REG-Conroy Gold & Natural Resources Plc: Final Results for the Year to 31 May 2025
26/11/2025 07:20
26 November 2025
Conroy Gold and Natural Resources plc
(“Conroy Gold” or “the Company”)
FINAL RESULTS FOR THE YEAR TO 31 MAY 2025
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
financial statements for the year to 31 May 2025.
Highlights:
* The Company’s geologists initiated a work programme to review
and relog 30,000m+ of drill core to extract more comprehensive and consistent
information from this valuable library. The uniformity
in geological information gained from the re-logging programme now underpins
more robust 3D modelling of the deposit targets and enables use of the latest
software tools to maximise opportunities.
* Concurrently with the re-logging effort, the geological team
completed all necessary work programmes required for the Company to retain its
exploration licences. 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.
* Proposed restructuring of significant debts to current and former
Directors agreed subject to Shareholder approval at the Company’s
forthcoming AGM. The proposed agreement is an essential step for attracting
new investment in the Company to advance its “Discs of Gold” project.
* The Company completed two small fundraisings during the May 2025
Financial Year to help cover its operating cash requirements at a basic level.
However, post period
, the Company completed an oversubscribed private share placement to
raise €1,988,005 (£1,728,700) at 10p per share, and secured additional
funding of €497,987 (£433,035) via the exercise of warrants.
Chairman, John Sherman, commented:
“The recent fundings and the re-logging allow the Company to invigorate the
pace of its development work on the projects.
The initial work programme focuses mainly on
Clontibret, where drilling is recommencing. The re-logging work has also
boosted active discussions with potential strategic and financial partners for
the “Discs of Gold” project which continue in the current financial
year.”
Annual Report and Accounts for the year to 31 May 2025
The full audited annual report and financial statements for the year to 31 May
2025 is being posted to shareholders and will also 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 Radisson
Blu St. Helen’s Hotel, Stillorgan Road, Blackrock, Dublin at 10.30 a.m. on
17 th December 2025. A copy of the notice of AGM is being
posted to shareholders and can be viewed on the Company's website.
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
Key information extracted from the Annual Report and Accounts
Chairman’s Statement
Dear Shareholder,
I am writing to update you on the progress that your Company is making towards
its ambition of delivering a commercially successful and sustainable mine from
its “Discs of Gold” project in Ireland. As I will
recount in this letter to you, the 18 months from the beginning of June 2024
(the starting point of FY 25) marked a very consequential period in the
history of the Company. The death of the Company’s
founder and steadfast steward, Professor Richard Conroy, in October 2024 is
the most significant event during this time. A full
appreciation for Professor Conroy’s contributions to public life across
medicine, business and politics was shared in the Company’s annual report
for FY 24. Professor Conroy built out the expansive
opportunity that is the “Discs of Gold” project.
From this foundation, your Company is working tirelessly to develop and open a
world-class gold mine in Ireland.
Review of major corporate developments since 1
st June 2024
May 2025 Financial Year
Against the backdrop of limited financial resources, the Company’s
geologists initiated a work programme to review and relog 30,000m+ of drill
core, including some from a former operator’s work in the 1970s, to extract
more comprehensive and consistent information from this valuable library.
Concurrently with the re-logging effort, the geological team
completed all necessary work programmes required for the Company to retain its
exploration licenses.
The uniformity in geological information gained from the re-logging programme
now underpins more robust 3D modelling of the deposit targets and enables use
of the latest software tools to maximise opportunities.
It also provides a firm base for the Company’s operational team to draw
learnings from established world class deposits that have similar
mineralisation characteristics to the Company’s exploration targets.
More specifically at the Clontibret target, the work evidenced
potential structural controls for zones of higher gold mineralization in the
deposit at depth, as well as additional target areas for antimony
mineralisation. The insights from this work are helping
to guide choices and underpin decisions on how the Company best allocates
exploration capital in future work programmes. And
finally, the re-logging work boosted active discussions with potential
strategic and financial partners for the “Discs of Gold” project which
continue in the current financial year.
The Company completed two small fund raisings during the May 2025 Financial
Year to help cover its operating cash requirements at a basic level.
In October 2024, €405,928 (£344,635) was raised via a
discounted equity placing at 4.75p/share. Towards the
end of the financial year in May 2025, the Company raised c. €240,000
(c.£203,400) by issuing a 3-year convertible loan note, with a headline
conversion price of 10p that represented a material premium to the then
prevailing share price of 2.65p. New and existing
shareholders participated in the fundraisings, and I thank them for their
support of the Company.
There were two Director changes during the financial year.
As noted earlier, Executive Chairman Professor Richard Conroy passed away in
October 2024. The Board of Directors elected me as
(Non-Executive) Chairman in November 2024. Marian
Moroney chose to stand down from the Board in February 2025 following her
appointment to a senior leadership position at BHP. In
her short time with the Company, Marian had a tremendous impact, bringing her
world-class exploration knowledge, rigor, energy, and optimism to us all.
On behalf of the Shareholders, Staff, and Board, I express
sincere thanks to Marian for her service to the Company.
Current Financial Year ending 31 May 2026
In late August 2025, the Company entered into a formal agreement with current
and former Directors (or their representatives in the case of a deceased
former Director) to restructure amounts owed to them (in excess of €3.3M) by
the Company in respect to accrued fees and other emoluments into success-based
instruments tied to commercial production and a material increase in the share
price. The agreement codifies the participants’
deferral of their legal right to payment, which echoes their long-standing,
but voluntary, practice of agreeing to 12-month deferrals as part of the
approval of the Company’s annual report and consolidated financial
statements. The agreement was, and continues to be, an
essential step for attracting new investment in the Company to advance its
“Discs of Gold” project into a successful mine.
Although not required by stock market or legal regulations, certain aspects of
the agreement relating to the granting of a net smelter royalty and the
proposed issue of share options will be put to a shareholder vote for final
approval at next month’s AGM. I urge unanimous support
for the agreement.
In October, the Company completed an oversubscribed private share placement to
raise €1,988,005 (£1,728,700) at 10p per share, representing 24% of the
enlarged equity base. The participating investors were
primarily long-term, value-oriented investors from North America with
significant knowledge of the mining industry. These
funds are being used to fund further geological work on the “Discs of
Gold” project (as discussed in more detail below), supporting the work to
secure material asset level investment in the project, and for general working
capital purposes. Further funding of €497,987
(£433,035) came into the Company in October via the exercise of 9.5p per
share 12-month warrants that were issued as part of the October 2024 share
placing. These fundings and the agreement to restructure
the amounts owing to current and former Directors position the Company to
decisively advance the “Discs” project.
The geologist team actively prepared the Company for the next phase of
in-ground investment in the “Discs” project, combining the insights gained
from the re-logging and deposit modelling effort, with new learnings from the
field. Taking advantage of drought conditions to access
the stream network, the team identified new mineralised gold in outcrop
(“McCully’s Outcrop”) at Corcaskea, which sits 300 metres outside of the
Clontibret resource footprint of 0.5M Oz. Au Indicated and Inferred Resource
and outside the Preliminary Economic Assessment which confirmed economic and
technical viability at a gold price of USD1,372. The
knowledge gained from the McCully’s Outcrop suggests a markedly different
lode orientation than that seen in the Clontibret deposit and has the
potential to upgrade the prospectivity of the Corcaskea area as a potential
extension for future growth to the current resource area.
On the recently identified Skullmartin gold trend where at the Creenkill Gold
Target visible (native) gold from surface quartz breccia samples assaying up
to 123.0 g/t Au (4 oz/t), soil sampling work conducted as part of license
commitments, yielded five new high priority gold targets for follow-on
exploration work and extended the Skullmartin gold trend which now stands at
30km giving the Company over 95km of surface gold
anomalism within the Company’s 1,000km 2 ,
100% held licences. The discovery of gold across
multiple targets demonstrates the diversity of mineralisation styles within
the Company’s licence portfolio underlining the district-scale gold
potential and potential to depth within the Company’s licence holdings.
Finally, the geologists supported the executive team in
discussions with potential strategic and financial partners, with their help
underpinning the September fundraising.
The recent fundings are allowing the Company to invigorate pace of its
development work on the “Discs” projects. The
initial work program focuses on Clontibret, where drilling is recommencing.
Later phases of the programme will build out the
Company’s understanding of the Clay Lake and Creenkill target areas.
The aim of these works is to support the ongoing effort to bring
asset level investment in the “Discs of Gold” project to develop and
deliver a successful mine.
Environmental, Social and Governance Issues
Environmental, Social and Governance (ESG) issues are of crucial importance to
the Company at all stage of mining, particularly as it moves towards mining
development. 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 that proper standards of
corporate governance are maintained. Further details are
set out in the Directors Report and on the Company’s website (
www.conroygold.com ).
Financials for May 2025 Financial Year
The loss after taxation from continuing operations for the financial year
ended 31 May 2025 was €633,394 (year ended 31 May 2024: €585,920).
As at 31 May 2025, the Group had cash reserves of €77,285
(year ended 31 May 2024: €143,532) and net assets of €20,526,199 (year
ended 31 May 2024: €20,740,573).
Directors and Staff
I would like to express my deepest appreciation for the support and dedication
of the Directors, staff and consultants which has made possible the continued
development of the Company during the past year.
John Sherman
Chairman
25 November 2025
Extracts from the Directors’ Report
Corporate governance
The Board has adopted the QCA Corporate Governance Code (“QCA Code”),
which is derived from the 2018 UK Corporate Governance Code and the Guidance
on Board Effectiveness (the “Code”) but adapted to the needs of smaller
quoted companies. The Company agrees that good governance contributes to
sustainable success and recognises the renewed emphasis on business building
trust by forging strong relationships with key stakeholders. The Company
understands the importance of a corporate culture that is aligned with the
Company’s purpose and business strategy, and which promotes integrity and
includes diversity. The Company conducts its business with integrity, honesty
and fairness and requires its partners, contractors and suppliers to meet
similar ethical standards. The Board is satisfied that its corporate culture
and culture of its employees aligns the Company’s objectives, strategy and
business model. It is an objective of the Company that all individuals are
aware of their responsibilities in applying and maintaining these standards in
all their actions. The Board ensures that support is available in the form of
staff training and updating its employee handbook such that staff members
understand what is expected of them.
The Board is aware of the updates to the QCA Code launched in November 2023
for financial years commencing post 1 April 2024 and has applied all relevant
updates to these financial statements as required. The Company’s Statement
of Compliance with the ten principles of the QCA code and how it has addressed
each of these is set out in detail under the section “Corporate
Governance” on its website:
www.conroygoldandnaturalresources.com/corporate-governance
.
Extract from the Independent Auditor’s Report
Material uncertainty related to going concern
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
during the financial year ended 31 May 2025, the Group and Company incurred
losses of €633,394 and €605,968 respectively, and, as at that date, the
Group and Company had net current liabilities of €4,027,521 and €3,583,034
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 accuracy and completeness of the relevant
disclosures made in the financial statements.
Consolidated statement of profit or loss
For the year ended 31 May 2025
Note 2025 2024
€ €
Continuing operations
Operating Income 2,711 -
Operating expenses 2 (530,802) (681,504)
Movement in fair value of warrants 18 14 (553) 90,403
Movement in fair value of investments 11 (109,931) -
Operating loss (638,575) (591,101)
Finance income – interest 11 6,481 6,481
Interest expense (1,300) (1,300)
Net finance cost 5,181 5,181
Loss before taxation 3 (633,394) (585,920)
Income tax expense 5 - -
Loss for the financial year (633,394) (585,920)
Loss per share
Basic loss per share 6 (0.0121) (0.0123)
Diluted loss per share 6 (0.0121) (0.0123)
The total loss for the financial year is entirely attributable to equity
holders of the Company.
Consolidated statement of comprehensive income
For the year ended 31 May 2025
2025 2024
€ €
Loss for the financial year (633,394) (585,920)
Income recognised in other comprehensive income - -
Total comprehensive loss for the financial year (633,394) (585,920)
Loss for the financial year attributable to:
Equity holders of the Company (633,394) (585,920)
Total comprehensive loss for the financial year attributable to:
Equity holders of the Company (633,394) (585,920)
Consolidated statement of financial position
as at 31 May 2025
Note 31 May 2025 31 May 2024
€ €
Assets
Non-current assets
Intangible assets 8 29,059,493 28,405,738
Property, plant and equipment 9 55,555 73,976
Financial assets 11 176,518 279,969
Total non-current assets 29,291,566 28,759,683
Current assets
Cash and cash equivalents 12 77,285 143,532
Other receivables 10 187,024 387,577
Total current assets 264,309 531,109
Total assets 29,555,875 29,290,792
Equity
Capital and reserves
Share capital presented as equity 15 10,559,406 10,552,150
Share premium 15 16,446,548 16,058,756
Capital conversion reserve fund 15 30,617 30,617
Share-based payments reserve 18 42,664 42,664
Other reserve 1,251,829 1,227,857
Retained deficit (7,804,865) (7,171,471)
Total capital and reserves 20,526,199 20,740,573
Liabilities
Non-current liabilities
Leases due in more than 1 year 1,790 11,445
Other creditors 14 4,501,410 4,501,410
Warrant liability 14 18,438 14,492
Convertible Loan 14 216,208 -
Total non-current liabilities 4,737,846 4,527,347
Current liabilities
Trade and other payables 13 4,152,567 3,885,873
Related party loans 13 139,263 136,999
Total current liabilities 4,291,830 4,022,872
Total liabilities 9,029,676 8,550,219
Total equity and liabilities 29,555,875 29,290,792
The financial statements were approved by the Board of Directors on 25
November 2025 and authorised for issue on 25 November 2025.
Consolidated statement of changes in equity
for the financial year ended 31 May 2025
Share capital Share premium Capital conversion reserve fund Share-based payment reserve Other reserve Retained deficit Total equity
Note € € € € € € €
Balance at 1 June 2024 10,522,150 16,058,756 30,617 42,664 1,227,857 (7,171,471) 20,740,573
Share issue 15 7,256 398,672 - - - - 405,928
Share issue costs 15 - (10,880) - - - - (10,880)
Equity element of convertible loan notes 14 - - - - 23,972 23,972
Loss for the financial year - - - - - (633,394) (633,394)
Balance at 31 May 2025 10,559,406 16,446,548 30,617 42,664 1,251,829 (7,804,865) 20,526,199
Share capital Share premium Capital conversion reserve fund Share-based payment reserve Other reserve Retained deficit Total equity
€ € € € € € €
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 15 2,963 485,204 - - - - 488,167
Share Issue costs 15 - (125,253) - - - - (125,253)
Gain on acquisition of non controlling interest - - - - 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
Consolidated statement of cash flows
for the financial year ended 31 May 2025
2025 2024
€ €
Cash flows from operating activities Note
Loss for the financial year (633,394) (585,920)
Adjustments for non-cash items:
Movement in fair value of warrants 18 553 (90,403)
Movement in fair value of investment 11 109,931 -
Interest expense 1,300 1,300
Interest income 11 (6,481) (6,481)
Depreciation 9 18,421 18,421
(509,670) (663,083)
Decrease / (increase) in receivables 10 268,957 (262,749)
Increase in payables 13 200,554 178,635
Net cash used in operating activities (40,159) (747,197)
Cash flows from investing activities
Expenditure on intangible assets 8 (653,755) (2,073,821)
Purchase of property, plant and equipment 9 - (694)
Net cash used in investing activities (653,755) (2,074,515)
Cash flows from financing activities
Receipts from Joint Venture partner 15 - 1,950,453
Finance lease payments (10,955) (10,952)
Proceeds on issue of convertible loan notes 14 240,179 -
Proceeds on issue of shares 15 398,443 467,809
Net cash provided by financing activities 627,667 2,407,310
Decrease in cash and cash equivalents (66,247) (414,402)
Cash and cash equivalents at beginning of financial year 143,532 557,934
Cash and cash equivalents at end of financial year 77,285 143,532
Extracted notes to the financial statements for the financial year ended 31
May 2025
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 2025 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
euro 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 25
November 2025.
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 €633,394 (31 May 2024: €585,920) and the
Company recorded a loss of €605,698 (31 May 2024: €567,463) for the
financial year ended 31 May 2025. The Group had net assets of €20,526,200
(31 May 2024: €20,740,573) and the Company had net assets of €19,421,033
(31 May 2024: €19,607,981) at that date. The Group had net current
liabilities of €4,027,521 (31 May 2024: €3,491,763) and the
Company had net current liabilities of €3,583,034 (31 May 2024:
€3,185,277) at that date. The Group had cash and cash
equivalents of €77,285 at 31 May 2025 (31 May 2024: €143,532). The Company
had cash and cash equivalents of €75,295 at 31 May 2025 (31 May 2024:
€55,943).
The Directors Maureen T.A. Jones, Professor Garth Earls, Brendan McMorrow,
Howard Bird, John Sherman, Cathal Jones and former Directors, namely, James P.
Jones, Séamus P. Fitzpatrick, Dr. Sorċa Conroy and the representatives of
the Estate of Professor Richard Conroy and his beneficiaries have confirmed
that they will not seek repayment of amounts owed to them by the Group and the
Company of €3,460,200 (31 May 2024: €3,325,822) which are included in net
current liabilities, within 12 months of the date of approval of the financial
statements, unless the Group and the Company have sufficient funds to repay
and subsequent to the year-end entered into a formal agreement with certain of
the above Directors and former Directors in this regard as set out in Note 20.
The Board of Directors have considered carefully the financial position of the
Group and the Company and in that context, have prepared and reviewed cash
flow forecasts for the period until 30 November 2026. The Directors have fully
considered both current and future capital expenditure commitments and the
options to fund such commitments in the twelve month period to 30 November
2026. In doing so, the Directors are mindful of the
risks faced by the business including in particular general industry risks
facing companies in the natural resource sector. The
Board of Directors are experienced at managing the peaks and troughs of
investor sentiment in the natural resources industry and will continue to
manage the cashflows of the Group and Company including planning/revising work
programmes according to available funds.
The Group and Company continue to rely on the support of its Directors and
also its ability to raise appropriate finance through either asset level
investment or fresh issues of share capital to meet its liabilities as they
fall due. The support of the Directors and former
directors by virtue of the deferral agreement entered into in relation to
debts owing to them and the funds raised post year end as set out in Note 20
support the Directors’ assumptions regarding going concern.
The Directors recognise that the Group’s net current liabilities of
€4,027,521 of which €3,460,200 have been deferred as noted above (31 May
2024: €3,491,763 of which €3,188,823 was deferred) is a material
uncertainty that may cast significant doubt on the Group and the Company’s
ability to continue as a going concern and, therefore, that it may be unable
to realise its assets and discharge its liabilities in the normal course of
business. In reviewing the proposed work programme for
exploration and evaluation assets, the results obtained from the exploration
programme, the funds raised post year end, the write off and deferral of
amounts owing to Directors and former Directors 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 2024:
* 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.
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 and
endorsed by the EU that are not mandatory for 31 May 2025 reporting periods
and have not been early adopted by the Company. The
Board of Directors does not consider that those of the below that will be
effective for the year ended 31 May 2026 will have a material effect on the
financial statements and they are considering whether or not those that become
effective in the following financial year will have any impact on the
financial statements.
* Amendments to IAS 21 Lack of Exchangeability – Effective date 1
January 2025;
* Amendments to IAS 7 and IFRS 17 regarding supplier finance
arrangements – 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;
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 if
endorsed by the EU will have any impact on the financial statements of the
Company.
* 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;
* Amendments to SASB standards regarding enhancement of their
international applicability;
(a) Intangible assets
(i) Capitalisation
All costs related to acquiring the legal rights to explore will be capitalised
in accordance with IFRS 6 criteria. All other costs incurred prior to
acquiring the rights to explore are charged directly to the consolidated
profit and loss account. Exploration, appraisal and development expenditure
incurred on exploring, and testing exploration prospects are accumulated and
capitalised as intangible exploration and evaluation (“E&E”) assets.
E&E capitalised costs include geological and geophysical costs, and other
direct costs of exploration (drilling, trenching, sampling and technical
feasibility and commercial viability activities). In addition, E&E capitalised
costs include an allocation from operating expenses. All
such costs are necessary for exploration and evaluation activities. E&E
capitalised costs are not amortised prior to the conclusion of appraisal
activities.
At completion of appraisal activities if technical feasibility is demonstrated
and commercial resources are discovered, then the carrying amount of the
relevant E&E asset will be reclassified as a development and production asset,
once the carrying value of the asset has been assessed for impairment. If
following completion of appraisal activities in an area, it is not possible to
determine technical feasibility and commercial viability, or if the
right to explore expires , then the costs of such unsuccessful
exploration and evaluation is written off to the consolidated statement of
profit or loss in the period in which the event occurred.
(ii) Impairment
If facts and circumstances indicate that the carrying value of an E&E asset
may exceed its recoverable amount, an impairment review is performed. The
following are considered to be key indicators of impairment
in relation to E&E assets:
* The period for which the entity has the right to explore in the
specific area has expired or will expire in the near future and is not
expected to be renewed.
* Substantive expenditure on further exploration for and evaluation
of mineral resources in the specific area is neither budgeted nor planned.
* Exploration for and evaluation of mineral resources in the
specific area has not led to the discovery of commercially viable quantities
of mineral resources and the entity has decided to discontinue such activities
in the specific area.
* Sufficient data exists to indicate that, although a development
in the specific area is likely to proceed, the carrying amount of the
exploration and evaluation asset is unlikely to be recovered in full from
successful development or by sale.
For E&E assets, where the above indicators exist at the balance sheet date on
an annual basis, an impairment test is carried out. The E&E assets are
categorised into Cash Generating Units (‘’CGU’’) on a
country-by-country (where material) basis for the years ended 31 May 2025 and
31 May 2024. The carrying value of the CGU is compared to its recoverable
amount and any resulting impairment loss is written off to the consolidated
statement of profit or loss. The recoverable amount of the CGU is assessed as
the higher of its fair value, less costs to sell, and its value in use.
(b) Financial instruments
Financial assets and financial liabilities are recognised in the Group’s
statement of financial position when the Group becomes party to the
contractual provisions of the instrument and are initially measured at fair
value. Transaction costs that are directly attributable
to the acquisition or issue of financial assets and financial liabilities
(other than financial assets and financial liabilities at fair value through
profit or loss) are added to or deducted from the fair value of the financial
assets or financial liabilities as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of
financial assets or financial liabilities at fair value through profit or loss
are recognised immediately in profit or loss.
Subsequent measurement of financial assets
Financial assets are subsequently measured at amortised cost unless held
within a different business model other than the ‘hold to collect’ or
‘hold to collect and sell’ in which case they are categorised at fair
value through profit or loss (“FVTPL”). Further, irrespective of the
business model used, financial assets whose contractual cash flows are not
solely payments of principal and interest are accounted for at fair value
though profit or loss. All derivative instruments fall into this category,
except for those designated and effective as hedging instruments, for which
the hedge accounting requirements apply. No adjustment has been made to the
carrying value of the convertible loan on the basis that any move in foreign
exchange rate was immaterial and the fair value of the loan remains the
contractual value of the cash flows associated with the loan.
The category also contains an equity instrument. The Group accounts for the
investment at fair value through profit or loss and did not make the
irrevocable election to account for the investment in Karelian Diamond
Resources PLC and listed equity securities at fair value through other
comprehensive income. The fair value was determined in line with the
requirements of IFRS 13 ‘Fair Value Measurement’. Assets in this category
are measured at fair value with gains or losses recognised in profit or loss.
Trade and other receivables are measured at their transaction price and
subsequently measured at amortised cost. Trade and other payables are measured
at initial recognition at fair value, and subsequently measured at amortised
cost.
Subsequent measurement of financial liabilities
Financial liabilities are subsequently measured at amortised cost using the
effective interest method. This method calculates the amortised cost of a
financial liability and allocates the interest expense over the relevant
period. The effective interest rate is the rate that
exactly discounts estimated future cash payments (including all fees,
transaction costs and other premiums or discounts) through the expected life
of the financial liability, or (where appropriate) a shorter period to the
amortised cost of a financial liability. The Net Smelter
Royalty liability is a fixed euro financial liability instrument linked to
production of gold from the Group’s licences which form part of the
Group’s intangible assets. This was measured at fair value at the date of
cashflows from a producing mine together with an appropriate discount rate.
It was reviewed at 31 May 2025 using the effective interest
method and will be reviewed annually on this basis.
(c) Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation
and accumulated impairment losses. Depreciation is provided on a straight-line
basis to write off the cost less estimated residual value of the assets over
their estimated useful lives as follows:
Motor vehicles 5 years
Plant and office equipment 10 years
(d) Income taxation expense
Income tax expense comprises current and deferred tax. Income tax expense is
recognised in the consolidated statement of profit or loss except to the
extent that it relates to items recognised directly in other comprehensive
income, in which case it is recognised in the consolidated statement of
comprehensive income. Current tax is the expected tax payable on the taxable
income for the financial year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of
previous years.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the liability method. Deferred tax
liabilities are generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised.
(e) Warrants and share-based
payments
The Group classifies instruments issued as financial liabilities or equity
instruments in accordance with the substance of the contractual terms of the
instruments. When the warrants issued (see Note 18 for details) have an
exercise price in sterling, they are derivative in nature and are liability
classified. They do not qualify for equity classification as any cash
settlement on exercise of these warrants will be received in a foreign
currency. Where warrants are issued in the functional currency of the parent
company and meet the other necessary conditions, they are recognised as equity
instruments. The warrant liabilities are recognised at their fair value on
initial recognition and subsequently are measured at fair value through profit
or loss. Any costs associated with the issuance of warrants are taken as an
immediate charge or credit through the statement of profit or loss. See Note
13 for further details.
For equity-settled share-based payment transactions (i.e. the granting of
share options and certain share warrants), the Group measures the services and
the corresponding increase in equity at fair value at the measurement date
(which is the grant date). In both instances a recognised valuation
methodology for the pricing of financial instruments is used (Binomial Lattice
Model or Black Scholes Model).
(f) Earnings per share
The Group presents basic and diluted earnings per share (“EPS”) data for
its ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period. Diluted EPS is determined by
adjusting the profit attributable to ordinary shareholders and the weighted
average number of ordinary shares outstanding for the effects of all
potentially dilutive ordinary shares.
(g) Cash and cash equivalents
Cash and cash equivalents consist of cash at bank held by the Group and
short-term bank deposits with a maturity of three months or less. Cash and
cash equivalents are held for the purpose of meeting short-term cash
commitments.
(h) Pension costs
The Group provides for pensions for certain employees through a defined
contribution pension scheme. The amounts are charged to the consolidated
statement of profit or loss. Any difference between amounts charged and
contributions paid to the pension scheme is included in receivables or
payables in the consolidated statement of financial position.
(i) Foreign currencies
Transactions denominated in foreign currencies relating to costs and
non-monetary assets are translated into € at the rates of exchange ruling on
the dates on which the transactions occurred. Monetary assets and liabilities
denominated in foreign currencies are translated into € at the rate of
exchange ruling at the consolidated statement of financial position date. The
resulting profits or losses are dealt with in the consolidated statement of
profit or loss.
(j) Loans
Directors’ loans are initially measured at fair value, net of transaction
costs and subsequently measured at amortised cost using the effective interest
method, with interest expense recognised on the effective interest rate
method. The effective interest method is a method of calculating the amortised
cost of a financial liability and of allocating interest expense over the
relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash payments through the expected life of the
financial liability.
As the convertible loans are made up of both equity and liability components,
they are considered to be compound financial instruments. At initial
recognition, the carrying amount of a compound financial instrument is
allocated to its equity and liability components. When the initial carrying
amount is allocated, the equity component is assigned the residual amount
after deducting from the fair value of the instrument as a whole the amount
separately determined for the liability component. The fair value of the
conversion feature is taken directly to equity. The fair value of the
liability, which is the difference between the transaction price and the fair
value of the conversion feature, is recognised as a liability in the
consolidated statement of financial position. The liability is subsequently
measured at amortised cost. The Company accounts for the interest expense on
the liability component of the convertible loan notes at the effective
interest rate. The difference between the effective interest rate and interest
rate attached to the convertible loan increases the carrying amount of the
liability so that, on maturity, the carrying amount is equal to the capital
cash repayment that the Company may be required to pay.
(k) Ordinary shares
Ordinary shares are classified as equity. Costs directly attributable to the
issue of ordinary shares are recognised as a deduction from retained earnings,
net of any tax effects. Where warrants are issued for the sole purpose of
assisting with an issue of equity or to meet broker transaction costs directly
attributable to the issue of equity, the amount initially recognised, that is
their fair value, is deducted from share premium.
Subsequently, where the warrants qualify as equity they are recognised in
other reserves and the amount recognised is not changed.
If the warrants qualify as a liability the fair value is trued up from one
reporting period to the next through profit or loss.
(l) Impairment – financial
assets measured at amortised cost
Financial assets measured at amortised cost are reviewed for impairment loss
at each reporting date.
The Company measures the loss allowance at an amount equal to the lifetime
expected credit losses (“ECL”) as required under a simplified approach for
receivables that do not contain a financing component. The Company’s
approach to ECL reflects a probability-weighted outcome, the time value of
money and reasonable and supportable information that is available without
undue cost or effort at the reporting date about past events, current
conditions and forecasts of future economic conditions. Significant financial
difficulties of the counterparty, probability that the counterparty will enter
bankruptcy or financial re-organisation and default in payments are all
considered indicators for increases in credit risks. If the credit risk
increases to the point that it is considered to be credit impaired, interest
income will be calculated based on the gross carrying amount adjusted for the
loss allowance. Any contractual payment which is more than 90 days past due is
considered credit impaired.
(m) Significant accounting
judgements and key sources of estimation uncertainty
Significant judgements in applying the Company’s accounting policies
The preparation of the consolidated financial statements requires the Board of
Directors to make judgements and estimates and form assumptions that affect
the amounts of assets, liabilities, contingent liabilities, revenues and
expenses reported in the consolidated financial statements. On an ongoing
basis, the Board of Directors evaluates its judgements and estimates in
relation to assets, liabilities, contingent liabilities, revenue and expenses.
The Board of Directors bases its judgements and estimates on historical
experience and on other factors it believes to be reasonable under the
circumstances, the results of which form the basis of the reported amounts
that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions and
conditions. In the process of applying the Group’s accounting policies
above, the Board of Directors have identified the judgemental areas that have
the most significant impact on the amounts recognised in the consolidated
financial statements (apart from those involving estimations), which are dealt
with as follows:
Exploration and evaluation assets
The assessment of whether general administration costs and salary costs are
capitalised exploration and evaluation costs or expensed involves judgement.
The Board of Directors consider the nature of each cost incurred and whether
it is deemed appropriate to capitalise it within exploration and evaluation
assets. Given that the activity of management and the resultant administration
and salary costs are primarily focused on the Group’s gold prospects, the
Board of Directors consider it appropriate to capitalise a portion of such
costs. These costs are reviewed on a line-by-line basis with the resultant
calculation of the amount to be capitalised being specific to the activities
of the Company in any given year.
Going concern
The preparation of consolidated financial statements requires an assessment on
the validity of the going concern assumption. The validity of the going
concern assumption is dependent on the successful further development and
ultimate production of the mineral resources and the availability of
sufficient finance to bring the resources to economic maturity and
profitability. The Directors recognise that these matters are material
uncertainties that may cast significant doubt on 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.
However, the Board of Directors, having reviewed the proposed programme for
exploration and evaluation assets, the results from the exploration programme
and the prospects for raising additional funds as required, are satisfied that
it is appropriate to prepare the financial statements on the going concern
basis.
Refer to pages 35 and 36 for further details.
Cash Generating Units (‘’CGUs’’)
As outlined in the Intangible assets accounting policy, the exploration and
evaluation assets should be allocated to CGUs. The determination of what
constitutes a CGU requires judgement. The Board of Directors consider that the
licences held by the Group and Company in the Longford-Down Massif on the
island of Ireland represent one CGU and its licence in Finland is a separate
CGU. The carrying value of each CGU is compared to
its recoverable amount. The recoverable amount of the CGU is assessed as the
higher of its fair value less costs to sell and its value in use. The
determination of value in use requires the following judgements:
* Estimation of future cash flows expected to
be derived from the asset;
* Expectation about possible variations in the
amount or timing of the future cash flows; and
* The determination of an appropriate discount
rate.
Deferred tax
No deferred tax asset has been recognised in respect of tax losses as it is
not considered probable that future taxable profit will be available against
which the related temporary differences can be utilised.
Key sources of estimation uncertainty
The preparation of the consolidated financial statements requires the Board of
Directors to make estimates and assumptions that affect the amounts reported
for assets and liabilities as at the consolidated statement of financial
position date and the amounts reported during the financial year. The key
sources of estimation uncertainty that have a significant risk of causing
material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below. While uncertainty exists,
primarily due to the nature of the mining and exploration business, this
assessment includes a review of the possible outcomes that can be reasonably
expected in the forthcoming financial period.
Exploration and evaluation assets
The carrying value of exploration and evaluation assets in the consolidated
statement of financial position was € 29,059,463 (31 May
2024: €28,405,738) at 31 May 2025 (Note 8). The Board of Directors carried
out an assessment, in accordance with IFRS 6: Exploration
for and Evaluation of Mineral Resources relating to
likelihood of licence 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. This assessment included an assessment of
the likelihood of securing a future strategic investment or joint venture
partner to assist with the development of the assets.
Based on this assessment the Board of Directors is satisfied as to the
carrying value of these assets and is satisfied that these are recoverable,
acknowledging however that their recoverability is dependent on future
successful exploration efforts.
Employee benefits - Share-based payment transactions
The Company had equity-settled share-based payment arrangements with
non-market performance conditions which fall within the scope of and are
accounted for under the provisions of IFRS 2: Share-based
Payment . Accordingly, the grant date fair value of the
options under these schemes is recognised as an operating expense with a
corresponding increase in the “Share-based payment reserve”, within
equity, where the exercise price is granted in EUR or recognised as a
liability where a different currency is quoted as the exercise price over the
vesting period. The estimation of share-based payment costs requires the
selection of an appropriate valuation model and consideration as to the inputs
necessary for the valuation model chosen. The Company has made estimates as to
the volatility of its own shares, the probable life of options granted and the
time of exercise of those options. The model used by the Company is the Black
Scholes Model. The fair value of these options is measured using an
appropriate option pricing model, taking into account the terms and conditions
upon which the options were granted. The amount recognised as an expense is
adjusted to reflect the actual number of share options that vest, except where
forfeiture is only due to share prices not achieving the threshold for
vesting.
(n) Segmental reporting
Operating segment information is presented in the consolidated financial
statements in respect of the Group’s geographical segments which represent
the financial basis by which the Group manages its business. The Group has one
class of business, Gold Exploration. The Group has two principal reportable
segments as follows:
* Irish exploration assets: gold exploration assets in Ireland; and
* Finnish exploration assets: gold exploration assets in Finland.
Group assets and liabilities include cash resources held by the Group.
Corporate expenses include other operational expenditure incurred by the
Group. These are not within the definition of an operating segment.
Performance is measured based on segment result and total asset value as
included in the internal management reports that are reviewed by the Group’s
Board of Directors. There are no significant inter segment transactions. Costs
that are directly attributable to Ireland and Finland have been capitalised to
exploration and evaluation assets as appropriate (Note 8). The Group did not
earn any revenue in the current or comparative financial year.
(o) Leased assets
The Group makes the use of leasing arrangements principally for the provision
of motor vehicles. Lease terms for motor vehicles have
lease terms of between 6 months and 6 years without any extension terms. The
Group does not enter into sale and leaseback arrangements. All the leases are
negotiated on an individual basis and contain a wide variety of different
terms and conditions such as purchase options and escalation clauses. The
Group assesses whether a contract is or contains a lease at inception of the
contract. A lease conveys the right to direct the use and obtain substantially
all of the economic benefits of an identified asset for a period of time in
exchange for consideration.
Measurement and recognition of leases as a lessee
At lease commencement date, the Group recognises a right-of-use asset and a
lease liability in its consolidated statement of financial position. The
right-of-use asset is measured at cost, which is made up of the initial
measurement of the lease liability, any initial direct costs incurred by the
Group, an estimate of any costs to dismantle and remove the asset at the end
of the lease, and any lease payments made in advance of the lease commencement
date (net of any incentives received). The Group depreciates the right-of-use
asset on a straight-line basis from the lease commencement date to the earlier
of the end of the useful life of the right-of-use asset or the end of the
lease term. The Group also assesses the right-of-use asset for impairment when
such indicators exist.
At the commencement date, the Group measures the lease liability at the
present value of the lease payments unpaid at that date discounted using the
interest rate implicit in the lease, or if that rate cannot be readily
determined, the Group’s incremental borrowing rate.
Subsequent to initial measurement, the liability will be reduced by lease
payments that are allocated between repayments of principal and finance costs.
The finance cost is the amount that produces a constant periodic rate of
interest on the remaining balance of the lease liability.
The lease liability is reassessed when there is a change in the lease
payments.
2
Operating expenses
2025 2024
(a) Analysis of operating expenses € €
Operating expenses 1,040,690 877,912
Transfer to intangible assets (509,888) (196,408)
530,802 681,504
Operating expenses are analysed as follows:
Wages, salaries and related costs 665,973 456,379
Professional fees 188,164 249,986
Other operating expenses 126,632 113,127
Auditor’s remuneration 41,500 40,000
Depreciation 18,421 18,420
1,040,690 877,912
Other operating costs include items such as insurance, printing, stationery
and office expenditure. Of the above costs, a total of
€509,888 (31 May 2024: €196,408) is capitalised to
intangible assets based on a review of the nature and quantum of the
underlying costs. The costs capitalised to intangible assets mainly relate to
salaries of geological and on-site staff together with an appropriate portion
of executive management salaries. €145,879 (31 May 2024: €201,162) is
charged to the Statement of profit or loss in relation to executive management
salaries.
2025 2024
€ €
(b) Wages, salaries and related costs as disclosed above is analysed as follows: The following amounts has been charged to Profit and Loss account:
Wages and salaries 636,466 450,374
Social insurance costs 29,507 6,005
665,973 456,379
Capitalised as intangible assets 457,004 192,411
Charged to profit and loss 208,969 263,968
665,973 456,379
The average number of persons employed during the financial year (including
executive Directors) by activity was as follows:
2025 2024
Exploration and evaluation 6 6
Corporate management and administration 2 2
8 8
The Group has an externally funded defined contribution scheme in order to
satisfy the pension arrangements in respect of certain management personnel.
No pension contribution costs or share based payments have been incurred over
the past number of years. Accrued amounts of salary and
pension owing to current and former directors are set out in note 13.
It is anticipated that the Company will move towards
incorporating share based payments as part of overall remuneration in future
years.
An analysis of remuneration for each Director of the Company in the current
financial year (prior to amounts transferred to intangible assets) is as
follows:
Fees € Salary € Total €
Professor Richard Conroy 8,333 67,219 75,552
Maureen T.A. Jones 9,523 114,851 124,374
John Sherman 17,459 - 17,459
Professor Garth Earls 9,523 - 9,523
Brendan McMorrow 9,523 - 9,523
Howard Bird 9,523 - 9,523
Marian Moroney 7,144 - 7,144
Cathal Jones 9.523 75,585 85,108
80,551 257,665 338,206
An analysis of remuneration for each Director of the Company in
the prior financial year (prior to amounts transferred to intangible assets)
is as follows:
Fees € Salary € Total €
Professor Richard Conroy 22,220 179,250 201,470
Maureen T.A. Jones 9,523 114,851 124,374
John Sherman 3,968 - 3,968
Professor Garth Earls 9,523 - 9,523
Brendan McMorrow 9,523 - 9,523
Howard Bird 9,523 - 9,523
Marian Moroney - - -
Cathal Jones - - -
64,280 294,101 358,381
3 Loss before taxation
The loss before taxation is arrived at after charging the following items:
2025 2024
€ €
Depreciation 18,421 18,421
Auditor’s remuneration - Group
The analysis of the auditor’s remuneration is as follows:
* Audit of group financial statements 41,500 40,000
Auditor’s remuneration - Company
The analysis of the auditor’s remuneration is as follows:
* Audit of entity financial statements 35,000 35,000
* Other assurance services 6,500 5,000
4 Directors’ remuneration
2025 2024
€ €
Aggregate emoluments paid to or receivable by Directors in respect of qualifying services 338,206 358,381
During the years ended 31 May 2025 and 31 May 2024, one Director was a member
of a defined contribution scheme but no amounts were paid or payable and
accordingly, no other disclosures are required by Section 305 of the Companies
Act 2014.
No compensation has been paid for the loss of office or other termination
benefit in respect of the loss of office of Director or other offices (31 May
2024: €Nil).
5 Income tax expense
No taxation charge arose in the current or prior financial year due to losses
being carried forward in the current financial year and losses incurred in the
prior financial year.
Factors affecting the tax charge for the financial year:
The total tax charge for the financial year is different to the standard rate
of Irish corporation tax. This is due to the following:
2025 2024
€ €
Loss on ordinary activities before tax (633,394) (585,920)
Irish standard tax rate 12.5% 12.5%
Tax credit at the Irish standard rate (79,174) (73,240)
Effects of:
Losses carried forward for future utilisation 79,174 73,240
Tax charge for the financial year - -
No deferred tax asset has been recognised on accumulated tax losses as it
cannot be considered probable that future taxable profit will be available
against which the deferred tax asset can be utilised.
Unutilised losses may be carried forward from the date of the origination of
the losses but may only be offset against taxable profits earned from the same
trade. Unutilised losses carried forward amounted to
€24,332,100 at 31 May 2025 and €23,698,706 at 31 May 2024.
6. Loss per share
2025 2024
€ €
Loss for the financial year attributable to equity holders of the Company (633,394) (585,920)
Basic loss per share
No. of shares No. of shares
Number of ordinary shares at start of financial year 47,848,693 44,756,101
Number of ordinary shares issued during the financial year 7,255,482 3,092,592
Number of ordinary shares at end of financial year 55,104,175 47,848,693
Weighted average number of ordinary shares for the purposes of basic earnings per share 52,500,153 47,687,709
Loss per ordinary share (0.0121) (0.0123)
Diluted loss per share
The effect of share options and warrants is anti-dilutive.
7 Subsidiaries
% Owned Class 31 May 2025 31 May 2024
€ €
Conroy Gold (Longford-Down) Limited 100% Ordinary 9,116,824 9,116,824
Conroy Gold (Clontibret) Limited 100% Ordinary 5,766,902 5,766,902
Conroy Gold (Armagh) Limited 100% Ordinary 3,719,358 3,719,358
Armagh Gold Limited 100% Ordinary 3 3
Conroy Gold Limited 100% Ordinary 1 1
18,603,088 18,603,088
The registered office of the above subsidiaries is Shannon Airport House,
Shannon Free Zone, Shannon, Co. Clare, V14 E370, Ireland.
Conroy Gold (Longford Down) Limited, Conroy Gold (Clontibret) Limited, Conroy
Gold Limited and Conroy Gold (Armagh) Limited carry out the same business
activity as their parent company which is that of Mineral exploration and
development. Armagh Gold is a dormant company.
The recoverability of amounts invested in the companies is
dependent on the success of the Group’s exploration efforts and is reflected
in the value of Group intangible assets. The Board are
satisfied that the carrying value of these investments is exceeded by their
underlying value.
As a result of the termination of the Joint Venture detailed in Note 14, all
“a” and “c” convertible equity shares in each of Conroy Gold (Longford
Down) Limited, Conroy Gold (Clontibret) Limited and Conroy Gold (Armagh)
Limited were acquired by the Company for €1 per subsidiary company.
8 Intangible assets
Exploration and evaluation assets
Group: Cost 31 May 2025 31 May 2024
€ €
At 1 June 28,405,738 26,331,917
Expenditure capitalised during the financial year
* License and appraisal costs 349,561 1,508,787
* Other operating expenses 304,194 565,034
At 31 May 29,059,493 28,405,738
Company: Cost 31 May 2025 31 May 2024
€ €
At 1 June 3,870,524 3,651,597
Expenditure capitalised during the financial year
* License and appraisal costs 319,869 75,640
* Other operating expenses 222,274 143,287
At 31 May 4,412,667 3,870,524
Exploration and evaluation assets relate to expenditure incurred in the
development of mineral exploration opportunities. These
assets are carried at historical cost in accordance with IFRS 6 Exploration
for and Evaluation of Mineral Resources. They are subject to impairment
assessment whenever indicators of impairment exist, considering factors such
as the remaining terms of licences or claims, the likelihood of licence
renewal, the probability of further exploration or evaluation expenditure, the
potential discontinuation of exploration activities on specific claims, and
any available data indicating that the recoverable amount of the asset may be
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. 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.
In assessing for impairment the Board of Directors have considered in
particular the proposed work programmes for the underlying mineral resources
in both Ireland and Finland and their likelihood of adding to the existing
resource and resource potential in their licence areas.
They have 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 and this confidence is underpinned by the strength of the gold
price which was in excess of $4,000 (c. €3,500) per ounce in October 2025.
The Board of Directors note that the realisation of the intangible assets is
dependent on further successful development and ultimate production of the
mineral resources and the availability of sufficient finance to bring the
resources to economic maturity and profitability. Please refer to Note 16 for
details of further work commitments.
Mineral interests are categorised geographically as follows:
Group: Ireland Cost 31 May 2025 € 31 May 2024 €
At 1 June 25,554,483 23,503,635
Expenditure capitalised during the financial year
* License and appraisal costs 341,563 1,503,968
* Other operating expenses 299,445 546,879
At 31 May 26,195,491 25,554,482
Group: Finland Cost 31 May 2025 € 31 May 2024 €
At 1 June 2,851,256 2,828,282
Expenditure capitalised during the financial year
* License and appraisal costs 7,996 4,819
* Other operating expenses 4,750 18,155
At 31 May 2,864,002 2,851,256
Company: Ireland Cost 31 May 2025 € 31 May 2024 €
At 1 June 1,019,268 823,315
Expenditure capitalised during the financial year
* License and appraisal costs 311,872 70,821
* Other operating expenses 217,525 125,132
At 31 May 1,548,665 1,019,268
Company: Finland Cost 31 May 2025 € 31 May 2024 €
At 1 June 2,851,256 2,828,282
Expenditure capitalised during the financial year
* License and appraisal costs 7,996 4,819
* Other operating expenses 4,750 18,155
At 31 May 2,864,002 2,851,256
9. Property, plant and equipment
In respect of the current financial year:
Group Motor Vehicles Plant & Office Equipment Total
€ € €
Cost
At 1 June 2024 80,206 178,572 258,778
Additions - - -
At 31 May 2025 80,206 178,572 258,778
Accumulated depreciation
At 1 June 2024 42,734 142,068 184,802
Charge for the financial year 12,490 5,931 18,421
At 31 May 2025 55,224 147,999 203,223
Carrying amount at 31 May 2025 24,982 30,573 55,555
Company Motor Vehicles Plant & Office Equipment Total
€ € €
Cost
At 1 June 2024 80,206 168,207 248,413
Additions - - -
At 31 May 2025 80,206 168,207 248,413
Accumulated depreciation
At 1 June 2024 42,734 140,065 182,799
Charge for the financial year 12,490 4,894 17,384
At 31 May 2025 55,224 144,959 200,183
Carrying amount at 31 May 2025 24,982 23,248 48,230
The carrying amount of motor vehicles includes right-of-use assets recognised
in respect of leased vehicles. These right-of-use assets are initially
measured at cost, comprising the initial lease liability, any lease payments
made at or before the commencement date, and any initial direct costs
incurred. This motor vehicle was originally recorded at
its total cost of €42,902 and its amortised value at 31 May 2025 and 2024 is
set out below:
Group and Company
2025 2024
€
€
Motor vehicles 17,161
25,742
The corresponding lease liability associated with the above right-of-use asset
due in more than 1 year is €1,790. (2024: €11,445).
In respect of the previous financial year:
Group Motor Vehicles Plant & Office Equipment Total
€ € €
Cost
At 1 June 2023 80,206 177,878 258,084
Additions - 694 694
At 31 May 2024 80,206 178,572 258,778
Accumulated depreciation
At 1 June 2023 30,244 136,137 166,381
Charge for the financial year 12,490 5,931 18,421
At 31 May 2024 42,734 142,068 184,802
Carrying amount at 31 May 2024 37472 36,504 73,976
Company Motor Vehicles Plant & Office Equipment Total
€ € €
Cost
At 1 June 2023 80,206 168,207 248,413
Additions - - -
At 31 May 2024 80,206 168,207 248,413
Accumulated depreciation
At 1 June 2023 30,244 135,171 165,415
Charge for the financial year 12,490 4,894 17,384
At 31 May 2024 42,734 140,065 182,799
Carrying amount at 31 May 2024 37,472 28,142 65,614
10 Other receivables
Group 31 May 2025 31 May 2024
€ €
Amount owed by Karelian Diamond Resources P.L.C. 75,065 144,551
Amounts owed by other related parties 68,715 64,226
Prepayments 32,482 51,981
VAT receivable 10,762 126,819
187,024 387,577
Company 31 May 2025 31 May 2024
€ €
Amounts owed from Conroy Gold Limited 518,519 521,230
Amount due from Karelian Diamond Resources P.L.C. 75,065 144,551
Amounts owed from Conroy Gold (Clontibret) Limited - 25,094
Amounts owed from Conroy Gold (Longford-Down) Limited - 10,793
Amounts owed from Armagh Gold Limited 3,467 -
Amounts owed by other related parties 65,566 72,518
Prepayments 31,847 43,371
VAT receivable 9,830 21,412
704,294 838,969
The Directors consider that the carrying values of trade and other receivables
are approximate to their fair values. No expected credit
losses exist in relation to the Group’s receivables as at 31 May 2025 (2024:
€Nil).
The realisation of amounts owed by Group companies to the Company is dependent
on the 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. The Company has confirmed that
it will not call on these balances within twelve months from the date of
signing of these financial statements unless they are immediately in a
position to discharge the balances. However, as these amounts are receivable
from the Group companies, the Directors are confident that the probability of
default is negligible.
Karelian Diamond Resources P.L.C. (“Karelian”) is not a group company
however the Company holds a 2.545% interest in Karelian and it is also
considered related due to common directors, registered office, the sharing of
personnel and office facilities. Due to this relationship, expenses are shared
and allocated to one another and payment of these is through an intercompany
account. Other related companies are as set out in Note
17 (f). Because of the interrelationship of the Group
with Karelian in terms of shared costs and the cross-over of relationship
between the Estate of Professor Richard Conroy, and the other related
companies, the Directors consider that the probability of default is
negligible.
11 Financial assets
Group and Company
31 May 2025 31 May 2024
€ €
Equity investment 34,012 143,943
Convertible loan 142,506 136,026
176,518 279,969
In May 2023, the Group reached an agreement whereby it converted an amount
equivalent to €143,943 (£125,000) (of amounts owing by Karelian into
5,000,000 new ordinary shares of €0.00025 each in the capital of Karelian at
a price of 2.5p per share. The quoted share price of Karelian was 0.585p per
share at 31 May 2025 (2024: 2.7p).
The fair value of the Company’s shareholding in Karelian was therefore
revised downwards to €34,012 with the resultant decrease in fair value of
€109,931 recognised as a loss in the statement of profit or loss.
As part of the same transaction a further amount outstanding equivalent to
£112,500 was incorporated into a convertible loan note (“the Loan Note”)
with a term of 18 months attracting an interest rate of 5% per annum, payable
on the redemption or conversion of the Loan Note. The
Loan Note can be converted at the option of the Company at a price equivalent
to 5p per Share. The Group is in discussions to extend
the term of this Loan Note. Interest income of
€6,481 (2024: €6,481) was earned on the financial asset during the year.
12 Cash and cash
equivalents
Group 31 May 2025 31 May 2024
€ €
Cash held in bank accounts 77,285 143,532
77,285 143,532
Company 31 May 2025 31 May 2024
€ €
Cash held in bank accounts 75,295 55,943
75,295 55,943
13 Current liabilities
Trade and other payables
Group 31 May 2025 31 May 2024
€ €
Amounts falling due within one year:
Other creditors and accruals 648,800 660,627
Accrued Directors’ remuneration
Fees and other emoluments 1,256,937 2,617,549
Pension contributions 164,675 164,675
Accrued former Directors’ remuneration
Fees and other emoluments 2,082,156 443,022
4,152,568 3,885,873
Company 31 May 2025 31 May 2024
€ €
Amounts falling due within one year:
Other creditors and accruals 341,376 336,219
Amounts owing to subsidiary companies 378,216 381,725
Accrued Directors’ remuneration
Fees and other emoluments 1,256,937 2,617,549
Pension contributions 164,675 164,675
Accrued former Directors’ remuneration
Fees and other emoluments 2,082,156 443,022
4,223,360 3,943,190
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, Cathal Jones, Professor Garth Earls,
Brendan McMorrow, Howard Bird, John Sherman and former Directors,
James P. Jones, Séamus P. Fitzpatrick and Dr. Sorċa Conroy and the
representatives of the Estate of Professor Richard Conroy and his
beneficiaries have confirmed that they will not seek repayment of amounts owed
to them by the Group and the Company of €3,460,200 (31 May 2024:
€3,188,823) 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.
Post year end, the Company entered into an arrangement in relation to amounts
owing to certain Directors, former Directors and the representatives of the
Estate of Professor Richard Conroy whereby 20% of the amounts owing to them in
respect of Directors Fees and salaries were written off with the balance of
the amounts owing deferred to be payable via a Net Smelter Royalty out of
commercial production from a mine in one or more of the Group’s licences.
This is set out in more detail in Note 20.
Related party loans – Group and Company
Related party loans 31 May 2025 31 May 2024
€ €
Related Party Loans 136,999 136,999
Directors’ Current Accounts 2,264 0
139,263 136,999
The related party loans amounts relate to monies owed to the Estate of
Professor Richard Conroy amounting to €101,999 (31 May 2024: €101,999) and
Séamus P. Fitzpatrick (former Director) amounting to €35,000 (31 May 2024:
€35,000). There is no interest payable in respect of these loans, no
security has been attached to these loans and there are no repayment or
maturity terms. The amounts were discharged post year
end. 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).
Directors’ current accounts represent amounts owing to Maureen Jones of
(€1,737) and Cathal Jones (€527) in respect of costs incurred on behalf of
the Company as at 31 May 2025.
14
Non-current liabilities
Warrant liabilities
During the year ended 31 May 2025, 7,255,482 warrants were issued with a
sterling exercise price of £0.095 and expiry term of 1 year as part of an
issue of new ordinary shares. The fair value amount at
grant date was valued using the Black Scholes Model and an amount of €3,394
was recorded as a warrant liability and deducted from share premium as a share
issue cost in accordance with the Group’s accounting policies.
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
in the prior year.
At 31 May 2025, the warrants in issue were fair valued and the resultant
movement of €553 was reflected in the financial statements as an increase in
the fair value of warrants (2024: reduction of €90,403) resulting in a
warrant liability of €18,438 as at 31 May 2025 (31 May 2024: €14,492).
See Note 18.
Convertible loan
On 15 May 2025, the Company entered into an unsecured convertible loan
agreement for €240,080 with a number of Lenders (the “Lenders”). Theses
loan notes have a term of 3 years and attract an interest rate of 7.5% per
annum which is payable on the redemption or conversion of the Convertible Loan
Notes. The Convertible Loan Notes are unsecured. No
interest has been accrued on the Loan Notes as they were issued close to the
year end and the embedded derivative element of the convertible loans has been
transferred to other reserves in line with the Group’s accounting policies.
31 May 2025 31 May 2024
€ €
Opening Balance - -
Loan Notes issued during the year 240,080 -
Derivative element of convertible loan notes (23,972) -
216,108 -
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. Amounts invested by Demir Export were treated as a
non-controlling interest in each year from financial year ending 31 May 2022.
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 which was accounted for as a non-controlling interest.
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 was 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. An obligation has
been recognised given that it is considered probable by the Directors that one
of the groups exploration and evaluation assets will be commercially
developed.
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 difference between this and the value of the non-controlling
interest of €5,657,671 resulted in a gain of €1,156,261 being recognised
in the Statement of Changes in Equity and recorded as an increase in other
reserves on the Group’s Statement of Financial Position in the consolidated
financial statements to 31 May 2024 in accordance with IFRS 10.
The fair value of the liability was considered at both 31 May 2024 and 31 May
2025 in the context of any potential changes in underlying assumptions and no
amendment made as any relevant changes were immaterial.
15 Called up share capital and share
premium – Group and Company
Authorised: 31 May 2025 31 May 2024
€ €
11,995,569,057 ordinary shares of €0.001 each 11,995,569 11,995,569
306,779,844 deferred shares of €0.02 each 6,135,597 6,135,597
437,320,727 deferred shares of €0.00999 each 4,368,834 4,368,834
22,500,000 22,500,000
The deferred shares do not entitle the holder to receive a dividend or other
distribution. Furthermore, the deferred shares do not entitle the shareholder
to receive notice of or vote at any general meeting of the Company, and do not
entitle the shareholder to any proceeds on a return of capital or winding up
of the Company.
Issued and fully paid – Current financial year
Number of ordinary shares Called up share capital € Capital conversion reserve fund € Called up deferred share capital € Share premium €
Start of financial year 47,848,693 47,719 30,617 10,504,431 16,058,756
Share issue (a) 7,255,482 7,256 - 398,672
Share issue costs - - - - (10,880)
End of financial year 55,104,175 54,975 30,617 10,504,431 16,446,548
(a) On 8 October 2024 the Company raised
€405,928 before share issue costs through the issue of 7,255,482 ordinary
shares of €0.001 in the capital of the company at a price of £0.0475 per
share. The company incurred share issue costs of a total
of €10,880 with €3,495 being the fair value as at date of grant of
warrants issued as part of the terms attaching to the share issue.
Issued and fully paid – Prior financial
year
Number of ordinary shares Called up share capital € Capital conversion reserve fund € Called up deferred share capital € Share premium €
Start of financial year 44,756,101 44,756 30,617 10,504,431 15,698,805
Share issue (b) 3,092,592 2,963 485,204
Share Issue costs - - - - (125,253)
End of financial year 47,848,693 47,719 30,617 10,504,431 16,058,756
(b) On 20 June 2023 the Company raised
€488,467 through the issue of 3,092,592 ordinary shares of €0.001 in the
capital of the company at a price of £0.135 per share with related share
issue costs of €125,253 of which €104,895 related to the fair value of
warrants issued as part of the terms attaching to the share issue.
Warrants: At 31 May 2025, there were warrants in
issue over 3,092,592 shares exercisable at a price of £0.225 at any time up
to 13 June 2026, and warrants in issue over 7,255,482 exercisable at a price
of £0.095 at any time up until 15 October 2025 (see also Note 18).
Share Price: The share price at 31 May 2025 was £0.045
(31 May 2024: £0.0912). During the financial year, the price ranged from
£0.0215 to £0.0912 (31 May 2024: from £0.0912 to £0.1725).
16 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 2025, the Group had work commitments of €115,000 (31 May 2024:
€48,000) for year to 31 May 2026.
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 2025 (31 May 2024: €Nil).
17 Related party
transactions
(a) Details as to shareholders and
Directors’ loans and share capital transactions with John Sherman,
representatives of the Estate of Professor Richard Conroy (former Director)
and Séamus P. Fitzpatrick (former Director) are outlined in the Directors
Report and Notes 13 and 14 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 unless the company is in a position to pay.
(b) For the financial year ended 31 May 2025, the Company
incurred costs totalling €52,702 (31 May 2024: €115,048) 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:
2025 2024
€ €
Salaries 43,005 71,738
Rent and rates - 13,310
Shared Consultancy Cost (20,628) -
Other operating expenses 30,325 30,000
52,702 115,048
(c) At 31 May 2025 the company recorded a
receivable of €75,065 from Karelian Diamond Resources P.L.C. (31 May 2024:
€144,551). 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 2025, the Company received
€129,495 from (31 May 2024: €23,027 paid to) 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 in
Karelian Diamond Resources P.L.C. 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 2025, Conroy Gold Limited owed
€518,519 (31 May 2024: €521,230) to the Company.
(f) At 31 May 2025, the Company was owed
€13,933 (31 May 2024: €13,933) by Trans-International Oil Exploration
Limited. Maureen T.A. Jones is a Director of Trans-International Oil
Exploration Limited. The Estate of Professor Richard Conroy holds 50.7% of the
share capital of this company. A further €47,535 (31 May 2024: €47,535) is
owed by Conroy P.L.C., a company in which the Estate of Professor Richard
Conroy has a controlling interest. Amounts totalling €3,076 (31 May 2024:
€3,076) were owed by companies in which the Estate of 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 2025, the Company owed €10,398 to
(31 May 2024: €25,094 was owed by) Conroy Gold (Clontibret) Limited,
€36,389 to (31 May 2024: €10,793 was owed by) Conroy Gold (Longford-Down)
Limited and it owed €331,429 to (31 May 2022: €381,725) 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. The compensation of
all key management personnel during the year was €338,206 (31 May 2024:
€426,124). Further analysis of remuneration for each
Director of the Company is set out in Note 2.
(i) As set out in Note 20, a number of the
directors and former directors entered into an arrangement post year end
whereby certain amounts owing to them were written off and deferred contingent
on the future success of the Company.
(j) Professor Garth Earls invoiced the
Group for €1,975 (31 May 2024: €2,933) during the financial year for
professional services rendered to the Group. At 31 May 2025, Professor Garth
Earls was owed €54,092 (31 May 2024: €44,568) in respect of these services
and services to the company as director.
(k) Cathal Jones was owed €35,000 by the
Group at both 31 May 2024 and 2025 in respect of professional services other
than as director prior to his being appointed as a director.
This amount was included in the post year end write off and deferral
arrangement detailed in Note 20.
(l) During the year the Company
entered into unsecured Convertible Loan Note Agreements (the Loan Notes)
amounting to €240,179 (£203,400) with a number of Lenders as detailed in
Note 14. John Sherman subscribed for €39,546
(£33,500) of these Loan Notes. Hard Metal Machine Tools
Limited (a company 99% owned by Phillip Hannigan, a substantial shareholder in
the Company) also subscribed for €50,465 (£42,750) of these loan notes.
18
Share-based payments
The Company has an equity-settled share-based payment arrangement with
non-market performance conditions.
At 31 May 2025, there were no share options outstanding (31 May 2024: €Nil).
Details of the warrants outstanding during the financial year are below.
2025 2025 2024 2024
No. of share warrants Weighted average exercise price € No. of share warrants Weighted average exercise price €
At 1 June 3,092,592 0.268 - -
Issued during the financial year (Note 15) 7,255,482 0.113 3,092,592 0.264
Lapsed during the financial year - - - -
At 31 May 10,348,074 0.159 3,092,592 0.264
The Company issued 7,255,482 warrants on 9 October 2024 at a price of £0.095
per share and with a term of one year and an estimated fair value of €3,394
at date of grant which was deducted from share premium at the date of grant in
line with the Company’s accounting policies. The
company issued 3,092,592 warrants on 23 June 2023 at a price of £0.225 per
shares and with a term of three years.
As a result of the valuation performed at year end, the fair value of the
sterling based warrants was €18,438 at 31 May 2025 (31 May 2024: €14,192)
and accordingly €553 was debited to the Statement of profit or loss as a
movement in the fair value of warrants.
The Company estimated the fair value of warrants using the Black Scholes
Model. The determination of the fair value of the warrants on the date of
grant using the Black Scholes Model is affected by the Company’s share price
as well as assumptions regarding a number of other variables. These variables
include the expected term of the warrants, the share price volatility, the
risk-free interest rate and the expected dividends.
The following key input assumptions were used to calculate the fair value of
the sterling based warrants:
31 May 2025 9 October 2024 31 May 2024 23 June 2023
Warrants Warrants Warrants Warrants
Dividend yield 0% 0% 0% 0%
Share price volatility 100.95% 43% 46.49% 43.00%
Risk free interest rate 4.15% 4.72% 4.72% 4.72%
Expected life (in years) 0.5 - 1 years 1 year 2 years 3 years
19 Financial instruments
Financial risk management objectives, policies and processes
The Group has exposure to the following risks from its use of financial
instruments:
(a) Inflation;
(b) Interest rate risk;
(c) Foreign currency risk;
(d) Liquidity risk; and
(e) Credit risk.
The Board of Directors has overall responsibility for the establishment and
oversight of the Group’s risk management framework.
The Group’s risk management policies are established to identify and analyse
the risks faced by the Group, to set appropriate risk limits and controls, and
to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the
Group’s activities. The Group Audit Committee oversees how management
monitors compliance with the Group’s risk management policies and procedures
and framework in relation to the risks faced.
(a) Inflation
The Group is exposed to the risk associated with inflation such as the impact
of increased operating expenses including rent, light and heat and wages and
salaries. The Chairman and Managing Director monitor costs on an ongoing
basis.
(b) Interest rate risk
The Group currently finances its operations through shareholders’ funds.
Short term cash funds are invested, if appropriate, in short-term
interest-bearing bank deposits. There were no short-term interest-bearing bank
deposits at 31 May 2025 or 31 May 2024 and no sensitivity analysis has been
performed. The Group did not enter into any hedging transactions with respect
to interest rate risk.
(c) Foreign currency risk
The Group is exposed to currency risk on purchases, loans and bank deposits
that are denominated in a currency other than the functional currency of the
entities of the Group.
It is Group policy to ensure that foreign currency risk is managed wherever
possible by matching foreign currency income and expenditure. During the
financial years ended 31 May 2025 and 31 May 2024, the Group did not utilise
foreign currency forward contracts or other derivatives to manage foreign
currency risk.
The Group’s foreign currency risk exposure in respect of the principal
foreign currencies in which the Group operates was as follows at 31 May 2025:
Sterling exposure Euro exposure Total
denominated in € € €
Cash and cash equivalents 108 77,177 77,285
Trade and other payables (68,345) (4,084,223) (4,152,568)
Other receivables and Vat receivable - 111,959 111,959
Amount owed by Karelian Diamond Resources P.L.C - 75,065 75,065
Related party loans - (139,263) (139,263)
Convertible Loan (240,179) - (240,179)
Total exposure (308,416) (3,959,285) (4,267,701)
The Group’s foreign currency risk exposure in respect of the principal
foreign currencies in which the Group operates was as follows at 31 May 2024:
Sterling exposure Euro exposure Total
denominated in € € €
Cash and cash equivalents 695 142,837 143,532
Trade and other payables (111,586) (3,774,287) (3,885,873)
Other receivables - 243,026 243,026
Amount owed by Karelian Diamond Resources P.L.C - 144,551 144,551
Related party loans - (136,999) (136,999)
Total exposure (110,891) (3,380,872) (3,491,763)
The following are the significant exchange rates that applied against €1
during the financial year:
Average rate 2025 Average rate 2024 Spot rate 31 May 2025 Spot rate 31 May 2024
GBP 0.840 0.860 0.841 0.851
Sensitivity analysis
A 10% strengthening of Euro against Sterling, based on outstanding financial
assets and liabilities at 31 May 2025 would have decreased the reported loss
by €30,842 (31 May 2024: €11,089) as a consequence of the retranslation of
foreign currency denominated financial assets and liabilities at those dates.
A weakening of 10% of the Euro against Sterling would have had an equal and
opposite effect. It is assumed that all other variables, especially interest
rates, remain constant in the analysis.
(d) Liquidity risk
Liquidity is the risk that the Group will not be able to meet its financial
obligations as they fall due. The Group’s approach to managing liquidity is
to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and adverse conditions,
without incurring unacceptable losses or risking damage to the Group’s
reputation.
The Group manages liquidity risk by regularly monitoring cash flow
projections. The nature of the Group’s exploration and appraisal activities
can result in significant differences between expected and actual cash flows.
Contractual maturities of financial liabilities as at 31 May 2025 were as
follows:
Item Carrying amount € Contractual cash flows € 6 months or less € 6 -12 months € 1-2 years € 2-5 years €
Trade and other payables (including related party loans) 4,291,832 4,291,832 624,337 207,295 3,460,200 -
Convertible Loan 216,208 240,180 - - - 240,180
4,508,040 4,532,012 624,337 207,295 3,460,200 240,180
Contractual maturities of financial liabilities as at 31 May 2024 were as
follows:
Item Carrying amount € Contractual cash flows € 6 months or less € 6 -12 months € 1-2 years € 2-5 years €
Trade and other payables (including related party loans) 4,034,318 4,034,318 610,210 235,285 3,188,823 -
4,034,318 4,034,318 610,210 235,285 3,188,823 -
*The amount of €624,337 (31 May 2024: €610,210) relates to trade creditors
and accruals.
**The Directors, namely Maureen T.A. Jones, Professor Garth Earls, Brendan
McMorrow, Howard Bird, John Sherman and former Directors, namely, James P.
Jones, Séamus P. Fitzpatrick and Dr. Sorċa Conroy and representatives of the
Estate of Professor Richard Conroy and his beneficiaries have confirmed that
they will not seek repayment of amounts owed to them by the Group and the
Company of €3,460,200 (31 May 2024: €3,188,823) within 12 months of the
date of approval of the financial statements, unless the Group has sufficient
funds to repay.
The Group had cash and cash equivalents of €77,285 at 31 May 2025 (31 May
2024: €143,532).
(e) Credit risk
Credit risk is the risk that one party to a financial instrument will cause a
financial loss for the other party by failing to discharge its obligation.
Credit risk is the risk of financial loss to the Group if a cash deposit,
amount owed by related party and other receivables is not recovered. Group
deposits are placed only with banks with appropriate credit ratings.
The carrying amount of financial assets represents the maximum credit
exposure. The maximum exposure to credit risk at 31 May 2025 and 31 May 2024
was:
31 May 2025 31 May 2024
€ €
Cash and cash equivalents 77,285 143,532
Amount owed by Karelian Diamond Resources Plc 75,065 144,551
Convertible Loan (Note 11) 142,506 136,026
Other receivables (Note 10) 68,715 64,226
363,571 488,335
The Group’s cash and cash equivalents are held at AIB Bank which has a
credit rating of “BBB+” (31 May 2024: BBB+) as determined by Standard &
Poor's Credit Rating, and Bank of Ireland which has a short term credit rating
of “F2’’ (31 May 2024: F2) as determined by Standard
& Poor's Credit Rating.
Expected credit loss
The Group measures credit risk and expected credit losses on financial assets
measured at amortised cost using probability of default, exposure at default
and loss given default. Management consider both historical analysis and
forward-looking information in determining any expected credit loss. At 31 May
2025 and 31 May 2024, all cash is accessible on demand and held with
counterparties with a credit rating of BBB+ or higher. Having considered the
credit rating of the counterparties and the outstanding balances, management
have determined that for both financial years presented, the amount of ECL is
immaterial.
The receivables relate to amounts receivable from Group/related companies (as
set out in Note 10). The directors are confident that the probability of any
default in relation to these items is so low that they have calculated the
amount of any related ECL to be immaterial.
(f) Fair values versus carrying
amounts
Due to the short-term nature of the Group’s current financial assets and
liabilities held at amortised cost at 31 May 2025 and 31 May 2024,
the fair value equals the carrying amount in each case. The carrying
value of non-current financial assets and liabilities has
been considered by the Board and is not materially different to their fair
value.
(g) Capital management
The Group’s objective is to discover and develop world class ore bodies in
order to create value for its shareholders. The Group’s strategy is to
explore in politically stable and geographically attractive countries such as
Ireland and Finland. The Group ensures as far as possible to obtain adequate
working capital to carry out its work obligations and commitments.
The Group’s overall strategy remains unchanged from the prior period.
The Group has historically funded its activities through share issues and
placings and loans. The Group’s capital structure is kept under review by
the Board of Directors and it is committed to capital discipline and continues
to maintain flexibility for future growth.
The capital structure of the Group consists of equity of the Group (refer to
the statement of changes in equity and Note 17). The Group is not subject to
any externally imposed capital requirements.
20 Post
balance sheet events
On 8 October 2025, the Company announced that it had raised €1,988,005
(£1,728,700) before expenses through the issue of 17,287,000 new ordinary
shares of €0.001 in the capital of the company at a price of £0.10 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 17 pence per Ordinary Share
exercisable for 12 months.
On 28 th August, the Company announced that it had signed
an agreement with certain past and current directors (or their representatives
in the case of a deceased former Director) (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. 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.
The confirmed participants include current directors, John Sherman, Chairman
(total amount owing €21,427), Maureen Jones, Managing Director (total amount
owing €1,238,565), Brendan McMorrow, Non-Executive Director (total amount
owing €46,627), and Cathal Jones, Finance Director, (total amount owing
€74,523). Former directors also participating are Dr.
Sorċa Conroy (total amount owing €57,138), James Jones (total amount owing
€273,769), Seamus FitzPatrick, (total amount owing €57,412), Michael Power
(total amount owing €17,378) and The Estate of Professor Richard Conroy
(total amount owing €1,649,458).
On 17 th October 2025, the Company announced that warrants
to acquire 4,558,258 ordinary shares had been exercised at a price of 9.5
pence per share, raising an amount of €497,987 (£433,034) for the Company.
There were no further material events after the reporting year requiring
adjustment to or disclosure in these audited consolidated and company’s
financial statements.
21
Approval of the audited consolidated financial statements for the financial
year ended 31 May 2025
These consolidated financial statements were approved by the Board
of Directors on 25 November 2025 and authorised for issue on 25 November 2025.
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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