29 November 2023
Karelian Diamond
Resources plc
(“Karelian” or “the
Company”)
FINAL RESULTS FOR
THE YEAR TO 31 MAY
2023
NOTICE OF ANNUAL
GENERAL MEETING
Karelian Diamond Resources
plc (AIM: KDR), the diamond exploration company focused on
Finland, announces its Audited
Accounts for the year ended 31 May
2023. Details of these can be
found below and a full copy of the Annual Results can be viewed on
the Company’s website. The period was one of further significant
progress.
Highlights of the
period included:
-
Compensation to be paid by
the Company to local landowners in relation to the establishment of
the Lahtojoki mining concession area, in Finland, determined and
paid.
-
High resolution drone
based magnetic survey carried out in the Kuhmo region, Finland. Over 250km were flown with more than
twenty kimberlite targets identified in the
area.
-
An extensive follow-up
programme which includes excavating and drilling on the potential
diamondiferous kimberlite targets has commenced.
-
Two additional Mineral
Prospecting Licences, adjacent to the existing one, have been
granted in Northern Ireland which
will secure the Company’s land position in relation to its
exploration programme for Nickel-Copper-Platinum mineralisation.
The total exploration area is now 750km2.
-
The exploration programme
for Nickel, Copper and PGE in Northern
Ireland has commenced.
Professor
Richard Conroy, Chairman of
Karelian, said:
“The Company has made
excellent progress with the National Land Survey’s procedures
regarding the Lahtojoki diamond deposit in Finland now concluded and the determined
compensation paid. New survey work in Finland has identified additional diamond
targets and an excavation and drilling programme on the targets has
begun. In Northern Ireland the
Company has been granted new licences and the exploration programme
for Nickel, Copper and PGE has commenced, the results from which
could greatly increase Karelian’s potential value and also
diversify the Company’s exploration
programme.”
Annual Report and
Accounts for the year to 31 May
2023
The full audited annual
report and accounts for the year to 31 May
2023 will be posted to shareholders today and will be
published on the Company's website
(www.kareliandiamondresources.com) shortly. Key elements can also
be viewed at the bottom of this announcement.
Annual General
Meeting
The Annual General Meeting
of the Company ("AGM") will be held at The Conrad Dublin Hotel,
Earlsfort Terrace, Dublin at
10:30am on 21
December 2023. A copy of the notice of AGM can be viewed on
the Company's website.
Further
Information:
Professor
Richard Conroy, Chairman
|
+353-1-479-6180
|
Allenby Capital Limited
(Nomad)
Nick
Athanas / Nick Harriss
|
+44-20-3328-5656
|
Peterhouse Capital Limited
(Broker)
Lucy
Williams / Duncan Vasey
|
+44-20-7469-0930
|
Lothbury Financial
Services
Michael
Padley
|
+44-20-3290-0707
|
Hall
Communications
Don
Hall
|
+353-1-660-9377
|
|
|
|
|
http://www.kareliandiamondresources.com
|
|
Chairman’s statement
Dear
Shareholder,
I have pleasure in
presenting the Company's Annual Report and Financial Statements for
the year ended 31 May
2023.
The year was one of
significant progress for the Company, both in relation to its
diamond exploration and development programme in Finland and its Nickel, Copper and Platinum
group metals exploration programme in Northern Ireland.
The Lahtojoki
Diamond Deposit
A further significant step
towards the development of the Lahtojoki diamond deposit was
achieved when the National Land Survey of Finland determined, in December 2022, the compensation to be paid by the
Company to local landowners in relation to the establishment of the
Lahtojoki mining concession area, which has been approved by TUKES
(the Finnish mining authority). The Survey’s decision was
announced on 14 December at a public meeting held in the Municipal
Hall of Tuusniemi in Finland and
the compensation amounted in total to €162,815. This compensation has been
paid, bar for two landowners who have appealed the amount to be
paid to them and a small boundary area, entitling the Company to
land possession over the entire mining concession
area.
The Lahtojoki diamond
mining project comprises a mining concession covering 71 hectares
(c.176 acres), including a kimberlite pipe with a surface area of
16 hectares (c.40 acres).
The diamond deposit at
Lahtojoki, based on sampling to date, contained high quality
colourless gem diamonds and also coloured diamonds, including pink
diamonds which are highly sought after and can command prices up to
20 times that of normal coloured diamonds. This is particularly
relevant at a time of low diamond prices.
The development of the
diamond mine at Lahtojoki will, I believe, not only bring
significant benefits to the Company, but also to the entire
surrounding Kuopio Kaavi area and when in production is
expected to be the first diamond
mine in Europe outside
Russia.
Diamond
Exploration Programme in Finland
During the year there was
significant progress made in the Company’s diamond exploration
programme in Finland. This included a detailed
high-resolution, drone based, magnetic survey carried out by
Radai Oy over the Company’s diamond
exploration licence area in the Kuhmo region, up ice of the green
diamond discovery in till by the Company previously
announced. Eighty-two flights
totalling 250km were flown.
Jeremy S. Brett
International Consulting Limited (“Brett Consulting”) was retained
by the Company to interpret the drone aeromagnetic data generated
by the survey. Mr. Brett is a senior
geophysical consultant with over 28 years of mineral exploration
experience in geophysics across a wide variety of ore deposit
settings. He has explored
extensively for kimberlites in Africa, North
America and South
America.
The geophysical
interpretation by Brett Consulting led to the identification of
over twenty kimberlite targets in the area. The targets ranged from
0.5 hectares to 4.7 hectares in size and “with a high ratio of
highly ranked targets” based on their magnetic
signature.
The interpretation by
Brett Consulting also highlighted potential underlying structural
controls to the emplacement of Kimberlite
bodies.
This data can
be applied in a wider context to the overall Kuhmo
region.
Previous work by the
Company on the Kuhmo licence area included kimberlite indicator
mineral sampling, during which the green diamond was discovered.
Further kimberlite indicator mineral sampling in the area
encountered highly anomalous kimberlite indicators, including G9
and G10 garnets, which are known indicators of diamond
prospectivity. Follow-up drilling
resulted in the discovery of a kimberlite dyke, confirming the
presence of kimberlites in the immediate area.
An extensive follow-up
programme, which includes excavating and drilling on the potential
diamondiferous kimberlite targets identified by the geophysical
interpretation and indicator till sampling, has commenced. This
includes a pitting programme over a series of more than twenty
kimberlite targets which has been completed, post
period.
Exploration for
Nickel, Copper and Platinum Group Metals in Northern Ireland
Two additional Mineral
Prospecting Licences were granted in October
2023, which will secure the Company’s land position in
relation to its exploration programme for Nickel-Copper-Platinum
mineralisation in Northern
Ireland.
The licence applications
were made following the discovery, on the Company’s KDR-1 licence
in Northern Ireland, of indicator
minerals, including anomalous amounts of chromite, forsterite
olivine and magmatic massive sulphide indicator minerals, which are
indicative of the possible presence of Nickel-Copper-Platinum
mineralisation.
The licences, KDR-2 and
KDR-3, are valid for a period of six years, cover an area of
approximately 500km2
and are
adjacent to the Company’s existing KDR-1 licence, giving an
increased total exploration area of approximately
750km2.
The Nickel-Copper-Platinum
exploration targets are based on the mafic and/or ultramafic
dyke-sill complexes in the area which are similar to those that are
known to host the world class Noril’sk Nickel-Copper-Platinum
deposit.
Ireland is already a well-established mining
area, with a world class zinc mine, Tara, and other major zinc/lead
discoveries in the Lower Carboniferous limestones, together with a
series of significant orogenic gold discoveries in both
Northern Ireland and the
Republic of
Ireland.
The exploration programme
for Nickel, Copper and Platinum Group Metals is an exciting new
development for the Company with positive results from a stream
sediment sampling programme duly announced in October 2023.
Environmental,
Social and Governance Issues
Great emphasis is placed
by the Company on environmental, social and governance
issues. The Company is committed
to high standards of corporate governance and integrity in all its
activities and operations, including rigorous health and safety
compliance, environmental consciousness and the promotion of a
culture of good ethical values and behaviour.
Financials
The loss after taxation from
continuing operations for the financial year ended 31 May 2023 was €291,467 (31 May 2022: profit of €13,593) and the net
assets of the Company at 31 May 2023
were €9,786,074 (31 May 2022:
€9,480,803).
During the
year there was a fundraising, debt capitalisation and creditor
conversion totalling £250,000 at 2.5
pence per share together with a convertible loan of
£112,500, convertible at 5 pence per
share.
Post year end
a further fundraising of £250,000 at 2.5
pence per share was also concluded.
Directors and
Staff
I would like to express my
very deep appreciation of the support and dedication of directors,
staff, and consultants which has made possible the continued
progress and success which the Company has achieved.
Outlook
I look forward to
continued success for the Company both in diamond exploration and
development in Finland and in
nickel, copper and platinum group metals exploration in
Ireland.
Professor
Richard
Conroy
Chairman
28
November 2023
Extract from the Independent Auditor's
Report
The following section is
extracted from the Independent Auditor's Report but shareholders
should read in full the Independent Auditor's Report contained in
the Annual Report.
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 in the financial statements, which indicates that as at
31 May 2023 the company had net
current liabilities of €1,241,046.
As stated in Note 1, these
events or conditions indicate that a material uncertainty exists
that may cast significant doubt on the 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 company’s ability to continue to adopt
the going concern basis of accounting included:
-
obtaining an understanding
of the company’s relevant controls over the preparation of cash
flow forecasts and approval of the projections and assumptions used
in cash flow forecasts to support the going concern
assumption;
-
assessing the design and
determining the implementation of these relevant
controls;
-
evaluating directors’
plans and their feasibility by agreeing the inputs used in the cash
flow forecast to expenditure commitments and other supporting
documentation;
-
challenging the
reasonableness of the assumptions applied by the directors in their
going concern assessment;
-
obtaining confirmations
received by the company from the directors and former directors
evidencing that they will not seek repayment of amounts owed to
them by the company within 12 months of the date of approval of the
financial statements, unless the company has sufficient funds to
repay;
-
assessing the mechanical
accuracy of the cash flow forecast model; and
-
assessing the adequacy of
the disclosures made in the financial
statements.
Statement of profit or
loss
as at 31 May
2023
|
2023
|
|
|
2022
|
|
€
|
|
|
€
|
|
|
|
|
|
Continuing
operations
|
|
|
|
|
Operating
expenses
|
(297,386)
|
|
|
(369,019)
|
Movement in fair value of
warrants
|
9,565
|
|
|
389,904
|
|
|
|
|
|
(Loss)/profit
before finance costs and taxation
|
(287,821)
|
|
|
20,885
|
|
|
|
|
|
Interest
expense
|
(3,646)
|
|
|
(7,292)
|
|
|
|
|
|
Net finance
costs
|
(3,646)
|
|
|
(7,292)
|
|
|
|
|
|
(Loss)/profit
before taxation
|
(291,467)
|
|
|
13,593
|
|
|
|
|
|
Income tax
expense
|
-
|
|
|
-
|
|
|
|
|
|
(Loss)/profit for
the financial year
|
(291,467)
|
|
|
13,593
|
|
|
|
|
|
(Loss)/ earnings per
share
|
|
|
|
|
Basic and diluted
(loss)/earnings per share
|
(0.0038)
|
|
|
0.0002
|
|
|
|
|
|
The total (loss)/profit
for the financial year is entirely attributable to equity holders
of the Company.
Statement of comprehensive
income
as at 31 May
2023
|
2023
|
|
|
2022
|
|
€
|
|
|
€
|
|
|
|
|
|
(Loss)/profit for
the financial year
|
(291,467)
|
|
|
13,593
|
|
|
|
|
|
Income recognised
in other comprehensive income
|
-
|
|
|
-
|
|
|
|
|
|
Total
comprehensive (loss)/profit for the financial
year
|
(291,467)
|
|
|
13,593
|
The total comprehensive
(loss)/profit for the financial year is entirely attributable to
equity holders of the Company.
Statement of financial
position
as at 31 May
2023
|
31
May
|
|
31 May
|
|
|
2023
|
|
2022
|
|
|
€
|
|
€
|
|
Assets
|
|
|
|
|
Non-current
assets
|
|
|
|
|
Intangible
assets
|
11,265,894
|
|
10,910,931
|
|
Total non-current
assets
|
11,265,894
|
|
10,910,931
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
Cash and cash
equivalents
|
116,038
|
|
117,868
|
|
Other
receivables
|
79,003
|
|
60,178
|
|
Total current
assets
|
195,041
|
|
178,046
|
|
|
|
|
|
|
Total
assets
|
11,460,935
|
|
11,088,977
|
|
|
|
|
|
|
Equity
|
|
|
|
|
Capital and
reserves
|
|
|
|
|
Share capital presented as
equity
|
3,200,882
|
|
3,191,807
|
|
Share
premium
|
10,546,844
|
|
9,959,181
|
|
Share-based payments
reserve
|
450,658
|
|
450,658
|
|
Retained
deficit
|
(4,412,310)
|
|
(4,120,843)
|
|
Total
equity
|
9,786,074
|
|
9,480,803
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
Derivative
liability
|
10,304
|
|
146
|
|
Convertible
loan
|
119,246
|
|
-
|
|
Warrant
liabilities
|
109,224
|
|
-
|
|
Total non-current
liabilities
|
238,774
|
|
146
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Trade and other
payables
|
1,436,087
|
|
1,441,238
|
|
Convertible
loan
|
-
|
|
166,790
|
|
Total current
liabilities
|
1,436,087
|
|
1,608,028
|
|
|
|
|
|
|
Total
liabilities
|
1,664,859
|
|
1,608,174
|
|
|
|
|
|
|
Total equity and
liabilities
|
11,460,935
|
|
11,088,977
|
|
The financial statements
were approved by the Board of Directors on 27 November 2023 and authorised for issue on
28 November 2023.
Statement of changes in
equity
for the financial year ended 31
May 2023
|
Share
capital
|
Share
premium
|
Share-based
payment reserve
|
Retained
deficit
|
Total
equity
|
|
€
|
€
|
€
|
€
|
€
|
Balance at 1 June
2022
|
3,191,807
|
9,959,181
|
450,658
|
(4,120,843)
|
9,480,803
|
Share
issue
|
9,075
|
610,824
|
-
|
-
|
619,899
|
Share issue
costs
|
-
|
(23,161)
|
-
|
-
|
(23,161)
|
Share-based
payments
|
-
|
-
|
-
|
-
|
-
|
(Loss) for the
financial year
|
-
|
-
|
-
|
(291,467)
|
(291,467)
|
Balance at 31 May
2023
|
3,200,882
|
10,546,844
|
450,658
|
(4,412,310)
|
9,786,074
|
|
|
|
|
|
|
Balance at 1 June
2021
|
3,191,807
|
9,959,181
|
450,058
|
(4,105,780)
|
9,495,866
|
Share issue
costs
|
-
|
-
|
-
|
(28,656)
|
(28,656)
|
Profit for the
financial year
|
-
|
-
|
-
|
13,593
|
13,593
|
Balance at 31 May
2022
|
3,191,807
|
9,959,181
|
450,658
|
(4,120,843)
|
9,480,803
|
|
|
|
|
|
|
Statement of cash
flows
for the financial year ended 31
May 2023
|
2023
|
|
|
2022
|
|
€
|
|
|
€
|
Cash flows from
operating activities
|
|
|
|
|
(Loss)/profit for the
financial year
|
(291,467)
|
|
|
13,593
|
Adjustments
for:
|
|
|
|
|
Movement in fair value of
warrants
|
109,224
|
|
|
(389,904)
|
Interest
expense
|
3,646
|
|
|
7,292
|
|
(178,597)
|
|
|
(369,019)
|
|
|
|
|
|
Increase in trade and
other payables
|
1,361
|
|
|
75,340
|
(Increase) in other
receivables
|
(18,825)
|
|
|
(11,872)
|
Advances/(repayment to)
from Conroy Gold and Natural Resources P.L.C.
|
119,246
|
|
|
(70,000)
|
Net cash used in
operating activities
|
(76,815)
|
|
|
(375,550)
|
|
|
|
|
|
Cash flows from
investing activities
|
|
|
|
|
Investment in exploration
and evaluation
|
(354,963)
|
|
|
(144,355)
|
Net cash used in
investing activities
|
(354,963)
|
|
|
(144,355)
|
|
|
|
|
|
Cash flows from
financing activities
|
|
|
|
|
Issue of share
capital
|
453,109
|
|
|
604,651
|
Share issue
costs
|
(23,161)
|
|
|
(28,656)
|
Net cash provided
by financing activities
|
429,948
|
|
|
575,995
|
|
|
|
|
|
(Decrease)/Increase
in cash and cash equivalents
|
(1,830)
|
|
|
56,090
|
Cash and cash
equivalents at beginning of financial
year
|
117,868
|
|
|
61,778
|
Cash and cash
equivalents at end of financial year
|
116,038
|
|
|
117,868
|
1
Accounting
policies
Reporting
entity
Karelian Diamond Resources
P.L.C. (the “Company”) is a company domiciled in Ireland. The Company is a public limited
company incorporated in Ireland
under registration number 382499. The registered office is located
at 3300 Lake Drive, Citywest Business Campus, Dublin 24, D24 TD21, Ireland.
The principal activity of
the Company during the financial year is a mineral exploration and
development company.
Basis of
preparation
The financial statements
are presented in euro (“€”). The € is the functional currency of
the Company. The financial statements are prepared under the
historical cost basis except for derivative financial instruments
which, if any, 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 significant judgements are
disclosed in the accounting policies.
The financial statements
were authorised for issue by the Board of Directors on 28 November 2023.
Going
concern
The Company recorded a
loss of €291,467 (31 May 2022: profit
of €13,593) for the financial year ended 31
May 2023. The Company had net assets of €9,786,074
(31 May 2022: €9,480,803) at that
date. The Company had net current liabilities of €1,241,046
(31 May 2022: net current liabilities
of €1,429,982) at the statement of financial position
date.
The Directors, Professor
Richard Conroy, Séamus P.
FitzPatrick, Maureen T.A. Jones, Dr.
Sorċa Conroy, Brendan McMorrow,
Howard Bird and former Director
James P. Jones, have confirmed that
they will not seek repayment of amounts owed to them by the Company
of €1,291,969 (31 May 2022:
€1,106,970) within 12 months of the date of approval of the
financial statements, unless the Company has sufficient funds to
repay.
The Board of Directors
have considered carefully the financial position of the Company and
in that context, have prepared and reviewed cash flow forecasts for
the period to 30 November 2024. As
set out further in the Chairman’s statement, the Company expects to
incur capital expenditure in 2023 and 2024, consistent with its
strategy as an exploration company. The Directors recognise that
net current liabilities of €1,241,046 (31
May 2022: €1,429,982) is a material uncertainty 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. In reviewing the proposed work programme for exploration
and evaluation assets and, the results obtained from the
exploration programme and the prospects for raising additional
funds as required, the Board of Directors are satisfied that it is
appropriate to prepare the financial statements on a going concern
basis.
The financial statements
do not include any adjustments to the carrying value and
classification of assets and liabilities that would arise if the
Company was unable to continue as going concern.
Statement of
compliance
The Company’s financial
statements have been prepared in accordance with IFRS as adopted by
the European Union (“EU”) and the requirements of the Companies Act
2014.
Recent accounting
pronouncements
(i)
New
and amended standards adopted by the
Company
The Company has adopted
the following amendments to standards for the first time for its
annual reporting year commencing 1 June
2022:
-
IFRS 4 amendments
regarding the expiry date of the deferral approach – Effective date
1 January 2023;
-
IAS 8 amendments regarding
the definition of accounting estimates – Effective date
1 January 2023;
-
IAS 1 amendments regarding
the disclosure of accounting policies - Effective date
1 January 2023;
-
IFRS 17 Insurance
contracts – Effective date deferred to 1
January 2023.
-
Amendment to IFRS 16 about
providing lessees with an extension of one year to exemption from
assessing whether a COVID-19-related rent concession is a lease
modification – Effective date 1 April
2021;
-
IFRS 3 amendments updating
a reference to the Conceptual Framework – Effective date
1 January 2022;
-
IAS 37 amendments
regarding the costs to include when assessing whether a contract is
onerous – Effective date 1 January
2022.
-
IFRS 1 amendments
resulting from Annual Improvements to IFRS Standards 2018–2020
(subsidiary as a first-time adopter) – Effective date 1 January 2022; and
-
IFRS 9 amendments
resulting from Annual Improvements to IFRS Standards 2018–2020
(fees in the ‘’10 per cent’’ test for derecognition of financial
liabilities) – Effective date 1 January
2022;
The adoption of the above
amendments to standards had no significant impact on the financial
statements of the Company either due to being not applicable or
immaterial.
(ii)
New
standards and interpretations not yet adopted by the
Company
Certain new accounting
standards and interpretations have been published that are not
mandatory for 31 May 2023 reporting
periods and have not been early adopted by the
Company.
The following new
standards and amendments to standards have been issued by the
International Accounting Standards Board but have not yet been
endorsed by the EU, accordingly, none of these standards have
been
applied in the
current year. The Board of Directors is currently assessing whether
these standards once endorsed by the EU will have any impact on the
financial statements of the Company.
-
Amendments to IFRS 10 and
IAS 28: Sale or contribution of assets between an investor and its
associate or joint venture – Postponed
indefinitely;
-
Amendments to IFRS 16
Leases: Lease liability in a sale and leaseback – Effective date
1 January 2024;
and
-
Amendments to IAS 1
Presentation of Financial Statements: Classification of liabilities
as current or non-current – Effective
date 1 January
2024.
2 (Loss)/profit
per share
Basic (loss)/profit
per share
|
|
|
|
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
€
|
|
€
|
|
(Loss)/profit for
the year attributable to equity holders of the
Company
|
|
|
(291,467)
|
|
13,593
|
|
|
|
|
|
|
|
|
Number of ordinary shares
at start of the financial year
|
|
|
68,542,749
|
|
68,542,749
|
|
Number of ordinary shares
issued during the financial year
|
|
|
25,950,000
|
|
|
|
Number of ordinary shares
at end of the financial year
|
|
|
94,492,749
|
|
68,542,749
|
|
|
|
|
|
|
|
|
Weighted average number of
ordinary shares for the purposes of basic and diluted loss per
share
|
|
|
76,460,146
|
|
68,542,749
|
|
|
|
|
|
|
|
Basic and diluted
(loss)/profit per ordinary share
|
|
|
(0.0038)
|
|
0.0002
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted (loss)/profit
per share
The effect of share
options and warrants is anti-dilutive.
3 Intangible
assets
Exploration and
evaluation assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
May
|
|
31 May
|
|
|
Cost
|
|
|
2023
|
|
2022
|
|
|
|
|
|
€
|
|
€
|
|
|
At 1
June
|
|
|
10,910,931
|
|
10,766,576
|
|
|
Expenditure during the
financial year:
|
|
|
|
|
|
|
|
-
Licence and appraisal
costs
|
|
|
269,314
|
|
10,114
|
|
|
-
Other
operating expenses (Note 2)
|
|
|
85,649
|
|
134,241
|
|
|
At 31
May
|
|
|
11,265,894
|
|
10,910,931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration and evaluation
assets relate to expenditure incurred in the development of mineral
exploration opportunities. These assets are carried
at historical cost and have been assessed for impairment in
particular with regard to the requirements of IFRS 6:
Exploration for and
Evaluation of Mineral Resources relating to remaining
licence or claim terms, likelihood of renewal, likelihood of
further expenditure, possible discontinuation of activities as a
result of specific claims and available data which may suggest that
the recoverable value of an exploration and evaluation asset is
less than its carrying amount.
The Board of Directors
have considered the proposed work programmes for the underlying
mineral resources. They are satisfied that there are no indications
of impairment.
The Board of Directors
note that the realisation of the intangible assets is dependent on
further successful development and ultimate production of the
mineral resources and the availability of sufficient finance to
bring the resources to economic maturity and
profitability.
4 Cash
and cash equivalents
|
|
|
|
31
May
2023
|
|
31 May
2022
|
|
|
|
|
€
|
|
€
|
Cash held in bank
accounts
|
|
|
|
116,038
|
|
117,868
|
|
|
|
|
116,038
|
|
117,868
|
During the year ended
31 May 2022, four new Nordea Bank accounts were opened for the purpose
of holding collateral deposits related to the Finnish licenses. As
at 31 May 2023, a total amount of
€24,500 (31 May 2022: €24,500)
relates to these collateral deposits and are treated as restricted
cash balances.
5 Non-current
liabilities
Warrant
liabilities
During the year ended
31 May 2023, 18,500,000 warrants were
issued with a sterling exercise price and expiry of between 18 and
24 months. No new warrants were issued in the prior year. The fair
value amount at grant date was valued using the Black Scholes Model
and recorded as warrant liabilities. At 31
May 2023, the warrants in issue were fair valued with the
movement in fair value being recorded in the statement of profit or
loss . See Note 15 for further details.
Convertible
loan
On 26 May 2023, the Company entered into a
convertible loan note agreement for a total amount of €129,550
(£112,500) with Conroy Gold and
Natural Resources P.L.C. which is both a shareholder in the company
and has a number of other connections as noted in Note 15. The
convertible loan note is unsecured, has a term of 18 months and
attracts interest at a rate of 5% per annum which is payable on the
maturity or conversion of the convertible loan. The conversion
price is 5 pence. The shareholder has
the right to seek conversion of the principal amount outstanding on
the convertible loan note and all interest accrued at any time
during the term.
The amount of €10,304
relates to derivative liability attached to the total convertible
loan note above and the net amount of €119,246 is recorded as the
value of the convertible loan at 31 May
2023. As the loan note was entered close to the year end, no
interest was accrued due to it being immaterial.
The convertible loan
amounted to €129,550 at 31 May 2023
and is classified as a non-current liability.
|
|
|
|
31
May
2023
|
|
31 May
2022
|
|
|
|
|
€
|
|
€
|
Opening
Balance
|
|
|
|
-
|
|
-
|
Interest
payable
|
|
|
|
-
|
|
-
|
Derivative
liability
|
|
|
|
10,304
|
|
-
|
Convertible
loan
|
|
|
|
119,246
|
|
-
|
|
|
|
|
129,550
|
|
-
|
6
Current
liabilities
Trade and other
payables
|
|
|
|
31
May
2023
|
|
31 May
2022
|
|
|
|
|
€
|
|
€
|
Accrued Directors’
remuneration
|
|
|
|
|
|
|
Fees and other
emoluments
|
|
|
|
1,028,718
|
|
843,720
|
Pension
contributions
|
|
|
|
263,250
|
|
263,250
|
Amount due to related
party (see note 14 (b))
|
|
|
|
5,023
|
|
199,806
|
Other creditors and
accruals
|
|
|
|
139,096
|
|
134,462
|
|
|
|
|
1,436,087
|
|
1,441,238
|
As at 31 May 2023, director fees amounting to €44,167
(31 May 2022: €34,167) due to
Brendan McMorrow are included in
Fees and other emoluments. As at 31 May
2023, an amount of €NIL (31 May
2022: €2,500) payable to Brendan
McMorrow for other services rendered by him is included in
other creditors and accruals.
It is the Company’s
practice to agree terms of transactions, including payment terms
with suppliers. It is the Company’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.
Convertible
loan
On 10 December 2019, the Company entered into a
convertible loan note agreement for a total amount of €145,829
(£120,000) with one of its shareholders. The total amount
outstanding as at 31 May 2022
including accrued interest was €166,790. This agreement was varied
in December 2022 and the loan note
holder exercised their conversion rights to convert the loan and
all accrued interest (totalling £138,000) into 3,450,000 new
ordinary shares in the company on 20
December 2022.
|
|
|
|
31
May
2023
|
|
31 May
2022
|
|
|
|
|
€
|
|
€
|
Opening
Balance
|
|
|
|
166,790
|
|
159,498
|
Interest
payable
|
|
|
|
3,646
|
|
7,292
|
Conversion to ordinary
equity
|
|
|
|
(170,436)
|
|
-
|
|
|
|
|
-
|
|
166,790
|
7 Commitments
and contingencies
At 31 May 2023, there were no capital commitments or
contingent liabilities (31 May 2022:
€Nil) recognised at the balance sheet date. Should the Company
decide to further develop the Lahtojoki project, an amount of
€40,000 is payable by the Company to the vendors of the Lahtojoki
mining concession.
8 Related
party transactions
(a)The Company shares
office accommodation with Conroy
Gold and Natural Resources P.L.C. which has certain common
Directors and shareholders. For the financial year ended
31 May 2023, Conroy Gold and Natural Resources P.L.C.
incurred costs totalling €46,178 (31 May
2022: €100,313) on behalf of the Company. These costs were
recharged to the Company by Conroy
Gold and Natural Resources P.L.C.
These costs are analysed
as follows:
|
|
|
2023
|
|
2022
|
|
|
|
€
|
|
€
|
Office
salaries
|
|
|
25,558
|
|
72,469
|
Rent and
rates
|
|
|
10,145
|
|
15,850
|
Other operating
expenses
|
|
|
10,475
|
|
11,994
|
|
|
|
46,178
|
|
100,313
|
(b)
At
31 May 2023, the Company owed €5,023
to Conroy Gold and Natural Resources
P.L.C. (31 May 2022: €199,806 owed
to). Amounts owed to Conroy Gold and
Natural Resources P.L.C. were included within trade and other
payables during the current year. During the financial year ended
31 May 2023, the Company received
€32,500 from (31 May 2022: €70,000
was paid to) Conroy Gold and Natural
Resources P.L.C. During the financial year ended 31 May 2023, the Company was charged €46,178
(31 May 2022: €100,313) by
Conroy Gold and
Natural Resources P.L.C. in
respect of the allocation of certain costs as detailed in Note
15(a). In May 2023, Conroy Gold and Natural Resources P.L.C.
converted amounts owing to it equivalent to €143,943 (£125,000)
into ordinary equity as detailed as part of the “share issue (b)”
detailed in Note 12 and a further €129,550 (£112,500) into a
convertible loan instrument as detailed in Note
10.
(c)
At 31 May
2023, Brendan McMorrow was owed €44,167 (31 May 2022: €34,167) in
respect of his services as a director. He invoiced the company an
amount of €9,000 (31 May 2022: €2,500) during the year for other
services rendered of which €Nil (31 May 2022: €2,500) was
outstanding at 31 May 2023. These amounts are included in the trade
and other payables balance in the statement of financial
position.
(d)
Key management
personnel are considered to be the Board of Directors and other key
management. The compensation of all
key management personnel during the year was €199,824 (2022:
€185,000). Further analysis of
remuneration for each Director of the Company is set out in note
2.
(e)
Details of
share capital transactions with the Directors are disclosed in the
Directors’ Report.
(f)
Apart from
Directors’ remuneration (detailed in Note 2 and Note 4), loans from
two shareholders (who are also Directors which is detailed in Note
12), convertible loan from a shareholder (which is detailed in Note
11) and share capital transactions (which are detailed within the
Directors’ Report), there have been no contracts or arrangements
entered into during the financial year in which a Director of the
Company had a material interest.
9
Post
balance sheet events
Post year end the Company
announced the completion of a stream sampling programme in Northern
Ireland where subsequent indicator
mineral and microprobe analysis results confirmed the prospectivity
of the Company's licence area for nickel, copper and platinum group
metals.
The Company also announced
that it has completed a pitting programme over a series of more
than twenty kimberlite target locations in the Kuhmo region of
Finland.
The resulting
glacial till samples have been sent for kimperlite indicator
mineral testing.
The Company also raised
funds of £250,000 in October 2023 (including £100,000 from Board
members) with a view to carrying out follow up exploration in
Northern Ireland and to continue its ongoing work in
Finland.
There were no further
important events to note post year end.
10
Approval of the
audited financial statements for the financial year ended 31 May
2023
These audited financial
statements were approved by the Board of Directors on 27 November
2023 and authorised for issue on 28 November 2023. A copy of the
audited financial statements will be available on the Company’s
website www.kareliandiamondresources.com
and will be
available from the Company’s registered office at 3300 Lake Drive,
Citywest Business Campus, Dublin 24, D24 TD21,
Ireland.