Crocodile Gold Corp.

Crocodile Gold Corp.

February 09, 2012 07:30 ET

Crocodile Gold Announces Completion of Bid as Luxor Capital Group Becomes 70% Shareholder

TORONTO, ONTARIO--(Marketwire - Feb. 9, 2012) - Crocodile Gold Corp. ("Crocodile Gold") (TSX:CRK)(OTCQX:CROCF)(FRANKFURT:XGC) announces that Armant, LLC (the "Offeror"), an affiliate of investment funds managed by Luxor Capital Group, LP ("Luxor Capital") has announced that approximately 170,618,271 Common Shares have been tendered pursuant to the previously announced offer to acquire up to 215,386,435 common shares ("Common Shares") of Crocodile Gold at a price of $0.62 per Common Share (the "Offer") and investment funds affiliated with the Offeror will take up and pay for such Common Shares. The Common Shares taken up, together with the Common Shares already owned or controlled by Luxor Capital, represent approximately 70% of the outstanding Common Shares.

Crocodile Gold also announces that Stan Bharti, Chairman of the Board of Directors, has resigned from Crocodile Gold upon completion of the Offer as contemplated in the support agreement (the "Support Agreement") entered into on January 23, 2012 between Crocodile Gold and the Offeror. Pursuant to the terms of the Support Agreement, further changes to the Board of Directors are anticipated, including the designation of two directors by Luxor Capital. Following completion of the Offer, Chantal Lavoie, President and Chief Executive Officer, entered into a new employment agreement having a term of 30 months. In addition to Mr. Lavoie, other members of senior management of Crocodile Gold will continue with the Company following completion of the Offer, including Stephen Woodhead, Chief Financial Officer, David Keough, Chief Operating Officer, Bill Nielsen, Vice President, Exploration, and Brianna Davies, Corporate Secretary.

"I am excited for the future of Crocodile Gold's prospects and the strengthened relationship with Luxor Capital as a cornerstone shareholder," stated Mr. Bharti, "I look forward to following the Company's progress."

Additionally, Crocodile Gold's management team intends to carry on with their 2012 objectives. President & Chief Executive Officer, Chantal Lavoie, commented: "The management team remains fully committed to implementing our current strategy, maximizing value for all shareholders and we look forward to growing our relationship with Luxor Capital. Crocodile Gold is grateful for the leadership of Mr. Bharti from the Company's early stages upon acquisition of its asset package in the Northern Territory of Australia and through challenges faced in the past year."

Crocodile Gold also announces that the limited duration Shareholder Rights Plan that was adopted on December 19, 2011 has been terminated in accordance with its terms and is no longer of any force and effect.

About Crocodile Gold

Crocodile Gold is a Canadian company with operating gold mines in the Northern Territory of Australia with a land package of over 3,300 km2. Crocodile Gold is currently mining a number of open pits in the Howley Corridor. The Company is also developing the Cosmo underground mine. Ore is processed at the Union Reefs Mill with a capacity of 2.4 million tonne per year. Crocodile Gold has 3.175 million ounces of NI 43-101 compliant Measured and Indicated mineral resources and 2.14 million ounces of Inferred mineral resources (see the NI 43-101 compliant technical report entitled "Report on the Mineral Resources and Mineral Reserves of the northern Territory Gold and Base Metals Properties for Crocodile Gold Corp." by Fleur Muller, Mark Edwards and Heath Gerritsen dated April 4, 2011, filed under the Company's profile on SEDAR for the details regarding these mineral resource estimates). The Company has an extensive exploration program in place and is drilling on several key properties on its expansive land package. Crocodile Gold's main focus is on the Cosmo Mine, the Union Reefs and Maud Creek project areas.

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Qualified Person

David Keough F.AusIMM of Crocodile Gold Inc is a "qualified person" as such term is defined in National Instrument 43-101 and has reviewed and approved the technical information and data included in this press release.

Cautionary Note

Certain statements in this news release constitute forward-looking information within the meaning of applicable Canadian securities laws and are prospective in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. Forward-looking information generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect" or "believe", or grammatical variations thereof. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from the expectations of Crocodile Gold include, among other things, general business and economic conditions globally or in particular geographic regions in which Crocodile Gold and its subsidiaries conduct business, the inability to attract and retain qualified employees, competition, regionally and internationally, changes in law, disruptions in business operations due to reorganization activities, and interest rate and foreign currency fluctuations. Such forward-looking information should therefore be construed in light of such factors, and Crocodile Gold is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

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