Conroy Gold & Natural Resources Plc - Half-yearly results for the six months ended 30 November 2023
(“Conroy” or the “Company”)
Half-yearly results for the six months ended
Conroy (AIM: CGNR), the Irish-based resource company exploring and developing gold projects in
Highlights:
# Two district scale gold trends discovered
# Major gold targets identified in both gold trends
#Orlock Bridge gold trend extends for over 65km (c.40 miles), the Skullmartin gold trend extends for over 25klm (c.15miles)
# Further highly encouraging drilling results published during the period and post period end
# Land position over both trends secured
# Company’s licences, totalling 20 in number, comprise 14 licences in theOrlock Bridge gold trend and 6 in the Skullmartin gold trend
# Earn-in Joint Venture with Demir Export, in three phases, over 15 of the licences
# All exploration and development expenditure up to and including mining permitting covered by JV partner
# Company has right to retain 42.5% of each mining project developed
Professor
“I am delighted to report further excellent progress during the period. The drilling results on the Derryhennet section of the
For further information please contact:Conroy Gold and Natural Resources plc Tel: +353-1-479-6180 ProfessorRichard Conroy , ChairmanAllenby Capital Limited (Nomad) Tel: +44-20-3328-5656Nick Athanas /Nick Harriss Peterhouse Capital Limited (Broker) Tel: +44-20-7469-0930Lucy Williams /Duncan Vasey Tel: +44-20-3290-0707Lothbury Financial Services Michael Padley Hall Communications Tel: +353-1-660-9377Don Hall Visit the website at:www.conroygold.com
Chairman’s statement
Dear fellow Shareholder,
I have great pleasure in presenting the Company's Half-Yearly Report and Condensed Consolidated Financial Statements for the six-month period ended
The Company’s licences, totalling 20 in number, comprise 14 licences in the
During the course of phase 1 of the JV, which includes the current period, all exploration costs expended on the 15 licences in the JV are being covered by the JV partner in order to earn a 25% interest in these licences, incurring a minimum expenditure of over €6.5 million. To earn a further 15% interest a further minimum expenditure of €5.5 million in Phase 2 of the JV agreement must be made.
To proceed with a mining project in any of these licences the JV partner must cover, in Phase 3, all further expenditure required, including costs associated with drilling, laboratory test work, environmental studies and acquisition of planning and mine licences, together with land acquisition costs, to bring the JV partner’s interest up to 57.5 per cent in that particular mining project, or in any further mining projects over the JV licences, with Conroy Gold retaining 42.5 per cent in each one.
At
The significant potential of the
The possibility of a world class gold deposit at
Elsewhere over its extensive licence areas covering both district scale gold trends, the Company is conscious of the extensive potential, with many gold targets identified along the two trends, in addition to the Clontibret gold deposit where a JORC compliant resource of c.500,000
The gold discovery made this year at Creenkill, on the newly discovered district scale Skullmartin gold trend, with visible gold and exceptionally high gold assay results of up to 123 g/t gold in quartz breccia samples taken during prospecting, is also highly encouraging and is an augury of the potential of the Skullmartin gold trend.
Technical Results
Technical results during the period, and indeed post period, included excellent drilling results particularly in the Derryhennet area of
Finance
The loss after taxation for the half year ended
Directors and staff
I would particularly like to thank my fellow directors, staff and consultants for their continued support and dedication, which has enabled the Company to achieve such outstanding results and reach a stage at which we can envisage the possibility of a world class gold deposit on the Company’s licence area.
I would like to welcome as a new Director,
Outlook
I very much look forward to the Company continuing to make progress at an ever accelerating pace with the exploration and development of the licences over both the district scale gold trends which the Company has discovered. We will continue to work in conjunction with our JV partner Demir Export, in relation to the 15 JV licences, and on the Company’s behalf in relation to the non JV licences held and look forward to the successful development of one or more mining properties on the Company’s licences, including perhaps a world class gold deposit at
Yours faithfully,
Professor
Chairman
Condensed consolidated income statement
Six-month period Six-month period Year ended 31 May
ended 30 November ended 30 November 2023
Note 2023 2022
(Audited) €
(Unaudited) € (Unaudited) €
Continuing
operations
Operating expenses (343,684) (346,286) (604,891)
Operating expenses
– share-based - - -
payment expense
Movement in fair 7 18,085 257,050 257,050
value of warrants
Operating loss (325,599) (89,236) (347,841)
Finance income – - - 3
interest
Interest expense (647) (14,341) (14,991)
(Loss) before (326,246) (103,577) (14,988)
taxation
Income tax expense - - -
(Loss) for the
financial (326,246) (103,577) (362,829)
period/year
(Loss) per share
Basic and diluted
(loss) per ordinary 2 (€0.0069) (€0.0024) (€0.0083)
share
Condensed consolidated statement of comprehensive income
Six-month period Six-month period
ended 30 November ended 30 November Year ended 31 May
2023 2022 2023 (Audited) €
(Unaudited) € (Unaudited) €
(Loss) for the (326,246) (103,577) (256,484)
financial period/year
(Expense)/Income
recognised in other - - -
comprehensive income
Total comprehensive
(expense) for the (326,246) (103,577) (256,484)
financial period/year
Condensed consolidated statement of financial position
Note 30 November 2023 30 November 2022 Year ended 31 May
(Unaudited) (Unaudited) 2023 (Audited)
€ € €
Assets
Non-current assets
Intangible assets 4 27,596,208 24,946,172 26,331,917
Property, plant and 83,705 84,715 91,703
equipment
Financial Assets 273,491 - 273,491
Total non-current 27,953,404 25,030,887 23,896,422
assets
Current assets
Cash and cash 262,228 961,406 557,934
equivalents
Other receivables 264,096 378,256 124,828
Total current assets 526,324 1,339,662 682,762
Total assets 28,479,728 26,370,549 27,379,873
Equity
Capital and reserves
Called up share 10,552,280 10,549,187 10,549,187
capital
Share premium 15,935,676 15,698,805 15,698,805
Capital conversion 30,617 30,617 30,617
reserve fund
Share based payments 42,664 42,664 42,664
reserve
Other reserve 71,596 71,596 71,596
Retained deficit (6,912,097) (6,326,299) (6,585,551)
Total equity 19,720,737 20,066,570 19,807,318
Non controlling
interests
Convertible shares in 6 4,807,218 2,557,217 3,707,218
subsidiary companies
Total non controlling 4,807,218 2,557,217 3,707,218
interests
Liabilities
Non-current
liabilities
Finance leases 16,272 25,926 21,100
Warrant liabilities 5 209,790 - -
Total non-current 226,062 25,926 21,100
liabilities
Current liabilities
Trade and other
payables: amounts 3,588,713 3,583,837 3,707,238
falling due within
one year
Related party loans 9 136,999 136,999 136,999
Total current 3,725,711 3,720,836 3,844,237
liabilities
Total liabilities 3,951,773 3,746,762 3,865,337
Total equity and 28,479,728 26,370,549 27,379,873
liabilities
Condensed consolidated statement of cash flows
Six-month period Six-month period
ended 30 November ended 30 November Year ended 31 May
2023 2022 2023 (Audited) €
(Unaudited) € (Unaudited) €
Cash flows from
operating activities
(Loss) for the (346,574) (103,577) (362,829)
financial period/year
Adjustments for:
Depreciation 8,692 943 18,095
Interest expense 650 14,341 14,991
Movement in fair 18,085 (257,050) (257,050)
value of warrants
Decrease/(increase) (122,149) 66,664 31,009
in other receivables
(Decrease)/increase
in trade and other (118,826) (27,586) 142,594
payables
Payments from (to)
Karelian Diamond (15,250) - -
Resources P.L.C
Net cash used in (611,542) (306,265) (413,190)
operating activities
Cash flows from
investing activities
Investment in
exploration and (1,264,292) (1,057,339) (2,443,083)
evaluation
Purchase of property (694) (78,069) (102,209)
plant and equipment
Net cash used in (1,264,986) (1,135,408) (2,545,292)
investing activities
Cash flows from
financing activities
Issue of convertible
shares in subsidiary 1,100,000 1,150,318 2,300,319
companies
Issue of Share 488,168 - -
Capital
(Payments to) /
receipts from finance (5,477) 36,664 -
leases
Net cash provided by 1,582,691 1,186,982 2,300,319
financing activities
(Decrease) in cash (293,837) (254,691) (658,163)
and cash equivalents
Cash and cash
equivalents at 557,934 1,216,097 1,216,097
beginning of
financial period/year
Cash and cash
equivalents at end of 264,096 961,406 557,934
financial period/year
Condensed consolidated statement of changes in equity
Capital Share- Other Retained
Share Share conversion based Total
capital premium reserve payment reserve deficit equity
fund reserve
€ € € € € € €
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 3,093 485,075 - - - - 488,168
Share issue - (20,328) (20,328)
costs *
Warrants - (227,875) - - - - (227,875)
Issued *
Loss for
the - - - - - (326,246) (326,246)
financial
year
Balance at
30 November 10,552,280 15,935,677 30,617 42,664 71,596 (6,911,797) 19,720,737
2023
Balance at 10,543,694 15,256,556 30,617 42,664 79,929 (6,222,722) 19,730,738
1 June 2022
Share issue 5,493 442,249 - - - - 447,742
Share issue - - - - - - -
costs
Equity
element of - - - - (8,333) - (8,333)
convertible
loan
Loss for
the - - - - - (103,577) (103,577)
financial
year
Balance at
30 November 10,549,187 15,698,805 30,617 42,664 71,596 (6,326,299) 20,066,570
2022
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
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.
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 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 incurred a loss of €326,246 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
Recent accounting pronouncements
The following new standards and amendments to standards have been issued by the
-- Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between
an investor and its associate or joint venture – Postponed indefinitely;
-- Amendments to IFRS 16 Leases: Lease liability in a sale and leaseback –
Effective date 1 January 2024 ; and
-- Amendments to IAS 1 Presentation of Financial Statements: Classification
of liabilities as current or non-current and classification of
liabilities as current or non-current – Effective date 1 January 2024 .
Basis of consolidation
The condensed consolidated financial statements include the condensed financial statements of
1. Loss per share
Six-month period Year ended 31 May
Basic earnings per ended 30 November Six-month period 2023
share 2023 ended 30 November
2022 (Unaudited) € (Audited) €
(Unaudited) €
(Loss) for the
financial period/year
attributable to (326,246) (103,577) (362,829)
equity holders of the
Company
Number of ordinary
shares at start of 44,756,101 39,262,880 39,262,880
financial period/year
Number of ordinary
shares issued during 3,092,592 5,493,221 5,493,221
the financial
period/year
Number of ordinary
shares at end of 47,848,693 44,756,101 44,756,101
financial period/year
Weighted average
number of ordinary
shares for the 47,518,252 42,591,285 43,671,058
purposes of basic
earnings per share
Basic (loss) per (€0.0069) (€0.0024) (€0.0083)
ordinary share
Diluted (loss) per share
The effect of share options and warrants is anti dilutive.
3. Subsidiaries
Shares in 100% owned 30 November 2023 30 November 2022 31 May 2023
subsidiary companies (Unaudited) € (Unaudited) €
(Audited) €
Conroy Gold (Longford – 9,116,823 9,116,823 9,116,823
Down) Limited *
Conroy Gold (Clontibret) 5,766,901 5,766,901 5,766,901
Limited *
Conroy Gold (Armagh) 3,719,357 3,719,357 3,719,357
Limited *
Conroy Gold Limited 1 1 1
Armagh gold Limited 3 3 3
18,603,085 18,603,085 18,603,085
* Subject of Joint Venture with Demir Export.
The registered office of the above subsidiaries is
4. Intangible Assets
Exploration and
evaluation assets
30 November 2023 30 November 2022 31 May 2023
Cost (Unaudited) € (Unaudited) €
(Audited) €
At 1 June 26,331,917 23,888,833 23,888,833
Expenditure during the
financial period/year
-- License and 1,034,256 913,612 1,795,401
appraisal costs
-- Other operating 203,485 143,727 647,683
expenses
At 30 November/31 May 27,596,208 24,946,172 26,331,917
Exploration and evaluation assets relate to expenditure incurred in the development of mineral exploration opportunities. These assets are carried at historical cost and have been assessed for impairment in particular with regard to the requirements of IFRS 6: Exploration for and Evaluation of Mineral Resources relating to remaining licence or claim terms, likelihood of renewal, likelihood of further expenditure, possible discontinuation of activities as a result of specific claims and available data which may suggest that the recoverable value of an exploration and evaluation asset is less than its carrying amount.
The Board of Directors have considered the proposed work programmes for the underlying mineral resources. They are satisfied that there are no indications of impairment. The Board of Directors note that the realisation of the intangible assets is dependent on further successful development and ultimate production of the mineral resources and the availability of sufficient finance to bring the resources to economic maturity and profitability.
5. Warrant liabilities
The Company holds Euro and Sterling based warrants. The Company estimates the fair value of the sterling-based warrants using the Binomial Lattice 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.
As part of the share issue in
6. Non Controlling Interests
Convertible Shares held in Subsidiary Companies
Under the terms of the joint venture and related agreements entered into between the Company and Demir Export on
When all of the conditions (including, inter-alia, a minimum of €5.5 million in cash investment) in relation to the first phase of the joint venture operation (Phase 1) have been fulfilled, the convertible shares will be converted into ordinary shares in each subsidiary company such that Demir Export will hold a 25% ordinary equity interest in each company. Demir Export can earn further equity in each subsidiary company by meeting the commitments set out in Phases 2 and 3 of the joint venture.
At
The joint venture agreements provide that in certain limited circumstances, Demir Export will be entitled to a net smelter royalty in the licences, capped at the level of investment made, in lieu of their convertible shares, should it exit or terminate its involvement in the joint venture during the current Phase 1 stage.
7. Commitments and contingencies
As a result of entering into a joint venture agreement with Demir Export A.S. (“Dex”) on
8. 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.
9. Related party transactions
(a) Directors’ and former 30 November 2023 30 November 2022 31 May 2023
Directors’ loans (Unaudited) € (Unaudited) €
(Audited) €
At 1 June 136,999 136,999 136,999
Loan adjustment - - -
Loan repayment - - -
At 30 November/31 May 136,999 136,999 136,999
The Directors’ and former Directors’ loan amounts relate to monies owed to Professor
(b)Apart from Directors’ remuneration, 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.
(c)
In
(d)
The Group shares accommodation and staff with Karelian Diamond Resources plc which have certain common Directors and shareholders. For the six-month period ended
10. Approval of the condensed consolidated financial statements
These condensed consolidated financial statements were approved by the Board of Directors on
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