Conroy Gold & Natural Resources Plc Final Results

 
TIDMCGNR 
 
29 November 2023 
 
[2011 Jan 28 CGNR Logo] 
 
Conroy Gold and Natural Resources plc 
 
("Conroy Gold" or "the Company") 
 
FINAL RESULTS FOR THE YEAR TO 31 MAY 2023 
 
NOTICE OF ANNUAL GENERAL MEETING 
 
Conroy Gold and Natural Resources plc (AIM: CGNR), the gold and base metals 
exploration and development company, is pleased to report its audited accounts 
for the year to 31 May 2023. 
 
Highlights: 
 
  · Joint Venture ("JV") with Demir Export A.S. ("Demir Export") with the 
primary aim of developing one or more gold mines in the Longford - Down Massif 
in Ireland became fully operational. The investment by Demir Export is directly 
into three operating companies, wholly owned subsidiaries of Conroy Gold, which 
have been established to hold and operate the various licences in the JV. 
 
  · A major feature of the year was the discovery of a second district scale 
gold trend in the Longford-Down Massif in Ireland, along a geological structure 
known as the Skullmartin Fault Zone. 
 
  · An extensive drilling programme across the licence area has yielded 
important and exciting results.  These included a continuous gold intersection 
of 40m @ 1.2 g/t Au discovered on the Derryhennet section of the very large Clay 
Lake gold target in Co Armagh indicating the overall potential of the Clay Lake 
gold target for high tonnage and gold content. 
 
  · In addition step-out and stockwork drilling on the Clontibret gold deposit 
has shown continuity between the Clontibret gold deposit and the Corcaskea gold 
target. 
 
  · At Creenkill, on the newly discovered gold trend, visible gold and gold 
assay results of up to 123g/t Au (4oz tonne gold) were discovered in quartz 
breccia bedrock. 
 
Chairman, Professor Richard Conroy, commented: 
 
"The Joint Venture with Demir Export is now fully operational and during the 
year an extensive drill programme of 6,000m was undertaken and a new gold 
district discovered. Excellent drilling results have indicated the potential of 
the Clay Lake good target for high tonnage and gold content and the continuity 
of the Clontibret gold deposit with the Corcaskea gold target. We look forward 
to continued successful progress." 
 
Annual Report and Accounts for the year to 31 May 2023 
 
The full audited annual report and accounts for the year to 31 May 2023 will be 
posted to shareholders today and will be published on the Company's website 
(www.conroygold.com) shortly. Key elements can also be viewed at the bottom of 
this announcement. 
 
Annual General Meeting 
 
The Annual General Meeting of the Company ("AGM") will be held at The Conrad 
Dublin Hotel, Earlsfort Terrace, Dublin at 12 noon on 21 December 2023. A copy 
of the notice of AGM can be viewed on the Company's website. 
 
For further information please contact: 
 
Conroy Gold and Natural Resources PLC  [phone] 
 
Professor Richard Conroy, Chairman 
Allenby Capital Limited (Nomad)        [phone] 
 
Nick Athanas / Nick Harriss 
Peterhouse Capital Limited (Broker)    [phone] 
 
Lucy Williams / Duncan Vasey 
Lothbury Financial Services            [phone] 
 
Michael Padley 
Hall Communications                    [phone] 
 
Don Hall 
 
Visit the website at: www.conroygold.com 
 
Key Information Extracted from Annual Report 
 
Chairman's Statement 
 
Dear Shareholder, 
 
I have great pleasure in presenting the Company's Annual Report and Consolidated 
Financial Statements for the year ended 31st May 2023.  The year was one of 
further highly successful progress for Conroy Gold and Natural Resources PLC 
(the "Company" or "Conroy Gold"), during which a second district scale gold 
trend was discovered and the Joint Venture ("JV") with Demir Export A.S. ("Demir 
Export") became fully operational. 
 
A major feature of the year was the discovery of a second district scale gold 
trend in the Longford-Down Massif in Ireland, where the Company previously 
discovered the Orlock Bridge gold trend, also a district scale gold trend.  The 
new gold trend lies along a geological structure known as the Skullmartin Fault 
Zone, lying to the south of the Orlock Bridge Fault Zone. 
 
This new gold trend, the Skullmartin gold trend, extends for approximately 24km 
and, like the Orlock Bridge gold trend, has the potential to hold many gold 
targets. The Company has already identified a highly exciting discovery along 
the new trend at Creenkill in County Armagh with visible gold and gold assay 
results of up 123 g/t Au (4oz gold per tonne). 
 
As well as the discovery of the new gold trend, an extensive drilling programme 
across the JV licence area has yielded other highly important and exciting 
results, both during the period under review and post year end. The drilling 
programme included step-out and stockwork drilling on the Clontibret gold 
deposit.  This has shown continuity between the Clontibret gold deposit and the 
Corcaskea gold target, where historic trenching demonstrated high gold grades 
and has extended the deposit 400 metres to the North East. 
 
Drilling at the Clay Lake gold target, which is a very extensive gold target 
nearly 3 km in length and in places 2 km wide, has yielded excellent results 
including a continuous intersection of 40 metres at 1.2 g/t Au.  The Clay Lake 
gold target area could have the potential to contain a major gold deposit. 
 
The Company's land position over both gold trends has been secured with licences 
(in both Ireland and Northern Ireland) extending over an area of more than 1,000 
sq km. 
 
The JV with Demir Export has a primary focus on the development of a gold mine, 
or mines, along the two district scale gold trends which have been discovered. 
To administer the JV project, three 100% owned subsidiaries of Conroy Gold have 
been established.  These are: (i) Conroy Gold (Clontibret) Limited which now 
holds the Clontibret licence; (ii) Conroy Gold (Armagh) Limited which now holds 
the Mines Royal Options and Prospecting Licences in Northern Ireland and; (iii) 
Conroy Gold (Longford Down) Limited which holds the remaining JV licences. These 
subsidiaries are now fully operational. 
 
The JV, which is an earn-in JV, is structured over three phases of work: 
 
·                     Phase 1 - ?4.5 million plus (plus ?1 million on signing 
agreement) to earn an initial 25% in the three subsidiaries; 
 
·                     Phase 2 - ?4.5 million plus to earn a further 15%; and 
 
·                     Phase 3 - all expenditure required to bring a given mining 
project to shovel ready status (including all planning and land acquisition 
costs) to earn a further 17.5% giving a total 57.5% in that given project with 
Conroy Gold retaining the right to a 42.5% interest or to avail of one or other 
of various options including a carry option through to production or a net 
smelter royalty. 
 
Demir Export have now invested in excess of ?4.5 million since March 2022 en 
route an anticipated investment of over ?6 million which will be required to 
complete Phase 1.   Demir Export is a long-established mining company with 
interests in iron, coal, gold and base metals, including zinc and copper.  Demir 
Export is owned by the Koç family who also control and largely own the largest 
industrial conglomerate in Türkiye (Turkey), a Fortune Global 500 Company and 
the leading investment holding company in Türkiye's (Turkey's) fast expanding 
economy. 
 
Conroy Gold also holds other licences in both Ireland and Finland which are not 
part of the JV. The Company thus has an extensive exploration portfolio and an 
established joint venture whose primary objective is to develop one, or more, 
gold mines in the district scale gold trends which Conroy Gold has discovered in 
Ireland. 
 
Mining in Ireland has a long tradition and the Board and management of the 
Company has already been involved in the discovery and development of two major 
mines in Ireland (Galmoy and Lisheen).  Excellent infrastructure is already in 
place in the JV's licence area including, power, a road network and service 
facilities.  There is an established mining tradition in the area which, indeed, 
was once known as the Armagh-Monaghan Mining district. 
 
Post Period 
 
Work has continued on the licence areas with the intention to extend and confirm 
the JV's knowledge of the significant discoveries already made. 
 
In County Armagh, 100m north-east of the existing find, quartz breccia in 
bedrock was discovered with returns of up to 6.6 g/t gold; the first results 
from Creenkill were promising with 11.5 g/t and 5.8 g/t intercepts with a 
further 4 nearby anomalous gold areas being discovered; gold in bedrock was also 
discovered at Drumavaddy, Slieve Glah. 
 
In total, 6,000 metres of drilling has been completed and 500 samples taken. 
 
Equity Interest in Karelian Diamond Resources PLC 
 
During the year the Company acquired an equity interest in AIM quoted Karelian 
Diamond Resources PLC ("Karelian Diamonds") through entering into a debt 
capitalisation arrangement including the issue of convertible loan notes.  As 
set out in the Financial Statements, the Company shares accommodation and staff 
with Karelian Diamonds and the two companies have certain common directors and 
shareholders.  Karelian Diamonds and Conroy Gold reached agreement that an 
amount equivalent to £125,000 owing to Conroy Gold be capitalised into 5,000,000 
new ordinary shares in the capital of Karelian Diamonds at a price of 2.5 pence 
per Karelian Diamonds share.  Remaining outstanding amounts equivalent to 
£112,500 were incorporated into a convertible loan with a term of 18 months 
attracting an interest rate of 5% per annum.  The loan note can be converted at 
the option of Conroy Gold, at a price equivalent to 5 pence per Karelian 
Diamonds share. 
 
Karelian Diamonds holds exploration licences in Northern Ireland in which assay 
results indicate the possible presence of Nickel, Copper and Platinum Group 
Metals mineralisation. Karelian Diamonds has also been conducting a promising 

diamond exploration programme in the Kuhmo region of Finland and owns the 
Lahtojoki diamond deposit in Finland, over which it holds a mining concession. 
 
Following the investment and the completion of a recent fundraising by Karelian 
Diamonds, Conroy Gold holds 5.29% of the issued share capital of Karelian 
Diamonds. 
 
Environmental, Social and Governance Issues 
 
These issues are of crucial importance at all stages of mining and particularly 
as we move towards mining development.  Great emphasis is placed by the JV on 
Environmental, Social and Governance issues.  Conroy Gold is committed to high 
standards of corporate governance and integrity in all of its activities and 
operations including rigorous health and safety compliance, environmental 
consciousness and the promotion of a culture of good ethical values and 
behaviour. 
 
The Company conducts its business with integrity, honesty and fairness and 
requires its partners, contractors and suppliers to meet similar ethical 
standards.  Individual staff members must ensure that they apply and maintain 
these standards in all their actions. 
 
As Chairman of the Board, I am required to regularly monitor and review the 
Company's ethical standards and cultural environment and, where necessary, take 
appropriate action to ensure proper standards are maintained. 
 
Financials 
 
The loss after taxation from continuing operations for the financial year ended 
31 May 2023 was ?362,829 (year ended 31 May 2022: ?256,484).  As at the 31 May 
2023, the Group had cash reserves of ?557,934 (year ended 31 May 2022: 
?1,216,097) and net assets of ?19,807,318 (year ended 31 May 2022: ?19,730,738). 
 
A fundraising of £400,000 at 13.5 pence per Ordinary Share was successfully 
arranged during the year, as announced by the Company on 20 June 2023. 
 
Exploration expenditures on the JV licences are covered by the joint venture 
agreement with Demir Export.  The Company has other exploration interests, both 
in Ireland and Finland, which are not covered by the JV which in due course 
could lead to further discoveries by the Company.  Ongoing general working 
capital expenditures must also be covered by the Company. 
 
Directors and Staff 
 
I would like to express my deepest appreciation for the support and dedication 
of the Directors, staff and consultants which has made possible the continued 
progress and success which the Company has achieved during the year. 
 
Professor Richard Conroy 
 
Chairman 
 
29 November 2023 
 
Extract from the Independent Auditor's Report 
 
The following section is extracted from the Independent Auditor's Report but 
shareholders should read in full the Independent Auditor's Report contained in 
the Annual Report. 
 
In auditing the financial statements, we have concluded that the directors' use 
of the going concern basis of accounting in the preparation of the financial 
statements is appropriate. 
 
We draw attention to Note 1 in the financial statements, which indicates that as 
at 31 May 2023 the group incurred a loss of ?362,829 and the parent company 
incurred a loss of ?357,617 and, as of that date, the group and parent company 
had net current liabilities of ?3,161,475 and ?2,777,541 respectively. 
 
As stated in Note 1, these events or conditions indicate that a material 
uncertainty exists that may cast significant doubt on the group's and parent 
company's ability to continue as a going concern. Our opinion is not modified in 
respect of this matter. 
 
Our evaluation of the directors' assessment of the group and parent company's 
ability to continue to adopt the going concern basis of accounting included: 
 
  · obtaining an understanding of the group and parent company's relevant 
controls over the preparation of cash flow forecasts and approval of the 
projections and assumptions used in cash flow forecasts to support the going 
concern assumption; 
  · assessing the design and determining the implementation of these relevant 
controls; 
  · evaluating directors' plans and their feasibility by agreeing the inputs 
used in the cash flow forecast to expenditure commitments and other supporting 
documentation; 
  · challenging the reasonableness of the assumptions applied by the directors 
in their going concern assessment; 
  · obtaining confirmations received by the group and parent company from the 
directors and former directors evidencing that they will not seek repayment of 
amounts owed to them by the group and parent company within 12 months of the 
date of approval of the financial statements, unless the group and/or parent has 
sufficient funds to repay; 
  · assessing the mechanical accuracy of the cash flow forecast model; and 
  · assessing the adequacy of the disclosures made in the financial statements. 
 
Consolidated statement of profit or loss 
 
                                    2023           2022 
                                    ?              ? 
 
Continuing operations 
 
Operating expenses                  (604,891)      (832,340) 
Movement in fair value of warrants  257,050        585,954 
Share-based payment expense         -              - 
 
Operating loss                      (347,841)      (246,386) 
 
Finance income - interest           3              41 
Interest expense                    (14,991)       (10,139) 
 
Net finance cost                    (14,988)       (10,098) 
 
Loss before taxation                (362,829)      (256,484) 
 
Income tax expense                  -              - 
 
Loss for the financial year         (362,829)      (256,484) 
 
Loss per share 
Basic loss per share                (0.0083)       (0.0065) 
 
Diluted loss per share  (0.0083)      (0.0065) 
 
The total loss for the financial year is entirely attributable to equity holders 
of the Company. 
 
Consolidated statement of financial position 
 
as at 31 May 2023 
 
                                                 2023           2022 
                                                 ?              ? 
 
Loss for the financial year                      (362,829)      (256,484) 
 
Income recognised in other comprehensive income  -              - 
 
Total comprehensive loss for the financial year  (362,829)      (256,484) 
 
Loss for the financial year attributable to: 
 
Equity holders of the Company  (362,829)      (256,484) 
 
Total comprehensive loss for the financial year attributable to: 
 
Equity holders of the Company  (362,829)      (256,484) 
 
Consolidated statement of financial position 
 
as at 31 May 2023 
 
                                               31 May         31 May 
 
                                               2023           2022 
                                               ?              ? 
Assets 
  Non-current assets 
   Intangible assets                           26,331,917     23,888,833 
   Property, plant and equipment               91,703         7,589 
   Financial assets                            273,491        - 
  Total non-current assets                     26,697,111     23,896,422 
 
  Current assets 
   Cash and cash equivalents                   557,934        1,216,097 
   Other receivables                           124,828        429,329 
  Total current assets                         682,762        1,645,426 
 
Total assets                                   27,379,873     25,541,848 
 
Equity 
  Capital and reserves 
   Share capital presented as equity           10,549,187     10,543,694 
   Share premium                               15,698,805     15,256,556 
   Capital conversion reserve fund             30,617         30,617 
   Share-based payments reserve                42,664         42,664 
   Other reserve                               71,596         79,929 
   Retained deficit                            (6,585,551)    (6,222,722) 
Total equity                                   19,807,318     19,730,738 
 
Non-controlling interests 
   Convertible shares in subsidiary companies  3,707,218      1,406,899 
Total non-controlling interests                3,707,218      1,406,899 
 
Liabilities 
  Non-current liabilities 
   Convertible loans                           -              388,219 
   Leases due > 1 year                         21,100         - 
   Warrant liabilities                         -              257,050 
  Total non-current liabilities                21,100         645,269 
 
  Current liabilities 
   Trade and other payables                    3,707,238      3,621,943 
   Related party loans                         136,999        136,999 
  Total current liabilities                    3,844,237      3,758,942 
 
Total liabilities                              3,865,337      4,404,211 
 
Attributable to equity holders of the Company  27,379,873     25,541,848 
 
Total equity, non           27,379,873    25,541,848 
-controlling interests and 
liabilities 
 
The financial statements were approved by the Board of Directors on 27 November 
2023 and authorised for issue on 29 November 2023. 
 
Consolidated statement of changes in equity 
 
for the financial year ended 31 May 2023 
 
           Share       Share       Capital     Share    Other    Retained 
Total 
           capital     premium     conversion  -based 
equity 
                                   reserve     payment  reserve  deficit 
                                   fund        reserve 
           ?           ?           ?           ?        ?        ?            ? 
Balance    10,543,694  15,256,556  30,617      42,664   79,929   (6,222,722) 
19,730,738 
at 1 
June 2022 
Share      5,493       442,249     -           -        (8,333)  - 
439,409 
issue 
Loss for   -           -           -           -        -        (362,829) 
(362,829) 
the 
financial 
year 
Balance    10,549,187  15,698,805  30,617      42,664   71,596   (6,585,551) 
19,807,318 
at 31 
May 2023 
 
           Share       Share       Capital     Share    Other    Retained 
Total 
           capital     premium     conversion  -based 
                                   reserve     payment  reserve  deficit 
equity 

                                   fund        reserve 
           ?           ?           ?           ?        ?        ?            ? 
Balance    10,543,694  15,256,556  30,617      42,664   79,929   (5,966,238) 
19,987,222 
at 1 
June 2021 
Loss for   -           -           -           -        -        (256,484) 
(256,484) 
the 
financial 
year 
Balance    10,543,694  15,256,556  30,617      42,664   79,929   (6,222,722) 
19,730,738 
at 31 
May 
 
2022 
 
Consolidated statement of cash flows 
 
for the financial year ended 31 May 2023 
 
                              2023             2022 
                              ?                ? 
Cash flows from operating 
activities 
Loss for the financial year   (362,829)        (256,484) 
Adjustments for non-cash 
items: 
Movement in fair value of     (257,050)        (585,954) 
warrants 
Interest expense              14,991           10,139 
Depreciation                  18,095           1,885 
                              (586,793)        (830,414) 
 
Payments from Karelian        -                70,000 
Diamond Resources P.L.C. 
Decrease/(increase) in        31,009           (40,560) 
receivables 
Increase/ (decrease) in       142,594          (3,255) 
payables 
Net cash used in operating    (413,190)        (804,229) 
activities 
 
Cash flows from investing 
activities 
Expenditure on intangible     (2,443,083)      (899,859) 
assets 
Purchase of property, plant   (102,209)        - 
and equipment 
Net Cash used in investing    (2,545,292)      (899,859) 
activities 
 
Cash flows from financing 
activities 
Convertible shares in         2,300,319        1,406,899 
subsidiary companies 
Net cash provided by          2,300,319        1,406,899 
financing activities 
 
(Decrease)/ increase in cash  (658,163)        (297,189) 
and cash equivalents 
Cash and cash equivalents at  1,216,097        1,513,286 
beginning of financial year 
Cash and cash equivalents at  557,934          1,216,097 
end of financial year 
 
1   Accounting policies 
 
Reporting entity 
 
Conroy Gold and Natural Resources P.L.C. (the "Company") is a company domiciled 
in Ireland. The consolidated financial statements of the Company for the 
financial year ended 31 May 2023 comprise the financial statements of the 
Company and its subsidiaries (together referred to as the "Group"). The Company 
is a public limited company incorporated in Ireland under registration number 
232059. The registered office is located at 3300 Lake Drive, Citywest Business 
Campus, Dublin 24, D24 TD21, Ireland. 
 
The Company is a mineral exploration and development company whose objective is 
to discover and develop world class ore bodies in order to create value for its 
shareholders 
 
Basis of preparation 
 
The consolidated financial statements are presented in euro ("?"). The ? is the 
functional currency of the Company. The consolidated financial statements are 
prepared under the historical cost basis except for derivative financial 
instruments, where applicable, which are measured at fair value at each 
reporting date. 
 
The preparation of consolidated financial statements requires the Board of 
Directors and management to use judgements, estimates and assumptions that 
affect the application of policies and reported amounts of assets, liabilities, 
income and expenses. Actual results may differ from those estimates. Estimates 
and underlying assumptions are reviewed on an ongoing basis. Revisions to 
accounting estimates are recognised in the period in which the estimate is 
revised and in any future periods affected. Details of critical judgements are 
disclosed in the accounting policies. The consolidated financial statements were 
authorised for issue by the Board of Directors on 29 November 2023. 
 
Statement of compliance 
 
The consolidated financial statements have been prepared in accordance with 
International Financial Reporting Standards ("IFRS") as adopted by the European 
Union ("EU") and the requirements of the Companies Act 2014. The Company's 
financial statements have been prepared in accordance with Financial Reporting 
Standard 101: Reduced Disclosure Framework ("FRS101") and the requirements of 
the Companies Act 2014. 
 
Basis of consolidation 
 
The consolidated financial statements include the financial statements of Conroy 
Gold and Natural Resources P.L.C. and its subsidiaries. Subsidiaries are 
entities controlled by the Company. Control exists when the Group is exposed to 
or has the right to variable returns from its involvement with the entity and 
has the ability to affect those returns through its control over the entity. In 
assessing control, potential voting rights that presently are exercisable are 
taken into account. The financial statements of subsidiaries are included in the 
consolidated financial statements from the date that control commences until the 
date that control ceases. Intra-Group balances, and any unrealised income and 
expenses arising from intra-Group transactions are eliminated in preparing the 
consolidated financial statements. The Company recognises investment in 
subsidiaries at cost less impairment. 
 
Going Concern 
 
The Group recorded a loss of ?362,829 (31 May 2022: ?256,484) and the Company 
recorded a loss of ?357,617 (31 May 2022: ?256,484) for the financial year ended 
31 May 2023. The Group had net assets of ?19,807,318 (31 May 2022: ?19,730,738) 
and the Company had net assets of ?19,812,530 (31 May 2022: ?19,730,738) at that 
date. The Group had net current liabilities of ?3,161,475 (31 May 2022: 
?2,113,516) and the Company had net current liabilities of ?2,777,541 (31 May 
2022: ?1,476,293) at that date. The Group had cash and cash equivalents of 
?557,934 at 31 May 2023 (31 May 2022: ?1,216,097). The Company had cash and cash 
equivalents of ?53,136 at 31 May 2023 (31 May 2022: ?964,997). 
 
The Directors, namely Professor Richard Conroy, Maureen T.A. Jones, Professor 
Garth Earls, Brendan McMorrow, Howard Bird  and former Directors, namely, James 
P. Jones, Séamus P. Fitzpatrick and Dr. Sorca Conroy have confirmed that they 
will not seek repayment of amounts owed to them by the Group and the Company of 
?3,046,692 (31 May 2022: ?3,069,148) which are included in net current 
liabilities, within 12 months of the date of approval of the financial 
statements, unless the Group has sufficient funds to repay. 
 
Since the Joint Venture Agreement with Demir Export was completed, an initial 
payment of ?1 million was made to the Company and in excess of a further ?3.5 
million has been advanced by Demir Export to date funding the ongoing drilling 
programme under the Joint Venture Agreement.  In excess of 7,000 metres have 
been drilled to date, with more work planned for 2024. 
 
The Board of Directors have considered carefully the financial position of the 
Group and the Company and in that context, have prepared and reviewed cash flow 
forecasts for the period until 30 November 2024. The Directors have fully 
considered both current and future capital expenditure commitments and the 
options to fund such commitments in the twelve month period to November 2024. 
 
The Directors recognise that the Group's net current liabilities of ?3,161,475 
(31 May 2022: ?2,113,516) is a material uncertainty that may cast significant 
doubt on the Group and the Company's ability to continue as a going concern and, 
therefore, that it may be unable to realise its assets and discharge its 
liabilities in the normal course of business. In reviewing the proposed work 
programme for exploration and evaluation of assets, the results obtained from 
the exploration programme, the funds raised post year end, the prospects for 
raising additional funds as required and the completed Joint Venture Agreement, 
the Board of Directors are satisfied that it is appropriate to prepare the 
financial statements on a going concern basis. The consolidated and the 
Company's financial statements do not include any adjustments to the carrying 
value and classification of assets and liabilities that would arise if the Group 
and the Company were unable to continue as going concern. 
 
Recent accounting pronouncements 
 
(a)  New and amended standards adopted by the Group and the Company 
 
The Group and the Company have adopted the following amendments to standards for 
the first time for its annual reporting year commencing 1 June 2022: 
 
?IFRS 4 amendments regarding the expiry date of the deferral approach - 
Effective date 1 January 2023; 
 
?IAS 8 amendments regarding the definition of accounting estimates - Effective 
date 1 January 2023; 
 
?IAS 1 amendments regarding the disclosure of accounting policies  - Effective 
date 1 January 2023; 
 
?IFRS 17 Insurance contracts - Effective date deferred to 1 January 2023; 
 
?Amendment to IFRS 16 about providing lessees with an extension of one year to 
exemption from assessing whether a COVID-19-related rent concession is a lease 
modification - Effective date 1 April 2021; 
 
?IFRS 3 amendments updating a reference to the Conceptual Framework - Effective 
date 1 January 2022; 
 
?IAS 37 amendments regarding the costs to include when assessing whether a 
contract is onerous - Effective date 1 January 2022; 
 
?IFRS 1 amendments resulting from Annual Improvements to IFRS Standards 
2018-2020 (subsidiary as a first-time adopter) - Effective date 1 January 2022; 
and 
 
?IFRS 9 amendments resulting from Annual Improvements to IFRS Standards 
2018-2020 (fees in the `'10 per cent" test for derecognition of financial 
liabilities) - Effective date 1 January 2022; Amendments to IAS 12 Income taxes: 
Deferred tax related to assets and liabilities arising from a single 
transaction - Effective date 1 January 2023. 
 
(b)  New standards and interpretations not yet adopted by the Group and the 
Company 
 
The adoption of the above amendments to standards had no significant impact on 
the financial statements of the Group and the Company either due to being not 
applicable or immaterial. 
 
Certain new accounting standards and interpretations have been published that 

are not mandatory for 31 May 2023 reporting periods and have not been early 
adopted by the Group and the Company. 
 
The following new standards and amendments to standards have been issued by the 
International Accounting Standards Board but have not yet been endorsed by the 
EU, accordingly, none of these standards have been applied in the current year. 
The Board of Directors is currently assessing whether these standards once 
endorsed by the EU will have any impact on the financial statements of the Group 
and the Company. 
 
?Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between an 
investor and its associate or joint venture - Postponed indefinitely; 
 
?Amendments to IFRS 16 Leases: Lease liability in a sale and leaseback - 
Effective date 1 January 2024; and 
 
?Amendments to IAS 1 Presentation of Financial Statements: Classification of 
liabilities as current or non-current and classification of liabilities as 
current or non-current - Effective date 1 January 2024. 
 
2Loss per share 
 
                                               2023             2022 
                                               ?                ? 
Loss for the financial year attributable to    (362,829)        (256,484) 
equity holders of the Company 
Basic loss per share 
                                               No. of shares    No. of shares 
 
Number of ordinary shares at start of          39,262,880       39,262,880 
financial year 
Number of ordinary shares issued during the    5,493,221        - 
financial year 
Number of ordinary shares at end of            44,756,101       39,262,880 
financial year 
 
Weighted average number of ordinary shares     43,671,058       39,262,880 
for the purposes of basic earnings per 
share 
 
Loss per ordinary share                        (0.0083)         (0.0065) 
 
Diluted loss per share 
 
The effect of share options and warrants is anti-dilutive. 
 
3Intangible assets 
 
Exploration and evaluation assets 
Group: Cost                                     31 May 2023    31 May 2022 
                                                ?              ? 
At 1 June                                       23,888,833     22,988,974 
Expenditure during the financial year 
?License and appraisal costs                    1,795,401      30,986 
?Other operating expenses                       647,683        868,873 
At 31 May                                       26,331,917     23,888,833 
 
Company: Cost                                   31 May 2023    31 May 2022 
                                                ?              ? 
At 1 June                                       3,421,364      22,469,838 
Expenditure during the financial year 
?License and appraisal costs                    68,724         30,986 
?Other operating expenses                       161,509        523,623 
Transfer of intangible assets to subsidiaries   -              (18,423,344) 
Sale of intangible assets to subsidiaries       -              (1,000,000) 
Transfer of current year costs to subsidiaries  -              (179,739) 
At 31 May                                       3,651,597      3,421,364 
 
Exploration and evaluation assets relate to expenditure incurred in the 
development of mineral exploration opportunities. These assets are carried at 
historical cost and have been assessed for impairment in particular with regard 
to the requirements of IFRS 6: Exploration for and Evaluation of Mineral 
Resources relating to remaining licence or claim terms, likelihood of renewal, 
likelihood of further expenditure, possible discontinuation of activities over 
specific claims and available data which may suggest that the recoverable value 
of an exploration and evaluation asset is less than its carrying amount. 
 
The Irish licenses in relation to Clontibret, Longford Down and Armagh were 
transferred to the three new subsidiaries in the prior year. See Note 7. All 
prior costs capitalised in line with IFRS 6 as above, in relation to these three 
licenses, were transferred to the subsidiaries where the licenses are now held. 
Costs incurred in the current year in relation to the licenses held by the 
companies either were or will be recharged to the subsidiaries. 
 
The Board of Directors have considered the proposed work programmes for the 
underlying mineral resources. They are satisfied that there are no indications 
of impairment. 
 
The Board of Directors note that the realisation of the intangible assets is 
dependent on further successful development and ultimate production of the 
mineral resources and the availability of sufficient finance to bring the 
resources to economic maturity and profitability. Please refer to Note 17 for 
details of further work commitments. 
 
Mineral interests are categorised as follows: 
 
Group: Ireland                                    31 May        31 May 
 
Cost                                              2023          2022 
 
                                                  ?             ? 
At 1 June                                         21,086,461    20,506,725 
Expenditure during the financial year 
?License and appraisal costs                      1,794,850     28,752 
?Other operating expenses                         622,324       550,984 
At 31 May                                         23,503,635    21,086,461 
 
Group: Finland                                    31 May        31 May 
 
Cost                                              2023          2022 
 
                                                  ?             ? 
At 1 June                                         2,802,372     2,482,249 
Expenditure during the financial year 
?License and appraisal costs                      550           2,234 
?Other operating expenses                         25,360        317,889 
At 31 May                                         2,828,282     2,802,372 
 
Company: Ireland                                  31 May        31 May 
 
Cost                                              2023          2022 
 
                                                  ?             ? 
At 1 June                                         618,992       19,987,589 
Expenditure during the financial year 
?License and appraisal costs                      68,174        28,752 
?Other operating expenses                         136,149       205,734 
Transfer of intangible assets to subsidiaries     -             (18,423,344) 
Sale of intangible assets to subsidiaries         -             (1,000,000) 
Transfer of current year costs to subsidiaries    -             (179,739) 
At 31 May                                         823,315       618,992 
 
Company: Finland                                  31 May        31 May 
 
Cost                                              2023          2022 
 
                                                  ?             ? 
At 1 June                                         2,802,372     2,482,249 
Expenditure during the financial year 
?License and appraisal costs                      550           2,234 
?Other operating expenses                         25,360        317,889 
At 31 May                                         2,828,282     2,802,372 
 
4Cash and cash equivalents 
 
Group                           31 May     31 May 
 
                                2023       2022 
                                ?          ? 
 
Cash held in bank accounts      557,934    1,216,097 
                                557,934    1,216,097 
 
Company                       31 May    31 May 
 
                              2023      2022 
                              ?         ? 
 
Cash held in bank accounts    53,136    964,997 
                              53,136    964,997 
 
5 Current liabilities 
 
Trade and other payables 
 
Group                                       31 May       31 May 
 
                                            2023         2022 
                                            ?            ? 
Other creditors and accruals                614,121      552,795 
Amounts falling due within one year: 
Accrued Directors' remuneration 
     Fees and other emoluments              2,464,317    2,368,045 
     Pension contributions                  164,675      164,675 
Accrued former Directors' remuneration 
       Fees and other emoluments            464,125      507,345 
       Pension contributions                -            29,083 
                                            3,707,238    3,621,943 
 
Company                                     31 May       31 May 
 
                                            2023         2022 
                                            ?            ? 
Other creditors and accruals                265,167      433,701 
Amounts falling due within one year: 
Accrued Directors' remuneration 
     Fees and other emoluments              2,464,317    2,368,045 
     Pension contributions                  164,675      164,675 
Accrued former Directors' remuneration 
       Fees and other emoluments            464,125      507,345 
       Pension contributions                -            29,083 
                                            3,358,284    3,502,849 
 
It is the Group's practice to agree terms of transactions, including payment 
terms with suppliers. It is the Group's policy that payment is made according to 
the agreed terms. The carrying value of the trade and other payables 
approximates to their fair value. 
 
The Directors, namely Professor Richard Conroy, Maureen T.A. Jones, Professor 
Garth Earls, Brendan McMorrow, Howard Bird and former Directors, namely James P. 
Jones, Séamus P. Fitzpatrick and Dr. Sorca Conroy have confirmed that they will 
not seek repayment of amounts owed to them by the Group and the Company of 
?3,046,692 (31 May 2022: ?3,069,148) for a minimum period of 12 months from the 
date of approval of the consolidated financial statements, unless the Group has 
sufficient funds to repay. 
 
Related party loans - Group and Company 
 
Related party loans     31 May     31 May 
 
                        2023       2022 
                        ?          ? 

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 amounting to ?101,999 (31 May 2022: ?101,999) and Séamus P. Fitzpatrick 
(former Director) amounting to ?35,000 (31 May 2022: ?35,000). The Directors and 
former Director have confirmed that they will not seek repayment of the 
remaining loan balances owed to them by the Group and Company at 31 May 2023 
within 12 months of the date of approval of the consolidated financial 
statements, unless the Group has sufficient funds to repay. There is no interest 
payable in respect of these loans, no security has been attached to these loans 
and there is no repayment or maturity terms. Séamus P. Fitzpatrick is a former 
director in the Company having left the board in August 2017 (and is a 
shareholder of the Company owning less than 3% of the issued share capital of 
the Company). 
 
6    Non-current liabilities 
 
Warrant liabilities 
 
No new warrants were issued in the current year or in the prior year.  All 
warrants in issue at 31 May 2022 lapsed during the year. 
 
          As a result ?257,070 was reflected in the financial statements as a 
reduction in the fair value of warrants. 
 
Convertible loan 
 
On 15 July 2019, the Company entered into an unsecured convertible loan 
agreement for ?250,000 with Hard Metal Machine Tools Limited (the "Lender"). 
This loan note attracted an interest rate of 5% and was convertible into 
ordinary equity at a price of 7 pence sterling per share.  A further unsecured 
convertible loan note for ?100,000 was issued on 30 October 2019 to the Lender 
and carried a similar interest rate and a conversion price of 6 pence sterling 
per share.   Both loan notes together with all accrued interest were converted 
into a total of 5,417,935 new ordinary shares in the capital of the company 
during the year ended 31 May 2023. 
 
                             31 May       31 May 
 
                             2023         2022 
                             ?            ? 
Opening Balance              388,219      378,080 
Interest payable             14,991       10,139 
Converted during the year    (403,210)    - 
                             -            388,219 
 
7Non-controlling interests 
 
Convertible shares 
 
Under the terms of the joint venture and related agreements entered into between 
the Company and Demir Export on 31 December 2021, in return for fulfilling 
funding and other obligations as set out in the agreements, Demir Export will 
earn an equity interest in the following wholly owned subsidiaries of the 
Company: Conroy Gold (Clontibret) Limited, Conroy Gold (Longford Down) Limited 
and Conroy Gold (Armagh) Limited. The investment by Demir Export is effected by 
the issuance of convertible shares in each subsidiary company which have no 
voting or participation rights. 
 
 
 
When all of the conditions (including, inter-alia a minimum of ?5.5 million in 
cash investment) in relation to the first phase of the joint venture operation 
(Phase 1) have been fulfilled, the convertible shares will be converted into 
ordinary shares in each subsidiary company such that Demir Export will hold a 
25% ordinary equity interest in each company. Demir Export can earn further 
equity in each subsidiary company by meeting the commitments set down in Phases 
2 and 3 of the joint venture. 
 
At 31 May 2023, Demir Export had invested ?3,707,218 in the subsidiary companies 
with convertible shares issued for the first ?2,557,218 of this investment and 
the balance to be issued post year end in line with the agreement. This amount 
is recorded as a non-controlling interest at the year end. Post year end this 
investment has increased to in excess of ?4,500,000. 
 
The joint venture agreements provide that in certain limited circumstances, 
Demir Export will be entitled to a net smelter royalty in the licences, capped 
at the level of investment made, in lieu of their convertible shares should it 
exit or terminate its involvement in the joint venture during the current Phase 
1 stage. 
 
                                     31 May       31 May 
 
                                     2023         2022 
                                     ?            ? 
Conroy Gold Clontibret Limited       2,577,000    1,206,899 
Conroy Gold Longford Down Limited    495,100      100,000 
Conroy Gold Armagh Limited           635,118      100,000 
                                     3,707,218    1,406,899 
 
8Commitments and contingencies 
 
Exploration and evaluation activities 
 
The Group has received prospecting licences under the Republic of Ireland 
Mineral Development Acts 1940 to 1995 for areas in Monaghan and Cavan. It has 
also received licences in Northern Ireland for areas in Armagh in accordance 
with the Mineral Development Act (Northern Ireland) 1969. 
 
At 31 May 2023, the Group had work commitments of ?98,965 (31 May 2022: 
?328,055) for year to 31 May 2024, in respect of these prospecting licences 
held. These commitments will be funded by Demir Export A.S., the JV partner on 
Longford Down Massif as per the agreed terms of the JV agreement. 
 
The Group also hold prospecting license in Finland which are currently under 
application for extending, however there are no work or financial commitments in 
respect of these licenses as at 31 May 2023 (31 May 2022: ?Nil) 
 
9Related party transactions 
 
(a)Details as to shareholders and Directors' loans and share capital 
transactions with Professor Richard Conroy, Maureen T.A. Jones, Séamus P. 
Fitzpatrick (former Director) and Dr. Sorca Conroy (former Director) are 
outlined in in Note 12 of the consolidated financial statements. The loans do 
not incur interest, are not secured and will not be called upon within twelve 
months from the date of signing of these consolidated financial statements. 
 
(b) For the financial year ended 31 May 2023, the Company incurred costs 
totalling ?46,179 (31 May 2022: ?100,313) on behalf of Karelian Diamond 
Resources P.L.C., which has certain common shareholders and Directors. These 
costs were recharged to Karelian Diamond Resources P.L.C. This intercompany 
account does not incur interest and no final settlement of the balance has been 
agreed. Both entities will continue to incur and share costs as with prior 
years. 
 
These costs are analysed as follows: 
 
                            2023      2022 
                            ?         ? 
 
Office salaries             25,558    72,469 
Rent and rates              10,146    15,850 
Other operating expenses    10,475    11,994 
                            46,179    100,313 
 
(c)At 31 May 2023 the company recorded a receivable of ?5,023 from Karelian 
Diamond Resources P.L.C. (31 May 2022: ?199,806). Amounts owed by Karelian 
Diamond Resources P.L.C. are included within trade and other receivables during 
the current year.  During the financial year ended 31 May 2023, the Company paid 
?32,500 to (31 May 2022: ?70,000 received from) Karelian Diamond Resources 
P.L.C. 
 
(d)During the financial year ended 31 May 2023, the Company charged ?46,179 (31 
May 2022: ?100,313) to Karelian Diamond Resources P.L.C. in respect of the 
allocation of certain costs as detailed in Note 17(b) above.  In May 2023, the 
Company converted amounts owing to it equivalent to ?143,943 (£125,000) into 
ordinary equity as detailed in Note 11 and a further ?129,549 (£112,500) into a 
convertible loan instrument as detailed in Note 11. 
 
(e)At 31 May 2023, Conroy Gold Limited owed ?523,380 (31 May 2022: ?519,133) to 
the Company. 
 
(f)At 31 May 2023, the Company was owed ?13,933 (31 May 2022: ?13,933) by Trans 
-International Oil Exploration Limited. Professor Richard Conroy and Maureen 
T.A. Jones are Directors of Trans-International Oil Exploration Limited. 
Professor Richard Conroy holds 50.7% of the share capital of this company. A 
further ?37,535 (31 May 2022: ?35,885) is owed by Conroy P.L.C., a company in 
which Professor Richard Conroy has a controlling interest. Amounts totalling 
?3,076 (31 May 2022: ?3,076) were owed by companies in which Professor Richard 
Conroy and Maureen T.A. Jones hold a 50% interest each. The amounts owed by the 
various companies are included within "Other receivables" in the current and 
previous financial year's consolidated statement of financial position and 
company's statement of financial position. 
 
(g)At 31 May 2023, the Company was owed ?37,162 (31 May 2022: ?107,596) by 
Conroy Gold Clontibret Limited, ?15,944 (31 May 2022:? 101,412) by Conroy Gold 
Longford-Down Limited and ?5,182 (31 May 2022: ?Nil) by Conroy Gold Armagh 
Limited. These balances relate to administration expenses that are recharged to 
the subsidiaries from the Company as per the agreements with the companies. 
 
(h) Key management personnel are considered to be the Board of Directors and 
other key management. The compensation of all key management personnel during 
the year was ?440,663 (31 May 2022: ?400,413). Further analysis of remuneration 
for each Director of the Company is set out in note 2. 
 
(i) Professor Garth Earls invoiced the Group for ?11,320 (31 May 2022: ?9,785) 
during the financial year for professional services rendered to the Group. At 31 
May 2023, Professor Garth Earls was owed ?37,426 (31 May 2022: ?33,331) in 
respect of these services and services to the company as director. Brendan 
McMorrow invoiced the Group for ?23,750 (31 May 2022: ?14,725) during the 
financial year for professional services rendered to the Group. At 31 May 2023, 
Brendan McMorrow was owed ?29,961 (31 May 2022: ?26,189) in respect of these 
services and services to the company as director. 
 
(j) During the year the Company converted two unsecured Convertible Loan Notes 
held by Hard Metal Machine Tools Limited (the "Lender") into ordinary shares in 
the company as detailed in Note 14.  The Lender is a company 99% owned by 
Phillip Hannigan, a substantial shareholder in the Company. 
 
10     Post balance sheet events 
 

Post year end, the Company announced on 20th June that it had completed a 
fundraising of £400,000 through the issue of 2,962,962 ordinary shares in order 
to increase the company's exploration capacity and strengthen its working 
capital position.  Each share carries a warrant to subscribe for one new 
Ordinary Share at a price of 22.5 pence per Ordinary Share exercisable at any 
point up to 13 June 2026. 
 
In announcements on 5th June 2023, 13th July 2023, 4th September 2023, 13th 
September 2023 and 22nd November 2023 the Company announced detail of results 
and progress from the exploration programme being carried out in conjunction 
with the Company's joint venture partner Demir Export AS. 
 
There were no further material events after the reporting year requiring 
adjustment to or disclosure in these audited consolidated and company's 
financial statements. 
 
11     Approval of the audited consolidated financial statements for the 
financial year ended 31 May 2023 
 
These audited consolidated financial statements were approved by the Board of 
Directors on 27 November 2023 and authorised for issue on 29 November 2023. A 
copy of the audited consolidated financial statements will be available on the 
Company's website 
www.conroygold.com (http://www.conroygoldandnaturalresources.com) and will be 
available from the Company's registered office at 3300 Lake Drive, Citywest 
Business Campus, Dublin 24, D24 TD21, Ireland. 
 
 
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END 
 
 

(END) Dow Jones Newswires

November 29, 2023 07:30 ET (12:30 GMT)