Debt conversion and extension of warrants

24 November 2014 Conroy Gold and Natural Resources plc ("Conroy" or "the Company") Debt Conversion of £273,500 and Extension of Warrants * Conversion of unsecured convertible debt amounting to £273,500 by the Chairman of the Company at 2.65 pence per share * Extension of expiry date of Warrants by five years Conroy (AIM: CGNR), (ESM: CGNR.I) the gold mining company focused on Irelandand Finland, announces that Professor Richard Conroy, Chairman of Conroy, hasconverted £273,500 of debt capital at 2.65p per share, resulting in the issueof 10,320,755 new ordinary shares of €0.01 each (the "Conversion Shares"). Thisrepresents a premium of 308.0 per cent. to the closing price on 20 November2014, being the last practical date prior to the conversion. Followingadmission of the Conversion Shares Professor Conroy's holding will be96,496,188 shares (representing 22.07 per cent.) The participation of Professor Conroy in the debt conversion is a related partytransaction under the AIM Rules. The independent directors, having consultedwith the Company's Nominated Adviser and ESM adviser, consider the terms of thedebt capitalisation to be fair and reasonable insofar as the Shareholders areconcerned. The debt conversion is conditional, inter alia, on admission of the ConversionShares to trading on AIM and the Enterprise Securities Market operated by theIrish Stock Exchange Limited ("ESM"). The Conversion Shares will rank paripassu with the existing issued Ordinary Shares. Application has been made to AIM and ESM for the Conversion Shares to beadmitted to trading and admission is expected to take place on 28 November2014. Following admission of the 10,320,755 Conversion Shares, the Company willhave 437,320,727 Ordinary Shares in issue. That completes the conversion of the convertible debt. The Company also announces a proposed five year extension to the expiry date of78,869,281 unexercised warrants held by directors (and the estate of a formerdirector) of the Company, detail of which are set out below. The warrants were originally granted in 2005 and 2007, respectively. Thedirectors had at that time waived their entitlement to all amounts of unpaidfees and salaries that accrued to them since incorporation of the Company,totaling an aggregate of €2,079,015. The directors have continued to support the Company having made further fee andsalary sacrifices. In addition, the exercise price of the warrants remains at asignificant premium to the current share price of the Company's ordinaryshares. Accordingly, after careful consideration by the board and subject toratification by the shareholders at the Company's annual general meeting, theboard considers it appropriate to extend the life of the warrants. Thedirectors' interests and the terms of the warrants subject to the extension areas follows: Director Number of Exercise price Previous Proposed warrants expiry date expiry date Professor R Conroy* 22,814,920 €0.037 15/11/2015 15/11/2020 12,119,845 €0.0433 16/11/2017 16/11/2022 Maureen Jones 13,839,858 €0.037 15/11/2015 15/11/2020 8,667,170 €0.0433 16/11/2017 16/11/2022 Jim Jones 8,058,129 €0.037 15/11/2015 15/11/2020 5,130,291 €0.0433 16/11/2017 16/11/2022 Louis Maguire 1,450,427 €0.037 15/11/2015 15/11/2020 1,006,861 €0.0433 16/11/2017 16/11/2022 Henry Rennison 1,450,427 €0.037 15/11/2015 15/11/2020 1,006,861 €0.0433 16/11/2017 16/11/2022 Michael Power 301,032 €0.037 15/11/2015 15/11/2020 1,006,861 €0.0433 16/11/2017 16/11/2022 David Wathen 507,641 €0.0433 16/11/2017 16/11/2022 Séamus FitzPatrick 359,593 €0.0433 16/11/2017 16/11/2022 Estate of former 1,149,395 €0.037 15/11/2015 15/11/2020director 78,869,311 * 1,450,427 of which were originally issued to Pamela Conroy, who was aNon-executive director of the Company The entry into the warrant extension with the directors referred to aboveconstitutes a related party transaction as defined by the AIM Rules. Theindependent director, being Dr Sorca Conroy, having consulted with theCompany's Nominated Adviser and ESM adviser, considers that the terms of thewarrant extension are fair and reasonable insofar as shareholders areconcerned. For further information please contact: Conroy Gold and Natural Resources plc Tel: +353-1-661-8958 Professor Richard Conroy, Chairman Sanlam Securities UK Limited (Nomad) Tel: +44-20-7628-2200 Simon Clements/Virginia Bull Hybridan LLP (Broker) Tel: +44-20-3713-4581 Claire Noyce/William Lynne/Niall Pearson IBI Corporate Finance Limited (ESM Tel: +353-766-234-800Adviser) Ger Heffernan Lothbury Financial Services Limited Tel: +44-20-3440-7620 Michael Padley/Michael Spriggs Hall Communications Tel: +353-1-660-9377 Don Hall

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