RNS Number : 9927H
Conroy Gold & Natural Resources PLC
29 November 2022
 

 

29 November 2022

 

2011 Jan 28 CGNR Logo

 

 

Conroy Gold and Natural Resources plc

("Conroy Gold" or "the Company")

 

 

FINAL RESULTS FOR THE YEAR TO 31 MAY 2022

 

NOTICE OF ANNUAL GENERAL MEETING

 

Conroy Gold and Natural Resources plc (AIM: CGNR), the gold and base metals exploration and development company, is pleased to report its audited accounts for the year to 31 May 2022.

 

Highlights:

 

·    Joint venture ("JV") agreement, to develop the district scale gold trend which the Company has discovered in Ireland, agreed and completed with Demir Export. The JV agreement is an earn-in agreement

 

·    The investment by Demir Export is directly into three operating companies, wholly owned subsidiaries of Conroy Gold, which have been established to hold and operate the various licences in the JV:

 

·    A cash payment of €1 million was made to the Company upon completion of the JV agreement in March 2022

·    Expenditure of over €4.5 million by Demir Export in work commitments is required for Demir Export to earn a 25% interest in each project

·    Subsequent expenditure of €4.5m plus will earn an additional 15%

·    When construction ready status for mine development is achieved, following funding of the necessary expenditure, Demir Export will earn a further 17.5% interest, bringing their total holding to 57.5% in any given development

 

·    Three new prospecting licences in the Longford-Down Massif have been granted to Conroy Gold. Is it intended to transfer these licences to the JV in due course, which will make a total of 15 licences held by the JV and a total JV area of approximately 1000 km²

 

·    During the year and post period, exploration at Clontibret and elsewhere in the Longford-Down Massif has continued with excellent results achieved

 

·    The current drill programme at Clontibret, which is being carried out in conjunction with Demir Export, commenced in May 2022 and is designed to build upon the previous work carried out by Conroy Gold with the objective of enhancing the knowledge of the Clontibret deposit and increasing the existing JORC resource figure

 

Chairman, Professor Richard Conroy, commented:

 

"The JV with Demir Export is now fully established.  Initial JV drilling has been completed and the results announced.  The drilling and exploration programme has been greatly expanded as we look to increase the defined resource at Clontibret and potential targets elsewhere along the Longford-Down gold trend, such as Clay Lake and Slieve Glah, with a view to developing a gold mine at Clontibret and/or elsewhere along the trend.

 

"Overall, we have made excellent progress in the last year and we will look to accelerate the pace of the work programme in the current year."

Annual Report and Accounts for the year to 31 May 2022

The full audited annual report and accounts for the year to 31 May 2022 ("Annual Report") will be posted to shareholders today and will be published on the Company's website (www.conroygoldandnaturalresources.com) shortly. Key elements can also be viewed at the bottom of this announcement.

Annual General Meeting

The Annual General Meeting of the Company ("AGM") will be held at The Conrad Dublin Hotel, Earlsfort Terrace, Dublin at 12 noon on 20 December 2022. A copy of the notice of AGM can be viewed on the Company's website.

 

For further information please contact:

 

Conroy Gold and Natural Resources plc

Professor Richard Conroy, Chairman

 

+353-1-479-6180

Allenby Capital Limited (Nomad)

Nick Athanas / Nick Harriss

 

+44-20-3328-5656

First Equity Limited (Broker)

Jason Robertson

 

+44-20-7330-1883

Lothbury Financial Services

Michael Padley

 

+44-20-3290-0707

Hall Communications

Don Hall

 

+353-1-660-9377


Visit the Company website at www.conroygold.com

Key Information Extracted from Annual Report

Chairman's Statement

Dear Shareholder,

An EGM was held during the period under review at which shareholder's approval was sought, and granted, for the joint venture. Completion of the joint venture was also conditional on the necessary regulatory consents being granted in the Republic of Ireland and Northern Ireland for the transfer of the relevant licences to the various joint venture companies which were set up under the joint venture agreement. These regulatory consents were received in the first quarter of 2022.

During the year and post period, exploration at Clontibret and elsewhere in the Longford-Down has continued. Excellent results included the widest yet gold intercept drilled to date at Clontibret - 94.5m grading 1.0g/t Au, including 45m grading 1.5g/t Au, in the stockwork zone. The drill hole also intersected lodes which assayed 6m grading 4.4g/t Au, 2.7m grading 5g/t Au and 1.55m grading 4.0g/t Au. An initial c.3000m joint venture step out drilling programme also commenced in April 2022 at Clontibret and results to date have included the discovery of four new gold zones and further continuity of the gold mineralization in the stockwork, including an intersection of 22m@0.6g/t gold (as announced by the Company on 1 September 2022).

Other exploration work, including drilling, deep overburden sampling and geophysics work, was also carried out during the year with highly encouraging results.

The current drill programme at Clontibret, which is being carried out in conjunction with Demir Export, is designed to build upon the previous work carried out by Conroy over many years, by enhancing our knowledge of the Clontibret deposit and increasing the existing JORC resource figure.

Environmental, Social and Governance issues

Great emphasis is placed by the Company on Environmental, Social and Governance issues. 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.

It is a requirement of the Chairman of the Board to regularly monitor and review the Company's ethical standards and cultural environment and where necessary, take appropriate action to ensure proper standards are maintained.

Covid-19

Covid-19 measures continued to be taken by the Company during the year in accordance with government guidelines to protect the health, safety and well-being of its employees, contractors and partners.

Financials

The loss after taxation from continuing operations for the financial year ended 31 May 2022 was €256,484 (31 May 2021: profit of €211,010).

As at 31 May 2022, the Group had cash reserves of €1,216,097 (31 May 2021: €1,513,286) and net assets of €19,730,738 (31 May 2021: €19,987,222).

I would like to express my deep appreciation for the support and dedication of the Directors, staff and consultants which has made possible the excellent progress and success which the Company has achieved during the year, in particular to those that helped with the successful conclusion of the joint venture with Demir Export.

Professor Richard Conroy

Chairman

29 November 2022

 

Extract from the Independent Auditor's Report

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.

·    obtaining an understanding of the group and parent 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 parent company from the directors and former directors evidencing that they will not seek repayment of amounts owed to them by the group and parent company within 12 months of the date of approval of the financial statements, unless the group and/or parent company has sufficient funds to repay;

·    assessing the mechanical accuracy of the cash flow forecast model; and

·    assessing the adequacy of the disclosures made in the financial statements.

Consolidated Income Statement for the financial year ended 31 May 2022


2022

2021


 



Continuing operations

 



 


Operating expenses

(832,340)

(752,619)

Movement in fair value of warrants

585,954

1,055,490

Share-based payment expense

-

(71,596)


 


Operating (loss)/profit

(246,386)

231,275


 


Finance income - interest

41

13

Interest expense

(10,139)

(20,278)


 


Net finance cost

(10,098)

(20,265)

 

 


 

 


(Loss)/profit before taxation

(256,484)

211,010

 

 


Income tax expense

-

-

 

 


(Loss)/profit for the financial year

(256,484)

211,010

 

 


(Loss)/earnings per share

 


Basic (loss)/earnings per share

(0.0065)

0.0065

 

The total (loss)/profit for the financial year is entirely attributable to equity holders of the Company.

Consolidated statement of comprehensive income for the financial year ended 31 May 2022


 



2022

2021


 



(Loss)/profit for the financial year

(256,484)

211,010

 

 


Income recognised in other comprehensive income

-

-


 


Total comprehensive (loss)/profit for the financial year

(256,484)

211,010

The total comprehensive profit/(loss) for the financial year is entirely attributable to equity holders of the Company.

Consolidated statement of financial position as at 31 May 2022


31 May

2022

31 May

2021

 


Assets

 


  Non-current assets

 


   Intangible assets

23,888,833

22,988,974

   Property, plant and equipment

7,589

9,474

  Total non-current assets

23,896,422

22,998,448

 

 


  Current assets

 


   Cash and cash equivalents

1,216,097

1,513,286

   Other receivables

429,329

458,769

  Total current assets

1,645,426

1,972,055

 

 


Total assets

25,541,848

24,970,503

 

 


Equity

 


  Capital and reserves

 


   Share capital presented as equity

10,543,694

10,543,694

   Share premium

15,256,556

15,256,556

   Capital conversion reserve fund

30,617

30,617

   Share-based payments reserve

42,664

42,664

   Other reserve

79,929

79,929

   Retained deficit

(6,222,722)

(5,966,238)

Total equity

19,730,738

19,987,222

 

 


Non-controlling interests

 


   Convertible shares

1,406,899

-

Total non-controlling interests

1,406,899

-

 

 


Liabilities

 


  Non-current liabilities

 


   Convertible loans

388,219

378,080

   Warrant liabilities

257,050

843,004

  Total non-current liabilities

645,269

1,221,084

 

 


  Current liabilities

 


   Trade and other payables

3,621,943

3,625,198

   Related party loans

136,999

136,999

  Total current liabilities

3,758,942

3,762,197

 

 


Total liabilities

4,404,211

4,983,281

 

 


Total equity, non-controlling interests and liabilities

25,541,848

24,970,503

 

The financial statements were approved by the Board of Directors on 29 November 2022 and authorised for issue on 29 November 2022.

Consolidated statement of changes in equity for the financial year ended 31 May 2022

 

Share capital

Share premium

Capital conversion reserve fund

Share-based payment reserve

Other

reserve

Retained

deficit

Total equity

 

 

Balance at 1 June 2021

10,543,694

15,256,556

30,617

42,664

79,929

(5,966,238)

19,987,222

Loss for the financial year

-

-

-

-

-

(256,484)

(256,484)

Balance at 31 May 2022

10,543,694

15,256,556

30,617

42,664

79,929

(6,222,722)

19,730,738

 

 

 

 

 

 

 

 


Share capital

Share premium

Capital conversion reserve fund

Share-based payment reserve

Other

reserve

Retained

deficit

Total

equity


 

Balance at 1 June 2020

10,530,645

13,084,647

30,617

574,875

8,333

(6,583,802)

17,645,315

Share issue (see Note 15)

13,049

4,070,403

-

-

-

-

4,083,452

Share issue costs

-

-

-

-

-

(125,657)

(125,657)

Warrant issue

-

(1,898,494)

-

-

-

-

(1,898,494)

Warrant exercise

-

-

-

-

71,596

-

71,596

Transfer from share-based payment reserve to retained deficit

-

-

-

(532,211)

-

532,211

-

Profit for the financial year

-

-

-

-

-

211,010

211,010

Balance at 31 May

2021

10,543,694

15,256,556

30,617

42,664

79,929

(5,966,238)

19,987,222

 

Consolidated statement of cash flows for the financial year ended 31 May 2022


2022

2021


Cash flows from operating activities

 


(Loss)/profit for the financial year

(256,484)

211,010

Adjustments for non-cash items:

 


Movement in fair value of warrants

(585,954)

(1,055,490)

Interest expense

10,139

20,278

Depreciation

1,885

1,885

Share-based payment

-

71,596


(830,414)

(750,721)


 


Payments from/(payment to) Karelian Diamond Resources P.L.C.

70,000

(228,402)

Increase in receivables

(40,560)

(368,821)

Decrease in payables

(3,255)

(32,105)

Net cash used in operating activities

(804,229)

(1,380,049)

 

 


Cash flows from investing activities

 


Expenditure on intangible assets

(899,859)

(658,230)

Purchase of property, plant and equipment

-

(667)

Net Cash used in investing activities

(899,859)

(658,897)

 

 


Cash flows from financing activities

 


Convertible shares

1,406,899

-

Share issue costs

-

(125,657)

Issue of share capital

-

3,643,044

Payments to related parties

-

(82,425)

Net cash (used in)/provided by financing activities

1,406,899

3,434,962

 

 


(Decrease)/ increase in cash and cash equivalents

(297,189)

1,396,016

Cash and cash equivalents at beginning of financial year

1,513,286

117,270

Cash and cash equivalents at end of financial year

1,216,097

1,513,286

1.    Accounting policies


·    Amendments to IFRS 4, IFRS 7, IFRS 9, IFRS 16, and IAS 39 regarding replacement issues in the context of the IBOR reform - Phase 2 - Effective date 1 January 2021;

·    Amendments to IFRS 4 Insurance Contracts- deferral of IFRS 9 - Effective 1 January 2021;

·    IFRS 4 amendments regarding the expiry date of the deferral approach - Effective date 1 January 2023;

·    IAS 8 amendments regarding the definition of accounting estimates - Effective date 1 January 2023;

·    IAS 1 amendments regarding the disclosure of accounting policies  - Effective date 1 January 2023;

·    IFRS 17 Insurance contracts - Effective date deferred to 1 January 2023;

·    Amendment to IFRS 16 about providing lessees with an extension of one year to exemption from assessing whether a COVID-19-related rent concession is a lease modification - Effective date 1 April 2021;

·    IFRS 3 amendments updating a reference to the Conceptual Framework - Effective date 1 January 2022;

·    IAS 16 amendments prohibiting a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use - Effective date 1 January 2022; and

·    IAS 37 amendments regarding the costs to include when assessing whether a contract is onerous - Effective date 1 January 2022.

·    IFRS 1 amendments resulting from Annual Improvements to IFRS Standards 2018-2020 (subsidiary as a first-time adopter) - Effective date 1 January 2022; and

·    IFRS 9 amendments resulting from Annual Improvements to IFRS Standards 2018-2020 (fees in the ''10 per cent'' test for derecognition of financial liabilities) - Effective date 1 January 2022;

·    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 IAS 12 Income taxes: Deferred tax related to assets and liabilities arising from a single      transaction - Effective date 1 January 2023;

·    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 consolidated financial statements include the financial statements of Conroy Gold and Natural Resources P.L.C. 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 financial statements of subsidiaries are included in the 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 consolidated financial statements. The Company recognises investment in subsidiaries at cost less impairment.

2.    (Loss) / earnings per share


2022

2021


(Loss)/earnings for the financial year attributable to equity holders of the Company

(256,484)

211,010

 

Basic earnings per share

 



No. of shares

No. of shares


 


Number of ordinary shares at start of financial year

39,262,880

26,213,872

Number of ordinary shares issued during the financial year

-

13,049,008

Number of ordinary shares at end of financial year

39,262,880

39,262,880

 

 


Weighted average number of ordinary shares for the purposes of basic earnings per share

39,262,880

32,257,188

 

 


(Loss)/earnings per ordinary share

(0.0065)

0.0065

 

Diluted earnings/(loss) per share

The effect of share options and warrants is anti-dilutive.

 

3.    Intangible Assets

Exploration and evaluation assets



Group: Cost

31 May 2022

31 May 2021


At 1 June

22,988,974

22,330,743

Expenditure during the financial year

 


·      License and appraisal costs

30,986

299,113

·      Other operating expenses

868,873

359,118

At 31 May

23,888,833

22,988,974

 

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 over 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 Irish licenses in relation to Clontibret, Long-ford Down and Armagh were transferred to the three new subsidiaries during the year. See Note 7. All prior costs capitalised in line with IFRS 6 as above, in relation to these three licenses, were transferred to the subsidiaries where the licenses are now held. Costs incurred in the current year in relation to the three licenses were also transferred to the subsidiaries.

 

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. Please refer to Note 16 of the consolidated financial statements for details of further work commitments

Mineral interests are categorised as follows:

 

Group: Ireland

Cost

31 May

2022

31 May

2021

At 1 June

20,506,725

19,920,213

Expenditure during the financial year

 


·      License and appraisal costs

28,752

281,261

·      Other operating expenses

550,984

305,251

At 31 May

21,086,461

20,506,725

 

 


Group: Finland

Cost

31 May

2022

31 May

2021

At 1 June

2,482,249

2,410,530

Expenditure during the financial year

 


·      License and appraisal costs

2,234

17,851

·      Other operating expenses

317,889

53,868

At 31 May

2,802,372

2,482,249

 

4.    Cash and Cash equivalents

 

Group

31 May

2022

31 May

2021


 

 


Cash held in bank accounts

1,216,097

1,513,286


1,216,097

1,513,286

 

5.    Current liabilities

Trade and other payables

 


Group

31 May

2022

31 May

2021

 

Other creditors and accruals

552,795

506,050

Amounts falling due within one year:

 


 Accrued Directors' remuneration

 


     Fees and other emoluments

2,368,045

2,368,045

     Pension contributions

164,675

164,675

 Accrued former Directors' remuneration

 


       Fees and other emoluments

507,345

507,345

       Pension contributions

29,083

79,083


3,621,943

3,625,198

 

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 Professor Richard Conroy, Maureen T.A. Jones, Professor Garth Earls, Brendan McMorrow, Howard Bird and former Directors, namely James P. Jones, Séamus P. Fitzpatrick, C. David Wathen, Dr. Sorċa Conroy and Michael E. Power, have confirmed that they will not seek repayment of amounts owed to them by the Group and the Company of €3,069,148 (31 May 2021: €3,119,148) for a minimum period of 12 months from the date of approval of the consolidated financial statements, unless the Group has sufficient funds to repay.

Related party loans - Group and Company

Related party loans

31 May

2022

31 May

2021


Opening balance 1 June

136,999

659,832

Loan conversion to equity

-

(440,408)

Loan repayments

-

(82,425)

Closing balance 31 May

136,999

136,999

 

The related party loans amounts relate to monies owed to Professor Richard Conroy amounting to €101,999 (31 May 2021: €101,999), Maureen T.A. Jones amounting to €Nil (31 May 2021: €Nil), Séamus P. Fitzpatrick (former Director) amounting to €35,000 (31 May 2021: €35,000) and Dr. Sorċa Conroy (former Director) amounting to €Nil (31 May 2021: €Nil). During the prior year, as part of the share issuance on 16 March 2021, the following amounts were converted to equity from the respective Directors' loans in exchange for a total of 1,147,726 shares in the Company; €225,000 was converted on the loan of Dr. Sorċa Conroy, €180,919 was converted on the loan of Professor Richard Conroy and €34,489 was converted on the loan of Séamus P. Fitzpatrick. The Directors and former Directors have confirmed that they will not seek repayment of the remaining loan balances owed to them by the Group and Company at 31 May 2022 within 12 months of the date of approval of the consolidated financial statements, unless the Group has sufficient funds to repay. There is no interest payable in respect of these loans, no security has been attached to these loans and there is no repayment or maturity terms. Séamus P. Fitzpatrick is a former director in the Company having left the board in August 2017 (and is a shareholder of the Company owning less than 3% of the issued share capital of the Company).

6.    Non-current liabilities

 

Warrant liabilities

During the year ended 31 May 2022, no new warrants were issued. During the prior year, 11,005,065 warrants were issued with a sterling exercise price and a range of expiry times from six to twenty-four months. The fair value at grant date amounted to €1,921,971 and was recorded as warrant liabilities with a corresponding charge to share premium for those warrants issued as part of the share issuance. At 31 May 2022, the warrants in issue were again fair valued resulting in a movement in fair value of €585,954 being recorded in the income statement and as a reduction in warrant liabilities. See note 18 to the consolidated financial statements for further details.

 

Convertible loan

During the year ended 31 May 2020, the Company raised €350,000 through the issue of two unsecured convertible loan notes ("Convertible Loan Notes") to Hard Metal Machine Tools Limited (the "Lender"). Both Convertible Loan Notes have a term of three years and attract interest at a rate of 5% per annum which is payable on the redemption or conversion of the Convertible Loan Notes. The Convertible Loan Notes are unsecured. The first Convertible Loan Note has a monetary amount of €250,000 and was issued on 15 July 2019. This Convertible Loan Note, including the total amount of accrued but unpaid interest, is convertible at the conversion price of £0.07 at any time. The second Convertible Loan Note has a monetary amount of €100,000 and was issued on 30 October 2019. This Convertible Loan Note, including the total amount of accrued but unpaid interest, is convertible at the conversion price of £0.06 at any time. The convertible loans amount to €388,219 (31 May 2021: €378,080) at 31 May 2022.

 

 

 

 


31 May

2022


31 May

2021


 

 



Opening Balance

 

 


378,080


357,802

Interest payable

 

 


10,139


20,278


 

 


388,219


378,080

 

7.    Non-controlling interests

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 down in Phases 2 and 3 of the joint venture.

 

 At 31 May 2022, Demir Export had invested €1,406,899 in the subsidiary companies with convertible shares issued for the first €1,000,000 of this investment and the balance to be issued post year end in line with the agreement. This amount is recorded as a non-controlling interest at the year 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.

 

 

 

 

 

31 May

2022

 

31 May

2021


 

 

 

 

Conroy Gold Clontibret Limited

 

 

 

1,206,899

 

-

Conroy Gold Longford Down Limited

 

 

 

100,000

 

-

Conroy Gold Armagh Limited

 

 

 

100,000

 

-


 

 

 

1,406,899

 

-

 

 

8.    Commitments and contingencies

 

 

 

9.    Related party transactions

 

a)    Details as to shareholders and Directors' loans and share capital transactions with Professor Richard Conroy, Maureen T.A. Jones, Séamus P. Fitzpatrick (former Director) and Dr. Sorċa Conroy (former Director) are outlined in in Note 12 of the consolidated financial statements. The loans do not incur interest, are not secured and will not be called upon within twelve months from the date of signing of these consolidated financial statements.

 

b)    For the financial year ended 31 May 2022, the Company incurred costs totalling €99,873 (31 May 2021: €54,872) on behalf of Karelian Diamond Resources P.L.C., which has certain common shareholders and Directors. These costs were recharged to Karelian Diamond Resources P.L.C. This intercompany account does not incur interest and no final settlement of the balance has been agreed. Both entities will continue to incur and share costs as with prior years.

 

These costs are analysed as follows:                                                      


 


 2022


2021


 




 


 



 Office salaries

 


72,469


49,048

 Rent and rates

 


15,850


-

 Other operating expenses

 


11,554


5,824


 


99,873


54,872

c)    At 31 May 2022, the Company recorded a receivable of €199,806 from Karelian Diamond Resources P.L.C. (31 May 2021: €169,933). Amounts from Karelian Diamond Resources P.L.C. are included within "Trade and other receivables" in the current and prior financial year statements. During the financial year ended 31 May 2022, €70,000 was paid by (31 May 2021: €173,530 paid to) Karelian Diamond Resources P.L.C. to the Company. During the financial year ended the Company charged Karelian Diamond Resources P.L.C. €99,873 (31 May 2021: €54,872) in respect of the allocation of certain costs as detailed in (b) above. The Group and the Company will not seek repayment of amounts owed to it by Karelian Diamond Resources P.L.C. within 12 months of the date of approval of the consolidated financial statements. No interest is incurred on this intercompany account and there are no other terms or conditions attached.

 

d)    At 31 May 2022, Conroy Gold Limited owed €519,133 (31 May 2021: €519,133) to the Company.

 

e)    At 31 May 2022, the Company was owed €13,933 (31 May 2021: €22,903) by Trans-International Oil Exploration Limited. Professor Richard Conroy and Maureen T.A. Jones are Directors of Trans-International Oil Exploration Limited. Professor Richard Conroy holds 50.7% of the share capital of this company. A further €35,885 (31 May 2021: €28,961) is owed by Conroy P.L.C., a company in which Professor Richard Conroy has a controlling interest. Amounts totalling €3,076 (31 May 2021: €5,290) were owed by companies in which Professor Richard Conroy and Maureen T.A. Jones hold a 50% interest each. The amounts owed by the various companies are included within "Other receivables" in the current and previous financial year's consolidated statement of financial position and company's statement of financial position.

 

f)     At 31 May 2022, the Company was owed €107,596 (31 May 2021:€Nil) by Conroy Gold Clontibret Limited, €101,412 (31 May 2021:€Nil) by Conroy Gold Longford-Down Limited and €44,620 (31 May 2021:€Nil) by Conroy Gold Armagh Limited. These balances relate to administration expenses that are recharged to the subsidiaries from the Company as per the agreements with the companies.

 

g)    Details of key management compensation which comprises Directors' remuneration is as set out in detail in   Note 2 of the consolidated financial statements.

 

h)    Professor Garth Earls invoiced the Group for €9,785 (31 May 2021: €24,068) during the financial year for professional services rendered to the Group. At 31 May 2022, Professor Garth Earls was owed €33,331 (31 May 2021: €33,331) in respect of these services. Brendan McMorrow invoiced the Group for €14,725 (31 May 2021: €24,500) during the financial year for professional services rendered to the Group. At 31 May 2022, Brendan McMorrow was owed €26,189 (31 May 2021: €26,189) in respect of these services.

 

i)     The Company raised €350,000 through the issue of two unsecured Convertible Loan Notes to Hard Metal Machine Tools Limited (the "Lender") during the year ended 31 May 2020. The Lender is a company 99% owned by an existing shareholder of the Company. Refer to Note 13 to the consolidated financial statements for details of the interest charged and the conditions attached to the loans.

 

10.  Post balance sheet events

There were no further material events after the reporting year requiring adjustment to or disclosure in these audited consolidated and company's financial statements.

11.  Approval of the audited consolidated financial statements for the financial year ended 31 May 2022

 

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