CGNR.L

Conroy Gold & Natural Resources Plc
Conroy Gold & Natural Resources Plc - Half-yearly results for the six months ended 30 November 2023
29th February 2024, 07:00
TwitterFacebookLinkedIn
To continue viewing RNS, please confirm that you are a Private Investor*

* A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:

  1. Obtains access to the information in a personal capacity;
  2. Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
  3. Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
  4. Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
  5. Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
  6. Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
29 February 2024

[Description: 2011 Jan 28 CGNR Logo]

Conroy Gold and Natural Resources plc

("Conroy" or the "Company")

Half-yearly results for the six months ended 30 November 2023

Conroy (AIM: CGNR), the Irish-based resource company exploring and developing
gold projects in Ireland and Finland, is pleased to announce its results for the
six months ended 30 November 2023. Details of these can be found below and a
full copy of the interim results statement can be viewed on the Company's
website.

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 the
Orlock 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 Richard Conroy, Chairman, commented:

"I am delighted to report further excellent progress during the period. The
drilling results on the Derryhennet section of the Clay Lake gold target, in
particular, are highly encouraging."

For further information please contact:

Conroy Gold and Natural Resources plc  Tel: +353-1-479-6180
Professor Richard Conroy, Chairman
Allenby Capital Limited (Nomad)        Tel: +44-20-3328-5656
Nick Athanas/Nick Harriss
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

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 30
November 2023.  The period has been one of major continued success and
progress.  The discovery of a second new district scale gold trend in the
Longford-Down Massif in Ireland during the year has been an exceptionally
important development. The Company is now in the attractive position of having
discovered two new district scale gold trends and of having secured the land
position over both entire gold trends. The Board is hopeful that they may well
have discovered a world class gold deposit on the Derryhennet section of the
Clay Lake target.

The Company's licences, totalling 20 in number, comprise 14 licences in the
Orlock Bridge gold trend and 6 in the Skullmartin gold trend. The Orlock Bridge
gold trend extends for over 65km (c.40 miles) whilst the Skullmartin gold trend
extends for over 25km (c.15miles) and lies approximately 20km south of the
Orlock Bridge trend. An earn-in Joint Venture (the "JV") with Demir Export A.Ş
("Demir Export"), in three phases, has been agreed over 15 of the licences.

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 30 November 2023, Demir Export had invested €4,807,218 in the subsidiary
companies with convertible shares issued for the first €2,557,218 of this
investment and the balance to be issued post period end in line with the
agreement.

The significant potential of the Clay Lake gold target, in terms of high
tonnage, overall gold content and mineability, in particular in the Derryhennet
section of the target which is an orogenic folded black carbonaceous shale, is
such that it could possibly be a world class gold target. Black carbonaceous
shale hosted gold targets can contain multimillion ounce gold deposits, such as
those seen in the giant Tien Shan gold province in Central Asia, which has
numerous gold deposits, some of them ranging up to 15 million ounces, and the
world class Kinross Paracatu gold mine in Brazil, in which, incidentally, the
proven and probable gold resources are at a level of 0.4 g/t Au, significantly
lower than those seen at Clay Lake.

The Clay Lake gold target extends for 8km and, in some areas, is up to 2km in
width. The Derryhennet section alone is up to 1km in length and 2km in width.
Step out drilling at Derryhennet has confirmed good continuity of the gold
Stockwork zone which already stands at over 400 metres in length and is still
open. Wide gold intersections at relatively shallow depths further indicate the
potential at Derryhennet for high tonnage, overall gold content and mineability.

The possibility of a world class gold deposit at Clay Lake is, in the Board's
view, becoming increasingly likely. It is early days yet and there is much work
still to be done. There can be no guarantees but certainly the position is
highly encouraging and there would seem to be a very serious possibility of the
existence of a world class gold deposit.

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 Oz Au has been estimated on
less than 20% of the target area. The Clontibret gold target is known to be open
in all directions, and to depth, and has many similarities to the major
Fosterville gold mine in Australia.

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.

The Orlock Bridge and Skullmartin gold trends extend in the same direction
approximately 20km apart. The Company has secured its land position over the two
gold trends through licences in both Ireland and Northern Ireland. For the sake
of clarity, each exploration licence in Ireland covers gold and all other
metals. In Northern Ireland the exploration licences, known as Mines Royal
options, are issued by the Crown Commissioners and cover gold and precious
metals.  The Northern Ireland Authorities issue licences covering all other
metals.

Technical Results

Technical results during the period, and indeed post period, included excellent
drilling results particularly in the Derryhennet area of Clay Lake where, as
indicated above, there would seem excellent potential for high tonnage, overall
gold content and mineability.  The Board is very much of the opinion, in view of
these outstanding results, including the possible presence of a world class gold
deposit on the Company's Clay Lake licence, that there is a marked and, in their
opinion, unjustifiable disparity in the Company's share price when compared to
the potential assets of the Company.

Finance

The loss after taxation for the half year ended 30 November 2023 was €326,246
(30 November 2022 - €103,577) and the net assets as at 30 November 2023 were
€24,527,955 (30 November 2022 - €22,623,787).

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, John Sherman, who post period end
joined the Board. I, alongside my colleagues on the Board, very much look
forward to his contribution to the Board and the Company.

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 Clay Lake.

Yours faithfully,

Professor Richard Conroy

Chairman

28 February 2024

Condensed consolidated income statement

              Note  Six-month period     Six-month period     Year ended
                    ended 30 November    ended 30 November    31 May 2023
                    2023                 2022
                                                              (Audited) €
                    (Unaudited) €        (Unaudited) €

Continuing
operations
Operating           (343,684)            (346,286)            (604,891)
expenses
Operating           -                    -                    -
expenses -
share-based
payment
expense
Movement in   7     18,085               257,050              257,050
fair value
of warrants

Operating           (325,599)            (89,236)             (347,841)
loss

Finance             -                    -                    3
income -
interest
Interest            (647)                (14,341)             (14,991)
expense

(Loss)              (326,246)            (103,577)            (14,988)
before
taxation

Income tax          -                    -                    -
expense

(Loss) for          (326,246)            (103,577)            (362,829)
the
financial
period/year

(Loss) per
share
Basic and     2     (€0.0069)            (€0.0024)            (€0.0083)
diluted
(loss)
per ordinary
share

Condensed consolidated statement of comprehensive income

                   Six-month period     Six-month period     Year ended 31 May
                   ended 30 November    ended 30 November    2023 (Audited) €
                   2023                 2022

                   (Unaudited) €        (Unaudited) €

(Loss) for the     (326,246)            (103,577)            (256,484)
financial
period/year

(Expense)/Incom    -                    -                    -
e recognised
in other
comprehensive
income

Total              (326,246)            (103,577)            (256,484)
comprehensive
(expense)
for the
financial
period/year

Condensed consolidated statement of financial position

                 Note  30 November    30 November    Year ended 31
                       2023           2022           May 2023
                       (Unaudited)    (Unaudited)    (Audited)
                       €              €              €
Assets
Non-current
assets
Intangible       4     27,596,208     24,946,172     26,331,917
assets
Property, plant        83,705         84,715         91,703
and equipment
Financial              273,491        -              273,491
Assets
Total non              27,953,404     25,030,887     23,896,422
-current assets

Current assets
Cash and cash          262,228        961,406        557,934
equivalents
Other                  264,096        378,256        124,828
receivables
Total current          526,324        1,339,662      682,762
assets

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                30,617         30,617         30,617
conversion
reserve
fund
Share based            42,664         42,664         42,664
payments
reserve
Other reserve          71,596         71,596         71,596
Retained               (6,912,097)    (6,326,299)    (6,585,551)
deficit
Total equity           19,720,737     20,066,570     19,807,318
Non controlling
interests
Convertible      6     4,807,218      2,557,217      3,707,218
shares in
subsidiary
companies
Total non              4,807,218      2,557,217      3,707,218
controlling
interests

Liabilities
Non-current
liabilities
Finance leases         16,272         25,926         21,100
Warrant          5     209,790        -              -
liabilities
Total non              226,062        25,926         21,100
-current
liabilities

Current
liabilities
Trade and other        3,588,713      3,583,837      3,707,238
payables:
amounts falling
due within one
year
Related party    9     136,999        136,999        136,999
loans
Total current          3,725,711      3,720,836      3,844,237
liabilities

Total                  3,951,773      3,746,762      3,865,337
liabilities

Total equity           28,479,728     26,370,549     27,379,873
and liabilities

Condensed consolidated statement of cash flows

                  Six-month period     Six-month period     Year ended 31 May
                  ended 30 November    ended 30 November    2023 (Audited) €
                  2023                 2022

                  (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          650                  14,341               14,991
expense
Movement in       18,085               (257,050)            (257,050)
fair value of
warrants
Decrease/(increa  (122,149)            66,664               31,009
se) in other
receivables
(Decrease)/incre  (118,826)            (27,586)             142,594
ase in trade
and other
payables
Payments from     (15,250)             -                    -
(to) Karelian
Diamond
Resources P.L.C
Net cash used     (611,542)            (306,265)            (413,190)
in operating
activities

Cash flows from
investing
activities
Investment in     (1,264,292)          (1,057,339)          (2,443,083)
exploration and
evaluation
Purchase of       (694)                (78,069)             (102,209)
property plant
and
equipment
Net cash used     (1,264,986)          (1,135,408)          (2,545,292)
in investing
activities

Cash flows from
financing
activities
Issue of          1,100,000            1,150,318            2,300,319
convertible
shares in
subsidiary
companies
Issue of Share    488,168              -                    -
Capital
(Payments to) /   (5,477)              36,664               -
receipts from
finance leases
Net cash          1,582,691            1,186,982            2,300,319
provided by
financing
activities

(Decrease) in     (293,837)            (254,691)            (658,163)
cash and cash
equivalents
Cash and cash     557,934              1,216,097            1,216,097
equivalents at
beginning of
financial
period/year
Cash and cash     264,096              961,406              557,934
equivalents at
end of
financial
period/year

Condensed consolidated statement of changes in equity

             Share       Share       Capital     Share-   Other    Retained
Total
             capital     premium     conversion  based
equity
                                     reserve     payment  reserve  deficit
                                     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     -           -           -           -        -        (326,246)
(326,246)
the
financial
year
Balance at   10,552,280  15,935,677  30,617      42,664   71,596   (6,911,797)
19,720,737
30
November
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       -           -           -           -        (8,333)  -
(8,333)
element of
convertible
loan
Loss for     -           -           -           -        -        (103,577)
(103,577)
the
financial
year
Balance at   10,549,187  15,698,805  30,617      42,664   71,596   (6,326,299)
20,066,570
30
November
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 26 February 2015 and 14 December
2015.  During the 6 month period, the company issued a total of 3,092,592
ordinary shares through at a price of £0.135 per ordinary share.  Each share
issued carried a warrant to subscribe for one new ordinary share at a price of
22.5 pence per ordinary share exercisable at any point to 13 June 2026.  The
value of warrants issued were, being a cost of issue of the ordinary shares,
deducted from share premium in line with the Group's accounting policy.

Authorised share capital:

The authorised share capital at 30 November 2023 comprised 11,995,569,058
ordinary shares of €0.001 each, 306,779,844 deferred shares of €0.02 each, and
437,320,727 deferred shares of €0.00999 each (€22,500,000), (30 November 2022:
11,995,569,058 ordinary shares of €0.001 each, 306,779,844 deferred shares of
€0.02 each, and 437,320,727 deferred shares of €0.00999 each (€22,500,000)).

*   Shares and Warrants issued during the period:

During the period ended 30 November 2023, the Company raised £400,000 after
costs through the issue of 3,092,592 ordinary shares of the company at a price
of £0.025 per Subscription Share.   As part of this fundraise, warrants at
£0.225 per share were issued, the value of which at the date of issue were
deducted from share premium in line with the Company's accounting policies.

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 30 November 2023 no
warrants expired.

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

Conroy Gold and Natural Resources plc (the "Company") is a company domiciled in
Ireland. The unaudited condensed consolidated financial statements for the six
-month period ended 30 November 2023 comprise the condensed financial statements
of the Company and its subsidiaries (together referred to as the "Group").

Basis of preparation and statement of compliance

Basis of preparation

The condensed consolidated financial statements have been prepared in accordance
with International Accounting Standard ("IAS") 34: Interim Financial Reporting.

The condensed consolidated financial statements do not include all the
information and disclosures required in the annual consolidated financial
statements, and should be read in conjunction with the Group's annual
consolidated financial statements as at 31 May 2023, which are available on the
Group's website - www.conroygold.com. The accounting policies adopted in the
presentation of the condensed consolidated financial statements are consistent
with those followed in the preparation of the Group's annual consolidated
financial statements for the year ended 31 May 2023.

The condensed consolidated financial statements have been prepared under the
historical cost convention, except for derivative financial instruments which
are measured at fair value at each reporting date.

The condensed consolidated financial statements are presented in Euro ("€"). €
is the functional currency of the Group.

The preparation of condensed consolidated financial statements requires the
Board of Directors and management to use judgements, estimates and assumptions
that affect the application of policies and reported amounts of assets,
liabilities, income and expenses. Actual results may differ from those
estimates. Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the financial period
in which the estimate is revised and in any future financial periods affected.
Details of critical judgements are disclosed in the accounting policies detailed
in the annual consolidated financial statements.

The financial information presented herein does not amount to statutory
consolidated financial statements that are required by Chapter 4 part 6 of the
Companies Act 2014 to be annexed to the annual return of the Company. The
statutory consolidated financial statements for the financial year ended 31 May
2023 will be annexed to the annual return and filed with the Registrar of
Companies. The audit report on those consolidated financial statements was
unqualified.

These condensed consolidated financial statements were authorised for issue by
the Board of Directors on 28 February 2024.

Going concern

The Group incurred a loss of €326,246 for the six-month period ended 30 November
2023 (30 November 2022: €103,577). The Group had net current liabilities of
€3,199,387 at that date (30 November 2022: €2,381,174).

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 28 February 2025. In reviewing the proposed work programme for
exploration and evaluation assets, the results obtained from the exploration
programme and the prospects for raising additional funds as required, the Board
of Directors are satisfied that it is appropriate to prepare the condensed
consolidated financial statements on a going concern basis.

Recent accounting pronouncements

The following new standards and amendments to standards have been issued by the
International Accounting Standards Board but have not yet been endorsed by the
EU, accordingly, none of these standards have been applied in the current year.
The Board of Directors is currently assessing whether these standards once
endorsed by the EU will have any impact on the financial statements of the Group
and the Company.

  · Amendments to IFRS 10 and IAS 28: Sale or contribution of assets between an
investor and its associate or joint venture - Postponed indefinitely;
  · Amendments to IFRS 16 Leases: Lease liability in a sale and leaseback -
Effective date 1 January 2024; and
  · Amendments to IAS 1 Presentation of Financial Statements: Classification of
liabilities as current or non-current and classification of liabilities as
current or non-current - Effective date 1 January 2024.

Basis of consolidation

The condensed consolidated financial statements include the condensed financial
statements of Conroy Gold and Natural Resources plc and its subsidiaries.
Subsidiaries are entities controlled by the Company. Control exists when the
Group is exposed to or has the right to variable returns from its involvement
with the entity and has the ability to affect those returns through its control
over the entity. In assessing control, potential voting rights that presently
are exercisable are taken into account. The condensed financial statements of
subsidiaries are included in the condensed consolidated financial statements
from the date that control commences until the date that control ceases. Intra
-Group balances, and any unrealised income and expenses arising from intra-Group
transactions are eliminated in preparing the condensed consolidated financial
statements.

 2.       Loss per share

Basic earnings per         Six-month      Six-month       Year ended
share                      period         period ended    31 May 2023
                           ended 30       30
                           November       November        (Audited) €
                           2023           2022
                                          (Unaudited)
                           (Unaudited)    €
                           €
(Loss) for the             (326,246)      (103,577)       (362,829)
financial period/year
attributable to
equity holders of the
Company

Number of ordinary         44,756,101     39,262,880      39,262,880
shares at start of
financial period/year
Number of ordinary         3,092,592      5,493,221       5,493,221
shares issued during
the
financial period/year
Number of ordinary         47,848,693     44,756,101      44,756,101
shares at end of
financial period/year
Weighted average           47,518,252     42,591,285      43,671,058
number of ordinary
shares
for the 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      30 November      31 May 2023
subsidiary companies  2023             2022
                      (Unaudited) €    (Unaudited) €    (Audited) €
Conroy Gold           9,116,823        9,116,823        9,116,823
(Longford - Down)
Limited *
Conroy Gold           5,766,901        5,766,901        5,766,901
(Clontibret) 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 3300 Lake Drive, Citywest
Business Campus, Dublin 24, D24 TD21, Ireland.

4.Intangible Assets

Exploration and
evaluation assets
Cost                    30 November      30 November    31 May
                        2023             2022           2023
                        (Unaudited) €    (Unaudited)
                                         €              (Audited)
                                                        €
At 1 June               26,331,917       23,888,833     23,888,833
Expenditure during the
financial period/year
                        1,034,256        913,612        1,795,401
  · License and
appraisal costs
                        203,485          143,727        647,683
  · Other operating
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 June 2023, the Company issued
3,092,592 warrants with an exercise price of GBP 22.5p. The fair value of those
warrants in issue at 30 November 2023 was €209,790. The movement in fair value
from the date of issue in June 2023 to  30 November 2023 resulted in a non-cash
gain of €18,085.

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 31 December 2021, in return for fulfilling
funding and other obligations as set out in the agreements, Demir Export will
earn an equity interest in the following wholly owned subsidiaries of the
Company: Conroy Gold (Clontibret) Limited, Conroy Gold (Longford - Down) Limited
and Conroy Gold (Armagh) Limited. The investment by Demir Export is effected by
the issuance of convertible shares in each subsidiary company which have no
voting or participation rights.

When all of the conditions (including, inter-alia, a minimum of €5.5 million in
cash investment) in relation to the first phase of the joint venture operation
(Phase 1) have been fulfilled, the convertible shares will be converted into
ordinary shares in each subsidiary company such that Demir Export will hold a
25% ordinary equity interest in each company. Demir Export can earn further
equity in each subsidiary company by meeting the commitments set out in Phases 2
and 3 of the joint venture.

At 30 November 2023, Demir Export had invested €4,807,218 in the subsidiary
companies with convertible shares issued for the first €2,557,218 of this
investment and the balance to be issued post period end in line with the
agreement.  This amount is recorded as a non-controlling interest at the period
end.

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 31 December 2021, all significant work commitments for the
forthcoming year in respect of prospecting licences held by the Group will be
met by Dex.

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     30 November      30 November      31 May 2023
former Directors'      2023             2022
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 Richard Conroy (Chairman) amounting to €101,999 (30 November 2022:
€101,999) and Seamus Fitzpatrick amounting to €35,000 (30 November 2022:
€35,000).

Seamus Fitzpatrick is former director in the Company having left the board in
August 2017 (and is shareholder of the Company owning less than 3% of the issued
share capital of the Company). Mr. Fitzpatrick is not classified as a related
party under the AIM Rules for Companies. This loan is an unsecured advance with
no interest payable and there is no repayment or maturity terms.

(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 May 2023, Karelian Diamond Resources plc ("Karelian") reached agreement
for an amount equivalent to £125,000 of the amount owing to the Company be
capitalised into 5,000,000 new ordinary shares of €0.00025 each in the capital
of Karelian Diamond Resources plc. at a price of 2.5p per Karelian share. A
further amount outstanding equivalent to £112,500 was incorporated into a
convertible 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 Karelian share.

(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 30 November 2023, the Group incurred costs totalling €49,597 (30 November
2021: €34,846) on behalf of Karelian Diamond Resources plc. These costs were
recharged to Karelian Diamond Resources plc by the Group.   At 30 November 2023,
the Group is owed €69,840 (30 November 2022: €234,652) by Karelian Diamond
Resources plc.

10.Approval of the condensed consolidated financial statements

These condensed consolidated financial statements were approved by the Board of
Directors on 28 February 2024. A copy of the condensed consolidated financial
statements will be available on the Group's website www.conroygold.com on 29
February 2024.


This information was brought to you by Cision http://news.cision.com
The following files are available for download:
https://mb.cision.com/Public/22621/3937956/9c353c01738bd5f7_org.jpeg 3937956_0.jpeg
TwitterFacebookLinkedIn