Conroy Gold & Natural Resources Plc - Final Results for the Year to 31 May 2026

6 November 2026

 

 

 

Conroy Gold and Natural Resources plc

(“Conroy Gold” or “the Company”)

 

 

FINAL RESULTS FOR THE YEAR TO 31 MAY 2026

 

Conroy Gold and Natural Resources plc (AIM: CGNR), the gold and base metals exploration and development company, is pleased to report its final results for the year to 31 May 2026.

 

Highlights:

• During the financial year, the Company drilled four drill holes covering 1,409 metres at Clontibret.  The purpose of this work was to build on the foundation of the re-logging programme on historical drill cores.  
• The first “deep” drill hole at Clontibret, intersected a gold zone at c.410m (4m at 0.5g/t), the deepest mineralisation seen in the deposit to date. In the current financial year, the Company drilled a second deep hole targeting the stockwork zone that successfully identified gold mineralisation on both sides of the stockwork at c.585m vertical depth.  
• A step-out drillhole has increased confidence in continuity of the mineralised system between the deposit and the Corcaskea target to the north.
• Two drill holes each yielded a buddingtonite alteration zone, the first such observations at Clontibret.  Buddingtonite is associated with hydrothermal gold systems.
• Aside from the drilling, activity during the period included targeted work to maintain the exploration licences over the 967km2 licensed area, preparations for a drill programme at Clay Lake in Northern Ireland, and to further enrich the learnings flowing from the re-logging programme.
• During the year the Company significantly restructured its debt and raised additional funds.  The Company reached agreements with current and past directors to convert material financial liabilities into success-based instruments and in October 2025 brought in needed working capital and support for a new initial drilling programme. Additional funds were also raised both during and post period.
• The Company also started work on a prospective TSXV listing.  A dual-listing would meaningfully expand the pool of natural-resource interested investors.

 

Chairman, John Sherman, commented:

 

“The recent drill results, and other work, have confirmed the Board’s confidence in the “Discs of Gold” project and the interest shown from overseas investors is very heartening. With additional funding we will be able to advance the project more rapidly and the proposed TSXV listing will assist in this.”

 

Annual Report and Accounts for the year to 31 May 2026

The full audited annual report and financial statements for the year to 31 May 2026 (the “Annual Report”) is being posted to shareholders and will also be published on the Company's website (www.conroygold.com) shortly. Key elements can also be viewed at the bottom of this announcement.

About the “Discs of Gold” Project

Conroy Gold’s “Discs of Gold” project in Ireland is defined by two parallel district scale gold trends, extending over c.90km, which are 100 per cent. held under license by the Company and anchored by the Clontibret gold deposit. The Clontibret target area contains a currently defined 517Koz gold resource @ 2.0 g/t Au (320Koz Au Indicated and 197Koz Au Inferred (2017)) which remains open in multiple directions. The Company has identified a further seven gold targets in its license area with the Clay Lake and Creenkill gold targets being of particular interest. Gold occurs in multiple styles in the Company’s license area, including free gold, refractory gold in arsenopyrite and gold associated with pyrite and antimony (stibnite), suggesting multiple hydrothermal events seeded the deposit.  There are clear geological analogies between the “Discs of Gold” targets and large gold deposits in Southeastern Australia and Atlantic Canada.

 

For further information please contact:

 

 Visit the website at: www.conroygold.com

 

Key information extracted from the Annual Report

 

Chairman’s Statement

Dear Shareholder,

I am writing to provide a summary of your Company’s activity over the 18 months from the beginning of the May 2026 financial year.  Multiple fundraisings during the period have provided capital for the Company to advance its “Discs of Gold” project, with an emphasis on the 7.5km section of the Orlock Bridge Fault that runs between Clontibret and Clay Lake.  This area of the fault shows clear evidence of a major hydrothermal gold system consistent with the potential for hosting a world-class mine.  The drill work during the period represents the initial phase of a campaign to develop out our Company’s understanding of the structural controls to mineralisation in the system and continuously improve the productivity of its exploration capital, with our ultimate ambition to open a world-class mine.  

 

Your Company’s Board recognises the importance of balancing project pace and shareholder dilution from financings as we work towards our ambition.  It believes that the planned TSXV listing, a pathway to reach a broader set of resource-focused investors, will be a tool to achieve that balance.  Furthermore, the Company continues to work on prospective strategic and financial partnerships that can accelerate the “Discs” project and maximise the probability of its ultimate success, while protecting your financial interests as shareholders.

 

Review of major corporate developments since June 2025

May 2026 Financial Year

The May 2026 financial year represented a period of significant change for your Company, positioning it to accelerate work on its “Discs” project.  The Company reached agreements with current and past directors to convert material financial liabilities into success-based instruments.  Funding actions in October 2025 brought in needed working capital and support for an initial drilling programme.  Less prominently, but also of importance, the Company invested in its “plumbing:” renewing its IT setup, updating its pack of software tools, and optimising its office footprint to better support the operational needs.  And local stakeholder relations – a priority for your Company since its inception – remain sound.

The Company concluded an agreement with certain current and former directors to restructure monies for past service owed to them into success-based instruments in August 2025.  The parties agreed to convert liabilities in excess of €3.3M into a capped net smelter royalty paid from future commercial production, with an additional consideration agreed in the form of deeply-out of the money options.   Shareholders confirmed their support for the agreement at the annual general meeting for financial year 2025, held in December 2025.

 

Reaching agreement to restructure the remuneration liabilities helped facilitate the Company raising £1,728,700 (at 10p/share) in October 2025 in a private placement primarily supported by experienced, long-term oriented mining investors from North America, and additionally by existing shareholders.  A further £433,035 of funding flowed into the Company from the exercise of 9.5p/share 12-month warrants issued in the October 2024 fundraising.  The capital raised has strengthened the Company’s working capital position, allowing it to invest to improve its operational capability, start a purposeful drilling campaign to advance the “Discs” project, and undertake the initial preparatory steps to list the shares on the TSXV exchange.

 

During the financial year, the Company drilled four drill holes covering 1,409 metres at Clontibret.  The purpose of this work was to build on the foundation of the re-logging programme on historical core to advance your Company’s geological understanding of the structural controls in the deposit relating to gold and antimony mineralisation.  Three findings reported during the financial year merit particular comment:

 

1)       CGC-25-001, the first “deep” drill hole at Clontibret, intersected a gold zone at c.410m (4m at 0.5g/t), the deepest mineralisation seen in the deposit to date.  Unfortunately, technical difficulties meant the Company abandoned the hole while the drill bit was still in that mineralised zone, well short of the targeted stockwork zone (at c.500m).  In the current financial year, the Company drilled a second deep hole (CGC-25-007) solely targeting the stockwork zone that successfully identified gold mineralisation on both sides of the stockwork at c.585m vertical depth.  

 

2)       CGC-25-005, was a step-out drillhole that has increased confidence in continuity of the mineralised system between the deposit (the base for the 517K oz JORC 2011 resource) and the Corcaskea target to the north, where previous trenching returned gold mineralisation of 16.5m at 6.5g/t Au.  The drill hole was a step out on the eastern gold lodes of the deposit and provides additional support for the Company’s interpretation of persistent gold-bearing lodes extending northwards.
 

3)       Drill holes CGC-25-002 and CGC-25-003 each yielded a buddingtonite alteration zone, the first such observations at Clontibret.  Buddingtonite is associated with hydrothermal gold systems and, like arsenic halos, is a possible vector for finding gold mineralisation at depth.  Gold mineralisation occurred in multiple zones in the two drill holes including 1 metre of 16.7g/t Au and 3.5 metres of 4.8g/t Au.

 

These findings add further support to the geological framework for analogies between Clontibret and the high-grade Fosterville Gold Mine in Australia, and the potential for significant gold mineralisation at depth.  The new information from this completed work is informing target selection for the next phase of drilling at Clontibret, a plan that is currently in development.

Beyond the drilling, geology activity during the period included targeted work to maintain your Company’s exploration licences over its 967km2 licensed area, to secure the needed clearances (i.e. from landowners, the local authority…) for a drill programme at Clay Lake in Northern Ireland, and to further enrich the learnings flowing from the re-logging programme.

As announced in January, your Company started work on a TSXV listing.  A dual-listing will meaningfully expand the pool of natural-resource interested investors for the “Discs” project, in-line with the considerable support from North America for the Company’s recent financings.  In the background, the Company continues to work on strategic and financial partnerships that would bring further exploration expertise and financial capital to accelerate progress on the “Discs” project.

 

Current (May 2027) Financial Year

I am happy to report that the building momentum on the “Discs” project continues in the current financial year.  To date the Company has completed three drill holes:

1)       At Clontibret, laboratory assays confirmed the presence of gold mineralisation in CGC-25-007, drilled to a vertical depth of c.585m through the stockwork zone.  The gold mineralisation occurred on both sides of the stockwork zone, emphasising the deposit’s openness at depth and potential to expand into new areas beyond the constraint of the stockwork. 

2)       The Company drilled two holes (CGA-26-001 and CGA-26-002) covering 969 metres at Clay Lake, which sits 7.5km away at the northern end of the interpreted continuous geological fault running between Clontibret and Clay Lake.  Multiple sections of mineralisation were recovered, with laboratory results awaited to confirm the preliminary findings.  The drilling is a further c.200m step out to the southwest from where the Company intersected 40.5 metres of 1.2g/t Au.

 

The geological team is currently using the information from the drill holes in the first phase of the work programme of “Discs” project, to refine the drill targets and their priority in the second phase.   The Company will announce the new drilling programme once the plan is finalised.

The Company completed a £1,313,000 financing in August 2026 (at 8p/share), which is intended to fund the next phase of drilling at Clontibret and Clay Lake, professional costs related to the TSXV listing project, and the Company’s general working capital requirements.  A healthy, well-distributed mix of new and existing shareholders supported this funding.

 

And finally, your Company is working towards re-introducing equity compensation as an element in its remuneration practices covering staff, the executive, and non-executive directors.  Equity compensation is a basic need for recruitment in the junior mining sector where the opportunity to participate in a project’s financial success motivates good people to join and grow small companies.  Building out a foundation of good people is essential if your Company is to successfully deliver on the large opportunity that is its 100% owned and controlled “Discs of Gold” project.  Although not required by Irish Company law, the Board will ask shareholders at the upcoming AGM to give the Company a separate and clear authority to introduce the equity reward scheme (whose details will be in the AGM notice). 

 

Environmental, Social and Governance Matters

Environmental, Social and Governance (ESG) matters are of crucial importance to the Company at all stages of its development, particularly as it moves towards mining development.  The Company is committed to high standards of corporate governance and integrity in all its activities and operations including rigorous health and safety compliance, environmental consciousness, and the promotion of a culture of good ethical values and behaviour.  During the period the Company completed 1,409 metres of drilling with no lost-time incidents, reinstated all drill sites to landowners’ satisfaction, and engaged directly with landowners and the local authority ahead of drilling at Clay Lake.

 

The Company conducts its business with integrity, honesty, and fairness.  It requires 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.  As Chairman of the Board, I am required to regularly monitor and review the Company’s ethical standards and cultural environment and, where necessary, take appropriate action to ensure that proper standards are maintained.

 

Financials for May 2026 Financial Year

The loss after taxation from continuing operations for the financial year ended 31 May 2026 was €388,977 (year ended 31 May 2025: €633,394).  As at 31 May 2026, the Group had cash reserves of €210,387 (year ended 31 May 2025: €77,285) and net assets of €22,010,039 (year ended 31 May 2025: €20,526,199).

 

Directors and Staff

I would like to express my deepest appreciation for the support and dedication of the Directors, staff and consultants which has made possible the continued development of the Company during the past year.

 

 

John Sherman

Chairman

 

 

6 November 2026

 

Extracts from the Directors’ Report

Corporate governance

The Board has chosen to continue to apply the QCA Corporate Governance Code (2023) (the "QCA Code") as the framework for its governance arrangements. Following the revisions to the AIM Rules for Companies effective 5 August 2026, AIM companies are no longer required to adopt, or to comply or explain against, a recognised corporate governance code. The Board nevertheless considers that the QCA Code, which is designed for smaller quoted companies, remains an appropriate benchmark for a company of the Group's size and stage of development.

 

The Company agrees that good governance contributes to sustainable success and recognises the importance of building trust through strong relationships with key stakeholders. The Company understands the importance of a corporate culture that is aligned with the Company's purpose and business strategy, and which promotes integrity and includes diversity. The Company conducts its business with integrity, honesty and fairness and requires its partners, contractors and suppliers to meet similar ethical standards. The Board is satisfied that its corporate culture, and the culture of its employees, aligns with the Company's objectives, strategy and business model. It is an objective of the Company that all individuals are aware of their responsibilities in applying and maintaining these standards in all their actions. The Board ensures that support is available in the form of staff training and updates to its employee handbook, so that staff members understand what is expected of them.

 

Details of the Company's governance arrangements are set out under “Corporate Governance” on the Company’s website: www.conroygoldandnaturalresources.com/corporate-governance. These cover board composition, directors' roles and responsibilities, remuneration and performance, the risk and controls framework, and the Company's approach to investor relations, as required by AIM Rule 26, together with how the Company applies the principles of the QCA Code.

 

The Board applies the QCA Code proportionately, having regard to the Company's size, stage of development and resources. In particular, given the size of the Board and the Company's limited number of employees, the Company does not publish a separate directors' remuneration report or put remuneration to an advisory shareholder vote. The remuneration of each director for the financial year is disclosed in Note 2 to the financial statements, in accordance with AIM Rule 19. The structure of executive and non-executive director remuneration, and how it is aligned with individual and Company performance, is described in the “Corporate Governance” section of the Company’s website, in accordance with AIM Rule 26.

 

 

Extract from the Independent Auditor’s Report

Material uncertainty related to going concern

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.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

We draw attention to note 1 (“Going Concern” section) of the financial statements, which indicates that the Group has net current liabilities of €1,124,298, none of which has been deferred, as of 31 May 2026 and there is a requirement to raise funds to carry out the Group’s and Company’s plans. As stated in note 1, these events or conditions, along with other matters as set forth in note 1, indicate that a material uncertainty exists that may cast significant doubt on the Group’s and Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Our evaluation of the directors’ assessment of the Group and Company’s ability to continue to adopt the going concern basis of accounting included:

• obtaining an understanding of the Group and 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;
• assessing the mechanical accuracy of the cash flow forecast model; and
• assessing the accuracy and completeness of the relevant disclosures made in the financial statements.

 

Consolidated statement of profit or loss

For the year ended 31 May 2026

 

 

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

 

 

 

Consolidated statement of comprehensive income

For the year ended 31 May 2026

 

Loss for the financial year attributable to:

 

Total comprehensive loss for the financial year attributable to:

 

 

 

 

Consolidated statement of financial position

as at 31 May 2026

 

 

 

 

The financial statements were approved by the Board of Directors on 6 November 2026 and authorised for issue on 6 November 2026.

 

 

 

 

Consolidated statement of changes in equity

for the financial year ended 31 May 2026

 

 

 

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 Extraordinary General Meetings held on 26 February 2015 and 14 December 2015. A detailed breakdown of the share capital figure is included in Note 15. During the year, the Company issued a total of 21,845,258 new Ordinary Shares for cash (31 May 2025: 7,255,482), as described under share premium below.

Share premium

The share premium reserve comprises the excess consideration received in respect of share capital over the nominal value of shares issued net of any direct share issue costs which are deducted from share premium in line with the Company’s accounting policies.   During the year, the Company issued 21,845,258 ordinary shares of €0.001 each for gross proceeds of €2,474,118. On 8 October 2025, 17,287,000 shares were issued by way of a placing at 10p per share (£1,728,700; €1,978,999). On 16 October 2025, a further 4,558,258 shares were issued on the exercise of warrants at 9.5p per share (£433,035; €495,119).   Share issue costs of €611,183 were deducted from share premium. These comprise €604,912 for the fair value of warrants issued as part of the fundraise, which is a non-cash cost, and €6,271 of broking commission and other directly attributable costs. Net cash proceeds from the issue of shares were €2,467,847.

In the prior year, the Company raised €405,928 from the issue of shares, of which €7,256 was nominal value. Share issue costs of €10,880 were deducted from share premium. These included €3,395 for the fair value of warrants issued, giving net cash proceeds of €398,443.

 

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 comprises the fair value of all share options and warrants which have been charged over the vesting period, net of amounts relating to share options and warrants forfeited or lapsed during the year, which are reclassified to retained deficit.

 

Other reserve

The other reserve comprises the equity portion of convertible loans together with the gain on fair valuing the net smelter royalty set out in Note 14 and amounts arising from transactions with shareholders acting in their capacity as owners. Under an agreement dated 28 August 2025, current and former Directors of the Company, each of whom is a shareholder, agreed to restructure amounts owed to them of €3,436,297. Of this, €687,260 (20%) was written off with effect from the date of the agreement. On shareholder approval on 17 December 2025, the remaining €2,749,037 was replaced by a liability repayable from a 2% net smelter royalty and by 8,247,112 share options, which were recognised at fair values of €2,742,357 and €534,629 respectively. The resulting net credit of €159,311 (the €687,260 written off less the €527,949 by which the fair value of the new instruments exceeded the amount they replaced) has been recognised in the capital contribution reserve. No part of the restructuring has been recognised in profit or loss. Further details are given in the related party note.

 

Translation reserve

The translation reserve comprises all foreign exchange differences arising on the translation of the financial statements of foreign operations whose functional currency differs from the Group’s presentation currency, the euro. With effect from 1 June 2025, the functional currency of the Company’s subsidiary Conroy Gold (Armagh) Limited was changed to sterling (Note 1). From that date, the assets and liabilities of that subsidiary are translated into euro at the exchange rate ruling at the reporting date and its income and expenses at average exchange rates for the period, with the resulting exchange differences recognised in other comprehensive income and accumulated in the translation reserve. A translation loss of €149,429 was recognised during the financial year (31 May 2025: €nil). The cumulative amount accumulated in the reserve will be reclassified to profit or loss on disposal of the foreign operation.

 

Retained deficit

This reserve represents the accumulated losses absorbed by the Group to the consolidated statement of financial position date.

 

Consolidated statement of cash flows

for the financial year ended 31 May 2026

 

 

 

 

Extracted notes to the financial statements for the financial year ended 31 May 2026

1         Material accounting policies

Reporting entity

Conroy Gold and Natural Resources P.L.C. (the “Company”) is a company domiciled in Ireland. The financial statements comprise the financial statements of the Company and its subsidiaries (together referred to as the “Group”) and the financial statements of the Company. The Company is a public limited company incorporated in Ireland under registration number 232059. The registered office is located at Shannon Airport House, Shannon Free Zone, Shannon, Co. Clare, V14 E370, Ireland.  The Company is a mineral exploration and development company whose objective is to discover and develop world class ore bodies in order to create value for its shareholders.

 

Basis of preparation

The financial statements are presented in euro (“€”). The euro is the functional currency of the Company. The consolidated financial statements are prepared under the historical cost basis except for derivative financial instruments, where applicable, which are measured at fair value at each reporting date.  The preparation of 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 period in which the estimate is revised and in any future periods affected. Details of critical judgements are disclosed in the accounting policies.

 

Statement of compliance

The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union (“the relevant financial reporting framework”) 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.

 

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.

 

Changes in accounting policy

The Group did not have any changes to its accounting policies from those applied in the consolidated financial statements as at and for the year ended 31 May 2025.

 

Change in functional currency

Until 31 May 2025, the functional currency of the Company’s subsidiary, Conroy Gold (Armagh) Limited (“Armagh”), was the euro, as Armagh was financed by the Group in euro and the majority of its costs were incurred in euro. From 1 June 2025, substantially all of Armagh’s costs have been incurred in sterling, and the directors expect this to continue. The currency that mainly influences an entity’s costs is a primary indicator of functional currency under IAS 21 The Effects of Changes in Foreign Exchange Rates, so the directors concluded that Armagh’s functional currency changed to sterling from that date, notwithstanding the overall group functional currency being euro. The change has been applied prospectively in accordance with IAS 21. Armagh’s assets, liabilities and equity were translated into sterling at the exchange rate on 1 June 2025 (€1 = £0.8672), and translated non-monetary items are treated as their historical cost. Armagh’s transactions before that date were recorded in its then functional currency, so the Group’s comparative amounts are unaffected and have not been restated.

 

Going concern

The Group recorded a loss of €388,977 (31 May 2025: €633,394) and the Company recorded a loss of €387,768 (31 May 2025: €605,968) for the financial year ended 31 May 2026. The Group had net assets of €22,010,039 (31 May 2025: €20,526,199) and the Company had net assets of €21,055,511 (31 May 2025: €19,421,033) at that date. The Group had net current liabilities of €1,124,298 (31 May 2025: €4,027,521), including warrant and share option liabilities of €959,885 which are settled only by the issue of ordinary shares and give rise to no cash outflow. The reduction in the Group’s net current liabilities principally reflects the restructuring of Directors’ and former Directors’ amounts owing during the financial year, of which €3,436,297 was derecognised and reclassified, and €139,263 repaid. The Group had cash and cash equivalents of €210,387 at 31 May 2026 (31 May 2025: €77,285). The Company had cash and cash equivalents of €205,814 at 31 May 2026 (31 May 2025: €75,295).

 

The Board of Directors have considered carefully the financial position of the Group and the Company and in that context, have prepared and reviewed cash flow forecasts for the period until 30 November 2027. The Directors have fully considered both current and future capital expenditure commitments and the options to fund such commitments in the twelve month period to 30 November 2027.  In doing so, the Directors are mindful of the risks faced by the business including in particular general industry risks facing companies in the natural resource sector.  The Board of Directors are experienced at managing the peaks and troughs of investor sentiment in the natural resources industry and will continue to manage the cashflows of the Group and Company including planning/revising work programmes according to available funds. The Group and Company continue to rely on the support of its Directors and also its ability to raise appropriate finance through either asset level investment or fresh issues of share capital to fund its working capital requirements and meet its liabilities as they fall due.  

 

The Directors recognise that the Group’s net current liabilities of €1,124,298 (of which €959,885 relates to share-settled warrant and share option liabilities), none of which has been deferred (31 May 2025: €4,027,521, of which €3,460,200 was deferred), coupled with the requirement to raise funds to carry out the Group’s and Company’s plans,  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 current work programme commitments and proposed work programme for exploration and evaluation assets (which will be dependent on the quantum of funds raised), the funds raised post year end set out in Note 20, the write off of amounts owing to Directors and former Directors during the year, and the prospects for raising additional funds as required, the Board of Directors are satisfied that it is appropriate to prepare the Group and the Company financial statements on a going concern basis. The Group 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.

 

Recent accounting pronouncements

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 2025 which had no significant impact on the financial statements of the Group and the Company:

• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability – Effective date 1 January 2025.

New standards and interpretations not yet adopted by the Group and the Company

Certain new accounting standards and interpretations have been published and endorsed by the EU that are not mandatory for 31 May 2026 reporting periods and have not been early adopted by the Company.  The Board of Directors does not consider that those of the below that will be effective for the year ended 31 May 2027 will have a material effect on the financial statements and they are considering whether or not those that become effective in the following financial year will have any impact on the financial statements.

 

• Amendments to IFRS 9 and IFRS 7 regarding classification and measurement of financial instruments  – Effective date 1 January 2026;
• Annual Improvements to IFRS Accounting Standards – Volume 11 – Effective date 1 January 2026;
• Amendments to IFRS 9 and IFRS 7 regarding contracts referencing nature-dependent electricity  – Effective date 1 January 2026;
• IFRS 18 Presentation and Disclosure in Financial Statements – Effective date 1 January 2027.

 

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 if endorsed by the EU will have any impact on the financial statements of the Company.

 

• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency – Effective date 1 January 2027;
• IFRS 19 Subsidiaries without Public Accountability: Disclosures – Effective date 1 January 2027;
• Amendments to the Fair Value Option in IAS 28 Investments in Associates and Joint Ventures – Effective date 1 January 2027;
• IFRS 20 Regulatory Assets and Regulatory Liabilities – Effective date 1 January 2029.

 

 

(a)     Intangible assets

(i)    Capitalisation

All costs related to acquiring the legal rights to explore will be capitalised in accordance with IFRS 6 criteria. All other costs incurred prior to acquiring the rights to explore are charged directly to the statement of profit or loss. Exploration, appraisal and development expenditure incurred on exploring, and testing exploration prospects are accumulated and capitalised as intangible exploration and evaluation (“E&E”) assets.

 

E&E capitalised costs include geological and geophysical costs, and other direct costs of exploration (drilling, trenching, sampling and technical feasibility and commercial viability activities). In addition, E&E capitalised costs include an allocation from operating expenses.  All such costs are necessary for exploration and evaluation activities. E&E capitalised costs are not amortised prior to the conclusion of appraisal activities.

 

At completion of appraisal activities if technical feasibility is demonstrated and commercial resources are discovered, then the carrying amount of the relevant E&E asset will be reclassified as a development and production asset, once the carrying value of the asset has been assessed for impairment. If following completion of appraisal activities in an area, it is not possible to determine technical feasibility and commercial viability, or if the right to explore expires, then the costs of such unsuccessful exploration and evaluation is written off to the consolidated statement of profit or loss in the period in which the event occurred. 

 

(ii)  Impairment

If facts and circumstances indicate that the carrying value of an E&E asset may exceed its recoverable amount, an impairment review is performed. The following are considered to be key indicators of impairment in relation to E&E assets:

• The period for which the entity has the right to explore in the specific area has expired or will expire in the near future and is not expected to be renewed.
• Substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned.
• Exploration for and evaluation of mineral resources in the specific area has not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area.
• Sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

 

For E&E assets, where the above indicators exist at the balance sheet date on an annual basis, an impairment test is carried out. The E&E assets are categorised into Cash Generating Units (‘’CGU’’) on a country-by-country (where material) basis for the years ended 31 May 2026 and 31 May 2025. The carrying value of the CGU is compared to its recoverable amount and any resulting impairment loss is written off to the consolidated statement of profit or loss. The recoverable amount of the CGU is assessed as the higher of its fair value, less costs to sell, and its value in use.

 

(b)  Financial instruments

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value other than trade and other receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities as appropriate, on initial recognition.  Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

 

Subsequent measurement of financial assets

Financial assets are subsequently measured at amortised cost unless held within a different business model to the ‘hold to collect’ or ‘hold to collect and sell’ in which case they are categorised at fair value through profit or loss (“FVTPL”). Further, irrespective of the business model used, financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at fair value though profit or loss. All derivative instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply.

 

The category also contains an equity instrument. The Group accounts for the investment at fair value through profit or loss and did not make the irrevocable election to account for the investment in Karelian Diamond Resources PLC and listed equity securities at fair value through other comprehensive income. The fair value was determined in line with the requirements of IFRS 13 ‘Fair Value Measurement’. Assets in this category are measured at fair value with gains or losses recognised in profit or loss.

 

Trade and other receivables are measured at their transaction price and subsequently measured at amortised cost. Trade and other payables are measured at initial recognition at fair value, and subsequently measured at amortised cost using the effective interest method.

 

Subsequent measurement of financial liabilities

This method calculates the amortised cost of a financial liability and allocates the interest expense over the relevant period.  The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period to the amortised cost of a financial liability.  The Net Smelter Royalty liability to Demir Export is a financial liability requiring the Group to pay a percentage of net smelter returns from future gold production on its licences, up to a fixed euro cap. It was initially recognised at fair value, being the estimated royalty cash flows from a producing mine discounted at an appropriate rate and is subsequently measured at amortised cost using the effective interest method. The estimated cash flows are reviewed at each reporting date, and any revision is reflected by remeasuring the liability at the original effective interest rate, with the adjustment recognised in profit or loss.  The royalty-linked financial liability arising on the restructuring of amounts owed to current and former Directors (Note 21) is designated at fair value through profit or loss and is remeasured at each reporting date, with changes in fair value recognised in profit or loss, other than any change attributable to the Group’s own credit risk, which would be presented in other comprehensive income.

 

A financial liability is derecognised when it is extinguished. Where an existing liability is exchanged for new instruments, the original liability is derecognised and the new instruments are recognised at fair value. The difference is recognised in profit or loss, unless the creditor is also a shareholder acting in that capacity, in which case it is recognised directly in equity as a contribution from owners. The royalty-linked liability is a financial liability because the Group has a contractual obligation to pay cash that it cannot avoid if commercial production occurs, an event outside the control of both the Group and the holders (IAS 32.25); it is therefore accounted for under IFRS 9 rather than IAS 37. It contains features linked to production and gold prices and is designated in its entirety at FVTPL under IFRS 9.4.3.5. The 3 per cent annual indexation and the passage of time are reflected in the fair value at each reporting date.

 

(c)   Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is provided on a straight-line basis to write off the cost less estimated residual value of the assets over their estimated useful lives as follows:

Motor vehicles  5 years

Plant and office equipment                 10 years

 

(d)  Income taxation expense

Income tax expense comprises current and deferred tax. Income tax expense is recognised in the statement of profit or loss except to the extent that it relates to items recognised directly in other comprehensive income, in which case it is recognised in the statement of comprehensive income. Current tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

 

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

 

(e)     Warrants and share-based payments

The Group classifies instruments issued as financial liabilities or equity instruments in accordance with the substance of the contractual terms of the instruments. When the warrants issued (see Note 13 for details) have an exercise price in sterling, they are derivative in nature and are liability classified. They do not qualify for equity classification as any cash settlement on exercise of these warrants will be received in a foreign currency. Where warrants are issued in the functional currency of the parent company and meet the other necessary conditions, they are recognised as equity instruments. The warrant liabilities are recognised at their fair value on initial recognition and subsequently are measured at fair value through profit or loss. Any costs associated with the issuance of warrants are taken as an immediate charge or credit through the statement of profit or loss. The same classification applies to the share options approved to be granted on 17 December 2025 in the restructuring described in Note 21. Those options were not granted in exchange for goods or services, so they are outside IFRS 2. They are measured at fair value through profit or loss under IFRS 9.  See Note 13 for further details.

 

For equity-settled share-based payment transactions (i.e. the granting of share options and certain share warrants), the Group measures the services and the corresponding increase in equity at fair value at the measurement date (which is the grant date). In both instances a recognised valuation methodology for the pricing of financial instruments is used (Binomial Lattice Model or Black-Scholes Model).  See also policy (k).

 

(f)      Earnings per share

The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effects of all potentially dilutive ordinary shares.

 

(g)     Cash and cash equivalents

Cash and cash equivalents consist of cash at bank held by the Group and short-term bank deposits with a maturity of three months or less. Cash and cash equivalents are held for the purpose of meeting short-term cash commitments.

 

(h) Pension costs

The Group provides for pensions for certain employees through a defined contribution pension scheme. The amounts are charged to the consolidated statement of profit or loss. Any difference between amounts charged and contributions paid to the pension scheme is included in receivables or payables in the consolidated statement of financial position.

 

(i)    Foreign currencies

Transactions denominated in foreign currencies relating to costs and non-monetary assets are translated into euro at the rates of exchange ruling on the dates on which the transactions occurred. Monetary assets and liabilities denominated in foreign currencies are translated into euro at the rate of exchange ruling at the consolidated statement of financial position date. The resulting profits or losses are dealt with in the consolidated statement of profit or loss.

The assets and liabilities of foreign operations whose functional currency is not the euro, being Conroy Gold (Armagh) Limited from 1 June 2025, are translated into euro at the rate of exchange ruling at the consolidated statement of financial position date. The income and expenses of those operations are translated into euro at average exchange rates for the period, where these approximate the rates ruling at the dates of the transactions. The resulting exchange differences are recognised in other comprehensive income and accumulated in the translation reserve within equity. On disposal of a foreign operation, the cumulative exchange differences relating to that operation are reclassified from equity to profit or loss as part of the gain or loss on disposal.

 

(j)    Loans

Directors’ loans are initially measured at fair value, net of transaction costs and subsequently measured at amortised cost using the effective interest method, with interest expense recognised using the effective interest rate method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability.

 

As the convertible loans are made up of both equity and liability components, they are considered to be compound financial instruments. At initial recognition, the carrying amount of a compound financial instrument is allocated to its equity and liability components. When the initial carrying amount is allocated, the equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. The equity component is not subsequently remeasured. The liability is subsequently measured at amortised cost. The Company accounts for the interest expense on the liability component of the convertible loan notes at the effective interest rate. The difference between the effective interest rate and interest rate attached to the convertible loan increases the carrying amount of the liability so that, on maturity, the carrying amount is equal to the capital cash repayment that the Company may be required to pay.

 

(k)  Ordinary shares

Ordinary shares are classified as equity. Costs directly attributable to the issue of ordinary shares are recognised as a deduction from share premium, net of any tax effects. Where warrants are issued for the sole purpose of assisting with an issue of equity or to meet broker transaction costs directly attributable to the issue of equity, the amount initially recognised, that is their fair value, is deducted from share premium.  Subsequently, where the warrants qualify as equity they are recognised in other reserves and the amount recognised is not changed.  If the warrants qualify as a liability the fair value is trued up from one reporting period to the next through profit or loss.

 

(l)    Impairment – financial assets measured at amortised cost

Financial assets measured at amortised cost are reviewed for impairment loss at each reporting date.

 

The Company measures the loss allowance at an amount equal to the lifetime expected credit losses (“ECL”) as required under a simplified approach for receivables that do not contain a financing component. The Company’s approach to ECL reflects a probability-weighted outcome, the time value of money and reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions. Significant financial difficulties of the counterparty, probability that the counterparty will enter bankruptcy or financial re-organisation and default in payments are all considered indicators for increases in credit risks. If the credit risk increases to the point that it is considered to be credit impaired, interest income will be calculated based on the gross carrying amount adjusted for the loss allowance. Any contractual payment which is more than 90 days past due is considered credit impaired.

 

(m)  Significant accounting judgements and key sources of estimation uncertainty

Significant judgements in applying the Company’s accounting policies

The preparation of the financial statements requires the Board of Directors to make judgements and estimates and form assumptions that affect the amounts of assets, liabilities, contingent liabilities, revenues and expenses reported in the financial statements. On an ongoing basis, the Board of Directors evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. The Board of Directors bases its judgements and estimates on historical experience and on other factors it believes to be reasonable under the circumstances, the results of which form the basis of the reported amounts that are readily apparent from elsewhere in the financial statements.

 

Actual results may differ from these estimates where the underlying different assumptions and conditions change over time. In the process of applying the Group’s accounting policies above, the Board of Directors have identified the judgemental areas that have the most significant impact on the amounts recognised in the financial statements (apart from those involving estimations), which are dealt with as follows:

 

Exploration and evaluation assets

The assessment of whether general administration costs and salary costs are capitalised exploration and evaluation costs or expensed involves judgement. The Board of Directors consider the nature of each cost incurred and whether it is deemed appropriate to capitalise it within exploration and evaluation assets. Given that the activity of management and the resultant administration and salary costs are primarily focused on the Group’s gold prospects, the Board of Directors consider it appropriate to capitalise a portion of such costs. These costs are reviewed on a line-by-line basis with the resultant calculation of the amount to be capitalised being specific to the activities of the Company in any given year.

 

Going concern

The preparation of financial statements requires an assessment on the validity of the going concern assumption. The validity of the going concern assumption is dependent on the successful further development and ultimate production of the mineral resources and the availability of sufficient finance to bring the resources to economic maturity and profitability. The Directors recognise that these matters are material uncertainties that may cast significant doubt on 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. However, the Board of Directors, having reviewed the proposed programme for exploration and evaluation assets, the results from the exploration programme and the prospects for raising additional funds as required, are satisfied that it is appropriate to prepare the financial statements on the going concern basis.

 

Refer to page 38 for further details.

 

Cash Generating Units (‘’CGUs’’)

As outlined in the Intangible assets accounting policy, the exploration and evaluation assets should be allocated to CGUs. The determination of what constitutes a CGU requires judgement. The Board of Directors consider that the licences held by the Group and Company in the Longford-Down Massif on the island of Ireland represent one CGU and its licence in Finland is a separate CGU.    The carrying value of each CGU is compared to its recoverable amount. The recoverable amount of the CGU is assessed as the higher of its fair value less costs to sell and its value in use. The determination of value in use requires the following judgements:

 

•      Estimation of future cash flows expected to be derived from the asset;
•      Expectation about possible variations in the amount or timing of the future cash flows; and
•      The determination of an appropriate discount rate.

 

Directors' restructuring of liabilities.

The Directors have judged that (i) the royalty-linked obligation is a financial liability under IAS 32.25 rather than a contingent liability under IAS 37, because commercial production depends on permitting, financing and market factors outside the Group's control; and (ii) the Participants acted in their capacity as shareholders, so the net difference of €159,311 on derecognition of the original liabilities has been recognised directly in equity rather than in profit or loss under IFRS 9.3.3.3. In reaching (ii) the Directors considered that all Participants are shareholders, the waiver and exchange were agreed together, and the terms are not ones an unrelated creditor would be expected to accept. See Note 21.

 

Deferred tax

No deferred tax asset has been recognised in respect of unused tax losses as it is insufficient certainty that future taxable profits will be available against which these unused losses can be utilised.

 

Key sources of estimation uncertainty

The preparation of the financial statements requires the Board of Directors to make estimates and assumptions that affect the amounts reported for assets and liabilities as at the consolidated statement of financial position date and the amounts reported during the financial year. The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. While uncertainty exists, primarily due to the nature of the mining and exploration business, this assessment includes a review of the possible outcomes that can be reasonably expected in the forthcoming financial period.

 

Exploration and evaluation assets

The carrying value of exploration and evaluation assets in the consolidated statement of financial position was €30,406,611 (31 May 2025: €29,059,493) at 31 May 2026 (Note 8). The Board of Directors carried out an assessment, in accordance with IFRS 6: Exploration for and Evaluation of Mineral Resources relating to likelihood of licence 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. This assessment included an assessment of the likelihood of securing a future strategic investment or joint venture partner to assist with the development of the assets.  Based on this assessment the Board of Directors is satisfied as to the carrying value of these assets and is satisfied that these are recoverable, acknowledging however that their recoverability is dependent on future successful exploration efforts.

 

Employee benefits - Share-based payment transactions

The Company had equity-settled share-based payment arrangements with non-market performance conditions which fall within the scope of and are accounted for under the provisions of IFRS 2: Share-based Payment. Accordingly, the grant date fair value of the options under these schemes is recognised as an operating expense with a corresponding increase in the “Share-based payment reserve”, within equity, where the exercise price is granted in euro or recognised as a liability where a different currency is quoted as the exercise price over the vesting period. The estimation of share-based payment costs requires the selection of an appropriate valuation model and consideration as to the inputs necessary for the valuation model chosen. The Company has made estimates as to the volatility of its own shares, the probable life of options granted and the time of exercise of those options. The model used by the Company is either the Binomial Lattice Model or Black-Scholes Model. The fair value of these options is measured using an appropriate option pricing model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest, except where forfeiture is only due to share prices not achieving the threshold for vesting.

 

(m)  Segmental reporting

Operating segment information is presented in the consolidated financial statements in respect of the Group’s geographical segments which represent the financial basis by which the Group manages its business. The Group has one class of business, Gold Exploration. The Group has two principal reportable segments as follows:

 

• Irish exploration assets: gold exploration assets in Ireland; and
• Finnish exploration assets: gold exploration assets in Finland.

 

Group assets and liabilities include cash resources held by the Group. Corporate expenses include other operational expenditure incurred by the Group. These are not within the definition of an operating segment. Performance is measured based on segment result and total asset value as included in the internal management reports that are reviewed by the Group’s Board of Directors. There are no significant inter segment transactions. Costs that are directly attributable to Ireland and Finland have been capitalised to exploration and evaluation assets as appropriate (Note 8). The Group did not earn any revenue in the current or comparative financial year.

 

(n)    Leased assets

The Group makes use of leasing arrangements principally for the provision of motor vehicles.  Lease terms for motor vehicles have lease terms of between 6 months and 6 years without any extension terms. The Group does not enter into sale and leaseback arrangements. All the leases are negotiated on an individual basis and contain a wide variety of different terms and conditions such as purchase options and escalation clauses. The Group assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration. 

 

Measurement and recognition of leases as a lessee

At lease commencement date, the Group recognises a right-of-use asset and a lease liability in its consolidated statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). The Group depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date discounted using the interest rate implicit in the lease, or if that rate cannot be readily determined, the Group’s incremental borrowing rate.  Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.  The lease liability is reassessed when there is a change in the lease payments.

 

2     Operating expenses

 

Of the above costs, a total of €508,601 (31 May 2025: €509,888) is capitalised to intangible assets based on a review of the nature and quantum of the underlying costs. The costs capitalised to intangible assets mainly relate to salaries of geological and on-site staff together with travel and subsistence costs directly attributable to exploration activities and an appropriate portion of executive management salaries. €101,707 (31 May 2025: €145,879) is charged to the Statement of profit or loss in relation to executive management salaries.

 

The average number of persons employed during the financial year (including executive Directors) by activity was as follows:

 

 

The Group has an externally funded defined contribution scheme in order to satisfy the pension arrangements in respect of certain management personnel. No pension contribution costs or share based payments have been incurred over the past number of years.  Accrued amounts of salary and pension owing to current and former directors are set out in Note 13.  It is anticipated that the Company will move towards incorporating share based payments as part of overall remuneration in future years.  

 

An analysis of remuneration for each Director of the Company in the current financial year (prior to amounts transferred to intangible assets) is as follows:

 

 An analysis of remuneration for each Director of the Company in the prior financial year (prior to amounts transferred to intangible assets) is as follows:

3      Loss before taxation

The loss before taxation is arrived at after charging the following items:

 

 

 

4 Directors’ remuneration

 

 

 

During the years ended 31 May 2026 and 31 May 2025, one Director was a member of a defined contribution scheme but no amounts were paid or payable and accordingly, no other disclosures are required by Section 305 of the Companies Act 2014.

 

No compensation has been paid for the loss of office or other termination benefit in respect of the loss of office of Director or other offices (31 May 2025: €Nil).

 

 

5 Income tax expense

No taxation charge was accrued in the current or prior financial year due to losses being carried forward in the current financial year and losses incurred in the prior financial year.   A small tax charge of €880 was paid during the financial year in respect of prior year returns.  This has been recorded as a current year charge.

 

 

Factors affecting the tax charge for the financial year:

The total tax charge for the financial year is different to the standard rate of Irish corporation tax. This is due to the following:

 

 

 

No deferred tax asset has been recognised on accumulated tax losses as it cannot be considered probable that future taxable profit will be available against which the deferred tax asset can be utilised.

 

Unutilised losses may be carried forward from the date of the origination of the losses but may only be offset against taxable profits earned from the same trade. Unutilised losses carried forward amounted to €24,332,100 at 31 May 2026 and €23,698,706 at 31 May 2025.

6 Loss per share

 

Diluted loss per share

As the Group incurred a loss for the financial year, the potential ordinary shares arising from share options, warrants and the convertible loan notes are anti-dilutive in accordance with IAS 33.41–43 and have been excluded from the calculation of diluted loss per share, irrespective of whether they are in the money. Diluted loss per share is therefore the same as basic loss per share.

 

 

7 Investment in subsidiaries

 

 

The registered office of the above subsidiaries is Shannon Airport House, Shannon Free Zone, Shannon, Co. Clare, V14 E370, Ireland.

 

Conroy Gold (Longford-Down) Limited, Conroy Gold (Clontibret) Limited, Conroy Gold Limited and Conroy Gold (Armagh) Limited carry out the same business activity as their parent company which is that of Mineral exploration and development.   Armagh Gold is a dormant company.   The recoverability of amounts invested in the companies is dependent on the success of the Group’s exploration efforts and is reflected in the value of Group intangible assets.  The Board are satisfied that the carrying value of these investments is exceeded by their underlying value.

 

As a result of the termination of the Joint Venture detailed in Note 14, all “a” and “c” convertible equity shares in each of Conroy Gold (Longford-Down) Limited, Conroy Gold (Clontibret) Limited and Conroy Gold (Armagh) Limited were acquired by the Company for €1 per subsidiary company.

 

8         Intangible assets

Exploration and evaluation assets relate to expenditure incurred in the development of mineral exploration opportunities. These assets are carried at historical cost in accordance with IFRS 6 Exploration for and Evaluation of Mineral Resources. They are subject to impairment assessment whenever indicators of impairment exist, considering factors such as the remaining terms of licences or claims, the likelihood of licence renewal, the probability of further exploration or evaluation expenditure, the potential discontinuation of exploration activities on specific claims, and any available data indicating that the recoverable amount of the asset may be less than its carrying amount.

 

The Irish licences in relation to Clontibret, Longford-Down and Armagh were transferred in 2022 to the first three subsidiaries as set out in Note 7. All prior costs capitalised in line with IFRS 6 as above, in relation to these three licences, were transferred to the subsidiaries where the licences are now held. Costs incurred in the current year in relation to the licences held by these companies either were or will be recharged to the subsidiaries.

 

In assessing for impairment the Board of Directors have considered in particular the proposed work programmes on a licence by licence basis for the underlying mineral resources in both Ireland and Finland and their likelihood of adding to the existing resource and resource potential in their licence areas.   They have also assessed the likelihood of securing a future strategic investment or joint venture partner to assist with the development of the assets.  They are satisfied that there are no indications of impairment and this confidence is underpinned by the strength of the gold price which was in excess of $4,400 (c. €3,850) per ounce in May 2026.

 

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 for details of further work commitments.

 

Expenditure capitalised during the financial year of €1,347,118 is stated net of foreign exchange differences of €153,265 arising on the retranslation of the exploration and evaluation assets of Conroy Gold (Armagh) Limited, whose functional currency is sterling. Expenditure on intangible assets of €1,448,847 in the consolidated statement of cash flows comprises additions of €1,500,383 before foreign exchange differences, less €51,536 of additions accrued and unpaid at the financial year end.

 

 

Mineral interests are categorised geographically as follows:

 

9 Property, plant and equipment

 

 

 

 

 

 

The carrying amount of motor vehicles includes right-of-use assets recognised in respect of leased vehicles. These right-of-use assets are initially measured at cost, comprising the initial lease liability, any lease payments made at or before the commencement date, and any initial direct costs incurred.  This motor vehicle was originally recorded at its total cost of €42,902 and its amortised value at 31 May 2026 and 2025 is set out below:

 

 Group and Company

   2026  2025

       €      €

 Motor vehicles 8,580  17,161 

 

The corresponding lease liability associated with the above right-of-use asset is €3,070 (2025: €12,745), of which €3,070 (2025: €10,955) falls due within one year and is included within trade and other payables. No amount falls due after more than one year at 31 May 2026 (2025: €1,790).

In respect of the previous financial year:

 

 

 

 

10 Other receivables

 

 

The Directors consider that the carrying values of trade and other receivables are approximate to their fair values.  Expected credit losses  in relation to the Group’s receivables as at 31 May 2026 and 31 May 2025 are immaterial.

 

The realisation of amounts owed by Group companies to the Company is dependent on the 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. The Company has confirmed that it will not call on these balances within twelve months from the date of signing of these financial statements unless they are immediately in a position to discharge the balances. However, as these amounts are receivable from the Group companies, the Directors are confident that the probability of default is negligible.

 

Karelian Diamond Resources P.L.C. (“Karelian”) is not a group company however the Company holds a 2.545% interest in Karelian and it is also considered related due to common directors, registered office, the sharing of personnel and office facilities. Due to this relationship, expenses are shared and allocated to one another and payment of these is through an intercompany account.  Other related companies are as set out in Note 17 (f).  Because of the interrelationship of the Group with Karelian in terms of shared costs and the cross-over of relationship between the Estate of Professor Richard Conroy, and the other related companies, the Directors consider that the probability of default is negligible.

 

11        Financial assets

Group and Company

 

 

 

In May 2023, the Group reached an agreement whereby it converted an amount equivalent to €143,943 (£125,000) of amounts owing by Karelian into 5,000,000 new ordinary shares of €0.00025 each in the capital of Karelian at a price of 2.5p per share. The quoted share price of Karelian was 0.85p per share at 29 May 2026, the last trading day before the financial year end (31 May 2025: 0.585p).  The fair value of the Company’s shareholding in Karelian was therefore revised upwards to €49,007, with the resultant increase in fair value of €14,995 recognised as a gain in the statement of profit or loss.  

 

As part of the same transaction a further amount outstanding equivalent to £112,500 was incorporated into a convertible loan note (“the 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 Share.  The Group is in discussions to extend the term of this Loan Note.   Interest income of €6,480 (2025: €6,481) was earned on the financial asset during the year.

 

12        Cash and cash equivalents

 

 

 

13  Current liabilities

Trade and other payables

 

 

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.  As set out in Note 17 amounts owing to current and former directors were restructured during the year.

 

Related party loans – Group and Company

 

The related party loans amounts relate to monies owed to the Estate of Professor Richard Conroy and Séamus P. Fitzpatrick (former Director). The amounts were discharged in full during the year.  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).

 

Directors’ current accounts represent amounts owing to Maureen Jones of (€1,737) and Cathal Jones (€527) in respect of costs incurred on behalf of the Company as at 31 May 2025.

 

Warrant liabilities

During the year ended 31 May 2026, 17,287,000 warrants were issued with a sterling exercise price of 17.0p and a term of two years, expiring in October 2027, as part of an issue of new ordinary shares.  The fair value amount at grant date was valued using the Black-Scholes Model and an amount of €604,912 was recorded as a warrant liability and deducted from share premium as a share issue cost in accordance with the Group’s accounting policies.  During the financial year 4,558,258 warrants were exercised on 16 October 2025 at an exercise price of 9.5p and a further 2,697,224 warrants lapsed at the same exercise price.

 

The warrant liability moved as follows: an opening liability of €18,438, the grant date fair value of the warrants issued during the financial year of €604,912 (31 May 2025: Nil), and a fair value movement of €248,227 (31 May 2025: Nil) recognised in profit or loss which reduced the liability, giving a warrant liability of €375,123 at 31 May 2026 (31 May 2025: €18,438).  The €248,227(31 May 2025: Nil) is a single net amount comprising both the remeasurement of the warrants remaining in issue at the financial year end and the derecognition of the 4,558,258 warrants exercised and the 2,697,224 warrants which lapsed during the financial year.

 

Share option liability

As part of the restructuring of amounts owed to the Participants described in Note 21, the Company obtained the requisite approvals to grant options on 17 December 2025, recognised at their fair value at that date of €534,629. The option is carried as a financial liability at fair value through profit or loss.

 

Options over 8,247,112 ordinary shares were approved to be granted to the Participants, of which 3,314,740 are to current Directors and 4,932,372 to former Directors and connected persons. The options have an exercise price of 30p sterling, vest in full on the grant date with no service, market or performance condition attaching, and are exercisable for seven years from 17 December 2025, expiring on 17 December 2032.

 

The options are not granted in consideration for current or future services and are therefore outside the scope of IFRS 2. Because the exercise price is denominated in sterling while the functional currency of the Company is the euro, the fixed for fixed condition in IAS 32.16 is not met and the options are classified as a derivative financial liability at fair value through profit or loss rather than as equity. The same feature causes the Company’s warrants to be treated as derivative financial liabilities. 

 

Because the holders may exercise the options and warrants at any time, and exercise would be settled by the transfer of the Company’s own equity instruments, the Company does not have the right at the reporting date to defer settlement for at least twelve months.  In accordance with IAS 1.69(d) and 76A to 76B, the share option and warrant liabilities at 31 May 2026 are therefore presented within current liabilities in the statements of financial position, notwithstanding that the instruments are out of the money.

 

The share option liability is a recurring fair value measurement categorised within Level 3 of the fair value hierarchy.    Fair value has been determined using the Black-Scholes-Merton model, the significant unobservable input being expected volatility.  At 17 December 2025 the inputs were a share price of 10p, an exercise price of 30p, an expected term of seven years, expected volatility of 85.865 per cent, a risk free rate of 4.19924 per cent and a nil dividend yield, giving a fair value of £0.056950 per option and £469,672 in total, translated at 1 EUR = 0.8785 GBP to €534,629.  At 31 May 2026 the inputs were a share price of 10.75p, an exercise price of 30p, a remaining expected life of 6.5472 years, expected volatility of 87.712 per cent, a risk free rate of 4.46516 per cent and a nil dividend yield, giving a fair value of £507,124, translated at 1 EUR = 0.8672 GBP to €584,762.

 

The liability moved from €534,629 at 17 December 2025 to €584,762 at 31 May 2026. The loss of €50,133, recognised in "Movement in fair value of share option", comprises a fair value increase of £37,452 (€43,186) and a translation loss of €6,947 from the movement in the sterling rate.

 

Expected volatility has been derived from the annualised standard deviation of daily logarithmic returns over a lookback period matched to the expected term.  The fair value is most sensitive to this assumption.  The sensitivity of the fair value at 31 May 2026 to expected volatility and the share price is set out in Note 21.

 

14    Non-current liabilities

 

Other Creditors - Net Smelter Royalty

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 made investments 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 was effected by the issuance of convertible shares in each subsidiary company. Amounts invested by Demir Export were treated as a non-controlling interest in each year from financial year ending 31 May 2022.  On 29 April 2024, the Company entered into a binding agreement with Demir Export that resulted in Demir Export exiting the joint venture.  Demir Export had continued to spend on the project in the current financial year and at the time of their exit, had invested a total of €5,657,671 in the subsidiary companies covered by the joint venture which was accounted for as a non-controlling interest.

 

As a result of the joint venture exit, Demir transferred all convertible shares to the Company with the consideration being the granting by the Company of a net smelter royalty interest payable from future production.   The net smelter royalty is calculated at a rate of 2% payable from commercial production of minerals from the joint venture licences. 

 

 

The royalty payment will be made from the first mine or mines that are brought into production however the total payment under the net smelter royalty is capped at the total amount invested by Demir Export of €5,657,671.

 

This transaction was treated as an asset acquisition under IFRS 3 with the value of the intangible assets acquired being equal to the investment into the subsidiary companies by Demir Export of €5,657,671 and the consideration paid being the granting of the Net Smelter Royalty to Demir Export which is capped at the amount of the investment.   This liability is carried as a non-current liability under other creditors as it will only become payable when a fully permitted mine is brought into production in one or more of the Group’s licences.  An obligation has been recognised given that the Directors believe that one of the groups exploration and evaluation assets will eventually be commercially developed.

 

The fair value of the Net Smelter Royalty Liability as at 29 April 2024 (being the date of the transaction) was calculated at €4,501,410 in accordance with the Group’s accounting policies as set out in Note 1.  The liability is measured at amortised cost. At 31 May 2025 and 31 May 2026 the estimated cash flows were revised, principally for the expected timing of first production; the effect of the revision, together with the unwinding of the discount, was immaterial and no adjustment was made.

 

As described in Note 21, with effect from 17 December 2025 the Company granted certain current and former Directors and connected persons (the “Participants”) a further royalty of 2 per cent of net smelter returns, payable only from commercial production on the Orlock Bridge or Skullmartin gold trends and not before 28 August 2029, being four years after the agreement date. The amount payable starts at €2,749,037 and is increased by 3 per cent per annum on the unpaid balance until the cumulative amount reaches €3,436,297, after which no further indexation applies and total payments cannot exceed that cap. Overdue payments bear interest at EURIBOR plus 5 per cent.   The royalty was issued in exchange for the extinguishment of existing amounts owed and is a contractual obligation to pay cash. Payment depends on commercial production, which in turn depends on permitting, financing and market conditions outside the control of both the Company and the Participants. Under IAS 32.25 such a contingent settlement provision does not give the Company an unconditional right to avoid payment, so the royalty is a financial liability within IFRS 9 and outside the scope of IAS 37. If commercial production never commences, no amount is payable.  The liability was recognised on 17 December 2025, when shareholder approval made the royalty effective; 28 August 2025 is the date of the agreement and the start of the deferral period.

 

The liability was measured at fair value on 17 December 2025 at €2,742,357, on the same discounted cash flow basis as that used to measure the Demir Export royalty on initial recognition.  The measurement assumes that commercial production is probable, with first production in the financial year ending 31 May 2032, and discounts the projected royalty receipts of €3,436,297 at 3.112 per cent, being the Irish ten year government bond yield at 29 May 2026, consistent with the rate applied in measuring the Demir Export royalty. Applying the yield at 17 December 2025 of 3.059 per cent would not have resulted in a materially different measurement. At 31 May 2026 the liability was remeasured using the yield at that date of 3.112 per cent and updated production assumptions.  No probability weighting has been applied.  The liability is designated at fair value through profit or loss and was remeasured at 31 May 2026, giving rise to an unrealised fair value loss of €38,256 recognised in profit or loss within "Movement in fair value of royalty-linked financial liability", and is carried at €2,780,613 at that date (see also Note 21).

 

The two royalties are separate obligations arising from different transactions, with different counterparties, caps and carrying amounts, and both are presented within other creditors as follows: 

 

 

 

 

 

 

 

 Convertible loan

On 15 May 2025, the Company entered into an unsecured convertible loan agreement for €240,180 with a number of Lenders (the “Lenders”). These loan notes have a term of 3 years and attract an interest rate of 7.5% per annum which is payable on the redemption or conversion of the Convertible Loan Notes. The Convertible Loan Notes are unsecured. The principal of £203,460 is convertible at 10p per share into 2,034,600 ordinary shares.   On issue, the liability component was measured at the fair value of a similar liability without an equity conversion feature, and the equity component, being the residual, was recognised in other reserves in line with the Group’s accounting policies. The equity component is not remeasured in subsequent periods. The liability component is initially measured at fair value and subsequently at amortised cost using the effective interest method at an effective rate of 10.796%. The finance cost for the year of €23,864 comprises the 7.5% contractual coupon, which is payable with the principal at maturity, and the unwind of the discount arising on separation of the equity component. The loan notes are denominated in sterling and are retranslated at the rate of exchange ruling at the reporting date, which gave rise to a foreign exchange retranslation gain of €4,928 for the financial year.

 

15 Called up share capital and share premium – Group and Company

 

 

The deferred shares do not entitle the holder to receive a dividend or other distribution. Furthermore, the deferred shares do not entitle the shareholder to receive notice of or vote at any general meeting of the Company, and do not entitle the shareholder to any proceeds on a return of capital or winding up of the Company.

 

 

 

 

Issued and fully paid – Current financial year

 

 

(a)     On 8 October 2025 the Company announced the closing of a non-brokered private placement, raising £1,728,700 (€1,978,999) before share issue costs through the issue of 17,287,000 ordinary shares of €0.001 in the capital of the Company at a price of 10.0 pence per share.  Each share issued carried one warrant to subscribe for a further ordinary share at 17.0 pence within two years.

(b)    On 16 October 2025 warrants over 4,558,258 ordinary shares of €0.001, granted as part of the October 2024 fundraise, were exercised at a price of 9.5 pence per share, raising £433,035 (€495,119 at a rate of 1.1434).  The shares were admitted to trading on or around 21 October 2025 and the remaining 2,697,224 warrants from that fundraise lapsed unexercised.

(c)     The Company incurred share issue costs of €611,183 in total, comprising €6,271 of cash costs and €604,912 being the fair value at date of grant of the warrants issued as part of the terms attaching to the October 2025 placing, both amounts charged against share premium. 

 

 Issued and fully paid – Prior financial year

 

 

(d)    On 8 October 2024 the Company raised €405,928 before share issue costs through the issue of 7,255,482 ordinary shares of €0.001 in the capital of the Company at a price of £0.0475 per share.  The Company incurred share issue costs of a total of €10,880 with €3,395 being the fair value as at date of grant of warrants issued as part of the terms attaching to the placing.

 

Warrants: At 31 May 2026, there were warrants in issue over 17,287,000 shares exercisable at a price of 17.0p at any time up to 8 October 2027, and warrants in issue over 3,092,592 shares exercisable at a price of 22.5p at any time up to 22 June 2026 (see also Note 18). The warrants over 7,255,482 shares exercisable at 9.5p which were in issue at 31 May 2025 were either exercised (4,558,258 shares, as set out in (b) above) or lapsed unexercised (2,697,224) during the financial year.

 

Share Price: The share price at 31 May 2026 was £0.1075 (31 May 2025: £0.045). During the financial year, the price ranged from £0.035 to £0.1625 (31 May 2025: from £0.0215 to £0.0912).

16        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 2026, the Group had work commitments of €85,000 (31 May 2025: €115,000) for year to 31 May 2027.   The Group also holds prospecting licences in Finland which are currently under application for extending, however there are no work or financial commitments in respect of these licences as at 31 May 2026 (31 May 2025: €Nil).

 

17        Related party transactions

(a)  Details as to shareholders and Directors’ loans and share capital transactions with John Sherman, representatives of the Estate of Professor Richard Conroy (former Director) and Séamus P. Fitzpatrick (former Director) are outlined in the Directors’ Report and Notes 13 and 14 of the consolidated financial statements.

 

(b) For the financial year ended 31 May 2026, the Company incurred costs totalling €35,178 (31 May 2025: €73,330) on behalf of Karelian Diamond Resources P.L.C., which has certain common shareholders and Directors, and recharged those costs to Karelian Diamond Resources P.L.C.  In the same financial year Karelian Diamond Resources P.L.C. incurred and recharged costs of €37,730 (31 May 2025: €20,628) to the Company, principally for shared exploration facilities and consultancy costs.  The net effect was a charge of €2,552 by Karelian Diamond Resources P.L.C. to the Company (31 May 2025: a net charge of €52,702 by the Company 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.

 

 

(c)   At 31 May 2026 the Company recorded a receivable of €112,540 from Karelian Diamond Resources P.L.C. (31 May 2025: €75,065). Amounts owed by Karelian Diamond Resources P.L.C. are included within trade and other receivables during the current year.  Net cash of €21,970 was paid to or on behalf of Karelian Diamond Resources P.L.C. during the financial year ended 31 May 2026 (31 May 2025: €129,495 received) as part of the cost share arrangement.

 

(d)  In May 2023, the Company converted amounts owing to it equivalent to €143,943 (£125,000) into ordinary shares in Karelian Diamond Resources P.L.C. as detailed in Note 11 and a further €129,549 (£112,500) into a convertible loan instrument as detailed in Note 11.  The Company is in discussions in relation to the extension of this Loan Note.

 

(e)  At 31 May 2026, the Company was owed Nil (31 May 2025: €13,933) by Trans-International Oil Exploration Limited. Maureen T.A. Jones is a Director of Trans-International Oil Exploration Limited. The Estate of Professor Richard Conroy holds 50.7% of the share capital of this company. Amounts totalling Nil (31 May 2025: €3,076) were owed by companies in which the Estate of Professor Richard Conroy and Maureen T.A. Jones hold a 50% interest each. Balances owed by the foregoing companies were repaid by the Estate of Professor Richard Conroy out of the shareholder loan owing to it. 

(f)        An amount of €47,635 (31 May 2025: €47,635) is owed by Conroy P.L.C., a company in which the Estate of Professor Richard Conroy has a controlling interest.  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.

 

(g)     At 31 May 2026, Conroy Gold (Clontibret) Limited owed €719,926 to the Company (31 May 2025: €10,398 was owed by the Company), and the Company owed €7,320 to Conroy Gold (Longford-Down) Limited (31 May 2025: €36,389) and €134,073 to Conroy Gold (Armagh) Limited (31 May 2025: €331,429).  The amount owed by Conroy Gold (Clontibret) Limited is included within other receivables and is set out in Note 10.  These balances relate to administration and other costs that are recharged to the subsidiaries from the Company and also relate to amounts advanced to or received from the subsidiaries.

 

(h)    At 31 May 2026, Conroy Gold Limited owed €515,585 (31 May 2025: €518,519) to the Company.

 

(i)      Key management personnel are considered to be the Board of Directors.   The compensation of all key management personnel during the year was €275,911 (31 May 2025: €338,206).  Further analysis of remuneration for each Director of the Company is set out in Note 2 and Note 4.  The amounts restructured in the year (Note 21) relate to remuneration accrued and disclosed in prior years. The restructuring did not give rise to additional remuneration in the year, and neither the royalty nor the options, which were not granted for services, is included in the compensation above.

 

(j)      During the financial year the Company entered into an agreement dated 28 August 2025 with certain current and former Directors and connected persons (the “Participants”) to restructure €3,436,297 of accrued fees and other emoluments owed to them.  On execution of the agreement €687,260, being 20 per cent of that amount, was written off for no consideration.  On 17 December 2025, on approval by shareholders at the annual general meeting of the Company, the remaining €2,749,037 was extinguished in exchange for a royalty of 2 per cent of net smelter returns payable only out of future commercial production, and options over 8,247,112 ordinary shares exercisable at 30p.  The transaction is set out in more detail in Note 21.  The original liabilities of €3,436,297 were derecognised and the royalty and options were recognised at fair values of €2,742,357 and €534,629 respectively. The resulting net credit of €159,311 was recognised directly in equity because the Participants acted in their capacity as shareholders (Note 21). At 31 May 2026 the Participants held royalty entitlements carried at €2,780,613 (Note 14) and options carried at €584,762 (Note 13), of which €1,117,605 and €235,032 respectively relate to current Directors. No amounts were paid under these arrangements during the year.

 

 

 

(k)     Professor Garth Earls invoiced the Group for €4,377 (31 May 2025: €1,975) during the financial year for professional services rendered to the Group. At 31 May 2026, Professor Garth Earls was owed €56,471 (31 May 2025: €54,092) in respect of these services and services to the Company as director.  Brendan McMorrow invoiced the Group for €6,000 (31 May 2025: Nil) during the financial year in respect of professional services and was owed €2,380 in respect of Directors fees at the end of the financial year (31 May 2025: €46,627).

 

(l)      As at 31 May 2026 Directors fees owing to Howard Bird totalled €23,758 (31 May 2025: €21,379) and amounts owing to John Sherman totalled €5,550 (31 May 2025: €21,427).  Maureen Jones was owed €43,266 as at 31 May 2026 (31 May 2025:  €1,238,565).

(m)  During the previous financial year the Company entered into unsecured Convertible Loan Note Agreements (the Loan Notes) amounting to €240,180 (£203,460) with a number of Lenders as detailed in Note 14.  John Sherman subscribed for €39,546 (£33,500) of these Loan Notes.  Hard Metal Machine Tools Limited (a company 99% owned by Philip Hannigan, a substantial shareholder in the Company) also subscribed for €50,465 (£42,750) of these loan notes. 

 

18 Share-based payments

The share options granted to current and former Directors on 17 December 2025 are not share-based payments and are disclosed in Notes 13 and 21.  Details of the warrants outstanding during the financial year are below.

 

 

The Company issued 17,287,000 warrants on 9 October 2025 at a price of 17.0p per share and with a term of two years, expiring on 8 October 2027, and with an estimated fair value at the date of grant of €604,912 (£524,519), which was recognised as a warrant liability and deducted from share premium as a share issue cost as they are a market requirement when raising funds.  

 

The Company issued 7,255,482 warrants on 9 October 2024 at a price of 9.5p per share and with a term of one year and an estimated fair value of €3,395 at date of grant which was deducted from share premium at the date of grant in line with the Company’s accounting policies.  The Company issued 3,092,592 warrants on 23 June 2023 at a price of 22.5p per share and with a term of three years. 

 

Exercise prices are denominated in sterling and are translated into euro at the rate of exchange ruling at the financial year end.  The opening weighted average exercise price for the current financial year is therefore stated at the 31 May 2026 rate and does not agree to the closing weighted average exercise price for the previous financial year, which is stated at the 31 May 2025 rate. The Company estimated the fair value of warrants using the Black-Scholes Model. The determination of the fair value of the warrants on the date of grant using the Black-Scholes Model is affected by the Company’s share price as well as assumptions regarding a number of other variables. These variables include the expected term of the warrants, the share price volatility, the risk-free interest rate and the expected dividends.

The following key input assumptions were used to calculate the fair value of the sterling based warrants:

 

 

19 Financial instruments

Categories and fair values of financial instruments

Financial liabilities comprise: at fair value through profit or loss – the royalty-linked liability €2,780,613 (designated) and the share option and warrant liabilities €584,762 and €375,123 (mandatorily, as derivatives); at amortised cost – the Demir Export royalty €4,501,410, the convertible loan €235,144, trade and other payables and lease liabilities. Financial assets other than the investment in Karelian Diamond Resources P.L.C. (FVTPL) are at amortised cost. Due to the short-term nature of the Group’s current financial assets and liabilities held at amortised cost at 31 May 2026 and 31 May 2025, the fair value is a reasonable approximation of the carrying amount in each case.

 

The royalty-linked liability, the share option liability and the warrant liability are carried at fair value, determined as set out in Notes 13 and 21 (all Level 3). The Demir Export royalty is carried at amortised cost of €4,501,410 (2025: €4,501,410). Its fair value, determined on the same basis as the royalty-linked liability (Level 3), is not materially different from its carrying amount at either date. The disclosures required by IFRS 13.93 for recurring Level 3 measurements are given in Note 21.

 

Financial risk management objectives, policies and processes

The Group has exposure to the following risks from its use of financial instruments:

(a)       Inflation;

(b)       Interest rate risk;

(c)        Foreign currency risk;

(d)       Liquidity risk;

(e)       Credit risk;

(f)        Other price risk; and

(g)       Capital management risk.

 

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.  The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group Audit Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and framework in relation to the risks faced.

 

(a)  Inflation

The Group is exposed to the risk associated with inflation such as the impact of increased operating expenses including rent, light and heat and wages and salaries. The Chairman and Managing Director monitor costs on an ongoing basis. 

 

(b)  Interest rate risk

The Group currently finances its operations primarily through shareholders’ funds. Short term cash funds are invested, if appropriate, in short-term interest-bearing bank deposits. There were no short-term interest-bearing bank deposits at 31 May 2026 or 31 May 2025 and no sensitivity analysis has been performed. The Group did not enter into any hedging transactions with respect to interest rate risk.

(c)   Foreign currency risk

The entities in the Group are exposed to currency risk on purchases, loans and bank deposits that are denominated in a currency other than the functional currency of the entities of the Group. It is Group policy to ensure that foreign currency risk is managed wherever possible by matching foreign currency income and expenditure. During the financial years ended 31 May 2026 and 31 May 2025, the Group did not utilise foreign currency forward contracts or other derivatives to manage foreign currency risk.

 

The Group’s foreign currency risk exposure was as follows at 31 May 2026:

 

 

The Group’s foreign currency risk exposure was as follows at 31 May 2025:

 

 

The following are the significant exchange rates that applied against €1 during the financial year:

 

 

Sensitivity analysis

A 10% strengthening of the euro against Sterling, based on outstanding financial assets and liabilities at 31 May 2026, would have decreased the reported loss by €95,797 (31 May 2025: €27,535) on retranslation of those balances. A weakening of 10% of the euro against Sterling would have had a substantially equal and opposite effect. All other variables, including interest rates, are held constant.  The sensitivity is calculated by retranslating sterling-denominated balances, including the share option and warrant liabilities at their sterling fair values, at a rate 10 per cent different from the closing rate. For the derivative liabilities this captures translation only (see other price risk below).

 

(d)  Liquidity risk

Liquidity is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and adverse conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.  The Group manages liquidity risk by regularly monitoring cash flow projections. The nature of the Group’s exploration and appraisal activities can result in significant differences between expected and actual cash flows.  During the year accrued remuneration of €3,436,297, previously payable on demand, was replaced by obligations payable only from future production (Note 21). This reduced the Group's short-term cash obligations but does not remove its need to raise further funding for its exploration programme, as discussed in the going concern section of Note 1.

 

The carrying amounts and contractual undiscounted cash flows of financial liabilities as at 31 May 2026 were as follows:

 

 

The share option and warrant liabilities (€959,885; 2025: €18,438) are settled only by the issue of ordinary shares and give rise to no contractual cash outflow; they are presented as current in the statement of financial position because the holders may exercise at any time (Note 13) but excluded from the table above. The royalties are payable only from commercial production and have no fixed repayment schedule. They are shown at their maximum undiscounted amounts of €5,657,671 (Demir Export) and €3,436,297 (Directors' restructuring), placed in the over five years band on the basis of the earliest date production could reasonably commence; the Directors' restructuring royalty cannot in any case be paid before 28 August 2029. These are maximum exposures: amounts actually payable depend on production and would be nil if production did not occur.

 

 

The carrying amounts and contractual undiscounted cash flows of financial liabilities as at 31 May 2025 were as follows:

 

 

 

*The amount of €418,031 (31 May 2025: €613,380) relates to trade creditors and other payables.  In 2025 the remaining balance of trade and other payables related to the amounts owing to shareholders, directors and former directors which were agreed to be deferred until November 2026. 

 

The Group had cash and cash equivalents of €210,387 at 31 May 2026 (31 May 2025: €77,285).

 

(e) Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge its obligation.

 

Credit risk is the risk of financial loss to the Group if a cash deposit, amount owed by related party and other receivables is not recovered. Group deposits are placed only with banks with appropriate credit ratings.

 

The carrying amount of financial assets represents the maximum credit exposure.

The Group’s cash and cash equivalents are held at AIB Bank which has a credit rating of “BBB+” (31 May 2025: BBB+) as determined by Standard & Poor's Credit Rating, and Bank of Ireland which has a short term credit rating of “F2’’ (31 May 2025: F2) as determined by Fitch Ratings.

 

Expected credit loss

The Group measures credit risk and expected credit losses on financial assets measured at amortised cost using probability of default, exposure at default and loss given default. Management consider both historical analysis and forward-looking information in determining any expected credit loss. At 31 May 2026 and 31 May 2025, all cash is accessible on demand and held with counterparties with a credit rating of BBB+ or higher. Having considered the credit rating of the counterparties and the outstanding balances, management have determined that for both financial years presented, the amount of ECL is immaterial.

 

The receivables relate to amounts receivable from Group/related companies (as set out in Note 10). The directors are confident that the probability of any default in relation to these items is so low that they have calculated the amount of any related ECL to be immaterial. 

 

(f)   Other price risk

Other price risk. The share option and warrant liabilities are exposed to movements in the Company's share price. A 10 per cent increase in the share price at 31 May 2026 would have increased the loss by approximately €73,215 (options) and €89,061 (warrants), with an approximately equal and opposite effect for a decrease. The royalty-linked liability is exposed to gold prices; this exposure is included in the Level 3 sensitivities in Note 21.

 

 

(g) Capital management

The Group’s objective is to discover and develop world class ore bodies in order to create value for its shareholders. The Group’s strategy is to explore in politically stable and geographically attractive countries such as Ireland and Finland. The Group ensures as far as possible to obtain adequate working capital to carry out its work obligations and commitments. The Group’s overall strategy remains unchanged from the prior period.

 

The Group has historically funded its activities through share issues and placings and loans. The Group’s capital structure is kept under review by the Board of Directors and it is committed to capital discipline and continues to maintain flexibility for future growth.

 

The capital structure of the Group consists of equity of the Group (refer to the statement of changes in equity and Note 15). The Group is not subject to any externally imposed capital requirements.

 

20     Post balance sheet events

 

On 1 September 2026, the Company closed a non-brokered private placement, raising £1,313,000 before expenses through the issue of 16,412,500 new ordinary shares of €0.001 each at 8 pence per share. Every two shares carry one warrant to subscribe for a further share at 15 pence, exercisable up to 31 August 2028. Following admission to AIM, the Company’s issued share capital consists of 93,361,933 ordinary shares. The net proceeds will fund further exploration in Ireland and general working capital.

 

Since the year end, the Company has also completed its Phase I drilling programme at Clontibret and commenced Phase II drilling towards the Clay Lake target.

 

These are non-adjusting events under IAS 10 and no adjustment has been made to the financial statements for the year ended 31 May 2026. There have been no other significant events since the reporting date.

 

21 Directors’ restructuring of liabilities

On 28 August 2025 the Company agreed with current and former Directors and the estate of a former Director (the "Participants") to restructure €3,436,297 of accrued remuneration owed to them. Under the agreement:

•         20% (€687,260) was written off.

•         The balance of €2,749,037 is payable only from a 2% net smelter royalty on production from the Orlock Bridge and Skullmartin gold trends, and not before 28 August 2029. It is indexed at 3% a year, capped at €3,436,297.

•         Participants receive 8,247,112 share options, exercisable at 30p until 17 December 2032.

On 17 December 2025 shareholder approval satisfied the only condition to the agreement, which became unconditional on that date. From that date the Company was contractually bound to grant the royalty and options, and the related liabilities have been recognised from that date. The 20% (€687,260) was written off by the participants on signing of the agreement. On 17 December 2025 the remaining €2,749,037 was discharged in exchange for a production-contingent royalty and share options, a substantial modification of terms, because the replacement obligations differ fundamentally in timing, certainty and form of settlement, and the new liabilities were therefore recognised at fair value. The Participants are shareholders and acted in that capacity, so the net gain of €159,311 was credited to the capital contribution reserve.

The royalty-linked liability is designated at fair value through profit or loss. The options are a derivative liability, because their exercise price is in sterling. Both are Level 3, as is the warrant liability (Note 13).

 

 

In the unaudited interim results for the six months to 30 November 2025, which preceded shareholder approval, the €687,260 written off was recognised in profit or loss. On completion of the restructuring the Directors concluded that the write-off and the exchange formed a single transaction with the Participants in their capacity as shareholders, and the full-year financial statements therefore recognise the net effect of €159,311 in equity. The interim results have not been restated.

 

Valuation

All fair value movements are unrealised and relate to instruments held at the reporting date. The royalty-linked liability is the present value of expected royalties from the Clontibret Phase 1 pit. The key inputs are first production in FY2032, US$4,000/oz gold and a 3.112% discount rate. The options are valued using Black-Scholes, with a share price of 10.75p, 87.7% volatility and a risk-free rate of 4.47%. The warrants are also valued using Black-Scholes, with a share price of 10.75p, 75.7% volatility and a risk-free rate of 4.00%; the movement in the warrant liability from €18,438 to €375,123 is reconciled in Note 13. Of the €248,227 net fair value movement on warrants recognised in profit or loss, €237,877 relates to warrants still in issue at 31 May 2026 and is unrealised; the remaining €10,350 relates to warrants exercised or lapsed during the year. Valuations are prepared by management using the inputs above and reviewed and approved by the Audit Committee at each reporting date.

 

Sensitivity

A one-year delay in first production would reduce the royalty-linked liability by approximately €84,000, and a 1 percentage point increase in the discount rate by approximately €179,000; a 1 percentage point decrease would increase it by approximately €194,000. If commercial production were not achieved, the liability would be nil.  A 10 percentage point increase in expected volatility would increase the option liability by approximately €64,200, and a 10 per cent increase in the share price by approximately €73,215 (Note 19(f)). A 10 percentage point increase in expected volatility would increase the warrant liability by approximately €80,300, and a 10 per cent increase in the share price by €89,061 (Note 19(f)).

 

The fair value of the royalty-linked liability has been estimated using a flat gold price of US$4,000 per ounce over the life of the mine, consistent with the assumption used for the Demir Export royalty. Total payments are capped at €3,436,297, which is reached in the year ending 31 May 2034 under the base case and under a reasonably possible change in the gold price. Movements in the gold price therefore affect the timing of payments rather than the total amount payable. A 10% increase in the gold price to US$4,400 per ounce would increase the fair value of the liability at 31 May 2026 by approximately €9,000 (0.3%), and a 10% decrease to US$3,600 per ounce would reduce it by approximately €9,000 (0.3%). The Directors therefore consider that a reasonably possible change of 10% in the gold price would not have a material effect on the carrying amount of the liability at 31 May 2026.

 

Credit and liquidity

Changes in fair value arise from production risk, not the Group's credit risk. The contractual amount payable of €3,436,297 is due after more than five years, and only from royalty receipts. It exceeds the carrying amount by €655,684. The options involve no cash outflow. 

 

22     Approval of the audited financial statements for the financial year ended 31 May 2026

  These financial statements were approved by the Board of Directors on 6 November 2026 and authorised for issue on 6 November 2026.

 

 A copy of the audited financial statements will be available on the Company’s website www.conroygoldandnaturalresources.com and will be available from the Company’s registered office at Shannon Airport House, Shannon Free Zone, Shannon, Co. Clare, V14 E370, Ireland.