Conroy Gold & Natural Resources Plc - Final Results for the Year to 31 May 2025
(“Conroy Gold” or “the Company”)
FINAL RESULTS FOR THE YEAR TO
NOTICE OF ANNUAL GENERAL MEETING
Highlights:
-- The Company’s geologists initiated a work programme to review and relog
30,000m+ of drill core to extract more comprehensive and consistent
information from this valuable library. The uniformity in geological
information gained from the re-logging programme now underpins more
robust 3D modelling of the deposit targets and enables use of the latest
software tools to maximise opportunities.
-- Concurrently with the re-logging effort, the geological team completed
all necessary work programmes required for the Company to retain its
exploration licences. The Discs of Gold Project is defined by two
parallel district scale gold trends (the Orlock Bridge and Skullmartin
trends) extending over 90 km and anchored by the Clontibret gold
deposit.
-- Proposed restructuring of significant debts to current and former
Directors agreed subject to Shareholder approval at the Company’s
forthcoming AGM. The proposed agreement is an essential step for
attracting new investment in the Company to advance its “Discs of Gold”
project.
-- The Company completed two small fundraisings during the May 2025
Financial Year to help cover its operating cash requirements at a basic
level. However, post period, the Company completed an oversubscribed
private share placement to raise €1,988,005 (£1,728,700) at 10p per
share, and secured additional funding of €497,987 (£433,035) via the
exercise of warrants.
Chairman,
“The recent fundings and the re-logging allow the Company to invigorate the pace of its development work on the projects. The initial work programme focuses mainly on Clontibret, where drilling is recommencing. The re-logging work has also boosted active discussions with potential strategic and financial partners for the “Discs of Gold” project which continue in the current financial year.”
Annual Report and Accounts for the year to
The full audited annual report and financial statements for the year to
Annual General Meeting
The Annual General Meeting of the Company ("AGM") will be held at
About the “Discs of Gold” Project
Conroy Gold’s “Discs of Gold” project in
For further information please contact :
Conroy Gold and Natural Resources plc Tel: +353-1-479-6180
John Sherman , Chairman
Maureen Jones , Managing Director
Allenby Capital Limited (Nomad) Tel: +44-20-3328-5656
Nick Athanas /Nick Harriss Peterhouse Capital Limited (Broker)
Tel: +44-20-7469-0930
Lucy Williams / Duncan Vasey
Tel: +44-20-3290-0707
Lothbury Financial Services Michael Padley Hall Communications Tel: +353-1-660-9377
Don Hall
Visit the website at: www.conroygold.com
Key information extracted from the Annual Report and Accounts
Chairman’s Statement
Dear Shareholder,
I am writing to update you on the progress that your Company is making towards its ambition of delivering a commercially successful and sustainable mine from its “Discs of Gold” project in
Review of major corporate developments since 1
st
Against the backdrop of limited financial resources, the Company’s geologists initiated a work programme to review and relog 30,000m+ of drill core, including some from a former operator’s work in the 1970s, to extract more comprehensive and consistent information from this valuable library. Concurrently with the re-logging effort, the geological team completed all necessary work programmes required for the Company to retain its exploration licenses.
The uniformity in geological information gained from the re-logging programme now underpins more robust 3D modelling of the deposit targets and enables use of the latest software tools to maximise opportunities. It also provides a firm base for the Company’s operational team to draw learnings from established world class deposits that have similar mineralisation characteristics to the Company’s exploration targets. More specifically at the Clontibret target, the work evidenced potential structural controls for zones of higher gold mineralization in the deposit at depth, as well as additional target areas for antimony mineralisation. The insights from this work are helping to guide choices and underpin decisions on how the Company best allocates exploration capital in future work programmes. And finally, the re-logging work boosted active discussions with potential strategic and financial partners for the “Discs of Gold” project which continue in the current financial year.
The Company completed two small fund raisings during the
There were two Director changes during the financial year.
As noted earlier, Executive Chairman Professor
Current Financial Year ending
In late
In October, the Company completed an oversubscribed private share placement to raise €1,988,005 (£1,728,700) at 10p per share, representing 24% of the enlarged equity base.
The participating investors were primarily long-term, value-oriented investors from
The geologist team actively prepared the Company for the next phase of in-ground investment in the “Discs” project, combining the insights gained from the re-logging and deposit modelling effort, with new learnings from the field.
Taking advantage of drought conditions to access the stream network, the team identified new mineralised gold in outcrop (“McCully’s Outcrop”) at Corcaskea, which sits 300 metres outside of the Clontibret resource footprint of 0.5M Oz. Au Indicated and Inferred Resource and outside the Preliminary Economic Assessment which confirmed economic and technical viability at a gold price of
On the recently identified Skullmartin gold trend where at the Creenkill Gold Target visible (native) gold from surface quartz breccia samples assaying up to 123.0 g/t Au (4 oz/t), soil sampling work conducted as part of license commitments, yielded five new high priority gold targets for follow-on exploration work and extended the Skullmartin gold trend which now stands at 30km giving the Company over 95km of surface gold anomalism within the Company’s 1,000km 2 , 100% held licences. The discovery of gold across multiple targets demonstrates the diversity of mineralisation styles within the Company’s licence portfolio underlining the district-scale gold potential and potential to depth within the Company’s licence holdings. Finally, the geologists supported the executive team in discussions with potential strategic and financial partners, with their help underpinning the September fundraising.
The recent fundings are allowing the Company to invigorate pace of its development work on the “Discs” projects.
The initial work program focuses on Clontibret, where drilling is recommencing.
Later phases of the programme will build out the Company’s understanding of the
Environmental, Social and Governance Issues
Environmental, Social and Governance (ESG) issues are of crucial importance to the Company at all stage of mining, particularly as it moves towards mining development. The Company is committed to high standards of corporate governance and integrity in all of its activities and operations including rigorous health and safety compliance, environmental consciousness and the promotion of a culture of good ethical values and behaviour.
The Company conducts its business with integrity, honesty and fairness, and requires its partners, contractors and suppliers to meet similar ethical standards. Individual staff members must ensure that they apply and maintain these standards in all their actions. As Chairman of the Board, I am required to regularly monitor and review the Company’s ethical standards and cultural environment and, where necessary, take appropriate action to ensure that proper standards of corporate governance are maintained. Further details are set out in the Directors Report and on the Company’s website ( www.conroygold.com ).
Financials for
The loss after taxation from continuing operations for the financial year ended
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 development of the Company during the past year.
Chairman
Extracts from the Directors’ Report
Corporate governance
The Board has adopted the QCA Corporate Governance Code (“QCA Code”), which is derived from the 2018 UK Corporate Governance Code and the Guidance on Board Effectiveness (the “Code”) but adapted to the needs of smaller quoted companies. The Company agrees that good governance contributes to sustainable success and recognises the renewed emphasis on business building trust by forging strong relationships with key stakeholders. The Company understands the importance of a corporate culture that is aligned with the Company’s purpose and business strategy, and which promotes integrity and includes diversity. The Company conducts its business with integrity, honesty and fairness and requires its partners, contractors and suppliers to meet similar ethical standards. The Board is satisfied that its corporate culture and culture of its employees aligns the Company’s objectives, strategy and business model. It is an objective of the Company that all individuals are aware of their responsibilities in applying and maintaining these standards in all their actions. The Board ensures that support is available in the form of staff training and updating its employee handbook such that staff members understand what is expected of them.
The Board is aware of the updates to the QCA Code launched in
Extract from the Independent Auditor’s Report
Material uncertainty related to going concern
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 during the financial year ended
As stated in note 1, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Group’s and Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Our evaluation of the directors’ assessment of the Group and Company’s ability to continue to adopt the going concern basis of accounting included:
-- obtaining an understanding of the Group and Company’s relevant controls
over the preparation of cash flow forecasts and approval of the
projections and assumptions used in cash flow forecasts to support the
going concern assumption;
-- assessing the design and determining the implementation of these
relevant controls;
-- evaluating directors’ plans and their feasibility by agreeing the inputs
used in the cash flow forecast to expenditure commitments and other
supporting documentation;
-- challenging the reasonableness of the assumptions applied by the
directors in their going concern assessment;
-- obtaining confirmations received by the Group and Company from the
directors and former directors (as applicable) evidencing that they will
not seek repayment of amounts owed to them by the Group and Company
within 12 months of the date of approval of the financial statements,
unless the Group and/or Company has sufficient funds to repay;
-- assessing the mechanical accuracy of the cash flow forecast model; and
-- assessing the accuracy and completeness of the relevant disclosures made
in the financial statements.
Consolidated statement of profit or loss
For the year ended
Note 2025 2024
€ €
Continuing operations
Operating Income 2,711 -
Operating expenses 2 (530,802) (681,504)
Movement in fair value of warrants 18 14 (553) 90,403
Movement in fair value of investments 11 (109,931) -
Operating loss (638,575) (591,101)
Finance income – interest 11 6,481 6,481
Interest expense (1,300) (1,300)
Net finance cost 5,181 5,181
Loss before taxation 3 (633,394) (585,920)
Income tax expense 5 - -
Loss for the financial year (633,394) (585,920)
Loss per share
Basic lossper share 6 (0.0121) (0.0123)
Diluted loss per share 6 (0.0121) (0.0123)
The total loss for the financial year is entirely attributable to equity holders of the Company.
Consolidated statement of comprehensive income
For the year ended
2025 2024
€ €
Loss for the financial year (633,394) (585,920)
Income recognised in other comprehensive income - -
Total comprehensive loss for the financial year (633,394) (585,920)
Loss for the financial year attributable to:
Equity holders of the Company (633,394) (585,920)
Total comprehensive loss for the financial year attributable to:
Equity holders of the Company (633,394) (585,920)
Consolidated statement of financial position
as at
31 May 31 May
Note
2025 2024
€ €
Assets
Non-current assets
Intangible assets 8 29,059,493 28,405,738
Property, plant and equipment 9 55,555 73,976
Financial assets 11 176,518 279,969
Total non-current assets 29,291,566 28,759,683
Current assets
Cash and cash equivalents 12 77,285 143,532
Other receivables 10 187,024 387,577
Total current assets 264,309 531,109
Total assets 29,555,875 29,290,792
Equity
Capital and reserves
Share capital presented as equity 15 10,559,406 10,552,150
Share premium 15 16,446,548 16,058,756
Capital conversion reserve fund 15 30,617 30,617
Share-based payments reserve 18 42,664 42,664
Other reserve 1,251,829 1,227,857
Retained deficit (7,804,865) (7,171,471)
Total capital and reserves 20,526,199 20,740,573
Liabilities
Non-current liabilities
Leases due in more than 1 year 1,790 11,445
Other creditors 14 4,501,410 4,501,410
Warrant liability 14 18,438 14,492
Convertible Loan 14 216,208 -
Total non-current liabilities 4,737,846 4,527,347
Current liabilities
Trade and other payables 13 4,152,567 3,885,873
Related party loans 13 139,263 136,999
Total current liabilities 4,291,830 4,022,872
Total liabilities 9,029,676 8,550,219
Total equity and liabilities 29,555,875 29,290,792
The financial statements were approved by the Board of Directors on
Consolidated statement of changes in equity
for the financial year ended
Capital Share-based Other Retained
Share Share conversion payment Total
capital premium reserve reserve reserve deficit equity
fund
Note € € € € € € €
Balance at 10,522,150 16,058,756 30,617 42,664 1,227,857 (7,171,471) 20,740,573
1 June 2024
Share issue 15 7,256 398,672 - - - - 405,928
Share issue 15 - (10,880) - - - - (10,880)
costs
Equity
element of 14 - - - - 23,972 23,972
convertible
loan notes
Loss for
the - - - - - (633,394) (633,394)
financial
year
Balance at 10,559,406 16,446,548 30,617 42,664 1,251,829 (7,804,865) 20,526,199
31 May 2025
Capital Share-based Other Retained Total
Share Share conversion payment
capital premium reserve reserve reserve deficit equity
fund
€ € € € € € €
Balance at 10,549,187 15,698,805 30,617 42,664 71,596 (6,585,551) 19,807,318
1 June 2023
Share issue 15 2,963 485,204 - - - - 488,167
Share Issue 15 - (125,253) - - - - (125,253)
costs
Gain on
acquisition
of non - - - - 1,156,261 - 1,156,261
controlling
interest
Loss for
the - - - - - (585,920) (585,920)
financial
year
Balance at 10,522,150 16,058,756 30,617 42,664 1,227,857 (7,171,471) 20,740,573
31 May 2024
Consolidated statement of cash flows
for the financial year ended
2025 2024
€ €
Cash flows from operating activities Note
Loss for the financial year (633,394) (585,920)
Adjustments for non-cash items:
Movement in fair value of warrants 18 553 (90,403)
Movement in fair value of investment 11 109,931 -
Interest expense 1,300 1,300
Interest income 11 (6,481) (6,481)
Depreciation 9 18,421 18,421
(509,670) (663,083)
Decrease / (increase) in receivables 10 268,957 (262,749)
Increase in payables 13 200,554 178,635
Net cash used in operating activities (40,159) (747,197)
Cash flows from investing activities
Expenditure on intangible assets 8 (653,755) (2,073,821)
Purchase of property, plant and equipment 9 - (694)
Net cash used in investing activities (653,755) (2,074,515)
Cash flows from financing activities
Receipts from Joint Venture partner 15 - 1,950,453
Finance lease payments (10,955) (10,952)
Proceeds on issue of convertible loan notes 14 240,179 -
Proceeds on issue of shares 15 398,443 467,809
Net cash provided by financing activities 627,667 2,407,310
Decrease in cash and cash equivalents (66,247) (414,402)
Cash and cash equivalents at beginning of financial 143,532 557,934
year
Cash and cash equivalents at end of financial year 77,285 143,532
Extracted notes to the financial statements for the financial year ended
1 Material accounting policies
Reporting entity
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 euro 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
Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the
Basis of consolidation
The consolidated financial statements include the financial statements of
Going Concern
The Group recorded a loss of €633,394 (
The Directors
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
The Directors recognise that the Group’s net current liabilities of €4,027,521 of which €3,460,200 have been deferred as noted above (
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
-- Amendments to IFRS 16 Leases: Lease liability in a sale and leaseback –
Effective date 1 January 2024 ; and
-- Amendments to IAS 1 Presentation of Financial Statements: Classification
of liabilities as current or non-current – Effective date 1 January
2024 .
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.
(b) New standards and interpretations not yet adopted by the Group and the Company
Certain new accounting standards and interpretations have been published and endorsed by the EU that are not mandatory for
-- Amendments to IAS 21 Lack of Exchangeability – Effective date 1 January
2025 ;
-- Amendments to IAS 7 and IFRS 17 regarding supplier finance arrangements
– Effective date 1 January 2025 ;
-- Amendments to IFRS 9 and IFRS 7 regarding classification and measurement
of financial instruments – Effective date 1 January 2026 ;
-- Annual Improvements to IFRS Accounting Standards – Volume 11 – Effective
date 1 January 2026 ;
The following new standards and amendments to standards have been issued by the
-- IFRS 18 Presentation and Disclosure in Financial Statements – Effective
date 1 January 2027 ;
-- IFRS 19 Subsidiaries without Public Accountability: Disclosures –
Effective date 1 January 2027 ;
-- Amendments to SASB standards regarding enhancement of their
international applicability;
(a) Intangible assets
(i) Capitalisation
All costs related to acquiring the legal rights to explore will be capitalised in accordance with IFRS 6 criteria. All other costs incurred prior to acquiring the rights to explore are charged directly to the consolidated profit and loss account. Exploration, appraisal and development expenditure incurred on exploring, and testing exploration prospects are accumulated and capitalised as intangible exploration and evaluation (“E&E”) assets.
E&E capitalised costs include geological and geophysical costs, and other direct costs of exploration (drilling, trenching, sampling and technical feasibility and commercial viability activities). In addition, E&E capitalised costs include an allocation from operating expenses. All such costs are necessary for exploration and evaluation activities. E&E capitalised costs are not amortised prior to the conclusion of appraisal activities.
At completion of appraisal activities if technical feasibility is demonstrated and commercial resources are discovered, then the carrying amount of the relevant E&E asset will be reclassified as a development and production asset, once the carrying value of the asset has been assessed for impairment. If following completion of appraisal activities in an area, it is not possible to determine technical feasibility and commercial viability, or if the right to explore expires , then the costs of such unsuccessful exploration and evaluation is written off to the consolidated statement of profit or loss in the period in which the event occurred.
(ii) Impairment
If facts and circumstances indicate that the carrying value of an E&E asset may exceed its recoverable amount, an impairment review is performed. The following are considered to be key indicators of impairment in relation to E&E assets:
-- The period for which the entity has the right to explore in the specific
area has expired or will expire in the near future and is not expected
to be renewed.
-- Substantive expenditure on further exploration for and evaluation of
mineral resources in the specific area is neither budgeted nor planned.
-- Exploration for and evaluation of mineral resources in the specific area
has not led to the discovery of commercially viable quantities of
mineral resources and the entity has decided to discontinue such
activities in the specific area.
-- Sufficient data exists to indicate that, although a development in the
specific area is likely to proceed, the carrying amount of the
exploration and evaluation asset is unlikely to be recovered in full
from successful development or by sale.
For E&E assets, where the above indicators exist at the balance sheet date on an annual basis, an impairment test is carried out. The E&E assets are categorised into Cash Generating Units (‘’CGU’’) on a country-by-country (where material) basis for the years ended
(b) Financial instruments
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes party to the contractual provisions of the instrument and are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Subsequent measurement of financial assets
Financial assets are subsequently measured at amortised cost unless held within a different business model other than the ‘hold to collect’ or ‘hold to collect and sell’ in which case they are categorised at fair value through profit or loss (“FVTPL”). Further, irrespective of the business model used, financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at fair value though profit or loss. All derivative instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply. No adjustment has been made to the carrying value of the convertible loan on the basis that any move in foreign exchange rate was immaterial and the fair value of the loan remains the contractual value of the cash flows associated with the loan.
The category also contains an equity instrument. The Group accounts for the investment at fair value through profit or loss and did not make the irrevocable election to account for the investment in Karelian Diamond Resources PLC and listed equity securities at fair value through other comprehensive income. The fair value was determined in line with the requirements of IFRS 13 ‘Fair Value Measurement’. Assets in this category are measured at fair value with gains or losses recognised in profit or loss.
Trade and other receivables are measured at their transaction price and subsequently measured at amortised cost. Trade and other payables are measured at initial recognition at fair value, and subsequently measured at amortised cost.
Subsequent measurement of financial liabilities
Financial liabilities are subsequently measured at amortised cost using the effective interest method. This method calculates the amortised cost of a financial liability and allocates the interest expense over the relevant period.
The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period to the amortised cost of a financial liability.
The
(c) Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is provided on a straight-line basis to write off the cost less estimated residual value of the assets over their estimated useful lives as follows:
Motor vehicles 5 years
Plant and office equipment 10 years
(d) Income taxation expense
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the consolidated statement of profit or loss except to the extent that it relates to items recognised directly in other comprehensive income, in which case it is recognised in the consolidated statement of comprehensive income. Current tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
(e) Warrants and share-based payments
The Group classifies instruments issued as financial liabilities or equity instruments in accordance with the substance of the contractual terms of the instruments. When the warrants issued (see Note 18 for details) have an exercise price in sterling, they are derivative in nature and are liability classified. They do not qualify for equity classification as any cash settlement on exercise of these warrants will be received in a foreign currency. Where warrants are issued in the functional currency of the parent company and meet the other necessary conditions, they are recognised as equity instruments. The warrant liabilities are recognised at their fair value on initial recognition and subsequently are measured at fair value through profit or loss. Any costs associated with the issuance of warrants are taken as an immediate charge or credit through the statement of profit or loss. See Note 13 for further details.
For equity-settled share-based payment transactions (i.e. the granting of share options and certain share warrants), the Group measures the services and the corresponding increase in equity at fair value at the measurement date (which is the grant date). In both instances a recognised valuation methodology for the pricing of financial instruments is used (Binomial Lattice Model or Black Scholes Model).
(f) Earnings per share
The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all potentially dilutive ordinary shares.
(g) Cash and cash equivalents
Cash and cash equivalents consist of cash at bank held by the Group and short-term bank deposits with a maturity of three months or less. Cash and cash equivalents are held for the purpose of meeting short-term cash commitments.
(h) Pension costs
The Group provides for pensions for certain employees through a defined contribution pension scheme. The amounts are charged to the consolidated statement of profit or loss. Any difference between amounts charged and contributions paid to the pension scheme is included in receivables or payables in the consolidated statement of financial position.
(i) Foreign currencies
Transactions denominated in foreign currencies relating to costs and non-monetary assets are translated into € at the rates of exchange ruling on the dates on which the transactions occurred. Monetary assets and liabilities denominated in foreign currencies are translated into € at the rate of exchange ruling at the consolidated statement of financial position date. The resulting profits or losses are dealt with in the consolidated statement of profit or loss.
(j) Loans
Directors’ loans are initially measured at fair value, net of transaction costs and subsequently measured at amortised cost using the effective interest method, with interest expense recognised on the effective interest rate method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability.
As the convertible loans are made up of both equity and liability components, they are considered to be compound financial instruments. At initial recognition, the carrying amount of a compound financial instrument is allocated to its equity and liability components. When the initial carrying amount is allocated, the equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. The fair value of the conversion feature is taken directly to equity. The fair value of the liability, which is the difference between the transaction price and the fair value of the conversion feature, is recognised as a liability in the consolidated statement of financial position. The liability is subsequently measured at amortised cost. The Company accounts for the interest expense on the liability component of the convertible loan notes at the effective interest rate. The difference between the effective interest rate and interest rate attached to the convertible loan increases the carrying amount of the liability so that, on maturity, the carrying amount is equal to the capital cash repayment that the Company may be required to pay.
(k) Ordinary shares
Ordinary shares are classified as equity. Costs directly attributable to the issue of ordinary shares are recognised as a deduction from retained earnings, net of any tax effects. Where warrants are issued for the sole purpose of assisting with an issue of equity or to meet broker transaction costs directly attributable to the issue of equity, the amount initially recognised, that is their fair value, is deducted from share premium. Subsequently, where the warrants qualify as equity they are recognised in other reserves and the amount recognised is not changed. If the warrants qualify as a liability the fair value is trued up from one reporting period to the next through profit or loss.
(l) Impairment – financial assets measured at amortised cost
Financial assets measured at amortised cost are reviewed for impairment loss at each reporting date.
The Company measures the loss allowance at an amount equal to the lifetime expected credit losses (“ECL”) as required under a simplified approach for receivables that do not contain a financing component. The Company’s approach to ECL reflects a probability-weighted outcome, the time value of money and reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions. Significant financial difficulties of the counterparty, probability that the counterparty will enter bankruptcy or financial re-organisation and default in payments are all considered indicators for increases in credit risks. If the credit risk increases to the point that it is considered to be credit impaired, interest income will be calculated based on the gross carrying amount adjusted for the loss allowance. Any contractual payment which is more than 90 days past due is considered credit impaired.
(m) Significant accounting judgements and key sources of estimation uncertainty
Significant judgements in applying the Company’s accounting policies
The preparation of the consolidated financial statements requires the Board of Directors to make judgements and estimates and form assumptions that affect the amounts of assets, liabilities, contingent liabilities, revenues and expenses reported in the consolidated financial statements. On an ongoing basis, the Board of Directors evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. The Board of Directors bases its judgements and estimates on historical experience and on other factors it believes to be reasonable under the circumstances, the results of which form the basis of the reported amounts that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions and conditions. In the process of applying the Group’s accounting policies above, the Board of Directors have identified the judgemental areas that have the most significant impact on the amounts recognised in the consolidated financial statements (apart from those involving estimations), which are dealt with as follows:
Exploration and evaluation assets
The assessment of whether general administration costs and salary costs are capitalised exploration and evaluation costs or expensed involves judgement. The Board of Directors consider the nature of each cost incurred and whether it is deemed appropriate to capitalise it within exploration and evaluation assets. Given that the activity of management and the resultant administration and salary costs are primarily focused on the Group’s gold prospects, the Board of Directors consider it appropriate to capitalise a portion of such costs. These costs are reviewed on a line-by-line basis with the resultant calculation of the amount to be capitalised being specific to the activities of the Company in any given year.
Going concern
The preparation of consolidated financial statements requires an assessment on the validity of the going concern assumption. The validity of the going concern assumption is dependent on the successful further development and ultimate production of the mineral resources and the availability of sufficient finance to bring the resources to economic maturity and profitability. The Directors recognise that these matters are material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. However, the Board of Directors, having reviewed the proposed programme for exploration and evaluation assets, the results from the exploration programme and the prospects for raising additional funds as required, are satisfied that it is appropriate to prepare the financial statements on the going concern basis.
Refer to pages 35 and 36 for further details.
Cash Generating Units (‘’CGUs’’)
As outlined in the Intangible assets accounting policy, the exploration and evaluation assets should be allocated to CGUs. The determination of what constitutes a CGU requires judgement. The Board of Directors consider that the licences held by the Group and Company in the Longford-Down Massif on the island of
-- Estimation of future cash flows expected to be derived from the asset;
-- Expectation about possible variations in the amount or timing of the
future cash flows; and
-- The determination of an appropriate discount rate.
Deferred tax
No deferred tax asset has been recognised in respect of tax losses as it is not considered probable that future taxable profit will be available against which the related temporary differences can be utilised.
Key sources of estimation uncertainty
The preparation of the consolidated financial statements requires the Board of Directors to make estimates and assumptions that affect the amounts reported for assets and liabilities as at the consolidated statement of financial position date and the amounts reported during the financial year. The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. While uncertainty exists, primarily due to the nature of the mining and exploration business, this assessment includes a review of the possible outcomes that can be reasonably expected in the forthcoming financial period.
Exploration and evaluation assets
The carrying value of exploration and evaluation assets in the consolidated statement of financial position was
€
29,059,463 (
Employee benefits - Share-based payment transactions
The Company had equity-settled share-based payment arrangements with non-market performance conditions which fall within the scope of and are accounted for under the provisions of IFRS 2: Share-based Payment . Accordingly, the grant date fair value of the options under these schemes is recognised as an operating expense with a corresponding increase in the “Share-based payment reserve”, within equity, where the exercise price is granted in EUR or recognised as a liability where a different currency is quoted as the exercise price over the vesting period. The estimation of share-based payment costs requires the selection of an appropriate valuation model and consideration as to the inputs necessary for the valuation model chosen. The Company has made estimates as to the volatility of its own shares, the probable life of options granted and the time of exercise of those options. The model used by the Company is the Black Scholes Model. The fair value of these options is measured using an appropriate option pricing model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest, except where forfeiture is only due to share prices not achieving the threshold for vesting.
(n) Segmental reporting
Operating segment information is presented in the consolidated financial statements in respect of the Group’s geographical segments which represent the financial basis by which the Group manages its business. The Group has one class of business, Gold Exploration. The Group has two principal reportable segments as follows:
-- Irish exploration assets: gold exploration assets in Ireland ; and
-- Finnish exploration assets: gold exploration assets in Finland .
Group assets and liabilities include cash resources held by the Group. Corporate expenses include other operational expenditure incurred by the Group. These are not within the definition of an operating segment. Performance is measured based on segment result and total asset value as included in the internal management reports that are reviewed by the Group’s Board of Directors. There are no significant inter segment transactions. Costs that are directly attributable to
(o) Leased assets
The Group makes the use of leasing arrangements principally for the provision of motor vehicles. Lease terms for motor vehicles have lease terms of between 6 months and 6 years without any extension terms. The Group does not enter into sale and leaseback arrangements. All the leases are negotiated on an individual basis and contain a wide variety of different terms and conditions such as purchase options and escalation clauses. The Group assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration.
Measurement and recognition of leases as a lessee
At lease commencement date, the Group recognises a right-of-use asset and a lease liability in its consolidated statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). The Group depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.
At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date discounted using the interest rate implicit in the lease, or if that rate cannot be readily determined, the Group’s incremental borrowing rate. Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. The lease liability is reassessed when there is a change in the lease payments.
2 Operating expenses
2025 2024
(a) Analysis of operating expenses € €
Operating expenses 1,040,690 877,912
Transfer to intangible assets (509,888) (196,408)
530,802 681,504
Operating expenses are analysed as follows:
Wages, salaries and related costs 665,973 456,379
Professional fees 188,164 249,986
Other operating expenses 126,632 113,127
Auditor’s remuneration 41,500 40,000
Depreciation 18,421 18,420
1,040,690 877,912
Other operating costs include items such as insurance, printing, stationery and office expenditure.
Of the above costs, a total of
€509,888
(
2025 2024
€ €
(b) Wages, salaries and related costs as
disclosed above is analysed as follows:
The following amounts has been charged to Profit
and Loss account:
Wages and salaries 636,466 450,374
Social insurance costs 29,507 6,005
665,973 456,379
Capitalised as intangible assets 457,004 192,411
Charged to profit and loss 208,969 263,968
665,973 456,379
The average number of persons employed during the financial year (including executive Directors) by activity was as follows:
2025 2024
Exploration and evaluation 6 6
Corporate management and administration 2 2
8 8
The Group has an externally funded defined contribution scheme in order to satisfy the pension arrangements in respect of certain management personnel. No pension contribution costs or share based payments have been incurred over the past number of years. Accrued amounts of salary and pension owing to current and former directors are set out in note 13. It is anticipated that the Company will move towards incorporating share based payments as part of overall remuneration in future years.
An analysis of remuneration for each Director of the Company in the current financial year (prior to amounts transferred to intangible assets) is as follows:
Fees Salary Total
€ € €
Professor Richard Conroy 8,333 67,219 75,552
Maureen T.A. Jones 9,523 114,851 124,374
John Sherman 17,459 - 17,459
Professor Garth Earls 9,523 - 9,523
Brendan McMorrow 9,523 - 9,523
Howard Bird 9,523 - 9,523
Marian Moroney 7,144 - 7,144
Cathal Jones 9.523 75,585 85,108
80,551 257,665 338,206
An analysis of remuneration for each Director of the Company in the prior financial year (prior to amounts transferred to intangible assets) is as follows:
Fees Salary Total
€ € €
Professor Richard Conroy 22,220 179,250 201,470
Maureen T.A. Jones 9,523 114,851 124,374
John Sherman 3,968 - 3,968
Professor Garth Earls 9,523 - 9,523
Brendan McMorrow 9,523 - 9,523
Howard Bird 9,523 - 9,523
Marian Moroney - - -
Cathal Jones - - -
64,280 294,101 358,381
3 Loss before taxation
The loss before taxation is arrived at after charging the following items:
2025 2024
€ €
Depreciation 18,421 18,421
Auditor’s remuneration - Group
The analysis of the auditor’s remuneration is as follows:
-- Audit of group financial statements 41,500 40,000
Auditor’s remuneration - Company
The analysis of the auditor’s remuneration is as follows:
-- Audit of entity financial statements 35,000 35,000
-- Other assurance services 6,500 5,000
4 Directors’ remuneration
2025 2024
€ €
Aggregate emoluments paid to or receivable by Directors in 338,206 358,381
respect of qualifying services
During the years ended
No compensation has been paid for the loss of office or other termination benefit in respect of the loss of office of Director or other offices (
5 Income tax expense
No taxation charge arose in the current or prior financial year due to losses being carried forward in the current financial year and losses incurred in the prior financial year.
Factors affecting the tax charge for the financial year:
The total tax charge for the financial year is different to the standard rate of Irish corporation tax. This is due to the following:
2025 2024
€ €
Loss on ordinary activities before tax (633,394) (585,920)
Irish standard tax rate 12.5% 12.5%
Tax credit at the Irish standard rate (79,174) (73,240)
Effects of:
Losses carried forward for future utilisation 79,174 73,240
Tax charge for the financial year - -
No deferred tax asset has been recognised on accumulated tax losses as it cannot be considered probable that future taxable profit will be available against which the deferred tax asset can be utilised.
Unutilised losses may be carried forward from the date of the origination of the losses but may only be offset against taxable profits earned from the same trade.
Unutilised losses carried forward amounted to €24,332,100 at
6. Loss per share
2025 2024
€ €
Loss for the financial year attributable to equity (633,394) (585,920)
holders of the Company
Basic loss per share
No. of shares No. of shares
Number of ordinary shares at start of financial 47,848,693 44,756,101
year
Number of ordinary shares issued during the 7,255,482 3,092,592
financial year
Number of ordinary shares at end of financial year 55,104,175 47,848,693
Weighted average number of ordinary shares for the 52,500,153 47,687,709
purposes of basic earnings per share
Loss per ordinary share (0.0121) (0.0123)
Diluted loss per share
The effect of share options and warrants is anti-dilutive.
7 Subsidiaries
31 May 31 May
% Owned Class
2025 2024
€ €
Conroy Gold (Longford-Down) Limited 100% Ordinary 9,116,824 9,116,824
Conroy Gold (Clontibret) Limited 100% Ordinary 5,766,902 5,766,902
Conroy Gold (Armagh) Limited 100% Ordinary 3,719,358 3,719,358
Armagh Gold Limited 100% Ordinary 3 3
Conroy Gold Limited 100% Ordinary 1 1
18,603,088 18,603,088
The registered office of the above subsidiaries is Shannon Airport House,
As a result of the termination of the
8 Intangible assets
Exploration and evaluation assets
Group: Cost 31 May 2025 31 May 2024
€ €
At 1 June 28,405,738 26,331,917
Expenditure capitalised during the financial year
-- License and appraisal costs 349,561 1,508,787
-- Other operating expenses 304,194 565,034
At 31 May 29,059,493 28,405,738
Company: Cost 31 May 2025 31 May 2024
€ €
At 1 June 3,870,524 3,651,597
Expenditure capitalised during the financial year
-- License and appraisal costs 319,869 75,640
-- Other operating expenses 222,274 143,287
At 31 May 4,412,667 3,870,524
Exploration and evaluation assets relate to expenditure incurred in the development of mineral exploration opportunities. These assets are carried at historical cost in accordance with IFRS 6 Exploration for and Evaluation of Mineral Resources. They are subject to impairment assessment whenever indicators of impairment exist, considering factors such as the remaining terms of licences or claims, the likelihood of licence renewal, the probability of further exploration or evaluation expenditure, the potential discontinuation of exploration activities on specific claims, and any available data indicating that the recoverable amount of the asset may be less than its carrying amount.
The Irish licenses in relation to Clontibret, Longford Down and
In assessing for impairment the Board of Directors have considered in particular the proposed work programmes for the underlying mineral resources in both
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 16 for details of further work commitments.
Mineral interests are categorised geographically as follows:
31 May 31 May
Group: Ireland
2025 2024
Cost
€ €
At 1 June 25,554,483 23,503,635
Expenditure capitalised during the financial year
-- License and appraisal costs 341,563 1,503,968
-- Other operating expenses 299,445 546,879
At 31 May 26,195,491 25,554,482
31 May 31 May
Group: Finland
2025 2024
Cost
€ €
At 1 June 2,851,256 2,828,282
Expenditure capitalised during the financial year
-- License and appraisal costs 7,996 4,819
-- Other operating expenses 4,750 18,155
At 31 May 2,864,002 2,851,256
31 May 31 May
Company: Ireland
2025 2024
Cost
€ €
At 1 June 1,019,268 823,315
Expenditure capitalised during the financial year
-- License and appraisal costs 311,872 70,821
-- Other operating expenses 217,525 125,132
At 31 May 1,548,665 1,019,268
31 May 31 May
Company: Finland
2025 2024
Cost
€ €
At 1 June 2,851,256 2,828,282
Expenditure capitalised during the financial year
-- License and appraisal costs 7,996 4,819
-- Other operating expenses 4,750 18,155
At 31 May 2,864,002 2,851,256
9. Property, plant and equipment
In respect of the current
financial year:
Group Motor Vehicles Plant & Office Equipment Total
€ € €
Cost
At 1 June 2024 80,206 178,572 258,778
Additions - - -
At 31 May 2025 80,206 178,572 258,778
Accumulated depreciation At1 June 2024 42,734 142,068 184,802 Charge for the financial year 12,490 5,931 18,421 At31 May 2025 55,224 147,999 203,223
Carrying amount at31 May 2025 24,982 30,573 55,555
Company Motor Vehicles Plant & Office Equipment Total
€ € €
Cost
At 1 June 2024 80,206 168,207 248,413
Additions - - -
At 31 May 2025 80,206 168,207 248,413
Accumulated depreciation At1 June 2024 42,734 140,065 182,799 Charge for the financial year 12,490 4,894 17,384 At31 May 2025 55,224 144,959 200,183
Carrying amount at31 May 2025 24,982 23,248 48,230
The carrying amount of motor vehicles includes right-of-use assets recognised in respect of leased vehicles. These right-of-use assets are initially measured at cost, comprising the initial lease liability, any lease payments made at or before the commencement date, and any initial direct costs incurred.
This motor vehicle was originally recorded at its total cost of €42,902 and its amortised value at
Group and Company
2025 2024
€ €
Motor vehicles 17,161 25,742
The corresponding lease liability associated with the above right-of-use asset due in more than 1 year is €1,790. (2024: €11,445).
In respect of the previous financial year:
Group Motor Vehicles Plant & Office Equipment Total
€ € €
Cost
At 1 June 2023 80,206 177,878 258,084
Additions - 694 694
At 31 May 2024 80,206 178,572 258,778
Accumulated depreciation
At 1 June 2023 30,244 136,137 166,381
Charge for the financial year 12,490 5,931 18,421
At 31 May 2024 42,734 142,068 184,802
Carrying amount at31 May 2024 37472 36,504 73,976
Company Motor Vehicles Plant & Office Equipment Total
€ € €
Cost
At 1 June 2023 80,206 168,207 248,413
Additions - - -
At 31 May 2024 80,206 168,207 248,413
Accumulated depreciation
At 1 June 2023 30,244 135,171 165,415
Charge for the financial year 12,490 4,894 17,384
At 31 May 2024 42,734 140,065 182,799
Carrying amount at31 May 2024 37,472 28,142 65,614
10 Other receivables
31 May 31 May
Group
2025 2024
€ €
Amount owed by Karelian Diamond Resources P.L.C. 75,065 144,551
Amounts owed by other related parties 68,715 64,226
Prepayments 32,482 51,981
VAT receivable 10,762 126,819
187,024 387,577
31 May 31 May
Company
2025 2024
€ €
Amounts owed from Conroy Gold Limited 518,519 521,230
Amount due from Karelian Diamond Resources P.L.C. 75,065 144,551
Amounts owed from Conroy Gold (Clontibret) Limited - 25,094
Amounts owed from Conroy Gold (Longford-Down) Limited - 10,793
Amounts owed from Armagh Gold Limited 3,467 -
Amounts owed by other related parties 65,566 72,518
Prepayments 31,847 43,371
VAT receivable 9,830 21,412
704,294 838,969
The Directors consider that the carrying values of trade and other receivables are approximate to their fair values.
No expected credit losses exist in relation to the Group’s receivables as at
The realisation of amounts owed by Group companies to the Company is dependent on the further successful development and ultimate production of the mineral resources and the availability of sufficient finance to bring the resources to economic maturity and profitability. The Company has confirmed that it will not call on these balances within twelve months from the date of signing of these financial statements unless they are immediately in a position to discharge the balances. However, as these amounts are receivable from the Group companies, the Directors are confident that the probability of default is negligible.
Karelian Diamond Resources P.L.C. (“Karelian”) is not a group company however the Company holds a 2.545% interest in Karelian and it is also considered related due to common directors, registered office, the sharing of personnel and office facilities. Due to this relationship, expenses are shared and allocated to one another and payment of these is through an intercompany account.
Other related companies are as set out in Note 17 (f).
Because of the interrelationship of the Group with Karelian in terms of shared costs and the cross-over of relationship between the Estate of Professor
11 Financial assets
Group and Company
31 May 31
May
2025 2024
€ €
Equity investment 34,012 143,943
Convertible loan 142,506 136,026
176,518 279,969
In
As part of the same transaction a further amount outstanding equivalent to £112,500 was incorporated into a convertible loan note (“the Loan Note”) with a term of 18 months attracting an interest rate of 5% per annum, payable on the redemption or conversion of the Loan Note. The Loan Note can be converted at the option of the Company at a price equivalent to 5p per Share. The Group is in discussions to extend the term of this Loan Note. Interest income of €6,481 (2024: €6,481) was earned on the financial asset during the year.
12 Cash and cash equivalents
31 May 31 May
Group
2025 2024
€ €
Cash held in bank accounts 77,285 143,532
77,285 143,532
31 May 31
May
Company
2025 2024
€ €
Cash held in bank accounts 75,295 55,943
75,295 55,943
13 Current liabilities
Trade and other payables
31 May 31 May
Group
2025 2024
€ €
Amounts falling due within one year:
Other creditors and accruals 648,800 660,627
Accrued Directors’ remuneration
Fees and other emoluments 1,256,937 2,617,549
Pension contributions 164,675 164,675
Accrued former Directors’ remuneration
Fees and other emoluments 2,082,156 443,022
4,152,568 3,885,873
31 May 31 May
Company
2025 2024
€ €
Amounts falling due within one year:
Other creditors and accruals 341,376 336,219
Amounts owing to subsidiary companies 378,216 381,725
Accrued Directors’ remuneration
Fees and other emoluments 1,256,937 2,617,549
Pension contributions 164,675 164,675
Accrued former Directors’ remuneration
Fees and other emoluments 2,082,156 443,022
4,223,360 3,943,190
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
Post year end, the Company entered into an arrangement in relation to amounts owing to certain Directors, former Directors and the representatives of the Estate of Professor
Related party loans – Group and Company
31 May 31 May
Related party loans
2025 2024
€ €
Related Party Loans 136,999 136,999
Directors’ Current Accounts 2,264 0
139,263 136,999
The related party loans amounts relate to monies owed to the Estate of Professor
Directors’ current accounts represent amounts owing to
14 Non-current liabilities
Warrant liabilities
During the year ended
At
Convertible loan
On
31 May 31 May
2025 2024
€ €
Opening Balance - -
Loan Notes issued during the year 240,080 -
Derivative element of convertible loan notes (23,972) -
216,108 -
Under the terms of the joint venture and related agreements entered into between the Company and Demir Export on
As a result of the joint venture exit, Demir transferred all convertible shares to the Company with the consideration being the granting by the Company of a net smelter royalty interest payable from future production. The net smelter royalty is calculated at a rate of 2% payable from commercial production of minerals from the joint venture licences. The royalty payment will be made from the first mine or mines that are brought into production however the total payment under the net smelter royalty is capped at the total amount invested by Demir Export of €5,657,671.
This transaction was treated as an asset acquisition under IFRS 3 with the value of the intangible assets acquired being equal to the investment into the subsidiary companies by Demir Export of €5,657,671 and the consideration paid being the granting of the Net Smelter Royalty to Demir Export which is capped at the amount of the investment. This liability is carried as a non-current liability under other creditors as it will only become payable when a fully permitted mine is brought into production in one or more of the Group’s licences. An obligation has been recognised given that it is considered probable by the Directors that one of the groups exploration and evaluation assets will be commercially developed.
The fair value of the Net Smelter Royalty Liability as at
The fair value of the liability was considered at both
15 Called up share capital and share premium – Group and Company
31 May 31 May
Authorised:
2025 2024
€ €
11,995,569,057 ordinary shares of €0.001 each 11,995,569 11,995,569
306,779,844 deferred shares of €0.02 each 6,135,597 6,135,597
437,320,727 deferred shares of €0.00999 each 4,368,834 4,368,834
22,500,000 22,500,000
The deferred shares do not entitle the holder to receive a dividend or other distribution. Furthermore, the deferred shares do not entitle the shareholder to receive notice of or vote at any general meeting of the Company, and do not entitle the shareholder to any proceeds on a return of capital or winding up of the Company.
Issued and fully paid – Current financial year
Called up Capital Called up
Number of conversion deferred share Share premium
ordinary share capital reserve fund capital
shares €
€ € €
Start of
financial 47,848,693 47,719 30,617 10,504,431 16,058,756
year
Share issue 7,255,482 7,256 - 398,672
(a)
Share issue - - - - (10,880)
costs
End of
financial 55,104,175 54,975 30,617 10,504,431 16,446,548
year
(a)
On
Issued and fully paid – Prior financial year
Called up Capital Called up
Number of conversion deferred share Share premium
ordinary share capital reserve fund capital
shares €
€ € €
Start of
financial 44,756,101 44,756 30,617 10,504,431 15,698,805
year
Share issue 3,092,592 2,963 485,204
(b)
Share Issue - - - - (125,253)
costs
End of
financial 47,848,693 47,719 30,617 10,504,431 16,058,756
year
(b)
On
Warrants:
At
Share Price:
The share price at
16 Commitments and contingencies
Exploration and evaluation activities
The Group has received prospecting licences under the Republic of Ireland Mineral Development Acts 1940 to 1995 for areas in Monaghan and
The Group also hold prospecting license in
17 Related party transactions
(a)
Details as to shareholders and Directors’ loans and share capital transactions with
(b)
For the financial year ended
These costs are analysed as follows:
2025 2024
€ €
Salaries 43,005 71,738
Rent and rates - 13,310
Shared Consultancy Cost (20,628) -
Other operating expenses 30,325 30,000
52,702 115,048
(c)
At
(d)
In
(e)
At
(f)
At
(g)
At
(h)
Key management personnel are considered to be the Board of Directors.
The compensation of all key management personnel during the year was €338,206 (
(i) As set out in Note 20, a number of the directors and former directors entered into an arrangement post year end whereby certain amounts owing to them were written off and deferred contingent on the future success of the Company.
(j)
Professor
(k)
(l)
During the year the Company entered into unsecured Convertible Loan Note Agreements (the Loan Notes) amounting to €240,179 (£203,400) with a number of Lenders as detailed in Note 14.
18 Share-based payments
The Company has an equity-settled share-based payment arrangement with non-market performance conditions.
At
Details of the warrants outstanding during the financial year are below.
2025 2025 2024 2024
Weighted average No. of share Weighted average
No. of share exercise price exercise price
warrants warrants
€ €
At 1 June 3,092,592 0.268 - -
Issued during the
financial year 7,255,482 0.113 3,092,592 0.264
(Note 15)
Lapsed during the - - - -
financial year
At 31 May 10,348,074 0.159 3,092,592 0.264
The Company issued 7,255,482 warrants on
As a result of the valuation performed at year end, the fair value of the sterling based warrants was €18,438 at
The Company estimated the fair value of warrants using the Black Scholes Model. The determination of the fair value of the warrants on the date of grant using the Black Scholes Model is affected by the Company’s share price as well as assumptions regarding a number of other variables. These variables include the expected term of the warrants, the share price volatility, the risk-free interest rate and the expected dividends.
The following key input assumptions were used to calculate the fair value of the sterling based warrants:
31 May 9 October 31 May 23 June
2025 2024 2024 2023
Warrants Warrants Warrants Warrants
Dividend yield 0% 0% 0% 0%
Share price volatility 100.95% 43% 46.49% 43.00%
Risk free interest rate 4.15% 4.72% 4.72% 4.72%
Expected life (in years) 0.5 - 1 years 1 year 2 years 3 years
19 Financial instruments
Financial risk management objectives, policies and processes
The Group has exposure to the following risks from its use of financial instruments:
(a) Inflation;
(b) Interest rate risk;
(c) Foreign currency risk;
(d) Liquidity risk; and
(e) Credit risk.
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group Audit Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and framework in relation to the risks faced.
(a) Inflation
The Group is exposed to the risk associated with inflation such as the impact of increased operating expenses including rent, light and heat and wages and salaries. The Chairman and Managing Director monitor costs on an ongoing basis.
(b) Interest rate risk
The Group currently finances its operations through shareholders’ funds. Short term cash funds are invested, if appropriate, in short-term interest-bearing bank deposits. There were no short-term interest-bearing bank deposits at
(c) Foreign currency risk
The Group is exposed to currency risk on purchases, loans and bank deposits that are denominated in a currency other than the functional currency of the entities of the Group.
It is Group policy to ensure that foreign currency risk is managed wherever possible by matching foreign currency income and expenditure. During the financial years ended
The Group’s foreign currency risk exposure in respect of the principal foreign currencies in which the Group operates was as follows at
Sterling exposure Euro exposure Total
denominated in € € €
Cash and cash equivalents 108 77,177 77,285
Trade and other payables (68,345) (4,084,223) (4,152,568)
Other receivables and Vat receivable - 111,959 111,959
Amount owed by Karelian Diamond - 75,065 75,065
Resources P.L.C
Related party loans - (139,263) (139,263)
Convertible Loan (240,179) - (240,179)
Total exposure (308,416) (3,959,285) (4,267,701)
The Group’s foreign currency risk exposure in respect of the principal foreign currencies in which the Group operates was as follows at
Sterling exposure Euro exposure Total
denominated in € € €
Cash and cash equivalents 695 142,837 143,532
Trade and other payables (111,586) (3,774,287) (3,885,873)
Other receivables - 243,026 243,026
Amount owed by Karelian Diamond - 144,551 144,551
Resources P.L.C
Related party loans - (136,999) (136,999)
Total exposure (110,891) (3,380,872) (3,491,763)
The following are the significant exchange rates that applied against €1 during the financial year:
Spot rate Spot rate
Average rate 2025 Average rate 2024 31 May 31 May
2025 2024
GBP 0.840 0.860 0.841 0.851
Sensitivity analysis
A 10% strengthening of Euro against Sterling, based on outstanding financial assets and liabilities at
(d) Liquidity risk
Liquidity is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and adverse conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
The Group manages liquidity risk by regularly monitoring cash flow projections. The nature of the Group’s exploration and appraisal activities can result in significant differences between expected and actual cash flows.
Contractual maturities of financial liabilities as at
Carrying Contractual 6 months or 6 -12 months 1-2 years 2-5 years
Item amount € cash flows € less € €
€ €
Trade and
other
payables
(including 4,291,832 4,291,832 624,337 207,295 3,460,200 -
related
party
loans)
Convertible 216,208 240,180 - - - 240,180
Loan
4,508,040 4,532,012 624,337 207,295 3,460,200 240,180
Contractual maturities of financial liabilities as at
Carrying Contractual 6 months or 6 -12 months 1-2 years 2-5 years
Item amount € cash flows € less € €
€ €
Trade and
other
payables
(including 4,034,318 4,034,318 610,210 235,285 3,188,823 -
related
party
loans)
4,034,318 4,034,318 610,210 235,285 3,188,823 -
*The amount of €624,337 (
**The Directors, namely
The Group had cash and cash equivalents of €77,285 at
(e) Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge its obligation.
Credit risk is the risk of financial loss to the Group if a cash deposit, amount owed by related party and other receivables is not recovered. Group deposits are placed only with banks with appropriate credit ratings.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at
31 May 31 May
2025 2024
€ €
Cash and cash equivalents 77,285 143,532
Amount owed by Karelian Diamond Resources Plc 75,065 144,551
Convertible Loan (Note 11) 142,506 136,026
Other receivables (Note 10) 68,715 64,226
363,571 488,335
The Group’s cash and cash equivalents are held at
Expected credit loss
The Group measures credit risk and expected credit losses on financial assets measured at amortised cost using probability of default, exposure at default and loss given default. Management consider both historical analysis and forward-looking information in determining any expected credit loss. At
The receivables relate to amounts receivable from Group/related companies (as set out in Note 10). The directors are confident that the probability of any default in relation to these items is so low that they have calculated the amount of any related ECL to be immaterial.
(f) Fair values versus carrying amounts
Due to the short-term nature of the Group’s current financial assets and liabilities held at amortised cost at
(g) Capital management
The Group’s objective is to discover and develop world class ore bodies in order to create value for its shareholders. The Group’s strategy is to explore in politically stable and geographically attractive countries such as
The Group has historically funded its activities through share issues and placings and loans. The Group’s capital structure is kept under review by the Board of Directors and it is committed to capital discipline and continues to maintain flexibility for future growth.
The capital structure of the Group consists of equity of the Group (refer to the statement of changes in equity and Note 17). The Group is not subject to any externally imposed capital requirements.
20 Post balance sheet events
On
On 28
th
August, the Company announced that it had signed an agreement with certain past and current directors (or their representatives in the case of a deceased former Director) (the “Participants”) to restructure amounts owed to them by the Company in respect of accrued fees and other emoluments into an entitlement that links payment of those amounts to commercial production and a material increase in the Company’s share price (the “Agreement”). The arrangements set out in the Agreement formally align the interests of the Participants with those of the Shareholders on the issue of amounts owed for past service. The Agreement also codifies support for the Company from the Participants, which has been their long-standing practice as part of the approval of the Company’s annual report and accounts.
The Company will seek shareholder approval for the Agreement at or before the annual general meeting relating to the financial year ended
The confirmed participants include current directors,
On 17
th
There were no further material events after the reporting year requiring adjustment to or disclosure in these audited consolidated and company’s financial statements.
21
Approval of the audited consolidated financial statements for the financial year ended
These consolidated financial statements were approved by the Board of Directors on
A copy of the audited consolidated financial statements will be available on the Company’s website
www.conroygoldandnaturalresources.com
and will be available from the Company’s registered office at Shannon Airport House,
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