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CGNR Conroy Gold & Natural Resources Plc

11.50
-0.50 (-4.17%)
19 Apr 2024 - Closed
Delayed by 15 minutes
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
  -0.50 -4.17% 11.50 11.00 12.00 12.00 11.50 11.75 36,832 13:43:27
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Gold Ores 257k -363k -0.0081 -14.20 5.15M

Conroy Gold & Natural Resources Plc Half-year Report

26/02/2021 5:30pm

UK Regulatory


 
TIDMCGNR 
 
26 February 2021 
 
                     Conroy Gold and Natural Resources plc 
 
                          ("Conroy" or "the Company") 
 
         Half-yearly results for the six months ended 30 November 2020 
 
Conroy (AIM: CGNR), the Irish-based resource company exploring and developing 
gold projects in Ireland and Finland, is pleased to announce its results for 
the six months ended 30 November 2020.  Details of these can be found below and 
a full copy of the Statement can be viewed on the Company's website. 
 
Highlights: 
 
  * Excellent results were reported from the Company's exploration programme 
    including: 
 
  * New gold discoveries made in the Glenish Licence area 
 
  * New geological structures outlined over the Cargalisgorran area of the Clay 
    Lake gold target 
 
  * £1,255,333 raised in the period 
 
Post period end-highlights: 
 
  * Letter of Intent signed between Demir Export A.S.  and Conroy for Joint 
    Venture 
 
  * Demir Export to expend in work commitments (except Demir Export in-house 
    costs, Operator fees and Minimum Regulatory Work Commitments) of ?4.5 
    million to earn-in 25% option in the project in first phase of earn-in 
    period 
 
  * Demir Export to expend in work commitments (except Demir Export in-house 
    costs, Operator fees and Minimum Regulatory Work Commitments) of an 
    additional ?4.5 million to earn an additional 15% option in second phase of 
    earn-in period, again in the project 
 
  * Expenditure by Demir Export of additional funds to reach construction-ready 
    status to earn-in additional 17.5% Option in Phase 3 of a given development 
    thus increasing Demir Export's holding to a total of 57.5% in that 
    development 
 
  *  At construction-ready status at Clontibret and /or other developments, 
    Conroy Gold to retain 42.5%   interest with various options including a 
    "Carry Loan" on capital expenditure to commercial production whilst still 
    retaining 25% interest 
  * Under the terms of the letter of intent, Demir Export to make cash payment 
    of ?1 million to Conroy Gold on final approval of the definitive agreement 
  *  Discussions with Anglo Asian Mining plc were ended immediately on signing 
    of LOI 
 
Professor Richard Conroy, Chairman, commented: 
 
"My colleagues and I look forward very much to working with the Demir Export 
team on the joint venture partnership-Project Inis, and building the 
foundations for a long term, successful relationship. The comprehensive nature 
of this Letter of Intent should facilitate us progressing through the next 
stage of the transaction. 
 
Demir Export has the mining expertise and the financial resources not only to 
bring the Clontibret gold deposit to construction ready status and into 
operation as a mine, but also to advance the significant gold potential of the 
other licences along the gold trend to the same status." 
 
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 
 
                             Chairman's Statement 
 
I have great pleasure in presenting the Company's Half-Yearly Report for the 
six-month period ended 30 November 2020.  The period has been one of very 
successful progress. 
 
During the period an approach was received from Demir Export A.S. ("Demir 
Export") proposing a joint venture partnership with the Company on an earn-in 
basis over the twelve licences which the Company holds in the Longford-Down 
Massif. This approach lead to, on 25 February 2021, a Letter of Intent ("LOI") 
being signed with Demir Export and Conroy terminating the previous joint 
venture discussions with Anglo Asian Mining plc ("AAZ"). 
 
The terms of the joint venture proposal from Demir Export were considered by 
the Board to be superior in many ways to the terms which were being offered by 
AAZ, details of which were announced by Conroy on 21 July 2020. As such, the 
Board unanimously resolved to accept and sign the LOI from Demir Export and to 
terminate discussions with AAZ. Immediately on signing the LOI the Company 
informed AAZ that the discussions with AAZ were terminated. 
 
Demir Export is a long-established mining company with interests in iron, coal, 
gold and base metals, including zinc and copper, in Turkey (Demir is the 
Turkish for iron), and has a strong in-house technical team with mining and 
exploration expertise. It brings over 60 years of mine operating experience to 
bear on the project and places a strong emphasis on the adoption of 
international environmental, and health and safety management standards. 
 
Demir Export belongs to the Koç family who also own the largest industrial 
conglomerate in Turkey, a Fortune Global 500 Company and Turkey's leading 
investment holding company. 
 
Joint Venture Project with Demir Export 
 
The primary focus of the Demir Export joint venture project, named Project 
Inis, is the development of the gold deposit in the Clontibret licence to 
construction-ready status and bringing it into operation as a gold mine. The 
parties further aim is to have the other licences given the same status one 
after the other, hence providing a foundation for a long-term relationship 
between the parties. 
 
The parties will carry on discussions for the transaction on an exclusive basis 
and it is acknowledged by both Conroy Gold and Demir Export that time shall be 
of the essence in finalising a definitive agreement between the parties. 
 
Key Terms of the proposed Joint Venture 
 
The LOI sets out the key commercial terms and conditions that Conroy Gold and 
Demir Export have negotiated and agreed on in relation to Project Inis. The 
document addresses in detail the key terms and proposed structure of the 
earn-in together with setting out the respective responsibilities of the 
parties in relation to operatorship and the functions of the Joint Management 
Committee. Investment by Demir Export will be directly into special purpose 
companies holding each licence or group of licences. 
 
Demir Export will make a cash payment of ?1 million to the Company upon final 
approval of the Definitive Agreement in recognition of the prior work carried 
out in relation to the project. 
 
The Earn-in Period will be divided into three phases: 
 
Phase 1: expenditure by Demir Export of ?4.5 million (except Demir Export 
in-house costs, Operator fees and Minimum Regulatory Work Commitments) will 
earn a 25% interest in the project. 
 
Phase 2: expenditure by Demir Export of an additional   ?4.5 million (except 
Demir Export in-house costs, Operator fees and Minimum Regulatory Work 
Commitments) will earn an additional 15% in the project. 
 
Phase 3: expenditure by Demir Export of the additional funds required to reach 
declaration of construction-ready status (i.e. a bankable feasibility study or 
equivalent) - for Clontibret and/or other mine developments will earn an 
additional 17.5% interest thus increasing Demir Export's holding to a total of 
57.5% in the development(s). 
 
Conroy Gold, after construction ready status is achieved, may either retain its 
42.5% interest in Clontibret and /or other mine developments by participating 
pro rata in the expenditures for mine construction, or avail itself of a number 
of options including diluting its interest or being carried for the 
expenditures through to commercial production with a "Carry Loan" for a 25% 
interest with pay back on 50%  or greater portion of the net profits due to 
Conroy Gold within a maximum payback period of six years. 
 
It is envisaged that initially the Licences in Project Inis may be divided into 
three Licence Groups, namely the Clontibret Licence, the Northern Ireland 
Licences, and the remaining nine licences in the Republic of Ireland, with 
separate jointly owned companies, the Joint Venture Companies, owning the 
Licences or Licence Groups. 
 
A Joint Management Committee ("JMC") will be set up to oversee, plan and 
execute the various plans, in the work programme of Project Inis. The JMC will 
be comprised of four members, two from each party, but with a Demir Export 
representative having a casting vote, with appropriate minority protection 
rights for Conroy Gold. It is anticipated that Conroy Gold will be appointed as 
Operator for an initial two-year period after which the matter of operatorship 
will be reviewed. 
 
The proposed Demir Export 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 LOI, will be 
subject to the Company seeking shareholder approval as it would be classified 
as a fundamental change of business pursuant to Rule 15 of the AIM Rules for 
Companies. For the avoidance of doubt, Conroy Gold would, on completion, 
continue to be classified as an operating company and not a cash shell pursuant 
to AIM Rule 15. Furthermore, the proposed joint venture will be subject to any 
other relevant Stock Exchange requirements, and to government or any other 
regulatory approvals. As such there can be no guarantee that the proposed joint 
venture will complete nor as to the final terms or timing of the Demir Export 
JV however that it is agreed between the parties that the terms of the LOI will 
form the basis for the definitive agreement. 
 
Exploration Results 
 
Excellent results were reported from the Company's exploration programme during 
the period on its prospecting licences in the Longford-Down Massif in Ireland. 
 
New gold discoveries were made in the Company's Glenish Licence area and new 
geological structures outlined from a geophysical survey over the 
Cargalisgorran area of the Company's Clay Lake gold target in Northern Ireland. 
 
COVID-19 
 
The onset of the COVID-19 pandemic impacted on Company activities in the last 
quarter of the financial year.  In accordance with the Irish Governments 
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. However other work continues in 
relation to the Company's exploration and development programme. 
 
Directors and executives took a 50% reduction in fees and salaries during the 
6-month period under review while technical and field staff took a 25% 
reduction in salaries for the period June to October 2020. 
 
New Director 
 
Howard Bird, an internationally experienced geoscientist with over thirty 
years' experience in mining exploration and development joined the Board of the 
Company in July 2020. I would like to welcome Howard to the Board. He has 
already made significant contributions to many aspects of the Company's 
activities. 
 
Finance 
 
The loss after taxation for the half year ended 30 November 2020 amounted to ? 
703,294 (six-month period ended 30 November 2019: loss of ?278,008). The 
increased loss was due mainly to a non-cash charge of ?395,097 in respect of 
the fair value of warrants issued in both July and August 2020. The majority of 
these warrants were issued alongside the fundraising which the Company carried 
out in August 2020. 
 
During the period under review the Company raised a total of £1,255,333 of 
which £800,000 related to a fundraising in August 2020 and a further £455,333 
was raised following the exercise of warrants during the period between July 
2020 and November 2020.  These funds were used to advance the Company's gold 
exploration licences and also for general working capital purposes. 
 
As of 30 November 2020, the Company's net assets amounted to ?18,696,306 (30 
November 2019: ?17,595,318). Cash and cash equivalents were ?503,879 as of 30 
November 2020. 
 
Directors and Staff 
 
I would like to thank my fellow directors, staff and consultants for their 
support and dedication, which has enabled the continued success of the Company. 
 
Outlook 
 
I look forward to the Company continuing the excellent progress which it has 
made during the half-year and to a very positive and active further six months. 
 
Yours faithfully, 
 
___________________________ 
 
Professor Richard Conroy 
 
Chairman 
 
26 February 2021 
 
Condensed consolidated income statement and condensed consolidated statement of 
comprehensive income 
 
for the six-month period ended 30 November 2020 
 
Condensed consolidated income 
statement 
 
                                    Note         Six month          Six month    Year ended 31 
                                              period ended    period ended 30         May 2020 
                                               30 November      November 2019      (Audited) ? 
                                                      2020      (Unaudited) ? 
                                             (Unaudited) ? 
 
Continuing operations 
 
Operating expenses                               (703,298)          (278,008)        (677,380) 
 
Finance income - interest                                4                  -                - 
 
Loss before taxation                             (703,294)          (278,008)        (677,380) 
 
Income tax expense                                       -                  -                - 
 
Loss for the financial period/                   (703,294)          (278,008)        (677,380) 
year 
 
Loss per share 
 
Basic and diluted loss per            2          (?0.0240)          (?0.0117)        (?0.0278) 
ordinary share 
 
 
Condensed consolidated statement of comprehensive income 
 
                                                 Six month        Six month    Year ended 31 
                                              period ended     period ended         May 2020 
                                               30 November      30 November      (Audited) ? 
                                                      2020             2019 
                                             (Unaudited) ?    (Unaudited) ? 
 
Loss for the financial period/                   (703,294)        (278,008)        (677,380) 
year 
 
Income/expense recognised in 
other comprehensive income                               -                -                - 
 
Total comprehensive expense for 
the financial period/year                        (703,294)        (278,008)        (677,380) 
 
Condensed consolidated statement of financial position as at 30 November 2020 
 
                                      Note    30 November    30 November     Year ended 31 
                                                     2020           2019          May 2020 
                                              (Unaudited)    (Unaudited)         (Audited) 
 
                                                        ?              ?                 ? 
 
Assets 
 
  Non-current assets 
 
   Intangible assets                   4       22,525,305     22,077,517        22,330,743 
 
   Property, plant and equipment                   10,416         10,406            10,692 
 
  Total non-current assets                     22,535,721     22,087,923        22,341,435 
 
  Current assets 
 
   Cash and cash equivalents                      503,879         95,361           117,270 
 
   Other receivables                              229,608         74,565            89,948 
 
  Total current assets                            733,487        169,926           207,218 
 
Total assets                                   23,269,208     22,257,849        22,548,653 
 
Equity 
 
  Capital and reserves 
 
   Called up share capital                         32,260         23,693            26,214 
 
   Called up deferred share                    10,504,431     10,504,431        10,504,431 
capital 
 
   Share premium                               14,472,322     12,727,194        13,084,647 
 
   Capital conversion reserve fund                 30,617         30,617            30,617 
 
   Share based payments reserve                   919,893        477,393           574,875 
 
Other reserve                                       8,333              -             8,333 
 
   Retained losses                            (7,271,550)    (6,168,010)       (6,583,802) 
 
Total equity                                   18,696,306     17,595,318        17,645,315 
 
Liabilities 
 
  Non-current liabilities 
 
  Convertible loan                     5          367,941        350,000           357,802 
 
Directors' and former Directors'       6                -        649,832                 - 
loans 
 
  Total non-current liabilities                   367,941        999,832           357,802 
 
  Current liabilities 
 
   Trade and other payables: 
amounts falling due within one                  3,627,554      3,662,669         3,885,704 
year 
 
Related party loans                               577,407              -           659,832 
 
  Total current liabilities                     4,204,961      3,662,669         4,545,536 
 
Total liabilities                               4,572,902      4,662,531         4,903,338 
 
Total equity and liabilities                   23,269,208     22,257,849        22,548,653 
 
Condensed consolidated statement of cash flows 
 
for the six-month period ended 30 November 2020 
 
                                             Six month      Six month    Year ended 31 
                                                period         period         May 2020 
                                              ended 30       ended 30      (Audited) ? 
                                              November       November 
                                                  2020           2019 
                                           (Unaudited)    (Unaudited) 
                                                     ?              ? 
 
Cash flows from operating activities 
 
Loss for the financial period/year           (703,294)      (278,008)        (667,380) 
 
Adjustments for: 
 
Depreciation                                       942            941            1,884 
 
Share based payment                            395,097              -           97,482 
 
Interest expense                                10,139              -           16,135 
 
(Increase)/decrease in other receivables     (139,659)         31,616           16,233 
 
(Decrease)/increase in trade and other       (188,688)        150,994          339,762 
payables 
 
Net cash outflow from operating activities   (625,463)       (94,457)        (205,884) 
 
Cash flows from investing activities 
 
Investment in exploration and evaluation     (194,562)      (305,472)        (558,698) 
 
Purchase of property plant and equipment         (667)              -          (1,229) 
 
Net cash used in investing activities        (195,229)      (305,472)        (559,927) 
 
Cash flows from financing activities 
 
Issue of share capital                       1,393,721              -          359,974 
 
Share issue cost                              (34,533)              -         (16,420) 
 
Advance from convertible loan                        -        350,000          350,000 
 
Advances from/(repayments to) Directors       (82,425) 
and former Directors                                           98,000         (40,818) 
 
Advances from/(repayments to) Karelian 
Diamond Resources P.L.C.                      (69,462)       (30,009)           45,046 
 
Advances from related parties                        -              -          108,000 
 
Net cash provided by financing activities    1,207,301        417,991          805,782 
 
Increase/(decrease) in cash and cash           386,609         18,062         (39,971) 
equivalents 
 
Cash and cash equivalents at beginning of 
financial period/year                          117,270         77,299           77,299 
 
Cash and cash equivalents at end of            503,879         95,361          117,270 
financial period/year 
 
Condensed consolidated statement of changes in equity 
 
for the six-month period ended 30 November 2020 
 
                       Share      Share    Capital      Share-   Other    Retained      Total 
                     capital    premium conversion       based reserve     deficit     equity 
                                           reserve     payment 
                                              fund     reserve 
 
                           ?          ?          ?           ?       ?           ?          ? 
 
                  10,530,645 13,084,647     30,617     574,875   8,333 (6,583,802) 17,645,315 
Balance at 1 June 
2020 
 
Share issue            6,046  1,387,675          -           -       -           -  1,393,721 
 
Share issue costs          -          -          -           -       -    (34,533)   (34,533) 
 
Share based                -          -          -     395,097       -           -    395,097 
payments 
 
Transfer from              -          -          -    (50,079)       -      50,079          - 
share-based 
payment reserve 
to retained 
deficit 
 
Loss for the               -          -          -           -       -   (703,294)  (703,294) 
financial year 
 
Balance at 30     10,536,691 14,472,322     30,617     919,893   8,333 (7,271,550) 18,696,306 
November 2020 
 
                             12,727,194     30,617     751,293       - (6,163,902) 17,873,326 
Balance at 1 June 10,528,124 
2019 
 
Transfer from              -          -          -   (273,900)       -     273,900          - 
share-based 
payment reserve 
to retained 
losses 
 
Loss for the               -          -          -           -       -   (278,008)  (278,008) 
financial period 
 
Balance at 30     10,528,124 12,727,194     30,617     477,393       - (6,168,010) 17,595,318 
November 2019 
 
Share capital 
 
The share capital comprises 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 General Meetings held on 26 February 2015 and 14 
December 2015. 
 
Authorised share capital: 
 
The authorised share capital at 30 November 2020 comprised 11,995,569,058 
ordinary shares of ?0.001 each, 306,779,844 deferred shares of ?0.02 each, and 
437,320,727 deferred shares of ?0.00999 each (?22,500,000), (30 November 2019: 
11,995,569,058 ordinary shares of ?0.001 each, 306,779,844 deferred shares of ? 
0.02 each, and 437,320,727 deferred shares of ?0.00999 each (?22,500,000)). 
 
Share premium 
 
The share premium reserve comprises the excess consideration received in 
respect of share capital over the nominal value of the shares issued. 
 
Capital conversion reserve fund 
 
The ordinary shares of the Company were re-nominalised from ?0.03174435 each to 
?0.03 each in 2001 and the amount by which the issued share capital of the 
Company was reduced, was transferred to the capital conversion reserve fund. 
 
Share based payment reserve 
 
The share based payment reserve represents the amount expensed to the condensed 
consolidated income statement in addition to the amount capitalised as part of 
intangible assets of share-based payments granted which are not yet exercised 
and issued as shares. During the six month period ended 30 November 2020 a 
number of unexercised warrants expired resulting in a transfer of ?50,079 from 
this reserve to retained losses. During the six month period ended 30 November 
2019 a number of unexercised warrants expired resulting in a transfer of ? 
273,900 from this reserve to retained losses. 
 
Retained losses 
 
This reserve represents the accumulated losses absorbed by the Company to the 
condensed consolidated statement of financial position date. 
 
The accompanying notes form an integral part of these condensed consolidated 
financial statements. 
 
1. Accounting policies 
 
Reporting entity 
 
Conroy Gold and Natural Resources plc (the "Company") is a company domiciled in 
Ireland. The unaudited condensed consolidated financial statements for the six 
month period ended 30 November 2020 comprise the condensed financial statements 
of the Company and its subsidiaries (together referred to as the "Group"). 
 
Basis of preparation and statement of compliance 
 
Basis of preparation 
 
The condensed consolidated financial statements have been prepared in 
accordance with International Accounting Standard ("IAS") 34: Interim Financial 
Reporting. 
 
The condensed consolidated financial statements do not include all the 
information and disclosures required in the annual consolidated financial 
statements, and should be read in conjunction with the Group's annual 
consolidated financial statements as at 31 May 2020, which are available on the 
Group's website - www.conroygold.com . The accounting policies adopted in the 
presentation of the condensed consolidated financial statements are consistent 
with those followed in the preparation of the Group's annual consolidated 
financial statements for the year ended 31 May 2020. 
 
The condensed consolidated financial statements have been prepared under the 
historical cost convention, except for derivative financial instruments which 
are measured at fair value at each reporting date. 
 
The condensed consolidated financial statements are presented in Euro ("?"). ? 
is the functional currency of the Group. 
 
The preparation of condensed 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 financial period 
in which the estimate is revised and in any future financial periods affected. 
Details of critical judgements are disclosed in the accounting policies 
detailed in the annual consolidated financial statements. 
 
The financial information presented herein does not amount to statutory 
consolidated financial statements that are required by Chapter 4 part 6 of the 
Companies Act 2014 to be annexed to the annual return of the Company. The 
statutory consolidated financial statements for the financial year ended 31 May 
2020 were annexed to the annual return and filed with the Registrar of 
Companies. The audit report on those consolidated financial statements was 
unqualified. 
 
These condensed consolidated financial statements were authorised for issue by 
the Board of Directors on 26 February 2021. 
 
Going concern 
 
The Group incurred a loss of ?703,294 for the six month period ended 30 
November 2020 (six month period ended 30 November 2019: ?278,008). The Group 
had net current liabilities of ?3,471,474 at that date (30 November 2019: ? 
3,492,743). 
 
The Board of Directors have considered carefully the financial position of the 
Group and in that context, have prepared and reviewed cash flow forecasts for 
the period to 31 January 2022. 
 
In reviewing the proposed work programme for exploration and evaluation assets 
and on the basis of the proceeds from the fundraising and warrant exercises 
during the period and the exercise of warrants subsequent to the period 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 condensed consolidated financial statements on 
a going concern basis. 
 
Recent accounting pronouncements 
 
The following new standards, amendments to standards and interpretations 
adopted and endorsed by the EU have been issued but were not effective for the 
financial year ended 31 May 2020: 
 
  * Amendments to references to the Conceptual Framework in IFRS Standards - 
    Effective date 1 January 2020 
  * Amendments to IFRS 3 Business Combinations - Definition of a Business - 
    Effective date 1 January 2020 
  * Amendments to IFRS 9, IAS 39 and IFRS 7 - Interest Rate Benchmark Reform - 
    Effective date 1 January 2020 
  * Amendment to IFRS 16 about providing lessees with an exemption from 
    assessing whether a COVID-19-related rent concession is a lease 
    modification - Effective date 1 June 2020 
 
The adoption of the above amendments to standards and interpretations has been 
considered for the purposes of these interim financial statements and is not 
considered material. 
 
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. 
 
2. Loss per share 
 
Basic earnings per share                  Six month      Six month    Year ended 
                                             period         period        31 May 
                                           ended 30       ended 30          2020 
                                           November       November 
                                               2020           2019 
                                        (Unaudited)    (Unaudited)     (Audited) 
                                                  ?              ?             ? 
 
Loss for the financial period/ 
year attributable to equity               (703,294)      (278,008)     (677,380) 
holders of the Company 
 
Number of ordinary shares at 
start of financial period/year          26,213,872      23,693,039    23,693,039 
 
Number of ordinary shares issued 
during the financial period/year          6,045,833              -     2,520,833 
 
Number of ordinary shares at end 
of financial period/year                 32,259,705     23,693,039    26,213,872 
 
Weighted average number of 
ordinary shares for the purposes         29,249,769     23,693,039    24,404,398 
of basic earnings per share 
 
Basic loss per ordinary share             (?0.0240)      (?0.0117)     (?0.0278) 
 
                                                  - 
 
Weighted average number of 
ordinary shares for the purposes         29,249,769     23,693,039    24,404,398 
of diluted earnings per share 
 
Diluted loss per ordinary share           (?0.0240)      (?0.0117)     (?0.0278) 
 
3. Subsidiaries 
 
Shares in subsidiary companies        30 November    30 November        31 May 
(Unlisted shares) at cost:                   2020           2019          2020 
                                      (Unaudited)    (Unaudited) 
                                                ?              ?     (Audited) 
                                                                             ? 
 
Conroy Gold Limited - 100% owned                -              -             - 
 
Trans International Mineral 
Exploration Limited  - 100% owned               2              2             2 
 
                                                2              2             2 
 
The registered office of the above non-trading subsidiaries is 3300 Lake Drive, 
Citywest Business Campus, Dublin 24, D24 TD21, Ireland. 
 
Basis of consolidation 
 
The condensed consolidated financial statements include the condensed financial 
statements of Conroy Gold and Natural Resources plc 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 condensed financial statements of 
subsidiaries are included in the condensed 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 condensed consolidated 
financial statements. 
 
4. Intangible assets 
 
Exploration and evaluation assets 
 
Cost                                 30 November    30 November 2019     31 May 2020 
                                            2020       (Unaudited) ? 
                                   (Unaudited) ?                         (Audited) ? 
 
 
At 1 June                             22,330,743          21,772,045      21,772,045 
 
Expenditure during the financial 
period/year 
 
  * License and appraisal costs           23,902             105,307         189,591 
 
  * Other operating expenses             170,660             200,165         369,107 
 
  * Equity settled share based                 -                   -               - 
    payments 
 
At 30 November/31 May                 22,525,305          22,077,517      22,330,743 
 
 
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 as a 
result of 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. 
 
5. 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"). A 
further unsecured convertible loan note for ?100,000 was issued on 30 October 
2019 to the Lender. The 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 loan notes (including interest 
accrued) are convertible into ordinary shares in the capital of the Company at 
any time during the term of the loan notes at a conversion price of 7 pence 
sterling per share in respect of the first loan note and 6 pence sterling per 
share in respect of the second loan note agreement. 
 
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. 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 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. 
 
6. Related party transactions 
 
(a) Directors' and former             30 November    30 November      31 May 2020 
Directors' loans                             2020           2019 
                                    (Unaudited) ?    (Unaudited)      (Audited) ? 
                                                               ? 
 
At 1 June                                 659,832        551,832          551,832 
 
Loan advance                                    -         98,000          108,000 
 
Loan repayment                           (82,425)              -                - 
 
At 30 November/31 May                     577,407        649,832          659,832 
 
The Directors' and former Directors' loan amounts relate to monies owed to 
Professor Richard Conroy (Chairman) amounting to ?282,918 (31 May 2020: ? 
315,918), Maureen T.A. Jones (Managing Director) amounting to ?Nil (31 May 
2020: ?49,425), Sorca Conroy amounting to ?225,000 (31 May 2020: ?225,000) and 
Seamus Fitzpatrick amounting to ?69,489 (31 May 2020: ?69,489). 
 
Sorca Conroy and Seamus 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 Sorca 
Conroy nor Seamus Fitzpatrick are classified as related parties under the AIM 
Rules for Companies. These loans are unsecured advances with no interest 
payable and there are no repayment or maturity terms. 
 
 a. Apart from Directors' remuneration, and loans from Directors, there have 
    been no contracts or arrangements entered into during the six month period 
    in which a Director of the Group had a material interest. 
 b. The Group shares accommodation with Karelian Diamond Resources plc which 
    have certain common Directors and shareholders. For the six month period 
    ended 30 November 2020, the Group incurred costs totalling ?39,388 (30 
    November 2019: ?54,034) on behalf of Karelian Diamond Resources plc. These 
    costs were recharged to Karelian Diamond Resources plc by the Group. At 30 
    November 2020 the Group owed ?50,381 to Karelian Diamond Resources plc. At 
    30 November 2019, Karelian Diamond Resources plc owed the Group ?29,812. 
 
7.     Commitments and contingencies 
 
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 30 November 2020, the Group had work commitments of approximately ?388,000 
for the forthcoming year, in respect of prospecting licences held (30 November 
2019: ?310,000). 
 
8.     Subsequent events 
 
On 25 February 2021, the Company signed a Letter of Intent ("LOI") with Demir 
Export A.S. for a proposed joint venture on an earn-in basis over the twelve 
licences held by the Company along its 65km district scale gold trend in the 
Longford-Down Massif in Ireland. Full details of the proposed joint venture are 
set out in the Chairman's Statement under the heading "Key Terms of the 
proposed Joint Venture". 
 
Subsequent to 30 November 2020, the Company received funds totalling £64,750 
following the exercise of warrants at a price of 35 pence per warrant issued to 
places as part of the August 2020 fundraising. 
 
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 material events subsequent to the reporting date which 
necessitate revision of the figures or disclosures included in the financial 
statements. 
 
9. Approval of the condensed consolidated financial statements 
 
These condensed consolidated financial statements were approved by the Board of 
Directors on 26 February 2021. A copy of the condensed consolidated financial 
statements will be available on the Group's website www.conroygold.com on 26 
February 2021. 
 
 
 
END 
 
 

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