 99% owned by Phillip Hannigan,
a substantial shareholder in the Company.

 

10 Post balance sheet events

On 9 October 2024, the Company raised €411,495 (£344,635) before expenses
through the issue of 7,255,482 new ordinary shares of €0.001 in the capital
of the company at a price of £0.0475 per share in order to fund the
company’s exploration activities and strengthen its working capital
position. Each share carries a warrant to subscribe for up to one new Ordinary
Share at a price of 9.5 pence per Ordinary Share exercisable for 12
months.   

 

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 2024

 These consolidated financial statements were approved by the Board of
Directors on 27 November 2024 and authorised for issue on 28 November 2024.

 

 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 Shannon Airport House,
Shannon Free Zone, Shannon, Co. Clare, V14E370, Ireland.

 

 

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