Crocodile Gold Inc.

Crocodile Gold Inc.
FRANC-OR RESOURCES CORPORATION
TSX : FOR

FRANC-OR RESOURCES CORPORATION

November 02, 2009 16:00 ET

Crocodile Gold and Franc-Or Resources Shareholders Approve Business Combination Agreement

TORONTO, ONTARIO--(Marketwire - Nov. 2, 2009) - Crocodile Gold Inc. ("Crocodile Gold") and Franc-Or Resources Corporation (TSX:FOR) ("Franc-Or") today announce that shareholders for both companies have voted in favour of the previously announced business combination (the "Transaction") at special meetings of shareholders of Crocodile Gold and Franc-Or each held separately today in Toronto. The Transaction was approved by 100% of the Crocodile Gold votes cast, representing approximately 42% of Crocodile Gold's issued and outstanding shares. The transaction was approved by approximately 88% of Franc-Or votes cast, representing approximately 44% Franc-Or's issued and outstanding shares.

The combined company will continue under the name Crocodile Gold Corp. and will trade on the Toronto Stock Exchange under the symbol "CRK". Trading is expected to commence on November 6, 2009.

Management of Crocodile Gold Corp. will consist of Michael Hoffman as President and Chief Executive Officer, Brad Boland as Chief Financial Officer and Grant Davey as the Chief Operating Officer. The Board of Directors will consist of Stan Bharti as Chairman, Chris Bradbrook as Vice Chairman, Mike Hoffman, Bruce Humphrey, George Faught and Greg Cameron.

Prior to the effective date of the Transaction, Franc-Or will complete a consolidation of its issued and outstanding common shares on the basis of one Crocodile Gold share for each 6.3 existing Franc-Or common shares (the "Consolidation"). The Consolidation was approved by approximately 88% of the Franc-Or shareholders at the special meeting of Franc-Or shareholders.

The completion of the Transaction is expected to take place on November 3, 2009.

About Crocodile Gold

Crocodile Gold is a Canadian company that has completed the acquisition of recent past producing gold assets in the Northern Territory of Australia. The assets comprise an area of greater than 3,500 square kilometres and are located approximately 90 to 285 kilometres south of the capital city, Darwin, and include the Burnside Project, Tom's Gully Project and Maud Creek Project. The property contains 3.0 million ounces of NI 43-101 compliant measured and indicated resources, and 1.6 million ounces of inferred resources. The Burnside Project includes the Brocks Creek underground mine, the Chinese open pit mine and several additional deposits along the Cosmo/Chinese corridor, including the undeveloped Cosmo underground deposit. The Tom's Gully Project includes the Tom's Gully underground mine and the former Mt Bundy (Rustler's Roost) Mine. Crocodile Gold operates the 8,000 tpd Union Reefs mill and the 800 tpd Tom's Gully mill. Crocodile Gold plans to produce over 100,000 ounces of gold in 2010 and over 200,000 ounces in 2011. Crocodile Gold will trade under the symbol CRK on the Toronto Stock Exchange.

Cautionary Note

Certain information set forth in this press release contains "forward-looking statements", and "forward-looking information under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements which include, without limitation statements regarding the timeline for the closing of the business combination and commencement of trading of CRK shares and management's assessment of Crocodile Gold's future plans and operations that are based on Crocodile Gold's current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Some of the forward-looking statements may be identified by words such as "expects" "anticipates", "believes", "projects", "plans", and similar expressions. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause Crocodile Gold's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: liabilities inherent in mine development and production; geological, mining and processing technical problems; Crocodile Gold's inability to obtain required mine licenses, mine permits and regulatory approvals required in connection with mining and mineral processing operations; competition for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled personnel; incorrect assessments of the value of acquisitions; changes in commodity prices and exchange rates; currency and interest rate fluctuations; various events which could disrupt operations and/or the transportation of mineral products, including labour stoppages and severe weather conditions; the demand for and availability of rail, port and other transportation services; and management's ability to anticipate and manage the foregoing factors and risks. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Crocodile Gold undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

Contact Information

  • Crocodile Gold Inc
    Michael Hoffman
    President and CEO
    416-861-2964
    or
    Crocodile Gold Inc
    Ashleigh Meyer
    Manager, Investor Relations
    416-861-5899
    info@crocgold.com