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REG-Conroy Gold & Natural Resources Plc: Half-yearly results for the six months ended 30 November 2024

28 February 2025


Conroy Gold and Natural Resources plc

(“Conroy” or the “Company”)

 

Half-yearly results for the six months ended 30 November 2024

Conroy (AIM: CGNR), the Irish-based resource company focused on advancing its
“Discs of Gold” project in Ireland, is pleased to announce its results for
the six months ended 30 November 2024. Details of these can be found below and
a full copy of the interim results statement can be viewed on the Company’s
website.

Highlights:

 
* Re-logging programme for ca. 33,000 metres of drill core underway with focus
on 16,000+ metres at Clontibret.
 
* Base metals (zinc) scout drilling work in Northern Ireland and soil-sampling
campaign to help prioritize drilling targets on the 25km Skullmartin gold
trend carried out
 
* Ongoing discussions with potential strategic and financial partners on
defining and funding the next cycle of major investment in the “Discs of
Gold” project
 
* Application to the European Union for recognition of Clontibret, with its
antimony potential, as a strategic project planned
 
* Net assets of the group were €20,898,161 at 30 November 2024 and the loss
for the six month period was €238,578.  The Group raised £259,000 during
the period.
 

John Sherman, Chairman, commented:

“During the period we have identified base metal targets adjacent to the
Clay Lake gold target area, identified new gold targets on the Skullmartin
trend, commenced the re-logging of the Clontibret drill cores to upgrade the
current geological model and continued work on the other licence areas. We are
also in discussions with potential partners regarding the future funding of
the gold projects."

 

 For further information please contact:

 

 Conroy Gold and Natural Resources plc                                                          Tel: +353-1-479-6180                            
 John Sherman, Chairman Maureen Jones, Managing Director                                                                                        
 Allenby Capital Limited (Nomad)                                                                Tel: +44-20-3328-5656                           
 Nick Athanas/Nick Harriss                                                                                                                      
 Peterhouse Capital Limited (Broker) Lucy Williams / Duncan Vasey  Lothbury Financial Services  Tel: +44-20-7469-0930    Tel: +44-20-3290-0707  
 Michael Padley                                                                                                                                 
 Hall Communications                                                                            Tel: +353-1-660-9377                            
 Don Hall                                                                                                                                       

 

Visit the website at: www.conroygold.com

 

About the “Discs of Gold” Project
Conroy Gold’s “Discs of Gold” project in Ireland is defined by two
parallel district scale gold trends, extending over c.90km, which are 100%
held under license by the Company, and anchored by the Clontibret gold
deposit.  The Clontibret target area contains a currently defined 517Koz gold
resource @ 2.0 g/t Au (320Koz Au Indicated and 197Koz Au Inferred (2017))
which remains open in multiple directions.   The Company has identified a
further seven gold targets in its license area with the Clay Lake and
Creenkill gold targets being of particular interest.  Gold occurs in multiple
styles in the Company’s license area, including free gold, refractory gold
in arsenopyrite and gold associated with pyrite and antimony (stibnite),
suggesting multiple hydrothermal events seeded the deposit. There are clear
geological analogies between the “Discs” targets and large gold deposits
in Southeastern Australia and Atlantic Canada.

 

Chairman’s Statement

 

Dear Shareholder,

 

I present your Company's Half-Yearly Report and Condensed Consolidated
Financial Statements for the six-month period ended 30 November 2024. 

 

The period has been one of change but continued progress on the “Discs of
Gold” project.  The death in October of Professor Richard Conroy, founder
and untiring leader of your Company, certainly counts as major change.  His
steadfast belief that Ireland had significant potential for economic scale
gold ore bodies finds its expression in the “Discs” project, which the
Company’s directors and staff are all working diligently to advance. 

 

Following the agreement in April 2024 with Demir Export to end their
joint-venture partnership on good terms, Conroy Gold has been further
progressing exploration activities initiated during the partnership, including
base metals (zinc) scout drilling work in Northern Ireland and a soil-sampling
campaign to help prioritise drilling targets on the 25km Skullmartin gold
trend.  The data room for the “Discs of Gold” project was refreshed and
updated with the knowledge gained during the two years of partnership with
Demir, enabling the Company to engage in multiple, focused partnership
discussions.  Finally, the Company initiated a re-logging programme for c.
33,000 metres of drill core that will help inform and define choices in its
next cycle of major investment. 

 

The re-logging programme is a major undertaking, with the initial work focused
on the Clontibret gold deposit.  This effort has allowed for a consistent
logging approach and pXRF analyses of the in excess of 16,000 metres of
Clontibret core held by the Company, including that drilled by former partners
and operators. Significant information is being gained regarding the overall
geometry of folded geology in the deposit. The re-logging programme is
enabling the construction of a 3D geological model to help enhance the
Company’s understanding of the controls to mineralisation, particularly in
relation to the Fosterville deposit model where grades increase at depth.

 

A further output from the work on the Clontibret gold deposit will be a
clearer understanding of the Antimony potential and its impact on project
economics.  The deposit is actually sited on a historic antimony mine.  The
metal is seeing record high prices, due to its recognition as a critical
mineral by many countries and its constrained supply.   The Company intends
to apply to the European Commission for recognition of Clontibret with its
antimony potential as a strategic project under the European Critical Raw
Materials Act 2024 (“ECRMA”). The ECRMA aims to administratively and
financially support strategic projects along the critical raw materials value
chain to support supply continuity.

 

The overriding priority of the Company at present is to secure asset level
investment from strategic and/or financial partners to underwrite the next
cycle of major investment into the “Discs of Gold” project.   The
upgrading of the geological model will provide a robust foundation upon which
follow up drill programmes will be based.  

 

Finance

The loss after taxation for the half year ended 30 November 2024 was
€238,578 (30 November 2023 - €326,246) and the net assets as at 30
November 2024 were €20,898,161 (30 November 2023 - €24,527,955).

 

During the period the Company raised £259,000 at 4.75 pence per share. 
Warrants were issued to participants in the Fundraising, exercisable at 9.5
pence.

 

Directors and staff

 

I would like to thank my fellow directors, staff and consultants for their
continued support and dedication, which has enabled the Company to achieve
good progress over the period and following the death of Professor Conroy the
team has pulled together and intend to build upon his legacy. 

 

Outlook

 

Work continues on the exploration and the re-logging of the drill core so that
we better understand the structure of the formations.  We are in the unusual
position for a junior ming company to have full ownership of the licences over
two district scale gold trends which the Company has discovered and the
over-riding priority of the Company is to secure asset level investment from
strategic and/or financial partners to underwrite the next cycle of major
investment in the “Discs of Gold” project.

 

Yours faithfully,

 

___________________

John Sherman

Chairman

 

28 February 2025


Condensed consolidated income statement

 

                                            Six-month period ended 30 November 2024 (Unaudited) €      Six-month period ended 30 November 2023 (Unaudited) €      Year ended 31 May 2024 (Audited) €    
                                                                                                                                                                                                        
 Continuing operations                                                                                                                                                                                  
 Operating expenses                         (254,383)                                                  (343,684)                                                  (681,504)                             
 Movement in fair value of warrants         13,215                                                     18,085                                                     90,403                                
                                                                                                                                                                                                        
                                                                                                                                                                                                        
 Operating loss                             (241,168)                                                  (325,599)                                                  (591,101)                             
                                                                                                                                                                                                        
 Finance income – interest                  3,240                                                      -                                                          6,481                                 
 Interest expense                           (650)                                                      (647)                                                      (1,300)                               
                                                                                                                                                                                                        
 Loss before taxation                       (238,578)                                                  (326,246)                                                  (585,920)                             
                                                                                                                                                                                                        
 Income tax expense                         -                                                          -                                                          -                                     
                                                                                                                                                                                                        
 Loss for the financial period/year         (238,578)                                                  (326,246)                                                  (585,920)                             
                                                                                                                                                                                                        
 Loss per share                                                                                                                                                                                         
 Basic and diluted loss per ordinary share  (€0.0048)                                                  (€0.0069)                                                  (€0.0123)                             

 


Condensed consolidated statement of comprehensive income

 

                                                              Six-month period ended 30 November 2024 (Unaudited) €      Six-month period ended 30 November 2023 (Unaudited) €      Year ended 31 May 2024 (Audited) €    
                                                                                                                                                                                                                          
 Loss for the financial period/year                           (238,578)                                                  (326,246)                                                  (585,920)                             
                                                                                                                                                                                                                          
 (Expense)/Income recognised in other comprehensive income    -                                                                                                                     -                                     
                                                                                                                         -                                                                                                
 Total comprehensive (expense) for the financial period/year  (238,578)                                                  (326,426)                                                  (585,920)                             

 


Condensed consolidated statement of financial position

                                                                30 November 2024 (Unaudited)    30 November 2023 (Unaudited)    Year ended 31 May 2024 (Audited)  
                                                                €                               €                               €                                 
 Assets                                                                                                                                                           
 Non-current assets                                                                                                                                               
 Intangible assets                                              28,737,557                      27,596,208                      28,405,738                        
 Property, plant and equipment                                  64,766                          83,705                          73,796                            
 Financial Assets                                               283,209                         273,491                         279,969                           
 Total non-current assets                                       29,085,532                      27,953,404                      28,759,683                        
                                                                                                                                                                  
 Current assets                                                                                                                                                   
 Cash and cash equivalents                                      167,057                         264,096                         143,532                           
 Other receivables                                              207,932                         262,228                         387,577                           
 Total current assets                                           374,989                         526,324                         531,109                           
                                                                                                                                                                  
 Total assets                                                   29,460,521                      28,479,728                      29,290,792                        
                                                                                                                                                                  
 Equity                                                                                                                                                           
 Capital and reserves                                                                                                                                             
 Called up share capital                                        10,559,406                      10,552,280                      10,552,150                        
 Share premium                                                  16,447,666                      15,935,676                      16,058,756                        
 Capital conversion reserve fund                                30,617                          30,617                          30,617                            
 Share based payments reserve                                   42,664                          42,664                          42,664                            
 Other reserve                                                  1,277,857                       71,596                          1,277,857                         
 Retained deficit                                               (7,410,049)                     (6,912,097)                     (7,171,471)                       
 Total equity                                                   20,898,161                      19,720,737                      20,740,573                        
 Non controlling interests                                                                                                                                        
 Convertible shares in subsidiary companies                     -                               4,807,218                       -                                 
 Total non controlling interests                                -                               4,807,218                       -                                 
                                                                                                                                                                  
 Liabilities                                                                                                                                                      
 Non-current liabilities                                                                                                                                          
 Finance leases                                                 6,617                           16,272                          11,445                            
 Other Creditors                                                4,501,410                       -                               4,501,410                         
 Warrant liabilities                                            4,671                           209,790                         14,492                            
 Total non-current liabilities                                  4,512,698                       226,062                         4,527,347                         
                                                                                                                                                                  
 Current liabilities                                                                                                                                              
 Trade and other payables: amounts falling due within one year  3,912,660                       3,588,713                       3,885,873                         
 Related party loans                                            136,999                         136,999                         136,999                           
 Total current liabilities                                      4,049,659                       3,725,711                       4,022,872                         
                                                                                                                                                                  
 Total liabilities                                              8,562,357                       3,951,773                       8,550,219                         
                                                                                                                                                                  
 Total equity and liabilities                                   29,460,518                      28,4789,728                     29,290,792                        

 


Condensed consolidated statement of cash flows

for the six-month period ended 30 November 2024

 

                                                                  Six-month period ended 30 November 2024 (Unaudited) €      Six-month period ended 30 November 2023 (Unaudited) €      Year ended 31 May 2024 (Audited) €    
 Cash flows from operating activities                                                                                                                                                                                         
 (Loss) for the financial period/year                             (238,578)                                                  (326,246)                                                  (585,920)                             
 Adjustments for:                                                                                                                                                                                                             
 Depreciation                                                     9,210                                                      8,692                                                      18,421                                
 Interest expense                                                 650                                                        650                                                        1,300                                 
 Movement in fair value of warrants                               (13,215)                                                   (18,085)                                                   (90,403)                              
 Decrease/(increase) in other receivables                         179,645                                                    (137,399)                                                  (262,749)                             
 (Decrease)/increase in trade and other payables                  26,791                                                     (118,826)                                                  178,635                               
 Interest Income                                                  (3,240)                                                    -                                                          (6,481)                               
 Net cash used in operating activities                            (38,737)                                                   (591,214)                                                  (747,197)                             
                                                                                                                                                                                                                              
 Cash flows from investing activities                                                                                                                                                                                         
 Investment in exploration and evaluation                         (331,819)                                                  (1,264,292)                                                (2,073,821)                           
 Purchase of property plant and equipment                         -                                                          (694)                                                      (694)                                 
 Net cash used in investing activities                            (331,819)                                                  (1,264,986)                                                (2,074,515)                           
                                                                                                                                                                                                                              
 Cash flows from financing activities                                                                                                                                                                                         
 Receipts from Joint Venture Partner                              -                                                          1,100,000                                                  1,950,453                             
 Issue of Share Capital (net of costs)                            399,560                                                    467,809                                                    467,809                               
 (Payments to) / receipts from finance leases                     (5,479)                                                    (5,477)                                                    (10,953)                              
 Net cash provided by financing activities                        394,081                                                    1,562,332                                                  2,407,310                             
                                                                                                                                                                                                                              
 Increase/(Decrease) in cash and cash equivalents                 23,525                                                     (293,837)                                                  (414,402)                             
 Cash and cash equivalents at beginning of financial period/year  143,532                                                    557,934                                                    557,934                               
 Cash and cash equivalents at end of financial period/year        167,057                                                    264,096                                                    143,532                               

 


Condensed consolidated statement of changes in equity

for the six-month period ended 30 November 2024

 

                                Share capital  Share premium  Capital conversion reserve fund  Share- based payment reserve  Other reserve  Retained deficit  Total equity  
                                €              €              €                                €                             €              €                 €             
 Balance at 1 June 2024         10,552,150     16,058,756     30,617                           42,664                        1,227,857      (7,171,471)       20,740,573    
 Share issue                    7,256          398,673        -                                -                             -              -                 405,929       
 Share issue costs *            -              (9,763)        -                                -                             -              -                 (9,763)       
 Loss for the financial period  -              -              -                                -                             -              (238,578)         (238,578)     
 Balance at 30 November 2024    10,559,406     16,447,666     30,617                           42,664                        1,227,857      (7,410,049)       20,898,161    
                                                                                                                                                                            
 Balance at 1 June 2023         10,549,187     15,698,805     30,617                           42,664                        71,596         (6,585,551)       19,807,318    
 Share issue                    3,093          485,075        -                                -                             -              -                 488,168       
 Share issue costs              -              (248,203)                                                                                                      (248,203)     
 Loss for the financial period  -              -              -                                -                             -              (326,246)         (326,246)     
 Balance at 30 November 2023    10,552,280     15,935,677     30,617                           42,664                        71,596         (6,911,797)       19,720,737    

 

 

Share capital

The share capital comprises the nominal value share capital issued for cash
and non-cash consideration. The share capital also comprises deferred share
capital. The deferred share capital arose through the restructuring of share
capital which was approved at General Meetings held on 26 February 2015 and 14
December 2015.  

 

Authorised share capital:

The authorised share capital at 30 November 2024 comprised 11,995,569,058
ordinary shares of €0.001 each, 306,779,844 deferred shares of €0.02 each,
and 437,320,727 deferred shares of €0.00999 each (€22,500,000), (30
November 2023: 11,995,569,058 ordinary shares of €0.001 each, 306,779,844
deferred shares of €0.02 each, and 437,320,727 deferred shares of €0.00999
each (€22,500,000)).

 

*   Shares and Warrants issued during the period:

During the period ended 30 November 2024, the company issued a total of
7,255,482 ordinary shares at a price of £0.0475 per ordinary share,
generating €488,168 for the company through a combination of a fundraise of
£259,000 and the capitalisation of certain amounts owing by the company equal
to a further £85,345, being 1,802,851 fee shares.  Each share issued carried
a warrant to subscribe for one new ordinary share at a price of £0.095 per
ordinary share for every two shares held.   The warrants are exercisable at
any point to 20 October 2025.  The value of warrants issued were, being a
cost of issue of the ordinary shares, deducted from share premium in line with
the Group’s accounting policy.

 

Share premium

The share premium comprises the excess consideration received in respect of
share capital over the nominal value of the shares issued as adjusted for the
related costs of share issue in line with the Company’s accounting policies.

 

Capital conversion reserve fund

The ordinary shares of the Company were re-nominalised from €0.03174435 each
to €0.03 each in 2001 and the amount by which the issued share capital of
the Company was reduced, was transferred to the capital conversion reserve
fund.

 

Share based payment reserve

The share based payment reserve represents the amount expensed to the
condensed consolidated income statement in addition to the amount capitalised
as part of intangible assets of share-based payments granted which are not yet
exercised and issued as shares. During the six-month period ended 30 November
2024 no warrants expired.

 

Other reserve

The other reserve comprises of the equity portion of convertible loans and the
gain on fair valuing of the net smelter royalty set out in Note 6.

 

Retained deficit

This reserve represents the accumulated losses absorbed by the Company to the
condensed consolidated statement of financial position date.

 

The accompanying notes form an integral part of these condensed consolidated
financial statements. 

 

1.      Accounting policies
Reporting entity

Conroy Gold and Natural Resources plc (the “Company”) is a company
domiciled in Ireland. The unaudited condensed consolidated financial
statements for the six-month period ended 30 November 2024 comprise the
condensed financial statements of the Company and its subsidiaries (together
referred to as the “Group”).

 

Basis of preparation and statement of compliance

Basis of preparation

The condensed consolidated financial statements have been prepared in
accordance with International Accounting Standard (“IAS”) 34: Interim
Financial Reporting.

 

The condensed consolidated financial statements do not include all the
information and disclosures required in the annual consolidated financial
statements, and should be read in conjunction with the Group’s annual
consolidated financial statements as at 31 May 2024, which are available on
the Group’s website - www.conroygold.com. The accounting policies adopted in
the presentation of the condensed consolidated financial statements are
consistent with those followed in the preparation of the Group’s annual
consolidated financial statements for the year ended 31 May 2024.

 

The condensed consolidated financial statements have been prepared under the
historical cost convention, except for derivative financial instruments which
are measured at fair value at each reporting date.

 

The condensed consolidated financial statements are presented in Euro
(“€”). € is the functional currency of the Group.

 

The preparation of condensed consolidated financial statements requires the
Board of Directors and management to use judgements, estimates and assumptions
that affect the application of policies and reported amounts of assets,
liabilities, income and expenses. Actual results may differ from those
estimates. Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the financial
period in which the estimate is revised and in any future financial periods
affected. Details of critical judgements are disclosed in the accounting
policies detailed in the annual consolidated financial statements.

 

The financial information presented herein does not amount to statutory
consolidated financial statements that are required by Chapter 4 part 6 of the
Companies Act 2014 to be annexed to the annual return of the Company. The
statutory consolidated financial statements for the financial year ended 31
May 2024 will be annexed to the annual return and filed with the Registrar of
Companies. The audit report on those consolidated financial statements was
unqualified.

 

These condensed consolidated financial statements were authorised for issue by
the Board of Directors on 28 February 2025.

 

Going concern

The Group incurred a loss of €238,578 for the six-month period ended 30
November 2024 (30 November 2023: €326,246). The Group had net current
liabilities of €3,674,672 at that date (30 November 2023: €3,199,387). 

 

The Board of Directors have considered carefully the financial position of the
Group and in that context, have prepared and reviewed cash flow forecasts for
the period to 28 February 2026. In reviewing the proposed work programme for
exploration and evaluation assets, the results obtained from the exploration
programme, the ongoing support of directors and former directors (representing
in excess of €3.5 million of net current liabilities) and the prospects for
raising additional funds as required, the Board of Directors are satisfied
that it is appropriate to prepare the condensed consolidated financial
statements on a going concern basis.

 

Recent accounting pronouncements

The following new standards and amendments to standards have been issued by
the International Accounting Standards Board but have not yet been endorsed by
the EU, accordingly, none of these standards have been applied in the current
year. The Board of Directors is currently assessing whether these standards
once endorsed by the EU will have any impact on the financial statements of
the Group and the Company.
* Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between an
investor and its associate or joint venture – Postponed indefinitely; 
* Amendments to IFRS 16 Leases: Lease liability in a sale and leaseback –
Effective date 1 January 2024; and
* Amendments to IAS 1 Presentation of Financial Statements: Classification of
liabilities as current or non-current and classification of liabilities as
current or non-current – Effective date 1 January 2024.
 

Basis of consolidation

The condensed consolidated financial statements include the condensed
financial statements of Conroy Gold and Natural Resources plc and its
subsidiaries. Subsidiaries are entities controlled by the Company. Control
exists when the Group is exposed to or has the right to variable returns from
its involvement with the entity and has the ability to affect those returns
through its control over the entity. In assessing control, potential voting
rights that presently are exercisable are taken into account. The condensed
financial statements of subsidiaries are included in the condensed
consolidated financial statements from the date that control commences until
the date that control ceases. Intra-Group balances, and any unrealised income
and expenses arising from intra-Group transactions are eliminated in preparing
the condensed consolidated financial statements.

 

 
1.      Loss per share
 

 Basic earnings per share                                                                     Six-month period ended 30 November 2024 (Unaudited) €      Six-month period ended 30 November 2023 (Unaudited) €      Year ended 31 May 2024   (Audited) €    
 Loss for the financial period/year attributable to equity holders of the Company             (238,578)                                                  (326,246)                                                  (582,920)                               
                                                                                                                                                                                                                                                            
 Number of ordinary shares at start of financial period/year                                  47,848,693                                                 44,756,101                                                 44,756,101                              
 Number of ordinary shares issued during the financial period/year                            7,255,482                                                  3,092,592                                                  3,092,592                               
 Number of ordinary shares at end of financial period/year                                    55,104,175                                                 47,848,693                                                 47,848,693                              
 Weighted average number of ordinary shares for the purposes of basic earnings per share      49,881,823                                                 47,518,252                                                 47,687,709                              
 Basic loss per ordinary share                                                                (€0.0048)                                                  (€0.0069)                                                  (€0.0123)                               

 

Diluted loss per share

 

The effect of share warrants is anti dilutive.

 

1. Subsidiaries
 Shares in 100% owned subsidiary companies  30 November 2024 (Unaudited) €      30 November 2023 (Unaudited) €      31 May 2024  (Audited) €    
 Conroy Gold (Longford – Down) Limited      9,116,824                           9,116,823                           9,116,824                   
 Conroy Gold (Clontibret) Limited           5,766,902                           5,766,901                           5,766,902                   
 Conroy Gold (Armagh) Limited               3,719,358                           3,719,357                           3,719,358                   
 Conroy Gold Limited                        1                                   1                                   1                           
 Armagh Gold Limited                        3                                   3                                   3                           
                                            18,603,088                          18,603,085                          18,603,088                  

 

The registered office of the above subsidiaries is 3300 Lake Drive, Citywest
Business Campus, Dublin 24, D24 TD21, Ireland.

 
1. Intangible Assets
 Exploration and evaluation assets                                                                                                                           
 Cost                                          30 November 2024 (Unaudited) €      30 November 2023 (Unaudited) €                31 May 2024  (Audited) €    
 At 1 June                                     28,405,738                          26,331,917                                    26,331,917                  
 Expenditure during the financial period/year                                                                                                                
 * License and appraisal costs                 160,781                             1,034,256                                     1,508,787                   
 * Other operating expenses                    171,038                             230,035                                       565,034                     
 At 30 November/31 May                         28,737,557                          27,596,208                                    28,405,738                  
                                                                                                                                                             

 

Exploration and evaluation assets relate to expenditure incurred in the
development of mineral exploration opportunities. These assets are carried at
historical cost and have been assessed for impairment in particular with
regard to the requirements of IFRS 6: Exploration for and Evaluation of
Mineral Resources relating to remaining licence or claim terms, likelihood of
renewal, likelihood of further expenditure, possible discontinuation of
activities as a result of specific claims and available data which may suggest
that the recoverable value of an exploration and evaluation asset is less than
its carrying amount. 

 

The Board of Directors have considered the proposed work programmes for the
underlying mineral resources. They are satisfied that there are no indications
of impairment.  The Board of Directors note that the realisation of the
intangible assets is dependent on further successful development and ultimate
production of the mineral resources and the availability of sufficient finance
to bring the resources to economic maturity and profitability.

 
1. Warrant liabilities
   The Company holds Euro and Sterling based warrants. The Company estimates
the fair value of the sterling-based warrants using the Binomial Lattice
Model. The determination of the fair value of the warrants is affected by the
Company’s share price at the reporting date and share price volatility along
with other assumptions. 

 

 As part of the share issue in October 2024, the Company issued 7,255,482
warrants whereby one ordinary share could be acquired for every two warrants
held at an exercise price of GBP 9.5 pence.  These warrants expire in October
2025.  The fair value of all warrants in issue at 30 November 2024 was
€4,761 and the movement in fair value of the warrants in the six month
period to 30 November 2024 resulted in a non-cash gain of €13,215.

 
1. Other Creditors / Non-Controlling Interest
Convertible shares and Net Smelter Royalty

Under the terms of the joint venture and related agreements entered into
between the Company and Demir Export on 31 December 2021, in return for
fulfilling funding and other obligations as set out in the agreements, Demir
Export made investments in the following wholly owned subsidiaries of the
Company: Conroy Gold (Clontibret) Limited, Conroy Gold (Longford Down) Limited
and Conroy Gold (Armagh) Limited.

 

On 29 April 2024, the Company entered into a binding agreement with Demir
Export that resulted in Demir Export exiting the joint venture.  Demir Export
had continued to spend on the project in the current financial year and at the
time of their exit, had invested a total of €5,657,671 in the subsidiary
companies covered by the joint venture. 

As a result of the joint venture exit, Demir transferred all convertible
shares to the Company with the consideration being the granting by the Company
of a net smelter royalty interest payable from future production.   The net
smelter royalty is calculated at a rate of 2% payable from commercial
production of minerals from the joint venture licences.  The royalty payment
will be made from the first mine or mines that are brought into production
however the total payment under the net smelter royalty is capped at the total
amount invested by Demir Export of €5,657,671.

 

This transaction is treated as an asset acquisition under IFRS 3 with the
value of the intangible assets acquired being equal to the investment into the
subsidiary companies by Demir Export of €5,657,671 and the consideration
paid being the granting of the Net Smelter Royalty to Demir Export which is
capped at the amount of the investment.   This liability is carried as a
non-current liability under other creditors as it will only become payable
when a fully permitted mine is brought into production in one or more of the
Group’s licences.

 

The fair value of the Net Smelter Royalty Liability as at 29 April 2024 (being
the date of the transaction), was calculated at €4,501,410 in accordance
with the Group’s accounting policies.   The resultant reduction in
liability of €1,156,261 is recognised as a gain in the Statement of Changes
in Equity and recorded as an increase in other reserves on the Group’s
Statement of Financial Position.  The fair value of the liability was
considered at the period end in the context of any potential changes in
underlying assumptions and no amendment made as any relevant changes were
immaterial.

 
1. Trade and other payables: amounts falling due within one year  
Included in the payables figure of €3,912,660 is an amount of €3,522,684
in respect of amounts owed to both current and former directors of the Group
who provide continuing support to the Group through renewing annually a
commitment not to seek payment of the amounts owed unless the Group is in a
position to discharge them. 

 
1. Commitments and contingencies
   Exploration and evaluation activities

The Group has received prospecting licences under the Republic of Ireland
Mineral Development Acts 1940 to 1995 for areas in Monaghan and Cavan. It has
also received licences in Northern Ireland for areas in Armagh in accordance
with the Mineral Development Act (Northern Ireland) 1969. At 30 November 2024,
the Group had work commitments of €48,000 for the year to 30 November 2025
in respect of these licences. 

 

The Group also hold prospecting license in Finland which are currently under
application for extending, however there are no work or financial commitments
in respect of these licenses as at 30 November 2024.

 
1. Subsequent events
There were no material events subsequent to the reporting date which
necessitate revision of the figures or disclosures included in the financial
statements. 

 
1. Related party transactions
 

(a)  Apart from Directors’ remuneration and participation in the share
issue dated 9 October 2024, there have been no contracts or arrangements
entered into during the six-month period in which a Director of the Group had
a material interest.

 

(b) The Group has an equity interest of 5,000,000 ordinary shares in Karelian
Diamond Resources PLC (“Karelian”) and entered into a convertible loan
note with Karelian in May 2023 which attracted an interest rate of 5% per
annum, payable on the redemption or conversion of the Loan Note.  The Loan
Note is convertible into ordinary shares at the option of the Company at any
time and was for an initial term of 18 months. The conversion price is at a
price of 5 pence per Karelian ordinary share. 

 

The Group has the right to seek conversion of the principal amount outstanding
on the convertible loan note and all interest accrued at any time during the
term.  The term of the formal loan agreement ended in November 2024. The
Group has been in discussions on extending the term of the loan and post
period end the parties have agreed in principle to extend the term of the
convertible loan to 30 November 2025, however this remains subject to, inter
alia, finalisation of a variation agreement and any necessary regulatory
approvals under the AIM Rules for Companies. The parties are also in
discussions to amend the conversion price of the convertible loan note as part
of the variation agreement.

 

(c)  The Group shares accommodation and staff with Karelian which have
certain common Directors and shareholders. For the six-month period ended 30
November 2024, the Group incurred costs totalling €34,245 (30 November 2023:
€49,597) on behalf of Karelian. These costs were recharged to Karelian by
the Group.    The Group was owed €126,592 by Karelian as at 30 November
2024 (30 November 2023:  €69,870).

 

 
1. Approval of the condensed consolidated financial statements
These condensed consolidated financial statements were approved by the Board
of Directors on 28 February 2025. A copy of the condensed consolidated
financial statements will be available on the Group’s website
www.conroygold.com on 28 February 2025.

 

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