REG-Conroy Gold & Natural Resources Plc: Half-year Report
26/02/2021 17:35
26 February 2021
Conroy Gold and Natural Resources plc
(“Conroy” or “the Company”)
Half-yearly results for the six months ended 30 November 2020
Conroy (AIM: CGNR), the Irish-based resource company exploring and developing
gold projects in Ireland and Finland, is pleased to announce its results for
the six months ended 30 November 2020. Details of these can be found below
and a full copy of the Statement can be viewed on the Company’s website.
Highlights:
* Excellent results were reported from the Company’s exploration programme
including:
* New gold discoveries made in the Glenish Licence area
* New geological structures outlined over the Cargalisgorran area of the Clay
Lake gold target
* £1,255,333 raised in the period
Post period end-highlights:
* Letter of Intent signed between Demir Export A.S. and Conroy for Joint
Venture
* Demir Export to expend in work commitments (except Demir Export in-house
costs, Operator fees and Minimum Regulatory Work Commitments) of €4.5
million to earn-in 25% option in the project in first phase of earn-in period
* Demir Export to expend in work commitments (except Demir Export in-house
costs, Operator fees and Minimum Regulatory Work Commitments) of an additional
€4.5 million to earn an additional 15% option in second phase of earn-in
period, again in the project
* Expenditure by Demir Export of additional funds to reach construction-ready
status to earn-in additional 17.5% Option in Phase 3 of a given development
thus increasing Demir Export’s holding to a total of 57.5% in that
development
* At construction-ready status at Clontibret and /or other developments,
Conroy Gold to retain 42.5% interest with various options including a
“Carry Loan” on capital expenditure to commercial production whilst still
retaining 25% interest
* Under the terms of the letter of intent, Demir Export to make cash payment
of €1 million to Conroy Gold on final approval of the definitive agreement
* Discussions with Anglo Asian Mining plc were ended immediately on signing
of LOI
Professor Richard Conroy, Chairman, commented:
“My colleagues and I look forward very much to working with the Demir Export
team on the joint venture partnership-Project Inis, and building the
foundations for a long term, successful relationship. The comprehensive nature
of this Letter of Intent should facilitate us progressing through the next
stage of the transaction.
Demir Export has the mining expertise and the financial resources not only to
bring the Clontibret gold deposit to construction ready status and into
operation as a mine, but also to advance the significant gold potential of the
other licences along the gold trend to the same status.”
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) Tel: +44-20-7330-1883
Jason Robertson
Lothbury Financial Services T el: +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
I have great pleasure in presenting the Company’s Half-Yearly Report for the
six-month period ended 30 November 2020. The period has been one of very
successful progress.
During the period an approach was received from Demir Export A.S. (“Demir
Export”) proposing a joint venture partnership with the Company on an
earn-in basis over the twelve licences which the Company holds in the
Longford-Down Massif. This approach lead to, on 25 February 2021, a Letter of
Intent (“LOI”) being signed with Demir Export and Conroy terminating the
previous joint venture discussions with Anglo Asian Mining plc (“AAZ”).
The terms of the joint venture proposal from Demir Export were considered by
the Board to be superior in many ways to the terms which were being offered by
AAZ, details of which were announced by Conroy on 21 July 2020. As such, the
Board unanimously resolved to accept and sign the LOI from Demir Export and to
terminate discussions with AAZ. Immediately on signing the LOI the Company
informed AAZ that the discussions with AAZ were terminated.
Demir Export is a long-established mining company with interests in iron,
coal, gold and base metals, including zinc and copper, in Turkey (Demir is the
Turkish for iron), and has a strong in-house technical team with mining and
exploration expertise. It brings over 60 years of mine operating experience to
bear on the project and places a strong emphasis on the adoption of
international environmental, and health and safety management standards.
Demir Export belongs to the Koç family who also own the largest industrial
conglomerate in Turkey, a Fortune Global 500 Company and Turkey’s leading
investment holding company.
Joint Venture Project with Demir Export
The primary focus of the Demir Export joint venture project, named Project
Inis, is the development of the gold deposit in the Clontibret licence to
construction-ready status and bringing it into operation as a gold mine. The
parties further aim is to have the other licences given the same status one
after the other, hence providing a foundation for a long-term relationship
between the parties.
The parties will carry on discussions for the transaction on an exclusive
basis and it is acknowledged by both Conroy Gold and Demir Export that time
shall be of the essence in finalising a definitive agreement between the
parties.
Key Terms of the proposed Joint Venture
The LOI sets out the key commercial terms and conditions that Conroy Gold and
Demir Export have negotiated and agreed on in relation to Project Inis. The
document addresses in detail the key terms and proposed structure of the
earn-in together with setting out the respective responsibilities of the
parties in relation to operatorship and the functions of the Joint Management
Committee. Investment by Demir Export will be directly into special purpose
companies holding each licence or group of licences.
Demir Export will make a cash payment of €1 million to the Company upon
final approval of the Definitive Agreement in recognition of the prior work
carried out in relation to the project.
The Earn-in Period will be divided into three phases:
Phase 1: expenditure by Demir Export of €4.5 million (except Demir Export
in-house costs, Operator fees and Minimum Regulatory Work Commitments) will
earn a 25% interest in the project.
Phase 2: expenditure by Demir Export of an additional €4.5 million
(except Demir Export in-house costs, Operator fees and Minimum Regulatory Work
Commitments) will earn an additional 15% in the project.
Phase 3: expenditure by Demir Export of the additional funds required to reach
declaration of construction-ready status (i.e. a bankable feasibility study or
equivalent) - for Clontibret and/or other mine developments will earn an
additional 17.5% interest thus increasing Demir Export’s holding to a total
of 57.5% in the development(s).
Conroy Gold, after construction ready status is achieved, may either retain
its 42.5% interest in Clontibret and /or other mine developments by
participating pro rata in the expenditures for mine construction, or avail
itself of a number of options including diluting its interest or being carried
for the expenditures through to commercial production with a “Carry Loan”
for a 25% interest with pay back on 50% or greater portion of the net
profits due to Conroy Gold within a maximum payback period of six years.
It is envisaged that initially the Licences in Project Inis may be divided
into three Licence Groups, namely the Clontibret Licence, the Northern Ireland
Licences, and the remaining nine licences in the Republic of Ireland, with
separate jointly owned companies, the Joint Venture Companies, owning the
Licences or Licence Groups.
A Joint Management Committee (“JMC”) will be set up to oversee, plan and
execute the various plans, in the work programme of Project Inis. The JMC will
be comprised of four members, two from each party, but with a Demir Export
representative having a casting vote, with appropriate minority protection
rights for Conroy Gold. It is anticipated that Conroy Gold will be appointed
as Operator for an initial two-year period after which the matter of
operatorship will be reviewed.
The proposed Demir Export 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 LOI, will be
subject to the Company seeking shareholder approval as it would be classified
as a fundamental change of business pursuant to Rule 15 of the AIM Rules for
Companies. For the avoidance of doubt, Conroy Gold would, on completion,
continue to be classified as an operating company and not a cash shell
pursuant to AIM Rule 15. Furthermore, the proposed joint venture will be
subject to any other relevant Stock Exchange requirements, and to government
or any other regulatory approvals. As such there can be no guarantee that the
proposed joint venture will complete nor as to the final terms or timing of
the Demir Export JV however that it is agreed between the parties that the
terms of the LOI will form the basis for the definitive agreement.
Exploration Results
Excellent results were reported from the Company’s exploration programme
during the period on its prospecting licences in the Longford-Down Massif in
Ireland.
New gold discoveries were made in the Company’s Glenish Licence area and new
geological structures outlined from a geophysical survey over the
Cargalisgorran area of the Company’s Clay Lake gold target in Northern
Ireland.
COVID-19
The onset of the COVID-19 pandemic impacted on Company activities in the last
quarter of the financial year. In accordance with the Irish Governments
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. However other work continues in
relation to the Company’s exploration and development programme.
Directors and executives took a 50% reduction in fees and salaries during the
6-month period under review while technical and field staff took a 25%
reduction in salaries for the period June to October 2020.
New Director
Howard Bird, an internationally experienced geoscientist with over thirty
years’ experience in mining exploration and development joined the Board of
the Company in July 2020. I would like to welcome Howard to the Board. He has
already made significant contributions to many aspects of the Company’s
activities.
Finance
The loss after taxation for the half year ended 30 November 2020 amounted to
€703,294 (six-month period ended 30 November 2019: loss of €278,008). The
increased loss was due mainly to a non-cash charge of €395,097 in respect of
the fair value of warrants issued in both July and August 2020. The majority
of these warrants were issued alongside the fundraising which the Company
carried out in August 2020.
During the period under review the Company raised a total of £1,255,333 of
which £800,000 related to a fundraising in August 2020 and a further
£455,333 was raised following the exercise of warrants during the period
between July 2020 and November 2020. These funds were used to advance the
Company’s gold exploration licences and also for general working capital
purposes.
As of 30 November 2020, the Company’s net assets amounted to €18,696,306
(30 November 2019: €17,595,318). Cash and cash equivalents were €503,879
as of 30 November 2020.
Directors and Staff
I would like to thank my fellow directors, staff and consultants for their
support and dedication, which has enabled the continued success of the
Company.
Outlook
I look forward to the Company continuing the excellent progress which it has
made during the half-year and to a very positive and active further six
months.
Yours faithfully,
___________________________
Professor Richard Conroy
Chairman
26 February 2021
Condensed consolidated income statement and condensed consolidated statement
of comprehensive income
for the six-month period ended 30 November 2020
Condensed consolidated income statement
Note Six month period ended 30 November 2020 (Unaudited) € Six month period ended 30 November 2019 (Unaudited) € Year ended 31 May 2020 (Audited) €
Continuing operations
Operating expenses (703,298) (278,008) (677,380)
Finance income – interest 4 - -
Loss before taxation (703,294) (278,008) (677,380)
Income tax expense - - -
Loss for the financial period/year (703,294) (278,008) (677,380)
Loss per share
Basic and diluted loss per ordinary share 2 (€0.0240) (€0.0117) (€0.0278)
Condensed consolidated statement of comprehensive income
Six month period ended 30 November 2020 (Unaudited) € Six month period ended 30 November 2019 (Unaudited) € Year ended 31 May 2020 (Audited) €
Loss for the financial period/year (703,294) (278,008) (677,380)
Income/expense recognised in other comprehensive income - - -
Total comprehensive expense for the financial period/year (703,294) (278,008) (677,380)
Condensed consolidated statement of financial position as at 30 November 2020
Note 30 November 2020 (Unaudited) 30 November 2019 (Unaudited) Year ended 31 May 2020 (Audited)
€ € €
Assets
Non-current assets
Intangible assets 4 22,525,305 22,077,517 22,330,743
Property, plant and equipment 10,416 10,406 10,692
Total non-current assets 22,535,721 22,087,923 22,341,435
Current assets
Cash and cash equivalents 503,879 95,361 117,270
Other receivables 229,608 74,565 89,948
Total current assets 733,487 169,926 207,218
Total assets 23,269,208 22,257,849 22,548,653
Equity
Capital and reserves
Called up share capital 32,260 23,693 26,214
Called up deferred share capital 10,504,431 10,504,431 10,504,431
Share premium 14,472,322 12,727,194 13,084,647
Capital conversion reserve fund 30,617 30,617 30,617
Share based payments reserve 919,893 477,393 574,875
Other reserve 8,333 - 8,333
Retained losses (7,271,550) (6,168,010) (6,583,802)
Total equity 18,696,306 17,595,318 17,645,315
Liabilities
Non-current liabilities
Convertible loan 5 367,941 350,000 357,802
Directors’ and former Directors’ loans 6 - 649,832 -
Total non-current liabilities 367,941 999,832 357,802
Current liabilities
Trade and other payables: amounts falling due within one year 3,627,554 3,662,669 3,885,704
Related party loans 577,407 - 659,832
Total current liabilities 4,204,961 3,662,669 4,545,536
Total liabilities 4,572,902 4,662,531 4,903,338
Total equity and liabilities 23,269,208 22,257,849 22,548,653
Condensed consolidated statement of cash flows
for the six-month period ended 30 November 2020
Six month period ended 30 November 2020 (Unaudited) € Six month period ended 30 November 2019 (Unaudited) € Year ended 31 May 2020 (Audited) €
Cash flows from operating activities
Loss for the financial period/year (703,294) (278,008) (667,380)
Adjustments for:
Depreciation 942 941 1,884
Share based payment 395,097 - 97,482
Interest expense 10,139 - 16,135
(Increase)/decrease in other receivables (139,659) 31,616 16,233
(Decrease)/increase in trade and other payables (188,688) 150,994 339,762
Net cash outflow from operating activities (625,463) (94,457) (205,884)
Cash flows from investing activities
Investment in exploration and evaluation (194,562) (305,472) (558,698)
Purchase of property plant and equipment (667) - (1,229)
Net cash used in investing activities (195,229) (305,472) (559,927)
Cash flows from financing activities
Issue of share capital 1,393,721 - 359,974
Share issue cost (34,533) - (16,420)
Advance from convertible loan - 350,000 350,000
Advances from/(repayments to) Directors and former Directors (82,425) 98,000 (40,818)
Advances from/(repayments to) Karelian Diamond Resources P.L.C. (69,462) (30,009) 45,046
Advances from related parties - - 108,000
Net cash provided by financing activities 1,207,301 417,991 805,782
Increase/(decrease) in cash and cash equivalents 386,609 18,062 (39,971)
Cash and cash equivalents at beginning of financial period/year 117,270 77,299 77,299
Cash and cash equivalents at end of financial period/year 503,879 95,361 117,270
Condensed consolidated statement of changes in equity
for the six-month period ended 30 November 2020
Share capital Share premium Capital conversion reserve fund Share- based payment reserve Other reserve Retained deficit Total equity
€ € € € € € €
Balance at 1 June 2020 10,530,645 13,084,647 30,617 574,875 8,333 (6,583,802) 17,645,315
Share issue 6,046 1,387,675 - - - - 1,393,721
Share issue costs - - - - - (34,533) (34,533)
Share based payments - - - 395,097 - - 395,097
Transfer from share-based payment reserve to retained deficit - - - (50,079) - 50,079 -
Loss for the financial year - - - - - (703,294) (703,294)
Balance at 30 November 2020 10,536,691 14,472,322 30,617 919,893 8,333 (7,271,550) 18,696,306
Balance at 1 June 2019 10,528,124 12,727,194 30,617 751,293 - (6,163,902) 17,873,326
Transfer from share-based payment reserve to retained losses - - - (273,900) - 273,900 -
Loss for the financial period - - - - - (278,008) (278,008)
Balance at 30 November 2019 10,528,124 12,727,194 30,617 477,393 - (6,168,010) 17,595,318
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 2020 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 2019: 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)).
Share premium
The share premium reserve comprises the excess consideration received in
respect of share capital over the nominal value of the shares issued.
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
2020 a number of unexercised warrants expired resulting in a transfer of
€50,079 from this reserve to retained losses. During the six month period
ended 30 November 2019 a number of unexercised warrants expired resulting in a
transfer of €273,900 from this reserve to retained losses.
Retained losses
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 2020 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 2020, 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 2020.
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 2020 were 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 26 February 2021.
Going concern
The Group incurred a loss of €703,294 for the six month period ended 30
November 2020 (six month period ended 30 November 2019: €278,008). The Group
had net current liabilities of €3,471,474 at that date (30 November 2019:
€3,492,743).
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 31 January 2022.
In reviewing the proposed work programme for exploration and evaluation assets
and on the basis of the proceeds from the fundraising and warrant exercises
during the period and the exercise of warrants subsequent to the period 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 condensed consolidated financial
statements on a going concern basis.
Recent accounting pronouncements
The following new standards, amendments to standards and interpretations
adopted and endorsed by the EU have been issued but were not effective for the
financial year ended 31 May 2020:
* 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 has been
considered for the purposes of these interim financial statements and is not
considered material.
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.
2. Loss per share
Basic earnings per share Six month period ended 30 November 2020 (Unaudited) € Six month period ended 30 November 2019 (Unaudited) € Year ended 31 May 2020 (Audited) €
Loss for the financial period/year attributable to equity holders of the Company (703,294) (278,008) (677,380)
Number of ordinary shares at start of financial period/year 26,213,872 23,693,039 23,693,039
Number of ordinary shares issued during the financial period/year 6,045,833 - 2,520,833
Number of ordinary shares at end of financial period/year 32,259,705 23,693,039 26,213,872
Weighted average number of ordinary shares for the purposes of basic earnings per share 29,249,769 23,693,039 24,404,398
Basic loss per ordinary share (€0.0240) (€0.0117) (€0.0278)
-
Weighted average number of ordinary shares for the purposes of diluted earnings per share 29,249,769 23,693,039 24,404,398
Diluted loss per ordinary share (€0.0240) (€0.0117) (€0.0278)
3. Subsidiaries
Shares in subsidiary companies (Unlisted shares) at cost: 30 November 2020 (Unaudited) € 30 November 2019 (Unaudited) € 31 May 2020 (Audited) €
Conroy Gold Limited – 100% owned - - -
Trans International Mineral Exploration Limited – 100% owned 2 2 2
2 2 2
The registered office of the above non-trading subsidiaries is 3300 Lake
Drive, Citywest Business Campus, Dublin 24, D24 TD21, Ireland.
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.
4. Intangible assets
Exploration and evaluation assets
Cost 30 November 2020 (Unaudited) € 30 November 2019 (Unaudited) € 31 May 2020 (Audited) €
At 1 June 22,330,743 21,772,045 21,772,045
Expenditure during the financial period/year
* License and appraisal costs 23,902 105,307 189,591
* Other operating expenses 170,660 200,165 369,107
* Equity settled share based payments - - -
At 30 November/31 May 22,525,305 22,077,517 22,330,743
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.
5. Convertible loan
On 15 July 2019, the Company entered into an unsecured convertible loan
agreement for €250,000 with Hard Metal Machine Tools Limited (the
“Lender”). A further unsecured convertible loan note for €100,000 was
issued on 30 October 2019 to the Lender. The 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
loan notes (including interest accrued) are convertible into ordinary shares
in the capital of the Company at any time during the term of the loan notes at
a conversion price of 7 pence sterling per share in respect of the first loan
note and 6 pence sterling per share in respect of the second loan note
agreement.
As the convertible loans are made up of both equity and liability components,
they are considered to be compound financial instruments. At initial
recognition, the carrying amount of a compound financial instrument is
allocated to its equity and liability components. The fair value of the
conversion feature is taken directly to equity. The fair value of the
liability, which is the difference between the transaction price and the fair
value of the conversion feature, is recognised as a liability in the
consolidated statement of financial position. The liability is subsequently
measured at amortised cost. The Company accounts for the interest expense of
the convertible loan notes at the effective interest rate. The difference
between the effective interest rate and interest rate attached to the
convertible loan increases the carrying amount of the liability so that, on
maturity, the carrying amount is equal to the capital cash repayment that the
Company may be required to pay.
6. Related party transactions
(a) Directors’ and former Directors’ loans 30 November 2020 (Unaudited) € 30 November 2019 (Unaudited) € 31 May 2020 (Audited) €
At 1 June 659,832 551,832 551,832
Loan advance - 98,000 108,000
Loan repayment (82,425) - -
At 30 November/31 May 577,407 649,832 659,832
The Directors’ and former Directors’ loan amounts relate to monies owed to
Professor Richard Conroy (Chairman) amounting to €282,918 (31 May 2020:
€315,918), Maureen T.A. Jones (Managing Director) amounting to €Nil (31
May 2020: €49,425), Sorca Conroy amounting to €225,000 (31 May 2020:
€225,000) and Seamus Fitzpatrick amounting to €69,489 (31 May 2020:
€69,489).
Sorca Conroy and Seamus 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 Sorca
Conroy nor Seamus Fitzpatrick are classified as related parties under the AIM
Rules for Companies. These loans are unsecured advances with no interest
payable and there are no repayment or maturity terms.
1. Apart from Directors’ remuneration, and loans from Directors, 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.
2. The Group shares accommodation with Karelian Diamond Resources plc which
have certain common Directors and shareholders. For the six month period ended
30 November 2020, the Group incurred costs totalling €39,388 (30 November
2019: €54,034) on behalf of Karelian Diamond Resources plc. These costs were
recharged to Karelian Diamond Resources plc by the Group. At 30 November 2020
the Group owed €50,381 to Karelian Diamond Resources plc. At 30 November
2019, Karelian Diamond Resources plc owed the Group € (null)29,812.
7. Commitments and contingencies
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 2020, the Group had work commitments of approximately
€388,000 for the forthcoming year, in respect of prospecting licences held
(30 November 2019: €310,000).
8. Subsequent events
On 25 February 2021, the Company signed a Letter of Intent (“LOI”) with
Demir Export A.S. for a proposed joint venture on an earn-in basis over the
twelve licences held by the Company along its 65km district scale gold trend
in the Longford-Down Massif in Ireland. Full details of the proposed joint
venture are set out in the Chairman’s Statement under the heading “Key
Terms of the proposed Joint Venture”.
Subsequent to 30 November 2020, the Company received funds totalling £64,750
following the exercise of warrants at a price of 35 pence per warrant issued
to places as part of the August 2020 fundraising.
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 material events subsequent to the reporting date which
necessitate revision of the figures or disclosures included in the financial
statements.
9. Approval of the condensed consolidated financial statements
These condensed consolidated financial statements were approved by the Board
of Directors on 26 February 2021. A copy of the condensed consolidated
financial statements will be available on the Group’s website
www.conroygold.com on 26 February 2021.
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