Subscription, Capital Reorganisation and Debt C...

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 capital
of the Company ("Ordinary Shares") (the "Subscription Shares") at a price of
1.5 pence Sterling per share ("Subscription Price"). As the Subscription Price
is lower than the par value of the Ordinary Shares, it is necessary to reduce
the current Nominal Value of the Ordinary Shares.

The Subscription is therefore conditional on the completion of a Capital
Reorganisation and an Extraordinary General Meeting is being called for 26
February 2014 where a resolution to change the existing Ordinary Shares into
Ordinary Shares of €0.01 per share and deferred shares of €0.02 per share will
be proposed. A document is being sent to Shareholders today in this regard.

The Company intends to use the proceeds of the Subscription primarily to fund
the Company's on-going programme at its Clontibret gold target where it
proposes to develop its first operational gold mine and to continue its
exploration at its Clay Lake and other gold and base metal targets. The
remainder of the proceeds will be directed towards working capital purposes. .

Mr Séamus FitzPatrick, Deputy Chairman of Conroy, has subscribed for 1,666,666
shares. Following Admission, Séamus FitzPatrick, will hold 7,730,484 Ordinary
Shares in the Company, representing 2.27 per cent. of the Company's enlarged
share capital.

Mr Séamus FitzPatrick's participation in the Subscription is a related party
transaction under the AIM Rules. The independent directors (being all the
members of the Board of Directors with the exception of Mr FitzPatrick), having
consulted with the Company's nominated adviser and ESM adviser, consider his
participation in the Subscription to be fair and reasonable insofar as the
Shareholders 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 Shares
in the Company, representing 9.03 per cent. of the Company's enlarged share
capital.

In addition to the Subscription, Professor Richard Conroy, Miss Maureen Jones
and 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 the
closing price on 31 January 2014, being the last practical date prior to the
conversion. Following admission of the Conversion Shares Professor Conroy's
holding will be 74,854,679 (representing 24.40 per cent.), Maureen Jones will
hold 5,330,953 (representing 1.74 per cent.), and Dr. Sorċa Conroy will hold
2,066,942 (representing 0.67 per cent.).

The participation of Professor Conroy, Maureen Jones and Dr. Sorċa Conroy in
the debt conversion is a related party transaction under the AIM Rules. The
independent directors, having consulted with the Company's nominated adviser
and ESM adviser, consider the terms of the debt capitalisation to be fair and
reasonable insofar as the Shareholders are concerned.

The Subscription and the debt conversion are conditional, inter alia, on
admission of the Subscription Shares and the Conversion Shares to trading on
AIM and the Enterprise Securities Market operated by the Irish Stock Exchange
Limited ("ESM"). The Subscription Shares and the Conversion Shares will rank
pari passu with the existing issued Ordinary Shares.

Application has been made to AIM and ESM for the Conversion Shares to be
admitted to trading and admission is expected to take place on 7 February 2014.
Following admission of the Conversion Shares the Company will have 306,779,844
shares 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 be
admitted to trading and admission is expected to take place on 27 February
2014. Following admission of the 33,333,336 Subscription Shares, the Company
will have 340,113,180 Ordinary Shares in issue.

The Directors are considering the conversion of the remainder of the
convertible debt and other amounts due to the Directors into ordinary shares,
subject to the total Directors' holdings not exceeding 29.99 percent of the
Company's issued share capital.

Professor Richard Conroy, Chairman, commented:

"I am pleased to announce the fundraising of £500,000 which will enable the
Company to progress its Clontibret project where the Company plans to develop
its first operational gold mine and continue its exploration at its Clay Lake
and other gold and base metal targets."

For further information please contact:

Conroy Gold and Natural Resources plc          Tel: [phone]          
Professor Richard Conroy, Chairman                                       
                                                                         
Sanlam Securities UK Limited (Nomad)           Tel: [phone]         
Simon Clements/Virginia Bull                                             
                                                                         
Hybridan LLP (Broker)                          Tel: [phone]/4351
Claire Noyce/William Lynne/Niall Pearson                                 
                                                                         
IBI Corporate Finance Limited (ESM Adviser)    Tel: [phone]         
Ger Heffernan                                                            
                                                                         
Lothbury Financial Services Limited            Tel: [phone]         
Michael Padley/Michael Spriggs                                           
                                                                         
Hall Communications                            Tel: [phone]          
Don Hall                                                                 

Visit the website at: www.conroygold.com