Debt conversion and extension of warrants

24 November 2014

                                                                               
                     Conroy Gold and Natural Resources plc                     

                          ("Conroy" or "the Company")                          

             Debt Conversion of £273,500 and Extension of Warrants             

  * Conversion of unsecured convertible debt amounting to £273,500 by the
    Chairman of the Company at 2.65 pence per share
   
  * Extension of expiry date of Warrants by five years
   
Conroy (AIM: CGNR), (ESM: CGNR.I) the gold mining company focused on Ireland
and Finland, announces that Professor Richard Conroy, Chairman of Conroy, has
converted £273,500 of debt capital at 2.65p per share, resulting in the issue
of 10,320,755 new ordinary shares of €0.01 each (the "Conversion Shares"). This
represents a premium of 308.0 per cent. to the closing price on 20 November
2014, being the last practical date prior to the conversion. Following
admission of the Conversion Shares Professor Conroy's holding will be
96,496,188 shares (representing 22.07 per cent.)

The participation of Professor 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 debt conversion is conditional, inter alia, on admission of the Conversion
Shares to trading on AIM and the Enterprise Securities Market operated by the
Irish Stock Exchange Limited ("ESM"). 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 28 November
2014. Following admission of the 10,320,755 Conversion Shares, the Company will
have 437,320,727 Ordinary Shares in issue.

That completes the conversion of the convertible debt.

The Company also announces a proposed five year extension to the expiry date of
78,869,281 unexercised warrants held by directors (and the estate of a former
director) of the Company, detail of which are set out below.

The warrants were originally granted in 2005 and 2007, respectively. The
directors had at that time waived their entitlement to all amounts of unpaid
fees and salaries that accrued to them since incorporation of the Company,
totaling an aggregate of €2,079,015.

The directors have continued to support the Company having made further fee and
salary sacrifices. In addition, the exercise price of the warrants remains at a
significant premium to the current share price of the Company's ordinary
shares. Accordingly, after careful consideration by the board and subject to
ratification by the shareholders at the Company's annual general meeting, the
board considers it appropriate to extend the life of the warrants. The
directors' interests and the terms of the warrants subject to the extension are
as follows:

Director                 Number of Exercise price       Previous       Proposed
                          warrants                   expiry date    expiry date
                                                                               
Professor R Conroy*     22,814,920         €0.037     15/11/2015     15/11/2020
                                                                               
                        12,119,845        €0.0433     16/11/2017     16/11/2022
                                                                               
Maureen Jones           13,839,858         €0.037     15/11/2015     15/11/2020
                                                                               
                         8,667,170        €0.0433     16/11/2017     16/11/2022
                                                                               
Jim Jones                8,058,129         €0.037     15/11/2015     15/11/2020
                                                                               
                         5,130,291        €0.0433     16/11/2017     16/11/2022
                                                                               
Louis Maguire            1,450,427         €0.037     15/11/2015     15/11/2020
                                                                               
                         1,006,861        €0.0433     16/11/2017     16/11/2022
                                                                               
Henry Rennison           1,450,427         €0.037     15/11/2015     15/11/2020
                                                                               
                         1,006,861        €0.0433     16/11/2017     16/11/2022
                                                                               
Michael Power              301,032         €0.037     15/11/2015     15/11/2020
                                                                               
                         1,006,861        €0.0433     16/11/2017     16/11/2022
                                                                               
David Wathen               507,641        €0.0433     16/11/2017     16/11/2022
                                                                               
Séamus FitzPatrick         359,593        €0.0433     16/11/2017     16/11/2022
                                                                               
Estate of former         1,149,395         €0.037     15/11/2015     15/11/2020
director                                                                       
                                                                               
                        78,869,311                                             

* 1,450,427 of which were originally issued to Pamela Conroy, who was a
Non-executive director of the Company

The entry into the warrant extension with the directors referred to above
constitutes a related party transaction as defined by the AIM Rules. The
independent director, being Dr Sorca Conroy, having consulted with the
Company's Nominated Adviser and ESM adviser, considers that the terms of the
warrant extension are fair and reasonable insofar as shareholders are
concerned.

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]         
                                                                         
Claire Noyce/William Lynne/Niall Pearson                                 
                                                                         
IBI Corporate Finance Limited (ESM         Tel: [phone]         
Adviser)                                                                 
                                                                         
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


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