Subscription, Capital Reorganisation and Debt Conversion

3 February 2014 Conroy Gold and Natural Resources plc ("Conroy" or "the Company") Subscription to raise £500,000, Capital Reorganisation and Debt Conversion of £235,000 * Subscription for 33,333,336 new Ordinary Shares at 1.5 pence per share to raise £500,000 * In addition, conversion of unsecured convertible debt amounting to £235,000 by directors of the Company at 2.65 pence per share * Proceeds of the subscription to be applied to fund the Company's ongoing programme at its Clontibret gold target where it proposes to develop its first operational gold mine and its ongoing exploration programme at Clay Lake and for working capital generally Conroy (AIM: CGNR), (ESM: CGNR.I) the gold mining company focused on Ireland,announces that it has conditionally raised £500,000, through a subscription(the "Subscription") of 33,333,336 Ordinary Shares of EUR 0.01 in the capitalof the Company ("Ordinary Shares") (the "Subscription Shares") at a price of1.5 pence Sterling per share ("Subscription Price"). As the Subscription Priceis lower than the par value of the Ordinary Shares, it is necessary to reducethe current Nominal Value of the Ordinary Shares. The Subscription is therefore conditional on the completion of a CapitalReorganisation and an Extraordinary General Meeting is being called for 26February 2014 where a resolution to change the existing Ordinary Shares intoOrdinary Shares of €0.01 per share and deferred shares of €0.02 per share willbe proposed. A document is being sent to Shareholders today in this regard. The Company intends to use the proceeds of the Subscription primarily to fundthe Company's on-going programme at its Clontibret gold target where itproposes to develop its first operational gold mine and to continue itsexploration at its Clay Lake and other gold and base metal targets. Theremainder of the proceeds will be directed towards working capital purposes. . Mr Séamus FitzPatrick, Deputy Chairman of Conroy, has subscribed for 1,666,666shares. Following Admission, Séamus FitzPatrick, will hold 7,730,484 OrdinaryShares in the Company, representing 2.27 per cent. of the Company's enlargedshare capital. Mr Séamus FitzPatrick's participation in the Subscription is a related partytransaction under the AIM Rules. The independent directors (being all themembers of the Board of Directors with the exception of Mr FitzPatrick), havingconsulted with the Company's nominated adviser and ESM adviser, consider hisparticipation in the Subscription to be fair and reasonable insofar as theShareholders are concerned. In addition, Mr Patrick O'Sullivan has subscribed for 6,666,666 shares.Following Admission, Patrick O'Sullivan, will hold 30,714,546 Ordinary Sharesin the Company, representing 9.03 per cent. of the Company's enlarged sharecapital. In addition to the Subscription, Professor Richard Conroy, Miss Maureen Jonesand Dr. Sorċa Conroy (all directors of Conroy) have converted £110,000,£110,000 and £15,000 of debt capital respectively, at 2.65p per share, (the"Conversion Shares"). This represents a premium of 45.2 per cent. to theclosing price on 31 January 2014, being the last practical date prior to theconversion. Following admission of the Conversion Shares Professor Conroy'sholding will be 74,854,679 (representing 24.40 per cent.), Maureen Jones willhold 5,330,953 (representing 1.74 per cent.), and Dr. Sorċa Conroy will hold2,066,942 (representing 0.67 per cent.). The participation of Professor Conroy, Maureen Jones and Dr. Sorċa Conroy inthe debt conversion is a related party transaction under the AIM Rules. Theindependent directors, having consulted with the Company's nominated adviserand ESM adviser, consider the terms of the debt capitalisation to be fair andreasonable insofar as the Shareholders are concerned. The Subscription and the debt conversion are conditional, inter alia, onadmission of the Subscription Shares and the Conversion Shares to trading onAIM and the Enterprise Securities Market operated by the Irish Stock ExchangeLimited ("ESM"). The Subscription Shares and the Conversion Shares will rankpari passu 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 7 February 2014.Following admission of the Conversion Shares the Company will have 306,779,844shares in issue of which the Directors will hold 29.95 per cent. Application will be made to AIM and ESM for the Subscription Shares to beadmitted to trading and admission is expected to take place on 27 February2014. Following admission of the 33,333,336 Subscription Shares, the Companywill have 340,113,180 Ordinary Shares in issue. The Directors are considering the conversion of the remainder of theconvertible debt and other amounts due to the Directors into ordinary shares,subject to the total Directors' holdings not exceeding 29.99 percent of theCompany's issued share capital. Professor Richard Conroy, Chairman, commented: "I am pleased to announce the fundraising of £500,000 which will enable theCompany to progress its Clontibret project where the Company plans to developits first operational gold mine and continue its exploration at its Clay Lakeand other gold and base metal targets." 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 Adviser) Tel: +353-766-234-800Ger 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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