Crocodile Gold Corp.

TSX : CRK


Crocodile Gold Corp.

February 20, 2014 09:43 ET

Crocodile Gold Announces $18 Million Private Placement Financing

TORONTO, ONTARIO--(Marketwired - Feb. 20, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Crocodile Gold Corp. (TSX:CRK) ("Crocodile Gold" or the "Company") today announced that it has agreed to complete an $18 million private placement (the "Placement") with Sprott Asset Management LP ("Sprott") on behalf of certain funds and managed accounts, Eric Sprott and Luxor Capital Group ("Luxor").

The Placement will consist of the issuance of up to 69,230,770 units (the "Units") at a price of $0.26 per Unit. Each Unit will consist of one common share of Crocodile Gold and one-quarter of one common share purchase warrant ("Warrant") with each whole Warrant being exercisable to acquire one further common share of Crocodile at a price of $0.35 for a period of 12 months from closing and at a price of $0.40 for an additional period of 12 months beginning on the date of the first anniversary of the closing of the Placement.

The securities underlying the Units, including the common shares and Warrants issued on closing, as well as the common shares issuable upon due exercise of the Warrants, will all be subject to a four month statutory hold period commencing on the date of issuance. Closing of the Placement is expected to occur on or about February 28, 2014 and remains subject to a number of conditions, including without limitation, the entering into of definitive documentation with Sprott and Luxor and the receipt of regulatory approval, including approval of the TSX.

The Company intends to use the net proceeds to fund growth projects, such as the Big Hill Project, and regional exploration programs as well as for general working capital purposes. In connection with the Placement a finder's fee will be paid to Brant Securities Ltd.

About Crocodile Gold

Crocodile Gold is a Canadian gold mining and exploration company with three operating mines in the Northern Territory and the State of Victoria, Australia. The Company has a combined land package in excess of 4,000 sq. km. The objective of Crocodile Gold is to continue production from its three operating mines, Cosmo, Stawell and Fosterville, while also exploring and developing the Company's resources to ensure sustainable production in the future. For additional information, please visit our website www.crocgold.com.

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Cautionary Note

These securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.

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 the anticipated closing of the Placement, the Company's expectations for future performance based on current drill results and past production, expected gold prices, and mineral resource estimates, 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; the ability to secure adequate financing 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, and 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.

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