The Directors recognise that the Group's net current liabilities of €2,113,516 (31 May 2021: €1,790,142) is a material uncertainty that may cast significant doubt on the Group and the Company's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. In reviewing the proposed work programme for exploration and evaluation of assets, the results obtained from the exploration programme, the prospects for raising additional funds as required and the completed Joint Venture Agreement, the Board of Directors are satisfied that it is appropriate to prepare the financial statements on a going concern basis. The consolidated and the Company's financial statements do not include any adjustments to the carrying value and classification of assets and liabilities that would arise if the Group and the Company were unable to continue as going concern.

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU") and the requirements of the Companies Act 2014. The Company's financial statements have been prepared in accordance with Financial Reporting Standard 101: Reduced Disclosure Framework ("FRS101") and the requirements of the Companies Act 2014.

Recent accounting pronouncements

(a)  New and amended standards adopted by the Group and the Company

The Group and the Company have adopted the following amendments to standards for the first time for its annual reporting year commencing 1 June 2021:

·    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;

The adoption of the above amendments to standards had no significant impact on the financial statements of the Group and the Company either due to being not applicable or immaterial.

(b)  New standards and interpretations not yet adopted by the Group and the Company

Certain new accounting standards and interpretations have been published that are not mandatory for 31 May 2022 reporting periods and have not been early adopted by the Group and the Company.

The following amendments to standards adopted and endorsed by the EU have been issued by the International Accounting Standards Board to date and are not yet effective for the financial year from 1 June 2021. The Board of Directors is currently assessing whether these standards once adopted by the Group and the Company will have any impact on the financial statements of the Group and the Company.

·    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;

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 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

Diluted earnings/(loss) per share

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

3.    Intangible Assets

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:

4.    Cash and Cash equivalents

5.    Current liabilities

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

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.

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.

8.    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 Cavan. It has also received licences in Northern Ireland for areas in Armagh in accordance with the Mineral Development Act (Northern Ireland) 1969.

At 31 May 2022, the Group had work commitments of €328,055 (31 May 2021: €520,000) for year to May 2023, in respect of these prospecting licences held. These commitments will be funded by Demir Export A.S., the JV partner on Longford Down Massif as per the agreed terms of the JV agreement.

The Group also hold prospecting license in Finland which are currently under application for extending, however there are no work or financial commitments in respect of these licenses as at 31 May 2022 (31 May 2021: €Nil)

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:                                                      

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

Post year end, the Company announced that it has received notice of conversion from the Lender in relation to the convertible loan notes which were issued as on 15 July 2019 and 30 October 2019. The loan and all accrued interest will be converted into new ordinary shares in the Company. The Company has made the application to the London Stock Exchange for the new ordinary shares to be admitted to trading on AIM. Upon admission to the AIM, Mr. Philip Hannigan will have a beneficial interest in ordinary shares in the Company representing 19.19% of the issued share capital of the Company.

The Company announced the results from the four drill holes in the 3,000 metre eight-hole step-out drilling programme on its Clontibret Gold deposit in Ireland that was carried out in conjunction with the Company's joint venture partner, Demir Export A.S.

The Company announced the issue of new ordinary shares to its former non-executive director, Charles David Wathen, in lieu of his outstanding fees. The Company made the application to the London Stock Exchange for the new ordinary shares issued to be admitted to trading on AIM and these shares were admitted to trading on AIM on 23 August 2022. As a result of these issues of ordinary shares post year-end, the total number of ordinary shares in issue at the date of signing of these financial statements is 44,756,101.

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

These audited consolidated financial statements were approved by the Board of Directors on 29 November 2022. A copy of the audited consolidated financial statements will be available on the Company's website www.conroygoldandnaturalresources.com and will be available from the Company's registered office at 3300 Lake Drive, Citywest Business Campus, Dublin 24, D24 TD21, Ireland.