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REG-Karelian Diamond Resources Plc: Final Results

29 November 2023

 

Karelian Diamond Resources plc

(“Karelian” or “the Company”)

 

FINAL RESULTS FOR THE YEAR TO 31 MAY 2023

NOTICE OF ANNUAL GENERAL MEETING

 

 

Karelian Diamond Resources plc (AIM: KDR), the diamond exploration company
focused on Finland, announces its Audited Accounts for the year ended 31 May
2023.  Details of these can be found below and a full copy of the Annual
Results can be viewed on the Company’s website. The period was one of
further significant progress.

 

Highlights of the period included:

 
* Compensation to be paid by the Company to local landowners in relation to
the establishment of the Lahtojoki mining concession area, in Finland,
determined and paid.
 
* High resolution drone based magnetic survey carried out in the Kuhmo region,
Finland. Over 250km were flown with more than twenty kimberlite targets
identified in the area.
* An extensive follow-up programme which includes excavating and drilling on
the potential diamondiferous kimberlite targets has commenced.
* Two additional Mineral Prospecting Licences, adjacent to the existing one,
have been granted in Northern Ireland which will secure the Company’s land
position in relation to its exploration programme for Nickel-Copper-Platinum
mineralisation. The total exploration area is now 750km2.
* The exploration programme for Nickel, Copper and PGE in Northern Ireland has
commenced.
 

Professor Richard Conroy, Chairman of Karelian, said:

 

“The Company has made excellent progress with the National Land Survey’s
procedures regarding the Lahtojoki diamond deposit in Finland now concluded
and the determined compensation paid. New survey work in Finland has
identified additional diamond targets and an excavation and drilling programme
on the targets has begun. In Northern Ireland the Company has been granted new
licences and the exploration programme for Nickel, Copper and PGE has
commenced, the results from which could greatly increase Karelian’s
potential value and also diversify the Company’s exploration programme.”

 

Annual Report and Accounts for the year to 31 May 2023

 

The full audited annual report and accounts for the year to 31 May 2023 will
be posted to shareholders today and will be published on the Company's website
(www.kareliandiamondresources.com) shortly. Key elements can also be viewed at
the bottom of this announcement.

 

Annual General Meeting

 

The Annual General Meeting of the Company ("AGM") will be held at The Conrad
Dublin Hotel, Earlsfort Terrace, Dublin at 10:30am on 21 December 2023. A copy
of the notice of AGM can be viewed on the Company's website.

 

Further Information:

                                                                   
 Professor Richard Conroy, Chairman                                +353-1-479-6180   
 Allenby Capital Limited (Nomad) Nick Athanas / Nick Harriss       +44-20-3328-5656  
 Peterhouse Capital Limited (Broker) Lucy Williams / Duncan Vasey  +44-20-7469-0930  
 Lothbury Financial Services Michael Padley                        +44-20-3290-0707  
 Hall Communications Don Hall                                      +353-1-660-9377     
                                                                                     
 http://www.kareliandiamondresources.com                                             

 

Chairman’s statement

 

Dear Shareholder,

 

I have pleasure in presenting the Company's Annual Report and Financial
Statements for the year ended 31 May 2023.

 

The year was one of significant progress for the Company, both in relation to
its diamond exploration and development programme in Finland and its Nickel,
Copper and Platinum group metals exploration programme in Northern Ireland.

 

The Lahtojoki Diamond Deposit

A further significant step towards the development of the Lahtojoki diamond
deposit was achieved when the National Land Survey of Finland determined, in
December 2022, the compensation to be paid by the Company to local landowners
in relation to the establishment of the Lahtojoki mining concession area,
which has been approved by TUKES (the Finnish mining authority).  The
Survey’s decision was announced on 14 December at a public meeting held in
the Municipal Hall of Tuusniemi in Finland and the compensation amounted in
total to €162,815.  This compensation has been paid, bar for two landowners
who have appealed the amount to be paid to them and a small boundary area,
entitling the Company to land possession over the entire mining concession
area.

 

The Lahtojoki diamond mining project comprises a mining concession covering 71
hectares (c.176 acres), including a kimberlite pipe with a surface area of 16
hectares (c.40 acres).

 

The diamond deposit at Lahtojoki, based on sampling to date, contained high
quality colourless gem diamonds and also coloured diamonds, including pink
diamonds which are highly sought after and can command prices up to 20 times
that of normal coloured diamonds. This is particularly relevant at a time of
low diamond prices.

 

The development of the diamond mine at Lahtojoki will, I believe, not only
bring significant benefits to the Company, but also to the entire surrounding
Kuopio Kaavi area and when in production is expected  to be the first diamond
mine in Europe outside Russia.

 

Diamond Exploration Programme in Finland

During the year there was significant progress made in the Company’s diamond
exploration programme in Finland.  This included a detailed high-resolution,
drone based, magnetic survey carried out by Radai Oy over the Company’s
diamond exploration licence area in the Kuhmo region, up ice of the green
diamond discovery in till by the Company previously announced.  Eighty-two
flights totalling 250km were flown.

 

Jeremy S. Brett International Consulting Limited (“Brett Consulting”) was
retained by the Company to interpret the drone aeromagnetic data generated by
the survey.  Mr. Brett is a senior geophysical consultant with over 28 years
of mineral exploration experience in geophysics across a wide variety of ore
deposit settings.  He has explored extensively for kimberlites in Africa,
North America and South America.

 

The geophysical interpretation by Brett Consulting led to the identification
of over twenty kimberlite targets in the area.  The targets ranged from 0.5
hectares to 4.7 hectares in size and “with a high ratio of highly ranked
targets” based on their magnetic signature.

 

The interpretation by Brett Consulting also highlighted potential underlying
structural controls to the emplacement of Kimberlite bodies.  This data can
be applied in a wider context to the overall Kuhmo region.

 

Previous work by the Company on the Kuhmo licence area included kimberlite
indicator mineral sampling, during which the green diamond was discovered.
Further kimberlite indicator mineral sampling in the area encountered highly
anomalous kimberlite indicators, including G9 and G10 garnets, which are known
indicators of diamond prospectivity.  Follow-up drilling resulted in the
discovery of a kimberlite dyke, confirming the presence of kimberlites in the
immediate area.

 

An extensive follow-up programme, which includes excavating and drilling on
the potential diamondiferous kimberlite targets identified by the geophysical
interpretation and indicator till sampling, has commenced. This includes a
pitting programme over a series of more than twenty kimberlite targets which
has been completed, post period.



Exploration for Nickel, Copper and Platinum Group Metals in Northern Ireland

Two additional Mineral Prospecting Licences were granted in October 2023,
which will secure the Company’s land position in relation to its exploration
programme for Nickel-Copper-Platinum mineralisation in Northern Ireland.

 

The licence applications were made following the discovery, on the Company’s
KDR-1 licence in Northern Ireland, of indicator minerals, including anomalous
amounts of chromite, forsterite olivine and magmatic massive sulphide
indicator minerals, which are indicative of the possible presence of
Nickel-Copper-Platinum mineralisation.

 

The licences, KDR-2 and KDR-3, are valid for a period of six years, cover an
area of approximately 500km2 and are adjacent to the Company’s existing
KDR-1 licence, giving an increased total exploration area of approximately
750km2. 

 

The Nickel-Copper-Platinum exploration targets are based on the mafic and/or
ultramafic dyke-sill complexes in the area which are similar to those that are
known to host the world class Noril’sk Nickel-Copper-Platinum deposit.

 

Ireland is already a well-established mining area, with a world class zinc
mine, Tara, and other major zinc/lead discoveries in the Lower Carboniferous
limestones, together with a series of significant orogenic gold discoveries in
both Northern Ireland and the Republic of Ireland.

 

The exploration programme for Nickel, Copper and Platinum Group Metals is an
exciting new development for the Company with positive results from a stream
sediment sampling programme duly announced in October 2023.

 

Environmental, Social and Governance Issues 

Great emphasis is placed by the Company on environmental, social and
governance issues.  The Company is committed to high standards of corporate
governance and integrity in all its activities and operations, including
rigorous health and safety compliance, environmental consciousness and the
promotion of a culture of good ethical values and behaviour.

 

Financials

The loss after taxation from continuing operations for the financial year
ended 31 May 2023 was €291,467 (31 May 2022: profit of €13,593) and the
net assets of the Company at 31 May 2023 were €9,786,074 (31 May 2022:
€9,480,803).      During the year there was a fundraising, debt
capitalisation and creditor conversion totalling £250,000 at 2.5 pence per
share together with a convertible loan of £112,500, convertible at 5 pence
per share.   Post year end a further fundraising of £250,000 at 2.5 pence
per share was also concluded.

 

Directors and Staff

I would like to express my very deep appreciation of the support and
dedication of directors, staff, and consultants which has made possible the
continued progress and success which the Company has achieved.

 

Outlook

I look forward to continued success for the Company both in diamond
exploration and development in Finland and in nickel, copper and platinum
group metals exploration in Ireland.

 

Professor Richard Conroy

Chairman

28 November 2023

 

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.

In auditing the financial statements, we have concluded that the directors’
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.

 

We draw attention to Note 1 in the financial statements, which indicates that
as at 31 May 2023 the company had net current liabilities of €1,241,046.

 

As stated in Note 1, these events or conditions indicate that a material
uncertainty exists that may cast significant doubt on the company’s ability
to continue as a going concern. Our opinion is not modified in respect of this
matter.

 

Our evaluation of the directors’ assessment of the company’s ability to
continue to adopt the going concern basis of accounting included:

 
* obtaining an understanding of the company’s relevant controls over the
preparation of cash flow forecasts and approval of the projections and
assumptions used in cash flow forecasts to support the going concern
assumption;
* assessing the design and determining the implementation of these relevant
controls; 
* evaluating directors’ plans and their feasibility by agreeing the inputs
used in the cash flow forecast to expenditure commitments and other supporting
documentation; 
* challenging the reasonableness of the assumptions applied by the directors
in their going concern assessment;
* obtaining confirmations received by the company from the directors and
former directors evidencing that they will not seek repayment of amounts owed
to them by the company within 12 months of the date of approval of the
financial statements, unless the company has sufficient funds to repay; 
* assessing the mechanical accuracy of the cash flow forecast model; and
* assessing the adequacy of the disclosures made in the financial statements.
 

Statement of profit or loss

as at 31 May 2023

                                                  2023           2022       
                                                  €              €          
                                                                            
 Continuing operations                                                      
 Operating expenses                               (297,386)      (369,019)  
 Movement in fair value of warrants               9,565          389,904    
                                                                            
 (Loss)/profit before finance costs and taxation  (287,821)      20,885     
                                                                            
 Interest expense                                 (3,646)        (7,292)    
                                                                            
 Net finance costs                                (3,646)        (7,292)    
                                                                            
 (Loss)/profit before taxation                    (291,467)      13,593     
                                                                            
 Income tax expense                               -              -          
                                                                            
 (Loss)/profit for the financial year             (291,467)      13,593     
                                                                            
 (Loss)/ earnings per share                                                 
 Basic and diluted (loss)/earnings per share      (0.0038)       0.0002     
                                                                            

The total (loss)/profit for the financial year is entirely attributable to
equity holders of the Company.

 

Statement of comprehensive income

as at 31 May 2023

                                                           2023           2022    
                                                           €              €       
                                                                                  
 (Loss)/profit for the financial year                      (291,467)      13,593  
                                                                                  
 Income recognised in other comprehensive income           -              -       
                                                                                  
 Total comprehensive (loss)/profit for the financial year  (291,467)      13,593  

 

The total comprehensive (loss)/profit for the financial year is entirely
attributable to equity holders of the Company.

 

Statement of financial position

as at 31 May 2023

                                    31 May         31 May         
                                    2023           2022           
                                    €              €              
 Assets                                                           
 Non-current assets                                               
 Intangible assets                  11,265,894     10,910,931     
 Total non-current assets           11,265,894     10,910,931     
                                                                  
 Current assets                                                   
 Cash and cash equivalents          116,038        117,868        
 Other receivables                  79,003         60,178         
 Total current assets               195,041        178,046        
                                                                  
 Total assets                       11,460,935     11,088,977     
                                                                  
 Equity                                                           
 Capital and reserves                                             
 Share capital presented as equity  3,200,882      3,191,807      
 Share premium                      10,546,844     9,959,181      
 Share-based payments reserve       450,658        450,658        
 Retained deficit                   (4,412,310)    (4,120,843)    
 Total equity                       9,786,074      9,480,803      
                                                                  
 Liabilities                                                      
 Non-current liabilities                                          
 Derivative liability               10,304         146            
 Convertible loan                   119,246        -              
 Warrant liabilities                109,224        -              
 Total non-current liabilities      238,774        146            
                                                                  
 Current liabilities                                              
 Trade and other payables           1,436,087      1,441,238      
 Convertible loan                   -              166,790        
 Total current liabilities          1,436,087      1,608,028      
                                                                  
 Total liabilities                  1,664,859      1,608,174      
                                                                  
 Total equity and liabilities       11,460,935     11,088,977     

 

The financial statements were approved by the Board of Directors on 27
November 2023 and authorised for issue on 28 November 2023.


Statement of changes in equity

for the financial year ended 31 May 2023


                                Share capital  Share premium  Share-based payment reserve  Retained deficit  Total  equity   
                                €              €              €                            €                 €               
 Balance at 1 June 2022         3,191,807      9,959,181      450,658                      (4,120,843)       9,480,803       
 Share issue                    9,075          610,824        -                            -                 619,899         
 Share issue costs              -              (23,161)       -                            -                 (23,161)        
 Share-based payments           -              -              -                            -                 -               
 (Loss) for the financial year  -              -              -                            (291,467)         (291,467)       
 Balance at 31 May 2023         3,200,882      10,546,844     450,658                      (4,412,310)       9,786,074       
                                                                                                                             
 Balance at 1 June 2021         3,191,807      9,959,181      450,058                      (4,105,780)       9,495,866       
 Share issue costs              -              -              -                            (28,656)          (28,656)        
 Profit for the financial year  -              -              -                            13,593            13,593          
 Balance at 31 May 2022         3,191,807      9,959,181      450,658                      (4,120,843)       9,480,803       
                                                                                                                             

 

Statement of cash flows

for the financial year ended 31 May 2023

                                                                        2023           2022       
                                                                        €              €          
 Cash flows from operating activities                                                             
 (Loss)/profit for the financial year                                   (291,467)      13,593     
 Adjustments for:                                                                                 
 Movement in fair value of warrants                                     109,224        (389,904)  
 Interest expense                                                       3,646          7,292      
                                                                        (178,597)      (369,019)  
                                                                                                  
 Increase in trade and other payables                                   1,361          75,340     
 (Increase) in other receivables                                        (18,825)       (11,872)   
 Advances/(repayment to) from Conroy Gold and Natural Resources P.L.C.  119,246        (70,000)   
 Net cash used in operating activities                                  (76,815)       (375,550)  
                                                                                                  
 Cash flows from investing activities                                                             
 Investment in exploration and evaluation                               (354,963)      (144,355)  
 Net cash used in investing activities                                  (354,963)      (144,355)  
                                                                                                  
 Cash flows from financing activities                                                             
 Issue of share capital                                                 453,109        604,651    
 Share issue costs                                                      (23,161)       (28,656)   
 Net cash provided by financing activities                              429,948        575,995    
                                                                                                  
 (Decrease)/Increase in cash and cash equivalents                       (1,830)        56,090     
 Cash and cash equivalents at beginning of financial year               117,868        61,778     
 Cash and cash equivalents at end of financial year                     116,038        117,868    

 


1           Accounting policies

Reporting entity

Karelian Diamond Resources P.L.C. (the “Company”) is a company domiciled
in Ireland. The Company is a public limited company incorporated in Ireland
under registration number 382499. The registered office is located at 3300
Lake Drive, Citywest Business Campus, Dublin 24, D24 TD21, Ireland.

 

The principal activity of the Company during the financial year is a mineral
exploration and development company.

 

Basis of preparation

The financial statements are presented in euro (“€”). The € is the
functional currency of the Company. The financial statements are prepared
under the historical cost basis except for derivative financial instruments
which, if any, are measured at fair value at each reporting date.

 

The preparation of 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 significant judgements
are disclosed in the accounting policies.

 

The financial statements were authorised for issue by the Board of Directors
on 28 November 2023.

 

Going concern

The Company recorded a loss of €291,467 (31 May 2022: profit of €13,593)
for the financial year ended 31 May 2023. The Company had net assets of
€9,786,074 (31 May 2022: €9,480,803) at that date. The Company had net
current liabilities of €1,241,046 (31 May 2022: net current liabilities of
€1,429,982) at the statement of financial position date.

 

The Directors, Professor Richard Conroy, Séamus P. FitzPatrick, Maureen T.A.
Jones, Dr. Sorċa Conroy, Brendan McMorrow, Howard Bird and former Director
James P. Jones, have confirmed that they will not seek repayment of amounts
owed to them by the Company of €1,291,969 (31 May 2022: €1,106,970) within
12 months of the date of approval of the financial statements, unless the
Company has sufficient funds to repay.

 

The Board of Directors have considered carefully the financial position of the
Company and in that context, have prepared and reviewed cash flow forecasts
for the period to 30 November 2024. As set out further in the Chairman’s
statement, the Company expects to incur capital expenditure in 2023 and 2024,
consistent with its strategy as an exploration company. The Directors
recognise that net current liabilities of €1,241,046 (31 May 2022:
€1,429,982) 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 assets and, 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 financial statements do not include any adjustments to the carrying value
and classification of assets and liabilities that would arise if the Company
was unable to continue as going concern.

 

Statement of compliance

The Company’s financial statements have been prepared in accordance with
IFRS as adopted by the European Union (“EU”) and the requirements of the
Companies Act 2014.

 

Recent accounting pronouncements

(i)  New and amended standards adopted by the Company

The Company has adopted the following amendments to standards for the first
time for its annual reporting year commencing 1 June 2022:

 
* IFRS 4 amendments regarding the expiry date of the deferral approach –
Effective date 1 January 2023;
* IAS 8 amendments regarding the definition of accounting estimates –
Effective date 1 January 2023;
* IAS 1 amendments regarding the disclosure of accounting policies  -
Effective date 1 January 2023;
* IFRS 17 Insurance contracts – Effective date deferred to 1 January 2023.
* Amendment to IFRS 16 about providing lessees with an extension of one year
to exemption from assessing whether a COVID-19-related rent concession is a
lease modification – Effective date 1 April 2021;
* IFRS 3 amendments updating a reference to the Conceptual Framework –
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.
* IFRS 1 amendments resulting from Annual Improvements to IFRS Standards
2018–2020 (subsidiary as a first-time adopter) – Effective date 1 January
2022; and
* IFRS 9 amendments resulting from Annual Improvements to IFRS Standards
2018–2020 (fees in the ‘’10 per cent’’ test for derecognition of
financial liabilities) – Effective date 1 January 2022;
 

The adoption of the above amendments to standards had no significant impact on
the financial statements of the Company either due to being not applicable or
immaterial.

 

(ii)  New standards and interpretations not yet adopted by the Company

Certain new accounting standards and interpretations have been published that
are not mandatory for 31 May 2023 reporting periods and have not been early
adopted by the Company.

 

The following new standards and amendments to standards have been issued by
the International Accounting Standards Board but have not yet been endorsed by
the EU, accordingly, none of these standards have been        applied
in the current year. The Board of Directors is currently assessing whether
these standards once endorsed by the EU will have any impact on the financial
statements of the Company.

 
* Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between an
investor and its associate or joint venture – Postponed indefinitely;
* Amendments to IFRS 16 Leases: Lease liability in a sale and leaseback –
Effective date 1 January 2024; and
* Amendments to IAS 1 Presentation of Financial Statements: Classification of
liabilities as current or  non-current – Effective date 1 January 2024.
 

2 (Loss)/profit per share

 

   Basic (loss)/profit per share                                                                                                                                                         
                                                                                                                                         2023                      2022                  
                                                                                                                                         €                         €                     
 (Loss)/profit for the year attributable to equity holders of the Company                                                                (291,467)                 13,593                
                                                                                                                                                                                         
 Number of ordinary shares at start of the financial year                                                                                68,542,749                68,542,749            
 Number of ordinary shares issued during the financial year                                                                              25,950,000                                      
 Number of ordinary shares at end of the financial year                                                                                  94,492,749                68,542,749            
                                                                                                                                                                                         
 Weighted average number of ordinary shares for the purposes of basic and diluted loss per share                                         76,460,146                68,542,749            
                                                                                                                                                                                         
 Basic and diluted (loss)/profit per ordinary share                                                                                              (0.0038)                  0.0002        
                                                                                                                                                                                         

 

Diluted (loss)/profit per share

The effect of share options and warrants is anti-dilutive.

 

3 Intangible assets

 

 Exploration and evaluation assets                                                                                  
                                                                                                                    
                                                                               31 May         31 May                
 Cost                                                                          2023           2022                  
                                                                               €              €                     
 At 1 June                                                                     10,910,931     10,766,576            
 Expenditure during the financial year:                                                                             
 *      Licence and appraisal costs                                            269,314        10,114                
 *                Other operating expenses (Note 2)                            85,649         134,241               
 At 31 May                                                                     11,265,894     10,910,931            
                                                                                                                    
                                                                                                                    

 

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.

 

4 Cash and cash equivalents

 

                                       31 May 2023    31 May 2022  
                                       €              €            
 Cash held in bank accounts            116,038        117,868      
                                       116,038        117,868      

 

During the year ended 31 May 2022, four new Nordea Bank accounts were opened
for the purpose of holding collateral deposits related to the Finnish
licenses. As at 31 May 2023, a total amount of €24,500 (31 May 2022:
€24,500) relates to these collateral deposits and are treated as restricted
cash balances.

 

5 Non-current liabilities

 

 

Warrant liabilities

 

During the year ended 31 May 2023, 18,500,000 warrants were issued with a
sterling exercise price and expiry of between 18 and 24 months. No new
warrants were issued in the prior year. The fair value amount at grant date
was valued using the Black Scholes Model and recorded as warrant liabilities.
At 31 May 2023, the warrants in issue were fair valued with the movement in
fair value being recorded in the statement of profit or loss . See Note 15 for
further details.

Convertible loan

 

On 26 May 2023, the Company entered into a convertible loan note agreement for
a total amount of €129,550 (£112,500) with Conroy Gold and Natural
Resources P.L.C. which is both a shareholder in the company and has a number
of other connections as noted in Note 15. The convertible loan note is
unsecured, has a term of 18 months and attracts interest at a rate of 5% per
annum which is payable on the maturity or conversion of the convertible loan.
The conversion price is 5 pence. The shareholder 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 amount of €10,304 relates to derivative liability attached to the total
convertible loan note above and the net amount of €119,246 is recorded as
the value of the convertible loan at 31 May 2023. As the loan note was entered
close to the year end, no interest was accrued due to it being immaterial.

 

The convertible loan amounted to €129,550 at 31 May 2023 and is classified
as a non-current liability.

 

                                 31 May 2023    31 May 2022  
                                 €              €            
 Opening Balance                 -              -            
 Interest payable                -              -            
 Derivative liability            10,304         -            
 Convertible loan                119,246        -            
                                 129,550        -            

 

 6      Current liabilities

Trade and other payables

 

                                                          31 May 2023    31 May 2022  
                                                          €              €            
 Accrued Directors’ remuneration                                                      
 Fees and other emoluments                                1,028,718      843,720      
 Pension contributions                                    263,250        263,250      
 Amount due to related party (see note 14 (b))            5,023          199,806      
 Other creditors and accruals                             139,096        134,462      
                                                          1,436,087      1,441,238    

 

As at 31 May 2023, director fees amounting to €44,167 (31 May 2022:
€34,167) due to Brendan McMorrow are included in Fees and other emoluments.
As at 31 May 2023, an amount of €NIL (31 May 2022: €2,500) payable to
Brendan McMorrow for other services rendered by him is included in other
creditors and accruals.

 

It is the Company’s practice to agree terms of transactions, including
payment terms with suppliers. It is the Company’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.

 

 

Convertible loan

On 10 December 2019, the Company entered into a convertible loan note
agreement for a total amount of €145,829 (£120,000) with one of its
shareholders. The total amount outstanding as at 31 May 2022 including accrued
interest was €166,790. This agreement was varied in December 2022 and the
loan note holder exercised their conversion rights to convert the loan and all
accrued interest (totalling £138,000) into 3,450,000 new ordinary shares in
the company on 20 December 2022.

 

                                          31 May 2023    31 May 2022  
                                          €              €            
 Opening Balance                          166,790        159,498      
 Interest payable                         3,646          7,292        
 Conversion to ordinary equity            (170,436)      -            
                                          -              166,790      

 

7 Commitments and contingencies

At 31 May 2023, there were no capital commitments or contingent liabilities
(31 May 2022: €Nil) recognised at the balance sheet date. Should the Company
decide to further develop the Lahtojoki project, an amount of €40,000 is
payable by the Company to the vendors of the Lahtojoki mining concession.

 

8 Related party transactions

(a)The Company shares office accommodation with Conroy Gold and Natural
Resources P.L.C. which has certain common Directors and shareholders. For the
financial year ended 31 May 2023, Conroy Gold and Natural Resources P.L.C.
incurred costs totalling €46,178 (31 May 2022: €100,313) on behalf of the
Company. These costs were recharged to the Company by Conroy Gold and Natural
Resources P.L.C.

 

These costs are analysed as follows:      

                                  2023     2022     
                                 €         €        
 Office salaries                 25,558    72,469   
 Rent and rates                  10,145    15,850   
 Other operating expenses        10,475    11,994   
                                 46,178    100,313  

 

 

(b) At 31 May 2023, the Company owed €5,023 to Conroy Gold and Natural
Resources P.L.C. (31 May 2022: €199,806 owed to). Amounts owed to Conroy
Gold and Natural Resources P.L.C. were included within trade and other
payables during the current year. During the financial year ended 31 May 2023,
the Company received €32,500 from (31 May 2022: €70,000 was paid to)
Conroy Gold and Natural Resources P.L.C. During the financial year ended 31
May 2023, the Company was charged €46,178 (31 May 2022: €100,313) by
Conroy Gold and Natural  Resources P.L.C. in respect of the allocation of
certain costs as detailed in Note 15(a). In May 2023, Conroy Gold and Natural
Resources P.L.C. converted amounts owing to it equivalent to €143,943
(£125,000) into ordinary equity as detailed as part of the “share issue
(b)” detailed in Note 12 and a further €129,550 (£112,500) into a
convertible loan instrument as detailed in Note 10.

(c) At 31 May 2023, Brendan McMorrow was owed €44,167 (31 May 2022:
€34,167) in respect of his services as a director. He invoiced the company
an amount of €9,000 (31 May 2022: €2,500) during the year for other
services rendered of which €Nil (31 May 2022: €2,500) was outstanding at
31 May 2023. These amounts are included in the trade and other payables
balance in the statement of financial position.

(d) Key management personnel are considered to be the Board of Directors and
other key management.   The compensation of all key management personnel
during the year was €199,824 (2022: €185,000).  Further analysis of
remuneration for each Director of the Company is set out in note 2.

(e) Details of share capital transactions with the Directors are disclosed in
the Directors’ Report.

(f) Apart from Directors’ remuneration (detailed in Note 2 and Note 4),
loans from two shareholders (who are also Directors which is detailed in Note
12), convertible loan from a shareholder (which is detailed in Note 11) and
share capital transactions (which are detailed within the Directors’
Report), there have been no contracts or arrangements entered into during the
financial year in which a Director of the Company had a material interest.

 

9      Post balance sheet events

Post year end the Company announced the completion of a stream sampling
programme in Northern Ireland where  subsequent indicator mineral and
microprobe analysis results confirmed the prospectivity of the Company's
licence area for nickel, copper and platinum group metals. 

 

The Company also announced that it has completed a pitting programme over a
series of more than twenty kimberlite target locations in the Kuhmo region of
Finland.   The resulting glacial till samples have been sent for kimperlite
indicator mineral testing.

 

The Company also raised funds of £250,000 in October 2023 (including
£100,000 from Board members) with a view to carrying out follow up
exploration in Northern Ireland and to continue its ongoing work in Finland. 

 

There were no further important events to note post year end.

 

10     Approval of the audited financial statements for the financial year
ended 31 May 2023

These audited financial statements were approved by the Board of Directors on
27 November 2023 and authorised for issue on 28 November 2023. A copy of the
audited financial statements will be available on the Company’s website
www.kareliandiamondresources.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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