Annual Report and Consolidated
Financial Statements 2024
Contents
2
Chairman’s Statement
5
Professor Richard Conroy
- an appreciation
8
Company Information
9
Board of Directors
11
Directors’ Report
20
Independent Auditor’s
Report
31
Statement of profit or loss
32
Statement of
comprehensive income
33
Statement of
financial position
37
Statement of
changes in equity
39
Statement of cash flows
41
Notes to and forming part
of the financial statements
1
Annual Report and Financial Statements 2024 Karelian Diamond Resources Plc
2
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
John Sherman
Chairman
Dear Shareholder,
I write to present
your Company’s Annual
Report and Consolidated
Financial Statements for
the year ended 31 May 2024.
I do so with sadness, as
Professor Richard Conroy,
the Company’s founder
and Executive Chairman,
passed away last month
following a short illness.
Conroy Gold team viewing drillcore.
Professor Conroy had a vision that
Ireland would become a world leader
in exploration and mining. Following
his leadership in developing a major
zinc mine in Galmoy, he turned to gold,
where he believed Ireland had significant
potential for economic scale ore bodies.
He founded your Company, rooted in
the knowledge of gold evidenced at a
historic antimony mine at Clontibret, to
capitalise on this opportunity. He leaves
your Company with a strong foundation
for success from this belief with the Discs
of Gold project.
The Company’s exploration project,
with its world class gold potential in
the Longford – Down Massif across
Ireland and Northern Ireland, has now
been named the Discs of Gold Project.
The name refers to the two gold
“Sun Discs” found in Tydavnet, Co.
Monaghan, adjacent to the Company’s
licence area. These magnificent gold
ornaments date from circa 4,000
years ago and are part of the National
Museums of Ireland’s collection.
Gold “Sun Discs” (2200-2000 BC) discovered in County Monaghan.
The Discs of Gold Project is defined
by two parallel district scale gold trends
(the Orlock Bridge and Skullmartin
trends) extending over 90km and
anchored by the Clontibret gold deposit.
The Clontibret target area contains a
currently defined 517,000oz at 2g/t Au
(2017 Indicated & Inferred Resource),
which remains open in all directions.
Gold occurs in multiple environments in
the Discs of Gold license area, suggesting
multiple hydrothermal events,
including free gold, refractory gold in
arsenopyrite and gold associated with
pyrite and antimony. There are thus
clear geological analogies between
the Discs of Gold targets and large
gold deposits in Southeastern Australia
(e.g. Agnico Eagle’s 10Moz Au Fosterville
deposit) and Atlantic Canada (e.g. St
Barbara’s Atlantic operations (~ 2Moz
Au), Calibre Mining’s Valentine Lake
deposit (5Moz+ Au, Measured,
Indicated and Inferred) and New Found
Gold’s Queensway project).
Chairman’s Statement
3
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy and Demir Export representatives on drilling site visit.
The Company has established a
dominant land position of over 1,000
km2 (with licences 100% held) over
the Orlock Bridge and Skullmartin
gold trends. Eight exploration targets
have been identified to date, five of
which have proven gold in bedrock
through drilling.
The Clontibret to Clay Lake prospect,
a 7km zone of the Orlock Bridge trend,
represents a particularly attractive
growth area. Broad zones of stockwork
and shear zone hosted mineralisation
has been discovered along the Orlock
Bridge Fault corridor in both prospects,
including intersections of 95m @ 1.0g/t
Au (Clontibret) and 100m @ 0.6g/t
Au (Clay Lake), with negligible drill
testing of the geochemical anomalism
in between. Gold occurs in the area
in multiple environments, suggesting
multiple hydrothermal events,
including free gold in veins, refractory
gold in arsenopyrite, and refractory
gold in antimony.
Clontibret is centred on a historic
antimony mine. The antimony
mineralisation represents a value lever
yet to be incorporated into Discs of
Gold project economics. Antimony (Sb)
is now classified as a critical metal by
many countries, including the USA,
UK and EU. Its price has hit record
highs this year reflecting increased
demand relative to a constrained supply.
The ongoing work to upgrade the
Company’s geological mode includes
a focus on the antimony mineralisation,
controls and its potential contribution
to project economics.
Work programmes have been established
to build a robust geological model,
identify controls to mineralisation,
progress and advance each target
and realize the full growth potential
of this emerging district. New
partnerships models are being
considered by the Company to advance
this growth potential of the Discs of
Gold Project, including the potential
for the development of one, or more,
gold mines along the district gold trends
which the Company has discovered.
Ireland is a favourable mining
jurisdiction with an attractive fiscal
framework. It is No. 1 for Policy
Perception Index (Fraser Institute 2021).
There is a significant mining history
with currently active mines, excellent
road and power infrastructure and
access to experienced, in-country
technical services. The licencing
system provides security of tenure
through to the exclusive right to apply
for a mining licence. Furthermore,
there is an attractive fiscal framework
with a corporation tax rate of 25%
and a competitive royalty system.
Corporate Update
The financial year ended 31 May 2024
was marked by the important corporate
developments that impacted the Board
of Directors and the ending of the
partnership with Demir Export A.Ş,
initially established in 2022.
I was appointed to the Board and
elected Deputy Chairman in January
and subsequently appointed as
Chairman on 4 November 2024. My
background includes over twenty-five
years of public markets experience as
an equity analyst at JP Morgan Securities
(New York) and with T. Rowe Price
Group (London and Baltimore). Two
further appointments were made in
May to strengthen the Board:
■ Cathal Jones, as Finance Director,
has over fifteen years corporate
experience with big 4 accounting
firms and a further nine years senior
executive experience in both oil
and gas and mineral exploration
and development.
■ Marian Moroney, a recognised
and accomplished leader in the
exploration and mining industry
with over thirty years’ experience
in exploration, mining, strategic
planning, governance, identifying
new business opportunities, joint
venture management and oversight,
and mergers and acquisitions.
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Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
On 29 April 2024, the Company
entered into a binding agreement
with Demir Export A.Ş. (“Demir Export”),
the Company’s Joint Venture Partner
that resulted in Demir Export exiting
their Joint Venture (“JV”) Framework
Agreement with a net smelter royalty
(“NSR”). Demir Export expended a
total of €5,657,671 across the licences
covered by the JV since the JV became
unconditional on 31 March 2022.
Under the terms of the NSR Agreement,
with effect from commercial production,
a net smelter return, at a rate of 2%,
will be paid to Demir Export calculated
on the sales of minerals. The maximum
aggregate amount payable shall be
capped at the amount of the total
investment by Demir Export and does
not accrue interest. The Company
retains 100% ownership of the
exploration licenses.
I would like to express my appreciation
for the contribution which Demir Export
has made in conjunction with Conroy
Gold to the continued success of the
Company’s exploration programme,
and its potential for gold deposits with
high tonnage and overall gold content.
Structural logging of Clontibret drillcore.
As part of the work programme noted
above, the Conroy Gold geological
team has subsequently initiated a
re-logging program covering over
30,000m of drill core to extract
more comprehensive and consistent
information. The ongoing learnings from
this effort will inform our choices for
the next cycle of major investment in
the project, including in the context of
potential joint venture partnerships.
Environmental, Social
and Governance Issues
Environmental, Social and Governance
issues are of crucial importance at all
stages of mining. This is particularly
the case as we move towards mining
development. The Company places
great emphasis on Environmental,
Social and Governance issues. The
Company is committed to high
standards of corporate governance
and integrity in all of its activities and
operations including rigorous health
and safety compliance, environmental
consciousness and the promotion of
a culture of good ethical values and
behaviour.
The Company conducts its business
with integrity, honesty and fairness
and requires its partners, contractors
and suppliers to meet similar ethical
standards. Individual staff members
must ensure that they apply and
maintain these standards in all
their actions.
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 2024 was €585,920
(year ended 31 May 2023: €362,829).
As at 31 May 2024, the Group had
cash reserves of €143,532 (year ended
31 May 2023: €557,934) and net assets
of €20,740,573 (year ended 31 May
2023: €19,807,318).
On 9 October 2024, the Company
raised €411,495 (£344,635) through
the issue of 7,255,482 new ordinary
shares of €0.001 in the capital of the
company at a price of £0.0475 per share.
Directors and Staff
I would like to express my deepest
appreciation for the support and
dedication of the Directors, including
my fellow new directors, staff and
consultants which has made possible
the continued progress and success
which the Company has achieved
during the year.
John Sherman
Chairman
27 November 2024
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Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Professor Richard Conroy
(1933-2024) – Former
Chief Executive and
Chairman of the Board
of Directors
Professor Richard T. W. L. Conroy,
who died on the 14th October
2024, was a proud Irishman
whose life in all its forms was an
inspiration to all, especially those
close to him and those who will
remember him for his devotion to
family, his great faith and enduring
courtesy, and for his work in
public office, medicine, education
and natural resources exploration
and development.
His was a long and productive
life exemplified by his many
undertakings and achievements.
He leaves a rich legacy not least
amongst those who loved and admired
him as family, neighbours, colleagues,
and all who enjoyed his friendship,
and amongst those dedicated colleagues
and associates inspired by his incredible
intellect, energy and passion.
Born in Birmingham in 1933, Richard
returned to Ireland at age 5, prior
to the demise of his father, himself
a Professor of Spanish.
A gentleman, entrepreneur,
businessman, diplomat and politician,
Richard was deeply devoted to his
family, and generous in contributing
his deep knowledge, experience, and
expertise to a wide range of disciplines
across the many and varied fields in
which he was successful. Qualified as
a medical doctor, his pioneering work
on the study of Circadian Rhythms
gained him his PhD. In 1969 he was
appointed Professor of Physiology at the
Royal College of Surgeons in Ireland –
one of the youngest ever professional
appointments in the British Isles, and a
post he held until his retirement in 1998.
A Founder Fellow of the Faculty
of Occupational Medicine and an
eundem Fellow of the Royal College of
Physicians of Ireland, Richard brought
his business acumen to the fore as
Chairman of Tallaght Hospital Board,
successfully overseeing its construction
and commissioning, under budget
and on time.
A proud Irishman and member of
Fianna Fail, he was elected a member
of Seanad Eireann on two separate
occasions (1977-1981 & 1989-1993)
holding posts as Government spokesman
in the Upper House on Industry and
Commerce, Foreign Affairs, and
Northern Ireland. In local government,
he served as a member of Dublin County
Council for Ballybrack (1991-1994)
and Dún Laoghaire-Rathdown County
Council (1994-1999) holding the position
of ‘Cathaoirleach’ (Chairman). Until his
death, Richard also represented Ireland
as member of the Executive Council
and Chairman of the Irish group on the
Trilateral Commission – a body founded
in 1973 to foster closer cooperation
between Western Europe, Japan,
and North America.
A champion of the Irish natural
resource sector, Richard’s fascination
with the world of geology, the process
of exploration, the joy of discovery,
and his unswerving drive to prove
that Ireland is indeed a nation ‘rich in
natural resources’ together combined to
find expression in a way that younger
generations now working in the sector
may well reflect upon with admiration.
With Dr Des Conroy and Geoffrey Keating of
Conroy Petroleum and Natural Resources.
His activities in the natural resource
sector began with the establishment of
Trans-International Oil Exploration Ltd
in 1975 – a venture that later merged
with Aran Energy and was subsequently
acquired by Statoil in 1979.
Enough to light the flame that was to
inspire him throughout his commercial
life, Richard founded Conroy Petroleum
and Natural Resources in 1980 which,
only six years later, went on to discover
the Galmoy, Co. Kilkenny zinc and lead
deposit.
Critical for the revival of the minerals
industry in Ireland - it being the first
commercial discovery since the Navan
mine in 1970 - Richard brought Galmoy
from a greenfield discovery through
feasibility studies, the environmental
impact phase, and the permitting
process. This vital work led to the
emergence of Galmoy as an operating
mine, generating over 200 jobs within
the local area, 300 additional jobs in
the wider economy, and a contribution
to the State of €65m in royalties, taxes,
and rates. (Significant in this context
was the discovery along trend in 1990
of the adjacent Lisheen deposit)
Early board of Conroy Diamonds and Gold P.L.C.
Professor Richard Conroy – an Appreciation
6
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Before moving into gold exploration
with the setting up of Conroy Diamonds
and Gold, Richard’s appetite for
exploration had been whetted by the
success of Stoneboy consortium whose
discovery of the Pogo gold deposit in
Alaska transformed into a world-class
gold mine that is still in production.
With Conroy Diamonds and Gold
formed, Richard turned his focus towards
Clontibret in Co. Monaghan, inspired by
his memory as a young man of a gold
discovery made there in 1956, down
what was an old Antimony mine.
Virtually in parallel, his knowledge of
Finland, the story of a diamond found in
till in Eastern Finland, and his awareness
that significant diamond deposits existed
across the border in Russia, together
led Richard and Conroy Diamonds and
Gold to conduct a diamond exploration
programme in that country.
One of the first foreign companies
granted an exploration licence after
Finland had opened its doors to foreign
investment, in order to facilitate this and
other plans he had in mind, Karelian
Diamond Resources was formed while
Conroy Diamonds and Gold evolved into
the more appropriately named Conroy
Gold and Natural Resources. Pursuing
his belief - triggered by his memory of
gold found there in an old Antimony
mine – Richard steered Conroy Gold and
Natural Resources towards Clontibret
where - through an extensive exploration
programme - a 517,00- ounce Au JORC
Resource, open in all directions, has
been defined there in the heart of what
later proved to be the highly-prospective
Longford-Down Massif.
Fervent in his belief that Ireland was an
emerging gold province with significant
potential for economic scale ore bodies,
Richard’s inquisitive mind led him to
explore the wider potential of the region,
a pursuit in which two district scale gold
trends were discovered: the Orlock and
Skullmartin discoveries with a combined
surface gold anomalism of 90kms. This
systematic approach to exploration
recently led to the discovery of visible
123.0 g/t Au (native) gold in outcrop.
In Finland, his leadership at Karelian
Diamond Resources has moved the dial
forward from a belief that diamonds
may exist there to the discovery of a new
emerging kimberlite province in that
country’s Kuhmo region.
On site with the team in Finland.
There, the Company has discovered the
Riihivaara kimberlite and established the
Seitaperä kimberlite pipe as the largest
(6.9Ha) kimberlite in Finland. In addition,
the Company has discovered a green
diamond in till and identified a series of
significant regional kimberlitic indicator
mineral anomalies.
Reviewing core with Mrs Mary Claire Ward and Dr. Sorċa Conroy.
Of special interest is the Lahtojoki
diamond deposit acquired by the
Company – now at an advanced stage
of being granted a mining permit to
proceed with development. A key
feature of the Lahtojoki diamond deposit
highlighted by Richard is the significant
percentage of coloured (pink) diamonds
believed to be present there which, upon
recovery, would create at Lahtojoki the
first diamond mine in the EU. Richard’s
vision always was the discovery of world
class deposits that could be proven
economic through development into
mines: a vision he demonstrated at
Galmoy and Pogo, and currently in
the development of Clontibret and at
Lahtojoki.
Ever focused as he was, he had an
amazing eye for detail, a naturally
inquisitive mind, and an ability to look at
things just slightly differently, manifest
in the number of successes he has seen,
and in his contention that a ‘little bit of
luck’ is very often the vital element that
every successful explorer needs.
7
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
General meeting of Conroy Gold and Natural Resources P.L.C.
Intrigued by that thought, and by the
story of the discovery in 1816 of a
diamond in Co. Fermanagh known as
‘The Brookeborough Diamond’, another
major chapter in the life of Professor
Richard Conroy has opened which,
at his death, was coming to fruition.
Code named the Fermanagh Ni-Cu-
PGE project, it represents yet another
example of the genius that Richard
brought to his various undertakings.
With the knowledge in the mid-1990s of
the discovery in Fermanagh - revealing
potential kimberlite indicator minerals –
Richard felt that further investigation was
warranted, particularly in conjunction
with the TELLUS airborne geophysical
data.
From Medicine to Mining, Richard has left a rich and
enduring legacy. Those close to him will be sustained by the
memory of an exceedingly kind and courteous gentleman
and a man of great faith; a loving family man devoted to his
late wife Pamela, and to his daughters Deirdre and Sorċa,
Maureen, his grandchildren, sons-in-law and their loved ones
all. May he Rest in Peace.
Ní bheidh a leithéid arís ann, ar dheis Dé go raibh a anam
dilis.
As the world class Nickel discovery at
Voisey’s Bay in Canada would suggest,
diamond exploration can sometimes
lead to the discovery of Nickel-Copper-
PGE. Following positive results from
a stream sampling programme on
Karelian’s licences, the exploration
programme carried out by the Company
in Fermanagh led to an exciting new
development: revealed in a detailed
technical review was the potential for the
discovery in Northern Ireland of a major
Nickel, Copper, and Platinum Group
elements deposit.
Zinc mine at Galmoy.
Airborne Geophysical Survey
A steadfast and consistent voice in the
support and promotion of the Irish
exploration and mining industry, and the
attractiveness of Ireland as a destination
for inward investment, Richard was
a popular and familiar delegate and
exhibitor at leading industry-related
events. A steadfast supporter of the Irish
Association for Economic Geology, he
attended all major events, always willing
to provide sponsorship for activities -
one being the Prospectors Developers
Association Convention in Toronto.
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Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Directors
John Sherman*
(appointed as a director
10 January 2024)
Non-Executive Chairman
Maureen T.A. Jones
Managing Director*
Cathal Jones
(appointed 20 May 2024)
Finance Director*
Professor Garth Earls
Non-executive Director+§
Brendan McMorrow
Non-executive Director+§
Howard Bird
Non-executive Director*
Marian Moroney
(appointed 20 May 2024)
Non-executive Director*
* Member of the Executive Committee
+ Member of the Remuneration Committee
§ Member of the Audit Committee
Company registration
number
232059
Company secretary
Cathal Jones
Registered office
Shannon Airport House
Shannon Free Zone
Shannon
Co. Clare, V14E370
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
Statutory audit firm
Deloitte Ireland LLP
Chartered Accountants and Statutory
Audit Firm
6 Lapps Quay
Cork, T12 TA48
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
John Sherman
Chairman
Maureen T.A. Jones
Managing Director
Cathal Jones
Finance Director
Professor Garth Earls
Non-Executive
Director
Brendan McMorrow
Non-Executive
Director
Howard M. Bird
Non-Executive
Director
Marian Moroney
Non-Executive
Director
HPP Attorneys Ltd.
Bulevardi 1 A
FI-00100 Helsinki
Finland
Head office
Conroy Gold and Natural Resources
P.L.C.
Shannon Airport House
Shannon Free Zone
Shannon
Co. Clare, V14E370
Ireland
www.conroygold.com
Public relations
Hall Communications
1 Northumberland Road
Dublin 4, D04 F578
Ireland
Lothbury Financial Services
1st Floor, 17 St Swithins Lane
London, EC4N 8AL
United Kingdom
London Stock Exchange
AIM Market Symbol: CGNR
SEDOL: BZ4BW18
ISIN number: IE00BZ4BTZ13
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Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Board of Directors
John Sherman –
Chairman
John Sherman is responsible for
leading the Board and ensuring it
operates in an effective manner whilst
promoting communication with
shareholders. John was appointed
to the Board on 10 January 2024.
Experience
John has over 25 years of public
markets investment experience as an
equity analyst at J.P. Morgan Securities
in New York (’94-’98) and T Rowe
Price Group in both London (’01-’18)
and Baltimore (’99-’00 & ’18-’23),
covering diverse businesses and sectors
in Europe, North America and Asia. His
most recent assignments at T Rowe
Price included generalist coverage of
Canadian companies, sector coverage
of the European chemical industry and
membership on the firm’s proxy voting
policy committee. John graduated
from Georgetown University’s School
of Foreign Service with an honours
bachelor’s degree in international
economics. He earned his MBA
degree from Stanford University.
Maureen T.A. Jones –
Managing Director
Maureen oversees all of the
Company’s business and is responsible
for formulating the Company’s
objectives and strategy.
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.
Cathal Jones
- Finance Director
Cathal was appointed to the Board
on 20 May 2024. He is currently the
Company Secretary and oversees the
financial and commercial aspects of
the company’s business. Prior to being
appointed as Finance Director, he had
been working in a consultancy role with
the Company for a number of years
assisting with corporate finance matters
including joint venture negotiations.
Experience
Cathal qualified as a chartered
accountant with PwC in 1999 and
worked in accountancy practice for
over 15 years. He moved to Deloitte in
2002 where he was a senior manager
and Director in the corporate finance
department, acting in lead advisory roles
primarily in the natural resources and
renewable energy sectors assisting clients
with project finance, capital raising,
M&A and overall strategic direction.
He joined Ardilaun Energy Limited in
2014 as finance director. Ardilaun Energy
Limited acquired the Irish oil and gas
assets of AIM quoted San Leon Energy
plc in 2014. He is also a founding
director of Dunraven Resources plc
which acquired the Tunisian offshore
oil exploration assets of Circle Oil plc
in 2018 (the formerly AIM quoted oil
and gas development and production
company). Cathal holds a degree in Law
and Accounting from the University of
Limerick and is a Fellow of the Institute
of Chartered Accountants in Ireland.
Howard Bird –
Non-executive Director
Howard 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 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.
Professor Garth Earls –
Non-executive Director
Professor Earls provides technical advice
and guidance to the Company in relation
to exploration and resource development
matters. He was appointed to the Board
on 15 November 2016.
Experience
Professor 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.
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Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Brendan McMorrow –
Non-executive Director
Brendan 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 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., 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.
Marian Moroney –
Non-executive Director
Marian was appointed to the Board on
20 May 2024. She is a recognised and
accomplished leader in the exploration
and mining industry and her technical
and commercial expertise will assist
the company in moving its exploration
assets towards mine development.
Experience
Marian has over 30 years’ experience
in exploration, mining, strategic
planning, governance, identifying new
business opportunities, joint venture
management and oversight, and mergers
and acquisitions. She spent over 20 years
with Barrick Gold Corporation in senior
roles and was named as one of Barrick’s
inaugural partners in 2015, followed by
her being voted as one of 100 Global
Inspirational Women in mining in 2016.
Her time with Barrick included 5 years
as Vice President – New Exploration
Opportunities where she had specific
responsibility for identifying, reviewing
and securing new operating districts
for Barrick through multiple and
innovative earn-in agreements.
Marian led and coordinated a large
multidisciplinary team to progress the
Alturas gold deposit through the various
exploration stages to establish a resource
base of more than 9Moz of gold and
delivered a comprehensive scoping
study document envisaging potential
development and production scenarios.
Board of Directors [continued]
11
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Directors' Report
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 2024.
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 3 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 2024
The consolidated statement of profit or loss for the financial year ended 31 May 2024 and the consolidated statement of
financial position at that date are set out on pages 31 and 33. The loss for the financial year amounted to €585,920 (31
May 2023: €362,829) and net assets at 31 May 2024 were €20,740,573 (31 May 2023: €19,807,318). No interim or final
dividends have been or are recommended by the Board of Directors. During the year, the Company raised 488,475
(£417,500) before expenses from an issue of new ordinary shares at a price of £0.135 per share. The warrants issued as
part of this fundraise created a non-cash liability of €104,895 which was deducted from share premium as a share issue
cost.
The Group is not yet in a production stage and accordingly has no operating income. Consequently, the Group is not
expected to report profits until it is in a position to profitably develop or otherwise turn to account its exploration
projects. The Directors monitor the activities and performance of the Group on a regular basis and use both financial and
non-financial indicators to assess the Group’s performance.
Important events since the year-end
On 9 October 2024, the Company raised €411,495 (£344,635) through the issue of 7,255,482 new ordinary shares of
€0.001 in the capital of the company at a price of £0.0475 per share in order to fund the Group’s exploration activities
and strengthen its working capital position. Each share carries a warrant to subscribe for up to one new ordinary share
at a price of £0.095 per share exercisable for 12 months.
There were no further important events to note post year end.
Directors
The directors, who served at any time during the financial year, except as noted, were as follows:
Professor Richard Conroy
John Sherman (appointed 10 January 2024)
Maureen T.A. Jones
Professor Garth Earls
Brendan McMorrow
Howard Bird
Cathal Jones (appointed 20 May 2024)
Marian Moroney (appointed 20 May 2024)
12
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Directors' Report (continued)
Directors (continued)
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, Cathal Jones and Brendan McMorrow (detailed in Note
18 (i)), there have been no contracts or arrangements entered into during the financial year ended 31 May 2024 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 until she 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
Date of
signing
financial
statements
31 May
2024
31 May
2024
01 June
2023
01 June
2023
Ordinary Shares
of €0.001 each
Warrants
Ordinary
Shares
of €0.001 each
Warrants
Ordinary
Shares
of €0.001 each
Warrants
Professor Richard Conroy
4,246,668*
-
3,194,036*
-
3,194,036
-
Maureen T.A. Jones
368,329
-
368,329
-
368,329
-
Professor Garth Earls
-
-
-
-
-
-
Brendan McMorrow
26,060
-
26,060
-
26,060
-
Howard Bird
-
-
-
-
-
-
John Sherman**§
937,139
-
937,139
-
937,139
-
Marian Moroney**
-
-
-
-
-
-
Cathal Jones**
208,952
-
208,952
-
208,952
-
* Of the 3,194,036 (01 June 2023: 3,194,036) ordinary shares beneficially held by Professor Richard Conroy, 192,942 (01 June 2023: 192,942) are held
by Conroy P.L.C., a company in which Professor Richard Conroy has a controlling interest.
** As these are newly appointed directors, the number in the columns headed 01 June 2023 are to be read as date of appointment.
§ The shares noted as held by John Sherman are in the name of his wife, Dr Sorca Conroy.
Substantial shareholdings
So far as the Board of Directors are aware, no person or company, other than the shareholders listed below, held 3% or
more of the issued ordinary share capital of the Company.
Shareholder
Date of signing financial
statements
Date of signing
financial
statements
31 May
2024
31 May
2024
01 June
2023
01 June
2023
Ordinary Shares
of €0.001 each
%
Ordinary Shares
of €0.001 each
%
Ordinary Shares
of €0.001 each
%
Mr. Philip Hannigan
10,058,445
18.25
8,958,445
18.72
8,588,075
19.19
Professor Richard Conroy
4,246,668*
7.71
3,194,036*
6.68
3,194,036*
7.14
Mr. Patrick O’Sullivan
3,000,000
5.44
3,000,000
6.27
3,000,000
6.70
Jonathan Swann
2,616,722
4.75
2,616,722
5.474
-
-
Paul and Marial Johnson
1,686,255
3.06
1,686,255
3.52
1,686,255
3.77
*Of the 3,194,036 (01 June 2023: 3,194,036) ordinary shares beneficially held by Professor Richard Conroy, 192,942 (01 June 2023: 192,942) are held by
Conroy P.L.C., a company in which Professor Richard Conroy has a controlling interest.
13
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
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 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.
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.
14
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Going concern
The Group recorded a loss of €585,920 (31 May 2023: €362,829) and the Company recorded a loss of €567,463 (31 May
2023: €357,617) for the financial year ended 31 May 2024. The Group had net assets of €20,740,573 (31 May 2023:
€19,807,318) and the Company had net assets of €19,607,981 (31 May 2023: €19,812,530) at that date. The Group had
net current liabilities of €3,491,763 (31 May 2023: €3,161,475) and the Company had net current liabilities of €3,185,277
(31 May 2023: €2,777,541) at that date. The Group had cash and cash equivalents of €143,532 at 31 May 2024 (31 May
2023: €557,934). The Company had cash and cash equivalents of €55,943 at 31 May 2024 (31 May 2023: €53,136).
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 2025. As set out in the Chairman’s
statement, the Group and the Company expects to incur capital expenditure in 2024 and 2025, consistent with its strategy
as an exploration company. The Directors recognise that the Group’s net current liabilities of €3,491,763 (which includes
the €3,225,246 which has been deferred as set out above) 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 this context, the Board of Directors note that the
going concern is on the basis that all Directors, namely, Maureen T.A. Jones, Professor Garth Earls, Brendan McMorrow,
Howard Bird, John Sherman and former Directors, namely Professor Richard Conroy (and his beneficiaries), James P.
Jones, Séamus P. Fitzpatrick and Dr. Sorċa Conroy, will not seek repayment of amounts owed to them by the Group and
the Company of €3,325,822 (31 May 2023: €3,046,692) for a minimum period of 12 months from the date of approval of
the financial statements, unless the Group has sufficient funds to repay. All of these directors and former directors have
confirmed this to be the case.
In reviewing the proposed work programme for exploration and evaluation assets, the results obtained from the
exploration programme, the support noted above from the Board (and past Board members), the funds raised post year
end and the prospects for raising additional funds as required, 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 ten principles of the
QCA code and how it has addressed each of these is set out in detail under the section “ Corporate Governance” on its
website: www.conroygoldandnaturalresources.com/corporate-governance. The Board is aware of the updates to the
QCA code launched in November 2023 for financial years commencing post 1 April 2024 and will apply all relevant
updates to its next set of financial statements as required.
Directors' Report (continued)
15
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Board of Directors
The Board of Directors is made up of two executive and five non-executive Directors. Biographies of each of the Directors
are set out on pages 9 and 10.
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 Shannon Airport House, Shannon Free Zone,
Shannon, Co. Clare, V14 E370, Ireland with appropriate arrangements made to facilitate remote attendance where
required by way of Zoom and teleconference calls. Board of Directors’ meetings were held on 10 occasions from 1 June
2023 to 31 May 2024 and attendance is set out in the table below. An agenda and supporting documentation were
circulated in advance of each meeting.
Board
Attendance
(eligible to attend)
Meetings held during the year
10
Professor Richard Conroy
10 (10)
Maureen T.A. Jones
10 (10)
Professor Garth Earls
5 (10)
Brendan McMorrow
10 (10)
Howard Bird
8 (10)
John Sherman (appointed 10 January 2024)
4 (4)
Marian Moroney (appointed 20 May 2024)
N/A
Cathal Jones (appointed 20 May 2024)
N/A
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.
16
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Board of Directors (continued)
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.
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. With the recent passing of the former Chairman, Professor Richard Conroy, implementation of these
evaluations has been deferred and, 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 three-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 Executive Committee was
re-constituted during the financial year and its membership is set out under Company Information on page 8 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. Should an executive Director be on the
Committee, they are excused from the meetings to determine their remuneration. It also sets the remuneration and
terms and conditions of appointment for the non-executive Directors. In determining remuneration levels, the
Remuneration Committee 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.
Directors' Report (continued)
17
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
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, comprised of the three non-executive Directors,
chaired by Brendan McMorrow during the year under review. The Audit Committee was reconstituted post year end
with John Sherman replacing Howard Bird on the Committee and subsequent to this, John Sherman resigned from the
committee following his appointment as Chairman in November 2024. Attendance at the Audit Committee meetings
during the year is set out below:
Audit Committee
Attendance
Meetings held during the year
3
Brendan McMorrow
3
Professor Garth Earls
2
Howard Bird
3
The Audit Committee reviews the accounting principles, policies and practices adopted, and areas of management
judgement and estimation during the preparation of the interim and annual financial statements and discusses with the
Group’s Auditor the results and scope of the audit. The external auditor has the opportunity to meet with the members
of the Audit Committee alone at least once a year.
The Audit Committee advises the Board of Directors on the appointment of the external auditor and on their
remuneration and discusses the nature and scope of the audit with the external auditor. An analysis of the fees payable
to the external audit firm in respect of audit services during the financial year is set out in Note 3 to the consolidated
financial statements. The Audit Committee also undertakes a review of any non-audit services provided to the Group;
and a discussion with the auditor of all relationships with the Group and any other parties that could affect independence
or the perception of independence.
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.
18
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Board of Directors (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. The Board
is aware of the fact that the European CSR Directive will apply to the Group for accounting periods commencing in June
2025 and plans to take relevant steps to prepare for this in early 2025 by reference to its applicability to the activities of
the company. 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.
Directors' Report (continued)
19
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Board of Directors (continued)
Risks and uncertainties
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.
Communication with shareholders
The Group gives high priority to communication with both shareholders and all other stakeholder groups. This is achieved
through publications such as the annual and interim report, and news releases on the Company’s website
www.conroygoldandnaturalresources.com, which is regularly updated.
The Company encourages shareholders to attend the Annual General Meeting (AGM) to meet, exchange views and
discuss the progress of the Group. The Directors are available after the conclusion of the formal business of the AGM to
meet, listen to shareholders and discuss any relevant matters arising.
Political donations
There were no political donations during the financial year (31 May 2023: €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, Shannon Airport House, Shannon Free Zone,
Shannon, Co. Clare, V14E370, Ireland.
Research and Development
The company did not incur any research and development expenditure in the current or prior financial year.
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.
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:
John Sherman (Chairman)
Maureen T.A. Jones (Managing Director)
28 November 2024
20
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Report on the audit of the financial statements
Opinion on the financial statements of Conroy Gold and Natural Resources P.L.C. (the ‘Company’)
In our opinion the Group and Company financial statements:
•
give a true and fair view of the assets, liabilities and financial position of the Group and Company as at
31 May 2024 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 framework 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 material accounting policy information as set out in
note 1.
the 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 material accounting policy information 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 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”).
Independent Auditor's Report
21
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Basis for opinion
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 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.
Material uncertainty related to going concern
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 2024 the Group
incurred a loss of €585,920 and the Company incurred a loss of €567,463 and, as of that date, the Group and
Company had net current liabilities of €3,491,763 and €3,185,277 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 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 Company’s ability to continue to adopt the going
concern basis of accounting included:
•
obtaining an understanding of the Group and 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 Company from the directors and former directors
(as applicable) evidencing that they will not seek repayment of amounts owed to them by the Group
and Company within 12 months of the date of approval of the financial statements, unless the Group
and/or Company has sufficient funds to repay;
•
assessing the mechanical accuracy of the cash flow forecast model; and
•
assessing the adequacy of the disclosures made in the financial statements.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
22
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Summary of our audit approach
Key audit matters
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
.
Materiality
The materiality that we used for the Group in the current year was €577,000 which
was determined on the basis of approximately 2.78% of Shareholder’s Equity of the
Group.
The materiality that we used for the Company in the current year was €540,000
which was determined on the basis of approximately 2.75% of Shareholder’s Equity
of the parent Company.
Scoping
We identified four significant components, which are the Company, Conroy Gold and
Natural Resources P.L.C., and the following subsidiaries: Conroy Gold (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 99.99% of
the net assets (2023: 99.99% of net assets).
Significant changes in
our approach
There were no significant changes in our approach.
Key Audit Matters
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.
Independent Auditor's Report (continued)
23
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Valuation of intangible assets and investment in subsidiaries
Key
audit
matter
description
At 31 May 2024, the carrying value of exploration and evaluation assets included in
intangible assets in the Group and Company statement of financial position amounted
to €28,405,738 (2023: €26,331,917) and €3,870,524 (2022: €3,651,597) respectively.
The Company statement of financial position also includes amounts relating to
investment in subsidiaries of €18,603,088 (2023: €18,603,085).
We draw your attention to the disclosures made in Note 1(a), 1(n), 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 Company
and the underlying valuation of the investment in subsidiaries for the 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 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.
How the scope of our
audit responded to
the key audit matter
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 and investments in subsidiaries.
•
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 assessed the financial position of related parties from which balances
were due to Conroy Gold & Natural Resources;
•
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.
24
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Key observations
A significant uncertainty exists in relation to the ability of the Group and Company to
realise the exploration and evaluation assets capitalised to intangible assets and
consequently the investment made in subsidiaries.
As noted above, we draw your attention to the disclosures made in Note 1(a), 1(n), 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 Company and the underlying valuation of the investment in subsidiaries for the
Company, are dependent on licence renewal and 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.
Independent Auditor's Report (continued)
25
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Our application of materiality
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.
Based on our professional judgement, we determined materiality for the financial statements as a whole as
follows:
Group financial statements
Company financial statements
Materiality
€577,000 (2023: €577,000)
€540,000 (2023: €540,000)
Basis for determining materiality
2.78% of Shareholder’s Equity.
2.75% of Shareholder’s Equity.
Rationale for the benchmark
applied
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 its current operations
and is reflective of the current
business life cycle of the Group.
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 Company in
continuing its current operations
and is reflective of the current
business life cycle of the
Company.
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.
Shareholders Equity
€20.74m
Group Materiality
€577,000
Audit Committee
Reporting Threshold
€28,850
Shareholders Equity
Group Materiality
Component
Materiality €346,000
to €540,000
26
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Group financial statements
Company financial statements
Performance
materiality
80% (2023: 74%) of Group materiality
80% (2023: 74%) of Company materiality
Basis and
rationale for
determining
performance
materiality
In determining performance materiality, we considered the following factors:
a. our understanding of the Group and Company;
b. the quality of the internal control environment and whether we were able to
rely on controls;
c.
the nature and extent of uncorrected misstatements identified in previous
audits; and
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 (2023: €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.
An overview of the scope of our audit
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 €346,000 to €540,000.
Our audit scoping provides full scope audit coverage of 99.99% of the net assets (2023: 99.99% of net assets) with
the remainder covered by analytical procedures of 0.01% (2023:0.01%).
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.
Other information
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.
Independent Auditor's Report (continued)
27
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Responsibilities of directors
As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, 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 Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group and Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
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.
Extent to which the audit was considered capable of detecting irregularities, including fraud
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.
Identifying and assessing potential risks related to irregularities
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 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 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;
o
the internal controls established to mitigate risks of fraud or non-compliance with laws and
regulations;
•
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.
28
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
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 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 Company’s ability to
operate or to avoid a material penalty. These included regulations as applicable to the environment, health and
safety, and exploration and mining activities.
Audit response to risks identified
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.
Independent Auditor's Report (continued)
29
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Report on other legal and regulatory requirements
Opinion on other matters prescribed by the Companies Act 2014
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 Company were sufficient to permit the financial statements to
be readily and properly audited.
•
The 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.
Matters on which we are required to report by exception
Based on the knowledge and understanding of the Group and the 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.
30
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Section 391 of the Companies
Act 2014. Our audit work has been undertaken so that we might state to the Company’s members those matters
we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
Kevin Butler
For and on behalf of Deloitte Ireland LLP
Chartered Accountants and Statutory Audit Firm
No.6 Lapp’s Quay
Cork
Date:
28 November 2024
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.
Independent Auditor's Report (continued)
31
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Consolidated statement of profit or loss
For the financial year ended 31 May 2024
Note
2024
2023
€
€
Continuing operations
Operating expenses
2
(681,504)
(604,891)
Movement in fair value of warrants
19, 14
90,403
257,050
Operating loss
(591,101)
(347,841)
Finance income – interest
11
6,481
3
Interest expense
(1,300)
(14,991)
Net finance income / (expense)
5,181
(14,988)
Loss before taxation
3
(585,920)
(362,829)
Income tax expense
5
-
-
Loss for the financial year
(585,920)
(362,829)
Loss per share
Basic loss per share
6
(0.0123)
(0.0083)
Diluted loss per share
6
(0.0123)
(0.0083)
The total loss for the financial year is entirely attributable to equity holders of the Company.
John Sherman
Maureen T.A. Jones
Chairman
Managing Director
32
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Consolidated statement of comprehensive income
for the financial year ended 31 May 2024
2024
2023
€
€
Loss for the financial year
(585,920)
(362,829)
Income recognised in other comprehensive income
-
-
Total comprehensive loss for the financial year
(585,920)
(362,829)
Loss for the financial year attributable to:
Equity holders of the Company
(585,920)
(362,829)
Total comprehensive loss for the financial year attributable to:
Equity holders of the Company
(585,920)
(362,829)
33
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Consolidated statement of financial position
as at 31 May 2024
Note
31 May
2024
31 May
2023
€
€
Assets
Non-current assets
Intangible assets
8
28,405,738
26,331,917
Property, plant and equipment
9
73,976
91,703
Financial assets
11
279,969
273,491
Total non-current assets
28,759,683
26,697,111
Current assets
Cash and cash equivalents
12
143,532
557,934
Other receivables
10
387,577
124,828
Total current assets
531,109
682,762
Total assets
29,290,792
27,379,873
Equity
Capital and reserves
Share capital presented as equity
16
10,552,150
10,549,187
Share premium
16
16,058,756
15,698,805
Capital conversion reserve fund
16
30,617
30,617
Share-based payments reserve
19
42,664
42,664
Other reserve
1,227,857
71,596
Retained deficit
(7,171,471)
(6,585,551)
Total capital and reserves
20,740,573
19,807,318
Non-controlling interests
Convertible shares in subsidiary companies
15
-
3,707,218
Total non-controlling interests
-
3,707,218
Liabilities
Non-current liabilities
Leases due in more than 1 year
11,445
21,100
Other Creditors
15
4,501,410
-
Warrant liabilities
14
14,492
-
Total non-current liabilities
4,527,347
21,100
Current liabilities
Trade and other payables
13
3,885,873
3,707,238
Related party loans
13
136,999
136,999
Total current liabilities
4,022,872
3,844,237
Total liabilities
8,550,219
7,572,555
Attributable to equity holders of the Company
29,290,792
27,379,873
Total equity, non-controlling interests and liabilities
29,290,792
27,379,873
34
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Consolidated statement of financial position
as at 31 May 2024
The financial statements were approved by the Board of Directors on 27 November 2024 and authorised for issue on
28 November 2024. They are signed on its behalf by:
John Sherman
Maureen T.A. Jones
Chairman
Managing Director
35
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Company statement of financial position
as at 31 May 2024
Note
31 May
2024
31 May
2023
€
€
Assets
Non-current assets
Investment in subsidiaries
7
18,603,088
18,603,085
Intangible assets
8
3,870,524
3,651,597
Property, plant and equipment
9
65,614
82,998
Financial assets
11
279,969
273,491
Total non-current assets
22,819,195
22,611,171
Current assets
Cash and cash equivalents
12
55,943
53,136
Other receivables
10
838,969
664,606
Total current assets
894,912
717,742
Total assets
23,714,107
23,328,913
Equity
Capital and reserves
Called up share capital presented as equity
16
10,552,150
10,549,187
Share premium
16
16,058,756
15,698,805
Capital conversion reserve fund
16
30,617
30,617
Share-based payments reserve
19
42,664
42,664
Other reserve
71,596
71,596
Retained deficit
(7,147,802)
(6,580,339)
Total equity
19,607,981
19,812,530
Liabilities
Non-current liabilities
Lease due in more than 1 year
11,445
21,100
Warrant liabilities
14
14,492
-
Total non-current liabilities
25,937
21,100
Current liabilities
Trade and other payables
13
3,943,190
3,358,284
Related party loans
13
136,999
136,999
Total current liabilities
4,080,189
3,495,283
Total liabilities
4,106,126
3,516,383
Total equity and liabilities
23,714,107
23,328,913
36
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Company statement of financial position (continued)
as at 31 May 2024
The company 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 €567,463 (31 May 2023:
€357,617).
The financial statements were approved by the Board of Directors on 27 November 2024 and authorised for issue on
28 November 2024. They are signed on its behalf by:
John Sherman
Maureen T.A. Jones
Chairman
Managing Director
37
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Consolidated statement of changes in equity
for the financial year ended 31 May 2024
Share
capital
Share
premium
Capital
conversion
reserve fund
Share-
based
payment
reserve
Other
reserve
Retained
deficit
Total
equity
Note
€
€
€
€
€
€
€
Balance at 1 June 2023
10,549,187
15,698,805
30,617
42,664
71,596
(6,585,551)
19,807,318
Share issue
16
2,963
485,204
-
-
-
-
488,167
Share issue costs
14
-
(125,253)
-
-
-
-
(125,253)
Gain on acquisition of
non-controlling interest
15
-
-
-
-
1,156,261
-
1,156,261
Gain on acquisition of
non-controlling interest
-
-
-
-
-
(585,920)
(585,920)
Balance at 31 May
2024
10,522,150
16,058,756
30,617
42,664
1,227,857
(7,171,471)
20,740,573
Share
capital
Share
premium
Capital
conversion
reserve fund
Share-
based
payment
reserve
Other
reserve
Retained
deficit
Total
equity
€
€
€
€
€
€
€
Balance at 1 June 2022
10,543,694
15,256,556
30,617
42,664
79,929
(6,222,722)
19,730,738
Share issue
16
5,493
442,249
-
-
(8,333)
-
439,409
Loss for the financial
year
-
-
-
-
-
(362,829)
(362,829)
Balance at 31 May 2023
10,549,187
15,698,805
30,617
42,664
71,596
(6,585,551)
19,807,318
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 3,095,592 new Ordinary Shares
for cash.
Share premium
The share premium reserve comprises of the excess consideration received in respect of share capital over the nominal
value of shares issued net of any direct share issue costs which are deducted from share premium in line with the Company’s
accounting policies. The fair value of warrants issued as part of a fundraise are included in direct share issue costs of
€125,253.
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 and the gain on fair valuing of the net smelter royalty
set out in Note 15.
Retained deficit
This reserve represents the accumulated losses absorbed by the Group to the consolidated statement of financial position
date.
38
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Company statement of changes in equity
for the financial year ended 31 May 2024
Share
capital
Share
premium
Capital
conversion
reserve fund
Share-based
payment
reserve
Other
reserve
Retained
deficit
Total
equity
€
€
€
€
€
€
€
Balance at 1 June
2023
Note
10,549,187
15,698,805
30,617
42,664
71,596
(6,580,339)
19,812,530
Share issue
16
2,963
485,204
-
-
-
-
488,167
Share issue costs
-
(125,253)
-
-
-
-
(125,253)
Loss for the
financial year
-
-
-
-
-
(567,463)
(567,463)
Balance at 31 May
2024
10,552,150
16,058,756
30,617
42,664
71,596
(7,147,802)
19,607,981
Share
capital
Share
premium
Capital
conversion
reserve fund
Share-based
payment
reserve
Other
reserve
Retained
deficit
Total
equity
€
€
€
€
€
€
€
Balance at 1 June
2022
Note
10,543,694
15,256,556
30,617
42,664
79,929
(6,222,722)
19,730,738
Share issue
16
5,493
442,249
-
-
(8,333)
-
439,409
Loss for the
financial year
-
-
-
-
-
(357,617)
(357,617)
Balance at 31 May
2023
10,549,187
15,698,805
30,617
42,664
71,596
(6,580,339)
19,812,530
39
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Consolidated statement of cash flows
for the financial year ended 31 May 2024
2024
2023
€
€
Cash flows from operating activities
Note
Loss for the financial year
(585,920)
(362,829)
Adjustments for non-cash items:
Movement in fair value of warrants
19
(90,403)
(257,050)
Interest expense
14
1,300
14,991
Interest Income
11
(6,481)
-
Depreciation
9
18,421
18,095
(663,083)
(586,793)
(Increase)/decrease in receivables
10
(262,749)
31,009
Increase in payables
13
178,635
152,248
Net cash used in operating activities
(747,197)
(403,536)
Cash flows from investing activities
Expenditure on intangible assets
8
(2,073,821)
(2,443,083)
Purchase of property, plant and equipment
9
(694)
(102,209)
Net cash used in investing activities
(2,074,515)
(2,545,292)
Cash flows from financing activities
Receipts from Joint Venture partner
15
1,950,453
2,300,319
Finance lease payments
(10,952)
(9,654)
Proceeds on issue of shares
16
488,167
-
Share issue costs
16
(20,358)
-
Net cash provided by financing activities
2,407,310
2,290,665
Decrease in cash and cash equivalents
(414,402)
(658,163)
Cash and cash equivalents at beginning of financial year
557,934
1,216,097
Cash and cash equivalents at end of financial year
143,532
557,934
40
Annual Report and Consolidated Financial Statements 2024 Conroy 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 2024
2024
2023
€
€
Cash flows from operating activities
Note
Loss for the financial year
(567,463)
(357,617)
Adjustments for non-cash items:
Movement in fair value of warrants
19
(90,403)
(257,050)
Interest expense
14
1,300
14,991
Interest income
(6,481)
-
Depreciation
9
17,384
17,129
(645,663)
(582,547)
(Increase)/decrease in receivables
10
(174,366)
260,460
Increase/(decrease) in payables
13
584,906
(77,611)
Net cash used in operating activities
(235,120)
(399,698)
Cash flows from investing activities
Investment in subsidiaries
7
-
(179,738)
Expenditure on intangible assets
8
(218,927)
(230,233)
Payments to acquire property, plant and equipment
9
-
(92,538)
Net cash used in investing activities
(218,927)
(502,509)
Cash flows from financing activities
Proceeds on issue of shares
16
488,167
-
Share issue costs
16
(20,358)
-
Finance lease payments
(10,952)
(9,654)
Net cash provided by investing activities
456,857
(9,654)
Increase/(decrease) in cash and cash equivalents
2,807
(911,861)
Cash and cash equivalents at beginning of financial year
53,136
964,997
Cash and cash equivalents at end of financial year
55,943
53,136
41
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements
for the financial year ended 31 May 2024
1 Material 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 2024 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 Shannon Airport
House, Shannon Free Zone, Shannon, Co. Clare, V14E370, 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
28 November 2024.
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 €585,920 (31 May 2023: €362,829) and the Company recorded a loss of €567,463 (31
May 2023: €357,617) for the financial year ended 31 May 2024. The Group had net assets of €20,740,573 (31 May
2023: €19,807,318) and the Company had net assets of €19,607,981 (31 May 2023: €19,812,530) at that date. The
Group had net current liabilities of €3,491,763 (31 May 2023: €3,161,475) and the Company had net current
liabilities of €3,185,277 (31 May 2023: €2,777,541) at that date. The Group had cash and cash equivalents of
€143,532 at 31 May 2024 (31 May 2023: €557,934). The Company had cash and cash equivalents of €55,943 at 31
May 2024 (31 May 2023: €53,136).
42
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
1 Material Accounting policies (continued)
Going Concern (continued)
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 2025. As set out in the
Chairman’s statement, the Group and the Company expects to incur capital expenditure in 2024 and 2025,
consistent with its strategy as an exploration company. The Directors recognise that the Group’s net current
liabilities of €3,491,763 (which includes the €3,225,246 which has been deferred as set out above) 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 this context, the Board of Directors note that the going concern is on the basis that all Directors, namely, Maureen
T.A. Jones, Professor Garth Earls, Brendan McMorrow, Howard Bird, John Sherman and former Directors, namely
Professor Richard Conroy (and his beneficiaries), James P. Jones, Séamus P. Fitzpatrick and Dr. Sorċa Conroy, will
not seek repayment of amounts owed to them by the Group and the Company of €3,325,822 (31 May 2023:
€3,046,692) for a minimum period of 12 months from the date of approval of the financial statements, unless the
Group has sufficient funds to repay. All of these Directors and former Directors have confirmed this to be the case.
In reviewing the proposed work programme for exploration and evaluation assets, the results obtained from the
exploration programme, the support noted above from the Board (and past Board members), the funds raised post
year end and the prospects for raising additional funds as required, the Board of Directors are satisfied that it is
appropriate to prepare the Group and the Company financial statements on a going concern basis. The Group
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
(i) 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 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;
•
IAS 12 amendments regarding Deferred Tax related to Assets and Liabilities arising from a Single Transaction –
Effective date 1 January 2023;
•
IAS 12 amendments regarding International Tax Reform and Pillar Two Model Rules – Effective date 1 January
2023;
•
IFRS 17 Insurance contracts – Effective date to 1 January 2023;
•
IFRS 17 amendments regarding initial application of IFRS 17 and IFRS 9 of comparative information; and
•
IFRS 4 amendments regarding extension of the Temporary Exemption from Applying IFRS 9 – Effective date 1
January 2023.
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.
43
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
1 Material Accounting policies (continued)
Recent accounting pronouncements (continued)
(ii) New standards and interpretations not yet adopted by the Group and the Company
Certain new accounting standards and interpretations have been published that are not mandatory for 31 May 2024
reporting periods and have not been early adopted by the Company.
The following new standards and amendments to standards have been issued by the International Accounting
Standards Board but have not yet been endorsed by the EU, accordingly, none of these standards have been applied
in the current year. The Board of Directors is currently assessing whether these standards once endorsed by the EU
will have any impact on the financial statements of the Company.
•
Amendments to IAS 21 Lack of Exchangeability – Effective date 1 January 2025;
•
Amendments to IFRS 9 and IFRS 7 regarding classification and measurement of financial instruments – Effective
date 1 January 2026;
•
Annual Improvements to IFRS Accounting Standards – Volume 11 – Effective date 1 January 2026;
•
IFRS 18 Presentation and Disclosure in Financial Statements – Effective date 1 January 2027;
•
IFRS 19 Subsidiaries without Public Accountability: Disclosures – Effective date 1 January 2027;
•
IFRS S1 General Requirements for Disclosure of Sustainability-related financial information;
•
IFRS S2 Climate-related disclosures;
•
Amendments to SASB standards regarding enhancement of their international applicability;
•
Amendments to IAS 7 and IFRS 17 regarding supplier finance arrangements – Effective date 1 January 2025;
•
Amendments to IFRS 16 Leases: Lease liability in a sale and leaseback – Effective date 1 January 2024; and
•
Amendments to IAS 1 Presentation of Financial Statements: Classification of liabilities as current or non-current
– Effective date 1 January 2024.
(a) Intangible assets
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.
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.
44
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
1 Material Accounting policies (continued)
(a) Intangible assets (continued)
(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 2024 and 31 May 2023. 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.
(b) Financial instruments
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group
becomes party to the contractual provisions of the instrument and are initially measured at fair value. Transaction
costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair
value of the financial assets or financial liabilities as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are
recognised immediately in profit or loss.
Subsequent measurement of financial assets
Financial assets are subsequently measured at amortised cost unless held within a different business model other
than the ‘hold to collect’ or ‘hold to collect and sell’ in which case they 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. No adjustment has been made to the carrying value of the convertible loan
on the basis that any move in foreign exchange rate was immaterial and the fair value of the loan remains the
contractual value of the cash flows associated with the loan.
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.
45
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
1 Material Accounting policies (continued)
(b) Financial Instruments (continued)
Subsequent measurement of financial liabilities
Financial liabilities are subsequently measured at amortised cost using the effective interest method. This method
calculates the amortised cost of a financial liability and allocates the interest expense over the relevant period. The
effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees,
transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where
appropriate) a shorter period to the amortised cost of a financial liability.
The Net Smelter Royalty liability is a fixed euro financial liability instrument linked to production of gold from the
Group’s licences which form part of the Group’s intangible assets. This was measured at fair value at the date of the
termination agreement with Demir Export having regard to assumptions around timing and quantum of potential
cashflows from a producing mine together with an appropriate discount rate. It was reviewed at 31 May 2024 using
the effective interest method and will be reviewed annually on this basis.
(c) 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
5 years
Plant and office equipment
10 years
(d) 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 the tax expected to be payable or recoverable on differences between the carrying amounts of assets
and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit,
and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences can be utilised.
(e) Warrants and 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 16 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 parent company 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
14 for further details.
For equity-settled share-based payment transactions (i.e. the granting of share options and certain 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).
46
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
1 Material Accounting policies (continued)
(f) 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 attributable to ordinary
shareholders and the weighted average number of ordinary shares outstanding for the effects of all potentially
dilutive ordinary shares.
(g) 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.
(h) 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.
(i) 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.
(j) 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.
(k) Loans
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.
47
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
1 Material Accounting policies (continued)
(l) Ordinary shares
Ordinary shares are classified as equity. Costs directly attributable to the issue of ordinary shares are recognised as
a deduction from retained earnings, net of any tax effects. Where warrants are issued for the sole purpose of
assisting with an issue of equity or to meet broker transaction costs directly attributable to the issue of equity, the
amount initially recognised, that is their fair value, is deducted from share premium. Subsequently, where the
warrants qualify as equity they are recognised in other reserves and the amount recognised is not changed. If the
warrants qualify as a liability the fair value is trued up from one reporting period to the next through profit or loss.
(m) Impairment – financial assets measured at amortised cost
Financial assets measured at amortised cost are reviewed for impairment loss at each reporting date.
The Company measures the loss allowance at an amount equal to the lifetime expected credit losses (“ECL”) as
required under a simplified approach for 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.
(n) 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
€28,405,738 (31 May 2023: €26,331,917) at 31 May 2024 (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.
48
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
1
Material Accounting policies (continued)
(n) Significant accounting judgements and key sources of estimation uncertainty (continued)
Exploration and evaluation assets (continued)
This assessment included an assessment of the likelihood of securing a future strategic investment or joint venture
partner to assist with the development of the assets. 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 these matters 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 41 and 42 for further details.
Net Smelter Royalty
Arriving at a fair value for Net Smelter Royalty liability requires the use of judgements and estimates. This liability is
a fixed euro financial instrument linked to production of gold from the Group’s licences which form part of the
Group’s intangible assets. It was measured having regard to assumptions around timing and quantum of potential
cashflows from a producing mine together with an appropriate discount rate.
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.
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 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.
49
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
1
Material Accounting policies (continued)
(n) Significant accounting judgements and key sources of estimation uncertainty (continued)
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.
(o) 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.
(p) Leased assets
The Group makes the use of leasing arrangements principally for the provision of motor vehicles. Lease terms for
motor vehicles have lease terms of between 6 months and 6 years without any extension terms. The Group does
not enter into sale and leaseback arrangements. All the leases are negotiated on an individual basis and contain a
wide variety of different terms and conditions such as purchase options and escalation clauses. The Group assesses
whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and
obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for
consideration.
Measurement and recognition of leases as a lessee
At lease commencement date, the Group recognises a right-of-use asset and a lease liability in its consolidated
statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial
measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to
dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease
commencement date (net of any incentives received). The Group depreciates the right-of-use asset on a straight-
line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or
the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.
50
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
1
Material Accounting policies (continued)
(p) Leases assets (continued)
At the commencement date, the Group measures the lease liability at the present value of the lease payments
unpaid at that date. Subsequent to initial measurement, the liability will be reduced by lease payments that are
allocated between repayments of principal and finance costs. The finance cost is the amount that produces a
constant periodic rate of interest on the remaining balance of the lease liability. The lease liability is reassessed
when there is a change in the lease payments.
2 Operating expenses
2024
2023
(a) Analysis of operating expenses
€
€
Operating expenses
877,912
773,957
Transfer to intangible assets
(196,408)
(169,066)
681,504
604,891
Operating expenses are analysed as follows:
Wages, salaries and related costs
456,379
412,507
Professional fees
249,986
204,924
Other operating expenses
113,127
98,431
Auditor’s remuneration
40,000
40,000
Depreciation
18,420
18,095
877,912
773,957
Other operating costs include items such as insurance, printing, postage and stationery and office expenditure.
Of the above costs, a total of €196,408 (31 May 2023: €169,066) 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. €201,162 (31
May 2023: €246,501) is charged to the Statement of profit or loss in relation to executive management salaries.
2024
2023
€
€
(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
450,374
402,566
Social insurance costs
6,005
9,941
456,379
412,507
Capitalised as intangible assets
192,411
138,276
Charged to profit and loss
263,968
274,231
456,379
412,507
The average number of persons employed during the financial year (including executive Directors) by activity was as
follows:
2024
2023
Exploration and evaluation
6
6
Corporate management and administration
2
2
8
8
51
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
2 Operating expenses (continued)
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 due and accordingly none were made during the year ended 31 May 2024 and 31 May 2023.
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:
Fees
€
Salary
€
Share-based
payment charge
€
Pension
contributions
€
Total
€
Professor Richard Conroy
22,220
179,250
-
-
201,470
Maureen T.A. Jones
9,523
114,851
-
-
124,374
John Sherman
3,968
-
-
-
3,968
Professor Garth Earls
9,523
-
-
-
9,523
Brendan McMorrow
9,523
-
-
-
9,523
Howard Bird
9,523
-
-
-
9,523
Marian Moroney
-
-
-
-
-
Cathal Jones
-
-
-
-
-
64,280
294,101
-
-
358,381
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:
Fees
€
Salary
€
Share-based
payment charge
€
Pension
contributions
€
Total
€
Professor Richard Conroy
22,220
179,250
-
-
201,470
Maureen T.A. Jones
9,523
114,851
-
-
124,374
Professor Garth Earls
9,523
-
-
-
9,523
Brendan McMorrow
9,523
-
-
-
9,523
Howard Bird
9,523
-
-
-
9,523
60,312
294,101
-
-
354,413
3 Loss before taxation
The loss before taxation is arrived at after charging the following items:
2024
2023
€
€
Depreciation
18,421
18,095
Auditor’s remuneration - Group
The analysis of the auditor’s remuneration is as follows:
•
Audit of financial statements
40,000
40,000
Auditor’s remuneration - Company
The analysis of the auditor’s remuneration is as follows:
•
Audit of financial statements
35,000
35,000
Included within the Group audit fee (above) is the amount incurred by the Company.
52
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
4
Directors’ remuneration
2024
2023
€
€
Aggregate emoluments paid to or receivable by Directors in respect of qualifying
services
358,381
354,413
During the year ended 31 May 2024 and 31 May 2023, 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 2023: €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:
2024
2023
€
€
Loss on ordinary activities before tax
(585,920)
(362,829)
Irish standard tax rate
12.5%
12.5%
Tax credit at the Irish standard rate
(73,240)
(45,354)
Effects of:
Losses carried forward for future utilisation
73,240
45,354
Tax charge for the financial year
-
-
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 €23,698,706 at 31 May
2024 and €23,112,786 at 31 May 2023.
53
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
6
Loss per share
2024
2023
€
€
Loss for the financial year attributable to equity holders of the
Company
(585,920)
(362,829)
Basic loss per share
No. of shares
No. of shares
Number of ordinary shares at start of financial year
44,756,101
39,262,880
Number of ordinary shares issued during the financial year
3,092,592
5,493,221
Number of ordinary shares at end of financial year
47,848,693
44,756,101
Weighted average number of ordinary shares for the purposes of basic
earnings per share
47,687,709
43,671,058
Loss per ordinary share
(0.0123)
(0.0083)
Diluted loss per share
The effect of share options and warrants is anti-dilutive.
7 Subsidiaries
% Owned
Class
31 May
2024
31 May
2023
€
€
Conroy Gold (Longford-Down) Limited
100%
Ordinary
9,116,824
9,116,823
Conroy Gold (Clontibret) Limited
100%
Ordinary
5,766,902
5,766,901
Conroy Gold (Armagh) Limited
100%
Ordinary
3,719,358
3,719,357
Armagh Gold Limited
100%
Ordinary
3
3
Conroy Gold Limited
100%
Ordinary
1
1
18,603,088
18,603,085
The registered office of the above subsidiaries is 3300 Lake Drive, Citywest Business Campus, Dublin 24, D24 TD21,
Ireland.
Conroy Gold (Longford Down) Limited, Conroy Gold (Clontibret) Limited, Conroy Gold Limited and Conroy Gold
(Armagh) Limited carry out the same business activity as their parent company which is that of Mineral exploration
and development. Armagh Gold is a dormant company.
As a result of the termination of the Joint Venture detailed in Note 15, all “a” and “c” convertible equity shares in
each of Conroy Gold (Longford Down) Limited, Conroy Gold (Clontibret) Limited and Conroy Gold (Armagh) Limited
were acquired by the Company for €1 per subsidiary company.
54
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
8
Intangible assets
Exploration and evaluation assets
Group: Cost
31 May 2024
31 May 2023
€
€
At 1 June
26,331,917
23,888,833
Expenditure capitalised during the financial year
•
License and appraisal costs
1,508,787
1,795,400
•
Other operating expenses
565,034
647,684
At 31 May
28,405,738
26,331,917
Company: Cost
31 May 2024
31 May 2023
€
€
At 1 June
3,651,597
3,421,364
Expenditure capitalised during the financial year
•
License and appraisal costs
75,640
68,724
•
Other operating expenses
143,287
161,509
At 31 May
3,870,524
3,651,597
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 in 2022 to the first three
subsidiaries as set out in 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 these 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 in
both Ireland and Finland and also assessed the likelihood of securing a future strategic investment or joint venture
partner to assist with the development of the assets. 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.
55
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
8 Intangible assets (continued)
Mineral interests are categorised as follows:
Group: Ireland
Cost
31 May
2024
€
31 May
2023
€
At 1 June
23,503,635
21,086,461
Expenditure capitalised during the financial year
•
License and appraisal costs
1,503,968
1,794,850
•
Other operating expenses
546,879
622,324
At 31 May
25,554,482
23,503,635
Group: Finland
Cost
31 May
2024
€
31 May
2023
€
At 1 June
2,828,282
2,802,372
Expenditure capitalised during the financial year
•
License and appraisal costs
4,819
550
•
Other operating expenses
18,155
25,360
At 31 May
2,851,256
2,828,282
Company: Ireland
Cost
31 May
2024
€
31 May
2023
€
At 1 June
823,315
618,992
Expenditure capitalised during the financial year
•
License and appraisal costs
70,821
68,174
•
Other operating expenses
125,132
136,149
At 31 May
1,019,268
823,315
Company: Finland
Cost
31 May
2024
€
31 May
2023
€
At 1 June
2,828,282
2,802,372
Expenditure capitalised during the financial year
•
License and appraisal costs
4,819
550
•
Other operating expenses
18,155
25,360
At 31 May
2,851,256
2,828,282
56
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
9 Property, plant and equipment
In respect of the current financial year:
Group
Motor Vehicles
Plant & Office
Equipment
Total
€
€
€
Cost
At 1 June 2023
80,206
177,878
258,084
Additions
-
694
694
At 31 May 2024
80,206
178,572
258,778
Accumulated depreciation
At 1 June 2023
30,244
136,137
166,381
Charge for the financial year
12,490
5,931
18,421
At 31 May 2024
42,734
142,068
184,802
Carrying amount at 31 May 2024
37,472
36,504
73,976
Company
Motor Vehicles
Plant & Office
Equipment
Total
€
€
€
Cost
At 1 June 2023
80,206
168,207
248,413
Additions
-
-
-
At 31 May 2024
80,206
168,207
248,413
Accumulated depreciation
At 1 June 2023
30,244
135,171
165,415
Charge for the financial year
12,490
4,894
17,384
At 31 May 2024
42,734
140,065
182,799
Carrying amount at 31 May 2024
37,472
28,142
65,614
The net book value of motor vehicles above includes a right of use asset at amortised cost held under a finance
lease. This motor vehicle was originally recorded at its right of use value of €42,902 and its amortised value at 31
May 2024 and 2023 is set out below:
Group and Company
2024
2023
€
€
Motor vehicles
25,742
34,322
The corresponding lease liability associated with the above right of use asset due in more than 1 year is €22,400
(2023: €32,055).
57
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
9
Property, plant and equipment (continued)
In respect of the previous financial year:
Group
Motor Vehicles
Plant & Office
Equipment
Total
€
€
€
Cost
At 1 June 2022
17,754
138,121
155,875
Additions
62,452
39,757
102,209
At 31 May 2023
80,206
177,878
258,084
Accumulated depreciation
At 1 June 2022
17,754
130,532
148,286
Charge for the financial year
12,490
5,605
18,095
At 31 May 2023
30,244
136,137
166,381
Carrying amount at 31 May 2023
49,962
41,741
91,703
Company
Motor Vehicles
Plant & Office
Equipment
Total
€
€
€
Cost
At 1 June 2022
17,754
138,121
155,875
Additions
62,452
30,086
92,538
At 31 May 2023
80,206
168,207
248,413
Accumulated depreciation
At 1 June 2022
17,754
130,532
148,286
Charge for the financial year
12,490
4,639
17,129
At 31 May 2023
30,244
135,171
165,415
Carrying amount at 31 May 2023
49,962
33,036
82,998
10
Other receivables
Group
31 May
2024
31 May
2023
€
€
Amount owed by Karelian Diamond Resources P.L.C.
144,551
5,023
Amounts owed by related parties
64,226
54,543
Prepayments
51,981
25,235
VAT receivable
126,819
40,027
387,577
124,828
58
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
10 Other receivables (continued)
Company
31 May
2024
31 May
2023
€
€
Amounts owed from Conroy Gold Limited
521,230
523,380
Amount due from Karelian Diamond Resources P.L.C.
144,551
5,023
Amounts owed from Conroy Gold (Clontibret) Limited
25,094
37,162
Amounts owed from Conroy Gold (Longford-Down) Limited
10,793
15,944
Amounts owed by related parties
72,518
61,902
Prepayments
43,371
16,013
VAT receivable
21,412
-
Amounts owed from Conroy Gold (Armagh) Limited
-
5,182
838,969
664,606
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. (“Karelian”) is not a group company however the Company holds a 4.75% interest
in Karelian and it is also 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
31 May
2024
31 May
2023
€
€
Equity investment
143,943
143,943
Convertible loan
136,026
129,548
279,969
273,491
In May 2023, Karelian Diamond Resources P.L.C. reached an agreement whereby it capitalised an amount
equivalent to £125,000 of the amount owing to the Company. The amount agreed was 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. The quoted share price of Karelian Diamond Resources was 2.7p per share at 31 May 2023 and 2024. No
amendment was made to the carrying value of the investment to reflect this slight increase in fair value on the basis
of materiality.
A further amount outstanding equivalent to £112,500 was incorporated into a convertible loan note (“the 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. The Company and Karelian are in discussions to extend the term of this Loan Note. At the date
of these financial statements no agreement has been reached or entered into with regards to an extension of the
Loan Note or any other variation to the terms of the Loan Note.
Interest income of €6,481 (2023: €3) was earned on the financial asset during the year.
59
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
12 Cash and cash equivalents
Group
31 May
2024
31 May
2023
€
€
Cash held in bank accounts
143,532
557,934
143,532
557,934
Company
31 May
2024
31 May
2023
€
€
Cash held in bank accounts
55,943
53,136
55,943
53,136
13 Current liabilities
Trade and other payables
Group
31 May
2024
31 May
2023
€
€
Amounts falling due within one year:
Other creditors and accruals
660,627
614,121
Accrued Directors’ remuneration
Fees and other emoluments
2,617,549
2,464,317
Pension contributions
164,675
164,675
Accrued former Directors’ remuneration
Fees and other emoluments
443,022
464,125
3,885,873
3,707,238
Company
31 May
2024
31 May
2023
€
€
Amounts falling due within one year:
Other creditors and accruals
336,219
265,167
Amounts owing to Conroy Gold (Armagh) Limited
381,725
-
Accrued Directors’ remuneration
Fees and other emoluments
2,617,549
2,464,317
Pension contributions
164,675
164,675
Accrued former Directors’ remuneration
Fees and other emoluments
443,022
464,125
3,943,190
3,358,284
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 Maureen T.A. Jones, Professor Garth Earls, Brendan
McMorrow, Howard Bird, John Sherman and former Directors, namely Professor Richard Conroy (and his
beneficiaries), James P. Jones, Séamus P. Fitzpatrick and Dr. Sorċa Conroy do not propose to seek repayment of
amounts owed to them by the Group and the Company of €3,325,822 (31 May 2023: €3,046,692) for a minimum
period of 12 months from the date of approval of the consolidated financial statements, unless the Group and the
Company have sufficient funds to repay.
60
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
13 Current liabilities (continued)
Related party loans – Group and Company
Related party loans
31 May
2024
31 May
2023
€
€
Opening balance 1 June
136,999
136,999
Closing balance 31 May
136,999
136,999
The related party loans amounts relate to monies owed to Professor Richard Conroy (former Director) amounting to
€101,999 (31 May 2023: €101,999) and Séamus P. Fitzpatrick (former Director) amounting to €35,000 (31 May 2023:
€35,000). The former Directors (including the beneficiaries of Professor Richard Conroy) do not propose to seek
repayment of the remaining loan balances owed to them by the Group and Company at 31 May 2024 within 12
months of the date of approval of the consolidated financial statements, unless the Group and the Company have
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
All warrants in issue at 31 May 2023 lapsed during the year.
During the year ended 31 May 2024, 3,092,592 warrants were issued with a sterling exercise price of £0.225 and
expiry term of 3 years as part of an issue of new ordinary shares. No new warrants were issued in the prior year.
The fair value amount at grant date was valued using the Black Scholes Model and an amount of €104,895 was
recorded as a warrant liability and deducted from share premium as a share issue cost in accordance with the
Group’s accounting policies.
At 31 May 2024, the warrants in issue were fair valued and the resultant movement of €90,403 (2023: €257,050)
was reflected in the financial statements as a reduction in the fair value of warrants resulting in a warrant liability of
€14,492 as at 31 May 2024 (31 May 2023: €Nil). See Note 19.
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.
31 May
2024
31 May
2023
€
€
Opening Balance
-
388,219
Interest payable
-
14,991
Converted during the year
-
(403,210)
-
-
61
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
15
Other Creditors / Non-Controlling Interest
Convertible shares and Net Smelter Royalty
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 made investments 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
was effected by the issuance of convertible shares in each subsidiary company which have no voting or
participation rights. The total amounts invested by Demir Export in each subsidiary company of €3,707,218 were
recorded as non-controlling interests in the 2023 financial statements as they were convertible into ordinary equity
in certain circumstances under the joint venture agreements.
31 May
2024
31 May
2023
€
€
Conroy Gold (Clontibret) Limited
-
2,577,000
Conroy Gold (Longford Down) Limited
-
495,100
Conroy Gold (Armagh) Limited
-
635,118
-
3,707,218
On 29 April 2024, the Company entered into a binding agreement with Demir Export that resulted in Demir Export
exiting the joint venture. Demir Export had continued to spend on the project in the current financial year and at
the time of their exit, had invested a total of €5,657,671 in the subsidiary companies covered by the joint venture.
As a result of the joint venture exit, Demir transferred all convertible shares to the Company with the consideration
being the granting by the Company of a net smelter royalty interest payable from future production. The net
smelter royalty is calculated at a rate of 2% payable from commercial production of minerals from the joint venture
licences. The royalty payment will be made from the first mine or mines that are brought into production however
the total payment under the net smelter royalty is capped at the total amount invested by Demir Export of
€5,657,671.
This transaction is treated as an asset acquisition under IFRS 3 with the value of the intangible assets acquired
being equal to the investment into the subsidiary companies by Demir Export of €5,657,671 and the consideration
paid being the granting of the Net Smelter Royalty to Demir Export which is capped at the amount of the
investment. This liability is carried as a non-current liability under other creditors as it will only become payable
when a fully permitted mine is brought into production in one or more of the Group’s licences.
The fair value of the Net Smelter Royalty Liability as at 29 April 2024 (being the date of the transaction), was
calculated at €4,501,410 in accordance with the Group’s accounting policies as set out in Note 1. The resultant
reduction in liability of €1,156,261 is recognised as a gain in the Statement of Changes in Equity and recorded as
an increase in other reserves on the Group’s Statement of Financial Position.
The fair value of the liability was considered at the year-end in the context of any potential changes in underlying
assumptions and no amendment made as any relevant changes were immaterial.
62
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
16
Called up share capital and share premium – Group and Company
Authorised:
31 May
2024
31 May
2023
€
€
11,995,569,057 ordinary shares of €0.001 each
11,995,569
11,995,569
306,779,844 deferred shares of €0.02 each
6,135,597
6,135,597
437,320,727 deferred shares of €0.00999 each
4,368,834
4,368,834
22,500,000
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.
Issued and fully paid – Current financial year
Number of
ordinary
shares
Called up
share capital
€
Capital
conversion
reserve fund
€
Called up
deferred share
capital
€
Share premium
€
Start of financial year
44,756,101
44,756
30,617
10,504,431
15,698,805
Share issue
3,092,592
2,963
-
-
485,204
Share issue costs
-
-
-
-
(125,253)
End of financial year
47,848,693
47,719
30,617
10,504,431
16,058,756
(a) On 20 June 2023 the Company raised €488,167 through the issue of 3,092,593 ordinary shares of €0.001 in
the capital of the company at a price of £0.135 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
39,263
30,617
10,504,431
15,256,556
Share issue
5,493,221
5,493
-
-
442,249
End of financial year
44,756,101
44,756
30,617
10,504,431
15,698,805
Warrants: At 31 May 2024, there were warrants in issue over 3,092,592 shares exercisable at a price of £0.225 at
any time up to 13 June 2026, see also Note 19. There were no warrants outstanding in the prior year as all warrants
over shares in the company lapsed during the year.
Share Price: The share price at 31 May 2024 was £0.0912 (31 May 2023: £0.1675). During the financial year, the
price ranged from £0.0912 to £0.1725 (31 May 2023: from £0.1275 to £0.3150).
63
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
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 2024, the Group had work commitments of €48,000 (31 May 2023: €98,965) for year to 31 May 2025.
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 2024 (31 May 2023: €Nil).
18
Related party transactions
(a) Details as to shareholders and Directors’ loans and share capital transactions with Professor Richard Conroy
(former Director), Maureen T.A. Jones, Séamus P. Fitzpatrick (former Director) and Dr. Sorċa Conroy (former
Director) are outlined in in Note 13 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 2024, the Company incurred costs totalling €115,048 (31 May 2023:
€46,178) 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:
2024
2023
€
€
Office salaries
71,738
25,558
Rent and rates
13,310
10,145
Other operating expenses
30,000
10,475
115,048
46,178
64
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
18 Related party transactions (continued)
(c) At 31 May 2024 the company recorded a receivable of €144,551 from Karelian Diamond Resources P.L.C. (31
May 2023: €5,023). 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 2024, the Company paid €23,027 to
(31 May 2023: €32,500 received from) Karelian Diamond Resources P.L.C as part of the cost share arrangement.
(d) 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. The Company is in discussions in relation to the extension of this Loan Note.
(e) At 31 May 2024, Conroy Gold Limited owed €521,230 (31 May 2023: €523,380) to the Company.
(f) At 31 May 2024, the Company was owed €13,933 (31 May 2023: €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 €47,535 (31 May
2023: €37,535) is owed by Conroy P.L.C., a company in which Professor Richard Conroy has a controlling interest.
Amounts totalling €3,076 (31 May 2023: €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 2024, the Company was owed €25,094 (31 May 2023: €37,162) by Conroy Gold (Clontibret) Limited,
€10,793 (31 May 2023: €15,944) by Conroy Gold (Longford-Down) Limited and it owed €381,725 to (31 May 2023:
was owed €5,182 by) Conroy Gold (Armagh) Limited. These balances relate to administration and other costs that
are recharged to the subsidiaries from the Company and also relate to amounts advanced to or received from the
subsidiaries.
(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 €426,124 (31 May 2023: €440,663). Further
analysis of remuneration for each Director of the Company is set out in Note 2.
(i) Professor Garth Earls invoiced the Group for €2,933 (31 May 2023: €11,320) during the financial year for
professional services rendered to the Group. At 31 May 2024, Professor Garth Earls was owed €44,568 (31 May
2023: €37,426) in respect of these services and services to the company as director. Brendan McMorrow invoiced
the Group for €Nil (31 May 2023: €23,750) during the financial year for professional services rendered to the Group.
At 31 May 2024, Brendan McMorrow was owed €44,604 (31 May 2023: €29,961) in respect of these services and
services to the company as director. Prior to his appointment as director, Cathal Jones invoiced the Group for
€20,000 in respect of professional services provided to the company during the year and was owed €35,000 by the
Group at 31 May 2024 in respect of those services.
(j) During the prior 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.
65
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
19 Share-based payments
The Company has an equity-settled share-based payment arrangement with non-market performance conditions.
At 31 May 2024, there were no share options outstanding (31 May 2023: €Nil).
The company issued 3,092,592 warrants on 23 June 2023 at a price of £0.225 per shares and with a term of three
years and an estimated fair value at date of grant of €104,895. Details of the warrants outstanding during the
financial year are below.
2024
2024
2023
2023
No. of share
warrants
Weighted
average exercise
price
€
No. of share
warrants
Weighted
average exercise
price
€
At 1 June
-
-
10,793,116
0.646
Issued during the financial year
(Note 16)
3,092,592
0.264
-
-
Lapsed during the financial year
(10,793,116)
At 31 May
3,092,592
0.264
-
-
During the years ended 31 May 2024 no warrants lapsed (31 May 2023: 10,793,116 warrants lapsed).
As a result of the valuation performed at year end, the fair value of the sterling based warrants was €14,492 at 31
May 2024 (31 May 2023: €Nil) and accordingly €90,403 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:
31 May
2024
20 June
2023
31 May
2023
Warrants
Warrants
Warrants
Dividend yield
0%
0%
N/A
Share price volatility
46.49%
43.00%
N/A
Risk free interest rate
4.72%
4.72%
N/A
Expected life (in years)
2 years
3 years
N/A
66
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
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) Inflation;
(b) Interest rate risk;
(c)
Foreign currency risk;
(d) Liquidity risk; and
(e) Credit risk.
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management
framework.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and
systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group Audit
Committee oversees how management monitors compliance with the Group’s risk management policies and
procedures and framework in relation to the risks faced.
(a) Inflation
The Group is exposed to the risk associated with inflation such as the impact of increased operating expenses
including rent, light and 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 2024 or 31 May 2023 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 2024 and 31 May 2023, 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 2024:
Sterling exposure
Euro exposure
Total
denominated in €
€
€
Cash and cash equivalents
695
142,837
143,532
Trade and other payables
(111,586)
(3,774,287)
(3,885,873)
Other receivables and Vat receivable
-
243,026
243,026
Amount
owed
by
Karelian
Diamond
Resources P.L.C
-
144,551
144,551
Related party loans
-
(136,999)
(136,999)
Total exposure
(110,891)
(3,380,872)
(3,491,763)
67
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
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 2023:
Sterling exposure
Euro exposure
Total
denominated in €
€
€
Cash and cash equivalents
3,082
554,852
557,934
Trade and other payables
(50,930)
(3,656,308)
(3,707,238)
Other receivables
-
119,805
119,805
Amount owed by Karelian Diamond
Resources P.L.C
-
5,023
5,023
Related party loans
-
(136,999)
(136,999)
Total exposure
(47,848)
(3,113,627)
(3,161,475)
The following are the significant exchange rates that applied against €1 during the financial year:
Average rate
2024
Average rate
2023
Spot rate
31 May
2024
Spot rate
31 May
2023
GBP
0.860
0.869
0.851
0.865
Sensitivity analysis
A 10% strengthening of Euro against Sterling, based on outstanding financial assets and liabilities at 31 May 2024
would have decreased the reported loss by €11,089 (31 May 2023: €4,789) 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 2024 were as follows:
Item
Carrying
amount €
Contractual
cash flows €
6 months
or less €
6 -12
months €
1-2 years
€
2-5 years
€
Trade and other
payables (including
related party loans)
3,885,873
3,885,873
427,144*
3,458,729**
-
-
3,885,873
3,885,873
427,144
3,458,729
-
-
68
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
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 2023 were as follows:
Item
Carrying
amount €
Contractual
cash flows €
6 months
or less €
6 -12
months €
1-2 years
€
2-5 years
€
Trade and other
payables (including
related party loans)
3,707,238
3,707,238
431,280*
3,275,958**
-
-
3,707,238
3,707,238
431,280
3,275,958
-
-
*The amount of €427,144 (31 May 2023: €431,280) relates to other creditors and accruals.
**The Directors, namely Maureen T.A. Jones, Professor Garth Earls, Brendan McMorrow, Howard Bird, John
Sherman and former Directors, namely Professor Richard Conroy (and his beneficiaries), James P. Jones, Séamus P.
Fitzpatrick and Dr. Sorċa Conroy do not propose to seek repayment of amounts owed to them by the Group and the
Company of €3,325,822 (31 May 2023: €3,046,692) within 12 months of the date of approval of the financial
statements, unless the Group has sufficient funds to repay.
The Group had cash and cash equivalents of €143,532 at 31 May 2024 (31 May 2023: €557,934).
(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 2024 and 31 May 2023 was:
31 May
2024
31 May
2023
€
€
Cash and cash equivalents
143,532
557,934
Amount owed by Karelian Diamond Resources Plc
144,551
5,023
Other receivables (Note 10)
243,026
119,805
531,109
682,762
The Group’s cash and cash equivalents are held at AIB Bank which has a credit rating of “BBB+” (31 May 2023: BBB+)
as determined by Standard & Poor's Credit Rating, and Bank of Ireland which has a short term credit rating of “F2’’
(31 May 2023: F2) as determined by Standard & Poor's Credit Rating.
69
Annual Report and Consolidated Financial Statements 2024 Conroy Gold and Natural Resources Plc
Conroy Gold and Natural Resources P.L.C.
Notes to the financial statements (continued)
for the financial year ended 31 May 2024
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 2024 and 31 May 2023, 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.
The remaining receivables, relate to prepayments, government revenue payments and amounts receivable from
Group/related companies (as set out in Note 10). The directors are confident that the probability of any default in
relation to these items is so low that the amount of any ECL would be immaterial.
(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
2024 and 31 May 2023, 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.
21 Post balance sheet events
On 9 October 2024, the Company raised €411,495 (£344,635) before expenses through the issue of 7,255,482 new
ordinary shares of €0.001 in the capital of the company at a price of £0.0475 per share in order to fund the
company’s exploration activities and strengthen its working capital position. Each share carries a warrant to
subscribe for up to one new Ordinary Share at a price of 9.5 pence per Ordinary Share exercisable for 12 months.
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 2024
These consolidated financial statements were approved by the Board of Directors on 27 November 2024 and
authorised for issue on 28 November 2024.
A copy of the audited consolidated financial statements will be available on the Company’s website
www.conroygoldandnaturalresources.com and will be available from the Company’s registered office at Shannon
Airport House, Shannon Free Zone, Shannon, Co. Clare, V14E370, Ireland.