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Pin to quick picksConroy Gld&nres Regulatory News (CGNR)

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Issue of Equity

29 May 2012 07:00

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* 24.13Conroy 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: +353-1-661-8958 Professor Richard Conroy, Chairman Merchant Securities Limited (Nomad) Tel: +44-20-7628-2200 Simon Clements/Virginia Bull, Shore CapitalStockbrokers Limited(Broker) Tel: +44-20-7408-4050 Jerry Keen/Bidhi Bhoma/Toby Gibbs IBI Corporate Finance Limited (ESM Adviser) Tel:+353-766 -234-800 Brian Farrell Lothbury Financial Services Tel: +44-20-7868-2010 Michael Padley/Michael Spriggs Hall Communications Tel: +353-1-660-9377 Don Hall

Visit the website at: www.conroygoldandnaturalresources.com

Date   Source Headline
3rd Nov 20167:00 amPRNGold Zone Extended, High Grade Gold
26th Oct 20167:00 amPRNHolding(s) in Company
22nd Sep 20167:00 amPRNNew Gold Zones, High Grade Gold
19th Sep 20168:37 amPRNCORRECTION
19th Sep 20167:00 amPRNDiamondiferous Resource Potential around Lahtojoki
10th Aug 20167:00 amPRNGold lode continuity at Clontibret
3rd Aug 20167:00 amPRNDrilling update
18th Jul 20167:00 amPRNNew gold zones intersected in Glenish drilling
2nd Jun 20167:00 amPRNConroy Commences its Drilling Programme
13th May 20161:56 pmPRNHolding(s) in Company
11th May 20162:14 pmPRNHolding(s) in Company
10th May 20167:00 amRNSEnterprise Securities Market Notice
6th May 20162:28 pmPRNHolding(s) in Company
4th May 201612:51 pmPRNPlacing and Issue of Equity
31st Mar 20167:00 amPRNTargeting 5 million oz of gold at Clay Lake – Clontibret
14th Mar 20169:00 amPRNChange of Adviser
14th Mar 20167:00 amPRNAIM Disclosure Update
29th Feb 201610:05 amPRNHalf-yearly Report
11th Feb 20167:00 amPRNHenry Rennison
28th Jan 20167:00 amPRNEnlargement of Clay Lake gold target
29th Dec 20157:00 amRNSEnterprise Securities Market Notice
21st Dec 20157:00 amPRNSubscription and Debt Conversion to raise £375,000
14th Dec 201512:54 pmPRNResult of AGM
23rd Nov 20157:05 amPRNCapital Reorganisation
23rd Nov 20157:00 amPRNFinal Results
16th Jun 20157:00 amPRNNew Gold Target Discovered
3rd Jun 20157:00 amPRNPositive results from infill drilling at Clontibret
27th Mar 20152:51 pmPRNChange of Registered Office
23rd Mar 20157:00 amPRNHigh Grade Gold Intersected
25th Feb 20157:00 amPRNHalf-yearly Report
17th Dec 20142:54 pmPRNDirector/PDMR Shareholding
15th Dec 20141:54 pmPRNResult of AGM
15th Dec 20147:00 amPRNPlans for Antimony as well as Gold
10th Dec 20147:00 amPRNPositive Slieve Glah Structural Study
3rd Dec 20147:00 amPRNTotal Voting Rights
2nd Dec 20147:00 amPRNGold Targets Identified by Satellite Imagery
28th Nov 20147:00 amRNSEnterprise Securities Market Notice
24th Nov 20147:00 amPRNDebt conversion and extension of warrants
21st Nov 20147:00 amPRNFinal Results
14th Nov 20147:00 amPRNExploration Claims Granted in Finland
31st Oct 20144:29 pmPRNTotal Voting Rights
22nd Oct 20147:00 amRNSEnterprise Securities Market Notice
8th Oct 20147:00 amPRNIssue of Equity
19th Sep 20147:00 amPRNDefinitive Mining Plan in Development at Clontibret
10th Jul 20147:00 amPRNProject Manager Appointed at Clontibret
23rd Jun 20147:00 amPRNGold zones at Slieve Glah identified
22nd May 20147:00 amPRNTrenching at Clay Lake Target
8th May 20147:00 amPRNTrenching at Clay Lake
1st Apr 20147:00 amPRNTotal Voting Rights
4th Mar 20147:00 amRNSEnterprise Securities Market Notice

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