Result of EGM and Issue of Equity

26 February 2014 Conroy Gold and Natural Resources plc ("Conroy" or "the Company") Result of EGM, Allotment of Shares and further Debt Conversion of £315,000 * Resolution providing for Capital Reorganisation passed * Allotment of 33,333,336 ordinary shares at 1.5p sterling raising £500,000 * Further conversion of unsecured convertible debt amounting to £315,000 by directors of the Company at 2.65 pence per share Capital Reorganisation and Subscription Conroy (AIM: CGNR), (ESM: CGNR.I) the gold mining company focused on Ireland,announces that, at the Company's Extraordinary General Meeting held earliertoday, the resolution to change each of the existing 306,779,844 OrdinaryShares of €0.03 each into one Ordinary Share of €0.01 per share and oneDeferred Share of €0.02 per share was passed unanimously .In addition, thefundraising announced on 3 February 2014 raising £500,000, through asubscription (the "Subscription") of 33,333,336 Ordinary Shares of €0.01 in thecapital of the Company (the "Subscription Shares") at a price of 1.5 penceSterling per share ("Subscription Price") was completed. Following implementation of the Capital Reorganisation and admission of theSubscription Shares to trading on AIM and Enterprise Securities Market operatedby the Irish Stock Exchange Limited ("ESM") on 28 February 2014, the Companywill have 340,113,180 Ordinary Shares of €0.01 in issue. Debt Capitalisation Professor Richard Conroy and Miss Maureen Jones (both directors of Conroy) havetoday converted, in aggregate, £315,000 of debt capital into 11,886,792 newOrdinary Shares of €0.01 each at 2.65p per share (the "Conversion Shares") asfollows: Director Amount of No. of new Resultant Percentage debt Ordinary Shares shareholding interest in the converted enlarged issued share capital Professor Conroy £300,000 11,320,754 86,175,433 24.48 Maureen Jones £15,000 566,038 5,896,991 1.68 This conversion price represents a premium of 35.9 per cent. to the closingprice on 25 February 2014, being the last practical date prior to theconversion. The participation of Professor Conroy and Maureen Jones in the debt conversionis a related party transaction under the AIM Rules. The independent directors,having consulted with the Company's nominated adviser and ESM adviser, considerthe terms of the debt capitalisation to be fair and reasonable insofar as theShareholders are concerned. The debt conversion is conditional, inter alia, on admission of the ConversionShares to trading on AIM and the ESM. The Conversion Shares will rank paripassu with the issued Ordinary Shares of €0.01 each, post the CapitalReorganisation. Application has been made to AIM and ESM for the Conversion Shares to beadmitted to trading and admission is expected to take place on 4 March 2014.Following admission of the Conversion Shares the Company will have 351,999,972shares in issue of which the Directors will hold 29.95 per cent. The Directors will consider the conversion of the remainder of the convertibledebt and other amounts due to the Directors into Ordinary Shares in due course,subject to the total Directors' holdings not exceeding 29.99 per cent of theCompany's issued share capital. Professor Richard Conroy, Chairman, commented: "I am pleased that the resolution providing for Capital Reorganisation waspassed unanimously and that the placing of shares to raise £500,000 has beencompleted together with the further conversion of convertible debt amounting to£315,000." For further information please contact: Conroy Gold and Natural Resources plc Tel: +353-1-661-8958Professor Richard Conroy, Chairman Sanlam Securities UK Limited (Nomad) Tel: +44-20-7628-2200Simon Clements/Virginia Bull Hybridan LLP (Broker) Tel: +44-20-7947-350/4361/4351Claire Noyce/William Lynne/Niall Pearson IBI Corporate Finance Limited (ESM Tel: +353-766-234-800Adviser)Ger Heffernan Lothbury Financial Services Limited Tel: +44-20-3440-7620Michael Padley/Michael Spriggs Hall Communications Tel: +353-1-660-9377Don Hall

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