REG-Conroy Gold & Natural Resources Plc: Capital Reorganisation <Origin Href="QuoteRef">CDG.I</Origin> <Origin Href="QuoteRef">CGNR.L</Origin>

Conroy Gold and Natural ResourcesAnnouncement

23/11/2015 07:00

23 November 2015

                     Conroy Gold and Natural Resources plc                     

                          ("Conroy" or "the Company")                          

                    CAPITAL REORGANISATION AND CONSOLIDATION                   

__________________________________________________________________

Conroy Gold and Natural Resources plc (AIM: CGNR, ESM: CGNR.I), the gold
exploration and development company focused on Ireland and Finland, announces a
proposed capital reorganisation of its share capital ("Capital
Reorganisation").

The Capital Reorganisation comprises firstly a subdivision of the Existing
Ordinary Shares (and also the unissued but authorised Ordinary Shares) and
secondly a consolidation of the subdivided Ordinary Shares to create the New
Ordinary Shares. The effect of the Capital Reorganisation is to reduce the
number of Ordinary Shares in issue by a multiple of approximately 100.

The Board considers it to be in the best interests of the Company and
Shareholders as a whole, and it recommends that Shareholders vote in favour of
the Special Resolution, to effect the Capital Reorganisation, to be proposed at
the Annual General Meeting ("AGM") of the Company to be held at 10.30am on 14
December 2015 at The Clyde Court Hotel, Lansdowne Road, Dublin 4, D02 X2K6.

Background to and reasons for the proposed reorganisation

The Company's Ordinary Shares have recently traded at a discount to their
nominal value of €0.01. As the Company cannot issue shares at a discount to the
nominal value, the Board is proposing the Capital Reorganisation.

In addition, it is the Board's view that the increased share price, which the
Directors expect will result from the Capital Reorganisation will be more
attractive to a greater number of investors. Accordingly, Shareholders will be
asked at the Annual General Meeting to approve a sub-division of the Company's
Ordinary Shares which will have the effect of reducing the nominal value
followed immediately by the consolidation of shares which will reduce the
number of ordinary shares in issue.

The Capital Reorganisation also involves subdividing each issued Existing
Ordinary Share into one Ordinary Share and one Deferred Share and subdividing
each of the unissued Existing Ordinary Shares into 1,000 Ordinary Shares of €
0.00001. The issued and unissued ordinary shares will be consolidated into New
Ordinary Shares ("Consolidated Shares") of €0.001 each. Immediately following
the Capital Reorganisation, each existing Shareholder will hold 1 Consolidated
Share and 100 Deferred Shares in place of each 100 Existing Ordinary Shares.

New certificates representing the Consolidated Shares will be issued as soon as
practicable after the Record Date. No share certificates will be issued for the
Deferred Shares.

From listing of the Consolidated Shares, shareholders' existing ordinary shares
of €0.01 each share certificates will no longer be valid. The Company expects
to dispatch definitive share certificates to shareholders, at the holders'
risk, in respect of the Consolidated Shares held in certificated form by 5
January, 2016.

Following the Capital Reorganisation, and assuming no further Existing Ordinary
Shares are issued between the date of this Circular and the Capital
Reorganisation becoming effective, the issued share capital will comprise
4,373,207 Consolidated Shares and 744,100,571 Deferred Shares (comprising the
Deferred Shares and the Existing Deferred Shares).

Application will be made to the London Stock Exchange and the Irish Stock
Exchange for the Consolidated Shares to be admitted to trading on AIM and the
ESM, respectively. Conditional on, inter alia, the passing of the Resolutions,
it is expected that Admission will become effective and that dealings in the
Consolidated Shares on AIM will commence on 15 December 2015.

Deferred Shares

The Deferred Shares will have no right to vote, attend or speak at general
meetings of the Company and will have no right to receive any dividend or other
distribution and will have only limited rights to participate in any return of
capital on a winding-up or liquidation of the Company. No application will be
made to the London Stock Exchange or the Irish Stock Exchange for admission of
the Deferred Shares to trading on AIM or the ESM.

The Circular and AGM Notice have been posted to shareholders and are available
to view on the Company's website, www.conroygoldandnaturalresources.com.

 Professor Richard Conroy, Chairman commented:

"The Company has made significant progress towards bringing Clontibret into
production and the Board believes that the reorganisation of the share capital
will assist in the development of the Company as we move from exploration to
development.  The Board believes the changes to be in the best interests of the
Company and therefore its shareholders and we therefore recommend that
shareholders support the resolution at the AGM."

For further information please contact:

Conroy Gold and Natural Resources plc                    Tel:               
                                                         +353-1-661-8958    
                                                                            
Professor Richard Conroy, Chairman                                          
                                                                            
Sanlam Securities UK Limited (Nomad)                     Tel:               
                                                         +44-20-7628-2200   
                                                                            
Virginia Bull/Simon Clements                                                
                                                                            
Hybridan LLP (Broker)                                    Tel:               
                                                         +44-20-3713-4580   
                                                                            
Claire Louise Noyce/Niall Pearson/William Lynne                             
                                                                            
IBI Corporate Finance Limited (ESM Adviser)              Tel:               
                                                         +353-766-234-800   
                                                                            
Ger Heffernan / Jan Fitzell                                                 
                                                                            
Lothbury Financial Services                              Tel:               
                                                         +44-20-3290-0707   
                                                                            
Michael Padley                                                              
                                                                            
Hall Communications                                      Tel:               
                                                         +353-1-660-9377    
                                                                            
Don Hall                                                                    

Visit the website at: www.conroygold.com



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