Crew Gold Corporation
FRANKFURT : KNC
TSX : CRU
OSLO STOCK EXCHANGE : CRU
OTC Bulletin Board : CRUGF

Crew Gold Corporation

November 21, 2005 09:26 ET

Crew Gold Corporation Successfully Closes Book on Equity Subscriptions for Guinor Acquisition and Receives Guarantee for an Additional US$50 Million in Convertible Bonds

LONDON, UNITED KINGDOM--(CCNMatthews - Nov. 21, 2005) - Crew Gold Corporation (TSX:CRU) (OSE:CRU) (FWB:KNC) (OTCBB:CRUGF)

NOT FOR DISSEMINATION IN THE UNITED STATES

Reference is made to Crew's press release of November 14, 2005 regarding the private placement of US$150-200 million of subscription receipts for Crew common shares by way of an institutional book-building process. Crew is pleased to announce that the book was closed, on schedule, on Friday November 18, 2005 and total subscriptions amounted to US$150 million at subscription price of NOK 9 (C$ 1.65).

As previously announced on October 16,2005, to complete the proposed acquisition of Guinor Gold Corporation, Crew has also received US$150 million in private placement subscriptions for five-year senior unsecured convertible bonds. The bonds have an annual coupon of 6% per annum and are to be convertible at the option of the holders into common shares of Crew at a conversion price of NOK 12.16 (C$ 2.16) per common share.

Crew also today announced that it is lowering the conversion price for the bonds to NOK 11.00 (C$1.95) in consideration for receiving a new guarantee (the "Bond Guarantees") from the bond subscribers to subscribe for an additional US$50 million in convertible bonds on otherwise the same terms.

As a consequence of the US$300 million in equity and bond subscriptions and the additional US$50million convertible bond financing supported by the Bond Guarantees, the Company is pleased to advise that not only is Crew's proposed acquisition of Guinor fully financed but also management believes that Guinor's requirements for additional financing to complete development of its LEFA project in Guinea and Crew's requirements for completion of the development of the Apex Gold Mine in the Philippines are also fully financed.

Jan Vestrum, Crew's Chief Executive Officer commented: "We are pleased and gratified by the continued support of our shareholders which has allowed us to pursue our goal, announced late last year, of becoming a significant mid tier producer. With many of our financial requirements now met, we look forward to focusing on achieving our development and production targets and continuing to deliver value to our shareholders."

Subject to applicable law and regulatory requirements, Crew intends to offer the new US$50 million in convertible bonds to its existing shareholders of record as of December 2, 2005 on a private placement basis. Subject to the minimum subscription and allotment amount of NOK 500,000 being met, existing shareholders in the Company will have pre-emptive rights to subscribe for the bonds issued under this new private placement. To the extent subscriptions are not received for US$50 million, the Bond Guarantees will ensure that the placement is fully subscribed. The additional placement of bonds is subject to receipt of necessary regulatory approvals and receipt of the approval of Crew's existing convertible bondholders holding not less than 2/3 of those bonds. A bondholders meeting is expected to take place in late November 2005 to allow for the new placement.

Payment in connection with the US$300 million subscription receipt and initial convertible bond placement is expected to occur on or before December 2, 2005. The expiry date for Crew's offer to acquire all of the shares of Guinor is December 9, 2005. Closing of the additional US$50 million convertible bond placement is anticipated to be on or before December 16, 2005.

Jan A. Vestrum

President & CEO

THIS IS NOT AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES. THE DISTRIBUTION OF THIS PRESS RELEASE AND THE OFFER AND SALE OF THE SECURITIES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. ANY PERSONS READING THIS PRESS RELEASE SHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCH RESTRICTIONS.

THIS IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. NO SECURITIES HAVE BEEN REGISTERED UNDER THE U.S SECURITIES ACT TO BE OFFERED FOR SALE IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED FOR SALE IN THE UNITED STATES ABSENT REGISTRATION UNDER THE U.S. SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION. ANY PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS.

Safe Harbour Statement

Certain statements contained herein, as well as oral statements that may be made by the company or by officers, directors or employees of the company acting on the company's behalf, that are not statements of historical fact, may constitute "forward-looking statements" and are made pursuant to applicable and relevant national legislation (including the Safe-Harbour provisions of the United States Private Securities Litigation Reform Act of 1995) in countries where Crew is conducting business and/or investor relations. Forward-looking statements, include, but are not limited to those with respect to the expected pricing, size and timing of the proposed private placement. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "does not expect", "is expected", "targets", "budget", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or equivalents or variation, including negative variation, of such words and phrases, or state that certain actions, events or results, "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of the company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, the price of gold, fluctuations in financial markets, investor interest in the proposed private placement. Although Crew has attempted to identify important factors that could cause actual actions, events or cause actions events or results not to be anticipated, estimated or intended, 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. Except as may be required by applicable law or stock exchange regulation, the company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events. Accordingly, readers should not place undue reliance on forward-looking statements.

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