Crocodile Gold Inc.

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

FRANC-OR RESOURCES CORPORATION

November 03, 2009 09:20 ET

Franc-Or Resources Corporation and Crocodile Gold Inc. Announce Completion of Business Combination

TORONTO, ONTARIO--(Marketwire - Nov. 3, 2009) – Franc-Or Resources Corporation ("Franc-Or") (TSX:FOR) and Crocodile Gold Inc. ("Crocodile Gold") are pleased to announce that they have completed their previously-announced business combination (the "Business Combination"). The Business Combination was completed by way of a three-cornered amalgamation pursuant to which a wholly-owned subsidiary of Franc-Or amalgamated with Crocodile Gold (the "Amalgamation") to form a new amalgamated company ("Amalco"), which now holds all of Crocodile Gold's assets as a wholly-owned subsidiary of Franc-Or.

Mike Hoffman, President and CEO of Crocodile Gold commented, "We appreciate the support from Franc-Or and Crocodile Gold shareholders for this transaction. We look forward to the start of trading of the new Crocodile Gold currently scheduled for November 6, 2009 and also the start of gold production late this year."

Prior to the effective time of the Business Combination, Franc-Or completed a consolidation (the "Consolidation") of its issued and outstanding common shares on the basis of one new Franc-Or common share (each, a "New Franc-Or Share") for each 6.3 existing Franc-Or common shares and changed its name to "Crocodile Gold Corp." It is intended that following the completion of the Business Combination, Franc-Or will also continue from the Yukon Territory to the province of Ontario under the Business Corporations Act (Ontario) and adopt a new general by-law.

Prior to the completion of the Business Combination, Crocodile Gold completed a private placement of 35,000,000 subscription receipts (the "Subscription Receipts") at a price of $1.00 per Subscription Receipt raising gross proceeds of $35,000,000. Upon satisfaction of certain escrow release conditions, including the satisfaction of the conditions precedent to the completion of the Business Combination, each Subscription Receipt automatically converted into one common share (each, a "Common Share") and one-half of a Common Share purchase warrant (each whole Common Share purchase warrant, a "Financing Warrant") of Crocodile Gold (without any further action by the holders thereof, including payment of additional consideration).

At the effective time of the Business Combination, shareholders of Crocodile Gold received one New Franc-Or Share for each Crocodile Gold common share outstanding. All Financing Warrants of Crocodile Gold outstanding at the effective time of the Business Combination were replaced by warrants to purchase New Franc-Or Shares issued on the same terms as the Financing Warrants. All other outstanding warrants and options to acquire common shares of Crocodile Gold will, pursuant to their terms, be exercisable for New Franc-Or Shares.

Pursuant to the Business Combination, Franc-Or has issued an aggregate of approximately 91 million New Franc-Or Shares to the former shareholders of Crocodile Gold and authorized the issuance of an additional 45 million New Franc-Or Shares upon the exercise of the stock options and warrants held by the former security holders of Crocodile Gold. As at November 3, 2009, following completion of the Business Combination, there are 136,663,236 issued and outstanding common shares of Franc-Or, of which 7.4% are held by former shareholders of Franc-Or and 92.6% are held by former shareholders of Crocodile Gold on an undiluted basis.

The TSX will disseminate a notice announcing the delisting of the Franc-Or shares and New Franc-Or Shares are expected to commence trading on the TSX on November 6, 2009 under the symbol "CRK". Former Crocodile Gold and Franc-Or shareholders should send in their completed and executed letters of transmittal and share certificates to Franc-Or's transfer agent, Equity Transfer & Trust Company as soon as possible in order to receive the consideration to which they are entitled pursuant to the Business Combination. Copies of the respective letters of transmittal are available on SEDAR at www.sedar.com under the Franc-Or profile.

Stan Bharti, Chris Bradbrook, Greg Cameron, Bruce Humphrey and Michael Hoffman, all Crocodile Gold directors, have been appointed to the Franc-Or board of directors joining George Faught, an existing Franc-Or director. Michael Hoffman and Brad Boland will join the Franc-Or management team as President and Chief Executive Officer and Chief Financial Officer, respectively, effective at the closing of the Business Combination. Franc-Or would like to take this opportunity to thank Scott Moore, the departing President and Chief Executive Officer, for his invaluable contributions to Franc-Or.

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 management's assessment of Crocodile Gold's future plans and operations and 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.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

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