REG-Conroy Gold & Natural Resources Plc: Final Results
30/11/2020 18:05
30 November 2020
Conroy Gold and Natural Resources plc
(“Conroy Gold” or “the Company”)
FINAL RESULTS FOR THE YEAR TO 31 MAY 2020
NOTICE OF ANNUAL GENERAL MEETING
Conroy Gold and Natural Resources plc (AIM: CGNR), the gold exploration and
development company focused on Ireland and Finland, is pleased to report its
audited accounts for the year to 31 May 2020.
Highlights:
* Joint Venture Heads of Terms signed with Anglo Asian Mining - Post Year End
* Ground geophysical survey at Clontibret gold deposit identified new
geological and structural features
* The 2019 drill programme confirmed the size of the Slieve Glah target area
and the potential of the overall licence area
* Significant additional funds raised
Chairman, Professor Richard Conroy, commented:
“Work continued throughout the year on the 65 km (40 mile) district scale
gold trend which the Company has discovered. The excellent technical results
were enhanced by the signing, in July, of Heads of Terms for a Joint Venture.
“We look forward to finalising Joint Venture arrangements and to developing
our first mine and to further successful exploration on our other licences in
Ireland and Finland.”
Final Results for the Year to 31 May 2020
The full audited annual report and accounts for the year to 31 May 2020
(“Annual Report”) can be viewed below:
“ANNUAL REPORT”
(https://mma.prnewswire.com/media/1344950/CGNR_Annual_Report_2020_FINAL.pdf)
The Annual Report will be posted to shareholders today and will be published
on the Company’s website (www.conroygold.com) today. 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 12 noon
on 23 December 2020 at the Company’s office 3300 Lake Drive, Citywest
Business Campus, Dublin 24 D24 TD21. A copy of the notice of AGM will be
able to be viewed shortly on the Company’s website.
Coronavirus (COVID-19) Impact on the AGM
Given the current situation in relation to COVID-19, this year's AGM format
will be a closed meeting and purely procedural in format. In addition, all
resolutions will be taken on a poll (with votes cast by proxy). Shareholders
should therefore not attend the AGM in person this year as to do so would be
inconsistent with current government guidelines relating to COVID-19.
Shareholders will still be able to vote by proxy using the usual online and
postal facilities and further details on how to vote are set out in the Notice
of AGM.
For further information please contact:
Conroy Gold and Natural Resources plc Tel: +353-1-479-6180
Professor Richard Conroy, Chairman
Allenby Capital Limited (Nomad) Tel: +44-20-3328-5656
Nick Athanas/Nick Harriss
Brandon Hill Capital Limited (Joint Broker) Tel: +44-20-3463-5000
Jonathan Evans
First Equity Limited (Joint Broker) Jason Robertson Tel: +44-20-7330-1883
Lothbury Financial Services Tel: +44-20-3290-0707
Michael Padley
Hall Communications Tel : +353-1-660-9377
Don Hall
Visit the website at: www.conroygold.com
Key Information Extracted from Annual Report
Chairman’s Statement
Excellent progress continued on the 65 km (40 mile) new district scale gold
trend which the Company has discovered along the Orlock Bridge Fault Zone in
north eastern Ireland. These excellent technical results were mirrored by the
industry interest in the project shown at the Prospector’s and Developers
Association Conference (“PDAC”) in Toronto, in March and, post year end,
by the signing of Heads of Terms (“HoT”) for a proposed Joint Venture with
Anglo Asian Mining plc (“AAZ”).
Business Development
The Company’s objective of making a major economic mineral discovery is,
with the discovery of a new district scale mineral resource, its recognition
in the industry and the signing of HoT for the development of the first gold
mine, well on its way to achievement.
The first gold mine planned, at Clontibret in Co Monaghan, is likely to be
followed by a series of other gold mines along the trend as a number of other
gold targets, some of them with a gold-in-soil footprint greater than
Clontibret’s, have already been discovered along the trend.
The Company’s licences cover an area of over 800km2 and give exclusive
rights to Conroy to apply for a mining lease or licence. Ireland is a mining
friendly country with an established mining tradition and a favourable
business climate. There is security of tenure combined with a fiscal framework
and excellent infrastructure and technical services.
The then Irish Minister for Mines, Mr Sean Canney T.D., attended both the 2019
and the 2020 PDAC Conference and visited the Company’s booth accompanied by
members of his Department. Minister Canney confirmed the positive attitude of
successive Irish Governments towards mining and praised the Irish mineral
sector and the contribution it makes to the economy, pointing out that
“Relying on distant resources (for minerals) is becoming untenable”.
This attitude is echoed in Finland where the Company has promising exploration
acreage for both gold and copper.
Heads of Terms with Anglo Asian Mining plc
Post year end, the Company entered into a non-binding Heads of Terms for an
agreement regarding a proposed joint venture between the Company and AAZ. The
joint venture’s proposed goal is the development of a gold mine and further
exploration of the series of gold targets along the trend that the Company has
discovered in the Longford-Down Massif.
Under the HoT, it is proposed that AAZ will acquire an initial 17.5% working
interest in a joint venture for committing to spend a minimum of €2 million
on a Primary Expenditure Programme.
AAZ will have an option to increase its working interest to 25% by spending an
additional €2 million to complete the Primary Expenditure Programme, with a
combined minimum of €4 million.
Under the HoT, AAZ has the option to acquire a total of 55% working interest
in exchange for committing to meet the necessary expenditures of the Secondary
Expenditure Programme including drilling and other technical requirements,
environmental studies, final feasibility studies, planning application and
permission and mining permitting, land acquisition in order to advance the
Clontibret Gold Deposit to mine construction ready status, and a further €3
million on exploration across the Company’s other licences.
325,000 warrants to acquire ordinary shares in Conroy Gold at 16p were issued
to AAZ with additional warrants proposed to be issued upon completion of the
final Joint Venture Agreement. The initial 325,000 warrants were exercised by
AAZ, as announced by the Company in November 2020.
The proposed joint venture remains subject to, inter alia, the completion of
due diligence and the entering into of definitive documentation including the
final joint venture agreement. In addition, the proposed joint venture, should
it proceed on the basis anticipated under the HoT, will be subject to the
Company seeking shareholder approval.
Conroy and AAZ continue to work towards the goal of entering into a
definitive, final joint venture agreement, however, the COVID-19 pandemic and
related restrictions has resulted in progress being slower than expected. The
Company will provide further update announcements at the appropriate time.
Exploration Results
Exploration on the Company’s licences in the Longford-Down Massif continued
to yield excellent results during the year.
The results included gold antimony results from Clontibret, new gold
mineralisation at Glenish and gold-in-bedrock at Slieve Glah. Results from a
new geophysical survey are likely to be of particular value in relation to
controls on high grade gold grades at Clontibret.
COVID-19
The onset of the COVID-19 pandemic impacted the Company’s activities in the
last quarter of the financial year. In accordance with the Irish
Government’s COVID-19 related public health measures and public health
advice staff worked remotely.
Since the outbreak of the COVID-19 pandemic, the Company has taken necessary
measures in accordance with Government guidelines to protect the health,
safety and wellbeing of its employees, contractors and partners in Ireland and
Finland. COVID-19 continues to limit field and laboratory work given the
restrictions on operations and movement and other work also continues in
relation to the Company’s exploration and development programme.
Directors and executives took a 50% reduction in fees and salaries while
technical and field staff took a 25% reduction in salaries.
Financials
The loss after taxation for the financial year ended 31 May 2020 was
€677,380 (2019: €557,569) and the net assets as at 31 May 2020 were
€17,645,315 (2019: €17,873,326). During the year, the Company raised
€350,000 through the issue of Convertible Loan Notes and a further £302,500
through a placing and subscription of new ordinary shares in the Company. Full
details are set out at Notes 13 and 14 in the Consolidated Financial
Statements.
Post year end, the Company’s cash resources have been supplemented by a
placing and subscription of new ordinary shares to raise £800,000 at 25 pence
per share, as announced by the Company in August 2020, and warrant exercises
which have resulted in further funds of £455,333 being received between July
2020 and November 2020. The funds are being used to support activities in
relation to the AAZ joint venture, to advance the Company’s gold exploration
activities in Finland and for general working capital purposes.
Directors and Staff
I would like to express my deep appreciation of the support and dedication of
all the directors, consultants and staff which has made possible the continued
progress and success which the Company has achieved. I am particularly pleased
to welcome Howard M. Bird, a very distinguished geoscientist who, post year
end, joined the Board as a Non-Executive Director.
Future Outlook
We are approaching a new era and I look forward to the Company continuing with
its record of success in exploration and to the successful development of its
first gold mine on the new district-scale gold trend which it has discovered
in Ireland.
Professor Richard Conroy
Chairman
30 November 2020
Extract from the Independent Auditor’s Report
The following section is extracted from the Independent Auditor’s Report but
shareholders should read in full the Independent Auditor’s Report contained
in the Annual Report.
Material uncertainty relating to going concern
We draw your attention to Note 1 in the financial statements, which indicates
that the Group incurred a loss in the financial year ended 31 May 2020 of
€677,380 and, as of that date, the Group and Parent Company had net current
liabilities of €4,338,318 and €3,981,670 respectively.
In response to this, we:
• Obtained an understanding of the Group’s and Company’s 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, and assessed the design and determined the implementation of these
controls;
• Evaluated the Directors’plans and their feasibility by challenging the
key assumptions used in the cash flow forecast provided by agreeing the inputs
to expenditure commitments and other supporting documentation;
• Obtained an understanding of Directors’ plans to enable the Group and
Parent Company to raise the funds required to meet the expenditure commitments
of the Group and Parent Company;
• Inspected confirmations received by the Group and Parent Company from the
Directors and former Directors that they will not seek repayment of amounts
owed to them by the Group and Parent Company within 12 months of the date of
approval of the financial statements, unless the Group has sufficient funds to
repay;
• Inspected the confirmation received from Karelian Diamond Resources Plc
that it does not intend to seek repayment of amounts owed by the Group and
Parent Company within 12 months of the date of approval of the financial
statements, unless the Group has sufficient funds to repay;
• Assessed the mechanical accuracy of the cash flow forecast model;
• Assessed the adequacy of the disclosures made in the financial statements.
• We obtained evidence of the post year end share issues supporting the cash
flow projections for the Group and Parent Company.
As stated in Note 1, these events or conditions along with other matters as
set forth in Note 1 indicate that a material uncertainty exists that may cast
significant doubt on Group’s and Parent Company’s ability to continue as a
going concern. Our opinion is not modified in respect of this matter.
Consolidated Income Statement for the financial year ended 31 May 2020
Note 2020 2019
€ €
Continuing operations
Operating expenses (677,380) (557,573)
Finance income – interest - 4
Loss before taxation (677,380) (557,569)
Income tax expense - -
Loss for the financial year (677,380) (557,569)
Loss per share
Basic loss per share (0.0278) (0.0244)
Diluted loss per share (0.0278) (0.0244)
The total loss for the financial year is entirely attributable to equity
holders of the Company.
Consolidated statement of comprehensive income for the financial year ended 31
May 2020
2020 2019
€ €
Loss for the financial year (677,380) (557,569)
Income recognised in other comprehensive income - -
Total comprehensive loss for the financial year (677,380) (557,569)
The total comprehensive loss for the financial year is entirely attributable
to equity holders of the Company.
Consolidated statement of financial position as at 31 May 2020
31 May 2020 31 May 2019 As restated
€ €
Assets
Non-current assets
Intangible assets 22,330,743 21,772,045
Property, plant and equipment 10,692 11,347
Total non-current assets 22,341,435 21,783,392
Current assets
Cash and cash equivalents 117,270 77,299
Other receivables 89,948 106,181
Total current assets 207,218 183,480
Total assets 22,548,653 21,966,872
Equity
Capital and reserves
Share capital presented as equity 10,530,645 10,528,124
Share premium 13,084,647 12,727,194
Capital conversion reserve fund 30,617 30,617
Share-based payments reserve 574,875 751,293
Other reserve 8,333 -
Retained deficit (6,583,802) (6,163,902)
Total equity 17,645,315 17,873,326
Liabilities
Non-current liabilities
Convertible loans 357,802 -
Total non-current liabilities 357,802 -
Current liabilities
Trade and other payables 3,885,704 3,541,714
Related party loans 659,832 551,832
Total current liabilities 4,545,536 4,093,546
Total liabilities 4,903,338 4,093,546
Total equity and liabilities 22,548,653 21,966,872
The financial statements were approved by the Board of Directors on 30
November 2020 and authorised for issue on 30 November 2020.
Consolidated statement of changes in equity for the financial year ended 31
May 2020
Share capital Share premium Capital conversion reserve fund Share- based payment reserve Other reserve Retained deficit Total equity
€ € € € € € €
Balance at 1 June 2019 10,528,124 12,727,194 30,617 751,293 - (6,163,902) 17,873,326
Share issue (see Note 14) 2,521 357,453 - - - - 359,974
Share issue costs - - - - - (16,420) (16,420)
Share based payments - - - 97,482 - - 97,482
Conversion feature (convertible loans) - - - - 8,333 - 8,333
Transfer from share-based payment reserve to retained deficit - - - (273,900) - 273,900 -
Loss for the financial year - - - - - (677,380) (677,380)
Balance at 31 May 2020 10,530,645 13,084,647 30,617 574,875 8,333 (6,583,802) 17,645,315
Share capital Share premium Capital conversion reserve fund Share- based payment reserve Other reserve Retained deficit Total equity
€ € € € € € €
Balance at 1 June 2018 10,524,488 12,174,285 30,617 995,489 - (5,850,529) 17,874,350
Share issue (see Note 14) 3,636 552,909 - - - - 556,545
Transfer from share-based payment reserve to retained deficit - - - (244,196) - 244,196 -
Loss for the financial year - - - - - (557,569) (557,569)
Balance at 31 May 2019 10,528,124 12,727,194 30,617 751,293 - (6,163,902) 17,873,326
Consolidated statement of cash flows for the financial year ended 31 May 2020
2020 2019
€ €
Cash flows from operating activities
Loss for the financial year (677,380) (557,569)
Adjustments for:
Depreciation 1,884 1,885
Share based payment 97,482 -
Interest expense 16,135 -
(561,879) (555,684)
Increase in payables 339,762 341,326
Decrease/(increase) in receivables 16,233 (33,883)
Net cash used in operating activities (205,884) (248,241)
Cash flows from investing activities
Expenditure on intangible assets (558,698) (771,759)
Purchase of property, plant and equipment (1,229) -
Cash used in investing activities (559,927) (771,759)
Cash flows from financing activities
Issue of share capital 359,974 556,545
Share issue costs (16,420) -
Proceeds from convertible loans issue 350,000 -
Advances from Karelian Diamond Resources P.L.C. 45,046 89,397
Payments to Karelian Diamond Resources P.L.C. (40,818) (148,293)
Advances from related parties 108,000 366,489
Net cash provided by financing activities 805,782 864,138
Increase/(decrease) in cash and cash equivalents 39,971 (155,862)
Cash and cash equivalents at beginning of financial year 77,299 233,161
Cash and cash equivalents at end of financial year 117,270 77,299
Notes to the consolidated financial statements for the financial year ended 31
May 2020
1. 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 2020 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 3300 Lake Drive, Citywest
Business Campus, Dublin 24, D24 TD21, Ireland.
Basis of preparation
The consolidated financial statements are presented in Euro (“€”). The
€ is the functional currency of the Company. The consolidated financial
statements are prepared under the historical cost basis except for derivative
financial instruments, where applicable, which are measured at fair value at
each reporting date.
The preparation of consolidated financial statements requires the Board of
Directors and management to use judgements, estimates and assumptions that
affect the application of policies and reported amounts of assets,
liabilities, income and expenses. Actual results may differ from those
estimates. Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the period in which
the estimate is revised and in any future periods affected. Details of
critical judgements are disclosed in the accounting policies. The consolidated
financial statements were authorised for issue by the Board of Directors on 30
November 2020.
Going Concern
The Group and the Company incurred a loss of €677,380 (2019: a loss of
€557,569) for the financial year ended 31 May 2020. The Group and the
Company had net assets of €17,645,315 (2019: €17,873,326) at that date.
The Group had net current liabilities of €4,338,318 (2019: €3,910,066) and
the Company had net current liabilities of €3,981,670 (2019: €3,560,948)
at that date. The Group and the Company had cash and cash equivalents of
€117,270 at 31 May 2020 (2019: €77,299). The Directors, namely Professor
Richard Conroy, Maureen T.A. Jones, Professor Garth Earls and Brendan McMorrow
and former Directors, namely, James P. Jones, Séamus P. Fitzpatrick, C. David
Wathen, Louis J. Maguire, Dr. Sor?a Conroy and Michael E. Power, have
confirmed that they will not seek repayment of amounts owed to them by the
Group and the Company of €3,197,755 (2019: €2,917,454) within 12 months of
the date of approval of the financial statements, unless the Group has
sufficient funds to repay. In addition, Karelian Diamond Resources P.L.C. has
confirmed that it does not intend to seek repayment of amounts owed to it at
31 May 2020 by the Group and the Company of €58,469 (null) (2019:
€54,241) within 12 months of the date of approval of the consolidated
financial statements, unless the Group has sufficient funds to repay.
Subsequent to the year-end, on 31 July 2020, the Company received a notice to
exercise warrants to subscribe for 1,358,333 ordinary shares of €0.001 each
at a price of 16 pence per Ordinary Share for which funds of €241,013
(£217,333) have been received. On 11 August 2020, the Company raised
€887,164 (£800,000) through a placing of 3,200,000 ordinary shares of
€0.001 in the capital of the Company at a price of £0.25 sterling per
placing share. On 17 August 2020, the Company received a notice to exercise
warrants to subscribe for 100,000 ordinary shares of €0.001 each at a price
of 16 pence per Ordinary Share for which funds of €17,743 (£16,000) have
been received. In November 2020, before the signing date, the Company
announced that it has received a notice to exercise warrants over a total of
1,387,500 ordinary shares of €0.001 each at an exercise price of 16 pence
per Ordinary Share, for which funds of €247,800 (£222,000) have been
received by the Company.
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 November 2021. As set out in the
Chairman’s statement, the Group and the Company expects to incur capital
expenditure in 2021, consistent with its strategy.
The Directors recognise that net current liabilities of €4,338,318 is a
material uncertainty 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. In reviewing the proposed work programme for exploration and
evaluation of assets and on the basis of the funds raised since the year-end
date, the results obtained from the exploration programme and the prospects
for raising additional funds as required, the Board of Directors are satisfied
that it is appropriate to prepare the financial statements on a going concern
basis. The 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.
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”). The Company’s financial statements have been
prepared in accordance with Financial Reporting Standard 101: Reduced
Disclosure Framework (“FRS101”).
Recent accounting pronouncements
The following new standards, amendments to standards and interpretations
adopted and endorsed by the EU have been issued to date and are not yet
effective for the financial year from 1 June 2019:
* Amendments to references to the Conceptual Framework in IFRS Standards –
Effective date 1 January 2020
* Amendments to IFRS 3 Business Combinations – Definition of a Business –
Effective date 1 January 2020
* Amendments to IFRS 9, IAS 39 and IFRS 7 – Interest Rate Benchmark Reform
– Effective date 1 January 2020
* Amendment to IFRS 16 about providing lessees with an exemption from
assessing whether a COVID-19-related rent concession is a lease modification
– Effective date 1 June 2020
The adoption of the above amendments to standards and interpretations is not
expected to have a significant impact on the consolidated financial statements
either due to being not applicable or immaterial.
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 are currently assessing whether these standards
once endorsed by the EU will have any impact or a material impact on the
consolidated financial statements.
* Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between an
investor and its associate or joint venture – postponed indefinitely
* IFRS 1 amendments resulting from Annual Improvements to IFRS Standards
2018–2020 (subsidiary as a first-time adopter) – Effective date 1 January
2022
* IFRS 3 amendments updating a reference to the Conceptual Framework –
Effective date 1 January 2022
* IFRS 4 amendments regarding the expiry date of the deferral approach –
Effective date 1 January 2023
* Amendments to IFRS 4, IFRS 7, IFRS 9, IFRS 16, and IAS 39 regarding
replacement issues in the context of the IBOR reform – Effective date 1
January 2021
* IFRS 17: Insurance contracts – Effective date deferred to 1 January 2023
* IAS 1 amendments regarding the classification of liabilities - Effective
date 1 January 2023
* IAS 16 amendments prohibiting a company from deducting from the cost of
property, plant and equipment amounts received from selling items produced
while the company is preparing the asset for its intended use – Effective
date 1 January 2022
* IAS 37 amendments regarding the costs to include when assessing whether a
contract is onerous – Effective date 1 January 2022
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.
2. Loss per share
2020 2019
€ €
Loss for the financial year attributable to equity holder of the Company (677,380) (557,569)
Basic earnings per share
No. of shares No. of shares
Number of ordinary shares at start of financial year 23,693,039 20,056,674
Number of ordinary shares issued during the financial year 2,520,833 3,636,365
Number of ordinary shares at end of financial year 26,213,872 23,693,039
Weighted average number of ordinary shares for the purposes of basic earnings per share 24,404,398 22,875,878
Basic loss per ordinary share (0.0278) (0.0244)
Diluted loss per share
Weighted average number of diluted ordinary shares for the purposes of diluted loss per share 24,404,398 22,875,878
Diluted loss per ordinary share (0.0278) (0.0244)
As at 31 May 2020, Nil options and 3,424,109 warrants (2019: Nil
options and 788,692 warrants), were excluded
from the computation of the dilutive loss per share as their strike
price was greater than the average share price in
the respective years. However, as the Company incurred the loss for
the financial year ended 31 May 2020, the
warrants were not included in the calculation.
3. Intangible assets
Exploration and evaluation assets
Group: Cost 31 May 2020 31 May 2019
€ €
At 1 June 21,772,045 21,000,286
Expenditure during the financial year
* Licence and appraisal costs 189,591 380,394
* Other operating expenses 369,107 391,365
At 31 May 22,330,743 21,772,045
Exploration and evaluation assets relate to expenditure incurred in the
development of mineral exploration opportunities. These assets are carried at
historical cost and have been assessed for impairment in particular with
regard to the requirements of IFRS 6: Exploration for and Evaluation of
Mineral Resources relating to remaining licence or claim terms, likelihood of
renewal, likelihood of further expenditure, possible discontinuation of
activities over specific claims and available data which may suggest that the
recoverable value of an exploration and evaluation asset is less than its
carrying amount.
The 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.
Mineral interests are categorised as follows:
Group: Ireland Cost 31 May 2020 € 31 May 2019 €
At 1 June 19,426,207 18,713,795
Expenditure during the financial year
* Licence and appraisal costs 180,265 379,752
* Other operating expenses 313,741 332,660
* Equity settled share-based payments - -
At 31 May 19,920,213 19,426,207
Group: Finland Cost 31 May 2020 € 31 May 2019 €
At 1 June 2,345,838 2,286,491
Expenditure during the financial year
* LLicence and appraisal costs 9,326 642
* Other operating expenses 55,366 58,705
* Equity settled share-based payments - -
At 31 May 2,410,530 2,345,838
4. Cash and cash equivalents
Group and Company 31 May 2020 31 May 2019
€ €
Cash held in bank accounts 117,270 77,299
117,270 77,299
5. Current liabilities – as restated
Trade and other payables
Group and Company 31 May 2020 31 May 2019
Amounts falling due within one year € €
Accrued Directors’ remuneration
Fees and other emoluments 2,324,218 2,043,099
Pension contributions 164,675 164,675
Accrued former Directors’ remuneration
Fees and other emoluments 642,476 643,294
Pension contributions 79,083 79,083
Other creditors and accruals 616,783 557,322
Amounts owed to Karelian Diamond Resources P.L.C. 58,469 54,241
3,885,704 3,541,714
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 Professor Richard Conroy, Maureen T.A. Jones, Professor
Garth Earls and Brendan McMorrow and former Directors, namely James P. Jones,
Séamus P. Fitzpatrick, C. David Wathen, Louis J. Maguire, Dr. Sor?a Conroy
and Michael E. Power, have confirmed that they will not seek repayment of
amounts owed to them by the Group and the Company of €3,197,755 (2019:
€2,917,454) for a minimum period of 12 months from the date of approval of
the consolidated financial statements, unless the Group has sufficient funds
to repay.
In addition, please refer to Note 16(c) in the financial statements in
relation to amounts payable by Karelian Diamond Resources P.L.C.
Related party loans – Group and Company
Related party loans 31 May 2020 31 May 2019
€ €
Opening balance 1 June 551,832 185,343
Loan advance 108,000 366,489
Loan repayment - -
Closing balance 31 May 659,832 551,832
The related party loans amounts relate to monies owed to Professor Richard
Conroy amounting to €315,918 (2019: €282,918), Maureen T.A. Jones
amounting to €49,425 (2019: €49,425), Séamus P. Fitzpatrick (former
Director) amounting to €69,489 (2019: €69,489) and Dr. Sor?a Conroy
(former Director) amounting to €225,000 (2019: €150,000). The Directors’
and former Directors’ have confirmed that they will not seek repayment of
amounts owed to it by the Group and Company at 31 May 2020 within 12 months of
the date of approval of the consolidated financial statements, unless the
Group has sufficient funds to repay. There is no interest payable in respect
of these loans, no security has been attached to these loans and there is no
repayment or maturity terms. Dr. Sor?a Conroy and Séamus P. Fitzpatrick are
both former directors in the Company having left the board in August 2017 (and
are shareholders of the Company owning less than 3% of the issued share
capital of the Company). Neither Dr. Sor?a Conroy, nor Séamus P. Fitzpatrick
are classified as related parties under the AIM Rules for Companies.
6. Non-current liabilities -as restated
Convertible loan notes
The Company raised €350,000 through the issue of two unsecured convertible
loan notes (“Convertible Loan Notes”) to Hard Metal Machine Tools Limited
(the “Lender”). Both Convertible Loan Notes have a term of three years and
attract interest at a rate of 5% per annum which is payable on the redemption
or conversion of the Convertible Loan Notes. The Convertible Loan Notes are
unsecured. The first Convertible Loan Note has a monetary amount of €250,000
and was issued on 15 July 2019. This Convertible Loan Note, including the
total amount of accrued but unpaid interest, is convertible at the conversion
price of £0.07 at any time. Interest incurred on this Convertible Loan Note
is €12,785 for the period. The second Convertible Loan Note has a monetary
amount of €100,000 and was issued on 30 October 2019. This Convertible Loan
Note, including the total amount of accrued but unpaid interest, is
convertible at the conversion price of £0.06 at any time. Interest incurred
on this Convertible Loan Note is €3,350 for the period.
7. 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 2020, the Group had work commitments of €388,000 (2019:
€275,000) for the forthcoming financial year, in respect of prospecting
licences held.
8. Post balance sheet events
On 20 July 2020, the Company entered into a non-binding Heads of Terms
regarding a proposed joint venture between the Company and Anglo Asian Mining
plc. The joint venture’s goal is the development of a gold mine and further
exploration and development of a series of gold targets along the 65km (40
mile) district scale gold trend that the Company has discovered in the
Longford – Down Massif in Ireland. Concurrent with the signing, the Company
issued to Anglo Asian warrants to subscribe for 325,000 ordinary shares of
€0.001 each in the capital of the Company at an exercise price of 16 pence
per Ordinary Share with an initial exercise period of 6 months from the date
of the signing.
On 28 July 2020, the Company appointed Howard Bird as a non-executive
Director.
On 31 July 2020, the Company received a notice to exercise warrants to
subscribe for 1,358,333 ordinary shares of €0.001 each at a price of 16
pence per Ordinary Share for which funds of €241,013 (£217,333) have been
received.
On 11 August 2020, the Company raised €887,164 (£800,000) through a placing
of 3,200,000 ordinary shares of €0.001 in the capital of the Company at a
price of £0.25 sterling per placing share.
On 17 August 2020, the Company received a notice to exercise warrants to
subscribe for 100,000 ordinary shares of €0.001 each at a price of 16 pence
per Ordinary Share for which funds of €17,743 (£16,000) have been received.
In November 2020, before the signing date, the Company announced that it has
received a notice to exercise warrants over a total of 1,387,500 ordinary
shares of €0.001 each at an exercise price of 16 pence per Ordinary Share,
for which funds of €247,800 (£222,000) have been received by the Company.
COVID-19 continues to limit field and laboratory work given the restrictions
on operations and movement and other work also continues in relation to the
Company’s exploration and development programme. There were no other events
after the reporting year requiring adjustment to or disclosure in, these
audited consolidated financial statements.
There were no other events after the reporting year requiring adjustment to or
disclosure in these audited consolidated financial statements.
9. Prior year adjustment
The Company and Consolidated Statement of Financial Position as at 31 May 2019
previously presented related party loans amounting to €551,832 within
non-current liabilities. Following a review of the applicable terms and
conditions, the Directors determined that these amounts should, more
appropriately, be classified within current liabilities. The Company and
Consolidated Statements of Financial Position as at 31 May 2019 have therefore
been adjusted to reflect the impact of this reclassification.
In line with the requirements of IAS 8 Accounting policies, changes in
accounting estimates and errors, the comparative figures for the year ended 31
May 2019 have been restated as follows:
Balance Sheet As previously stated 31 May 2019 Effect of restatement 31 May 2019 As restated 31 May 2019
€ € €
Non-current liabilities
Related party loans 551,832 (551,832) -
Total non-current liabilities 551,832 (551,832) -
Current liabilities
Trade and other payables 3,541,714 - 3,541,714
Related party loans - 551,832 551,832
Total current liabilities 3,541,714 551,832 4,093,546
There is no impact on Net Assets, Total equity and liabilities or the Company
and Consolidated Statements of Comprehensive Income.
10. Approval of the audited consolidated financial statements for the
financial year ended 31 May 2020
These audited consolidated financial statements were approved
by the Board of Directors on 30 November 2020. A copy of the audited
consolidated financial statements will be available on the Company’s website
www.conroygold.com and will be available from the Company’s registered
office at 3300 Lake Drive, Citywest Business Campus, Dublin 24, D24 TD21,
Ireland.
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