Conroy Gold & Natural Resources Plc - Half-yearly results for the six months ended 30 November 2025
(“Conroy” or the “Company”)
Half-yearly results for the six months ended
Conroy (AIM: CGNR), the Irish-based resource company focused on advancing its “Discs of Gold” project in
Highlights:
# Restructuring completed in relation to amounts owing to Directors and former Directors in excess of €3.3 million including a write off of €680,000 with the balance being deferred and ultimately repayable from success-based instruments tied to commercial production and a material increase in the share price.
# Oversubscribed private placement at 10.0p raising approximately €2.0 million (£1.7 million) with a further inflow of €0.5 million (£0.4 million) from the exercise of warrants during the period.
# The first phase of a new drilling programme at Clontibret covering ca 2,000 metres commenced in November with the planned holes aiming to follow on the gold and antimony plunge trends at Clontibret identified during the detailed relogging project.
# Net assets of the group were €22,407,969 as at30 November 2025 and the group made a profit for the six-month period of €278,636 after the effects of the debt write off.
“The balance sheet repair delivered during the reporting period, including fundraisings involving both new and existing shareholders, is allowing the Company to purposefully advance its “Discs of Gold” project. The first phase of a new drilling programme at the Clontibret gold deposit commenced at the end of the reporting period; the work aims to assess the potential for higher-grade structurally controlled gold mineralization at depth to expand the deposit, as well as testing the antimony-bearing lode system for its potential contribution to project economics. I look forward to seeing the initial results of this work by the end of the current calendar quarter."
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 Hybridan LLP (Broker)
Tel:+44-203-764 2341
Claire Louise Noyce
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
Chairman’s statement
Dear Shareholder,
I present your Company’s Half-Yearly Report and Condensed Financial Statements for the six-month period ended
The critical action for the Company in the period was the repair to its balance sheet through two steps as follows:
1) in late
The strengthened financial base is allowing the Company to purposefully advance its “Discs of Gold” project that covers two parallel district scale gold trends, extending over 90km and 100% under license by the Company. During the reporting period, the geologist team prepared for the next phase of in-ground investment in the “Discs” project, supplementing the knowledge gained from the ongoing re-logging and deposit modelling effort with insights from new field work. The geologists have also supported the executive team in discussions with potential strategic and financial partners, with their help underpinning the success of the fundraising in the period.
The first phase of a new drilling programme at Clontibret covering c. 2,000 metres commenced coincident with the close of the reporting period.
The planned holes aim to follow on the gold and antimony plunge trends at Clontibret identified during the detailed relogging project, as initially announced on
-- The first hole underway targets the major stockwork zone beneath the
historic Tullybuck antimony mine at approximately 500 metres vertical
depth, while intersecting more than ten identified lodes before reaching
the stockwork. The hole’s objectives are to enhance the geological
understanding of the system and assess the potential for higher-grade,
structurally controlled mineralization at depth to expand the deposit.
It will represent the deepest drilling undertaken at Clontibret to date.
-- The second and third drill holes in the plan will test the strike
extension of the antimony-bearing lode system toward a postulated
northern fault zone believed to separate the Corcaskea mineralization
from the main Clontibret deposit. The holes will also test several of
the central gold lodes. The Company secured the services of a second
drill rig in December, so the first of these antimony-focused holes is
underway.
Later phases of the programme will look beyond Clontibret to build out the Company’s understanding of the
Finance
The profit after taxation for the half year end
The provisions of the Participants’ debt restructuring agreement had two non-cash impacts on the financial statements in the period.
The Participants agreement to immediately write-off 20% of the amount owed to them, this being €687,260, led to the reversal of a €401,1477 expense accrual on the profit and loss statement, boosting equity, and reducing intangible assets by €286,083. The effect on the intangible asset balance is an output of the Company’s accounting policy to capitalise a portion of the executive salary expense as an investment in exploration assets.
Furthermore, the Directors agreed not to seek repayment of the remaining 80% of amounts owed to them before
Shareholder approval of the Director debt restructuring agreement in December will have further non-cash effects on the financial statements in the second half of this financial year.
The effects will be a function of: 1) the conversion of the 80% remainder of the Director debt into a capped
Directors and staff
I would like to thank my fellow directors, staff and consultants for their ongoing support and dedication, which has allowed the Company to move forward on its efforts to advance the “Discs of Gold” project with its ultimate purpose of delivering a world-class gold mine.
Outlook
The Company expects initial results from the first round of drill holes in the second half of the first calendar quarter, which will yield information on the Clontibret deposit’s resource potential to expand in size at depth, as well as on the potential for antimony to contribute to project economics. Once the drilling of the first two holes is complete, the Company intends to progress to drill the remaining holes in the first phase programme at Clontibret.
I thank you for your support,
Yours faithfully,
___________________
Chairman
Condensed consolidated income statement and condensed consolidated statement of comprehensive income
for the six-month period ended
Condensed
consolidated income
statement
Six-month period Six-month period Year ended 31 May
ended 30 November ended 30 November 2025
2025 2024
Note (Audited)
(Unaudited) (Unaudited)
€
€ €
Continuing
operations
Operating Income 1,223 - 2,711
Operating expenses (268,102) (254,383) (530,802)
Movement in fair
value of - - (109,931)
investments
Movement in fair 6 151,635 13,215 (553)
value of warrants
Operating loss (115,244) (241,168) (638,575)
Finance income – 3,240 3,240 6,481
interest
Interest expense (9,657) (650) (1,300)
Exceptional item – 5 401,177 - -
debt write off
Profit / (loss) 279,516 (238,578) (633,394)
before taxation
Income tax expense (880) - -
Profit / (loss) for
the financial 278,636 (238,578) (633,394)
period/year
Profit / (loss) per
share
Basic and diluted
profit (loss) per 2 0.0046 (0.0048) (0.0121)
ordinary share
Condensed consolidated statement of comprehensive income
Six-month period Six-month period
ended 30 November ended 30 November Year ended 31 May
2025 2024 2025 (Audited) €
(Unaudited) € (Unaudited) €
Profit / (loss) for
the financial 278,636 (238,578) (633,394)
period/year
Cumulative
translation 1 (204,813) - -
adjustment on
consolidation *
Total comprehensive
income / (expense) 73,823 (238,578) (633,394)
for the financial
period/year
* resulting from the change in functional currency of
The accompanying notes form an integral part of these condensed consolidated financial statements .
Condensed consolidated statement of financial position
as at
Note 30 November 2025 30 November 2024 Year ended 31 May
(Unaudited) (Unaudited) 2025 (Audited)
€ € €
Assets
Non-current assets
Intangible assets 4 28,954,903 28,737,557 29,059,493
Property, plant and 46,346 64,766 55,555
equipment
Financial Assets 179,758 283,207 176,518
Total non-current 29,181,007 29,085,530 29,291,566
assets
Current assets
Cash and cash 1,516,045 167,057 77,285
equivalents
Other receivables 199,673 207,932 187,024
Total current assets 1,715,718 374,989 264,309
Total assets 30,896,725 29,460,519 29,555,875
Equity
Capital and reserves
Called up share 10,581,251 10,559,406 10,559,406
capital
Share premium 18,232,650 16,447,666 16,446,548
Capital conversion 30,617 30,617 30,617
reserve fund
Share based payments 42,664 42,664 42,664
reserve
Other reserve 1,047,016 1,277,857 1,251,829
Retained deficit (7,526,229) (7,410,049) (7,804,865)
Total capital and 22,407,969 20,898,161 20,526,199
reserves
Liabilities
Non-current
liabilities
Finance leases - 6,617 1,790
Other creditors 5 7,250,447 4,501,410 4,501,410
Convertible loan 225,214 - 216,208
Warrant liabilities 6 526,703 4,672 18,438
Total non-current 8,002,364 4,512,699 4,737,846
liabilities
Current liabilities
Trade and other
payables: amounts 483,851 3,912,660 4,152,567
falling due within
one year
Related party loans 2,541 136,999 139,263
Total current 486,392 4,049,659 4,291,830
liabilities
Total liabilities 8,488,756 8,562,358 9,029,676
Total equity and 30,896,725 29,460,519 29,555,875
liabilities
The accompanying notes form an integral part of these condensed consolidated financial statements.
Condensed consolidated statement of cash flows
for the six-month period ended
Year ended
Six-month period ended Six-month period ended
30 November 2025 30 November 2024 31 May
(Unaudited) (Unaudited) 2025
€ € (Audited)
€
Cash flows from
operating activities
Comprehensive income
/ (expense) for the 278,636 (238,578) (633,394)
period/year
Adjustments for:
Depreciation 9,209 9,210 18,421
Interest expense 9,657 650 1,300
Exceptional item – (401,177) - -
debt write off
Movement in fair (151,635) (13,215) 553
value of warrants
Movement in fair - - 109,931
value of investment
Interest Income (3,240) (3,240) (6,481)
(258,550) (245,173) (509,670)
(Decrease)/increase
in trade and other (366,084) 26,791 268,957
payables
(Increase)/ decrease (12,649) 179,645 200,554
in other receivables
Net cash used in (637,283) (38,737) (40,159)
operating activities
Cash flows from
investing activities
Investment in
exploration and (391,952) (331,819) (653,755)
evaluation
Purchase of property - - -
plant and equipment
Net cash used in (391,952) (331,819) (653,755)
investing activities
Cash flows from
financing activities
Proceeds on issue of
convertible loan - - 240,179
notes
Proceeds on issue of 2,467,847 399,560 398,443
shares
Finance lease (5,496) (5,479) (10,955)
payments
Net cash provided by 2,462,351 394,081 627,667
financing activities
Increase/(Decrease)
in cash and cash 1,433,116 23,525 (66,247)
equivalents
Cash and cash
equivalents at 77,285 143,532 143,532
beginning of
financial period/year
Effect of movements
in exchange rates on 5,644 - -
cash held
Cash and cash
equivalents at end of 1,516,045 167,057 77,285
financial period/year
Condensed consolidated statement of changes in equity
for the six-month period ended
Capital Share- Other Retained
Share Share conversion based Total
capital premium reserve payment reserve deficit equity
fund reserve
€ € € € € € €
Balance at 1 10,559,406 16,446,548 30,617 42,664 1,251,829 (7,804,865) 20,526,199
June 2025
Share issue 21,845 2,452,272 - - - - 2,474,117
Share issue - (666,170) - - - - (666,170)
costs *
Comprehensive
income for - - - - (204,813) 278,636 73,823
the financial
period
Balance at 30 10,581,251 18,232,650 30,617 42,664 1,047,016 (7,526,229) 22,407,969
November 2025
Balance at 1 10,552,150 16,058,756 30,617 42,664 1,227,857 (7,171,471) 20,740,573
June 2024
Share issue 7,256 398,673 - - - - 405,929
Share issue - (9,763) - - - - (9,763)
costs
Loss for the
financial - - - - - (238,578) (238,578)
period
Balance at 30 10,559,406 16,447,666 30,617 42,664 1,227,857 (7,410,049) 20,898,161
November 2024
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
Authorised share capital:
The authorised share capital at
* Shares and Warrants issued during the period:
During the period ended
Share premium
The share premium comprises the excess consideration received in respect of share capital over the nominal value of the shares issued as adjusted for the related costs of share issue in line with the Company’s accounting policies.
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
Other reserve
The other reserve comprises of the equity portion of convertible loans and the gain on fair valuing of the net smelter royalty set out in Note 6. It also includes the cumulative translation adjustment representing the foreign exchange differences on translating the financial statements of Conroy Gold Armagh from their functional currency to the group reporting currency.
Retained deficit
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.
Notes
to and forming part of the condensed consolidated financial statements for the six-month period ended
1. Accounting policies
Reporting entity
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
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 functional currency of the Company’s subsidiary “Conroy Gold (
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
These condensed consolidated financial statements were authorised for issue by the Board of Directors on
Going concern
The Group recorded profit of
€
278,636 for the six-month period ended
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
Basis of consolidation
The consolidated financial statements include the financial statements of
Change in accounting policy
The Group did not have any changes to its accounting policies from those applied in the consolidated financial statements as at and for the year ended
Recent accounting pronouncements
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;
1. Loss per share
Six-month period Year ended 31 May
ended 30 November Six-month period 2025
Basic earnings per 2025 ended 30 November
share 2024 (Unaudited) (Audited)
(Unaudited)
€ €
€
Profit / (loss) for
the financial
period/year 278,636 (238,578) (633,394)
attributable to
equity holders of the
Company
Number of ordinary
shares at start of 55,104,175 47,848,693 47,848,693
financial period/year
Number of ordinary
shares issued during 21,845,258 7,255,482 7,255,482
the financial
period/year
Number of ordinary
shares at end of 76,949,433 55,104,175 55,104,175
financial period/year
Weighted average
number of ordinary
shares for the 60,138,301 49,881,823 52,500,153
purposes of basic
earnings per share
Basic profit / (loss) 0.0046 (0.0048) (0.0121)
per ordinary share
Diluted profit / (loss) per share
The effect of share warrants is anti-dilutive.
1. Subsidiaries
30 November 2025 30 November 2024 31 May 2025
Carrying value of (Unaudited) (Unaudited)
investment in 100% owned (Audited)
subsidiary companies € €
€
Conroy Gold (Longford – 9,116,824 9,116,824 9,116,824
Down) Limited
Conroy Gold (Clontibret) 5,766,902 5,766,902 5,766,902
Limited
Conroy Gold (Armagh) 3,719,358 3,719,358 3,719,358
Limited
Conroy Gold Limited 1 1 1
Armagh Gold Limited 3 3 3
18,603,088 18,603,088 18,603,088
The registered office of the above subsidiaries is Shannon Airport House,
1. Intangible Assets
Exploration and
evaluation assets
30 November 2025 30 November 2024 31 May 2025
(Unaudited) (Unaudited)
Cost (Audited)
€ €
€
At 1 June 29,059,493 28,405,738 28,405,738
Expenditure during the
financial period/year
Expenditure 391,951 331,819 653,755
Foreign currency (210,458) - -
adjustment
Write-back of certain (286,083) - -
capitalised expenses
At 30 November/31 May 28,954,903 28,737,557 29,059,493
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.
Exploration and evaluation costs include a reduction to the capitalised value of operating costs as a result of the write off in amounts owing set out in Note 5.
In addition to this, the change in the functional currency of
1. Non-current liabilities
Other creditors
30 November 2025 30 November 2024 31 May 2025
(Unaudited) (Unaudited)
Cost (Audited)
€ €
€
Deferred amounts owing
to Directors/Former 2,749,037 - -
Directors
Net Smelter Royalty 4,501,410 4,501,410 4,501,410
At 30 November/31 May 7,250,447 4,501,410 4,501,410
Deferred amounts owing to Directors and former Directors
On 28
th
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
1. Warrant Liability
The Company holds Sterling based warrants. The Company estimates the fair value of the sterling-based warrants using the Black Scholes Model. The determination of the fair value of the warrants is affected by the Company’s share price at the reporting date and share price volatility along with other assumptions.
The fair value of all warrants in issue at
Warrants in issue include 17,287,000 warrants issued as part of the share issue on
1. 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
1. Subsequent events
There were no material events subsequent to the reporting date which necessitate revision of the figures or disclosures included in the financial statements.
1. Related party transactions
(a) Apart from Directors’ remuneration and participation in the re-structuring detailed in Note 5, 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 has an equity interest of 5,000,000 ordinary shares in Karelian Diamond Resources plc (“Karelian”) and entered into a convertible loan note with Karelian in
The Group has the right to seek conversion of the principal amount outstanding on the convertible loan note and all interest accrued at any time during the term.
The term of the formal loan agreement ended in
(c)
The Group shares accommodation and staff with Karelian which have certain common Directors and shareholders. For the six-month period ended
1. Approval of the condensed consolidated financial statements
These condensed consolidated financial statements were approved by the Board of Directors on
4301012_0.jpeg
