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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Conroy Gold & Natural Resources Plc | LSE:CGNR | London | Ordinary Share | IE00BZ4BTZ13 | ORD EUR0.001 (CDI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 12.00 | 11.00 | 12.50 | 0.00 | 07:30:02 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Gold Ores | 257k | -363k | -0.0081 | -14.81 | 5.37M |
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TIDMCGNR
30 November 2020
Conroy Gold and Natural Resources plc
("Conroy Gold" or "the Company")
FINAL RESULTS FOR THE YEAR TO 31 MAY 2020
NOTICE OF ANNUAL GENERAL MEETING
Conroy Gold and Natural Resources plc (AIM: CGNR), the gold exploration and
development company focused on Ireland and Finland, is pleased to report its
audited accounts for the year to 31 May 2020.
Highlights:
* Joint Venture Heads of Terms signed with Anglo Asian Mining - Post Year End
* Ground geophysical survey at Clontibret gold deposit identified new
geological and structural features
* The 2019 drill programme confirmed the size of the Slieve Glah target area
and the potential of the overall licence area
* Significant additional funds raised
Chairman, Professor Richard Conroy, commented:
"Work continued throughout the year on the 65 km (40 mile) district scale gold
trend which the Company has discovered. The excellent technical results were
enhanced by the signing, in July, of Heads of Terms for a Joint Venture.
"We look forward to finalising Joint Venture arrangements and to developing our
first mine and to further successful exploration on our other licences in
Ireland and Finland."
Final Results for the Year to 31 May 2020
The full audited annual report and accounts for the year to 31 May 2020
("Annual Report") can be viewed below:
"ANNUAL REPORT"
The Annual Report will be posted to shareholders today and will be published on
the Company's website (www.conroygold.com) today. Key elements can also be
viewed at the bottom of this announcement.
Annual General Meeting
The annual general meeting of the Company ("AGM") will be held at 12 noon on 23
December 2020 at the Company's office 3300 Lake Drive, Citywest Business
Campus, Dublin 24 D24 TD21. A copy of the notice of AGM will be able to be
viewed shortly on the Company's website.
Coronavirus (COVID-19) Impact on the AGM
Given the current situation in relation to COVID-19, this year's AGM format
will be a closed meeting and purely procedural in format. In addition, all
resolutions will be taken on a poll (with votes cast by proxy). Shareholders
should therefore not attend the AGM in person this year as to do so would be
inconsistent with current government guidelines relating to COVID-19.
Shareholders will still be able to vote by proxy using the usual online and
postal facilities and further details on how to vote are set out in the Notice
of AGM.
For further information please contact:
Conroy Gold and Natural Resources plc Tel: +353-1-479-6180
Professor Richard Conroy, Chairman
Allenby Capital Limited (Nomad) Tel: +44-20-3328-5656
Nick Athanas/Nick Harriss
Brandon Hill Capital Limited (Joint Broker) Tel: +44-20-3463-5000
Jonathan Evans
First Equity Limited (Joint Broker) Tel: +44-20-7330-1883
Jason Robertson
Lothbury Financial Services Tel: +44-20-3290-0707
Michael Padley
Hall Communications Tel: +353-1-660-9377
Don Hall
Visit the website at: www.conroygold.com
Key Information Extracted from Annual Report
Chairman's Statement
Excellent progress continued on the 65 km (40 mile) new district scale gold
trend which the Company has discovered along the Orlock Bridge Fault Zone in
north eastern Ireland. These excellent technical results were mirrored by the
industry interest in the project shown at the Prospector's and Developers
Association Conference ("PDAC") in Toronto, in March and, post year end, by the
signing of Heads of Terms ("HoT") for a proposed Joint Venture with Anglo Asian
Mining plc ("AAZ").
Business Development
The Company's objective of making a major economic mineral discovery is, with
the discovery of a new district scale mineral resource, its recognition in the
industry and the signing of HoT for the development of the first gold mine,
well on its way to achievement.
The first gold mine planned, at Clontibret in Co Monaghan, is likely to be
followed by a series of other gold mines along the trend as a number of other
gold targets, some of them with a gold-in-soil footprint greater than
Clontibret's, have already been discovered along the trend.
The Company's licences cover an area of over 800km2 and give exclusive rights
to Conroy to apply for a mining lease or licence. Ireland is a mining friendly
country with an established mining tradition and a favourable business climate.
There is security of tenure combined with a fiscal framework and excellent
infrastructure and technical services.
The then Irish Minister for Mines, Mr Sean Canney T.D., attended both the 2019
and the 2020 PDAC Conference and visited the Company's booth accompanied by
members of his Department. Minister Canney confirmed the positive attitude of
successive Irish Governments towards mining and praised the Irish mineral
sector and the contribution it makes to the economy, pointing out that "Relying
on distant resources (for minerals) is becoming untenable".
This attitude is echoed in Finland where the Company has promising exploration
acreage for both gold and copper.
Heads of Terms with Anglo Asian Mining plc
Post year end, the Company entered into a non-binding Heads of Terms for an
agreement regarding a proposed joint venture between the Company and AAZ. The
joint venture's proposed goal is the development of a gold mine and further
exploration of the series of gold targets along the trend that the Company has
discovered in the Longford-Down Massif.
Under the HoT, it is proposed that AAZ will acquire an initial 17.5% working
interest in a joint venture for committing to spend a minimum of EUR2 million on
a Primary Expenditure Programme.
AAZ will have an option to increase its working interest to 25% by spending an
additional EUR2 million to complete the Primary Expenditure Programme, with a
combined minimum of EUR4 million.
Under the HoT, AAZ has the option to acquire a total of 55% working interest in
exchange for committing to meet the necessary expenditures of the Secondary
Expenditure Programme including drilling and other technical requirements,
environmental studies, final feasibility studies, planning application and
permission and mining permitting, land acquisition in order to advance the
Clontibret Gold Deposit to mine construction ready status, and a further EUR3
million on exploration across the Company's other licences.
325,000 warrants to acquire ordinary shares in Conroy Gold at 16p were issued
to AAZ with additional warrants proposed to be issued upon completion of the
final Joint Venture Agreement. The initial 325,000 warrants were exercised by
AAZ, as announced by the Company in November 2020.
The proposed joint venture remains subject to, inter alia, the completion of
due diligence and the entering into of definitive documentation including the
final joint venture agreement. In addition, the proposed joint venture, should
it proceed on the basis anticipated under the HoT, will be subject to the
Company seeking shareholder approval.
Conroy and AAZ continue to work towards the goal of entering into a definitive,
final joint venture agreement, however, the COVID-19 pandemic and related
restrictions has resulted in progress being slower than expected. The Company
will provide further update announcements at the appropriate time.
Exploration Results
Exploration on the Company's licences in the Longford-Down Massif continued to
yield excellent results during the year.
The results included gold antimony results from Clontibret, new gold
mineralisation at Glenish and gold-in-bedrock at Slieve Glah. Results from a
new geophysical survey are likely to be of particular value in relation to
controls on high grade gold grades at Clontibret.
COVID-19
The onset of the COVID-19 pandemic impacted the Company's activities in the
last quarter of the financial year. In accordance with the Irish Government's
COVID-19 related public health measures and public health advice staff worked
remotely.
Since the outbreak of the COVID-19 pandemic, the Company has taken necessary
measures in accordance with Government guidelines to protect the health, safety
and wellbeing of its employees, contractors and partners in Ireland and
Finland. COVID-19 continues to limit field and laboratory work given the
restrictions on operations and movement and other work also continues in
relation to the Company's exploration and development programme.
Directors and executives took a 50% reduction in fees and salaries while
technical and field staff took a 25% reduction in salaries.
Financials
The loss after taxation for the financial year ended 31 May 2020 was EUR677,380
(2019: EUR557,569) and the net assets as at 31 May 2020 were EUR17,645,315 (2019: EUR
17,873,326). During the year, the Company raised EUR350,000 through the issue of
Convertible Loan Notes and a further GBP302,500 through a placing and
subscription of new ordinary shares in the Company. Full details are set out at
Notes 13 and 14 in the Consolidated Financial Statements.
Post year end, the Company's cash resources have been supplemented by a placing
and subscription of new ordinary shares to raise GBP800,000 at 25 pence per
share, as announced by the Company in August 2020, and warrant exercises which
have resulted in further funds of GBP455,333 being received between July 2020 and
November 2020. The funds are being used to support activities in relation to
the AAZ joint venture, to advance the Company's gold exploration activities in
Finland and for general working capital purposes.
Directors and Staff
I would like to express my deep appreciation of the support and dedication of
all the directors, consultants and staff which has made possible the continued
progress and success which the Company has achieved. I am particularly pleased
to welcome Howard M. Bird, a very distinguished geoscientist who, post year
end, joined the Board as a Non-Executive Director.
Future Outlook
We are approaching a new era and I look forward to the Company continuing with
its record of success in exploration and to the successful development of its
first gold mine on the new district-scale gold trend which it has discovered in
Ireland.
Professor Richard Conroy
Chairman
30 November 2020
Extract from the Independent Auditor's Report
The following section is extracted from the Independent Auditor's Report but
shareholders should read in full the Independent Auditor's Report contained in
the Annual Report.
Material uncertainty relating to going concern
We draw your attention to Note 1 in the financial statements, which indicates
that the Group incurred a loss in the financial year ended 31 May 2020 of EUR
677,380 and, as of that date, the Group and Parent Company had net current
liabilities of EUR4,338,318 and EUR3,981,670 respectively.
In response to this, we:
* Obtained an understanding of the Group's and Company's controls over the
preparation of cash flow forecasts and approval of the projections and
assumptions used in cash flow forecasts to support the going concern
assumption, and assessed the design and determined the implementation of these
controls;
* Evaluated the Directors'plans and their feasibility by challenging the key
assumptions used in the cash flow forecast provided by agreeing the inputs to
expenditure commitments and other supporting documentation;
* Obtained an understanding of Directors' plans to enable the Group and Parent
Company to raise the funds required to meet the expenditure commitments of the
Group and Parent Company;
* Inspected confirmations received by the Group and Parent Company from the
Directors and former Directors that they will not seek repayment of amounts
owed to them by the Group and Parent Company within 12 months of the date of
approval of the financial statements, unless the Group has sufficient funds to
repay;
* Inspected the confirmation received from Karelian Diamond Resources Plc that
it does not intend to seek repayment of amounts owed by the Group and Parent
Company within 12 months of the date of approval of the financial statements,
unless the Group has sufficient funds to repay;
* Assessed the mechanical accuracy of the cash flow forecast model;
* Assessed the adequacy of the disclosures made in the financial statements.
* We obtained evidence of the post year end share issues supporting the cash
flow projections for the Group and Parent Company.
As stated in Note 1, these events or conditions along with other matters as set
forth in Note 1 indicate that a material uncertainty exists that may cast
significant doubt on Group's and Parent Company's ability to continue as a
going concern. Our opinion is not modified in respect of this matter.
Consolidated Income Statement for the financial year ended 31 May 2020
Note 2020 2019
EUR EUR
Continuing operations
Operating expenses (677,380) (557,573)
Finance income - interest - 4
Loss before taxation (677,380) (557,569)
Income tax expense - -
Loss for the financial year (677,380) (557,569)
Loss per share
Basic loss per share (0.0278) (0.0244)
Diluted loss per share (0.0278) (0.0244)
The total loss for the financial year is entirely attributable to equity
holders of the Company.
Consolidated statement of comprehensive income for the financial year ended 31
May 2020
2020 2019
EUR EUR
Loss for the financial year (677,380) (557,569)
Income recognised in other comprehensive -
income -
Total comprehensive loss for the financial (677,380) (557,569)
year
The total comprehensive loss for the financial year is entirely attributable to
equity holders of the Company.
Consolidated statement of financial position as at 31 May 2020
31 May 31 May
2020 2019
As restated
EUR EUR
Assets
Non-current assets
Intangible assets 22,330,743 21,772,045
Property, plant and equipment 10,692 11,347
Total non-current assets 22,341,435 21,783,392
Current assets
Cash and cash equivalents 117,270 77,299
Other receivables 89,948 106,181
Total current assets 207,218 183,480
Total assets 22,548,653 21,966,872
Equity
Capital and reserves
Share capital presented as equity 10,530,645 10,528,124
Share premium 13,084,647 12,727,194
Capital conversion reserve fund 30,617 30,617
Share-based payments reserve 574,875 751,293
Other reserve 8,333 -
Retained deficit (6,583,802) (6,163,902)
Total equity 17,645,315 17,873,326
Liabilities
Non-current liabilities
Convertible loans 357,802 -
Total non-current liabilities 357,802 -
Current liabilities
Trade and other payables 3,885,704 3,541,714
Related party loans 659,832 551,832
Total current liabilities 4,545,536 4,093,546
Total liabilities 4,903,338 4,093,546
Total equity and liabilities 22,548,653 21,966,872
The financial statements were approved by the Board of Directors on 30 November
2020 and authorised for issue on 30 November 2020.
Consolidated statement of changes in equity for the financial year ended 31 May
2020
Share capital Share Capital Share- Other Retained Total
premium conversion based reserve deficit equity
reserve payment
fund reserve
EUR EUR EUR EUR EUR EUR EUR
10,528,124 12,727,194 30,617 751,293 - (6,163,902) 17,873,326
Balance at 1
June 2019
Share issue (see 2,521 357,453 - - - - 359,974
Note 14)
Share issue - - - - - (16,420) (16,420)
costs
Share based - - - 97,482 - - 97,482
payments
Conversion - - - - 8,333 - 8,333
feature
(convertible
loans)
Transfer from - - - (273,900) - 273,900 -
share-based
payment reserve
to retained
deficit
Loss for the - - - - - (677,380) (677,380)
financial year
Balance at 31 10,530,645 13,084,647 30,617 574,875 8,333 (6,583,802) 17,645,315
May 2020
Share capital Share Capital Share- Other Retained Total
premium conversion based reserve deficit equity
reserve payment
fund reserve
EUR EUR EUR EUR EUR EUR EUR
-
Balance at 1 10,524,488 12,174,285 30,617 995,489 (5,850,529) 17,874,350
June 2018
Share issue (see 552,909 - - - - 556,545
Note 14) 3,636
Transfer from - - - (244,196) - 244,196 -
share-based
payment reserve
to retained
deficit
Loss for the - - - - - (557,569) (557,569)
financial year
Balance at 31 10,528,124 12,727,194 30,617 751,293 - (6,163,902) 17,873,326
May 2019
Consolidated statement of cash flows for the financial year ended 31 May 2020
2020 2019
EUR EUR
Cash flows from operating activities
Loss for the financial year (677,380) (557,569)
Adjustments for:
Depreciation 1,884 1,885
Share based payment 97,482 -
Interest expense 16,135 -
(561,879) (555,684)
Increase in payables 339,762 341,326
Decrease/(increase) in receivables 16,233 (33,883)
Net cash used in operating activities (205,884) (248,241)
Cash flows from investing activities
Expenditure on intangible assets (558,698) (771,759)
Purchase of property, plant and equipment (1,229) -
Cash used in investing activities (559,927) (771,759)
Cash flows from financing activities
Issue of share capital 359,974 556,545
Share issue costs (16,420) -
Proceeds from convertible loans issue 350,000 -
Advances from Karelian Diamond Resources P.L.C. 45,046 89,397
Payments to Karelian Diamond Resources P.L.C. (40,818) (148,293)
Advances from related parties 108,000 366,489
Net cash provided by financing activities 805,782 864,138
Increase/(decrease) in cash and cash equivalents 39,971 (155,862)
Cash and cash equivalents at beginning of financial 77,299 233,161
year
Cash and cash equivalents at end of financial year 117,270 77,299
Notes to the consolidated financial statements for the financial year ended 31
May 2020
1. Accounting policies
Reporting entity
Conroy Gold and Natural Resources P.L.C. (the "Company") is a company domiciled
in Ireland. The consolidated financial statements of the Company for the
financial year ended 31 May 2020 comprise the financial statements of the
Company and its subsidiaries (together referred to as the "Group"). The Company
is a public limited company incorporated in Ireland under registration number
232059. The registered office is located at 3300 Lake Drive, Citywest Business
Campus, Dublin 24, D24 TD21, Ireland.
Basis of preparation
The consolidated financial statements are presented in Euro ("EUR"). The EUR is the
functional currency of the Company. The consolidated financial statements are
prepared under the historical cost basis except for derivative financial
instruments, where applicable, which are measured at fair value at each
reporting date.
The preparation of consolidated financial statements requires the Board of
Directors and management to use judgements, estimates and assumptions that
affect the application of policies and reported amounts of assets, liabilities,
income and expenses. Actual results may differ from those estimates. Estimates
and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is
revised and in any future periods affected. Details of critical judgements are
disclosed in the accounting policies. The consolidated financial statements
were authorised for issue by the Board of Directors on 30 November 2020.
Going Concern
The Group and the Company incurred a loss of EUR677,380 (2019: a loss of EUR
557,569) for the financial year ended 31 May 2020. The Group and the Company
had net assets of EUR17,645,315 (2019: EUR17,873,326) at that date. The Group had
net current liabilities of EUR4,338,318 (2019: EUR3,910,066) and the Company had
net current liabilities of EUR3,981,670 (2019: EUR3,560,948) at that date. The
Group and the Company had cash and cash equivalents of EUR117,270 at 31 May 2020
(2019: EUR77,299). The Directors, namely Professor Richard Conroy, Maureen T.A.
Jones, Professor Garth Earls and Brendan McMorrow and former Directors, namely,
James P. Jones, Séamus P. Fitzpatrick, C. David Wathen, Louis J. Maguire, Dr.
Sor?a Conroy and Michael E. Power, have confirmed that they will not seek
repayment of amounts owed to them by the Group and the Company of EUR3,197,755
(2019: EUR2,917,454) within 12 months of the date of approval of the financial
statements, unless the Group has sufficient funds to repay. In addition,
Karelian Diamond Resources P.L.C. has confirmed that it does not intend to seek
repayment of amounts owed to it at 31 May 2020 by the Group and the Company of
EUR58,469 (2019: EUR54,241) within 12 months of the date of approval of the
consolidated financial statements, unless the Group has sufficient funds to
repay.
Subsequent to the year-end, on 31 July 2020, the Company received a notice to
exercise warrants to subscribe for 1,358,333 ordinary shares of EUR0.001 each at
a price of 16 pence per Ordinary Share for which funds of EUR241,013 (GBP217,333)
have been received. On 11 August 2020, the Company raised EUR887,164 (GBP800,000)
through a placing of 3,200,000 ordinary shares of EUR0.001 in the capital of the
Company at a price of GBP0.25 sterling per placing share. On 17 August 2020, the
Company received a notice to exercise warrants to subscribe for 100,000
ordinary shares of EUR0.001 each at a price of 16 pence per Ordinary Share for
which funds of EUR17,743 (GBP16,000) have been received. In November 2020, before
the signing date, the Company announced that it has received a notice to
exercise warrants over a total of 1,387,500 ordinary shares of EUR0.001 each at
an exercise price of 16 pence per Ordinary Share, for which funds of EUR247,800
(GBP222,000) have been received by the Company.
The Board of Directors have considered carefully the financial position of the
Group and the Company and in that context, have prepared and reviewed cash flow
forecasts for the period until November 2021. As set out in the Chairman's
statement, the Group and the Company expects to incur capital expenditure in
2021, consistent with its strategy.
The Directors recognise that net current liabilities of EUR4,338,318 is a
material uncertainty that may cast significant doubt on the Company's ability
to continue as a going concern and, therefore, that it may be unable to realise
its assets and discharge its liabilities in the normal course of business. In
reviewing the proposed work programme for exploration and evaluation of assets
and on the basis of the funds raised since the year-end date, the results
obtained from the exploration programme and the prospects for raising
additional funds as required, the Board of Directors are satisfied that it is
appropriate to prepare the financial statements on a going concern basis. The
consolidated and the Company's financial statements do not include any
adjustments to the carrying value and classification of assets and liabilities
that would arise if the Group and the Company were unable to continue as going
concern.
Statement of compliance
The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted by the European
Union ("EU"). The Company's financial statements have been prepared in
accordance with Financial Reporting Standard 101: Reduced Disclosure Framework
("FRS101").
Recent accounting pronouncements
The following new standards, amendments to standards and interpretations
adopted and endorsed by the EU have been issued to date and are not yet
effective for the financial year from 1 June 2019:
* Amendments to references to the Conceptual Framework in IFRS Standards -
Effective date 1 January 2020
* Amendments to IFRS 3 Business Combinations - Definition of a Business -
Effective date 1 January 2020
* Amendments to IFRS 9, IAS 39 and IFRS 7 - Interest Rate Benchmark Reform -
Effective date 1 January 2020
* Amendment to IFRS 16 about providing lessees with an exemption from
assessing whether a COVID-19-related rent concession is a lease
modification - Effective date 1 June 2020
The adoption of the above amendments to standards and interpretations is not
expected to have a significant impact on the consolidated financial statements
either due to being not applicable or immaterial.
The following new standards and amendments to standards have been issued by the
International Accounting Standards Board but have not yet been endorsed by the
EU, accordingly none of these standards have been applied in the current year.
The Board of Directors are currently assessing whether these standards once
endorsed by the EU will have any impact or a material impact on the
consolidated financial statements.
* Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between an
investor and its associate or joint venture - postponed indefinitely
* IFRS 1 amendments resulting from Annual Improvements to IFRS Standards
2018-2020 (subsidiary as a first-time adopter) - Effective date 1 January
2022
* IFRS 3 amendments updating a reference to the Conceptual Framework -
Effective date 1 January 2022
* IFRS 4 amendments regarding the expiry date of the deferral approach -
Effective date 1 January 2023
* Amendments to IFRS 4, IFRS 7, IFRS 9, IFRS 16, and IAS 39 regarding
replacement issues in the context of the IBOR reform - Effective date 1
January 2021
* IFRS 17: Insurance contracts - Effective date deferred to 1 January 2023
* IAS 1 amendments regarding the classification of liabilities - Effective
date 1 January 2023
* IAS 16 amendments prohibiting a company from deducting from the cost of
property, plant and equipment amounts received from selling items produced
while the company is preparing the asset for its intended use - Effective
date 1 January 2022
* IAS 37 amendments regarding the costs to include when assessing whether a
contract is onerous - Effective date 1 January 2022
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.
2. Loss per share
2020 2019
EUR EUR
Loss for the financial year attributable to equity (677,380) (557,569)
holder of the Company
Basic earnings per share
No. of No. of
shares shares
Number of ordinary shares at start of financial 23,693,039 20,056,674
year
Number of ordinary shares issued during the 2,520,833 3,636,365
financial year
Number of ordinary shares at end of financial year 26,213,872 23,693,039
Weighted average number of ordinary shares for the 24,404,398
purposes of basic earnings per share 22,875,878
Basic loss per ordinary share (0.0278) (0.0244)
Diluted loss per share
Weighted average number of diluted ordinary 24,404,398
shares for the purposes of diluted loss per 22,875,878
share
Diluted loss per ordinary share (0.0278) (0.0244)
As at 31 May 2020, Nil options and 3,424,109 warrants (2019: Nil options
and 788,692 warrants), were excluded
from the computation of the dilutive loss per share as their strike price
was greater than the average share price in
the respective years. However, as the Company incurred the loss for the
financial year ended 31 May 2020, the
warrants were not included in the calculation.
3. Intangible assets
Exploration and evaluation assets
Group: Cost 31 May 2020 31 May 2019
EUR EUR
At 1 June 21,772,045 21,000,286
Expenditure during the financial year
* Licence and appraisal costs 189,591 380,394
* Other operating expenses 369,107 391,365
At 31 May 22,330,743 21,772,045
Exploration and evaluation assets relate to expenditure incurred in the
development of mineral exploration opportunities. These assets are carried at
historical cost and have been assessed for impairment in particular with regard
to the requirements of IFRS 6: Exploration for and Evaluation of Mineral
Resources relating to remaining licence or claim terms, likelihood of renewal,
likelihood of further expenditure, possible discontinuation of activities over
specific claims and available data which may suggest that the recoverable value
of an exploration and evaluation asset is less than its carrying amount.
The Board of Directors have considered the proposed work programmes for the
underlying mineral resources. They are satisfied that there are no indications
of impairment.
The Board of Directors note that the realisation of the intangible assets is
dependent on further successful development and ultimate production of the
mineral resources and the availability of sufficient finance to bring the
resources to economic maturity and profitability.
Mineral interests are categorised as follows:
Group: Ireland 31 May 31 May
Cost 2020 2019
EUR EUR
At 1 June 19,426,207 18,713,795
Expenditure during the financial year
* Licence and appraisal costs 180,265 379,752
* Other operating expenses 313,741 332,660
* Equity settled share-based payments - -
At 31 May 19,920,213 19,426,207
Group: Finland 31 May 31 May
Cost 2020 2019
EUR EUR
At 1 June 2,345,838 2,286,491
Expenditure during the financial year
* LLicence and appraisal costs 9,326 642
* Other operating expenses 55,366 58,705
* Equity settled share-based payments - -
At 31 May 2,410,530 2,345,838
4. Cash and cash equivalents
Group and Company 31 May 31 May
2020 2019
EUR EUR
Cash held in bank accounts 117,270 77,299
117,270 77,299
5. Current liabilities - as restated
Trade and other payables
Group and Company 31 May 31 May
2020 2019
Amounts falling due within one EUR EUR
year
Accrued Directors' remuneration
Fees and other emoluments 2,324,218 2,043,099
Pension contributions 164,675 164,675
Accrued former Directors'
remuneration
Fees and other emoluments 642,476 643,294
Pension contributions 79,083 79,083
Other creditors and accruals 616,783 557,322
Amounts owed to Karelian Diamond Resources 58,469 54,241
P.L.C.
3,885,704 3,541,714
It is the Group's practice to agree terms of transactions, including payment
terms with suppliers. It is the Group's policy that payment is made according
to the agreed terms. The carrying value of the trade and other payables
approximates to their fair value.
The Directors, namely Professor Richard Conroy, Maureen T.A. Jones, Professor
Garth Earls and Brendan McMorrow and former Directors, namely James P. Jones,
Séamus P. Fitzpatrick, C. David Wathen, Louis J. Maguire, Dr. Sor?a Conroy and
Michael E. Power, have confirmed that they will not seek repayment of amounts
owed to them by the Group and the Company of EUR3,197,755 (2019: EUR2,917,454) for
a minimum period of 12 months from the date of approval of the consolidated
financial statements, unless the Group has sufficient funds to repay.
In addition, please refer to Note 16(c) in the financial statements in relation
to amounts payable by Karelian Diamond Resources P.L.C.
Related party loans - Group and Company
Related party loans 31 May 31 May
2020 2019
EUR EUR
Opening balance 1 June 551,832 185,343
Loan advance 108,000 366,489
Loan repayment - -
Closing balance 31 May 659,832 551,832
The related party loans amounts relate to monies owed to Professor Richard
Conroy amounting to EUR315,918 (2019: EUR282,918), Maureen T.A. Jones amounting to
EUR49,425 (2019: EUR49,425), Séamus P. Fitzpatrick (former Director) amounting to EUR
69,489 (2019: EUR69,489) and Dr. Sor?a Conroy (former Director) amounting to EUR
225,000 (2019: EUR150,000). The Directors' and former Directors' have confirmed
that they will not seek repayment of amounts owed to it by the Group and
Company at 31 May 2020 within 12 months of the date of approval of the
consolidated financial statements, unless the Group has sufficient funds to
repay. There is no interest payable in respect of these loans, no security has
been attached to these loans and there is no repayment or maturity terms. Dr.
Sor?a Conroy and Séamus P. Fitzpatrick are both former directors in the Company
having left the board in August 2017 (and are shareholders of the Company
owning less than 3% of the issued share capital of the Company). Neither Dr.
Sor?a Conroy, nor Séamus P. Fitzpatrick are classified as related parties under
the AIM Rules for Companies.
6. Non-current liabilities -as restated
Convertible loan notes
The Company raised EUR350,000 through the issue of two unsecured convertible loan
notes ("Convertible Loan Notes") to Hard Metal Machine Tools Limited (the
"Lender"). Both Convertible Loan Notes have a term of three years and attract
interest at a rate of 5% per annum which is payable on the redemption or
conversion of the Convertible Loan Notes. The Convertible Loan Notes are
unsecured. The first Convertible Loan Note has a monetary amount of EUR250,000
and was issued on 15 July 2019. This Convertible Loan Note, including the total
amount of accrued but unpaid interest, is convertible at the conversion price
of GBP0.07 at any time. Interest incurred on this Convertible Loan Note is EUR
12,785 for the period. The second Convertible Loan Note has a monetary amount
of EUR100,000 and was issued on 30 October 2019. This Convertible Loan Note,
including the total amount of accrued but unpaid interest, is convertible at
the conversion price of GBP0.06 at any time. Interest incurred on this
Convertible Loan Note is EUR3,350 for the period.
7. 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 2020, the Group had work commitments of EUR388,000 (2019: EUR275,000) for
the forthcoming financial year, in respect of prospecting licences held.
8. Post balance sheet events
On 20 July 2020, the Company entered into a non-binding Heads of Terms
regarding a proposed joint venture between the Company and Anglo Asian Mining
plc. The joint venture's goal is the development of a gold mine and further
exploration and development of a series of gold targets along the 65km (40
mile) district scale gold trend that the Company has discovered in the Longford
- Down Massif in Ireland. Concurrent with the signing, the Company issued to
Anglo Asian warrants to subscribe for 325,000 ordinary shares of EUR0.001 each in
the capital of the Company at an exercise price of 16 pence per Ordinary Share
with an initial exercise period of 6 months from the date of the signing.
On 28 July 2020, the Company appointed Howard Bird as a non-executive Director.
On 31 July 2020, the Company received a notice to exercise warrants to
subscribe for 1,358,333 ordinary shares of EUR0.001 each at a price of 16 pence
per Ordinary Share for which funds of EUR241,013 (GBP217,333) have been received.
On 11 August 2020, the Company raised EUR887,164 (GBP800,000) through a placing of
3,200,000 ordinary shares of EUR0.001 in the capital of the Company at a price of
GBP0.25 sterling per placing share.
On 17 August 2020, the Company received a notice to exercise warrants to
subscribe for 100,000 ordinary shares of EUR0.001 each at a price of 16 pence per
Ordinary Share for which funds of EUR17,743 (GBP16,000) have been received.
In November 2020, before the signing date, the Company announced that it has
received a notice to exercise warrants over a total of 1,387,500 ordinary
shares of EUR0.001 each at an exercise price of 16 pence per Ordinary Share, for
which funds of EUR247,800 (GBP222,000) have been received by the Company.
COVID-19 continues to limit field and laboratory work given the restrictions on
operations and movement and other work also continues in relation to the
Company's exploration and development programme. There were no other events
after the reporting year requiring adjustment to or disclosure in, these
audited consolidated financial statements.
There were no other events after the reporting year requiring adjustment to or
disclosure in these audited consolidated financial statements.
9. Prior year adjustment
The Company and Consolidated Statement of Financial Position as at 31 May 2019
previously presented related party loans amounting to EUR551,832 within
non-current liabilities. Following a review of the applicable terms and
conditions, the Directors determined that these amounts should, more
appropriately, be classified within current liabilities. The Company and
Consolidated Statements of Financial Position as at 31 May 2019 have therefore
been adjusted to reflect the impact of this reclassification.
In line with the requirements of IAS 8 Accounting policies, changes in
accounting estimates and errors, the comparative figures for the year ended 31
May 2019 have been restated as follows:
As previously Effect of As
stated 31 May restatement restated 31
2019 31 May 2019 May 2019
Balance Sheet
EUR EUR EUR
Non-current liabilities
Related party loans 551,832 (551,832) -
Total non-current liabilities 551,832 (551,832) -
Current liabilities
Trade and other payables 3,541,714 - 3,541,714
Related party loans - 551,832 551,832
Total current liabilities 3,541,714 551,832 4,093,546
There is no impact on Net Assets, Total equity and liabilities or the Company
and Consolidated Statements of Comprehensive Income.
10. Approval of the audited consolidated financial statements for the financial
year ended 31 May 2020
These audited consolidated financial statements were approved by the
Board of Directors on 30 November 2020. A copy of the audited consolidated
financial statements will be available on the Company's website
www.conroygold.com and will be available from the Company's registered office
at 3300 Lake Drive, Citywest Business Campus, Dublin 24, D24 TD21, Ireland.
END
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November 30, 2020 13:00 ET (18:00 GMT)
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