Final Results

Conroy Diamonds and Gold Plc ('the Company') Final Results for the year to 31 May 2005 Chairman's Statement I have great pleasure in presenting the Financial Statements for the twelve months 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 now well down the road towards establishing a new gold province. The ten new gold targets lie within a 20km2 area in the Armagh-Monaghan Gold Belt and also within one of the three areas identified by SRK Consulting as being highly prospective. These three areas relate to intersections of major deep-seated lineaments and the Orlock Bridge Fault, itself a major geological structure. Such lineaments, are of particular importance, because major mineral deposits elsewhere in the world are often found on or near such structures. Approximately 1,000 soil samples have been collected over the new targets and analysed for gold content. Individual gold values of up to 739ppb, 434ppb, 267ppb, 222ppb and 178ppb were reported from separate anomalies. These are very high values when viewed against a normal background level of less than 4ppb and where values over 10ppb are considered anomalous. The targets are up to half a kilometre in length. Your Company's regional exploration strategy is to identify areas of gold anomalism through regional soil sampling, followed up by a combination of deep overburden sampling, trenching and drilling. This strategy has led to significant gold discoveries in the Longford-Down Massif indicating the potential for it to become a new gold province. The latest discovery by your Company in the Armagh-Monaghan Gold Belt which extends over only a small part of the Massif, is a new gold bearing structure east of Tullybuck-Lisglassan in County Monaghan. This resulted from closely spaced deep overburden and bedrock sampling. The structure, which is extensive, is a linear feature which extends 250m along strike and is open in both directions. In addition to the discoveries in the Armagh-Monaghan Gold Belt, two mineralised zones 400m apart have been outlined at Slieve Glah in County Cavan, 35 miles to the southwest. Although exploration there is still at an early stage, initial results suggest excellent potential for further gold discoveries in that part of the Longford-Down Massif. All of the gold discoveries in the Massif are spatially related to the Orlock Bridge Fault and are seen to be structurally controlled. Slieve Glah was identified as a target because a major strike swing of the Orlock Bridge Fault occurs at that location and this may have created a dilation zone. Such structures are significant as they may be associated with substantial tonnage of mineralised rock. Under a Scheme of Arrangement the Company's diamond interests have been transferred to Karelian Diamond Resources Plc ('Karelian'). As consideration for this transfer Karelian issued 10,256,639 Ordinary Shares in that company to the shareholders of the Company on the basis that for every 6 Ordinary Shares held by a member of the Company, that member received 1 Ordinary Share in Karelian. The Scheme of Arrangement was approved by shareholders on 8 July 2004 and approval was also given, subject to sanction by the High Court, for the share premium account to be reduced by €1,025,000, that being the book value of the diamond interests transferred. On 26 July 2004 the High Court sanctioned the Scheme of Arrangement and confirmed the reduction of the share premium account. Appointment of broker and nominated advisor City Capital Securities Limited, a part of City Capital Corporation (3C), has been appointed as your Company's Broker. John East & Partners Limited have been appointed as Nominated Advisor. I have great pleasure in welcoming both parties and look forward to working with them in developing the financial status and recognition which your Company's achievements on the ground merit. Finance During the course of the financial year, professional mining investor Mr Bruce Rowan personally bought 13.9% of the share capital of your Company through a placement of shares at 2.50p each, together with 20,000,000 warrants exercisable 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/€ 375,000) contributed to your Company's working capital. I find it extremely gratifying that someone of Mr Rowan's experience and success in the mining industry has made such a significant personal investment in the Company and I welcome him as a substantial shareholder. The directors have considered the build-up of current liabilities on the balance sheet. These liabilities arise mainly from the accrual of unpaid directors' fees and remuneration over a number of years. By foregoing payment of their fees and remuneration, the directors effectively allowed the Company's exploration work on the ground to continue, even during times when capital raisings via the Stock Exchange were extremely difficult. The directors have indicated their intention to waive their entitlement to all amounts accrued up to 31 August 2005. The amount of such accruals included in creditors at 31 May 2005 was €1,330,974 and at 31 August 2005 was €1,422,782 (£ 961,656). After careful consideration, and discussions with the Company's advisors, the Board has decided, subject to ratification by the shareholders at the Annual General Meeting, to issue a total of 49,064,190 warrants to the individual directors for nil consideration exercisable over 10 years at a subscription price of €0.037 (Stg2.5p per share). A resolution to this effect has therefore been 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 1,149,395 I welcome this action by the directors as it represents a strong vote of confidence in your Company and its prospects. In the light of the excellent exploration results achieved to date, your directors are considering how best to fund your Company's activities going forward. Options being studied include joint venture and farm-out, as well as other arrangements as may be appropriate for advancing the interests of your Company. Auditors I would like to take the opportunity of thanking the partners and staff of KPMG for their services to your Company during the course of the year. Directors, Consultants and Staff I wish to express my deep appreciation of the support and dedication of the directors, consultants and staff, which has made possible the continued progress and success which your Company has achieved. Future Outlook The demonstration of the widespread occurrence of gold on your Company's acreage in the Longford-Down Massif in Ireland and its potential to become a new gold province is a major achievement which augers well for the future of your Company. Professor Richard Conroy Chairman Profit and Loss Account For the Year Ended 31 May 2005 2005 2004 € € 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 (€0.008) (€0.006) There are no recognised gains or losses other than the loss for the year. Balance Sheet - 31 May 2005 2005 2004 € € 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 5,791,118 Cash Flow Statement For the Year Ended 31 May 2005 2005 2004 € € 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) 215,027 Notes to the Financial Statements 1. Publication of non-statutory accounts The financial information set out in this preliminary announcement are abbreviated accounts as defined in Section 19 of the Companies (Amendment) Act 1986. The financial information for the period ended 31 May 2005 have been extracted from the Company's financial statements to that date which have received an unqualified auditors' report but have not yet been delivered to the Registrar of Companies. 2. Loss per share The calculation of the loss per ordinary share of €0.008 (2004 - €0.006) is based on the loss for the financial year of €513,247 (2004 - €325,726) and the weighted average number of ordinary shares on a basic and fully diluted basis during the year of 64,487,011 (2004 - 53,210,678). Share options and warrants are not included in the calculation of fully diluted shares since the Company incurred a loss in 2005 and 2004 which results in these potential shares being anti-dilutive. 3. Dividends No 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 shareholders shortly and will be available from the Company's registered office, 10 Upper Pembroke Street, Dublin 2.
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