Conroy Gld&nres Regulatory News (CGNR)

17 Nov 2005 12:45

Conroy Diamonds and Gold Plc ("the Company") Final Results for the year to 31 May 2005 Chairman's StatementI have great pleasure in presenting the Financial Statements for the twelvemonths ended May 31 2005. The year has brought continued exploration success.The Company has doubled the number of gold targets on its licences and is nowwell down the road towards establishing a new gold province.The ten new gold targets lie within a 20km2 area in the Armagh-Monaghan GoldBelt and also within one of the three areas identified by SRK Consulting asbeing highly prospective. These three areas relate to intersections of majordeep-seated lineaments and the Orlock Bridge Fault, itself a major geologicalstructure. Such lineaments, are of particular importance, because major mineraldeposits elsewhere in the world are often found on or near such structures.Approximately 1,000 soil samples have been collected over the new targets andanalysed for gold content. Individual gold values of up to 739ppb, 434ppb,267ppb, 222ppb and 178ppb were reported from separate anomalies. These are veryhigh values when viewed against a normal background level of less than 4ppb andwhere values over 10ppb are considered anomalous. The targets are up to half akilometre in length.Your Company's regional exploration strategy is to identify areas of goldanomalism through regional soil sampling, followed up by a combination of deepoverburden sampling, trenching and drilling. This strategy has led tosignificant gold discoveries in the Longford-Down Massif indicating thepotential for it to become a new gold province.The latest discovery by your Company in the Armagh-Monaghan Gold Belt whichextends over only a small part of the Massif, is a new gold bearing structureeast of Tullybuck-Lisglassan in County Monaghan. This resulted from closelyspaced deep overburden and bedrock sampling. The structure, which is extensive,is a linear feature which extends 250m along strike and is open in bothdirections.In addition to the discoveries in the Armagh-Monaghan Gold Belt, twomineralised zones 400m apart have been outlined at Slieve Glah in County Cavan,35 miles to the southwest. Although exploration there is still at an earlystage, initial results suggest excellent potential for further gold discoveriesin that part of the Longford-Down Massif.All of the gold discoveries in the Massif are spatially related to the OrlockBridge Fault and are seen to be structurally controlled. Slieve Glah wasidentified as a target because a major strike swing of the Orlock Bridge Faultoccurs at that location and this may have created a dilation zone. Suchstructures are significant as they may be associated with substantial tonnageof mineralised rock.Under a Scheme of Arrangement the Company's diamond interests have beentransferred to Karelian Diamond Resources Plc ("Karelian"). As considerationfor this transfer Karelian issued 10,256,639 Ordinary Shares in that company tothe shareholders of the Company on the basis that for every 6 Ordinary Sharesheld by a member of the Company, that member received 1 Ordinary Share inKarelian. The Scheme of Arrangement was approved by shareholders on 8 July 2004and approval was also given, subject to sanction by the High Court, for theshare premium account to be reduced by ¢â€š¬1,025,000, that being the book value ofthe diamond interests transferred. On 26 July 2004 the High Court sanctionedthe Scheme of Arrangement and confirmed the reduction of the share premiumaccount.Appointment of broker and nominated advisorCity Capital Securities Limited, a part of City Capital Corporation (3C), hasbeen appointed as your Company's Broker. John East & Partners Limited have beenappointed as Nominated Advisor. I have great pleasure in welcoming both partiesand look forward to working with them in developing the financial status andrecognition which your Company's achievements on the ground merit.FinanceDuring the course of the financial year, professional mining investor Mr BruceRowan personally bought 13.9% of the share capital of your Company through aplacement of shares at 2.50p each, together with 20,000,000 warrantsexercisable at 3.75p per share. Mr Rowan owns a total of 10,450,000 shares,14.61 per cent of the ordinary share capital. The funds raised (‚£250,000/¢â€š¬375,000) contributed to your Company's working capital. I find it extremelygratifying that someone of Mr Rowan's experience and success in the miningindustry has made such a significant personal investment in the Company and Iwelcome him as a substantial shareholder.The directors have considered the build-up of current liabilities on thebalance sheet. These liabilities arise mainly from the accrual of unpaiddirectors' fees and remuneration over a number of years. By foregoing paymentof their fees and remuneration, the directors effectively allowed the Company'sexploration work on the ground to continue, even during times when capitalraisings via the Stock Exchange were extremely difficult.The directors have indicated their intention to waive their entitlement to allamounts accrued up to 31 August 2005. The amount of such accruals included increditors at 31 May 2005 was ¢â€š¬1,330,974 and at 31 August 2005 was ¢â€š¬1,422,782 (‚£961,656).After careful consideration, and discussions with the Company's advisors, theBoard has decided, subject to ratification by the shareholders at the AnnualGeneral Meeting, to issue a total of 49,064,190 warrants to the individualdirectors for nil consideration exercisable over 10 years at a subscriptionprice of ¢â€š¬0.037 (Stg2.5p per share). A resolution to this effect has thereforebeen included in the agenda for the AGM.The number of warrants proposed to be issued to each director is as follows:Name of Warrant Holder Number of Warrants R.T.W.L Conroy 21,364,493 M.T.A Jones 13,839,858 J.P Jones 8,058,129 P Conroy 1,450,427 L.J Maguire 1,450,427 H.H Rennison 1,450,427 M.E Power 301,032 Estate of H.B Knott 1,149,395I welcome this action by the directors as it represents a strong vote ofconfidence in your Company and its prospects.In the light of the excellent exploration results achieved to date, yourdirectors are considering how best to fund your Company's activities goingforward. Options being studied include joint venture and farm-out, as well asother arrangements as may be appropriate for advancing the interests of yourCompany.AuditorsI would like to take the opportunity of thanking the partners and staff of KPMGfor their services to your Company during the course of the year.Directors, Consultants and StaffI wish to express my deep appreciation of the support and dedication of thedirectors, consultants and staff, which has made possible the continuedprogress and success which your Company has achieved.Future OutlookThe demonstration of the widespread occurrence of gold on your Company'sacreage in the Longford-Down Massif in Ireland and its potential to become anew gold province is a major achievement which augers well for the future ofyour Company.Professor Richard ConroyChairmanProfit and Loss AccountFor the Year Ended 31 May 2005 2005 2004 ¢â€š¬ ¢â€š¬ Operating Expenses (515,205) (331,321) Other Income 1,958 5,595 Loss on ordinary activities (513,247) (325,726) Tax on loss on ordinary activities - - Loss retained for the Year (513,247) (325,726) Profit and Loss Account at 1 June (1,758,884) (1,433,158) Profit and Loss Account at 31 May (2,272,131) (1,758,884) Loss per ordinary share - Basic and fully diluted (¢â€š¬0.008) (¢â€š¬0.006)There are no recognised gains or losses other than the loss for the year.Balance Sheet - 31 May 2005 2005 2004 ¢â€š¬ ¢â€š¬ Fixed Assets Mineral interests 6,043,726 6,202,068 Tangible assets 53,015 54,482 Financial assets - 2 6,096,741 6,256,552 Current Assets Debtors 39,020 45,046 Cash at bank and in hand 62,689 517,862 101,709 562,908 Creditors: Amounts falling due within one year (1,586,037) (1,028,342) Net Current Liabilities (1,484,328) (465,434) Net Assets 4,612,413 5,791,118 Capital and reserves Called up share capital 2,146,320 1,846,320 Capital conversion reserve fund 30,617 30,617 Share premium 4,707,607 5,673,065 Profit and loss account (2,272,131) (1,758,884) Shareholders' Funds - all equity 4,612,413 5,791,118Cash Flow StatementFor the Year Ended 31 May 2005 2005 2004 ¢â€š¬ ¢â€š¬ Net Cash Inflow/(Outflow) from Operating Activities 70,638 (444,490) Capital Expenditure and Financial Investment (888,353) (1,026,190) Net Cash Outflow before Financing (814,715) (1,470,680) Financing 359,542 1,685,707 (Decrease)/Increase in cash (455,173) 215,027Notes to the Financial Statements 1. Publication of non-statutory accounts The financial information set out in this preliminary announcement areabbreviated accounts as defined in Section 19 of the Companies (Amendment) Act1986.The financial information for the period ended 31 May 2005 have been extractedfrom the Company's financial statements to that date which have received anunqualified auditors' report but have not yet been delivered to the Registrarof Companies.2. Loss per shareThe calculation of the loss per ordinary share of ¢â€š¬0.008 (2004 - ¢â€š¬0.006) isbased on the loss for the financial year of ¢â€š¬513,247 (2004 - ¢â€š¬325,726) and theweighted average number of ordinary shares on a basic and fully diluted basisduring the year of 64,487,011 (2004 - 53,210,678). Share options and warrantsare not included in the calculation of fully diluted shares since the Companyincurred a loss in 2005 and 2004 which results in these potential shares beinganti-dilutive.3. DividendsNo dividends were paid or are proposed in respect of the period ended 31 May,2005.4. A copy of the Annual Report and Accounts will be sent to all shareholdersshortly and will be available from the Company's registered office, 10 UpperPembroke Street, Dublin 2.ENDCONROY DIAMONDS & GOLD PLC