Final Results

21 November 2014 Conroy Gold and Natural Resources plc ("Conroy" or "the Company") Final Results for the Year Ended 31 May 2014 Clontibret - Definitive Mining Plan Initiated Conroy (AIM: CGNR; ESM: CGNRI), the Irish based resource company exploring anddeveloping gold and other projects in Ireland, is pleased to announce itsresults for the year ended 31 May 2014. Conroy has under licence the entire 30mile gold trend which it has discovered in the Longford-Down Massif in Irelandand is working towards opening a gold mine at Clontibret, Co. Monaghan.In-house studies show gold potential of 15-20 million ounces along the trend. Highlights: * Clontibret gold mine - definitive mining plan initiated * Clay Lake - assay results from channel sampling confirmed wide gold zones at surface * Slieve Glah - series of gold zones identified by rock chip grab sampling * Base Metals - significant zinc in soil anomaly discovered adjacent to the Clay Lake and Clontibret gold targets Financial: * Loss after taxation for the year ended 31 May 2014 was €380,305 (2013: € 423,979) * Net Assets as at 31 May 2014 were €14,290,931 (2013: €13,073,929) * During the year ended 31 May 2014, £1,226,500 was raised with a further £ 750,000 (both prior to expenses) raised post year end in October Chairman, Professor Richard Conroy commented: "The Company made excellent progress overall in the financial year to 31 May2014 and this has continued into the current year. We are steadily moving fromexploration to development at Clontibret. Additionally, we are also continuingto explore and evaluate other targets, along the trend some of which arepotentially very large. The main focus however, is to bring Clontibret intoproduction." Further Information: Conroy Gold and Natural Resources plc Tel: +353-1-661-8958Professor Richard Conroy, Chairman Sanlam Securities UK Limited (Nomad) Tel: +44-20-7628-2200Virginia Bull/ Simon Clements Hybridan LLP (Broker) Tel: +44-20-3713-4580Claire Louise Noyce/William Lynne IBI Corporate Finance Limited (ESM Adviser) Tel: +353-766-234-800Ger Heffernan Lothbury Financial Services Limited Tel: +44-20-3440-7620Michael Padley/Gary Middleton Hall Communications Tel: +353-1-660-9377Don Hall www.conroygold.com Chairman's Statement I have pleasure in presenting your Company's Annual Report and FinancialStatements for the 12 months ended 31 May 2014, a year of continued progress.During the year a definitive mining plan for your Company's proposed gold minein Clontibret, Co. Monaghan was initiated. Phase 1 will comprise a starter pitand pit extension, with Phase 2 to comprise underground mining and/or furthersurface pits. At your Company's Clay Lake Gold Target in Co. Armagh, wide gold zones wereconfirmed by trenching. Gold zones were also identified at surface on yourCompany's Slieve Glah Gold Target in Co. Cavan. During the period £1,226,500was raised by equity and debt issues with a further placing and subscription toraise £750,000, completed post year end in October. Clontibret The Phase 1 starter pit at your Company's proposed gold development atClontibret will concentrate on a high grade, densely drilled portion of theresource and should result in accelerated total project capital payback withinyear 2 of the operation and a positive cash flow. Current metallurgicaltestwork is indicating very favourable flotation and downstream processingcharacteristics which together with favourable infrastructure and logisticalsupport will be important in reducing the project's capital and operatingcosts. Phase 2 will comprise underground mining and/or further surface pit(s). For theunderground mining option there are favourable grades and widths at depth thathave been identified by drilling, such as 12.25 metres at 2.6 g/t goldincluding 6 metres at 2.95 g/t gold. This ore could be accessed by a spiralramp at the base of the Phase 1 pit and mined by a high volume method such assublevel block caving. The mining plan is set in the context of the remaining 80 per cent of theClontibret target where significant gold intersections outside the planned minearea for Phase 1 have been previously identified, including 11 metres at 5.34g/t gold and 21 metres at 1.82g/t gold. In-house preliminary estimates of capital costs for Phase 1 are US$41,493,000.This includes Working Capital of US$3,579,000 and Sustaining Capital ofUS$2,391,000. The latter of which is anticipated to be paid for by cash flowover years 2-5 of the mine when in production. Preliminary operating cash costs are estimated at US$35.79/tonne ore with totaloperating cash costs for the starter pit estimated at US$544/oz gold andoverall total operating cash costs for Phase 1 estimated at US$693/oz gold.Total production costs for the starter pit are estimated at US$1,002/oz goldand US$947/oz gold overall for Phase 1. These figures are expected to fallfurther as future resource drilling and detailed feasibility and developmentwork proceeds. Clay Lake Gold Target Assay results from channel sampling in trenches at your Company's Clay LakeGold Target in Co. Armagh have confirmed wide gold zones at surface. Theresults included 5 metres @ 3.02g/t gold in one trench and an overall total inall trenches of 108 metres of gold mineralisation at an average grade of 0.58g/t gold. The wide gold zones now confirmed on surface by the assay results wereinitially demonstrated by a follow up trenching programme to the recentlycompleted independent structural study on the Clay Lake Gold Target.Correlation with drilling results has shown that the zones extend to depths ofover 100 metres. The wide gold zones at surface also included 22 metres @ 1.01g/t gold within azone of 38 metres @ 0.68g/t gold, other zones included 21 metres @ 0.58g/tgold, 27 metres @ 0.46g/t gold, 10 metres @ 0.60g/t gold, 8 metres @ 0.36g/tgold and 4 metres @ 0.42g/t gold. The results are a further indication of the potential of the Clay Lake GoldTarget which is greater in surface area than the Clontibret gold target and hasgold-in-soil values twice those of Clontibret, and appears to be a blackcarbonaceous shale hosted deposit. Such deposits can contain very high tonnageand overall gold content. Slieve Glah Gold Target A series of gold zones have been discovered at surface on the Slieve Glah goldtarget. These gold zones were identified by rock chip grab sampling. The zones occur onthe most south-eastern gold target (Target area 1) of those identified atSlieve Glah in Co. Cavan. They are the first gold-in-bedrock results recordedwithin Target area 1 and are located over 3km (2 miles) from previousgold-in-bedrock results identified through trenching and drilling within Targetarea 2 of Slieve Glah. Your Company has previously identified, through geophysics and soil sampling,four large gold target areas at Slieve Glah. These gold target areas appear tobe structurally controlled and occur as a series of right angle zones adjacentto the Orlock Bridge Fault. This major structural fault is believed to be animportant influencing factor on mineralisation in the region. At Slieve Glahthe fault undergoes a pronounced strike swing. The Company believes that thisstrike swing may be of significance in relation to potential mineralisation inthe area. The grab samples included a high result of 1.7g/t gold and 0.38g/t, 0.35 g/tand 0.28g/t gold from black carbonaceous pyrite shales. The Slieve Glah gold targets lie at the southern end of the 50km (30 miles)gold trend discovered by your Company. This gold trend stretches from Co.Armagh in Northern Ireland across Counties Monaghan and Cavan in the Republicof Ireland. The Slieve Glah gold targets are located approximately 40km (25 miles) south ofthe Clontibret Gold Project in Co. Monaghan where the Company is planning todevelop its first operational gold mine. Base Metal and Other Gold Targets Exploration also continued for zinc and other metals on your Company's otherexploration properties in Ireland as well as for gold in Finland. In Irelandthe Company has discovered a significant zinc-in-soil anomaly adjacent to theClay Lake and Clontibret gold targets in Counties Monaghan and Armagh. The ongoing evaluation of old lead workings within your Company's licence areain County Cavan as part of the exploration programme for base metals has alsoyielded highly positive zinc results of up to 30 per cent zinc in the rock chipsample assayed. These results add to the overall metalliferous potential of your Company'slicence area for both gold and base metals. Finance The loss after taxation for the year ended 31 May 2014 was €380,305 (2013: €423,979) and the net assets as at 31 May 2014 were €14,290,931 (2013: €13,073,929). During the year £1,226,500 (prior to expenses) was raised by the issue of60,748,430 new ordinary shares for cash and I personally subscribed for16,037,736 new ordinary shares. At 31 May 2014 I also held £273,500 nominal ofunsecured convertible loans which is convertible, at the Company's discretion,at the higher of the prevailing market price or 2.65p. Details of the shareissues are in Note 13 to the accounts. In addition, on 8 October 2014, the Company announced that it had raised afurther £750,000 (prior to expenses) by issuing 75,000,000 new ordinary sharesby way of a placing. As in previous years, I have supported the working capital requirements of theCompany. The balance of the loans due to me at the period end was €191,022 (inaddition to the convertible loan of £273,500). The loans have been made on standard commercial terms. The other directorsconsider, having consulted with the Company's Nominated Adviser and theCompany's ESM Adviser, that the terms of the loans are fair and reasonable inso far as the Company's shareholders are concerned. Auditors I would like to take this opportunity to thank the partners and staff ofDeloitte & Touche for their services to your Company during the course of theyear. Directors I would like to express my deep appreciation of the support and dedication ofall of the directors, consultants and staff, which has made possible thecontinued progress and success, which your Company has achieved. Future Outlook Your Company made further excellent progress in the financial year to 31 May2014 and this has continued into the current year. I look forward to the futurewith confidence as we move from the exploration phase into the developmentphase. Professor Richard ConroyChairman20 November 2014 INCOME STATEMENT FOR YEAR ENDED 31 MAY 2014 2014 2013 € € OPERATING EXPENSES (374,323) (411,020) Finance income - bank interest * 12receivable Finance costs - interest on (5,982) (12,971)shareholder loan LOSS BEFORE TAXATION (380,305) (423,979) Taxation - - LOSS FOR THE YEAR (380,305) (423,979) Loss per ordinary share - basic and (€0.0012) (€0.0015)diluted STATEMENT OF FINANCIAL POSITION AS AT 31 MAY 2014 2014 2013 ASSETS € € Non-current Assets Intangible assets 16,033,308 14,824,846 Investment in Subsidiary 2 2 Property, plant and equipment 7,854 7,138 16,041,164 14,831,986 Current Assets Trade and other receivables 59,358 163,139 Cash and cash equivalents 78,372 71,864 137,730 235,003 Total Assets 16,178,894 15,066,989 EQUITY AND LIABILITIES Capital and Reserves Called up share capital 3,520,000 8,737,547 Called up deferred share 6,135,597capital Share premium 8,447,949 7,917,717 Capital conversion reserve fund 30,617 30,617 Share based payments reserve 1,034,760 969,735 Retained losses (4,877,992) (4,581,687) Total Equity 14,290,931 13,073,929 Non-current Liabilities 324,952 Convertible loan Financial Liabilities 191,022 1,045,775 Total Non-current Liabilities 515,974 1,045,775 Current Liabilities Trade and other payables 1,371,989 947,285 Total Current Liabilities 1,371,989 947,285 Total Liabilities 1,887,963 1,993,060 Total Equity and Liabilities 16,178,894 15,066,989 CASh Flow Statement For the Year Ended 31 May 2014 2014 2013 € € Cash flows from operating activities Cash generated by/(used in) operations 186,680 (103,587) Tax paid - - Net cash generated by/(used in) operating 186,680 (103,587)activities Cash flows from investing activities Investment in exploration and evaluation (1,064,003) (1,049,245) Payments to acquire property, plant and (4,740) -equipment Net cash used in investing activities (1,068,743) (1,049,245) Cash flows from financing activities Issue of share capital 812,621 495,037 Advances from shareholders 205,000 491,000 Amounts repaid to shareholders (114,600) - Bank interest received - 12 Interest paid on shareholder loan (14,450) - Net cash generated from financing 888,571 986,049activities Increase/(Decrease) cash and cash 6,508 (166,783)equivalents Cash and cash equivalents at beginning of 71,864 238,647year Cash and cash equivalents at end of year 78,372 71,864 Notes 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 2014 has been extractedfrom the Company's financial statements to that date which have received anunqualified auditor's report but have not yet been delivered to the Registrarof Companies. 2. Earnings per share The calculation of the loss per ordinary share of €0.0012 (2013 - €0.0015) isbased on the loss for the financial year of €380,305 (2013 - €423,979) and theweighted average number of ordinary shares in issue during the year of309,922,413 (2013 - 274,234,517). Since the Company incurred a loss the effect of share options and warrantswould be anti-dilutive. 3. Dividends No dividends were paid or are proposed in respect of the period ended 31 May,2014. 4. Copies of Accounts A copy of the Annual Report and Financial Statements will be available on theCompany's website www.conroygold.com and will be available from the Company'sregistered office, 10 Upper Pembroke Street, Dublin 2. It will also beforwarded to shareholders who requested a hard copy. Notice of the AnnualGeneral Meeting to be held on 15 December 2014 and Proxy Form was sent toshareholders on 21 November 2014 and are also available on the website.