Issue of Equity

29 May 2012

                                                                               
                     Conroy Gold and Natural Resources plc                     

                          ("Conroy" or "the Company")                          

             Funding to raise up to £3.15 million (€3.94 million)              

  * Subscription and placing to raise c. £400,000 (€500,000)
   
  * Standby Equity Distribution Agreement ("SEDA") for up to £2.75 million (€
    3.43 million) entered into with YA Global Master SPV, Ltd. ("YA Global")
   
Conroy (AIM: CGNR; ESM: CGNR.I), the gold exploration and development company
focussed on Ireland where it plans to develop a conventional open pit gold mine
at Clontibret in Co. Monaghan, is pleased to announce that it has raised 
£403,860, through a placing and subscription ("Placing") for 16,154,400 new
ordinary shares of €0.03 in the capital of the Company at a price of 2.5 pence
per share ("Placing Shares") and has secured up to £2.75 million (€3.43
million) by way of a Standby Equity Distribution Agreement (SEDA) with YA
Global, an investment fund managed by Yorkville Advisors, LLC ("Yorkville").

Placing and subscription

The new shares have been conditionally placed with institutional and retail
investors by Shore Capital Stockbrokers Limited. The subscription and placing
are conditional inter alia on admission of the Placing Shares to trading on AIM
and the Enterprise Securities Market operated by the Irish Stock Exchange
Limited ("ESM"). The Placing shares will rank pari passu with the existing
issued ordinary shares of €0.03 in the capital of the Company ("Ordinary
Shares"). YA Global subscribed for 5,000,000 Placing Shares.

Certain of the directors have subscribed for shares as part of the Placing. The
number of Ordinary Shares subscribed for and the resulting shareholdings of the
directors are as follows:

                             Ordinary       Resulting        Percentage of the 
                               Shares    shareholding    enlarged share capital
                       subscribed for                                          
                                                                               
Professor Richard           7,000,000     65,249,191*                     24.13
Conroy                                                                         
                                                                               
Maureen Jones                 200,000       1,180,010                      0.44
                                                                               
Jim Jones                     600,000       1,075,010                      0.40
                                                                               
Henry Rennison              1,000,000       1,330,010                      0.49
                                                                               
Seamus FitzPatrick            400,000       2,954,000                      1.09

* Professor Conroy's holding includes 19,294,286 Ordinary Shares held by Conroy
Plc, a company in which Professor Conroy has a controlling interest.

The directors' participation in the fundraising is a Related Party Transaction
under Rule 13 of the AIM Rules for Companies and under Rule 13 of the ESM
Rules. The independent directors (being Louis Maguire, Michael Power, David
Wathen and Dr Sorca Conroy) consider, having consulted with the Company's
nominated adviser and the Company's ESM adviser, that the terms of the
directors' participation in the fundraising are fair and reasonable insofar as
the Company's shareholders are concerned.

SEDA

Under the terms of the SEDA, the Company may draw down tranches (entirely at
its own discretion) of 200% (or such larger amount as may be agreed) of the
average volume weighted daily trading value of the ordinary shares of the
Company on AIM for the five - trading- day period immediately prior to the draw
down request. YA Global is not obliged to allow drawdowns to the extent they
would result in YA Global holding in excess of 2.99% of the ordinary issued
share capital of the Company ("Share Capital") or 0.99% of the Share Capital,
if the drawdown is to take place while the Company is (with one exception) in a
an offer period (as defined therein) under the Irish Takeover Rules of the
Irish Takeover Panel.

The price at which the Company will issue shares to YA Global will be 95 per
cent. of the lowest of the daily volume weighted average price of the shares
during the 10 consecutive trading days beginning on the first trading day after
the relevant draw down notice. The parties may agree to a shorter pricing
period of not less than 5 consecutive trading days or a longer pricing period
of not more than 15 consecutive trading days.

The Company will issue 3,100,000 Ordinary Shares to Yorkville Advisors in
satisfaction of an advisor fee.

Use of proceeds

The Company intends to use the proceeds of the fundraising primarily:

  * to fund the Company's on-going programme at Clontibret where it proposes to
    develop a gold mine;
   
  * at its nearby Clay Lake and other gold targets; and
   
  * for working capital generally.
   
Application has been made to AIM and ESM for the new shares to be admitted to
trading. Admission and trading in the new shares are expected to commence on 31
May 2012.

On admission of the 19,254,400 new Ordinary Shares, the Company will have
270,408,542 Ordinary Shares in issue in total.

Professor Richard Conroy, Chairman of Conroy, commented: "As the pace of
activity picks up at the Company's gold project at Clontibret in Ireland where
it proposes to develop a conventional open pit gold mine, it was considered
prudent to secure medium term funding to maintain that rate of progress. The
SEDA equity facility has the important benefit of being discretionary but does
enable the Company to have further access to capital."

For further information please contact:

Conroy Gold and Natural Resources plc                      Tel: [phone]
                                                                               
Professor Richard Conroy, Chairman                                             
                                                                               
Merchant Securities Limited (Nomad)                       Tel: [phone]
                                                                               
Simon Clements/Virginia Bull,                                                  
                                                                               
Shore CapitalStockbrokers Limited(Broker)                 Tel: [phone]
                                                                               
Jerry Keen/Bidhi Bhoma/Toby Gibbs                                              
                                                                               
IBI Corporate Finance Limited (ESM Adviser)               Tel:[phone]
                                                                               
Brian Farrell                                                                  
                                                                               
Lothbury Financial Services                               Tel: [phone]
                                                                               
Michael Padley/Michael Spriggs                                                 
                                                                               
Hall Communications                                        Tel: [phone]
                                                                               
Don Hall                                                                       

Visit the website at: www.conroygoldandnaturalresources.com