Quarterlytics / Basic Materials / Gold / Conroy Gold and Natural Resources plc

Conroy Gold and Natural Resources plc

cgnr · LSE Basic Materials
Claim this profile
Ticker cgnr
Exchange LSE
Sector Basic Materials
Industry Gold
Employees 1-10
← All annual reports
FY2023 Annual Report · Conroy Gold and Natural Resources plc
Sign in to download
Loading PDF…
Annual report and consolidated financial statements 
for the financial year ended 31 May 2023

Annual report and consolidated financial statements for the financial year ended 31 May 2023  Conroy Gold and Natural Resources Plc

1

Contents

Chairman’s Statement

Company Information

Board of Directors

Directors’ Report

Independent Auditor’s Report

Consolidated statement 
of profit or loss

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

19

28

29

30

32

34

35

36

37

38

2

Chairman’s Statement

Professor Richard Conroy 
Chairman

Dear Shareholder,

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

Drilling on Clay Lake Gold Target

The year was one of further highly 
successful progress for Conroy Gold 
and Natural Resources PLC (the 
“Company” or “Conroy Gold”), during 
which a second district scale gold trend 
was discovered and the Joint Venture 
(“JV”) with Demir Export A.Ş. (“Demir 
Export”) became fully operational.

A major feature of the year was 
the discovery of a second district scale 
gold trend in the Longford-Down Massif 
in Ireland, where the Company previously 
discovered the Orlock Bridge gold trend, 
also a district scale gold trend. The 
new gold trend lies along a geological 
structure known as the Skullmartin 
Fault Zone, lying to the south of 
the Orlock Bridge Fault Zone.

This new gold trend, the Skullmartin 
gold trend, extends for approximately 
24km and, like the Orlock Bridge gold 
trend, has the potential to hold many 
gold targets. The Company has already 
identified a highly exciting discovery 
along the new trend at Creenkill in 
County Armagh with visible gold and 
gold assay results of up 123 g/t Au 
(4oz gold per tonne).

As well as the discovery of the new 
gold trend, an extensive drilling 
programme across the JV licence area 
has yielded other highly important and 
exciting results, both during the period 

under review and post year end. The 
drilling programme included step-out 
and stockwork drilling on the Clontibret 
gold deposit. This has shown continuity 
between the Clontibret gold deposit and 
the Corcaskea gold target, where historic 
trenching demonstrated high gold grades 
and has extended the deposit 400 metres 
to the North East.

Drilling at the Clay Lake gold target, 
which is a very extensive gold target 
nearly 3 km in length and in places 2 
km wide, has yielded excellent results 
including a continuous intersection of 
40 metres at 1.2 g/t Au. The Clay Lake 
gold target area could have the potential 
to contain a major gold deposit.

The Company’s land position over 
both gold trends has been secured 
with licences (in both Ireland and 
Northern Ireland) extending over 
an area of more than 1,000 sq km.

The JV with Demir Export has a primary 
focus on the development of a gold 
mine, or mines, along the two district 
scale gold trends which have been 
discovered. To administer the JV project, 
three 100% owned subsidiaries of 
Conroy Gold have been established. 
These are: (i) Conroy Gold (Clontibret) 
Limited which now holds the Clontibret 
licence; (ii) Conroy Gold (Armagh) 
Limited which now holds the Mines 

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc3

Site Visit – Core Shed at Cremartin

Royal Options and Prospecting Licences 
in Northern Ireland and; (iii) Conroy Gold 
(Longford Down) Limited which holds the 
remaining JV licences. These subsidiaries 
are now fully operational.

The JV, which is an earn-in JV, is 
structured over three phases of work:
	■ Phase 1 – €4.5 million plus (plus 
€1 million on signing agreement) 
to earn an initial 25% in the three 
subsidiaries;

	■ Phase 2 – €4.5 million plus to earn 

a further 15%; and

	■ Phase 3 – all expenditure required 
to bring a given mining project to 
shovel ready status (including all 
planning and land acquisition costs) 
to earn a further 17.5% giving a total 
57.5%) in that given project with 
Conroy Gold retaining the right to a 
42.5% interest or to avail of one or 
other of various options including a 
carry option through to production 
or a net smelter royalty.

Demir Export have now invested in 
excess of €4.5 million since March 
2022 en route an anticipated investment 
of over €6 million which will be required 
to complete Phase 1. Demir Export is a 
long-established mining company with 
interests in iron, coal, gold and base 

Conroy Gold and Demir Export Personnel view Drillcore

Mining in Ireland has a long tradition 
and the Board and management of the 
Company has already been involved 
in the discovery and development of 
two major mines in Ireland (Galmoy 
and Lisheen). Excellent infrastructure 
is already in place in the JV’s licence 
area including, power, a road network 
and service facilities. There is an 
established mining tradition in the area 
which, indeed, was once known as the 
Armagh-Monaghan Mining district.

metals, including zinc and copper. Demir 
Export is owned by the Koç family who 
also control and largely own the largest 
industrial conglomerate in Türkiye 
(Turkey), a Fortune Global 500 Company 
and the leading investment holding 
company in Türkiye’s (Turkey’s) fast 
expanding economy.

Conroy Gold also holds other licences in 
both Ireland and Finland which are not 
part of the JV. The Company thus has an 
extensive exploration portfolio and an 
established joint venture whose primary 
objective is to develop one, or more, gold 
mines in the district scale gold trends 
which Conroy Gold has discovered in 
Ireland.

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc4

Trenching at Creenkill Gold Target

Site Visit – Clontibret Gold Deposit

Post Period
Work has continued on the licence 
areas with the intention to extend 
and confirm the JV’s knowledge of the 
significant discoveries already made.

In County Armagh, 100m north-east 
of the existing find, quartz breccia in 
bedrock was discovered with returns of 
up to 6.6 g/t gold; the first results from 
Creenkill were promising with 11.5 g/t 
and 5.8 g/t intercepts with a further 
4 nearby anomalous gold areas being 
discovered; gold in bedrock was also 
discovered at Drumavaddy, Slieve Glah.

In total, 6,000 metres of drilling has 
been completed and 500 samples taken.

Equity Interest in Karelian 
Diamond Resources PLC
During the year the Company 
acquired an equity interest in AIM 
quoted Karelian Diamond Resources PLC 
(“Karelian Diamonds”) through entering 
into a debt capitalisation arrangement 
including the issue of convertible 
loan notes. As set out in the Financial 
Statements, the Company shares 
accommodation and staff with Karelian 
Diamonds and the two companies 
have certain common directors and 
shareholders. Karelian Diamonds and 
Conroy Gold reached agreement that 
an amount equivalent to £125,000 
owing to Conroy Gold be capitalised 
into 5,000,000 new ordinary shares in 
the capital of Karelian Diamonds at a 

New Core Shed at Clontibret

price of 2.5 pence per Karelian Diamonds 
share. Remaining outstanding amounts 
equivalent to £112,500 were incorporated 
into a convertible loan with a term of 
18 months attracting an interest rate 
of 5% per annum. The loan note can be 
converted at the option of Conroy Gold, 
at a price equivalent to 5 pence per 
Karelian Diamonds share.

Karelian Diamonds holds exploration 
licences in Northern Ireland in which 
assay results indicate the possible 
presence of Nickel, Copper and 
Platinum Group Metals mineralisation. 
The Company has also been conducting 
a promising diamond exploration 
programme in the Kuhmo region 
of Finland and owns the Lahtojoki 
diamond deposit in Finland, over 
which it holds a mining concession.

Following the investment and the 
completion of a recent fundraising by 
Karelian Diamonds, Conroy Gold holds 
5.29% of the issued share capital of 
Karelian Diamonds.

Environmental, Social 
and Governance Issues
These issues are of crucial importance 
at all stages of mining and particularly 
as we move towards mining 
development. Great emphasis is placed 
by the JV on Environmental, Social 
and Governance issues. Conroy Gold 
is committed to high standards of 
corporate governance and integrity in all 
of its activities and operations including 
rigorous health and safety compliance, 
environmental consciousness and the 
promotion of a culture of good ethical 
values and behaviour.

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc5

Visible Gold in Creenkill Quartz Breccia Bedrock

Exploration expenditures on the JV 
licences are covered by the joint venture 
agreement with Demir Export. The 
Company has other exploration interests, 
both in Ireland and Finland, which are 
not covered by the JV which in due 
course could lead to further discoveries 
by the Company. Ongoing general 
working capital expenditures must 
also be covered by the Company.

Directors and Staff
I would like to express my deepest 
appreciation for the support and 
dedication of the Directors, staff and 
consultants which has made possible 
the continued progress and success 
which the Company has achieved 
during the year.

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.

As Chairman of the Board, I am 
required to regularly monitor and 
review the Company’s ethical standards 
and cultural environment and, where 
necessary, take appropriate action to 
ensure proper standards are maintained.

Financials
The loss after taxation from continuing 
operations for the financial year ended 
31 May 2023 was €362,829 (year 
ended 31 May 2022: €256,484). As 
at the 31 May 2023, the Group had 
cash reserves of €557,934 (year ended 
31 May 2022: €1,216,097) and net 
assets of €19,807,318 (year ended 
31 May 2022: €19,730,738).

A fundraising of £400,000 at 13.5 pence 
per Ordinary Share was successfully 
arranged during the year, as announced 
by the Company on 20 June 2023.

Professor Richard Conroy 
Chairman

29 November 2023

Jewellery and Gold Exhibition in Armagh 
supported by the Company

Creenkill Gold Discovery

Drill Rig being set up on site at Clontibret Gold Deposit

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc6

Company Information

Directors
Professor Richard Conroy  
Executive Chairman*

Maureen T.A. Jones  
Managing Director*

Professor Garth Earls 
Non-executive Director+§

Brendan McMorrow 
Non-executive Director*+§

Howard Bird 
Non-executive Director*§

*  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 (resigned 22 Nov 
2023) 
Cathal Jones (appointed 22 Nov 2023)

Registered office
3300 Lake Drive 
Citywest Business Campus 
Dublin 24, D24 TD21, Ireland

Nominated adviser (NOMAD)
Allenby Capital Limited 
5 St. Helen’s Place, 
London, EC3A 6AB, United Kingdom

Broker
Peterhouse Capital Limited 
3rd Floor, 80 Cheapside, 
London, EC2V 6EE, United Kingdom

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 
1st Floor, 17 St. Swithins Lane 
London, EC4N 8AL, United Kingdom

Hall Communications 
1 Northumberland Road 
Dublin 4, D04 F578, Ireland

London Stock Exchange
AIM Market Symbol: CGNR 
SEDOL: BZ4BW18 
ISIN number: IE00BZ4BTZ13

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 Limited 
No. 1 Main Street 
Blessington 
Co. Wicklow, W91 V82T, Ireland

www.avenir-registrars.ie

Legal advisers
William Fry Solicitors 
2 Grand Canal Square. 
Dublin 2, D02 A342. Ireland

Roschier, Attorneys Ltd. 
Kasarmikatu 21A 
FI-00130 Helsinki, Finland

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 for the financial year ended 31 May 2023Conroy 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.  Until  recently,  she  was  also  the  Company  Secretary  for  the  Company  ensuring  all  filings  and re-
quirements of the Companies Acts were fulfilled.

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 for the financial year ended 31 May 2023 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. He was appointed to the Board on 15 November 2016.   

Experience 
Professor Garth Earls is a 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 30 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  Chief 
Executive Officer of Ormonde Mining P.L.C., a natural resources exploration 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. Howard has extensive worldwide experience and was involved in 
programmes that have led to the discovery of over 100 kimberlites, working in Canada, Australia, Brazil, South Africa, 
Angola, Zimbabwe, Democratic Republic of Congo, Botswana and Gabon. 

Together, the Directors form the Board of Directors with a gender mix of four and one. The mix of experience that the 
Directors bring to the Board include financial and managerial experience, mining, development and natural resources 
experience which are crucial to the business of the Company and crucial to the smooth running of a Board of Directors 
and company. 

7

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy 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 2023.  

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 2023
The consolidated statement of profit or loss for the financial year ended 31 May 2023 and the consolidated statement 
of financial position at that date are set out on pages 28 and 30. The loss for the financial year amounted to €362,829 (31 
May 2022: loss of €256,484) and net assets at 31 May 2023 were €19,807,318 (31 May 2022: €19,730,738). 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
Post year end, the Company announced on 20th June 2023 that it had completed a fundraising of £400,000 through the 
issue of 2,962,962 ordinary shares in  order to increase the company’s exploration  capacity  and  strengthen its working 
capital position.      Each  share  carries  a  warrant  to  subscribe  for  one  new  Ordinary  Share  at  a  price  of  22.5  pence  per 
Ordinary Share exercisable at any point up to 13 June 2026.

In  announcements  on  5th  June  2023,  13th  July  2023,  4th  September  2023,  13th  September  2023 and 22nd Novem-
ber 2023  the  Company announced  detail  of  results  and  progress  from  the  exploration  programme  being  carried  out 
in  conjunction  with  the Company’s joint venture partner Demir Export AS.

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

8

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc10

Conroy Gold and Natural Resources P.L.C. 
Directors’ Report (continued)
Directors’ report (continued) 

Directors  
The directors, who served at any time during the financial year, except as noted, were as follows: 
Professor Richard Conroy  
Maureen T.A. Jones 
Professor Garth Earls 
Brendan McMorrow 
Howard Bird 

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
13) and professional services provided by Professor Garth Earls and Brendan McMorrow (detailed in Note 18 (i)), there
have been no contracts or arrangements entered into during the financial year ended 31 May 2023 in which a Director
of the Company had a material interest. Refer to Note 18 for further details.

Company Secretary
Maureen T.A. Jones served as Company Secretary throughout the year and resigned on 22 November 2023. Cathal 
Jones was appointed as Company Secretary on that date.

Directors’ shareholdings and other interests 
The interests of the Directors and their connected persons in the share capital of the Company were as follows: 

Director 

Date of signing 
financial statements 

Professor Richard Conroy 
Maureen T.A. Jones 
Professor Garth Earls  
Brendan McMorrow 
Howard Bird 

Ordinary Shares 
 of €0.001 each 

3,194,036* 
368,329 
- 
26,060 
- 

Date of 
signing 
financial 
statements 
Warrants 

-
-
- 
-
- 

31 May  
2023 

31 May  
2023 

31 May  
2022 

31 May  
2022 

Ordinary 
Shares 
 of €0.001 each 
3,194,036
368,329
- 
26,060
- 

Warrants 

-
-
- 
-
- 

Ordinary 
Shares 
 of €0.001 each 
3,194,036*
368,329
- 
26,060
- 

Warrants 

519,713 
125,761 
- 
26,060 
- 

* Of the 3,194,036 (31 May 2022: 3,194,036) ordinary shares beneficially held by Professor Richard Conroy, 192,942 (31 May 2022: 192,942) are held 
by Conroy P.L.C., a company in which Professor Richard Conroy has a controlling interest. 

Details of warrants held by directors (all of which lapsed last year) are set out in the table below: 

31 May 
2023 

31 May 
2023 

31 May 
2022 

31 May  
2022 

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 

16 November 2022 
16 March 2023 
16 March 2023 
16 November 2022 
16 March 2023 

 Director 

Date of 
signing 
financial 
statements 
Warrants 

Date of 
signing 
financial 
statements 
Price € 

Professor Richard Conroy 
Professor Richard Conroy 
Maureen T.A. Jones 
Maureen T.A. Jones 
Brendan McMorrow 

- 
- 
- 
- 
- 

- 
- 
- 
- 
- 

9

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy 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 

Mr. Philip Hannigan 
Professor Richard Conroy 
Mr. Patrick O’Sullivan 
Jonathan Swann 
Paul and Marial Johnson 

Date of signing
financial
statements 
Ordinary Shares 
 of €0.001 each 
8,958,445 
3,194,036* 
      3,000,000 
2,222,222 
1,686,255 

Date of signing 
financial 
statements 
% 

18.72 
6.68 
6.27 
4.64 
3.52 

31 May  
2023  

Ordinary Shares 
 of €0.001 each 
8,588,075 
3,194,036* 
      3,000,000 
- 
      1,686,255 

31 May  
2023 

% 

19.19 
7.14 
           6.70 
- 

3.77 

31 May  
2022  

31 May 
2022 

Ordinary Shares 
 of €0.001 each 
      2,011,577 
3,194,036* 
      3,000,000 
- 
      1,686,255 

% 

5.12 
8.13 
7.64 
- 
4.29 

*Of the 3,194,036 (31 May 2022: 3,194,036) ordinary shares beneficially held by Professor Richard Conroy, 192,942 (31 May 2022: 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 for the financial year ended 31 May 2023 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 recorded a loss of €362,829 (31 May 2022: €256,484) and the Company recorded a loss of €357,617 (31 May 
2022:  €256,484)  for the financial year ended  31  May  2023.  The  Group  had  net  assets  of €19,807,318  (31 May  2022: 
€19,730,738) and the Company had net assets of €19,812,530 (31 May 2022: €19,730,738) at that date. The Group had 
net current liabilities of €3,161,475 (31 May 2022: €2,113,516) and the Company had net current liabilities of €2,777,541
(31 May 2022: €1,476,293) at that date. The Group had cash and cash equivalents of €557,934 at 31 May 2023 (31 May 
2022: €1,216,097). The Company had cash and cash equivalents of €53,136 at 31 May 2023 (31 May 2022: €964,997). 

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 and Dr. Sorċa Conroy, have confirmed 
that  they  will  not  seek  repayment  of  amounts  owed  to  them  by  the  Group  and  the  Company  of  €3,046,692  (31  May
2022:€3,069,148) 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  2024.  As  set  out  in  the 
Chairman’s statement, the Group and the Company expects to incur capital expenditure in 2023 and 2024, consistent 
with  its  strategy  as  an  exploration  company.  The  Directors  recognise  that  the  Group’s  net  current  liabilities  of 
€3,161,475 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 funds raised post year end, the prospects for raising additional 
funds as required and the 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.conroygold.com/corporate-governance.

11

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc13

Conroy Gold and Natural Resources P.L.C. 

Directors’ report (continued) 

Board of Directors 
The  Board  of  Directors  is  made  up  of  two  executive  and  three  non-executive  Directors.  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.  A  number  of  these  meetings  were  held  by  way  of  Zoom  and  teleconference  calls.  Board  of 
Directors’ meetings were held on 13 occasions from 1 June 2022 to 31 May 2023 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 
13 

13 
13 
11 
12 
7 

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 for the financial year ended 31 May 2023 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 for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc15

Conroy Gold and Natural Resources P.L.C. 

Directors’ report (continued) 

 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 
2 

2 
2 
2 

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 for the financial year ended 31 May 2023 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 and Climate Change 
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 where related legislation and regulations are 
evolving in pursuit of national and international climate change objectives. These will cause any applicable standards to 
be  more  stringent  and  the  impact  of  this  risk  will  continue  to  be  monitored  by  the  Directors  and  management. 
Management will continue to closely monitor any regulatory updates in this area and its potential impact on the Group. 
The Group employs staff and consultants 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 20 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 for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc17

Conroy Gold and Natural Resources P.L.C. 

Directors’ report (continued) 

Risks and uncertainties (continued) 
Pandemic Risk  
The COVID-19 pandemic continued to have some impact 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’s 
guidelines to protect the health, safety and wellbeing of its employees, contractors and partners in Ireland and Finland 
including for a period, staff working remotely. The field and laboratory work was not impacted as much in this financial 
year and the Company’s exploration and development programme continued. 

Russia/Ukraine war Risk 
Since February 2022, the world has been watching closely the situation between Russia and the Ukraine and the impact 
on Europe and the rest of the world. The main impacts seen to date are on the energy prices and any supply issues that 
may occur in the energy sector as a result of restrictions imposed. Directors and management will continue to closely 
monitor the situation and in particular the impact which it may have on the operations of the business. 

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.conroygold.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 (31 May 2022: €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 is 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 is 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.  

16

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc18

Conroy Gold and Natural Resources P.L.C. 
Directors’ Report (continued)
Directors’ report (continued) 

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) 

27 November 2023

17

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources PlcIndependent Auditors’ Report

19

IInnddeeppeennddeenntt  aauuddiittoorr’’ss  rreeppoorrtt  ttoo  tthhee  mmeemmbbeerrss  ooff  CCoonnrrooyy  GGoolldd  aanndd  NNaattuurraall  RReessoouurrcceess  PPllcc  

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: 

• 

• 

give a true and fair view of the assets, liabilities and financial position of the group and parent company 
as at 31 May 2023 and of the loss of the group for the financial year then ended; and 
have been properly prepared in accordance with the relevant financial reporting  frameworks and, in 
particular, with the requirements of the Companies Act 2014.  

The financial statements we have audited comprise: 

the group financial statements: 
the Consolidated statement of profit or loss; 
the Consolidated statement of comprehensive income; 
the Consolidated statement of financial position; 
the Consolidated statement of changes in equity; 
the Consolidated statement of cash flows; and 
the related notes 1 to 22 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 Company statement of changes in equity; 
the Company statement of cash flows; and 
the related notes 1 to 22, 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  group  financial 
statements is the Companies Act 2014 and International Financial Reporting Standards (IFRS) as adopted by the 
European Union (“the relevant financial reporting framework”). 

The  relevant  financial  reporting  framework  that  has  been  applied  in  the  preparation  of  the  parent  company 
financial  statements  is  the  Companies  Act  2014  and  FRS  101  “Reduced  Disclosure  Framework”  issued  by  the 
Financial Reporting Council (“the relevant financial reporting framework”) 

BBaassiiss  ffoorr  ooppiinniioonn  

We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and 
applicable law. Our responsibilities under those standards are described below in the “Auditor's responsibilities 
for the audit of the financial statements” section of our report.  

We are independent of the group and parent company in accordance with the ethical requirements that are 
relevant  to  our  audit  of  the  financial statements in  Ireland,  including  the Ethical  Standard  issued  by  the Irish 
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 for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc 
 
 
 
 
  
  
  
 
 
 
 
 
 
 
 
 
 
 
20

Independent Auditors’ Report (continued)

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 attention to Note 1 in the financial statements, which indicates that as at 31 May 2023 the group 
incurred a loss of €362,829 and the parent company incurred a loss of €357,617 and, as of that date, the group 
and parent company had net current liabilities of €3,161,475 and €2,777,541 respectively. 

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

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

• 

• 
• 

• 

• 

• 
• 

obtaining an understanding of the group and parent company’s relevant controls over the preparation 
of cash flow forecasts and approval of the projections and assumptions used in cash flow forecasts to 
support the going concern assumption; 
assessing the design and determining the implementation of these relevant controls;  
evaluating directors’ plans and their feasibility by agreeing the inputs used in the cash flow forecast to 
expenditure commitments and other supporting documentation;  
challenging the reasonableness of the assumptions applied by the directors in their going concern 
assessment; 
obtaining confirmations received by the group and parent company from the directors and former 
directors evidencing 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 has sufficient funds to repay;  
assessing the mechanical accuracy of the cash flow forecast model; and 
assessing the adequacy of the disclosures made in the financial statements. 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the 
relevant sections of this report. 

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 intangibles assets and investment in subsidiaries.  

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 

. 

MMaatteerriiaalliittyy  

The  materiality  used  in  the  current  year  for  the  group  was  €577,000  which  was 
determined on the basis of approximately 2.9% of Shareholder’s Equity of the group. 

The materiality used in the current year for the parent company was €540,000 which 
was determined on the basis of approximately 2.7% of Shareholder’s Equity of the 
parent company. 

SSccooppiinngg  

We identified four significant components, which are the parent company, Conroy 
Gold  and  Natural  Resources  Plc,  and  the  following  subsidiaries:  Conroy  Gold 

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc 
 
  
  
 
 
 
 
 
 
 
  
 
 
  
21

Clontibret Limited, Conroy Gold Armagh Limited and Conroy Gold Longford-Down 
Limited.  We scoped our audit by obtaining an understanding of the group and its 
environment  and  assessing  the  risks  of  material  misstatement  at  the  group  and 
component level. Our audit scoping provides full scope audit coverage of  99.9% of 
the net assets (2022: 99.9% of net assets). 

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  iinnvveessttmmeenntt  iinn  ssuubbssiiddiiaarriieess    

KKeeyy  

aauuddiitt   mmaatttteerr  
ddeessccrriippttiioonn  

At 31 May 2023, the carrying value of exploration and evaluation assets included in 
intangible assets in the group and parent company statement of financial  position 
amounted to €26,331,917 (2022: €23,888,833) and €3,651,597  (2022: €3,421,364) 
respectively.  The  parent  company  statement  of  financial  position  also  includes 
amounts relating to investment in subsidiaries of €18,603,085 (2022: €18,423,437).  

We draw your attention to the disclosures made in Note 1, 7 and 8 to the financial 
statements  concerning  the  valuation  of  intangible  assets  and  investment  in 
subsidiaries.  The  valuation  of  intangible  assets  for  both  the  group  and  the  parent 
company and the underlying valuation of the investment in subsidiaries for the parent 
company,  are  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 valuation of intangible assets in the group statement of financial position and the 
valuation of intangible assets and investment in subsidiaries in the parent company 
statement  of  financial  position  were  assessed  as  significant  risks  and  given  the 
balances  in  total  at  the  respective  financial  statement  level  also  constitutes  the 
majority of the total assets recorded, we considered the valuation of intangible assets 
and investment in subsidiaries a key audit matter. 

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc 
 
 
 
 
 
 
 
 
  
 
 
 
22

Independent Auditors’ Report (continued)

HHooww  tthhee  ssccooppee  ooff  oouurr  
aauuddiitt   rreessppoonnddeedd   ttoo  
tthhee  kkeeyy  aauuddiitt  mmaatttteerr  

We performed the following procedures: 

•  We evaluated the design and determined the implementation of relevant 
controls in place over capitalisation and subsequent valuation of intangible 
assets.  

•  We inspected documentation in respect of new  and current licences held 

(as relevant);  

•  We  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’s assets in Ireland and Finland; including:  
- 

discussing and challenging the allocation of capitalised costs 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 

from the date of approval of the financial statements;  

•  We  challenged  the  directors’  assessment  of  indicators  of  impairment  in 

relation to the carrying value of investment in subsidiaries; 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  parent 
company  to  realise  the  exploration  and  evaluation  assets  capitalised  to  intangible 
assets and consequently the investment made in subsidiaries.  

As noted above, we draw your attention to the disclosures made in Note 1, 7 and 8 
to  the  financial  statements  concerning  the  valuation  of  intangible  assets  and 
investment in subsidiaries. The valuation of intangible assets for both the group and 
the parent company and the underlying valuation of the investment in subsidiaries 
for the parent company, are 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 in the financial statements that makes it probable that 
the economic decisions of a reasonably knowledgeable person 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 for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc 
 
  
 
  
 
 
 
 
 
 
23

Based on our professional judgement, we determined materiality for the financial statements as a whole as 
follows: 

MMaatteerriiaalliittyy  

BBaassiiss  ffoorr  
ddeetteerrmmiinniinngg  
mmaatteerriiaalliittyy  
RRaattiioonnaallee  ffoorr  
tthhee  bbeenncchhmmaarrkk  
aapppplliieedd  

GGrroouupp  ffiinnaanncciiaall  ssttaatteemmeennttss  

PPaarreenntt  ccoommppaannyy  ffiinnaanncciiaall  ssttaatteemmeennttss  

€577,000 (2022: €577,000) 

€540,000 (2022: €577,000) 

2.9% of Shareholder’s Equity (2022: 3% of 
Shareholder’s Equity) 

2.7% of Shareholder’s Equity (2022: 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 in 
continuing it current operations and is 
reflective of the current business life cycle 
of the group. We have considered 
quantitative and qualitative factors such as 
understanding the group and its 
environment, history of misstatements, 
complexity of the group and reliability of 
control environment.  

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 parent 
company in continuing it current operations 
and is reflective of the current business life 
cycle of the parent company. We have 
considered quantitative and qualitative 
factors such as understanding the parent 
company and its environment, history of 
misstatements, complexity of the parent 
company and reliability of control 
environment.  

Shareholders Equity 
€19.8m 

Shareholders Equity

Materiality

Materiality €577,000

Audit Committee 
Reporting Threshild 
€28,850

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, 
uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.  

PPeerrffoorrmmaannccee  
mmaatteerriiaalliittyy  
BBaassiiss  aanndd  
rraattiioonnaallee  ffoorr  
ddeetteerrmmiinniinngg  
ppeerrffoorrmmaannccee  
mmaatteerriiaalliittyy  

GGrroouupp  ffiinnaanncciiaall  ssttaatteemmeennttss  

PPaarreenntt  ccoommppaannyy  ffiinnaanncciiaall  ssttaatteemmeennttss  

74% of group materiality 

74% of parent company materiality  

In determining performance materiality, we considered the following factors:  
a.  our understanding of the group and parent company; 
b. 

the quality of the  internal control environment and whether we were able to 
rely on controls; 
the nature and extent of misstatements (corrected and/or uncorrected) 
identified in previous audits; and 

c. 

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc 
 
 
 
  
 
 
 
 
 
  
 
 
  
24

Independent Auditors’ Report (continued)

d.  our expectations in relation to misstatements in the current period. 

We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of 
€28,850 (2022: €28,850), as well as differences below that threshold that, 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  

We scoped our audit by obtaining an understanding of the group and its environment and assessing the risks of 
material misstatement at the group and component level. Based on that assessment, we focused our group audit 
scope primarily on the audit of 4 significant components, as outlined above. These components were subject to 
a full scope audit. The remaining 2 non-trading components were subject to analytical procedures.  

These components were selected based on the level of coverage achieved and to provide an appropriate basis 
for undertaking audit work to address the risks of material misstatement identified above. Our audit work for all 
components was executed at levels of materiality applicable to each individual component which were lower than 
group materiality and ranged from €404k to €540k. 

Our audit scoping provides full scope audit coverage of 99.9% of the net assets (2022: 99.9% of net assets) with 
the remainder covered by analytical procedures of 0.01% (2022:0.01%). 

At the group level, we also tested the consolidation process and carried out analytical procedures to confirm our 
conclusion that there were no significant risks of material misstatement of the aggregated financial information 
of the remaining components not subject to a full audit.  

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  Statement  of  Directors’  responsibilities  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. 

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 

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
25

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. 

A further description of our responsibilities for the audit of the financial statements is located on IAASA’s 
website at: https://iaasa.ie/publications/description-of-the-auditors-responsibilities-for-the-audit-of-the-
financial-statements/. This description forms part of our auditor’s report. 

EExxtteenntt  ttoo  wwhhiicchh  tthhee  aauuddiitt  wwaass  ccoonnssiiddeerreedd  ccaappaabbllee  ooff  ddeetteeccttiinngg  iirrrreegguullaarriittiieess,,  iinncclluuddiinngg  ffrraauudd  

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures 
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, 
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is 
detailed below.  

IIddeennttiiffyyiinngg  aanndd  aasssseessssiinngg  ppootteennttiiaall  rriisskkss  rreellaatteedd  ttoo  iirrrreegguullaarriittiieess  

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-
compliance with laws and regulations, we considered the following: 

• 

• 

• 

• 

the nature of the industry and sector, control environment and business performance including the 
design of the group and parent company’s remuneration policies, key drivers for directors’ 
remuneration, bonus levels and performance targets; 
results of our enquiries of management and the audit committee about their own identification and 
assessment of the risks of irregularities;  
any matters we identified having obtained and reviewed the group and parent company’s 
documentation of their policies and procedures relating to: 
o 

identifying, evaluating and complying with laws and regulations and whether they were aware of 
any instances of non-compliance; 

o  detecting and responding to the risks of fraud and whether they have knowledge of any actual, 

suspected or alleged fraud; 
the internal controls established to mitigate risks of fraud or non-compliance with laws and 
regulations; 

o 

the matters discussed among the audit engagement team and relevant internal  specialists, including 
valuation specialists, regarding how and where fraud might occur in the financial statements and any 
potential indicators of fraud. 

In common with all audits under ISAs (Ireland), we are also required to perform specific procedures to respond 
to the risk of management override. 

We also obtained an understanding of the legal and regulatory framework that the group and parent company 
operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination 
of material amounts and disclosures in the financial statements. The key laws and regulations we considered in 
this context included the Companies Act 2014, Alternative Investment Market Rules, Irish Tax legislation and 
Pension Regulations. 

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the 
financial statements but compliance with which may be fundamental to the group and parent company’s ability 

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc 
 
  
 
 
 
 
 
  
 
 
 
26

Independent Auditors’ Report (continued)

to operate or to avoid a material penalty.  These included regulations as applicable to the environment, health 
and safety, and exploration and mining activities. 

AAuuddiitt  rreessppoonnssee  ttoo  rriisskkss  iiddeennttiiffiieedd  

As a result of performing the above, we did not identify any key audit matters related to the potential risk of 
fraud or non-compliance with laws and regulations.  

Our procedures to respond to risks identified included the following: 

• 

• 

• 

• 
• 

reviewing the financial statement disclosures and testing to supporting documentation to assess 
compliance with provisions of relevant laws and regulations described as having a direct effect on the 
financial statements; 
enquiring of management, the audit committee and external legal counsel concerning actual and 
potential litigation and claims; 
performing analytical procedures to identify any unusual or unexpected relationships that may indicate 
risks of material misstatement due to fraud; 
reading minutes of meetings of those charged with governance, and 
in addressing the risk of fraud through management override of controls, testing the appropriateness 
of journal entries and other adjustments; assessing whether the judgements made in making 
accounting estimates are indicative of a potential bias; and evaluating the business rationale of any 
significant transactions that are unusual or outside the normal course of business. 

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement 
team members including internal specialists, and remained alert to any indications of fraud or non-compliance 
with laws and regulations throughout the audit. 

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 

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc 
 
  
  
 
 
 
  
  
 
  
 
  
 
27

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  
No.6 Lapp’s Quay 
Cork 

Date: 29 November 2023 

Notes: An audit does not provide assurance on the maintenance and integrity of the  website, including controls 
used to achieve this, and in particular on whether any changes may have occurred to the financial statements 
since first published.  These matters are the responsibility of the directors but no control procedures can provide 
absolute assurance in this area. 

Legislation in Ireland governing the preparation and dissemination of financial statements differs from 
legislation in other jurisdictions. 

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc 
 
 
 
 
 
 
28

Conroy Gold and Natural Resources P.L.C. 

Consolidated statement of profit or loss 
For the year ended 31 May 2023 

Note 

2023 
€ 

Continuing operations 

Operating expenses 
Movement in fair value of warrants 
Share-based payment expense 

Operating loss 

Finance income – interest 
Interest expense 

Net finance cost 

Loss before taxation 

Income tax expense 

Loss for the financial year 

Loss per share  
Basic loss per share 

Diluted loss per share  

2 
19 
19 

14 

3 

5 

6 

6 

2022 
€ 

(832,340) 
585,954 
- 

(246,386) 

41 
(10,139) 

(10,098) 

(604,891) 
257,050 
- 

(347,841) 

3 
(14,991) 

(14,988) 

(362,829) 

(256,484) 

- 

- 

(362,829) 

(256,484) 

(0.0083) 

(0.0083) 

(0.0065) 

(0.0065) 

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

_____________________  
Professor Richard Conroy 
Chairman 

    ___________________ 

Maureen T.A. Jones 
Managing Director 

27

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc29

Conroy Gold and Natural Resources P.L.C. 

Consolidated statement of comprehensive income
as at 31 May 2023

2023 
€ 

2022 
€ 

Loss for the financial year 

(362,829) 

(256,484) 

Income recognised in other comprehensive income 

- 

- 

Total comprehensive loss for the financial year  

(362,829) 

(256,484) 

Loss for the financial year attributable to: 
Equity holders of the Company 

(362,829) 

(256,484) 

Total comprehensive loss for the financial year attributable to: 
Equity holders of the Company 

(362,829) 

(256,484) 

28

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc30

Conroy Gold and Natural Resources P.L.C. 

Consolidated statement of financial position 
as at 31 May 2023 

Assets 
  Non-current assets 
   Intangible assets 
   Property, plant and equipment 
   Financial assets 
  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 

Non-controlling interests 
   Convertible shares in subsidiary companies 
Total non-controlling interests 

Liabilities 
  Non-current liabilities 
   Convertible loans 
   Leases due > 1 year 
   Warrant liabilities 
  Total non-current liabilities 

  Current liabilities 
   Trade and other payables 
   Related party loans 
  Total current liabilities 

Total liabilities 

Note 

8 
9 
11 

12 
10 

16 
16 
16 
19 

15 

14 

14 

13 
13 

31 May 
2023 

€ 

26,331,917 
91,703 
273,491 
26,697,111 

557,934 
124,828 
682,762 

31 May 
2022 

€ 

23,888,833 
7,589 
- 
23,896,422 

1,216,097 
429,329 
1,645,426 

27,379,873 

25,541,848 

10,549,187 
15,698,805 
30,617 
42,664 
71,596 
(6,585,551) 
19,807,318 

3,707,218 
3,707,218 

- 
21,100 
- 
21,100 

3,707,238
136,999 
3,844,237 

3,865,337 

10,543,694 
15,256,556 
30,617 
42,664 
79,929 
(6,222,722) 
19,730,738 

1,406,899 
1,406,899 

388,219 
- 
257,050 
645,269 

3,621,943 
136,999 
3,758,942 

4,404,211 

Attributable to equity holders of the Company 

27,379,873 

25,541,848 

Total equity, non-controlling interests and liabilities 

27,379,873 

25,541,848 

29

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources PlcConroy Gold and Natural Resources P.L.C. 

Consolidated statement of financial position (continued)
as at 31 May 2023

31

The financial statements were approved by the Board of Directors on 27 November 2023 and authorised for issue on 
29 November 2023. They are signed on its behalf by:

____________________    
Professor Richard Conroy 
Chairman 

  _________________ 
Maureen T.A. Jones 
Managing Director 

30

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc32

Conroy Gold and Natural Resources P.L.C. 

Company statement of financial position 
as at 31 May 2023 

Assets 
  Non-current assets 
   Investment in subsidiaries 
   Intangible assets 
   Property, plant and equipment 
   Financial assets 
  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 
   Convertible loans 
   Lease due > 1 year 
   Warrant liabilities 
  Total non-current liabilities 

  Current liabilities 
   Trade and other payables 
   Related party loans 
  Total current liabilities 

Total liabilities 

Note 

7 
8 
9 
11 

12 
10 

16 
16 
16 
19 

14 

14 

13 
13 

31 May 
2023 

€ 

18,603,085 
3,651,597 
82,998 
273,491 
22,611,171 

53,136 
664,606 
717,742 

31 May 
2022 

€ 

18,423,347 
3,421,364 
7,589 
- 
21,852,300 

964,997 
1,198,558 
2,163,555 

23,328,913 

24,015,855 

10,549,187 
15,698,805 
30,617 
42,664 
71,596 
(6,580,339) 
19,812,530 

- 
21,100 
- 
21,100 

3,358,284 
136,999 
3,495,283 

3,516,383 

10,543,694 
15,256,556 
30,617 
42,664 
79,929 
(6,222,722) 
19,730,738 

388,219 
- 
257,050 
645,269 

3,502,849 
136,999 
3,639,848 

4,285,117 

Total equity and liabilities 

23,328,9136 

24,015,855 

31

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc33

Conroy Gold and Natural Resources P.L.C. 

Company statement of financial position (continued)
as at 31 May 2023

The Group is availing of the exemption in Section 304 of the Companies Act 2014 from filing its Company Statement of 
Profit or Loss and Other Comprehensive Income. The loss for the financial year was €357,617 (31 May 2022: €256,484).

The financial statements were approved by the Board of Directors on 27 November 2023 and authorised for issue on 
29 November 2023. They are signed on its behalf by:

_____________________  
Professor Richard Conroy 
Chairman 

    _________________ 
Maureen T.A. Jones 
Managing Director 

32

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc34

Conroy Gold and Natural Resources P.L.C. 

Consolidated statement of changes in equity 
for the financial year ended 31 May 2023 

Note 

16 

Balance at 1 June 2022 
Share issue 

Loss for the financial 
year 
Balance at 31 May 
2023 

Share 
capital 

Share 
premium 

€ 

€ 

Capital 
conversion 
reserve 
fund 
€ 

Share-
based 
payment 
reserve 
€ 

Other  
reserve 

Retained 
deficit 

Total 
equity 

€ 

€ 

€ 

10,543,694 

15,256,556 

30,617 

42,664 

79,929 

(6,222,722) 

19,730,738 

5,493 

442,249 

- 

- 

- 

- 

- 

- 

(8,333) 

-

439,409

-

(362,829)

(362,829) 

10,549,187 

15,698,805 

30,617 

42,664 

71,596 

(6,585,551) 

19,807,318 

Share 
capital 

Share 
premium 

€ 

€ 

Capital 
conversion 
reserve 
fund 
€ 

Share-
based 
payment 
reserve 
€ 

Other 
reserve 

Retained 
deficit 

Total  
equity 

€ 

€ 

€ 

10,543,694 

15,256,556 

30,617 

42,664 

79,929 

(5,966,238) 

19,987,222 

- 

- 

- 

- 

-

(256,484) 

(256,484) 

10,543,694 

15,256,556 

30,617 

42,664 

79,929 

(6,222,722) 

19,730,738 

Balance at 1 June 2021 
Loss for the financial 
year 
Balance at 31 May 
2022 

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 16. During the 
year, the company issued a total of 5,493,221 ordinary shares through the conversion of loan notes as set out in Note 14 and the issue of 75,286 
shares to former director David Wathen who elected to take payment of directors fees outstanding to him in the form of shares. 

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. 

33

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc35

Conroy Gold and Natural Resources P.L.C. 

Company statement of changes in equity 
for the financial year ended 31 May 2023 

Note 

16 

Balance at 1 June 
2022 
Share issue 

Loss for the 
financial year 
Balance at 31 May 
2023 

Share 
capital 

Share 
premium 

Capital 
conversion 
reserve 
fund 

€ 

€ 

€ 

Share-
based 
payment 
reserve 
€ 

Other  
reserve 

Retained 
deficit 

Total 
equity 

€ 

€ 

€ 

10,543,694 

15,256,556 

30,617 

42,664 

79,929 

(6,222,722) 

19,730,738 

5,493 

442,249 

- 

- 

- 

- 

- 

- 

(8,333) 

-

439,409

- 

(357,617)

(357,617)

10,549,187 

15,698,805 

30,617 

42,664 

71,596 

(6,580,339) 

19,812,530 

Share 
capital 

Share 
premium 

Capital 
conversion 
reserve 
fund 

€ 

€ 

€ 

Share-
based 
payment 
reserve 
€ 

Other 
reserve 

Retained 
deficit 

Total  
equity 

€ 

€ 

€ 

Balance at 1 June 
2021 
Loss for the 
financial year 
Balance at 31 May 
2022 

10,543,694 

15,256,556 

30,617 

42,664 

79,929 

(5,966,238) 

19,987,222 

- 

- 

- 

- 

- 

(256,484) 

(256,484) 

10,543,694 

15,256,556 

30,617 

42,664 

79,929 

(6,222,722) 

19,730,738 

34

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc36

Conroy Gold and Natural Resources P.L.C. 

Consolidated statement of cash flows 
for the financial year ended 31 May 2023 

Cash flows from operating activities 
Loss for the financial year  
Adjustments for non-cash items: 
Movement in fair value of warrants 
Interest expense 
Depreciation 

Payments from Karelian Diamond Resources P.L.C. 
Decrease/(increase) in receivables 
Increase/ (decrease) in payables 
Net cash used in operating activities 

Cash flows from investing activities 
Expenditure on intangible assets 
Purchase of property, plant and equipment 
Net Cash used in investing activities 

Cash flows from financing activities 
Convertible shares in subsidiary companies 
Net cash provided by financing activities 

(Decrease)/ increase in cash and cash equivalents 
Cash and cash equivalents at beginning of financial year 
Cash and cash equivalents at end of financial year 

Note 

19 
14 
9 

10 
13 

8 
9 

15 

2023 
€ 

(362,829) 

(257,050) 
14,991 
18,095 
(586,793) 

- 
31,009 
142,594 
(413,190) 

(2,443,083) 
(102,209) 
(2,545,292) 

2,300,319 
2,300,319 

(658,163) 
1,216,097 
557,934 

2022 
€ 

(256,484) 

(585,954) 
10,139 
1,885 
(830,414) 

70,000 
(40,560) 
(3,255) 
(804,229) 

(899,859) 
- 
(899,859) 

1,406,899 
1,406,899 

(297,189) 
1,513,286 
1,216,097 

35

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources PlcConroy Gold and Natural Resources P.L.C. 

Company statement of cash flows
for the financial year ended 31 May 2023

Cash flows from operating activities 
Loss for the financial year  
Adjustments for non-cash items: 
Movement in fair value of warrants 
Interest expense 
Depreciation 

Decrease/(increase) in receivables 
Decrease in payables 
Payments from Karelian Diamond Resources P.L.C. 
Net cash (used) in operating activities 

Cash flows from investing activities 
Investment in subsidiaries 
Expenditure on intangible assets 
Payments to acquire property, plant and equipment 
Net cash (used)/ provided in investing activities 

(Decrease) in cash and cash equivalents 
Cash and cash equivalents at beginning of financial year 
Cash and cash equivalents at end of financial year 

Note 

19 
14 
9 

10 
13 

15 
8 
9 

37

2023 
€ 

(357,617) 

(257,050) 
14,991 
17,129 
(582,547) 

260,460 
(87,266) 
- 
(409,353) 

(179,738) 
(230,233) 
(92,538) 
(502,509) 

(911,862) 
964,997 
53,136 

2022 
€ 

(256,484) 

(585,954) 
10,139 
1,885 
(830,414) 

(290,656) 
(122,348) 
70,000 
(1,173,418) 

1,000,000 
(374,870) 
- 
625,130 

(548,288) 
1,513,286 
964,997 

36

Annual report and consolidated financial statements for the financial year ended 31 May 2023 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 2023 

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 2023 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.  

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 

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 
29 November 2023.

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. 

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. 

Going Concern 
The Group recorded a loss of €362,829 (31 May 2022: €256,484) and the Company recorded a loss of €357,617 (31 
May 2022: €256,484) for the financial year ended 31 May 2023. The Group had net assets of €19,807,318 (31 May 
2022: €19,730,738) and the Company had net assets of €19,812,530 (31 May 2022: €19,730,738) at that date. The 
Group  had  net  current  liabilities  of  €3,161,475  (31  May  2022:  €2,113,516)  and  the  Company  had  net  current 
liabilities  of  €2,777,541  (31  May  2022:  €1,476,293)  at  that  date. The  Group  had  cash  and  cash  equivalents  of 
€557,934 at 31 May 2023 (31 May 2022: €1,216,097). The Company had cash and cash equivalents of €53,136 at 31 
May 2023 (31 May 2022: €964,997). 

37

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy 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 2023 (continued) 

1       Accounting policies (continued)
Going Concern (continued)
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 and  Dr.  Sorċa Conroy have 
confirmed  that  they  will  not  seek  repayment  of  amounts  owed  to  them  by  the  Group  and  the  Company  of 
€3,046,692 (31 May 2022: €3,069,148) 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.

Since the Joint Venture Agreement with Demir Export was completed, an initial payment of €1 million was made to 
the Company and in excess of a further €3.5 million has been advanced by Demir Export to date funding the ongoing 
drilling programme under the Joint Venture Agreement.  In excess of 7,000 metres have been drilled to date, with 
more work planned for 2024. 

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 2024. 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 2024. 

The  Directors  recognise  that  the  Group’s  net  current  liabilities  of  €3,161,475  (31  May  2022:  €2,113,516)  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  funds  raised  post  year  end,  the  prospects  for  raising  additional  funds  as 
required and the completed Joint Venture  Agreement, 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. 

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 2022:














IFRS 4 amendments regarding the expiry date of the deferral approach – Effective date 1 January 2023;
IAS 8 amendments regarding the definition of accounting estimates – Effective date 1 January 2023;
IAS 1 amendments regarding the disclosure of accounting policies  - Effective date 1 January 2023;
IFRS 17 Insurance contracts – Effective date deferred to 1 January 2023;
Amendment  to  IFRS  16  about  providing  lessees  with  an  extension  of  one  year  to  exemption  from  assessing
whether a COVID-19-related rent concession is a lease modification – Effective date 1 April 2021;
IFRS 3 amendments updating a reference to the Conceptual Framework – Effective date 1 January 2022;
IAS 37 amendments regarding the costs to include when assessing whether a contract is onerous – Effective date
1 January 2022;
IFRS 1 amendments resulting from Annual Improvements to IFRS Standards 2018–2020 (subsidiary as a first-time
adopter) – Effective date 1 January 2022; and
IFRS 9 amendments resulting from Annual Improvements to IFRS Standards 2018–2020 (fees in the ‘’10 per cent’’
test  for  derecognition  of  financial  liabilities)  –  Effective  date  1  January  2022;  Amendments  to  IAS  12  Income
taxes: Deferred tax related to assets and liabilities arising from a single      transaction – Effective date 1 January
2023.

38

Annual report and consolidated financial statements for the financial year ended 31 May 2023 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 2023 (continued) 

   Accounting policies (continued) 

1  
         Recent accounting pronouncements (continued) 

(b) New standards and interpretations not yet adopted by the Group and the Company
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.

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

The  following  new  standards  and  amendments  to  standards  have  been  issued  by  the  International  Accounting 
Standards Board but have not yet been endorsed by the EU, accordingly, none of these standards have been applied 
in the current year. The Board of Directors is currently assessing whether these standards once endorsed by the EU 
will have any impact on the financial statements of the 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;
Amendments to IFRS 16 Leases: Lease liability in a sale and leaseback – Effective date 1 January 2024; and
Amendments to IAS 1 Presentation of Financial Statements: Classification of liabilities as current or non-current
and classification of liabilities as current or non-current – Effective date 1 January 2024.

Intangible assets

(a)
The Company accounts for mineral expenditure in accordance with IFRS 6: Exploration for and Evaluation of Mineral
Resources.

(i) Capitalisation
All costs related to acquiring the legal rights to explore will be capitalised. All other costs incurred prior to acquiring
the rights to explore are charged directly to the consolidated  profit and loss account. Exploration, appraisal and
development expenditure incurred on exploring, and testing exploration prospects are accumulated and capitalised
as intangible exploration and evaluation (“E&E”) assets.

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.  

39

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy 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 2023 (continued) 

1       Accounting policies (continued)
(a) Intangible assets (continued)
(i) Capitalisation (continued)
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 statement of profit
or loss 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  (where  material)  basis  for 
the  years  ended  31  May  2023  and  31  May  2022.  The  carrying  value  of  the  CGU  is  compared  to  its  recoverable 
amount  and  any  resulting  impairment  loss  is  written  off  to  the  consolidated  statement  of  profit  or  loss.  The 
recoverable amount of the CGU is assessed as the higher of its fair value, less costs to sell, and its value in use.

Subsequent measurement of financial assets 
Financial assets held within a different business model other than the ‘hold to collect’ or ‘hold to collect and sell’ are 
categorised at fair value through profit or loss (“FVTPL”). Further, irrespective of the business model used, financial 
assets whose contractual cash flows are not solely payments of principal and interest are accounted for at fair value 
though profit or loss. All derivative instruments fall into this category, except for those designated and effective as 
hedging  instruments,  for  which  the  hedge  accounting  requirements  apply.  The  category  also  contains  an  equity 
instrument.  The  Group  account  for  the  investment  at  fair  value  through  profit  or  loss  and  did  not  make  the 
irrevocable election to account for the investment in Karelian Diamond Resources PLC and listed equity securities at 
fair value through other comprehensive income. The fair value was determined in line with the requirements of IFRS 
13 ‘Fair Value Measurement’. Assets in this category are measured at fair value with gains or losses recognised in 
profit or loss.  

(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 

40

Annual report and consolidated financial statements for the financial year ended 31 May 2023 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 2023 (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
statement of profit or loss 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 18 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  and  meet  the other  necessary  conditions,  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 statement of profit or loss. See note 13 for further details.

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.  

41

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy 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 2023 (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 statement of profit or loss. 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 statement of profit or
loss.

(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 warrants
are recognised as a deduction from retained earnings, net of any tax effects. Effective 6 July 2022, share issue costs
can be deducted from share premium. Costs in relation to the issuance of warrants will continue to be deducted
from retained earnings.

(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 as adopted by the European Union.

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. 

42

Annual report and consolidated financial statements for the financial year ended 31 May 2023 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 2023 (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 
€26,331,917 (31 May 2022: €23,888,833) at 31 May 2023 (Note 8). The Board of Directors carried out an assessment, 
in  accordance  with  IFRS  6:  Exploration  for  and  Evaluation  of  Mineral  Resources  relating  to  likelihood  of  licence 
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 38 and 39 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. 

43

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc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 2023 (continued) 

45

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. While uncertainty exists, primarily due to the nature 
of the mining and exploration business,  this assessment  includes a  review  of the possible outcomes that can be 
reasonably expected in the forthcoming financial period. 

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  Black  Scholes  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. 

44

Annual report and consolidated financial statements for the financial year ended 31 May 2023 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 2023 (continued) 

1

Accounting policies (continued) 
(o)  Leased assets
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets 
acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired 
by  hire  purchase  are  depreciated  over  their  useful  lives.  Finance  leases  are  those  where  substantially  all  of  the 
benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in 
creditors  net  of  the  finance  charge  allocated  to  future  periods.  The  finance  element  of  the  rental  payment  is 
charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in 
each period.

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 

2023 
€ 

773,957 
(169,066) 
604,891 

412,507 
204,924 
98,431 
40,000 
18,095 
773,957 

2022 
€ 

1,150,229 
(317,889) 
832,340 

508,895 
425,395 
184,554 
29,500 
1,885 
1,150,229 

Of the above costs, a total of €169,066 (31 May 2022: €317,889) 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. €246,501 (31 
May 2022: €179,396) is charged to the Statement of profit or loss 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:

Wages and salaries 
Social insurance costs 

2023 
€ 

402,566 
9,941 
412,507 

2022 
€ 

486,176 
22,719 
508,895 

The  amount  of  wages,  salaries  and  related  costs  capitalised  as  intangible  assets  during  the  financial  year  was  
€138,276 (31 May 2022: €311,481). 

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 

2023 
6 
2 
8 

2022 
6 
2 
8 

45

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc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 2023 (continued) 

47

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 2023 and 31 May 2022. 

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 
€ 
22,220 
9,523 
9,523 
9,523 
9,523 
60,312 

Salary 
€ 
179,250 
114,851 
- 
- 
- 
294,101 

Share-based 
payment charge 
€ 
- 
- 
- 
- 
- 
- 

Pension 
contributions 
€ 
- 
- 
- 
- 
- 
- 

Total 
€ 
201,470 
124,374 
9,523 
9,523 
9,523 
354,413 

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  
Howard Bird 

Fees 
€ 
22,220 
9,523 
9,523 
9,523 
9,523 
60,312 

Salary 
€ 
179,250 
114,851 
- 
- 
- 
294,101 

Share-based 
payment charge 
€ 
- 
- 
- 
- 
- 
- 

Pension 
contributions 
€ 
- 
- 
- 
- 
- 
- 

Total 
€ 
201,470 
124,374 
9,523 
9,523 
9,523 
354,413 

3 Loss before taxation 

The 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: 

Auditor’s remuneration - Company
The analysis of the auditor’s remuneration is as follows:


Audit of financial statements

Audit of financial statements

2023 
€ 
18,095 

2022 
€ 
1,885 

40,000 

35,000 

35,000 

30,000 

Fees of €NIL (31 May 2022: €33,630 for tax advisory services) were paid to the group’s auditors for tax advisory and 
other non-audit services in respect of the current financial years. Included within the Group audit fee (above) is the 
amount incurred by the Company. 

46

Annual report and consolidated financial statements for the financial year ended 31 May 2023 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 2023 (continued) 

4 

Directors’ remuneration 

Aggregate emoluments paid to or receivable by Directors in respect of qualifying 
services 

2023 
€ 

2022 
€ 

354,413 

354,413 

During the year ended 31 May 2023 and 31 May 2022, one Director was a member of a defined contribution scheme 
but no amounts were paid and accordingly, no other disclosures are required by Section 305 of the Companies Act 
2014. 

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 (31 May 2022: €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: 

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 

2023 
€ 
(362,829) 

   12.5% 
(47,666) 

      - 
46,366 
- 
- 

2022 
€ 
(256,484) 

12.5% 
(32,061) 

- 
32,061 
- 
- 

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 €23,112,786 at 31 May 
2023 and €22,749,957 at 31 May 2022.

47

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc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 2023 (continued) 

49

6 Loss per share 

Loss for the financial year attributable to equity holders of the 
Company 

Basic loss 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 

Loss per ordinary share 

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

7  Subsidiaries 

2023 
€ 

2022 
€ 

(362,829) 

(256,484) 

No. of shares 

No. of shares 

39,262,880 
5,493,221 
44,756,101 

39,262,880 
- 
39,262,880 

43,671,058 

39,262,880 

(0.0083) 

(0.0065) 

Conroy Gold Longford-Down Limited 
Conroy Gold Clontibret Limited 
Conroy Gold Armagh Limited 
Armagh Gold Limited 
Conroy Gold Limited 

% Owned 

Class 

100%  Ordinary 
100%  Ordinary 
100%  Ordinary 
100%  Ordinary 
100%  Ordinary 

31 May 
2023 
€ 

9,116,823 
5,766,901 
3,719,357 
3 
1 
18,603,085 

31 May 
2022 
€ 

9,034,144 
5,703,992 
3,685,208 
3 
1 
18,423,348 

The Company holds 2 ordinary shares of €0.30 each in Conroy Gold Limited. 

The registered office of the above subsidiaries is 3300 Lake Drive, Citywest Business Campus, Dublin 24, D24 TD21, 
Ireland. 

48

Annual report and consolidated financial statements for the financial year ended 31 May 2023 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 2023 (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



At 31 May 

Company: Cost 




At 1 June  
Expenditure during the financial year 
License and appraisal costs
Other operating expenses
Transfer of intangible assets to subsidiaries 
Sale of intangible assets to subsidiaries 
Transfer of current year costs to subsidiaries 

At 31 May 

31 May 2023 
€ 
23,888,833 

1,795,401 
647,683 
26,331,917 

31 May 2023 
€ 
3,421,364 

68,724 
161,509 
-
-
-
3,651,597 

31 May 2022 
€ 
22,988,974 

30,986 
868,873 
23,888,833 

31 May 2022 
€ 
22,469,838 

30,986 
523,623 
(18,423,344)
(1,000,000)
(179,739)
3,421,364 

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  Irish  licenses  in  relation  to  Clontibret,  Longford  Down  and  Armagh  were  transferred  to  the  three  new 
subsidiaries in the prior year. See Note 7. All prior costs capitalised in line with IFRS 6 as above, in relation to these 
three licenses, were transferred to the subsidiaries where the licenses are now held. Costs incurred in the current 
year in relation to the licenses held by the companies either were or will be recharged to the subsidiaries. 

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 17 for details of further work commitments. 

49

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc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 2023 (continued) 

51

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  




Transfer of intangible assets to 
subsidiaries 
Sale of intangible assets to subsidiaries 
Transfer of current year costs to 
subsidiaries 

At 31 May 

Company: Finland 
Cost 

At 1 June  
Expenditure during the financial year 
License and appraisal costs 
Other operating expenses  



At 31 May 

50

31 May 
2023 
€ 
21,086,461 

1,794,850 
622,324 
23,503,635 

31 May 
2023 
€ 
2,802,372 

550 
25,360 
2,828,282 

31 May  
2023 
€ 
618,992 

68,174 
136,149 

31 May 
2022 
€ 
20,506,725 

28,752 
550,984 
21,086,461 

31 May 
2022 
€ 
2,482,249 

2,234 
317,889 
2,802,372 

31 May  
2022 
€ 
19,987,589 

28,752 
205,734 

- 
- 

(18,423,344) 
(1,000,000) 

- 
823,315 

31 May 
2023 
€ 
2,802,372 

550 
25,360 
2,828,282 

(179,739) 
618,992 

31 May 
2022 
€ 
2,482,249 

2,234 
317,889 
2,802,372 

Annual report and consolidated financial statements for the financial year ended 31 May 2023 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 2023 (continued) 

9  Property, plant and equipment 

In respect of the current financial year: 

Group 

Cost 
At 1 June 2022 
Additions 
At 31 May 2023 

Accumulated depreciation 
At 1 June 2022 
Charge for the financial year 
At 31 May 2023 

Motor Vehicles 
€ 

Plant & Office 
Equipment 
€ 

17,754 
62,452 
80,206 

17,754 
12,490 
30,244 

138,121 
39,757 
177,878 

130,532 
5,606 
136,138 

Total 
€ 

155,875 
102,209 
258,084 

148,286 
18,095 
166,381 

Carrying amount at 31 May 2023 

49,962 

41,740 

91,703 

Company 

Cost 
At 1 June 2022 
Additions 
At 31 May 2023 

Accumulated depreciation 
At 1 June 2022 
Charge for the financial year 
At 31 May 2023 

Motor Vehicles 
€ 

Plant & Office 
Equipment 
€ 

17,754 
62,452 
80,206 

17,754 
12,490 
30,244 

138,121 
30,086 
168,207 

130,532 
4,639 
135,171 

Total 
€ 

155,875 
92,538 
248,413 

148,286 
17,129 
165,415 

Carrying amount at 31 May 2023 

49,962 

33,036 

82,998 

The net book value of assets held under finance leases or hire purchase contracts, included above are as follows: 

Group and Company 

Motor vehicles 

2023 
€ 
49,962 

2022 
€ 
-

51

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy 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 2023 (continued) 

9  Property, plant and equipment (continued) 
In respect of the previous financial year: 

Group and Company 

Cost 
At 1 June 2021 
Additions 
At 31 May 2022 

Accumulated depreciation 
At 1 June 2021 
Charge for the financial year 
At 31 May 2022 

Motor Vehicles 
€ 

Plant & Office 
Equipment 
€ 

17,754 
- 
17,754 

17,754 
- 
17,754 

138,121 
- 
138,121 

128,647 
1,885 
130,532 

Total 
€ 

155,875 
- 
155,875 

146,401 
1,885 
148,286 

Carrying amount at 31 May 2022 

- 

7,589 

7,589 

10  Other receivables 

Group 

Amount owed by Karelian Diamond Resources P.L.C. 
Other receivables 
VAT receivable 

  Company 

Amounts owed from Conroy Gold Limited 
Amount due from Karelian Diamond Resources P.L.C. 
Vat receivable 
Amounts owed from Conroy Gold Clontibret Limited 
Amounts owed from Conroy Gold Longford-Down Limited 
Other receivables 
Amounts owed from Conroy Gold Armagh Limited 

31 May 
2023 
€ 

4,993 
79,800 
40,027 
124,828 

31 May 
2023 
€ 

523,380 
5,023 
- 
37,162 
15,944 
77,915
5,182 
664,606

31 May 
2022 
€ 

199,806 
90,670 
138,853 
429,329 

31 May 
2022 
€ 

519,133 
199,806 
135,202 
107,596 
101,411 
90,790 
44,620 
1,198,558 

52

Annual report and consolidated financial statements for the financial year ended 31 May 2023 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 2023 (continued) 

10  Other receivables (continued) 

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  Financial assets 

Equity investment 
Convertible loan 

31 May 
2023 
€ 

143,943 
129,548 
273,491 

31 May 
2022 
€ 

- 
- 
- 

In  May  2023,  Karelian  Diamond  Resources  plc  reached  agreement  that  it  capitalises  an  amount  equivalent  to 
£125,000 of the amount owing to the Company be capitalised into 5,000,000 new ordinary shares of €0.00025 each 
in  the  capital  of  Karelian  Diamond  Resources  P.L.C.  at  a  price  of  2.5p  per  share.  A  further  amount  outstanding 
equivalent  to  £112,500  was  incorporated  into  a  convertible  loan  note  with  a  term  of  18  months  attracting  an 
interest rate of 5% per annum, payable on the redemption or conversion of the Loan Note.  The Loan Note can be 
converted at the option of the Company at a price equivalent to 5p per Share. 

12 Cash and cash equivalents 

Group 

Cash held in bank accounts 

Company 

Cash held in bank accounts 

31 May 
2023 
€ 

557,934 
557,934 

31 May 
2023 
€ 

53,136 
53,136 

31 May 
2022 
€ 

1,216,097 
1,216,097 

31 May 
2022 
€ 

964,997 
964,997 

53

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc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 2023 (continued) 

55

13   Current liabilities 

Trade and other payables 

Group 

Other creditors and accruals 
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 

Company 

Other creditors and accruals 
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 

31 May 
2023 
€ 
614,121

2,464,317 
164,675 

464,125 
- 
3,707,238

31 May 
2023 
€ 
265,167

2,464,317 
164,675 

464,125 
- 
3,358,284

31 May 
2022 
€ 
552,795 

2,368,045 
164,675 

507,345 
29,083 
3,621,943 

31 May 
2022 
€ 
433,701 

2,368,045 
164,675 

507,345 
29,083 
3,502,849 

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  and  Dr.  Sorċa  Conroy  have 
confirmed  that  they  will  not  seek  repayment  of  amounts  owed  to  them  by  the  Group  and  the  Company  of 
€3,046,692  (31  May  2022:  €3,069,148)  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.  

54

Annual report and consolidated financial statements for the financial year ended 31 May 2023 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 2023 (continued) 

13  Current liabilities (continued) 

Related party loans – Group and Company 

Related party loans 

Opening balance 1 June 
Closing balance 31 May 

31 May 
2023 
€ 
136,999 
136,999 

31 May 
2022 
€ 
136,999 
136,999 

The related party loans amounts relate to monies owed to Professor Richard Conroy amounting to  €101,999 (31 
May 2022: €101,999) and Séamus P. Fitzpatrick (former Director) amounting to €35,000 (31 May 2022: €35,000). 
The Directors and former Director have confirmed that they will not seek repayment of the remaining loan balances 
owed  to  them  by  the  Group  and  Company  at  31  May  2023  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).  

14      Non-current liabilities 
Warrant liabilities 
No new warrants were issued in the current year or in the prior year.  All warrants in issue at 31 May 2022 lapsed 
during the year.   

 As a result €257,070 was reflected in the financial statements as a reduction in the fair value of warrants. 

Convertible loan 
On 15 July 2019, the Company entered into an unsecured convertible loan agreement for €250,000 with Hard Metal 
Machine  Tools  Limited  (the  “Lender”).  This  loan  note  attracted  an  interest  rate  of  5%  and  was  convertible  into 
ordinary equity at a price of 7 pence sterling per share.  A further unsecured convertible loan note for €100,000 was 
issued on 30 October 2019 to the Lender and carried a similar interest rate and a conversion price of 6 pence sterling 
per share.   Both loan notes together with all accrued interest were converted into a total of 5,417,935 new ordinary 
shares in the capital of the company during the year ended 31 May 2023. 

Opening Balance  
Interest payable 
Converted during the year 

31 May 
2023 
€ 
388,219 
14,991 
(403,210) 
- 

31 May 
2022 
€ 
378,080 
10,139 
- 
388,219 

55

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy 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 2023 (continued) 

15 

Non-controlling interests 
Convertible shares 
Under the terms of the joint venture and related agreements entered into between the Company and Demir Export 
on 31 December 2021, in return for fulfilling funding and other obligations as set out in the agreements, Demir 
Export  will  earn  an  equity  interest  in  the  following  wholly  owned  subsidiaries  of  the  Company:  Conroy  Gold 
(Clontibret) Limited, Conroy Gold (Longford Down) Limited and Conroy Gold (Armagh) Limited. The investment by 
Demir Export is effected by the issuance of convertible shares in each subsidiary company which have no voting or 
participation rights. 

When all of the conditions (including, inter-alia a minimum of €5.5 million in cash investment) in relation to the 
first phase of the joint venture operation (Phase 1) have been fulfilled, the convertible shares will be converted 
into ordinary shares in each subsidiary company such that Demir Export will hold a 25% ordinary equity interest in 
each company. Demir Export can earn further equity in each subsidiary company by meeting the commitments set 
down in Phases 2 and 3 of the joint venture. 

At 31 May 2023, Demir Export had invested €3,707,218 in the subsidiary companies with convertible shares issued 
for the first €2,557,218 of this investment and the balance to be issued post year end in line with the agreement. 
This amount is recorded as a non-controlling interest at the year end. Post year end this investment has increased 
to in excess of €4,500,000. 

The joint venture agreements provide that in certain limited circumstances, Demir Export will be entitled to a net 
smelter royalty in the licences, capped at the level of investment made, in lieu of their convertible shares should it 
exit or terminate its involvement in the joint venture during the current Phase 1 stage. 

Conroy Gold Clontibret Limited  
Conroy Gold Longford Down Limited 
Conroy Gold Armagh Limited 

16 

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 
2023 
€ 
2,577,000 
495,100 
635,118 
3,707,218 

31 May 
2023 
€ 
11,995,569 
6,135,597 
4,368,834 
22,500,000 

31 May 
2022 
€ 
1,206,899 
100,000 
100,000 
1,406,899 

31 May 
2022 
€ 
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. 

56

Annual report and consolidated financial statements for the financial year ended 31 May 2023 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 2023 (continued) 

16  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 
€ 

Start of financial year 
Share issue 

39,262,880 
5,493,221 

End of financial year 

44,756,101 

39,263 
5,493 

44,756 

Capital 
conversion 
reserve fund 
€ 

Called up 
deferred share 
capital 
€ 

30,617 

10,504,431 

Share premium 
€ 

15,256,556 
442,249 

30,617 

10,504,431 

15,698,805 

(a) On 7 July 2022 the Company converted a loan amounting to £258,534 into 3,693,346 ordinary

shares of €0.001 in the capital of the company at a price of £0.07 per share.

(b) On 17 August 2022 the Company raised €21,472 by the issue of 75,286 ordinary shares of €0.001
in the capital of the company to former director Mr C David Wathen at a price of £0.24 per share.

(c) On 27 October 2022 the company converted a loan amounting to £103,475 into 1,724,589
ordinary shares of €0.001 in the capital of the company at a price of £0.06 per share.

 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 

39,262,880 

End of financial year 

39,262,880 

39,263 

39,263 

30,617 

10,504,431 

15,256,556 

30,617 

10,504,431 

15,256,556 

Warrants: There were no warrants outstanding as all warrants over shares in the company lapsed during the year. 
At 31 May 2022, there were warrants in issue over 10,793,116 shares exercisable at prices from £0.035 to €4.33 per 
share with various exercise dates up to 15 February 2023.

Share Price: The share price at 31 May 2023 was £0.1675 (31 May 2022: £0.3050). During the financial year, the 
price ranged from £0.1275 to £0.3150 (31 May 2022: from £0.1963 to £0.4350).  

57

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy 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 2023 (continued) 

17 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 2023, the Group had work commitments of €98,965 (31 May 2022: €328,055) for year to 31 May 2024, 
in respect of these prospecting licences held. These commitments will be funded by Demir Export A.S., the JV partner 
on Longford Down Massif as per the agreed terms of the JV agreement. 

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 2023 (31 May 2022: €Nil) 

18

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 2023, the Company incurred costs totalling €46,179 (31 May 2022:
€100,313) 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 
 Rent and rates 
 Other operating expenses 

 2023 
€ 

25,558 
10,146 
10,475 
46,179 

2022 
€ 

72,469 
15,850 
11,994 
100,313 

58

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc60

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 2023 (continued) 

18 Related party transactions (continued) 

(c) At 31 May 2023 the company recorded a receivable of €5,023 from Karelian Diamond Resources P.L.C. (31 May 
2022:  €199,806).  Amounts  owed  by  Karelian  Diamond  Resources  P.L.C.  are  included  within  trade  and  other 
receivables during the current year.  During the financial year ended 31 May 2023, the Company paid €32,500 to 
(31 May 2022: €70,000 received from) Karelian Diamond Resources P.L.C.
(d) During  the  financial  year  ended  31  May  2023,  the  Company  charged  €46,179  (31  May  2022:  €100,313)  to 
Karelian Diamond Resources P.L.C. in respect of the allocation of certain costs as detailed in Note 17(b) above.  In 
May 2023, the Company converted amounts owing to it equivalent to €143,943 (£125,000) into ordinary equity as 
detailed in Note 11 and a further €129,549 (£112,500) into a convertible loan instrument as detailed in Note 11.

(e) At 31 May 2023, Conroy Gold Limited owed €523,380 (31 May 2022: €519,133) to the Company.

(f) At 31 May 2023, the Company was owed €13,933 (31 May 2022: €13,933) 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  €37,535  (31  May 
2022: €35,885) is owed by Conroy P.L.C., a company in which Professor Richard Conroy has a controlling interest. 
Amounts totalling €3,076 (31 May 2022: €3,076) 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.

(g) At 31 May 2023, the Company was owed €37,162 (31 May 2022: €107,596) by Conroy Gold Clontibret Limited,
€15,944 (31 May 2022:€ 101,412) by Conroy Gold Longford-Down Limited and €5,182 (31 May 2022:€Nil) by Conroy 
Gold Armagh Limited. These balances relate to administration expenses that are recharged to the subsidiaries from 
the Company as per the agreements with the companies.

(h) Key  management  personnel  are  considered  to  be  the  Board  of  Directors  and  other  key  management.    The 
compensation of all key management personnel during the year was €440,663 (31 May 2022: €400,413).  Further 
analysis of remuneration for each Director of the Company is set out in note 2.

(i) Professor  Garth  Earls  invoiced  the  Group  for  €11,320  (31  May  2022:  €9,785)  during  the  financial  year  for 
professional  services rendered  to  the Group. At  31 May  2023,  Professor  Garth  Earls was owed  €37,426  (31 May 
2022: €33,331) in respect of these services and services to the company as director. Brendan McMorrow invoiced 
the Group for €23,750 (31 May 2022: €14,725) during the financial year for professional services rendered to the 
Group. At 31 May 2023, Brendan McMorrow was owed €29,961 (31 May 2022: €26,189) in respect of these services 
and services to the company as director.

(j) During the year the Company converted two unsecured Convertible Loan Notes held by Hard Metal Machine 
Tools Limited (the "Lender") into ordinary shares in the company as detailed in Note 14.  The Lender is a company 
99% owned by Phillip Hannigan, a substantial shareholder in the Company

59

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc61

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 2023 (continued) 

19    Share-based payments 

 The Company has an equity-settled share-based payment arrangement with non-market performance conditions.  
At 31 May 2023, there were no share options outstanding (31 May 2022: €Nil). 

Warrants  granted  generally  have  a  vesting  period  of  two  years.  Details  of  the  warrants  outstanding  during  the 
financial year are below. 

2023 
No. of share 
warrants 

At 1 June 
Lapsed  during  the  financial  year 
(Note 15) 
At 31 May 

10,793,116 

(10,793,116) 
- 

2023 
Weighted 
average exercise 
price 
€ 
0.646 

- 
- 

2022 
No. of share 
warrants 

10,793,116 

- 
10,793,116 

2022 
Weighted 
average exercise 
price 
€ 
0.646 

- 
0.646 

During the year ended 31 May 2023, 10,793,116 warrants lapsed (31 May 2022: no warrants lapsed). 

As a result of the warrants lapsing during the year, the fair value of sterling based warrants at the year end was NIL
(31 May 2022: €257,050) and accordingly €257,050 was credited to the statement of profit or loss as a movement 
in the fair value of warrants. 

The Company estimated the fair value of warrants using the Black Scholes Model. The determination of the fair 
value of the warrants on the date of grant using the Black Scholes 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 share price volatility, the risk-free interest rate and the expected dividends. 

The following key input assumptions were used to calculate the fair value of the sterling based warrants: 

Dividend yield 
Share price volatility 
Risk free interest rate 
Expected life (in years) 

2023 
Warrants 
N/A 
N/A 
N/A 
N/A 

2022 
Warrants 
0% 
79% 
1.24% 
2 

60

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc62

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 2023 (continued) 

20  Financial instruments 

Financial risk management objectives, policies and processes 
The Group has exposure to the following risks from its use of financial instruments: 
(a)
(b)
(c)
(d)
(e) Credit risk.

Inflation;
Interest rate risk;
Foreign currency risk;
Liquidity risk; and

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 2023 or 31 May 2022 and no sensitivity analysis has been performed. 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 2023 and 31 May 2022, the Group did not utilise 
foreign currency forward contracts or other derivatives to manage foreign currency risk. 

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 2023: 

Cash and cash equivalents 
Trade and other payables 
Other receivables 
Amount due from related party 
Related party loans 
Total exposure 

Sterling exposure 
denominated in € 
3,082 
(50,930) 
-
- 
-
(47,848) 

Not at risk 
€ 
554,852 
(3,656,308) 
394,736
4,993
(136,999)
(2,838,726) 

Total 
€ 
557,934 
(3,707,238) 
394,736 
4,993 
(136,999) 
(2,886,574) 

61

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc63

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 2023 (continued) 

20 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 2022: 

Cash and cash equivalents 
Convertible loans 
Trade and other payables 
Other receivables 
Amount due from related party 
Related party loans 
Total exposure 

Sterling exposure 
denominated in € 
63,602 
(388,219) 
 (49,222) 
- 
- 
- 
(373,839) 

Not at risk   
€ 
1,152,495 
- 
(3,572,721) 
229,523 
199,806 
(136,999) 
(2,127,896) 

Total  
€ 
1,216,097 
(388,219) 
(3,621,943) 
229,523 
199,806 
(136,999) 
(2,501,735) 

The following are the significant exchange rates that applied against €1 during the financial year: 

GBP 

Average rate 
2023 
0.869 

Average rate 
2022 
0.844 

Spot rate 
31 May  
2023 
0.865 

Spot rate 
31 May  
2022 
0.852 

Sensitivity analysis 
A 10% strengthening of Euro against Sterling, based on outstanding financial assets and liabilities at 31 May 2023 
would have decreased the reported loss by €33,985 (31 May 2022: decreased the reported loss by €37,384) 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.  

Contractual maturities of financial liabilities as at 31 May 2023 were as follows: 

Item 

Trade and other 
payables (including 
related party loans) 

Carrying 
amount € 

Contractual 
cash flows € 

6 months 
or less € 

6 -12 
months € 

1-2 years  
€ 

2-5 years  
€ 

3,707,238 

3,707,238 

431,280* 

3,275,958 

3,707,238 

3,707,237 

431,280 

3,275,958 

- 

- 

- 

- 

62

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
64

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 2023 (continued) 

20 Financial instruments (continued) 

Financial risk management objectives, policies and processes (continued) 
(d) Liquidity risk (continued)
Contractual maturities of financial liabilities as at 31 May 2022 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
€ 

3,621,943 

3,621,943 

552,795*  3,069,148** 

- 

-

388,219 

402,500 

- 

- 

-  388,219*** 

4,010,162 

4,024,443 

552,795  3,069,148** 

-

388,219***

*The amount of €431,280 (31 May 2022: €552,795) 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 and Dr. Sorċa Conroy have con-
firmed that they will not seek repayment of amounts owed to them by the Group and the Company of €3,046,692
(31 May 2022: €3,069,148) 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 (31 
May 2022: €101,999) and  Séamus P. Fitzpatrick (former Director) amounting to €35,000 (31 May 2022: €35,000) . 

***More information regarding the convertible loans is detailed in Note 14. 

The Group had cash and cash equivalents of €557,934 at 31 May 2023 (31 May 2022: €1,216,097). 

(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,  amount  owed  by  related  party  and  other 
receivables is not recovered. Group deposits are placed only with banks with appropriate credit ratings. 

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit 
risk at 31 May 2023 and 31 May 2022 was: 

Cash and cash equivalents 
Amount owed by Karelian Diamond Resources Plc 
Other receivables 

31 May 
2023 
€ 
557,934 
5,023 
209,358 
772,285 

31 May 
2022 
€ 
1,216,097 
199,806 
90,670 
1,506,573 

The Group’s cash and cash equivalents are held at AIB Bank which has a credit rating of “BBB+” (31 May 2022: BBB+)
as determined by  Fitch, and Bank of Ireland which a credit rating of “F2’’ (31 May 2022: BBB+) as determined by
Fitch.

63

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc65

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 2023 (continued) 

20 Financial instruments (continued) 

Financial risk management objectives, policies and processes (continued) 
(e) Credit risk (continued)
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 2023 and 31 May 2022, all cash is
accessible on demand and held with counterparties with a credit rating of BBB+ or higher. Having considered the
credit  rating  of  the  counterparties  and  the  outstanding  balances,  management  have  determined  that  for  both
financial years presented, the amount of ECL is immaterial.

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. 

(f) Fair values versus carrying amounts
Due to the short-term nature of the Group’s current financial assets and liabilities held at amortised cost at 31 May
2023 and 31 May 2022, 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. 

The capital structure of the Group consists of equity of the Group (refer to the statement of changes in equity and 
Note 16). The Group is not subject to any externally imposed capital requirements. 

64

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc66

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 2023 (continued) 

21     Post balance sheet events 

Post year end, the Company announced on 20th June that it had completed a fundraising of £400,000 through the 
issue  of  2,962,962  ordinary  shares  in  order  to  increase  the  company’s  exploration  capacity  and  strengthen  its 
working capital position.  Each share carries a warrant to subscribe for one new Ordinary Share at a price of 22.5 
pence per Ordinary Share exercisable at any point up to 13 June 2026. 

In announcements on 5th June 2023, 13th July 2023, 4th September 2023, 13th September 2023 and 22 November 
2023 the Company announced detail of results and progress from the exploration programme being carried out in
conjunction with the Company’s joint venture partner Demir Export AS. 

There were no further material events after the reporting year requiring adjustment to or disclosure in these audited 
consolidated and company’s financial statements. 

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

These audited consolidated financial statements were approved by the Board of Directors on  27 November 2023  
and authorised for issue on 29 November 2023. A  copy  of 
statements 
Company’s  website  www.conroygold.com  and  will  be  available  from  the 
will 
Company’s  registered  office  at  3300  Lake  Drive, Citywest Business Campus, Dublin 24, D24 TD21, Ireland.  

the  audited 

consolidated 

available 

financial 

the 

on 

be 

65

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc67

Annual report and consolidated financial statements for the financial year ended 31 May 2023 Conroy Gold and Natural Resources Plc68

Annual report and consolidated financial statements for the financial year ended 31 May 2023Conroy Gold and Natural Resources Plc