| Company Name | Conroy Gold and Natural Resources plc |
| Legal Status | Public limited company |
| Country of Incorporation | Ireland |
| Company Registration Number | 232059 |
| Primary Listing | AIM Market of the London Stock Exchange |
| Ticker Symbol | CGNR |
| Registered Office | Shannon Airport House, Shannon Free Zone, Shannon, County Clare, V14 E370, Ireland |
| Nature of Business | Gold exploration and development company focused primarily on district-scale gold systems in Ireland |
| Main Country of Operation | Ireland |
| Company Secretary | Cathal Jones |
The registered office serves as the company's formal legal address for statutory correspondence and regulatory filings. The company holds 100% ownership of prospecting licences covering in excess of 1,000 square kilometres over two major structural gold trends within the Longford-Down Massif in Ireland.
The Board comprises individuals with backgrounds in geology and mineral exploration, public markets, corporate finance and resource project development.
John Sherman has over 25 years of public markets investment experience as an equity analyst at J.P. Morgan Securities in New York and T. Rowe Price Group in London and Baltimore, covering diverse businesses and sectors across Europe, North America and Asia. His most recent assignments at T. Rowe Price included generalist coverage of Canadian companies, sector analysis of the European chemical industry and membership of the firm's proxy voting policy committee. He holds an honours degree in international economics from Georgetown University's School of Foreign Service and an MBA from Stanford University.
Maureen Jones has over twenty years of senior level experience in the natural resource sector. Managing Director of Conroy Gold since 1998 and a founding director of the company, she also serves as a director of Karelian Diamond Resources. She joined Conroy Petroleum and Natural Resources at its foundation in 1980, serving as a director and board member of Conroy Petroleum / ARCON from 1986 to 1994. With a medical background, Miss Jones specialised in the radiographic aspects of nuclear medicine and later managed International Medical Corporation in the 1970s.
Brendan McMorrow has over 25 years of senior finance experience across listed oil and gas and base metal mining companies in London, Toronto and Dublin. Most recently, he was CFO of Circle Oil plc from 2005 to 2015, an AIM oil and gas company active in North Africa and the Middle East. Prior to Circle Oil, he was CFO of Ivernia Inc, a TSX-listed miner that brought the Paroo Station lead mine in Western Australia into production, and Group Finance Manager of Ivernia West plc, which produced the world-class Lisheen zinc mine in Ireland. He is a Fellow of the Chartered Association of Certified Accountants.
Howard Bird is a Professional Geoscientist with over 30 years of junior and senior mining exploration, development and production experience, including 15 years at senior executive level. As Senior Vice President of Exploration and Geology at TSX-listed Brigus Gold Corp., he led the team that discovered three new gold deposits at the Grey Fox Project. Before Brigus, he was Senior Vice President of Exploration for SouthernEra Diamonds Ltd., building solid experience across Canada, Australia, Brazil, South Africa and Angola, with involvement in kimberlite discoveries in the Canadian Northwest Territories.
Garth Earls is a Consulting Economic Geologist and Professor in the Department of Geology at University College Cork. He has served as Board Member and Managing Director of both AIM and TSX-listed companies, working globally on a wide range of gold and base metal projects across several jurisdictions. In the 1980s, he was part of the team that discovered the Curraghinalt gold deposit in County Tyrone, widely regarded as one of Europe's highest-grade gold resources. He is a former Director of the Geological Survey of Northern Ireland and former Chairman of the Royal Irish Academy's Geosciences Committee.
Cathal Jones qualified as a chartered accountant with PwC in 1999 and spent over 15 years in accountancy practice before joining Deloitte in 2002 as a Corporate Finance Director, advising primarily in natural resources and renewable energy. He joined Ardilaun Energy Limited in 2014 as Finance Director and is a founding director of Dunraven Resources plc. He has worked with Conroy Gold in a consultancy capacity on financial statements and corporate finance matters. He serves as the Company Secretary. He holds a degree in Law and Accounting from the University of Limerick and is a Fellow of the Institute of Chartered Accountants in Ireland.
The Board comprises six Directors: two executive (Managing Director, Finance Director) and four non-executive (Chairman plus three independent Non-Executive Directors). This structure ensures a balance of skills, experience and independent oversight appropriate for the Company's stage of development.
| Committee | Chair | Members |
|---|---|---|
| Audit Committee | Brendan McMorrow | Brendan McMorrow, Professor Garth Earls |
| Remuneration Committee | To be confirmed | Brendan McMorrow, Professor Garth Earls |
| Executive Committee | To be confirmed | Maureen Jones, Howard Bird, Cathal Jones |
Committee chairs to be confirmed. Committee membership as provided by the company.
Conroy Gold states compliance with the QCA Corporate Governance Code, which is commonly adopted by AIM-listed companies. The governance framework is structured around the following core principles:
The Board is responsible for defining strategy aimed at sustainable long-term growth through mineral exploration and development.
The Board monitors geological, operational, financial and regulatory risks including exploration risk, funding and capital market risk, regulatory and permitting risk, and operational execution risk.
The Board comprises six Directors: two executive and four non-executive, of whom three are independent. This balance ensures effective oversight and challenge from Directors who bring diverse expertise across finance, geology and mining operations.
The Company operates within established corporate governance standards applicable to AIM-listed entities.
Review of financial reporting integrity, internal controls and relationship with external auditors.
Oversight of executive remuneration structures and incentive arrangements.
Oversight of operational management and execution of board strategy on a day-to-day basis.
The Board has adopted and applies the principles of best practice as set out in the QCA Corporate Governance Code 2023. The following disclosure addresses each of the ten principles. Last updated 14 November 2025.
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. Its strategy to achieve this is to explore in politically stable and geographically attractive countries such as Ireland and Finland.
To accomplish its strategy, the Company employs experienced individuals with a track record of success of discovering world class ore bodies together with suitably qualified technical personnel and consultants, experienced drilling and geophysical and other contractors, and uses accredited international laboratories and technology to interpret assay and other technical results. Additionally, the Company ensures as far as possible to obtain adequate working capital to carry out its work obligations and commitments.
By co-ordinating all of the above this should result in a satisfactory return and value for shareholders. A statement in accordance with Principle 1 is included in the annual report and accounts for the year to 31 May 2024.
The Board is committed to high standards of corporate governance and integrity in all of its activities and operations and promotes a culture of good ethical values and behaviour. The Group conducts its business with integrity, honesty and fairness and requires its 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.
The Chairman of the Board regularly monitors and reviews the Group's ethical standards and cultural environment and where necessary takes appropriate action to ensure proper standards are maintained. The Group is fully committed to complying with all relevant health, safety and environment rules and regulations as these apply to its operations.
Primary responsibility for effective communication with shareholders lies with the Chairman and Managing Director; however, all Directors are available to meet with shareholders at the annual general meeting. The Company gives high priority to shareholders' needs and expectations by means of a comprehensive investor relations programme.
This is achieved through publications such as the Annual and Interim Reports, News Releases and the Company's website, www.conroygold.com. Extensive information about the Company and its activities is given on the Company's website and in the Annual Report and Consolidated Financial Statements. Notifiable items are issued to the market on a timely basis through a Regulatory Information Service and, in addition, corporate information is regularly updated on the Company's website.
The Chairman, Managing Director and the Finance Director are active in meeting with private investors from time to time, and engage in regular dialogue with the Company's broker with a view to gauging shareholder sentiment and how successful the Company has been in communicating with shareholders.
The Board regards the Annual General Meeting of the Company as an important opportunity for shareholders, Directors and management to meet, exchange views and discuss the progress of the Company. Shareholders are encouraged to attend for these purposes. The Board encourages constructive feedback from its shareholders on their needs and expectations for the Company through the question and answer sessions at its annual general meeting.
The Company is very much aware of its corporate social responsibilities and their implications for both short-term and long-term success. The Board identifies a number of stakeholder groups with which it has established an effective working relationship, including employees, suppliers, communities and regulatory bodies.
In relation to its exploration activities and in particular its drilling operations, the Company works to minimise the impact these operations have on the local environment and ensures that it is in full compliance with all relevant health, safety and environmental laws and regulations.
The Company has an open and compliant approach to its dealings with the regulators concerned with the admission of the Company's shares to trading on the AIM Market. The Board seeks to identify suppliers that provide the right balance of capabilities and cost and are identified purely on an arms-length commercial basis. The Board recognises that as it develops, there will be wider stakeholder and social responsibilities which will have to be taken into account, in particular in relation to the communities in which it becomes active. Any stakeholder may contact the Company at info@conroygold.com.
The Board is responsible for ensuring that an effective risk management and internal control system is in place and for reviewing its effectiveness on an ongoing basis. Its purpose in relation to risk management is to both manage and mitigate risk, while in relation to internal controls its purpose is to safeguard shareholders' investments and the Group assets.
Details of the Company's risk management objectives, policies and processes are set out in detail in the Group's annual report and consolidated financial statements for the year ended 31 May 2024, providing further details on general industry risk and the main components applicable to the Company and how it impacts on operations.
The Board, along with senior management and the Audit Committee, reviews and evaluates both internal controls and risk management on an ongoing basis. The Board intends to keep its risk control procedures under constant review, particularly with regard to the need to embed internal control and risk management procedures further into the operations of the business.
The Board of the Company currently comprises two Executive Directors and four Non-Executive Directors. The Board is responsible to its shareholders for the overall management of the Group and meets at least six times a year to deal with matters including the Group's strategy, trading and capital budgets, approval of financial statements, major capital expenditure and risk management policies.
There is an agreed procedure for Directors to take independent legal advice. The Company Secretary is responsible for ensuring that the Board of Directors' procedures are followed, and all Directors have direct access to the Company Secretary. All Directors receive regular and timely reports and information in advance of board meetings.
Three of the Non-Executive Directors, Howard Bird, Garth Earls and Brendan McMorrow, are regarded as independent and have no material interest in the Group. Non-executive directors are expected to spend a minimum of one day a month on company activities in addition to preparation for and attendance at board and sub-committee meetings.
The Company notes that Principle 6 of the 2023 QCA Code states that shareholders should be given the opportunity to vote annually on the (re-)election of all individual directors to the Board. The Board is committed to complying with this element going forward, and from the financial years ending 31 May 2026 onwards, the Company will put all Directors up for re-election at the Company's annual general meeting.
The Chairman is responsible for overseeing the running of the Board, ensuring strategic focus and compliance with good corporate governance and practice. The Managing Director is responsible for implementing Board strategy and overseeing the management of the Company on a day-to-day basis. The Company Secretary is responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with.
The Company has an Audit Committee with two independent directors as the members. The Company also has both a Remuneration and Executive Committee. Any board or senior management appointments are identified and managed by the whole Board. The Board believes this is the most appropriate approach for a company of this size.
The current Non-Executive Directors have a wide range of financial and technical skills based on both qualifications and experience, including significant fundraisings, financial management, technical expertise and the discovery and bringing into production of operating mines.
The Company proposes to keep its systems and controls under review to ensure compliance with best practice, while also having regard to its size and the resources available.
The Board, through its Chairman, evaluates its ongoing performance based on the requirements of the business and corporate governance standards. The Company has an annual process for evaluating the effectiveness of the Board and Directors' performance, including the use of internal reviews and periodic external facilitation.
Director performance is measured by way of such matters as:
All Directors other than the Chairman and Managing Director must stand for reappointment by shareholders in accordance with the Company's Articles of Association. The Company's approach to succession planning is to consider appropriate talented individuals on an ongoing basis with the objective of from time to time inviting such individuals to join the Board.
The Company, having regard to the terms and conditions of both existing and new employees, seeks to ensure that all employees are properly rewarded and motivated to perform their duties in the best interests of the company and ultimately shareholders in both the short and long term.
The Board has established a Remuneration Committee comprising Brendan McMorrow and Garth Earls, which is tasked with monitoring the adequacy of the remuneration policy. In addition, the Company takes into consideration the practices of other companies of similar size and scope.
The Company gives high priority to communication with both shareholders and all other stakeholder groups. This is achieved through publications such as the annual and interim report, news releases and the company's website, which is regularly updated.
The Company encourages shareholders to attend the Annual General Meeting to meet, exchange views and discuss the progress of the Group. The Directors are available after the conclusion of the formal business of the AGM to meet, listen to shareholders and discuss any relevant matters arising.
The Company's website is regularly updated to include the latest and historical annual and half-yearly reports and announcements, as are notices of general meetings for the last five years. The results of general meetings are published on an ongoing basis.
The company maintains an archive of all regulatory announcements, including RNS releases, exploration updates, financial results, placing announcements and corporate developments. This ensures equal information access to the market.
Regulatory announcements are published via the Regulatory News Service (RNS) operated by the London Stock Exchange. All CGNR announcements can be viewed on the LSE website.
The following financial documents are required to be accessible under AIM Rule 26. They include the statement of financial position, income statement, cash flow statement, notes to accounts and the auditor's report.
| Role | Adviser |
|---|---|
| Nominated Adviser (Nomad) | Allenby Capital Limited, 5 St Helen's Place, London EC3A 6AB |
| Broker | Hybridan LLP, Birchin Court, 20 Birchin Lane, London EC3V 9DU |
| Auditors | Deloitte Ireland LLP, Deloitte & Touche House, Charlotte Quay, Limerick |
| Legal Advisers | William Fry Solicitors, 2 Grand Canal Square, Dublin 2, D02 A342 |
| Legal Advisers (Finland) | Roschier Attorneys Ltd., Kasarmikatu 21 A, 00130 Helsinki, Finland |
| Registrars | Avenir Registrars (IE) Limited, Unit 6D1, The Aran Centre, Blessington, Co. Wicklow, W91 WT02 |
| Company Secretary | Cathal Jones |
The following documents define shareholder rights, director powers, voting procedures and the corporate governance structure:
| Country of Incorporation | Ireland |
| Main Country of Operation | Ireland (also holds exploration licences in Finland) |
| Exchange Traded | AIM, London Stock Exchange |
| Applicable Law | Irish mineral licensing laws, environmental regulation, AIM listing rules (UK), Irish company law |
| Takeover Code | The company is not subject to the City Code on Takeovers and Mergers but is subject to the relevant takeover rules of the Irish Takeover Panel, which is the competent authority in Ireland implementing the Directive on Takeover Bids (2004/25/EC) |
This website functions as the central public disclosure platform for investors in compliance with AIM Rule 26. The information contained herein is reviewed periodically to ensure it remains current and accurate.