Issue of Equity, Director/PDMR Holdings

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon publication of this announcement, this inside information is now considered to be in the public domain.

4 October 2017

Conroy Gold and Natural Resources plc
(“Conroy” or “the Company”)

CAPITAL RAISING

Director / PDMR Shareholding

Issue of Equity

• Additional subscriber for 100,000 new ordinary shares at 30 cents (Euro) per share to raise €30,000 before expenses, taking total subscription to €240,000

• Exercise of warrants by Professor Richard Conroy and Maureen Jones to raise approximately €166,680

• Proceeds of the subscription and warrants exercise to be applied to fund the advancement of the Company’s gold assets, in particular the development of the Clontibret deposit and increased exploration at the Clay Lake Deposit. Additional exploration will be focused on the Slieve Glah gold prospect and other targets within the 50 km Armagh- Monaghan – Cavan gold belt and for working capital generally

Further to its announcement on 29 September 2017, Conroy Gold and Natural Resources plc (AIM: CGNR, ESM: CGNR.I), the gold exploration and development company focused on Ireland and Finland, is pleased to announce it has conditionally raised an additional €30,000 (the “Additional Subscription”), through the issue of 100,000 new ordinary shares of €0.001 in the capital of the Company (the “Additional Subscription Shares”) at the same price as the original €210,000 (the “Subscription”) being €0.30 per Additional Subscription Share. The total value of the Subscription and Additional Subscription is now €240,000, prior to expenses.

The Additional Subscription is conditional, inter alia, on admission of the Additional Subscription Shares to trading on AIM and the Enterprise Securities Market operated by the Irish Stock Exchange Limited (“ESM”). The Additional Subscription Shares will rank pari passu with the existing issued ordinary shares of €0.001 in the capital of the Company (“Ordinary Shares”).

In addition, Professor Richard Conroy, Chairman, and Maureen Jones, Managing Director, have today exercised warrants in the Company to subscribe for 264,865 and 135,135 Ordinary Shares respectively (the “Warrant Shares”). The Warrant Shares are being converted at a price of 37 pence per share, a premium of approximately 31% to the closing price of the Company’s Ordinary Shares as at 3 October 2017, raising £148,000 (approximately €166,680) for the Company.

The Company intends to use the proceeds of the Subscription, the Additional Subscription and the Warrant Shares to fund the advancement of the Company’s gold assets, in particular the development of the Clontibret deposit and increased exploration at the Clay Lake Deposit. Additional exploration will be focused on the Slieve Glah gold prospect and other targets within the 50 km Armagh-Monaghan-Cavan gold belt and for working capital generally.

Application has been made to AIM and ESM for the Additional Subscription Shares and the Warrant Shares to be admitted to trading.  It is expected that admission will become effective on 5 October 2017.

Following the issue of the Additional Subscription Shares and the Warrant Shares, and for the purposes of the Disclosure and Transparency Rules, the Company's total issued share capital on Admission will consist of 12,213,537 Ordinary Shares.

The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the Disclosure and Transparency Rules.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Richard Conroy
2	Reason for the notification
a)	Position/status	Chairman
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Conroy Gold and Natural Resources plc
b)	LEI	635400YIAKIIDS7JKF64
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	CONROY GOLD AND NATURAL RESOURCES ORDINARY SHARES OF €0.001 IE00BZ4BTZ13
b)	Nature of the transaction	Exercise of warrants
c)	Price(s) and volume(s)	Price(s) £0.37	Volume(s) 264,865
d)	Aggregated information - Aggregated volume - Price	N/A (single transaction)
e)	Date of the transaction	4 October 2017
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Maureen Jones
2	Reason for the notification
a)	Position/status	Managing Director
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Conroy Gold and Natural Resources plc
b)	LEI	635400YIAKIIDS7JKF64
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	CONROY GOLD AND NATURAL RESOURCES ORDINARY SHARES OF €0.001 IE00BZ4BTZ13
b)	Nature of the transaction	Exercise of warrants
c)	Price(s) and volume(s)	Price(s) £0.37	Volume(s) 135,135
d)	Aggregated information - Aggregated volume - Price	N/A (single transaction)
e)	Date of the transaction	4 October 2017
f)	Place of the transaction	Outside of a trading venue

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAW OF ANY JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

Contacts:

Conroy Gold and Natural Resources plc
Tel: [phone]
Professor Richard Conroy, Chairman

Allenby Capital Limited (Nomad)
Tel: [phone]
Virginia Bull / James Thomas / Nick Harriss

Beaufort Securities (Broker)
Tel: [phone]
Jon Belliss / Elliot Hance

IBI Corporate Finance Limited (ESM Adviser)
Tel: [phone]
Ger Heffernan / Jan Fitzell

Lothbury Financial Services
Tel: [phone]
Michael Padley

Hall Communications
Tel: [phone]
Don Hall

Visit the website at: www.conroygold.com