Annual Report and
Consolidated Financial
Statements 2021
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
1
Contents
Chairman’s Statement
Company Information
Board of Directors
Directors’ Report
Independent Auditor’s Report
Consolidated Income
Statement
Consolidated Statement of
Comprehensive Income
Consolidated Statement of
Financial Position
Company Statement of
Financial Position
Consolidated Statement of
Changes in Equity
Company Statement of
Changes in Equity
Consolidated Statement
of Cash Flows
Company Statement
of Cash Flows
Notes to and forming part of
the Consolidated and Company
Financial Statements
2
6
7
9
18
25
26
27
28
29
30
31
32
33
2
Chairman’s Statement
Professor Richard Conroy
Chairman
Setting up drill rig, Clontibret.
Dear Shareholder,
I have great pleasure
in presenting the
Company’s Annual
Report and Consolidated
Financial Statements
for the year ended
31 May 2021.
Excellent progress in the Company’s
affairs has been made during the course
of the year. A Letter of Intent (“LOI”) was
signed in February 2021 between Demir
Export SA (“Demir Export”) and Conroy
Gold for the formation of a joint venture
partnership on an earn-in basis to bring
in a gold mine and to further explore
and develop the 65 km (40 mile) district
scale gold trend which Conroy Gold and
Natural Resources has discovered in the
Longford-Down Massif in Ireland. The
Company and Demir Export have now
progressed to the stage of having terms
agreed on a definitive agreement. During
the year there were further excellent
exploration results including new gold
discoveries.
Also, during the year, an Extraordinary
General Meeting (“EGM”) was held and
the necessary resolutions passed, to
ensure that, post Brexit, the Company’s
shares would continue to be able to be
settled electronically on AIM. There were
also successful financings totalling over
€3.6 million.
Joint Venture Project
(“Project Inis”)
The Board considered that the approach
by Demir Export and the terms which
they offered provided an excellent basis
for a long-term relationship under which
to develop the gold trend in the Longford
– Down Massif which the Company has
discovered. The Board decided, therefore,
to sign an LOI with Demir Export and
end discussions with Anglo Asian Mining
plc. Definitive agreements with Demir
Export are now at an advanced stage and
an EGM will be held in late December
to seek shareholder approval for the
proposed joint venture.
The primary focus of the joint venture
project (the “Demir Export JV” or
“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.
Demir Export is a long-established
mining company with interests in iron,
coal, gold and base metals, including
zinc and copper in Turkey 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, health
and safety management standards.
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc 3
Looking at core, Clontibret.
On site, Clontibret.
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 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 in work commitments (except
Demir Export in-house costs, Operator
fees and Minimum Regulatory Work
Commitments) of €4.5 million will
earn a 25% interest in the project.
Phase 2: expenditure by Demir
Export in work commitments (except
Demir Export in-house costs, Operator
fees and Minimum Regulatory Work
Commitments) of €4.5 million will
earn an additional 15%.
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 of 50% or greater portion of
the net profits due to Conroy Gold within
a maximum payback period of six years.
The licences in the Demir Export JV
will be divided into three Licence Groups,
namely the Clontibret Licence, the two
Northern Ireland Licences, and the
remaining nine licences in the Republic
of Ireland, with separate jointly owned
companies, the Joint Venture Companies,
owning the Licence or Licence Groups.
A Joint Management Committee (the
“JMC”) will be set up to oversee, plan
and execute the various plans in the
work programme of Demir Export JV.
The JMC will be comprised of four
members, two from each party, with
a Demir Export representative having
a casting vote, with appropriate minority
protection rights. 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 Joint Venture remains subject to,
inter alia, the entering into of definitive
documentation including a joint venture
framework agreement and shareholders
agreement. The proposed joint venture
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. An EGM is
being convened for 22 December 2021
to seek shareholder approval. 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, completion of the joint
venture agreement is also conditional on
the necessary regulatory consents being
granted in the Republic of Ireland and
Northern Ireland for the transfer of the
licences to the respective joint venture
companies.
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc 4
Drilling Clontibret.
Drilling Clay Lake.
The Company’s eight gold exploration
licences in Finland and one other licence
owned by the Company in Ireland are
not subject to the joint venture and will
remain 100% owned by the Company.
Demir Export has been granted a right
refusal over these licences until 31
December 2023.
Exploration Results
During the year excellent results were
achieved from the Company’s exploration
programme in the Longford-Down
Massif in Ireland over the new district
scale gold trend which the Company has
discovered. The results included new gold
discoveries in the Glenish licence. This
licence lies southwest of the Clontibret
area where the Company is looking to
develop its first gold mine and is along
the trend. Post year end, an extensive
new gold target, in the Company’s C1
licence area in Co. Armagh in Northern
Ireland was also discovered. This
discovery lies between the Company’s
Clay Lake-Derryhennet gold discovery
and the location of the discovery of the
famous Clay Lake Nugget (now in the
Ulster Museum). Also, during the year,
high value zinc assays were reported
from an infill soil sampling programme.
As well as the extensive gold trend
which the Company has discovered,
the Longford-Down Massif has an
established history of base metal mining,
including the historic antimony mines
in Clontibret, in the back channels of
which the first gold discoveries were
made. There were also a number of lead
and zinc mines which were worked in
the nineteenth century, forming an
area which was known as the Armagh-
Monaghan Mining District. The entire
licence area held by the Company has a
high base metal metalliferous content,
including in particular, antimony, which
ranks highly as an EU essential metal, and
although gold is the Company’s primary
target, additional potential in other
metals is a welcome bonus.
COVID-19
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, but, despite this,
progress has continued in relation to the
Company’s exploration and development
programme. In relation to COVID-19,
Directors and executives took a reduction
in salaries and fees in line with technical
and field staff taking a reduction in
salaries over a 6 month period.
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 of its activities and
operations including rigorous health and
safety compliance and environmental
consciousness and promotes a culture
of good ethical values and behaviour.
The Company conducts its business
with integrity, honesty and fairness
and requires its partners, contractors
and suppliers to meet similar ethical
standards. Individual staff members
must ensure that they apply and
maintain these standards in all their
actions.
It is a requirement of the Chairman
of the Board to regularly monitor
and review the Company’s ethical
standards and cultural environment
and where necessary take appropriate
action to ensure proper standards
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc 5
Deep overburden sampling.
On site, Clontibret.
are maintained. The Company is fully
committed to complying with all relevant
health, safety and environment rules
and regulations as these apply to its
operations and all individuals working
for the Company are aware of their
responsibilities in providing a safe
and secure working environment.
Extraordinary General
Meeting and Migration
to Euroclear
An extraordinary general meeting
(“EGM”) was held 17th February
2021 to maintain electronic trading
in the Company’s shares post Brexit.
The settlement system relating to
the Company’s shares needed, as a
consequence of Brexit, to move from
Crest in London to Euroclear Bank
in Belgium (“Migration”). Resolutions
were duly passed at the EGM enabling
the Company’s shares to continue to be
settled electronically on the AIM market
in London. This will be the Company’s
first AGM since migration of the holding
and settlement of uncertificated shares
in the Company from CREST to the
Euroclear Bank system.
The processes and timelines for
submitting proxy appointments or
voting instructions for the AGM will
differ from the comparable processes
and timelines that applied in CREST
for previous shareholder meetings.
Additional explanatory information
is included in the notice of meeting,
and it will be important for relevant
shareholders to confirm the procedures
with their stockholder, custodian, or
other intermediary as they may vary
depending on the specific arrangements
that are in place for individual
shareholders.
Financials
The profit after taxation from continuing
operations for the financial year ended
31 May 2021 was €211,010 (2020: loss
of €677,380). The main reason for the
profit after taxation was a favourable
movement in the fair value of the
various warrants issued during the
year amounting to €1,055,490.
During the year, the Company raised
€3,643,044 (£3,191,333) by way of
equity placings and exercise of warrants
and also converted €440,408 (£378,751)
of debt to equity.
At 31 May 2021 the Group had cash
reserves of €1,513,286 (2020: €117,270)
and net assets of €19,987,222 (2020:
€17,645,315).
Directors and Staff
I would like to express my deep
appreciation of the support and
dedication of the Directors, staff, and
consultants which has made possible
the continued progress and success
which the Company has achieved.
Professor Richard Conroy
Chairman
30 November 2021
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc 6
Company Information
Directors
Professor Richard Conroy*
Chairman
Maureen T.A. Jones*
Managing Director
Professor Garth Earls+§
Non-executive Director
Brendan McMorrow*+§
Non-executive Director
Howard Bird*§
Non-executive Director
(appointed on 28 July 2020)
* Member of the Executive Committee
§ Member of the Remuneration Committee
+ Member of the Audit Committee
Company registration number
232059
Company secretary
Maureen T.A. Jones
Registered office
3300 Lake Drive
Citywest Business Campus
Dublin 24, D24 TD21, Ireland
Nominated adviser (NOMAD)
Allenby Capital Limited
5 St. Helens Place
London, EC3A 6AB, United Kingdom
Broker
First Equity Ltd
(appointed on 12 April 2021)
Salisbury House, Finsbury
London, EC2M 5QQ, United Kingdom
Brandon Hill Capital Ltd
(ceased on 11 April 2021)
1 Tudor Street
London, EC4Y 0AH, United Kingdom
Statutory audit firm
Deloitte Ireland LLP
Chartered Accountants
and Statutory Audit Firm
6 Lapps Quay
Cork, T12 VY7W, Ireland
Banker
AIB
1-4 Lower Baggot Street
Dublin 2, D02 X342, Ireland
Registrar
Avenir Registrars
(appointed on 15 March 2021)
No. 1 Main Street
Blessington
Co. Wicklow, W91 V82T, Ireland
www.avenir-registrars.ie
Link Registrars Limited
(ceased on 14 March 2021)
2 Grand Canal Square
Grand Canal Harbour
Dublin 2, D02 A342, Ireland
www.linkassetservices.com
Legal advisers
William Fry Solicitors
2 Grand Canal Square
Dublin 2, D02 A342, Ireland
Roschier, Attorneys Ltd.
Kasarmikatu 21A
FI-00130 Helsinki, Finland
Head office
Conroy Gold and
Natural Resources P.L.C.
3300 Lake Drive
Citywest Business Campus
Dublin 24, D24 TD21, Ireland
www.conroygold.com
Public relations
Lothbury Financial Services
Floor 6, 131 Cannon Street
London, EC4N 5AX, United Kingdom
Hall Communications
1 Northumberland Road
Dublin 4, D04 F578, Ireland
London Stock Exchange
AIM Market Symbol: CGNR
SEDOL: BZ4BW18
ISIN number: IE00BZ4BTZ13
Professor Richard Conroy
Chairman
Maureen T.A. Jones
Managing Director
Professor Garth Earls
Non-Executive Director
Brendan McMorrow
Non-Executive Director
Howard M. Bird
Non-Executive Director
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc Conroy Gold and Natural Resources P.L.C.
Board of Directors
Board of Directors
7
Professor Richard Conroy - Chairman of the Board of Directors
Professor Richard Conroy is responsible for leading the Board and ensuring it operates in an effective manner whilst
promoting communication with shareholders. He has over 40 years’ experience of founding and growing companies in
the natural resources industry with a track record in making discoveries of global significance.
Experience
Professor Richard Conroy has been involved in natural resources for many years. He established Trans-International Oil,
which was primarily involved in Irish offshore oil exploration. Trans-International Oil initiated the Deminex Consortium
which included Deminex, Mobil, Amoco and DSM. Trans-International Oil was merged with Aran Energy P.L.C. in 1979,
which was later acquired by Statoil.
Professor Richard Conroy founded Conroy Petroleum and Natural Resources P.L.C. (“Conroy Petroleum”). Conroy
Petroleum was involved in both onshore and offshore oil production and exploration and also in mineral exploration.
Conroy Petroleum, in 1986, made the significant discovery of the Galmoy zinc deposits in County Kilkenny which was
later developed as a major zinc mine. The discovery at Galmoy led to the revival of the Irish base metal industry and to
Ireland becoming an international zinc province.
Conroy Petroleum was also a founding member of the Stoneboy consortium, which included Sumitomo Metal Mining Co.
Ltd., an exploration Group which discovered the world class Pogo gold deposit in Alaska, now in production as a major
gold mine.
Conroy Petroleum acquired Atlantic Resources P.L.C. in 1992 and subsequently changed its name to ARCON International
Resources P.L.C. (“ARCON”). The oil and gas interests in ARCON were transferred to form Providence Resources P.L.C.
ARCON was later acquired by Lundin Mining Corporation.
Professor Richard Conroy was Chairman and Chief Executive of Conroy Petroleum/ARCON from 1980 to 1994. He founded
Conroy Gold and Natural Resources P.L.C. in 1995. Since then, Professor Richard Conroy has utilised his extensive
experience in the exploration industry in his role as Chairman of the Board.
Professor Richard Conroy served in the Irish Parliament as a Member of the Senate. He was at various times front bench
spokesman for the Government party in the Upper House on Energy, Industry and Commerce, Foreign Affairs and
Northern Ireland.
Professor Richard Conroy is Emeritus Professor of Physiology in the Royal College of Surgeons in Ireland. Professor Richard
Conroy’s research included pioneering work on jet lag, shift working and decision making in business after
intercontinental flights. He co-authored the first textbook on human circadian rhythms.
Maureen T.A. Jones - Managing Director
Maureen T.A. Jones oversees all of the Company’s business and is responsible for formulating the Company’s objectives
and strategy. She is also the Company Secretary for the Company.
Experience
Maureen T.A. Jones joined Conroy Petroleum and Natural Resources P.L.C. on its foundation in 1980 and was a director
and member of the Board of Directors of Conroy Petroleum/ARCON from 1986 to 1994. Maureen T.A. Jones has a medical
background and specialised in the radiographic aspects of nuclear medicine before becoming a manager of International
Medical Corporation in 1977.
Maureen T.A. Jones has over twenty years’ experience at senior level in the natural resource sector. She has been
Managing Director of Conroy Gold and Natural Resources P.L.C. since 1998. Maureen T.A. Jones brings a vast amount of
managerial experience to the Board along with extensive experience of the exploration industry.
6
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
8
Conroy Gold and Natural Resources P.L.C.
Board of Directors continued
Board of Directors (continued)
Professor Garth Earls - Non-executive Director
Professor Garth Earls provides technical advice and guidance to the Company in relation to the exploration and resource
development matters.
Experience
Professor Garth Earls is Consulting Economic Geologist and Professor in the Department of Geology, University College
Cork. He has been a Member of the Board of Directors and Managing Director of both AIM and TSX listed companies and
has worked globally on a wide range of gold and base metal projects. In the 1980s he was part of the team that discovered
the Curraghinalt gold deposit in Co. Tyrone. Professor Garth Earls is a former Director of the Geological Survey of Northern
Ireland and former Chairman of the Geosciences Committee of the Royal Irish Academy. This experience is invaluable to
the Company to assist in his role of technical advisor.
Brendan McMorrow - Non-executive Director
Brendan McMorrow was appointed to the Board on 28 August 2017. He brings a broad range of knowledge gained
through holding senior financial roles in a variety of listed public companies in the natural resources sector.
Experience
Brendan McMorrow has over 25 years’ experience in a number of public companies in the oil and gas and base metals
mining sectors listed in London, Toronto and Dublin where he held senior executive finance roles. He is currently Finance
Director of Dunraven Resources P.L.C., an oil and gas exploration and development company. Prior to that he was Chief
Financial Officer of Circle Oil P.L.C. from 2005 to 2015, an AIM listed oil and gas exploration, development and production
company, with operations in North Africa and the Middle East. Brendan is a Fellow of the Chartered Association of
Certified Accountants.
Howard Bird - Non-executive Director
Howard Bird brings a broad range of knowledge gained through holding senior positions in a variety of different roles in
the natural resources sector. He was appointed to the Board on 28 July 2020.
Experience
Howard Bird is an internationally experienced Professional Geoscientist (diamonds, gold, platinum and base metals) and
has over 30 years’ diverse junior and senior mining company exploration, development and mining experience, including
over 15 years at senior executive management level. He also has a strong background in both European and North
American marketing, capital financings, mergers and acquisitions, and joint ventures.
7
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Directors’ Report
Directors’ report
9
The Board of Directors submit their annual report together with the audited consolidated financial statements of Conroy
Gold and Natural Resources P.L.C. (the “Company”) and its subsidiaries (“Conroy Gold”, or the “Group”) and the separate
financial statements of the Company for the financial year ended 31 May 2021.
Principal activities, business review and future developments
Information with respect to the Group’s principal activities and the review of the business and future developments as
required by Section 327 of the Companies Act 2014 is contained in the Chairman’s statement on pages 2 to 5. The
Company is a mineral exploration and development company whose objective is to discover and develop world class ore
bodies in order to create value for its shareholders. The Company’s strategy is to explore in politically stable and
geographically attractive countries such as Ireland and Finland.
The challenges facing the Company in achieving this strategy are world commodity prices and general economic activity,
ensuring compliance with governmental and environmental legislation and meeting work commitments under
exploration permits and licences sufficient to maintain the Company’s interest therein. To accomplish its strategy and
manage the challenges involved, the Company employs experienced individuals with a track record of success of
discovering world class ore bodies together with suitably qualified technical personnel and consultants, experienced
drilling and geophysical and other contractors and uses accredited international laboratories and technology to interpret
and assay technical results. Additionally, the Company ensures as far as possible to obtain adequate working capital to
carry out its work obligations and commitments. Please refer to the section on risks and uncertainties on pages 16 and
17 for further details.
By co-ordinating all of the above, this should result in a satisfactory return and value for shareholders.
Results for the year and state of affairs at 31 May 2021
The consolidated income statement for the financial year ended 31 May 2021 and the consolidated statement of financial
position at that date are set out on pages 25 and 27. The profit for the financial year amounted to €211,010 (2020: a loss
of €677,380) and net assets at 31 May 2021 were €19,987,222 (2020: €17,645,315). No interim or final dividends have
been or are recommended by the Board of Directors.
The Group is not yet in a production stage and accordingly has no operating income. Consequently, the Group is not
expected to report profits until it is in a position to profitably develop or otherwise turn to account its exploration
projects. The Directors monitor the activities and performance of the Group on a regular basis and use both financial and
non-financial indicators to assess the Group’s performance.
Important events since the year-end
On 6 July 2021, the Company announced the completion of due diligence drilling on its Clontibret gold deposit, the
completion of a drill hole on the Cargalisgorran section of the Clay Lake gold target and the commencement of drilling
on other targets in the new district scale gold trend which the Company has discovered in the Longford-Down Massif in
Ireland.
On 29 July 2021, the Company announced the discovery of a new extensive gold-in-soil anomaly on its licence area in the
Longford-Down Massif in Ireland. The anomaly covers an area of approximately 40 acres.
On 12 August 2021, the Company announced significant gold intersections from drilling completed in the Cargalisgorran
section of its Clay Lake gold target in the Longford-Down Massif in Ireland.
8
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
10
Conroy Gold and Natural Resources P.L.C.
Directors’ Report continued
Directors’ report (continued)
Important events since the year-end (continued)
On 1 September 2021, the Company announced that the definitive agreements for the proposed joint venture with Demir
Export A.S., on an earn-in basis, over the licences held by Conroy Gold along its 65km district scale gold trend in the
Longford-Down Massif in Ireland had reached an advanced stage. The primary focus of the joint venture project is the
development of the gold deposit within the Clontibret licence to construction ready status and bringing it into operation
as a gold mine.
COVID-19 continues to limit field and laboratory work given the restrictions on operations and movement. However, the
Company’s exploration and development programme has nonetheless continued.
Directors
Please refer to pages 6, 7 and 8 for a listing of Directors and further details.
Except as disclosed in the tables below, neither the Directors nor their families had any beneficial interest in the share
capital of the Company. Apart from Directors’ remuneration (detailed in Note 4), loans from Directors (detailed in Note
12) and professional services provided by Professor Garth Earls and Brendan McMorrow (detailed in Note 16 (g)), there
have been no contracts or arrangements entered into during the financial year ended 31 May 2021 in which a Director
of the Company had a material interest. Refer to Note 16 for further details.
Company Secretary
Maureen T.A. Jones served as Company Secretary throughout the year.
Directors’ shareholdings and other interests
The interests of the Directors and their spouses and children in the share capital of the Company were as follows:
31 May
2021
31 May
2021
1 June
2020
1 June
2020
Director
Date of signing
financial statements
Ordinary Shares
of €0.001 each
Date of
signing
financial
statements
Warrants
Professor Richard Conroy
Maureen T.A. Jones
Professor Garth Earls
Brendan McMorrow
Howard Bird**
* Of the 3,194,036 (2020: 2,795,521) ordinary shares beneficially held by Professor Richard Conroy, 192,942 (2020: 192,942) are held by Conroy P.L.C.,
a company in which Professor Richard Conroy has a controlling interest.
** Appointed on 28 July 2020 as a non-executive Director.
Details of warrants are as follows:
3,194,036*
368,329
-
26,060
-
519,713
125,761
-
26,060
-
519,713
125,761
-
-
-
Ordinary
Shares
of €0.001 each
3,194,036
368,329
-
26,060
-
Warrants
Ordinary
Shares
of €0.001 each
2,795,521*
329,239
-
-
-
Warrants
349,347
225,069
-
-
-
Director
Date of
signing
financial
statements
Warrants
Date of
signing
financial
statements
Price €
Professor Richard Conroy
Professor Richard Conroy
Professor Richard Conroy
Maureen T.A. Jones
Maureen T.A. Jones
Maureen T.A. Jones
Brendan McMorrow
121,198
-
398,515
39,090
86,671
-
26,060
4.33
-
0.50
0.50
4.33
-
0.50
9
31 May
2021
31 May
2021
1 June
2020
1 June
2020
Expiry Date
Warrants
Price € Warrants
Price €
121,198
-
398,515
39,090
86,671
-
26,060
4.33
-
0.50
0.50
4.33
-
0.50
121,198
228,149
-
-
86,671
138,398
-
4.33
3.70
-
-
4.33
3.70
-
16 November 2022
15 November 2020
16 March 2023
16 March 2023
16 November 2022
15 November 2020
16 March 2023
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Directors’ report (continued)
11
Directors’ shareholdings and other interests (continued)
Substantial shareholdings
So far as the Board of Directors are aware, no person or company, other than the shareholders listed below, held 3% or
more of the issued ordinary share capital of the Company.
Shareholder
Date of signing financial
statements
Professor Richard Conroy
Mr. Patrick O’Sullivan
Mr. Philip Hannigan
Paul and Marial Johnson
Ordinary Shares
of €0.001 each
3,194,036*
3,000,000
2,011,577
1,686,255
Date of signing
financial
statements
%
8.13
7.64
5.12
4.29
31 May
2021
Ordinary Shares
of €0.001 each
3,194,036*
3,000,000
2,011,577
1,686,255
31 May
2021
%
8.13
7.64
5.12
4.29
31 May
2020
31 May
2020
Ordinary Shares
of €0.001 each
2,795,521*
3,000,000
2,011,577
1,686,255
%
10.66
11.44
7.67
6.43
*Of the 3,194,036 (2020: 2,795,521) ordinary shares beneficially held by Professor Richard Conroy, 192,942 (2020: 192,942) are held by Conroy P.L.C.,
a company in which Professor Richard Conroy has a controlling interest.
Compliance policy statement of Conroy Gold and Natural Resources P.L.C.
The Directors, in accordance with Section 225(2) of the Companies Act 2014, acknowledge that they are responsible for
securing the Company’s compliance with certain obligations specified in that section (‘relevant obligations’). The
Directors confirm that:
•
•
•
a compliance policy statement has been drawn up setting out the Company’s policies that in their opinion are
appropriate with regard to compliance with relevant obligations;
appropriate arrangements and structures have been put in place that, in their opinion, are designed to provide
reasonable assurance of compliance in all material respects with those relevant obligations; and
a review has been conducted, during the financial year, of those arrangements and structures.
It is the policy of the Group to review during the course of each financial year the arrangements and structures referred
to above which have been implemented with a view to determining if they provide a reasonable assurance of compliance
in all material respects with relevant obligations.
Statement of Directors’ responsibilities in respect of the annual report and the consolidated financial statements
The Directors are responsible for preparing the annual report, including the Directors’ Report and the financial
statements in accordance with the Companies Act 2014 and the applicable regulations. Irish Company law requires the
Directors to prepare financial statements for each financial year. Under that law, they have elected to prepare the
consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by
the EU and applicable law and the Company financial statements in accordance with Financial Reporting Standard 101:
Reduced Disclosure Framework (“FRS101”), issued by the Financial Reporting Council.
Under company law, the Directors must not approve the Consolidated and Company financial statements unless they are
satisfied that they give a true and fair view of the assets, liabilities and financial position of the Group and Company and
of the Group’s profit or loss for that financial year and otherwise comply with the Companies Act 2014. In preparing these
financial statements, the Directors are required to:
•
select suitable accounting policies for the Group and Company financial statements and then apply them
consistently;
• make judgements and estimates that are reasonable and prudent;
•
state whether the financial statements have been prepared in accordance with the applicable accounting
standards, identify those standards, and note the effect and the reason for any material departure from these
standards; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group
and the Company will continue in business.
•
10
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
12
Conroy Gold and Natural Resources P.L.C.
Directors’ Report continued
Directors’ report (continued)
Statement of Directors’ responsibilities in respect of the annual report and the consolidated financial statements
(continued)
The Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any
time the assets, liabilities, financial position and profit or loss of the Company and which enable them to ensure that the
financial statements of the Group and the Company are prepared in accordance with the relevant accounting framework
and comply with the provisions of the Companies Act 2014. They have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Group and the Company and to prevent and detect fraud and
other irregularities. The Directors are also responsible for preparing a Directors’ report that complies with the
requirements of the Companies Act 2014.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on
the Company’s website. Legislation in the Republic of Ireland governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Going concern
The Group and the Company recorded a profit of €211,010 (2020: a loss of €677,380) for the financial year ended 31 May
2021. The Group and the Company had net assets of €19,987,222 (2020: €17,645,315) at that date. The Group had net
current liabilities of €1,790,142 (2020: €4,338,318) and the Company had net current liabilities of €1,271,009 (2020:
€3,981,673) at that date. The Group and the Company had cash and cash equivalents of €1,513,286 for both at 31 May
2021 (2020: €117,270).
The Directors, namely Professor Richard Conroy, Maureen T.A. Jones, Professor Garth Earls, Brendan McMorrow, Howard
Bird and former Directors, namely James P. Jones, Séamus P. Fitzpatrick, C. David Wathen, Louis J. Maguire, Dr. Sorċa
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 €3,119,148 (2020: €3,197,755) for a minimum period of 12 months from the date of approval of the
financial statements, unless the Group has sufficient funds to repay.
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 to 30 November 2022. As set out in the
Chairman’s statement, the Group and the Company expects to incur capital expenditure in 2021 and 2022, consistent
with its strategy as an exploration company. The Directors recognise that the Group’s net current liabilities of
€1,790,142 is a material uncertainty that may cast significant doubt on the Group and 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, the
results obtained from the exploration programme, the prospects for raising additional funds as required and the
planned entering into a joint venture arrangement with Demir Export, the Board of Directors are satisfied that it is
appropriate to prepare the Group and the Company financial statements on a going concern basis.
Corporate governance
The Board has adopted the QCA Corporate Governance Code (“QCA Code”), which is derived from the 2018 UK Corporate
Governance Code and the Guidance on Board Effectiveness (the “Code”) but adapted to the needs of smaller quoted
companies. The Company agrees that good governance contributes to sustainable success and recognises the renewed
emphasis on business building trust by forging strong relationships with key stakeholders. The Company understands the
importance of a corporate culture that is aligned with the Company’s purpose and business strategy, and which promotes
integrity and includes diversity. The Company conducts its business with integrity, honesty and fairness and requires its
partners, contractors and suppliers to meet similar ethical standards. The Board is satisfied that its corporate culture and
culture of its employees aligns the Company’s objectives, strategy and business model. It is an objective of the Company
that all individuals are aware of their responsibilities in applying and maintaining these standards in all their actions. The
Board ensures that support is available in the form of staff training and updating its employee handbook such that staff
members understand what is expected of them. The Company’s Statement of Compliance with the QCA code is available
on the Company’s website: www.conroygoldandnaturalresources.com/corporate-governance.
11
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc Conroy Gold and Natural Resources P.L.C.
Directors’ report (continued)
13
Board of Directors
The Board of Directors is made up of two executive and three non-executive Directors. One of the non-executive directors
was appointed on 28 July 2020. Biographies of each of the Directors are set out on pages 7 and 8.
The Board of Directors agrees a schedule of regular meetings to be held in each calendar year and also meets on other
occasions as necessary. Meetings are usually held at the head office in 3300 Lake Drive, Citywest Business Campus, Dublin
24, D24 TD21, Ireland. Due to COVID-19, a number of these meetings were held by way of Zoom and teleconference calls.
Board of Directors’ meetings were held on 18 occasions from 1 June 2020 to 31 May 2021 and attendance is set out in
the table below. An agenda and supporting documentation were circulated in advance of each meeting.
Meetings held during the year
Professor Richard Conroy
Maureen T.A. Jones
Professor Garth Earls
Brendan McMorrow
Howard Bird
Board
18
18
18
17
18
13
There is an agreed list of matters which the Board of Directors has formally reserved to itself for decision, such as approval
of the Group’s commercial strategy, trading and capital budgets, financial statements, Board of Directors’ membership,
major capital expenditure and risk management policies. Responsibility for certain matters is delegated to Board of
Directors’ committees. Executive Directors spend as much time on Group matters as is necessary for the proper
performance of their duties. Non-executive Directors are expected to spend a minimum of one day a month on Group
activities in addition to preparation for and attendance at Board and sub-committee meetings.
There is an agreed procedure for Directors to take independent legal advice. The Company Secretary is responsible for
ensuring that Board of Director’s procedures are followed, and all Directors have direct access to the Company Secretary.
All Directors receive regular reports and full Board of Directors’ papers are sent to each Director in sufficient time before
Board of Director’s meetings, and any further supporting papers and information are readily available to all Directors on
request. The Board of Director’s papers include the minutes of the Audit committee of the Board of Directors which have
been held since the previous Board of Director’s meeting, and, the Chairman of each committee is available to give a
report on the committee’s proceedings at Board of Director’s meetings if appropriate.
The Board of Directors has a process whereby each year every Director may meet the Chairman to review the conduct of
Board of Directors’ meetings and the general corporate governance of the Group.
The Board, having fully considered the corporate needs of the Group, is satisfied that it has an appropriate balance of
experience and skills to carry out its duties. The Chairman of the Company oversees this process and reviews the Board
composition to ensure it has the necessary experience, skills and capabilities. The Chairman and the Board, consider and
review the independence of the Directors on an annual basis.
The current non-executive Directors have a wide range of financial and technical skills based on both qualifications and
experience including significant fundraisings, financial management, technical expertise and the discovery and bringing
into production of operating mines. Each board member keeps their skills up to date through a combination of courses,
continuing professional development through professional bodies and reading.
The Company Secretary provides Directors with updates on key developments relating to the Company, the sector in
which the Company operates, legal and governance matters including advice from the Company’s brokers, lawyers and
advisors.
12
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
14
Conroy Gold and Natural Resources P.L.C.
Directors’ Report continued
Directors’ report (continued)
Board of Directors (continued)
Board performance
The Board, through its Chairman, will in the coming year evaluate its ongoing performance, based on the requirements
of the business and corporate governance standards.
It is envisaged that the review process will include the use of internal reviews and periodic external facilitation. The results
of such reviews will be used to determine whether any alterations are needed at either a board or senior management
level or whether any additional training would be beneficial. It is intended that with effect from the end of the next
financial year, these evaluations will be undertaken annually, after the end of each financial year but prior to the
publication of the respective annual report and accounts.
Director’s performance will be measured by way of such matters as:
• Commitment;
•
Independence;
• Relevant experience;
•
•
•
Impartiality;
Specialist knowledge; and
Effectiveness on the Board.
As set out in the Constitution of the Company, each year, one third (or the number nearest to one third) of the Directors
with the exception of the Chairman and the Managing Director, retire from the Board of Directors by rotation. Effectively,
therefore, each such Director will retire by rotation within a two-year period.
Ethical values and behaviours
The Board of Directors is committed to high standards of corporate governance and integrity in all its activities and
operations and promotes a culture of good ethical values and behaviour. The Group conducts its business with integrity,
honesty and fairness and requires its partners, contractors and suppliers to meet similar ethical standards. Individual
staff members must ensure that they apply and maintain these standards in all their actions.
The Chairman of the Board of Directors regularly monitors and reviews the Group’s ethical standards and cultural
environment and where necessary takes appropriate action to ensure proper standards are maintained. Due to the size
and available resources of the Company, the Chairman of the Board of Directors carries out executive functions. The
Group is fully committed to complying with all relevant health, safety and environment rules and regulations as these
apply to its operations. It is an objective of the Group that all individuals are aware of their responsibilities in providing a
safe and secure working environment.
Board Committees
The Board of Directors has implemented an effective committee structure to assist in the discharge of its responsibilities.
Membership of the Audit Committee, is comprised exclusively of non-executive Directors. The Remuneration and
Executive Committees were both re-constituted during the financial year and its membership is set out under Company
Information on page 6 of this report.
Remuneration Committee
The Remuneration Committee monitors the performance of each of the Company’s executive Directors and senior
executives to ensure they are rewarded fairly for their contribution to the Group. The executive Director is excused from
the meetings to determine his remuneration. It also sets the remuneration and terms and conditions of appointment for
the non-executive Directors. In determining remuneration levels, the Board takes into consideration the practices of
other companies of similar scope and size to ensure that senior executives and Board members are properly rewarded
and motivated to perform in the best interests of the shareholders. No meetings of the remuneration committee were
held in the period under review.
13
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Directors’ report (continued)
15
Board of Directors (continued)
Executive Committee
The Executive Committee supports the Managing Director in carrying out the duties delegated to her by the Board of
Directors. It also ensures that regular reports are presented to the Board of Directors, that effective internal controls are
in place and functioning and that there is an effective risk management process in operation throughout the Company.
Audit Committee
The Audit Committee’s terms of reference have been approved by the Board of Directors. The Audit Committee,
constituted in accordance with Section 1097 of the Companies Act 2014, comprises of the three non-executive Directors
and is chaired by Brendan McMorrow. Attendance at the Audit Committee meetings is set out below:
Meetings held during the year
Brendan McMorrow
Professor Garth Earls
Howard Bird
Audit
Committee
3
3
3
3
The Audit Committee reviews the accounting principles, policies and practices adopted, and areas of management
judgement and estimation during the preparation of the interim and annual financial statements and discusses with the
Group’s Auditor the results and scope of the audit. The external auditor has the opportunity to meet with the members
of the Audit Committee alone at least once a year.
The Audit Committee advises the Board of Directors on the appointment of the external auditor and on their
remuneration and discusses the nature and scope of the audit with the external auditor. An analysis of the fees payable
to the external audit firm in respect of audit services during the financial year is set out in Note 3 to the consolidated
financial statements.
The Audit Committee also undertakes a review of any non-audit services provided to the Group; and a discussion with
the auditor of all relationships with the Group and any other parties that could affect independence or the perception of
independence. Services in relation to tax were provided during the year under review.
The Audit Committee is responsible for monitoring the controls which are in force to ensure the information reported to
the shareholders is accurate and complete. The Audit Committee also reviews the effectiveness of the Group’s internal
controls and risk management systems. It also considers the need for an internal audit function, which it believes is not
required at present because of the size of the Group’s operations. The members of the Audit Committee have agreed to
make themselves available should any member of staff wish to make representations to them about the conduct of the
affairs of the Group.
Internal control
The Directors have overall responsibility for the Group’s system of internal control to safeguard shareholders’
investments and the Group assets. They operate a system of financial controls which enables the Board of Directors to
meet its responsibilities for the integrity and accuracy of the Group’s accounting records. Among the processes applied
in reviewing the effectiveness of the system of internal controls are the following:
•
The Board of Directors establishes risk policies as appropriate, for implementation by executive management;
• All commitments for expenditure and payments are subject to approval by personnel designated by the Board
of Directors; and
• Regular management meetings take place to review financial and operational activities.
The Board of Directors has considered the requirement for an internal audit function. Based on the scale of the Group’s
operations and close involvement of the Board of Directors, the Directors have concluded that an internal audit function
is not currently required.
14
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
16
Conroy Gold and Natural Resources P.L.C.
Directors’ Report continued
Directors’ report (continued)
Risks and uncertainties
The Group is subject to a number of potential risks and uncertainties, which could have a material impact on the long-
term performance of the Group and could cause actual results to differ materially from expectation. The management of
risk is the collective responsibility of the Board of Directors and is considered as part of all Board meetings.
An ongoing process for identifying, evaluating and managing or mitigating the principal risks faced by the Group has been
in place throughout the financial year and has remained in place up to the approval date of the report and accounts. The
Board intends to keep its risk control procedures under constant review, particularly with regard to the need to embed
internal control and risk management procedures further into the operations of the business and to deal with areas of
improvement which come to management’s and the Board’s attention.
As might be expected in a group of this size, a key control procedure is the day-to-day supervision of the business by the
Executive Directors, supported by the senior managers with responsibility for key operations. The Board has considered
the impact of the values and culture of the Group and ensures that, through staff communication and training, the Board’s
expectations and attitude to risk and internal control are embedded in the business. The Board of Directors consider the
following risks to be the principal risks affecting the business.
General Industry Risk
The Group’s business may be affected by the general risks associated with all companies in the gold exploration industry.
These risks (the list of which is not exhaustive) include: general economic activity, global gold prices, government and
environmental regulations, permits and licenses, fluctuating metal prices, the requirement and ability to raise additional
capital through future financings and price volatility of publicly traded securities. As such there is no guarantee that future
market conditions will permit the raising of the necessary funds by way of issue of new equity, debt financing or farming
out of interests. To mitigate this risk, the Board regularly reviews Group cash flow projections and considers different
sources of funds.
Environmental Risk
Environmental and safety legislation may change in a manner that may require stricter or additional standards than those
now in effect. These could result in heightened responsibilities for the Group and could cause additional expense, capital
expenditures, restrictions and delays in the activities of the Group, the extent of which cannot be predicted. The primary
area that is expected to impact the Group is in the area of climate change. Management will continue to closely monitor
this area and its potential impact on the Group. The Group employs staff experienced in the requirements of the relevant
environmental authorities and seeks, through their experience, to mitigate the risk of non-compliance with accepted best
practice.
Exploration Risk
All drilling to establish productive gold resources is inherently speculative and, therefore, a considerable amount of
professional judgement is involved in the selection of any prospect for drilling. In addition, in the event drilling
successfully encounters gold, unforeseeable operating problems may arise which render it uneconomic to exploit such
finds. Estimates of potential resources include substantial proportions which are undeveloped. These resources require
further capital expenditure in order to bring them into production. No guarantee can be given as to the success of drilling
programmes in which the Group has an interest. The Group employs highly competent experienced staff and uses a range
of techniques to minimise risk prior to drilling and utilises independent experts to assess the results of exploration
activity.
Financial Risk
Refer to Note 18 in relation to the use of financial instruments by the Group, the financial risk management objectives of
the Group and the Group’s exposure to inflation, interest rate risk, foreign currency risk, liquidity risk and credit risk.
Management is authorised to achieve best available rates in respect of each forecast currency requirement.
15
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Directors’ report (continued)
17
Risks and uncertainties (continued)
Pandemic Risk
The COVID-19 pandemic impacted on the Company’s activities during the financial year. 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 including for a time people
working remotely. COVID-19 continues to limit field and laboratory work given the restrictions on operations and
movement. However, the Company’s exploration and development programme has nonetheless continued.
Communication with shareholders
The Group gives high priority to communication with both shareholders and all other stakeholder groups. This is achieved
through publications such as the annual and interim report, and news releases on the Company’s website
www.conroygoldandnaturalresources.com, which is regularly updated.
The Company encourages shareholders to attend the Annual General Meeting (AGM) to meet, exchange views and
discuss the progress of the Group. The Directors are available after the conclusion of the formal business of the AGM to
meet, listen to shareholders and discuss any relevant matters arising.
Political donations
There were no political donations during the financial year (2020: €Nil).
Accounting records
The Board of Directors are responsible for ensuring adequate accounting records, as outlined in Sections 281 to 285 of
the Companies Act 2014, are kept by the Company. The Board of Directors, through the use of appropriate procedures
and systems and the employment of competent persons have ensured that measures are in place to secure compliance
with these requirements.
The accounting records are maintained at the Company’s business address, 3300 Lake Drive, Citywest Business Campus,
Dublin 24, D24 TD21, Ireland.
Disclosure of information to auditor
So far as each of the Directors in office at the date of approval of the financial statements is aware:
•
•
There is no relevant audit information of which the Company’s auditor are unaware; and
The Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware
of any relevant audit information and to establish that the Company’s auditor are aware of that information.
This information is given and should be interpreted in accordance with the provisions of Section 330 of the Companies
Act 2014.
Auditor
Deloitte Ireland LLP will continue in office in accordance with Section 383 (2) of the Companies Act 2014. Shareholders
will be asked to authorise the Directors to fix their remuneration.
On behalf of the Directors:
Professor Richard Conroy (Chairman)
Maureen T.A. Jones (Managing Director)
30 November 2021
16
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
18
Independent Auditor’s Report
to the Members of Conroy Gold and Natural Resources Plc
Deloitte Ireland LLP
Chartered Accountants &
Statutory Audit Firm
IInnddeeppeennddeenntt aauuddiittoorr’’ss rreeppoorrtt ttoo tthhee mmeemmbbeerrss ooff CCoonnrrooyy GGoolldd aanndd NNaattuurraall RReessoouurrcceess PPllcc
Deloitte Ireland LLP
Chartered Accountants &
Statutory Audit Firm
RReeppoorrtt oonn tthhee aauuddiitt ooff tthhee ffiinnaanncciiaall ssttaatteemmeennttss
OOppiinniioonn oonn tthhee ffiinnaanncciiaall ssttaatteemmeennttss ooff CCoonnrrooyy GGoolldd aanndd NNaattuurraall RReessoouurrcceess PPllcc ((tthhee ‘‘ccoommppaannyy’’))
In our opinion the group and parent company financial statements:
IInnddeeppeennddeenntt aauuddiittoorr’’ss rreeppoorrtt ttoo tthhee mmeemmbbeerrss ooff CCoonnrrooyy GGoolldd aanndd NNaattuurraall RReessoouurrcceess PPllcc
•
RReeppoorrtt oonn tthhee aauuddiitt ooff tthhee ffiinnaanncciiaall ssttaatteemmeennttss
give a true and fair view of the assets, liabilities and financial position of the group and parent company
as at 31 May 2021 and of the profit of the group for the financial year then ended; and
OOppiinniioonn oonn tthhee ffiinnaanncciiaall ssttaatteemmeennttss ooff CCoonnrrooyy GGoolldd aanndd NNaattuurraall RReessoouurrcceess PPllcc ((tthhee ‘‘ccoommppaannyy’’))
have been properly prepared in accordance with the relevant financial reporting framework and, in
In our opinion the group and parent company financial statements:
particular, with the requirements of the Companies Act 2014.
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
The financial statements we have audited comprise:
The financial statements we have audited comprise:
give a true and fair view of the assets, liabilities and financial position of the group and parent company
as at 31 May 2021 and of the profit of the group for the financial year then ended; and
have been properly prepared in accordance with the relevant financial reporting framework and, in
The group financial statements:
particular, with the requirements of the Companies Act 2014.
the Consolidated Income Statement;
the Consolidated Statement of Comprehensive Income;
the Consolidated Statement of Financial Position;
the Consolidated Statement of Changes in Equity;
The group financial statements:
the Consolidated Statement of Cash Flows; and
the Consolidated Income Statement;
the related notes 1 to 20, including a summary of significant accounting policies as set out in note 1.
the Consolidated Statement of Comprehensive Income;
the Consolidated Statement of Financial Position;
The parent company financial statements:
the Consolidated Statement of Changes in Equity;
the Company Statement of Financial Position;
the Consolidated Statement of Cash Flows; and
the Company Statement of Changes in Equity;
the related notes 1 to 20, including a summary of significant accounting policies as set out in note 1.
the Company Statement of Cash Flows; and
the related notes 1 to 20, including a summary of significant accounting policies as set out in note 1.
The parent company financial statements:
the Company Statement of Financial Position;
The relevant financial reporting framework that has been applied in their preparation of the group financial
the Company Statement of Changes in Equity;
statements is the Companies Act 2014 and International Financial Reporting Standards (IFRS) as adopted by the
the Company Statement of Cash Flows; and
European Union (“the relevant financial reporting framework”).
the related notes 1 to 20, including a summary of significant accounting policies as set out in note 1.
•
•
•
•
The relevant financial reporting framework that has been applied in the preparation of the parent company
The relevant financial reporting framework that has been applied in their preparation of the group financial
financial statements is the Companies Act 2014 and Financial Reporting Standard 101: Reduced Disclosure
statements is the Companies Act 2014 and International Financial Reporting Standards (IFRS) as adopted by the
Framework (FRS 101), issued by the Financial Reporting Council.
European Union (“the relevant financial reporting framework”).
BBaassiiss ffoorr ooppiinniioonn
The relevant financial reporting framework that has been applied in the preparation of the parent company
We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and
financial statements is the Companies Act 2014 and Financial Reporting Standard 101: Reduced Disclosure
applicable law. Our responsibilities under those standards are described below in the “Auditor's responsibilities
Framework (FRS 101), issued by the Financial Reporting Council.
for the audit of the financial statements” section of our report.
BBaassiiss ffoorr ooppiinniioonn
We are independent of the group and parent company in accordance with the ethical requirements that are
We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and
relevant to our audit of the financial statements in Ireland, including the Ethical Standard issued by the Irish
applicable law. Our responsibilities under those standards are described below in the “Auditor's responsibilities
Auditing and Accounting Supervisory Authority, as applied to listed entities, and we have fulfilled our other ethical
for the audit of the financial statements” section of our report.
responsibilities in accordance with these requirements.
We are independent of the group and parent company in accordance with the ethical requirements that are
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
relevant to our audit of the financial statements in Ireland, including the Ethical Standard issued by the Irish
opinion.
Auditing and Accounting Supervisory Authority, as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
19
IInnddeeppeennddeenntt aauuddiittoorr’’ss rreeppoorrtt ttoo tthhee mmeemmbbeerrss ooff CCoonnrrooyy GGoolldd aanndd NNaattuurraall RReessoouurrcceess PPllcc
MMaatteerriiaall uunncceerrttaaiinnttyy rreellaatteedd ttoo ggooiinngg ccoonncceerrnn
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 your attention to Note 1 in the financial statements, which indicates that the group and parent company
incurred a profit in the current financial year of €211,010 during the year ended 31 May 2021 and, as of that date,
the group and parent Company had net current liabilities of €1,790,142 and €1,271,009 respectively at that date.
Our evaluation of the directors’ assessment of the group and parent company’s ability to continue to adopt the
going concern basis of accounting included:
• 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, assessed the design and determined the implementation of these controls;
•
Evaluated directors’ plans and their feasibility by testing the key assumptions used in the cash flow
forecast provided by agreeing the inputs to historical run rates, expenditure commitments and other
supporting documentation;
• Obtained an understanding of directors’ plans to enable the group and parent company to obtain
and/or 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
and/or parent company 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 and/or parent Company 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; and
• We obtained evidence of the status of negotiations between the group and a potential joint venture
partner, including the expected financial commitments should negotiations conlcude successfully.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
20
Independent Auditor’s Report continued
IInnddeeppeennddeenntt aauuddiittoorr’’ss rreeppoorrtt ttoo tthhee mmeemmbbeerrss ooff CCoonnrrooyy GGoolldd aanndd NNaattuurraall RReessoouurrcceess PPllcc
SSuummmmaarryy ooff oouurr aauuddiitt aapppprrooaacchh
KKeeyy aauuddiitt mmaatttteerrss
The key audit matters that we identified in the current year were:
• Going concern (see material uncertainty related to going concern section)
• Valuation of Intangible Assets and Recoverability of Amounts owed by Group
Companies
Within this report, any new key audit matters are identified with
and any key
audit matters which are the same as the prior year identified with
.
The materiality that we used in the current year for both the group and parent
company was €625,000 which was determined on the basis of approximately 3% of
Shareholder’s Equity.
We identified one significant component, which was the Parent Company, Conroy
Gold and Natural Resources Plc.
MMaatteerriiaalliittyy
SSccooppiinngg
SSiiggnniiffiiccaanntt cchhaannggeess
oouurr aapppprrooaacchh
iinn
There were no significant changes in our approach.
KKeeyy AAuuddiitt MMaatttteerrss
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current financial year and include the most significant assessed risks
of material misstatement (whether or not due to fraud) we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the
engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter
described in the material uncertainty relating to going concern section, we have determined the matters
described below to be the key audit matters to be communicated in our report.
VVaalluuaattiioonn ooff IInnttaannggiibbllee AAsssseettss aanndd RReeccoovveerraabbiilliittyy ooff AAmmoouunnttss OOwweedd bbyy GGrroouupp CCoommppaanniieess
KKeeyy
aauuddiitt mmaatttteerr
ddeessccrriippttiioonn
At 31 May 2021, the carrying value of Exploration and Evaluation Assets included in
Intangible Assets in the Consolidated Statement of Financial Position and Company
Statement of Financial Position amounted to €22,988,974 and €22,469,838
respectively. At 31 May 2021, the carrying value of amounts owed by group
companies in the Company Statement of Financial Position amounted to €519,133.
We draw your attention to the disclosures made in Note 1, 8 and 10 to the financial
statements concerning the realisation of intangible assets held and recoverability of
amounts owed by group companies. The realisation of intangible assets by the
group and company and the amounts owed by group companies to the company, is
dependent on the further successful development (including certain licence
renewals) and ultimate production of the mineral resources and the availability of
sufficient finance to bring the resources to economic maturity and profitability.
The realisation of intangible assets in the Consolidated Statement of Financial
Position and Company Statement of Financial Position was assessed as a significant
risk. The recoverability of amounts owed by Group Companies in the Consolidated
Statement of Financial Position and Company Statement of Financial Position was
assessed as a higher risk. These areas were therefore considered to be key audit
matters.
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
21
IInnddeeppeennddeenntt aauuddiittoorr’’ss rreeppoorrtt ttoo tthhee mmeemmbbeerrss ooff CCoonnrrooyy GGoolldd aanndd NNaattuurraall RReessoouurrcceess PPllcc
HHooww tthhee ssccooppee ooff oouurr
aauuddiitt rreessppoonnddeedd ttoo
tthhee kkeeyy aauuddiitt mmaatttteerr
We performed the following procedures:
• We evaluated the Directors’ procedures for assessing indicators of
impairment of intangible assets in line with the accounting policies;
• We evaluated the design and determined the implementation of controls in
place over capitalisation and subsequent valuation of intangible assets.
• We inspected documentation in respect of licences held and considered
and challenged the Directors’ assessment of indicators of impairment in
relation to exploration and evaluation assets in both Ireland and Finland;
• We performed a review of proposed exploration programme in respect of
the Group and the Company’s assets in Ireland and Finland; including:
- discussing and challenging the allocation of capitalised costs used
for their reasonableness,
- assessing the reasonableness of the assets capitalised in the
current year, and
- reviewing and considering indicators of impairment.
• We obtained a listing of intangible asset additions in the financial year and
selected a sample of additions to ensure the capitalisation was in line with
accounting policies.
• We performed a review of Board of Directors Meeting Minutes and press
releases issued by the group in relation to the status of exploration and
evaluation assets;
• We performed a review of budgeted expenditure for the next 12 months;
• We assessed the financial position of related parties from which balances
are due to Conroy Gold & Natural Resources to ensure there are no
indicators of impairment; and
• We also considered the adequacy of the disclosure in the financial
statements.
KKeeyy oobbsseerrvvaattiioonnss
A significant uncertainty exists in relation to the ability of the Group and Company to
realise the exploration and evaluation assets capitalised to intangible assets and in
relation to the ability of the Company to realise amounts owed by group companies.
As noted above, we draw your attention to the disclosures made in Note 1, 8 and 10
to the financial statements concerning the realisation of intangible assets and
recoverability of amounts owed by group companies. The realisation of intangible
assets by the group and company and the amounts owed by group companies to the
company, is dependent on the 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. The financial statements do
not include any adjustments in relation to these uncertainties and the ultimate
outcome cannot, at present, be determined. Our opinion is not modified in respect
of this matter.
Our audit procedures relating to these matters were designed in the context of our audit of the financial
statements as a whole, and not to express an opinion on individual accounts or disclosures. Our opinion on the
financial statements is not modified with respect to any of the risks described above, and we do not express an
opinion on these individual matters.
OOuurr aapppplliiccaattiioonn ooff mmaatteerriiaalliittyy
We define materiality as the magnitude of misstatement that makes it probable that the economic decisions of a
reasonably knowledgeable person, relying on the financial statements, would be changed or influenced. We use
materiality both in planning the scope of our audit work and in evaluating the results of our work.
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
22
Independent Auditor’s Report continued
IInnddeeppeennddeenntt aauuddiittoorr’’ss rreeppoorrtt ttoo tthhee mmeemmbbeerrss ooff CCoonnrrooyy GGoolldd aanndd NNaattuurraall RReessoouurrcceess PPllcc
We determined materiality for the group and parent company to be €625,000 which is approximately 3% of
Shareholder’s Equity. We have considered Shareholder’s Equity to be the critical component for determining
materiality as we determined the Shareholder’s Equity to be of most importance to the principal external users
of the financial statements. Raising equity funding is of key importance to the group and parent company in
continuing it current operations and is reflective of the current business life cycle of the group and parent
company. We have considered quantitative and qualitative factors such as understanding the entity and its
environment, history of mistatetements, complexity of the group and parent company and reliabity of control
environment.
Shareholder's
Equity 20m
Shareholders
Equity
Materiality
Materialty
€625,000
Audit Committe
Reporting
Threshold
€31,250
We agreed with the Audit Committee that we would report to them any audit differences in excess of €31,250,
as well as differences below that threshold which, in our view, warranted reporting on qualitative grounds. We
also report to the Audit Committee on disclosure matters that we identified when assessing the overall
presentation of the financial statements.
AAnn oovveerrvviieeww ooff tthhee ssccooppee ooff oouurr aauuddiitt
Our group audit was scoped by obtaining an understanding of the group and its environment and assessing the
risks of material misstatement at the group level. Based on that assessment, we focused our group audit scope
primarily on the audit work in one significant component, which was the parent Company. This component was
subject to a full scope audit and accounts for 100% of the group’s net assets. The remaining non-significant
components were subject to specified audit procedures where the extent of our testing was based on our
asssessment of the risks of material misstatement to the group financial statements.
OOtthheerr iinnffoorrmmaattiioonn
The other information comprises the information included in the Annual Report and Consolidated Financial
Statements, other than the financial statements and our auditor’s report thereon. The directors are responsible
for the other information contained within the Annual Report and Consolidated Financial Statements.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears
to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we
are required to determine whether there is a material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
RReessppoonnssiibbiilliittiieess ooff ddiirreeccttoorrss
As explained more fully in the Directors’ Report the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view and otherwise comply with the Companies
Act 2014, and for such internal control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
23
IInnddeeppeennddeenntt aauuddiittoorr’’ss rreeppoorrtt ttoo tthhee mmeemmbbeerrss ooff CCoonnrrooyy GGoolldd aanndd NNaattuurraall RReessoouurrcceess PPllcc
In preparing the financial statements, the directors are responsible for assessing the group and parent company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the group and parent company
or to cease operations, or have no realistic alternative but to do so.
AAuuddiittoorr’’ss rreessppoonnssiibbiilliittiieess ffoorr tthhee aauuddiitt ooff tthhee ffiinnaanncciiaall ssttaatteemmeennttss
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (Ireland) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs (Ireland), we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the group and parent company’s internal control.
•
•
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the group and parent company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the
related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However,
future events or conditions may cause the entity (or where relevant, the group) to cease to continue as a
going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the business activities
within the group to express an opinion on the (consolidated) financial statements. The group auditor is
responsible for the direction, supervision and performance of the group audit. The group auditor remains
solely responsible for the audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that the
auditor identifies during the audit.
For listed entities and public interest entities, the auditor also provides those charged with governance with a
statement that the auditor has complied with relevant ethical requirements regarding independence, including
the Ethical Standard for Auditors (Ireland), and communicates with them all relationships and other matters that
may reasonably be thought to bear on the auditor’s independence, and where applicable, related safeguards.
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
24
Independent Auditor’s Report continued
IInnddeeppeennddeenntt aauuddiittoorr’’ss rreeppoorrtt ttoo tthhee mmeemmbbeerrss ooff CCoonnrrooyy GGoolldd aanndd NNaattuurraall RReessoouurrcceess PPllcc
Where the auditor is required to report on key audit matters, from the matters communicated with those
charged with governance, the auditor determines those matters that were of most significance in the audit of
the financial statements of the current period and are therefore the key audit matters. The auditor describes
these matters in the auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, the auditor determines that a matter should not be communicated in
the auditor’s report because the adverse consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.
RReeppoorrtt oonn ootthheerr lleeggaall aanndd rreegguullaattoorryy rreeqquuiirreemmeennttss
OOppiinniioonn oonn ootthheerr mmaatttteerrss pprreessccrriibbeedd bbyy tthhee CCoommppaanniieess AAcctt 22001144
Based solely on the work undertaken in the course of the audit, we report that:
• We have obtained all the information and explanations which we consider necessary for the purposes of our
•
•
•
audit.
In our opinion the accounting records of the parent company were sufficient to permit the financial
statements to be readily and properly audited.
The parent company balance sheet is in agreement with the accounting records.
In our opinion the information given in the directors’ report is consistent with the financial statements and
the directors’ report has been prepared in accordance with the Companies Act 2014.
MMaatttteerrss oonn wwhhiicchh wwee aarree rreeqquuiirreedd ttoo rreeppoorrtt bbyy eexxcceeppttiioonn
Based on the knowledge and understanding of the group and the parent company and its environment obtained
in the course of the audit, we have not identified material misstatements in the directors' report
We have nothing to report in respect of the provisions in the Companies Act 2014 which require us to report to
you if, in our opinion, the disclosures of directors’ remuneration and transactions specified by law are not made.
UUssee ooff oouurr rreeppoorrtt
This report is made solely to the company’s members, as a body, in accordance with Section 391 of the Companies
Act 2014. Our audit work has been undertaken so that we might state to the company’s members those matters
we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the company and the company’s members
as a body, for our audit work, for this report, or for the opinions we have formed.
KKeevviinn BBuuttlleerr
For and on behalf of Deloitte Ireland LLP
Chartered Accountants and Statutory Audit Firm
6 Lapp’s Quay
Cork
Date: 30 November 2021
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc 25
2020
€
(563,763)
(97,482)
-
(661,245)
-
(16,135)
(16,135)
(677,380)
-
(677,380)
(0.0278)
(0.0278)
Conroy Gold and Natural Resources P.L.C.
Consolidated income statement
for the financial year ended 31 May 2021
Continuing operations
Operating expenses - other
Operating expenses – Share-based payment expense
Movement in fair value of warrants
Operating profit/(loss)
Finance income – interest
Interest expense
Net finance cost
Profit/(loss) before taxation
Income tax expense
Profit/(loss) for the financial year
Earnings/(loss) per share
Basic earnings/(loss) per share
Diluted earnings/(loss) per share
Note
2021
€
2
17
17
13
3
5
6
6
(752,619)
(71,596)
1,055,490
231,275
13
(20,278)
(20,265)
211,010
-
211,010
0.0065
0.0065
The total profit/(loss) for the financial year is entirely attributable to equity holders of the Company.
_____________________ ___________________
Professor Richard Conroy
Chairman
Maureen T.A. Jones
Managing Director
23
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
26
Conroy Gold and Natural Resources P.L.C.
Consolidated statement of comprehensive income
for the financial year ended 31 May 2021
2021
€
2020
€
Profit/(loss) for the financial year
211,010
(677,380)
Income recognised in other comprehensive income
-
-
Total comprehensive profit/(loss) for the financial year
211,010
(677,380)
The total comprehensive profit/(loss) for the financial year is entirely attributable to equity holders of the
Company.
24
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
27
Conroy Gold and Natural Resources P.L.C.
Consolidated statement of financial position
as at 31 May 2021
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Total non-current assets
Current assets
Cash and cash equivalents
Other receivables
Total current assets
Total assets
Equity
Capital and reserves
Share capital presented as equity
Share premium
Capital conversion reserve fund
Share-based payments reserve
Other reserve
Retained deficit
Total equity
Liabilities
Non-current liabilities
Warrant liabilities
Convertible loans
Total non-current liabilities
Current liabilities
Trade and other payables
Related party loans
Total current liabilities
Total liabilities
Note
8
9
11
10
14
14
14
17
13
13
12
12
31 May
2021
€
22,988,974
9,474
22,998,448
1,513,286
458,769
1,972,055
31 May
2020
€
22,330,743
10,692
22,341,435
117,270
89,951
207,221
24,970,503
22,548,656
10,543,694
15,256,556
30,617
42,664
79,929
(5,966,238)
19,987,222
843,004
378,080
1,221,084
3,625,198
136,999
3,762,197
4,983,281
10,530,645
13,084,647
30,617
574,875
8,333
(6,583,802)
17,645,315
-
357,802
357,802
3,885,707
659,832
4,545,539
4,903,341
Total equity and liabilities
24,970,503
22,548,656
The financial statements were approved by the Board of Directors on 30 November 2021 and authorised for issue on 30
November 2021. They are signed on its behalf by:
_____________________ _________________
Maureen T.A. Jones
Professor Richard Conroy
Managing Director
Chairman
25
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
28
Conroy Gold and Natural Resources P.L.C.
Company statement of financial position
as at 31 May 2021
Assets
Non-current assets
Intangible assets
Investment in subsidiary
Property, plant and equipment
Total non-current assets
Current assets
Cash and cash equivalents
Other receivables
Total current assets
Total assets
Equity
Capital and reserves
Called up share capital presented as equity
Share premium
Capital conversion reserve fund
Share-based payments reserve
Other reserve
Retained deficit
Total equity
Liabilities
Non-current liabilities
Warrant liabilities
Convertible loans
Total non-current liabilities
Current liabilities
Trade and other payables
Related party loans
Total current liabilities
Total liabilities
Note
8
7
9
11
10
14
14
14
17
13
13
12
12
31 May
2021
€
22,469,838
3
9,474
22,479,315
1,513,286
977,902
2,491,188
31 May
2020
€
21,974,093
5
10,692
21,984,790
117,270
446,596
563,866
24,970,503
22,548,656
10,543,694
15,256,556
30,617
42,664
79,929
(5,966,238)
19,987,222
843,004
378,080
1,221,084
3,625,198
136,999
3,762,197
4,983,281
10,530,645
13,084,647
30,617
574,875
8,333
(6,583,802)
17,645,315
-
357,802
357,802
3,885,707
659,832
4,545,539
4,903,341
Total equity and liabilities
24,970,503
22,548,656
The profit/(loss) for the financial year was €211,010 (2020: a loss of €677,380).
The financial statements were approved by the Board of Directors on 30 November 2021 and authorised for issue on 30
November 2021. They are signed on its behalf by:
_____________________ _________________
Maureen T.A. Jones
Professor Richard Conroy
Managing Director
Chairman
26
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
29
Conroy Gold and Natural Resources P.L.C.
Consolidated statement of changes in equity
for the financial year ended 31 May 2021
Share
capital
Share
premium
€
€
Capital
conversion
reserve fund
€
Share-based
payment
reserve
€
Other
reserve
Retained
deficit
Total
equity
€
€
€
10,530,645
13,084,647
30,617
574,875
8,333
(6,583,802)
17,645,315
13,049
-
-
-
4,070,403
-
(1,898,494)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
71,596
-
(125,657)
-
-
4,083,452
(125,657)
(1,898,494)
71,596
(532,211)
-
-
-
532,211
-
211,010
211,010
10,543,694
15,256,556
30,617
42,664
79,929
(5,966,238)
19,987,222
Share
capital
Share
premium
€
€
Capital
conversion
reserve fund
€
Share-based
payment
reserve
€
10,528,124
12,727,194
30,617
751,293
2,521
357,453
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Other
reserve
Retained
deficit
Total
equity
€
-
-
-
-
€
€
(6,163,902)
17,873,326
-
(16,420)
-
-
359,974
(16,420)
97,482
8,333
-
-
97,482
-
8,333
(273,900)
-
-
-
273,900
-
(677,380)
(677,380)
Balance at 1 June 2020
Share issue (see Note
14)
Share issue costs
Warrant issue
Warrant exercise
Transfer from share-
based payment reserve
to retained deficit
Profit for the financial
year
Balance at 31 May
2021
Balance at 1 June 2019
Share issue (see Note
14)
Share issue costs
Share based payments
Conversion feature
(convertible loans)
Transfer from share-
based payment reserve
to retained deficit
Loss for the financial
year
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
The share capital comprises of 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 Extraordinary General
Meetings held on 26 February 2015 and 14 December 2015. A detailed breakdown of the share capital figure is included in Note 14.
Share premium
The share premium reserve comprises of the excess consideration received in respect of share capital over the nominal value of share 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 comprises of the fair value of all share options and warrants which have been charged over the vesting period,
net of amounts relating to share options and warrants forfeited or lapsed during the year, which are reclassified to retained deficit.
Other reserve
The other reserve comprises of the equity portion of convertible loans.
Retained deficit
This reserve represents the accumulated losses absorbed by the Group to the consolidated statement of financial position date.
27
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
30
Conroy Gold and Natural Resources P.L.C.
Company statement of changes in equity
for the financial year ended 31 May 2021
Balance at 1 June
2020
Share issue (see
Note 14)
Share issue costs
Warrant issue
Warrant exercise
Transfer from
share-based
payment reserve to
retained deficit
Profit for the
financial year
Balance at 31 May
2021
Balance at 1 June
2019
Share issue (see
Note 14)
Share issue costs
Share based
payment
Conversion feature
(convertible loans)
Transfer from
share-based
payment reserve to
retained deficit
Loss for the
financial year
Balance at 31 May
2020
Share
capital
Share
premium
€
€
Capital
conversion
reserve fund
€
Share-based
payment
reserve
€
Other
reserve
Retained
deficit
Total
equity
€
€
€
10,530,645
13,084,647
30,617
574,875
8,333
(6,583,802)
17,645,315
13,049
-
-
-
4,070,403
-
(1,898,494)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
71,596
-
(125,657)
-
-
4,083,452
(125,657)
(1,898,494)
71,596
(532,211)
-
-
-
532,211
-
211,010
211,010
10,543,694
15,256,556
30,617
42,664
79,929
(5,966,238)
19,987,222
Share
capital
Share
premium
€
€
Capital
conversion
reserve fund
€
Share-based
payment
reserve
€
10,528,124
12,727,194
30,617
751,293
2,521
357,453
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Other
reserve
Retained
deficit
Total
equity
€
-
-
-
-
€
€
(6,163,902)
17,873,326
-
(16,420)
359,974
(16,420)
-
-
97,482
8,333
-
-
97,482
-
8,333
(273,900)
-
-
-
273,900
-
(677,380)
(677,380)
10,530,645
13,084,647
30,617
574,875
8,333
(6,583,802)
17,645,315
28
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
31
Conroy Gold and Natural Resources P.L.C.
Consolidated statement of cash flows
for the financial year ended 31 May 2021
Cash flows from operating activities
Profit/(loss) for the financial year
Adjustments for:
Depreciation
Share-based payment
Movement in fair value of warrants
Interest expense
(Decrease)/increase in payables
(Increase)/decrease in receivables
(Payments to)/advances from Karelian Diamond Resources P.L.C.
Net cash used in operating activities
Cash flows from investing activities
Expenditure on intangible assets
Purchase of property, plant and equipment
Cash used in investing activities
Cash flows from financing activities
Issue of share capital
Share issue costs
(Payments to)/advances from related parties
Proceeds from convertible loans issue
Net cash provided by financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of financial year
Cash and cash equivalents at end of financial year
2021
€
211,010
1,885
71,596
(1,055,490)
20,278
(750,721)
(32,105)
(368,821)
(228,402)
(1,380,049)
(658,230)
(667)
(658,897)
3,643,044
(125,657)
(82,425)
-
3,434,962
1,396,016
117,270
1,513,286
2020
€
(677,380)
1,884
97,482
-
16,135
(561,879)
339,762
16,233
4,228
(201,656)
(558,698)
(1,229)
(559,927)
359,974
(16,420)
108,000
350,000
801,554
39,971
77,299
117,270
29
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
32
Conroy Gold and Natural Resources P.L.C.
Company statement of cash flows
for the financial year ended 31 May 2021
Cash flows from operating activities
Profit/(loss) for the financial year
Adjustments for:
Depreciation
Share-based payment
Movement in fair value of warrants
Interest expense
(Decrease)/increase in payables
(Increase)/decrease in receivables
(Payments to)/advances from Karelian Diamond Resources P.L.C.
Net cash used in operating activities
Cash flows from investing activities
Expenditure on intangible assets
Payments to acquire property, plant and equipment
Cash used in investing activities
Cash flows from financing activities
Issue of share capital
Share issue costs
(Payments to)/advances from related parties
Proceeds from convertible loans issue
Net cash provided by financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of financial year
Cash and cash equivalents at end of financial year
2021
€
211,010
1,885
71,596
(1,055,490)
20,278
(750,721)
(32,105)
(531,306)
(228,402)
(1,542,534)
(495,745)
(667)
(496,412)
3,643,044
(125,657)
(82,425)
-
3,434,962
1,396,016
117,270
1,513,286
2020
€
(677,380)
1,884
97,482
-
16,135
(561,879)
339,762
8,703
4,228
(209,186)
(551,168)
(1,229)
(552,397)
359,974
(16,420)
108,000
350,000
801,554
39,971
77,299
117,270
30
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
33
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021
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 2021 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 2021.
Going Concern
The Group and the Company recorded a profit of €211,010 (2020: a loss of €677,380) for the financial year ended
31 May 2021. The Group and the Company had net assets of €19,987,222 (2020: €17,645,315) at that date. The
Group had net current liabilities of €1,790,142 (2020: €4,338,318) and the Company had net current liabilities of
€1,271,009 (2020: €3,981,673) at that date. The Group and the Company had cash and cash equivalents of
€1,513,286 at 31 May 2021 (2020: €117,270). The Directors, namely Professor Richard Conroy, Maureen T.A. Jones,
Professor Garth Earls, Brendan McMorrow, Howard Bird and former Directors, namely, James P. Jones, Séamus P.
Fitzpatrick, C. David Wathen, Louis J. Maguire, Dr. Sorċa 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 €3,119,148 (2020: €3,210,452)
which are included in net current liabilities, within 12 months of the date of approval of the financial statements,
unless the Group has sufficient funds to repay.
On 1 September 2021, the Company announced that the definitive agreements for the proposed joint venture with
Demir Export A.S., on an earn-in basis, over the licences held by Conroy Gold along its 65km district scale gold trend
in the Longford-Down Massif in Ireland had reached an advanced stage. The primary focus of the joint venture
project is the development of the gold deposit within the Clontibret licence to construction ready status and bringing
it into operation as a gold mine.
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 30 November 2022. The Directors
have fully considered both current and future capital expenditure commitments and the options to fund
such commitments in the twelve month period to November 2022.
31
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc 34
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
1 Accounting policies (continued)
Going concern (continued)
The Directors recognise that the Group’s net current liabilities of €1,790,142 is a material uncertainty that may cast
significant doubt on the Group and 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, the results obtained from the exploration programme,
the prospects for raising additional funds as required and the planned entering into a joint venture with Demir
Export, 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”) and the requirements of the Companies Act 2014. The
Company’s financial statements have been prepared in accordance with Financial Reporting Standard 101: Reduced
Disclosure Framework (“FRS101”) and the requirements of the Companies Act 2014.
Recent accounting pronouncements
(a) New and amended standards adopted by the Group and the Company
The Group and the Company have adopted the following amendments to standards for the first time for its annual
reporting year commencing 1 June 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; and
• Amendments to IAS 1 and IAS 8 regarding definition of material used in the Conceptual Framework – Effective
date 1 January 2020.
The adoption of the above amendments to standards had no significant impact on the financial statements of the
Group and the Company either due to being not applicable or immaterial.
(b) New standards and interpretations not yet adopted by the Group and the Company
Certain new accounting standards and interpretations have been published that are not mandatory for 31 May 2021
reporting periods and have not been early adopted by the Group and the Company.
The following amendments to standards adopted and endorsed by the EU have been issued by the International
Accounting Standards Board to date and are not yet effective for the financial year from 1 June 2020. The Board of
Directors is currently assessing whether these standards once adopted by the Group and the Company will have any
impact on the financial statements of the Group and the Company.
• Amendments to IFRS 4, IFRS 7, IFRS 9, IFRS 16, and IAS 39 regarding replacement issues in the context of the
IBOR reform – Phase 2 - Effective date 1 January 2021; and
IFRS 4 amendments regarding the expiry date of the deferral approach – Effective date 1 January 2023.
•
32
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
35
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
1 Accounting policies (continued)
Recent accounting pronouncements (continued)
(b) New standards and interpretations not yet adopted by the Group and the Company (continued)
The following new standards and amendments to standards have been issued by the International Accounting
Standards Board but have not yet been endorsed by the EU, accordingly, none of these standards have been applied
in the current year. The Board of Directors is currently assessing whether these standards once endorsed by the EU
will have any impact on the financial statements of the Group and the Company.
• Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between an investor and its associate or joint
•
•
•
venture – Postponed indefinitely;
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 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;
• 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 17 Insurance contracts – Effective date deferred to 1 January 2023;
IAS 1 amendments regarding the classification of liabilities - Effective date 1 January 2023;
IAS 1 amendments regarding the disclosure of accounting policies - Effective date 1 January 2023;
IAS 8 amendments regarding the definition of accounting estimates – Effective date 1 January 2023;
•
•
•
•
• Amendments to IAS 12 Income taxes: Deferred tax related to assets and liabilities arising from a single
•
•
transaction – 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; and
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.
(a) Intangible assets
The Company accounts for mineral expenditure in accordance with IFRS 6: Exploration for and Evaluation of Mineral
Resources.
(i) Capitalisation
Certain costs (other than payments to acquire the legal rights to explore) incurred prior to acquiring the rights to
explore are charged directly to the consolidated income statement. Exploration, appraisal and development
expenditure incurred on exploring, and testing exploration prospects are accumulated and capitalised as intangible
exploration and evaluation (“E&E”) assets.
33
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
36
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
1 Accounting policies (continued)
(a) Intangible assets (continued)
(i) Capitalisation (continued)
E&E capitalised costs include geological and geophysical costs, and other direct costs of exploration (drilling,
trenching, sampling and technical feasibility and commercial viability activities). In addition, E&E capitalised costs
include an allocation from operating expenses.
All such costs are necessary for exploration and evaluation activities. E&E capitalised costs are not amortised prior
to the conclusion of appraisal activities.
At completion of appraisal activities if technical feasibility is demonstrated and commercial resources are discovered,
then the carrying amount of the relevant E&E asset will be reclassified as a development and production asset, once
the carrying value of the asset has been assessed for impairment. If following completion of appraisal activities in an
area, it is not possible to determine technical feasibility and commercial viability, or if the right to explore expires,
then the costs of such unsuccessful exploration and evaluation is written off to the consolidated income statement
in the period in which the event occurred.
(ii) Impairment
If facts and circumstances indicate that the carrying value of an E&E asset may exceed its recoverable amount, an
impairment review is performed. The following are considered to be key indicators of impairment in relation to E&E
assets:
• The period for which the entity has the right to explore in the specific area has expired or will expire in the near
future and is not expected to be renewed.
• Substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is
neither budgeted nor planned.
• Exploration for and evaluation of mineral resources in the specific area has not led to the discovery of
commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in
the specific area.
• Sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying
amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development
or by sale.
For E&E assets, where the above indicators exist on an annual basis, an impairment test is carried out. The E&E
assets are categorised into Cash Generating Units (‘’CGU’’) on a country-by-country basis for the years ended 31
May 2021 and 31 May 2020. The carrying value of the CGU is compared to its recoverable amount and any resulting
impairment loss is written off to the consolidated income statement. The recoverable amount of the CGU is assessed
as the higher of its fair value, less costs to sell, and its value in use.
(b) Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses.
Depreciation is provided on a straight-line basis to write off the cost less estimated residual value of the assets over
their estimated useful lives as follows:
Motor vehicles
Plant and office equipment
5 years
10 years
34
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
37
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
1 Accounting policies (continued)
(c) Income taxation expense
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the consolidated
income statement except to the extent that it relates to items recognised directly in other comprehensive income,
in which case it is recognised in the consolidated statement of comprehensive income. Current tax is the expected
tax payable on the taxable income for the financial year, using tax rates enacted or substantively enacted at the
reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the liability method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they
reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax
assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and
they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities,
but they intend to settle current tax liabilities on a net basis or their tax assets and liabilities will be settled
simultaneously. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be
available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
(d) Share-based payments
The Group classifies instruments issued as financial liabilities or equity instruments in accordance with the substance
of the contractual terms of the instruments. When the warrants issued (see note 17 for details) have an exercise
price in sterling, they are derivative in nature and are liability classified. They do not qualify for equity classification
as any cash settlement on exercise of these warrants will be received in a foreign currency. Where warrants are
issued in the functional currency of the Group they are recognised as equity instruments. The warrant liabilities are
recognised at their fair value on initial recognition and subsequently are measured at fair value through profit or
loss. Any change in direct costs associated with the issuance of warrants are taken as an immediate charge or credit
through the income statement.
For equity-settled share-based payment transactions (i.e. the granting of share options and share warrants), the
Group measures the services and the corresponding increase in equity at fair value at the measurement date (which
is the grant date). In both instances a recognised valuation methodology for the pricing of financial instruments is
used (Binomial Lattice Model or Black Scholes Model).
(e) Earnings per share
The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated
by dividing the profit or loss attributable to ordinary shareholders by the weighted average number of ordinary
shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to
ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all
potentially dilutive ordinary shares.
(f) Cash and cash equivalents
Cash and cash equivalents consist of cash at bank held by the Group and short-term bank deposits with a maturity
of three months or less. Cash and cash equivalents are held for the purpose of meeting short-term cash
commitments.
(g) Trade and other receivables and payables
Trade and other receivables are measured at their transaction price and subsequently measured at amortised cost.
Trade and other payables are measured at initial recognition at fair value, and subsequently measured at amortised
cost.
35
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
38
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
1 Accounting policies (continued)
(h) Pension costs
The Group provides for pensions for certain employees through a defined contribution pension scheme. The
amounts are charged to the consolidated income statement. Any difference between amounts charged and
contributions paid to the pension scheme is included in receivables or payables in the consolidated statement of
financial position.
(i) Foreign currencies
Transactions denominated in foreign currencies relating to costs and non-monetary assets are translated into € at
the rates of exchange ruling on the dates on which the transactions occurred. Monetary assets and liabilities
denominated in foreign currencies are translated into € at the rate of exchange ruling at the consolidated statement
of financial position date. The resulting profits or losses are dealt with in the consolidated income statement.
(j) Loans
The Directors’ loans are initially measured at fair value, net of transaction costs and subsequently measured at
amortised cost using the effective interest method, with interest expense recognised on the effective interest rate
method. The effective interest method is a method of calculating the amortised cost of a financial liability and of
allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts
estimated future cash payments through the expected life of the financial liability.
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. When the initial carrying amount is allocated, the equity component is assigned
the residual amount after deducting from the fair value of the instrument as a whole the amount separately
determined for the liability component. 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 on the liability component 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.
(k) Ordinary shares
Ordinary shares are classified as equity. Costs directly attributable to the issue of ordinary shares and share options
are recognised as a deduction from retained earnings, net of any tax effects.
(l) Impairment – financial assets measured at amortised cost
Financial assets measured at amortised cost are reviewed for impairment loss at each reporting date. The Company
applies the simplified approach in accordance with IFRS 9.
The Company measures the loss allowance at an amount equal to the lifetime expected credit losses (“ECL”) as
required under a simplified approach for trade receivables that do not contain a financing component. The
Company’s approach to ECL reflects a probability-weighted outcome, the time value of money and reasonable and
supportable information that is available without undue cost or effort at the reporting date about past events,
current conditions and forecasts of future economic conditions. Significant financial difficulties of the counterparty,
probability that the counterparty will enter bankruptcy or financial re-organisation and default in payments are all
considered indicators for increases in credit risks. If the credit risk increases to the point that it is considered to be
credit impaired, interest income will be calculated based on the gross carrying amount adjusted for the loss
allowance. Any contractual payment which is more than 90 days past due is considered credit impaired.
36
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
39
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
1 Accounting policies (continued)
(m) Significant accounting judgements and key sources of estimation uncertainty
The preparation of the consolidated financial statements requires the Board of Directors to make judgements and
estimates and form assumptions that affect the amounts of assets, liabilities, contingent liabilities, revenues and
expenses reported in the consolidated financial statements. On an ongoing basis, the Board of Directors evaluates
its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. The Board
of Directors bases its judgements and estimates on historical experience and on other factors it believes to be
reasonable under the circumstances, the results of which form the basis of the reported amounts that are not readily
apparent from other sources.
Actual results may differ from these estimates under different assumptions and conditions. In the process of
applying the Group’s accounting policies above, the Board of Directors have identified the judgemental areas that
have the most significant impact on the amounts recognised in the consolidated financial statements (apart from
those involving estimations), which are dealt with as follows:
Exploration and evaluation assets
The assessment of whether general administration costs and salary costs are capitalised exploration and evaluation
costs or expensed involves judgement. The Board of Directors consider the nature of each cost incurred and whether
it is deemed appropriate to capitalise it within exploration and evaluation assets. Given that the activity of
management and the resultant administration and salary costs are primarily focused on the Group’s gold prospects,
the Board of Directors consider it appropriate to capitalise a portion of such costs. These costs are reviewed on a
line by line basis with the resultant calculation of the amount to be capitalised being specific to the activities of the
Company in any given year.
The carrying value of exploration and evaluation assets in the consolidated statement of financial position was
€22,988,973 (2020: €22,330,743) at 31 May 2021 (Note 8). The Board of Directors carried out an assessment, in
accordance with IFRS 6: Exploration for and Evaluation of Mineral Resources relating to the 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. Based on this assessment the Board of Directors is satisfied as to the carrying
value of these assets and is satisfied that these are recoverable, acknowledging however that their recoverability is
dependent on future successful exploration efforts.
Going concern
The preparation of consolidated financial statements requires an assessment on the validity of the going concern
assumption. The validity of the going concern assumption is dependent on the successful further development and
ultimate production of the mineral resources and the availability of sufficient finance to bring the resources to
economic maturity and profitability. The Directors recognise that described above are material uncertainties 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. However, the Board of
Directors, having reviewed the proposed programme for exploration and evaluation assets, the results from the
exploration programme and the prospects for raising additional funds as required, are satisfied that it is appropriate
to prepare the financial statements on the going concern basis.
Refer to pages 33 and 34 for further details.
Deferred tax
No deferred tax asset has been recognised in respect of tax losses as it is not considered probable that future taxable
profit will be available against which the related temporary differences can be utilised.
37
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
40
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
1 Accounting policies (continued)
(m) Significant accounting judgements and key sources of estimation uncertainty (continued)
Cash Generating Units (‘’CGUs’’)
As outlined in the Intangible assets accounting policy, the exploration and evaluation assets should be allocated to
CGU. The determination of what constitutes a CGU requires judgement.
The carrying value of each CGU is compared to its recoverable amount. The recoverable amount of the CGU is
assessed as the higher of its fair value less costs to sell and its value in use. The determination of value in use requires
the following judgements:
•
•
•
Estimation of future cash flows expected to be derived from the asset;
Expectation about possible variations in the amount or timing of the future cash flows; and
The determination of an appropriate discount rate.
Key sources of estimation uncertainty
The preparation of the consolidated financial statements requires the Board of Directors to make estimates and
assumptions that affect the amounts reported for assets and liabilities as at the consolidated statement of financial
position date and the amounts reported for revenues and expenses during the financial year. The key sources of
estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets
and liabilities within the next financial year are discussed below.
Employee benefits - Share-based payment transactions
The Company had equity-settled share-based payment arrangements with non-market performance conditions
which fall within the scope of and are accounted for under the provisions of IFRS 2: Share-based Payment.
Accordingly, the grant date fair value of the options under these schemes is recognised as an operating expense with
a corresponding increase in the “Share-based payment reserve”, within equity, where the exercise price is granted
in EUR or recognised as a liability where a different currency is quoted as the exercise price over the vesting period.
The estimation of share-based payment costs requires the selection of an appropriate valuation model and
consideration as to the inputs necessary for the valuation model chosen.
The Company has made estimates as to the volatility of its own shares, the probable life of options granted and the
time of exercise of those options. The model used by the Company is the Binomial Lattice Model. The fair value of
these options is measured using an appropriate option pricing model, taking into account the terms and conditions
upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number
of share options that vest, except where forfeiture is only due to share prices not achieving the threshold for vesting.
(n) Segmental reporting
Operating segment information is presented in the consolidated financial statements in respect of the Group’s
geographical segments which represent the financial basis by which the Group manages its business. The Group has
one class of business, Gold Exploration. The Group has two principal reportable segments as follows:
•
•
Irish exploration assets: gold exploration assets in Ireland; and
Finnish exploration assets: gold exploration assets in Finland.
Group assets and liabilities include cash resources held by the Group. Corporate expenses include other operational
expenditure incurred by the Group. These are not within the definition of an operating segment. Performance is
measured based on segment result and total asset value as included in the internal management reports that are
reviewed by the Group’s Board of Directors. There are no significant inter segment transactions. Costs that are
directly attributable to Ireland and Finland have been capitalised to exploration and evaluation assets as appropriate
(Note 8). The Group did not earn any revenue in the current or comparative financial year.
38
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
41
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
2 Operating expenses
(a) Analysis of operating expenses
Operating expenses
Transfer to intangible assets
Operating expenses are analysed as follows:
Wages, salaries and related costs
Professional fees
Other operating expenses
Auditor’s remuneration
Depreciation
2021
€
1,111,737
(359,118)
752,619
453,345
317,698
309,309
29,500
1,885
1,111,737
2020
€
932,870
(369,107)
563,763
479,953
110,796
311,872
28,365
1,884
932,870
Of the above costs, a total of €359,118 (2020: €369,107) is capitalised to intangible assets based on a review of the
nature and quantum of the underlying costs. The costs capitalised to intangible assets mainly relate to salaries of
geological and on-site staff together with an appropriate portion of executive management salaries. €97,022 is
charged to the Statement of Comprehensive Income in relation to Directors’ salaries.
(b) Wages, salaries and related costs as disclosed above is analysed as follows:
The following amounts has been charged to Profit and Loss account:
2021
€
Wages and salaries
Social insurance costs
Retirement benefit costs
432,059
21,286
-
453,345
2020
€
463,603
16,350
-
479,953
The amount of wages, salaries and related costs capitalised as intangible assets during the financial year was
€307,275 (2020: €319,804).
The average number of persons employed during the financial year (including executive Directors) by activity was as
follows:
Exploration and evaluation
Corporate management and administration
2021
6
2
8
2020
6
2
8
The Group has an externally funded defined contribution scheme in order to satisfy the pension arrangements in
respect of certain management personnel.
No contributions were made during the year ended 31 May 2021 and 31 May 2020.
39
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
42
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
2 Operating expenses (continued)
An analysis of remuneration for each Director of the Company in the current financial year (prior to amounts
transferred to intangible assets) is as follows:
Professor Richard Conroy
Maureen T.A. Jones
Professor Garth Earls
Brendan McMorrow
Howard Bird
Fees
€
15,211
7,142
7,142
7,142
7,142
43,779
Salary
€
136,784
86,264
-
-
-
223,048
Share-based
payment charge
€
-
-
-
-
-
-
Pension
contributions
€
-
-
-
-
-
-
Total
€
151,995
93,406
7,142
7,142
7,142
266,827
An analysis of remuneration for each Director of the Company in the prior financial year (prior to amounts
transferred to intangible assets) is as follows:
Professor Richard Conroy
Maureen T.A. Jones
Professor Garth Earls
Brendan McMorrow
Fees
€
19,443
8,333
8,332
8,333
44,441
Salary
€
153,125
96,250
-
-
249,375
Share-based
payment charge
€
-
-
-
-
-
Pension
contributions
€
-
-
-
-
-
Total
€
172,568
104,583
8,332
8,333
293,816
3 Profit/(loss) before taxation
The profit/(loss) before taxation is arrived at after charging the following items, those items are stated at amounts
prior to the transfer to intangible assets:
Depreciation
Auditor’s remuneration - Group
The analysis of the auditor’s remuneration is as follows:
•
Audit of financial statements
Auditor’s remuneration - Company
The analysis of the auditor’s remuneration is as follows:
•
Audit of financial statements
2021
€
1,885
2020
€
1,884
29,500
28,365
28,500
27,365
Fees of €5,500 (2020: €Nil) were incurred for tax advisory services in respect of the current or prior financial years.
Included within the Group audit fee (above) is the amount incurred by the Company.
40
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
43
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
4
Directors’ remuneration
Aggregate emoluments paid to or receivable by Directors in respect of qualifying
services
Aggregate amount of gains by Directors on exercise of share options during the
financial year
Aggregate amount of money or value of other assets including shares, but excluding
share options, paid to or receivable by the Directors under long term incentive
schemes in respect of qualifying services
Aggregate contributions paid, treated as paid, or payable during the financial year
to a retirement benefit scheme in respect of qualifying services of Directors:
•
•
Defined contribution scheme – for 1 Director (2020: 1)
Defined benefit scheme
Compensation paid, or payable, or other termination payments in respect of loss of
office to Directors of the Company in the financial year:
•
•
Officer or Director of the Company
Other offices
2021
€
2020
€
266,827
293,816
-
-
-
-
-
-
-
-
-
-
-
-
No compensation has been paid for the loss of office or other termination benefit in respect of the loss of office of
Director or other offices (2020: €Nil).
5
Income tax expense
No taxation charge arose in the current or prior financial year due to losses being carried forward in the current
financial year and losses incurred in the prior financial year.
Factors affecting the tax charge for the financial year:
The total tax charge for the financial year is different to the standard rate of Irish corporation tax. This is due to the
following:
Profit/(loss) on ordinary activities before tax
Irish standard tax rate
Tax credit at the Irish standard rate
Effects of:
Expenses not deductible for tax purposes
Losses carried forward for future utilisation
Losses utilised
Tax charge for the financial year
2021
€
211,010
12.5%
26,376
-
-
(26,376)
-
2020
€
(677,380)
12.5%
(84,673)
-
84,673
-
-
No deferred tax asset has been recognised on accumulated tax losses as it cannot be considered probable that future
taxable profit will be available against which the deferred tax asset can be utilised.
Unutilised losses may be carried forward from the date of the origination of the losses but may only be offset against
taxable profits earned from the same trade. Unutilised losses carried forward amounted to €22,704,483 at 31 May
2020 and €22,027,103 at 31 May 2019.
41
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
44
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
6 Earnings/(loss) per share
Earnings/(loss) for the financial year attributable to equity holders of
the Company
Basic earnings per share
Number of ordinary shares at start of financial year
Number of ordinary shares issued during the financial year
Number of ordinary shares at end of financial year
Weighted average number of ordinary shares for the purposes of basic
earnings per share
Basic earnings/(loss) per ordinary share
Diluted earnings/(loss) per share
2021
€
2020
€
211,010
(677,380)
No. of shares
No. of shares
26,213,872
13,049,008
39,262,880
23,693,039
2,520,833
26,213,872
32,257,188
24,404,398
0.0065
(0.0278)
Weighted average number of diluted ordinary shares for the
purposes of diluted loss per share
32,257,188
24,404,398
Diluted profit/(loss) per ordinary share
0.0065
(0.0278)
As at 31 May 2021, Nil options and 10,793,116 warrants (2020: Nil options and 3,424,109 warrants), were excluded
from the computation of the diluted earnings/(loss) per share as their strike price was greater than the average share
price in the respective years.
7 Subsidiaries
% Owned
Shares in subsidiary companies (Unlisted shares) at
cost:
Armagh Gold Limited
Conroy Gold Limited
Trans International Mineral Exploration Limited
100%
100%
100%
31 May
2021
€
3
-
-
31 May
2020
€
3
-
2
Trans International Mineral Exploration Limited was dissolved during the year ended 31 May 2021.
The registered office of the above subsidiaries is 3300 Lake Drive, Citywest Business Campus, Dublin 24, D24 TD21,
Ireland.
42
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
45
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
8
Intangible assets
Exploration and evaluation assets
Group: Cost
At 1 June
Expenditure during the financial year
License and appraisal costs
•
• Other operating expenses (Note 2)
At 31 May
Company: Cost
At 1 June
Expenditure during the financial year
License and appraisal costs
•
• Other operating expenses (Note 2)
At 31 May
31 May 2021
€
22,330,743
299,113
359,118
22,988,974
31 May 2021
€
21,974,093
136,627
359,118
22,469,838
31 May 2020
€
21,772,045
189,591
369,107
22,330,743
31 May 2020
€
21,422,925
182,061
369,107
21,974,093
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. Please refer to Note 15 for details of further work commitments.
43
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
46
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
31 May
2021
€
19,920,213
281,261
305,251
20,506,725
31 May
2021
€
2,410,530
17,851
53,868
2,482,249
31 May
2021
€
19,563,563
118,776
305,250
19,987,589
31 May
2021
€
2,410,530
17,851
53,868
2,482,249
31 May
2020
€
19,426,207
180,265
313,741
19,920,213
31 May
2020
€
2,345,838
9,326
55,366
2,410,530
31 May
2020
€
19,077,087
172,735
313,741
19,563,563
31 May
2020
€
2,345,838
9,326
55,366
2,410,530
8
Intangible assets (continued)
Mineral interests are categorised as follows:
Group: Ireland
Cost
At 1 June
Expenditure during the financial year
•
License and appraisal costs
• Other operating expenses
At 31 May
Group: Finland
Cost
At 1 June
Expenditure during the financial year
•
License and appraisal costs
• Other operating expenses
At 31 May
Company: Ireland
Cost
At 1 June
Expenditure during the financial year
•
License and appraisal costs
• Other operating expenses
At 31 May
Company: Finland
Cost
At 1 June
Expenditure during the financial year
•
License and appraisal costs
• Other operating expenses
At 31 May
44
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
47
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
9 Property, plant and equipment
In respect of the current financial year:
Group and Company
Cost
At 1 June 2020
Additions
At 31 May 2021
Accumulated depreciation
At 1 June 2020
Charge for the financial year
At 31 May 2021
Motor Vehicles
€
Plant & Office
Equipment
€
17,754
-
17,754
17,754
-
17,754
137,454
667
138,121
126,762
1,885
128,647
Total
€
155,208
667
155,875
144,516
1,885
146,401
Carrying amount at 31 May 2021
-
9,474
9,474
In respect of the previous financial year:
Group and Company
Cost
At 1 June 2019
Additions
At 31 May 2020
Accumulated depreciation
At 1 June 2019
Charge for the financial year
At 31 May 2020
Motor Vehicles
€
Plant & Office
Equipment
€
17,754
-
17,754
17,754
-
17,754
136,225
1,229
137,454
124,878
1,884
126,762
Total
€
153,979
1,229
155,208
142,632
1,884
144,516
Carrying amount at 31 May 2020
-
10,692
10,692
45
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
48
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
10 Other receivables
Group
Other receivables
Amount owed by Karelian Diamond Resources P.L.C.
Vat receivable
Warrants exercised receivable
Company
Amounts owed from Conroy Gold Limited
Other receivables
Amount due from Karelian Diamond Resources P.L.C.
Vat receivable
Warrants exercised receivable
31 May
2021
€
249,764
169,933
37,299
1,773
458,769
31 May
2021
€
519,133
249,764
169,933
37,299
1,773
977,902
31 May
2020
€
71,222
-
18,729
-
89,951
31 May
2020
€
356,648
71,219
-
18,729
-
446,596
The increase in receivables is primarily due to an increase in prepayments in the current year.
The realisation of amounts owed by Group companies to the Company is dependent on the 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. The Company has confirmed that it will not call on these balances
within twelve months from the date of signing of these financial statements. However, as these amounts are
receivable from the Group companies, the Directors are confident that the probability of default is negligible.
Karelian Diamond Resources P.L.C. is not a group company but considered related due to common directors,
registered office, the sharing of personnel and office facilities. Due to this relationship, expenses are shared and
allocated to one another and payment of these is through an intercompany account.
11 Cash and cash equivalents
Group and Company
Cash held in bank accounts
31 May
2021
€
1,513,286
1,513,286
31 May
2020
€
117,270
117,270
46
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
49
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
12
Current liabilities
Trade and other payables
Group and Company
Amounts falling due within one year
Accrued Directors’ remuneration
Fees and other emoluments
Pension contributions
Accrued former Directors’ remuneration
Fees and other emoluments
Pension contributions
Other creditors and accruals
Amounts owed to Karelian Diamond Resources P.L.C.
31 May
2021
€
2,368,045
164,675
507,345
79,083
506,050
-
3,625,198
31 May
2020
€
2,324,218
164,675
642,476
79,083
616,786
58,469
3,885,707
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, Brendan McMorrow,
Howard Bird and former Directors, namely James P. Jones, Séamus P. Fitzpatrick, C. David Wathen, Louis J. Maguire,
Dr. Sorċa 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 €3,119,148 (2020: €3,210,452) 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.
Related party loans – Group and Company
Related party loans
Opening balance 1 June
Loan advance
Loan conversion to equity
Loan repayments
Closing balance 31 May
31 May
2021
€
659,832
-
(440,408)
(82,425)
136,999
31 May
2020
€
551,832
108,000
-
-
659,832
The related party loans amounts relate to monies owed to Professor Richard Conroy amounting to €101,999 (2020:
€315,918), Maureen T.A. Jones amounting to €Nil (2020: €49,425), Séamus P. Fitzpatrick (former Director)
amounting to €35,000 (2020: €69,489) and Dr. Sorċa Conroy (former Director) amounting to €Nil (2020: €225,000).
A repayment was made to Maureen T.A. Jones and Professor Richard Conroy during the year of €49,425 and €33,000
respectively. As part of the share issuance on 16 March 2021, the following amounts were converted to equity from
the respective Directors’ loans in exchange for a total of 1,147,726 shares in the Company; €225,000 was converted
on the loan of Dr. Sorċa Conroy, €180,919 was converted on the loan of Professor Richard Conroy and €34,489 was
converted on the loan of Séamus P. Fitzpatrick. The Directors and former Directors have confirmed that they will not
seek repayment of the remaining loan balances owed to them by the Group and Company at 31 May 2021 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. Séamus P. Fitzpatrick is a former director in the Company having left the board
in August 2017 (and is a shareholder of the Company owning less than 3% of the issued share capital of the
Company).
47
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
50
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
13 Non-current liabilities
Warrant liabilities
During the year ended 31 May 2021, 11,005,065 warrants were issued with a sterling exercise price and a range of
expiry times from six to twenty-four months. The fair value at grant date was recorded as warrant liabilities with a
corresponding charge to share premium for those warrants issued as part of the share issuance. At 31 May 2021,
the warrants in issue were again fair valued resulting in a movement in fair value of €1,055,490 being recorded in
the income statement and as a reduction in warrant liabilities.
Convertible loan notes
During the year ended 31 May 2020, 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. 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. The convertible loans amount to €378,080 (2020: €357,802) at 31 May 2021.
Opening Balance
Loan issued on 15 July 2019
Loan issued on 30 October 2019
Equity conversion element
Interest payable
14
Called up share capital and share premium – Group and Company
Authorised:
11,995,569,057 ordinary shares of €0.001 each
306,779,844 deferred shares of €0.02 each
437,320,727 deferred shares of €0.00999 each
31 May
2021
€
357,802
-
-
-
20,278
378,080
31 May
2021
€
11,995,569
6,135,597
4,368,834
22,500,000
31 May
2020
€
-
250,000
100,000
(8,333)
16,135
357,802
31 May
2020
€
11,995,569
6,135,597
4,368,834
22,500,000
The deferred shares do not entitle the holder to receive a dividend or other distribution. Furthermore, the deferred
shares do not entitle the shareholder to receive notice of or vote at any general meeting of the Company, and do
not entitle the shareholder to any proceeds on a return of capital or winding up of the Company.
48
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
51
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
14 Called up share capital and share premium – Group and Company (continued)
Issued and fully paid – Current financial year
Number of
ordinary
shares
Called up
share capital
€
Capital
conversion
reserve fund
€
Called up
deferred share
capital
€
Share premium
€
Start of financial year
Share issue (a)
Share issue (b)
Share issue (c)
Share issue (d)
Share issue (e)
Share issue (f)
Share issue (g)
26,213,872
1,358,333
3,200,000
100,000
1,387,500
60,000
125,000
6,818,175
26,214
1,358
3,200
100
1,388
60
125
6,818
30,617
-
-
-
-
-
-
-
10,504,431
-
-
-
-
-
-
-
13,084,647
239,654
883,964
17,644
246,413
23,240
50,030
2,609,458
End of financial year
39,262,880
39,263
30,617
10,504,431
17,155,050
Issued and fully paid – Prior financial year
Number of
ordinary
shares
Called up
share capital
€
Capital
conversion
reserve fund
€
Called up
deferred share
capital
€
Share premium
€
Start of financial year
Share issue (h)
23,693,039
2,520,833
End of financial year
26,213,872
23,693
2,521
26,214
30,617
-
10,504,431
-
12,727,194
357,453
30,617
10,504,431
13,084,647
(a) On 31 July 2020, the Company raised €241,012 (£217,333), through a placing of 1,358,333 ordinary shares €0.001
in the capital of the Company at a price of £0.1600 per share following the exercise of warrants.
(b) On 11 August 2020, the Company raised €887,164 (£800,000), through a placing of 3,200,000 ordinary shares
€0.001 in the capital of the Company at a price of £0.2500 per share.
(c) On 17 August 2020, the Company raised €17,744 (£16,000), through a placing of 100,000 ordinary shares €0.001
in the capital of the Company at a price of £0.1600 per share following the exercise of warrants.
(d) In November 2020, the Company raised €247,801 (£222,000), through a four separate warrant exercises over
1,387,500 ordinary shares €0.001 in the capital of the Company at an exercise price of £0.1600 per share.
(e) On 8 January 2021, the Company raised €23,300 (£21,000), through a warrant exercise over 60,000 ordinary
shares €0.001 in the capital of the Company at a price of £0.3500 per share.
(f) On 15 February 2021, the Company raised €50,155 (£43,750), through a warrant exercise over 125,000 ordinary
shares €0.001 in the capital of the Company at a price of £0.3500 per share.
(g) On 16 March 2021, the Company raised €2,616,276 (£2,250,000), through a placing and subscription of
5,670,449 ordinary shares €0.001 in the capital of the Company at a price of £0.3300 per share and the issue of
1,147,726 ordinary shares €0.0001 in the capital of the Company as part of a capitalisation of debt owed to certain
parties. As part of this share issuance, shares were issued to Directors and former Directors in exchange for
repayment of their loans. This amounted to €440,408. See note 12 for further details.
49
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
52
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
14 Called up share capital and share premium – Group and Company (continued)
(h) On 22 May 2020, the Company raised €359,974 (£302,500), through a placing of 2,520,833 ordinary shares
€0.001 in the capital of the Company at a price of £0.1200 per share.
Warrants: At 31 May 2021, warrants over 10,793,116 (2020: 3,424,109) shares exercisable at prices from £0.35
(2020: £0.16) to €4.33 (2020: €4.33) per share, with various exercisable dates up to 15 February 2023 (2020: 16
November 2022) were outstanding. Refer to Note 17 for further details.
Share Price: The share price at 31 May 2021 was £0.2260 (2020: £0.1100). During the financial year, the price ranged
from £0.0975 to £0.4560 (2020: from £0.0410 to £0.1775).
15 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 2021, the Group had work commitments of €520,000 (2020: €388,000) for period to December 2022, in
respect of these prospecting licences held.
The Group also hold prospecting license in Finland which are currently under application for extending, however
there are no work or financial commitments in respect of these licenses as at 31 May 2021.
16 Related party transactions
(a) Details as to shareholders and Directors’ loans and share capital transactions with Professor Richard Conroy,
Maureen T.A. Jones, Séamus P. Fitzpatrick (former Director) and Dr. Sorċa Conroy (former Director) are outlined in
in Note 12 of the consolidated financial statements. The loans do not incur interest, are not secured and will not be
called upon within twelve months from the date of signing of these consolidated financial statements.
(b) For the financial year ended 31 May 2021, the Company incurred costs totalling €54,872 (2020: €40,818) on
behalf of Karelian Diamond Resources P.L.C., which has certain common shareholders and Directors. These costs
were recharged to Karelian Diamond Resources P.L.C. This intercompany account does not incur interest and no
final settlement of the balance has been agreed. Both entities will continue to incur and share costs as with prior
years.
These costs are analysed as follows:
Office salaries
Other operating expenses
Rent and rates
2021
€
49,048
5,824
-
54,872
2020
€
80,144
9,851
(49,177)*
40,818
*This amount is rechargeable from Karelian Diamond Resources P.L.C.
(c) At 31 May 2021, the Company recorded a receivable of €169,933 from Karelian Diamond Resources P.L.C. (2020:
a payable of €58,469). Amounts from Karelian Diamond Resources P.L.C. are included within “Trade and other
receivables” in the current financial year statements and were included within “Trade and other payables in the
prior financial year”. During the financial year ended 31 May 2021, €173,530 was paid to (2020: €45,046 was
received from) Karelian Diamond Resources P.L.C. by the Company. During the financial year ended the Company
charged Karelian Diamond Resources P.L.C. €54,872 (2020: €40,818) in respect of the allocation of certain costs as
detailed in (b) above. The Group and the Company will not seek repayment of amounts owed to it by Karelian
Diamond Resources P.L.C. within 12 months of the date of approval of the consolidated financial statements. No
interest is incurred on this intercompany account and there are no other terms or conditions attached.
50
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
53
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
16 Related party transactions (continued)
(d) At 31 May 2021, Conroy Gold Limited owed €519,133 (2020: Conroy Gold Limited owed €356,648) to the
Company. The movement in the balance relates to a payment of expenses for an amount of €162,485 incurred in
the name of Conroy Gold Limited by the Company. The Company has confirmed that it will not seek repayment of
amounts owed for a minimum period of 12 months from the date of approval of the financial statements, unless
Conroy Gold Limited has sufficient funds to repay such amounts. No interest is incurred on this intercompany
account and there are no other terms or conditions attached.
(e) At 31 May 2021, the Company was owed €22,903 (2020: €8,970) by Trans-International Oil Exploration Limited.
Professor Richard Conroy and Maureen T.A. Jones are Directors of Trans-International Oil Exploration Limited.
Professor Richard Conroy holds 50.7% of the share capital of this company. A further €28,961 (2020: €15,866) is
owed by Conroy P.L.C., a company in which Professor Richard Conroy has a controlling interest. Amounts totalling
€5,290 (2020: €5,290) were owed by companies in which Professor Richard Conroy and Maureen T.A. Jones hold a
50% interest each. The amounts owed by the various companies are included within “Other receivables” in the
current and previous financial year’s consolidated statement of financial position and company’s statement of
financial position.
(f) Details of key management compensation which comprises Directors’ remuneration are outlined below.
An analysis of remuneration for each Director of the Company in the current financial year (prior to amounts
transferred to intangible assets) is as follows:
Professor Richard Conroy
Maureen T.A. Jones
Professor Garth Earls
Brendan McMorrow
Howard Bird
Fees
€
15,211
7,142
7,142
7,142
7,142
43,779
Salary
€
136,784
86,264
-
-
-
223,048
Total
€
151,995
93,406
7,142
7,142
7,142
266,827
An analysis of remuneration for each Director of the Company in the prior financial year (prior to amounts
transferred to intangible assets) is as follows:
Professor Richard Conroy
Maureen T.A. Jones
Professor Garth Earls
Brendan McMorrow
Fees
€
19,443
8,333
8,332
8,333
44,441
Salary
€
153,125
96,250
-
-
249,375
Total
€
172,568
104,583
8,332
8,333
293,816
51
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
54
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
16 Related party transactions (continued)
(g) Professor Garth Earls invoiced the Group for €24,068 (2020: €29,192) during the financial year for professional
services rendered to the Group. At 31 May 2021, Professor Garth Earls was owed €33,331 (2020: €32,140) in respect
of these services. Brendan McMorrow invoiced the Group for €24,500 (2020: €7,727) during the financial year for
professional services rendered to the Group. At 31 May 2021, Brendan McMorrow was owed €26,189 (2020:
€24,998) in respect of these services.
(h) The Company raised €350,000 through the issue of two unsecured Convertible Loan Notes to Hard Metal
Machine Tools Limited (the “Lender”) during the year ended 31 May 2020. The Lender is a company 99% owned by
an existing shareholder of the Company. Refer to Note 13 for details of the interest charged and the conditions
attached to the loans.
17 Share-based payments
The Company has an equity-settled share-based payment arrangement with non-market performance conditions.
At 31 May 2021, there were no share options outstanding (2020: €Nil).
Warrants granted generally have a vesting period of two years. Some warrants granted during the financial year
vested immediately. Details of the warrants outstanding during the financial year are below.
2021
No. of share
warrants
3,424,109
(605,225)
(3,030,833)
11,005,065
10,793,116
2021
Weighted
average exercise
price
€
1.139
3.545
0.199
0.528
0.646
2020
No. of share
warrants
8,631,830
2020
Weighted
average exercise
price
€
0.620
(7,843,137)
0.245
-
2,635,416
3,424,109
-
0.178
1.139
At 1 June
Lapsed during the financial year
(Note 14)
Exercised during the financial year
(Note 14)
Granted during the financial year
(Note 14)
At 31 May
The Company estimated the fair value of warrants using the Binomial Lattice Model. The determination of the fair
value of the warrants on the date of grant using the Binomial Lattice Model is affected by the Company’s share price
as well as assumptions regarding a number of other variables. These variables include the expected term of the
warrants, the expected share price volatility over the term of the warrants, the risk-free interest rate associated
with the expected term of the warrants and the expected dividends.
52
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
55
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
17 Share-based payments (continued)
The Company’s Binomial Lattice Model included the following weighted average assumptions for the Company’s
warrants:
Dividend yield
Expected volatility
Risk free interest rate
Expected life (in years)
2021
Warrants
0%
100%
0.1%
2
2020
Warrants
0%
95%
0.4%
0.75
Amounts relating to warrants which lapsed during the year and which are reclassified to retained earnings were
€434,729 (2020: €273,900).
18 Financial instruments
Financial risk management objectives, policies and processes
The Group has exposure to the following risks from its use of financial instruments:
Inflation;
(a)
(b)
Interest rate risk;
(c) Foreign currency risk;
(d) Liquidity risk; and
(e) Credit risk.
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management
framework.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and
systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group Audit
Committee oversees how management monitors compliance with the Group’s risk management policies and
procedures and framework in relation to the risks faced.
(a) Inflation
The Group is exposed to the risk associated with inflation such as the impact of increased operating expenses
including rent, light & heat and wages and salaries. The Chairman and Managing Director monitor costs on an
ongoing basis.
(b) Interest rate risk
The Group currently finances its operations through shareholders’ funds. Short term cash funds are invested, if
appropriate, in short-term interest-bearing bank deposits. There were no short-term interest-bearing bank deposits
at 31 May 2021 or 31 May 2020. The Group did not enter into any hedging transactions with respect to interest rate
risk.
(c) Foreign currency risk
The Group is exposed to currency risk on purchases, loans and bank deposits that are denominated in a currency
other than the functional currency of the entities of the Group.
It is Group policy to ensure that foreign currency risk is managed wherever possible by matching foreign currency
income and expenditure. During the financial years ended 31 May 2021 and 31 May 2020, the Group did not utilise
foreign currency forward contracts or other derivatives to manage foreign currency risk.
53
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
56
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
18 Financial instruments (continued)
Financial risk management objectives, policies and processes (continued)
(c) Foreign currency risk (continued)
The Group’s foreign currency risk exposure in respect of the principal foreign currencies in which the Group operates
was as follows at 31 May 2021:
Other receivables
Amount due from related party
Cash and cash equivalents
Trade and other payables
Related party loans
Convertible loans
Total exposure
Sterling exposure
denominated in €
-
-
1,348,838
(162,707)
-
(378,080)
808,051
Not at risk
€
277,764
169,933
164,448
(3,463,143)
(136,999)
-
(2,987,997)
Total
€
277,764
169,933
1,513,286
(3,625,850)
(136,999)
(378,080)
(2,179,946)
The Group’s foreign currency risk exposure in respect of the principal foreign currencies in which the Group operates
was as follows at 31 May 2020:
Other receivables
Cash and cash equivalents
Trade and other payables
Related party loans
Convertible loans
Total exposure
Sterling exposure
denominated in €
-
56,986
(148,701)
-
(357,802)
(449,517)
Not at risk
€
71,219
60,284
(3,725,641)
(659,832)
-
(4,253,970)
The following are the significant exchange rates that applied against €1 during the financial year:
GBP
Average rate
2021
0.888
Average rate
2020
0.875
Spot rate
31 May
2021
0.858
Total
€
71,219
117,270
(3,874,342)
(659,832)
(357,802)
(4,703,487)
Spot rate
31 May
2020
0.899
Sensitivity analysis
A 10% strengthening of Euro against Sterling, based on outstanding financial assets and liabilities at 31 May 2021
would have increased the reported loss by €80,805 (2020: decreased the reported loss by €44,952) as a consequence
of the retranslation of foreign currency denominated financial assets and liabilities at those dates. A weakening of
10% of the Euro against Sterling would have had an equal and opposite effect. It is assumed that all other variables,
especially interest rates, remain constant in the analysis.
(d) Liquidity risk
Liquidity is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s
approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its
liabilities when due, under both normal and adverse conditions, without incurring unacceptable losses or risking
damage to the Group’s reputation.
The Group manages liquidity risk by regularly monitoring cash flow projections. The nature of the Group’s exploration
and appraisal activities can result in significant differences between expected and actual cash flows.
54
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
57
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
18 Financial instruments (continued)
Financial risk management objectives, policies and processes (continued)
(d) Liquidity risk (continued)
Contractual maturities of financial liabilities as at 31 May 2021 were as follows:
Item
Trade and other
payables (including
related party loans)
Convertible loans
Carrying
amount €
Contractual
cash flows €
6 months
or less €
6 -12
months €
1-2 years
€
2-5 years
€
3,762,197
3,762,197
506,050* 3,256,147**
-
-
378,080
402,500
-
-
- 378,080***
4,140,277
4,164,697
506,050* 3,256,147**
- 378,080***
Contractual maturities of financial liabilities as at 31 May 2020 were as follows:
Item
Trade and other
payables (including
related party loans)
Convertible loans
Carrying
amount €
Contractual
cash flows €
6 months
or less €
6 -12
months €
1-2 years
€
2-5 years
€
4,545,539
4,545,536
616,786* 3,928,753**
-
-
357,802
402,500
-
-
- 357,802***
4,903,341
4,948,036
616,786* 3,928,753**
- 357,802***
*The amount of €534,050 (2020: €616,783) relates to other creditors and accruals.
**The Directors, namely Professor Richard Conroy, Maureen T.A. Jones, Professor Garth Earls, Brendan McMorrow,
Howard Bird and former Directors, namely James P. Jones, Séamus P. Fitzpatrick, C. David Wathen, Louis J. Maguire,
Dr. Sorċa 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 €3,119,148 (2020: €3,210,452) within 12 months of the date of approval of the
financial statements, unless the Group has sufficient funds to repay.
**The related party loans amounts relate to monies owed to Professor Richard Conroy amounting to €101,999
(2020: €315,918), Maureen T.A. Jones amounting to €Nil (2020: €49,425), Séamus P. Fitzpatrick (former Director)
amounting to €35,000 (2020: €69,489) and Dr. Sorċa Conroy (former Director) amounting to €Nil (2020: €225,000).
***More information regarding the convertible loans is detailed in Note 13.
The Group had cash and cash equivalents of €1,513,286 at 31 May 2021 (2020: €117,270).
(e) Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing
to discharge its obligation.
Credit risk is the risk of financial loss to the Group if a cash deposit is not recovered. Group deposits are placed only
with banks with appropriate credit ratings.
55
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
58
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
18 Financial instruments (continued)
Financial risk management objectives, policies and processes (continued)
(e) Credit risk (continued)
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit
risk at 31 May 2021 and 31 May 2020 was:
Cash and cash equivalents
Other receivables
Amount owed by Karelian Diamond Resources Plc
31 May
2021
€
1,513,286
277,764
169,933
1,960,983
31 May
2020
€
117,270
71,219
-
188,489
The Group’s cash and cash equivalents are held at AIB Bank which has a credit rating of “BBB+” as determined by
Fitch, and Bank of Ireland which a credit rating of “BBB+“ as determined by Fitch.
Expected credit loss
The Group measures credit risk and expected credit losses on financial assets measured at amortised cost using
probability of default, exposure at default and loss given default. Management consider both historical analysis and
forward-looking information in determining any expected credit loss. At 31 May 2021 and 31 May 2020, all cash is
accessible on demand and held with counterparties with a credit rating of BBB+ or higher. Management consider
the probability of default to be close to zero as these instruments have a low risk of default and the counterparties
have a strong capacity to meet their contractual obligations in the near term.
The amount receivable from Conroy Gold Limited which relates mainly to the cash advances and payment of
expenses incurred in the name of Conroy Gold Limited, is a receivable at the Company level but not at the Group
level and therefore is not subject to expected credit losses at the Group level. See Note 10 for further details.
However, as these amounts are receivable from the Group companies, the Directors of the Company are confident
that the probability of default is close to zero.
As a result of the above, no loss allowance has been recognised based on lifetime expected credit losses as any such
impairment would be wholly insignificant to the Company.
(f) Fair values versus carrying amounts
Due to the short-term nature of the Group’s current financial assets and liabilities at 31 May 2021 and 31 May 2020,
the fair value equals the carrying amount in each case. The carrying value of non-current financial assets and
liabilities is a reasonable approximation of fair value.
(g) Capital management
The Group’s objective is to discover and develop world class ore bodies in order to create value for its shareholders.
The Group’s strategy is to explore in politically stable and geographically attractive countries such as Ireland and
Finland. The Group ensures as far as possible to obtain adequate working capital to carry out its work obligations
and commitments. The Group’s overall strategy remains unchanged from the prior period.
The Group has historically funded its activities through share issues and placings and loans. The Group’s capital
structure is kept under review by the Board of Directors and it is committed to capital discipline and continues to
maintain flexibility for future growth.
56
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc
59
Conroy Gold and Natural Resources P.L.C.
Notes
to and forming part of the consolidated and company financial statements for the
financial year ended 31 May 2021 (continued)
18 Financial instruments (continued)
Financial risk management objectives, policies and processes (continued)
(g) Capital management (continued)
The capital structure of the Group consists of equity of the Group (refer to the statement of changes in equity and
Note 14). The Group is not subject to any externally imposed capital requirements.
19 Post balance sheet events
On 6 July 2021, the Company announced the completion of due diligence drilling on its Clontibret gold deposit, the
completion of a drill hole on the Cargalisgorran section of the Clay Lake gold target and the commencement of
drilling on other targets in the new district scale gold trend which the Company has discovered in the Longford-
Down Massif in Ireland.
On 29 July 2021, the Company announced the discovery of a new extensive gold-in-soil anomaly on its licence area
in the Longford-Down Massif in Ireland. The anomaly covers an area of approximately 40 acres.
On 12 August 2021, the Company announced significant gold intersections from drilling completed in the
Cargalisgorran section of its Clay Lake gold target in the Longford-Down Massif in Ireland.
On 1 September 2021, the Company announced that the definitive agreements for the proposed joint venture with
Demir Export A.S., on an earn-in basis, over the licences held by Conroy Gold along its 65km district scale gold trend
in the Longford-Down Massif in Ireland had reached an advanced stage. The primary focus of the joint venture
project is the development of the gold deposit within the Clontibret licence to construction ready status and bringing
it into operation as a gold mine.
COVID-19 continues to limit field and laboratory work given the restrictions on operations and movement. However,
the Company’s exploration and development programme has nonetheless continued.
There were no other events after the reporting year requiring adjustment to or disclosure in these audited
consolidated and company’s financial statements.
20 Approval of the audited consolidated financial statements for the financial year ended 31 May 2021
These audited consolidated financial statements were approved by the Board of Directors on 30 November 2021. A
copy of the audited consolidated financial statements will be available on the Company’s website
www.conroygoldandnaturalresources.com and will be available from the Company’s registered office at 3300 Lake
Drive, Citywest Business Campus, Dublin 24, D24 TD21, Ireland.
57
Annual Report and Consolidated Financial Statements 2021 Conroy Gold and Natural Resources Plc