REG-Conroy Gold & Natural Resources Plc: Half-yearly results for the six months ended 30 November 2025
02/02/2026 07:45
2 February 2026
Conroy Gold and Natural Resources plc
(“Conroy” or the “Company”)
Half-yearly results for the six months ended 30 November 2025
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 2025. 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:
* Restructuring completed in relation to amounts owing
to Directors and former Directors in excess of €3.3 million including a
write off of €680,000 with the balance being deferred and ultimately
repayable from success-based instruments tied to commercial production and a
material increase in the share price.
* Oversubscribed private placement at 10.0p raising
approximately €2.0 million (£1.7 million) with a further inflow of €0.5
million (£0.4 million) from the exercise of warrants during the period.
* The first phase of a new drilling programme at
Clontibret covering ca 2,000 metres commenced in November with the planned
holes aiming to follow on the gold and antimony plunge trends at Clontibret
identified during the detailed relogging project.
* Net assets of the group were €22,407,969 as at 30
November 2025 and the group made a profit for the six-month period of
€278,636 after the effects of the debt write off.
John Sherman, Chairman, commented:
“The balance sheet repair delivered during the reporting period, including
fundraisings involving both new and existing shareholders, is allowing the
Company to purposefully advance its “Discs of Gold” project.
The first phase of a new
drilling programme at the Clontibret gold deposit commenced at the end of the
reporting period; the work aims to assess the potential for higher-grade
structurally controlled gold mineralization at depth to expand the deposit, as
well as testing the antimony-bearing lode system for its potential
contribution to project economics.
I look forward to seeing the initial results of this work
by the end of the current calendar quarter."
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.
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
Hybridan LLP (Broker) Claire Louise Noyce Lothbury Financial Services Tel: +44-203-764 2341 Tel: +44-20-3290-0707
Michael Padley
Hall Communications Tel: +353-1-660-9377
Don Hall
Visit the website at:
www.conroygold.com
Chairman’s statement
Dear Shareholder,
I present your Company’s Half-Yearly Report and Condensed Financial
Statements for the six-month period ended 30 November 2025.
The critical action for the Company in the period was the repair to its
balance sheet through two steps as follows: 1) in late
August 2025 when the share price was 5.3p, the Company entered into an
agreement with certain current and former directors (“the Participants”)
to restructure amounts owed to them (in excess of €3.3M) into success-based
instruments tied to commercial production and a material increase in the share
price; and 2) in October 2025, the Company closed an
oversubscribed private placement at 10p raising €2.0M (c. £1.7M), with a
further inflow of €0.5M (c. £0.4M) coming from the exercise of 12-month
warrants at 9.5p issued as part of the Company’s October 2024 fundraising.
Further details on these two steps are in my letter sent
to shareholders dated 26 November 2025 along with the Company’s Annual
Report for 2025. To close my comments on this action, I
was pleased to see shareholders vote at the AGM in December to approve the
August agreement with near unanimity, allowing the Company to have a clear
focus on the future and a significantly approved balance sheet.
The strengthened financial base is allowing the Company to purposefully
advance its “Discs of Gold” project that covers two parallel district
scale gold trends, extending over 90km and 100% under license by the Company.
During the reporting period, the geologist team prepared
for the next phase of in-ground investment in the “Discs” project,
supplementing the knowledge gained from the ongoing re-logging and deposit
modelling effort with insights from new field work. The
geologists have also supported the executive team in discussions with
potential strategic and financial partners, with their help underpinning the
success of the fundraising in the period.
The first phase of a new drilling programme at Clontibret covering c. 2,000
metres commenced coincident with the close of the reporting period.
The planned holes aim to follow on the gold and antimony plunge
trends at Clontibret identified during the detailed relogging project, as
initially announced on 27 February 2025:
* The first hole underway targets the major stockwork zone beneath
the historic Tullybuck antimony mine at approximately 500 metres vertical
depth, while intersecting more than ten identified lodes before reaching the
stockwork. The hole’s objectives are to enhance the
geological understanding of the system and assess the potential for
higher-grade, structurally controlled mineralization at depth to expand the
deposit. It will represent the deepest drilling
undertaken at Clontibret to date.
* The second and third drill holes in the plan will test the strike
extension of the antimony-bearing lode system toward a postulated northern
fault zone believed to separate the Corcaskea mineralization from the main
Clontibret deposit. The holes will also test several of the central gold
lodes. The Company secured the services of a second
drill rig in December, so the first of these antimony-focused holes is
underway.
Later phases of the programme will look beyond Clontibret to build out the
Company’s understanding of the Clay Lake and Creenkill target areas.
The aim of this work is to support our ongoing effort to bring
further investment in the “Discs” project to develop and deliver a
successful gold mine in a manner that protects and materially increases the
per share value of your investment in your Company.
Finance
The profit after taxation for the half year end 30 November 2025 was
€278,636 (30 November 2024: loss of €238,578) and the net assets as at 30
November 2025 were €22,407,969 (30 November 2024:
€20,898,161).
The provisions of the Participants’ debt restructuring agreement had two
non-cash impacts on the financial statements in the period.
The Participants agreement to immediately write-off 20% of the amount owed
to them, this being €687,260, led to the reversal of a €401,1477 expense
accrual on the profit and loss statement, boosting equity, and reducing
intangible assets by €286,083. The effect on the intangible asset balance is
an output of the Company’s accounting policy to capitalise a portion of the
executive salary expense as an investment in exploration assets.
Furthermore, the Directors agreed not to seek repayment of the
remaining 80% of amounts owed to them before 30 November 2026, thereby
re-classifying this debt as a long-term liability.
Shareholder approval of the Director debt restructuring agreement in December
will have further non-cash effects on the financial statements in the second
half of this financial year. The effects will be a
function of: 1) the conversion of the 80% remainder of the Director debt into
a capped Net Smelter Royalty (“NSR”); and 2) the issuance of 30p
seven-year options to the agreement’s participants.
The Company intends to finalise the issue of the Options and the granting of
the NSR in the near term and a further announcement will be made by the
Company.
Directors and staff
I would like to thank my fellow directors, staff and consultants for their
ongoing support and dedication, which has allowed the Company to move forward
on its efforts to advance the “Discs of Gold” project with its ultimate
purpose of delivering a world-class gold mine.
Outlook
The Company expects initial results from the first round of drill holes in the
second half of the first calendar quarter, which will yield information on the
Clontibret deposit’s resource potential to expand in size at depth, as well
as on the potential for antimony to contribute to project economics.
Once the drilling of the first two holes is complete, the Company
intends to progress to drill the remaining holes in the first phase programme
at Clontibret.
I thank you for your support,
Yours faithfully,
___________________
John Sherman
Chairman
30 January 2026
Condensed consolidated income statement and condensed consolidated statement
of comprehensive income
for the six-month period ended 30 November 2025
Condensed consolidated income statement
Note Six-month period ended 30 November 2025 (Unaudited) € Six-month period ended 30 November 2024 (Unaudited) € Year ended 31 May 2025 (Audited) €
Continuing operations
Operating Income 1,223 - 2,711
Operating expenses (268,102) (254,383) (530,802)
Movement in fair value of investments - - (109,931)
Movement in fair value of warrants 6 151,635 13,215 (553)
Operating loss (115,244) (241,168) (638,575)
Finance income – interest 3,240 3,240 6,481
Interest expense (9,657) (650) (1,300)
Exceptional item – debt write off 5 401,177 - -
Profit / (loss) before taxation 279,516 (238,578) (633,394)
Income tax expense (880) - -
Profit / (loss) for the financial period/year 278,636 (238,578) (633,394)
Profit / (loss) per share
Basic and diluted profit (loss) per ordinary share 2 0.0046 (0.0048) (0.0121)
Condensed consolidated statement of comprehensive income
Six-month period ended 30 November 2025 (Unaudited) € Six-month period ended 30 November 2024 (Unaudited) € Year ended 31 May 2025 (Audited) €
Profit / (loss) for the financial period/year 278,636 (238,578) (633,394)
Cumulative translation adjustment on consolidation * 1 (204,813) - -
Total comprehensive income / (expense) for the financial period/year 73,823 (238,578) (633,394)
* resulting from the change in functional currency of Conroy Gold (Armagh)
Limited to Sterling from 1 June 2025 as described in Note 1.
The accompanying notes form an integral part of these condensed consolidated
financial statements .
Condensed consolidated statement of financial position
as at 30 November 2025
Note 30 November 2025 (Unaudited) 30 November 2024 (Unaudited) Year ended 31 May 2025 (Audited)
€ € €
Assets
Non-current assets
Intangible assets 4 28,954,903 28,737,557 29,059,493
Property, plant and equipment 46,346 64,766 55,555
Financial Assets 179,758 283,207 176,518
Total non-current assets 29,181,007 29,085,530 29,291,566
Current assets
Cash and cash equivalents 1,516,045 167,057 77,285
Other receivables 199,673 207,932 187,024
Total current assets 1,715,718 374,989 264,309
Total assets 30,896,725 29,460,519 29,555,875
Equity
Capital and reserves
Called up share capital 10,581,251 10,559,406 10,559,406
Share premium 18,232,650 16,447,666 16,446,548
Capital conversion reserve fund 30,617 30,617 30,617
Share based payments reserve 42,664 42,664 42,664
Other reserve 1,047,016 1,277,857 1,251,829
Retained deficit (7,526,229) (7,410,049) (7,804,865)
Total capital and reserves 22,407,969 20,898,161 20,526,199
Liabilities
Non-current liabilities
Finance leases - 6,617 1,790
Other creditors 5 7,250,447 4,501,410 4,501,410
Convertible loan 225,214 - 216,208
Warrant liabilities 6 526,703 4,672 18,438
Total non-current liabilities 8,002,364 4,512,699 4,737,846
Current liabilities
Trade and other payables: amounts falling due within one year 483,851 3,912,660 4,152,567
Related party loans 2,541 136,999 139,263
Total current liabilities 486,392 4,049,659 4,291,830
Total liabilities 8,488,756 8,562,358 9,029,676
Total equity and liabilities 30,896,725 29,460,519 29,555,875
The accompanying notes form an integral part of these condensed consolidated
financial statements.
Condensed consolidated statement of cash flows
for the six-month period ended 30 November 2025
Six-month period ended 30 November 2025 (Unaudited) € Six-month period ended 30 November 2024 (Unaudited) € Year ended 31 May 2025 (Audited) €
Cash flows from operating activities
Comprehensive income / (expense) for the period/year 278,636 (238,578) (633,394)
Adjustments for:
Depreciation 9,209 9,210 18,421
Interest expense 9,657 650 1,300
Exceptional item – debt write off (401,177) - -
Movement in fair value of warrants (151,635) (13,215) 553
Movement in fair value of investment - - 109,931
Interest Income (3,240) (3,240) (6,481)
(258,550) (245,173) (509,670)
(Decrease)/increase in trade and other payables (366,084) 26,791 268,957
(Increase)/ decrease in other receivables (12,649) 179,645 200,554
Net cash used in operating activities (637,283) (38,737) (40,159)
Cash flows from investing activities
Investment in exploration and evaluation (391,952) (331,819) (653,755)
Purchase of property plant and equipment - - -
Net cash used in investing activities (391,952) (331,819) (653,755)
Cash flows from financing activities
Proceeds on issue of convertible loan notes - - 240,179
Proceeds on issue of shares 2,467,847 399,560 398,443
Finance lease payments (5,496) (5,479) (10,955)
Net cash provided by financing activities 2,462,351 394,081 627,667
Increase/(Decrease) in cash and cash equivalents 1,433,116 23,525 (66,247)
Cash and cash equivalents at beginning of financial period/year 77,285 143,532 143,532
Effect of movements in exchange rates on cash held 5,644 - -
Cash and cash equivalents at end of financial period/year 1,516,045 167,057 77,285
Condensed consolidated statement of changes in equity
for the six-month period ended 30 November 2025
Share capital Share premium Capital conversion reserve fund Share- based payment reserve Other reserve Retained deficit Total equity
€ € € € € € €
Balance at 1 June 2025 10,559,406 16,446,548 30,617 42,664 1,251,829 (7,804,865) 20,526,199
Share issue 21,845 2,452,272 - - - - 2,474,117
Share issue costs * - (666,170) - - - - (666,170)
Comprehensive income for the financial period - - - - (204,813) 278,636 73,823
Balance at 30 November 2025 10,581,251 18,232,650 30,617 42,664 1,047,016 (7,526,229) 22,407,969
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
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 2025 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 2024: 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 2025, the company issued a total of
17,287,000 ordinary shares at a price of £0.10 per ordinary share, generating
€1,978,999 for the company. Each share issued carried
a warrant to subscribe for one new ordinary share at a price of £0.17 per
ordinary share for every share held. The warrants are
exercisable at any point to 8 October 2027. 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 policies.
During the period, warrants for the issue of 4,558,258 ordinary
shares were exercised at a price of £0.095 per share generating a further
€495,117 for the company.
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
2025 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.
It also includes the cumulative translation adjustment representing
the foreign exchange differences on translating the financial statements of
Conroy Gold Armagh from their functional currency to the group reporting
currency.
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.
Notes
to and forming part of the condensed consolidated financial statements for the
six-month period ended 30 November 2025
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 2025 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 2025, 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 2025.
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 functional currency of the Company’s subsidiary “Conroy Gold (Armagh)
Limited” was changed on 1 st June 2025 to Sterling to
reflect the regulatory and tax environment within which the company operates
in Northern Ireland. The interim financial statements
reflect amendments required with effect from that date.
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 2025 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 30 January 2026.
Going concern
The Group recorded profit of € 278,636 for the six-month
period ended 30 November 2025 (30 November 2024: loss of €238,578). The
Group had net current assets of € 1,229,326 at that date
(30 November 2024: net current liabilities of €3,674,672).
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 2027. In reviewing the proposed work programme for
exploration and evaluation assets, the results obtained from the exploration
programme, the write of and deferral of amounts owing to certain directors and
former directors (detailed in Note 5) 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.
Basis of consolidation
The consolidated financial statements include the 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 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.
Change in accounting policy
The Group did not have any changes to its accounting policies from those
applied in the consolidated financial statements as at and for the year ended
31 May 2025.
Recent accounting pronouncements
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;
1. Loss per share
Basic earnings per share Six-month period ended 30 November 2025 (Unaudited) € Six-month period ended 30 November 2024 (Unaudited) € Year ended 31 May 2025 (Audited) €
Profit / (loss) for the financial period/year attributable to equity holders of the Company 278,636 (238,578) (633,394)
Number of ordinary shares at start of financial period/year 55,104,175 47,848,693 47,848,693
Number of ordinary shares issued during the financial period/year 21,845,258 7,255,482 7,255,482
Number of ordinary shares at end of financial period/year 76,949,433 55,104,175 55,104,175
Weighted average number of ordinary shares for the purposes of basic earnings per share 60,138,301 49,881,823 52,500,153
Basic profit / (loss) per ordinary share 0.0046 (0.0048) (0.0121)
Diluted profit / (loss) per share
The effect of share warrants is anti-dilutive.
1. Subsidiaries
Carrying value of investment in 100% owned subsidiary companies 30 November 2025 (Unaudited) € 30 November 2024 (Unaudited) € 31 May 2025 (Audited) €
Conroy Gold (Longford – Down) Limited 9,116,824 9,116,824 9,116,824
Conroy Gold (Clontibret) Limited 5,766,902 5,766,902 5,766,902
Conroy Gold (Armagh) Limited 3,719,358 3,719,358 3,719,358
Conroy Gold Limited 1 1 1
Armagh Gold Limited 3 3 3
18,603,088 18,603,088 18,603,088
The registered office of the above subsidiaries is Shannon Airport House,
Shannon Free Zone, Shannon, County Clare, V14 E370, Ireland.
1. Intangible Assets
Exploration and evaluation assets
Cost 30 November 2025 (Unaudited) € 30 November 2024 (Unaudited) € 31 May 2025 (Audited) €
At 1 June 29,059,493 28,405,738 28,405,738
Expenditure during the financial period/year
Expenditure 391,951 331,819 653,755
Foreign currency adjustment (210,458) - -
Write-back of certain capitalised expenses (286,083) - -
At 30 November/31 May 28,954,903 28,737,557 29,059,493
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.
Exploration and evaluation costs include a reduction to the capitalised value
of operating costs as a result of the write off in amounts owing set out in
Note 5. In addition to this, the change in the
functional currency of Conroy Gold (Armagh) Limited to Sterling has resulted
in a reduction in the value of intangible assets caused by exchange rate
differences on the opening value of intangible assets over the six-month
period.
1. Non-current liabilities
Other creditors
Cost 30 November 2025 (Unaudited) € 30 November 2024 (Unaudited) € 31 May 2025 (Audited) €
Deferred amounts owing to Directors/Former Directors 2,749,037 - -
Net Smelter Royalty 4,501,410 4,501,410 4,501,410
At 30 November/31 May 7,250,447 4,501,410 4,501,410
Deferred amounts owing to Directors and former Directors
On 28 th August 2025, the Group 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 Group 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 Group’s share price. On the date of signature of
the agreement by the Participants, 20% of the overall balance owed to the
Participants was written off amounting to €687,260 and the remaining balance
of €2,749,037 was initially deferred until post 30 November 2026 and
subsequently, on ratification post period end by the shareholders at the
Group’s annual general meeting on 17 th December 2025,
the amounts were deferred for a minimum of 4 years, and can only be repaid
through a net smelter royalty from commercial production.
This amount has been re-classified as a non-current liability on this
basis. The amount of €687,260 was split with
€401,177 being treated an exceptional item of income and €286,083 being
treated as a reduction in intangible assets to reflect the historic
capitalisation of a portion of executive salaries.
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. At the time of their exit, Demir Export 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 this period end in
the context of any potential changes in underlying assumptions and no
amendment made as any relevant changes were immaterial.
1. Warrant Liability
The Company holds Sterling based warrants. The Company estimates the fair
value of the sterling-based warrants using the Black Scholes 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. The fair value of all warrants in issue
at 30 November 2025 was €526,703 and the movement in fair value of the
warrants in the six-month period to 30 November 2025 resulted in a non-cash
gain of €151,635.
Warrants in issue include 17,287,000 warrants issued as part of the share
issue on 8 October 2025 whereby one ordinary share could be acquired for each
warrant held at an exercise price of GBP 17 pence. These
warrants are valued at €497,751 at 30 November 2025 and expire in October
2027. 3,092,592 warrants to acquire one ordinary share
each at an exercise price of GBP 22.5 pence, issued in June 2023 will expire
in June 2026. They are valued at €28,292 and have
not been deemed sufficiently material to classify as a current liability.
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 2025,
the Group had work commitments of €120,000 for the year to 30 November 2026
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 2025.
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 re-structuring detailed in Note 5, 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 the parties have agreed in principle to extend the term of the
convertible loan to 30 November 2026, 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 2025, the Group incurred costs totalling
€ 38,756 (30 November 2024: €34,245) on behalf of
Karelian. These costs were recharged to Karelian by the Group.
The Group was owed €115,031 by Karelian as at 30 November 2025 (30
November 2024: €126,592).
1. Approval of the condensed consolidated financial statements
These condensed consolidated financial statements were approved by the Board
of Directors on 30 January 2026. A copy of the condensed consolidated
financial statements will be available on the Group’s website (
www.conroygold.com ) shortly.
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