Crocodile Gold Corp.

Crocodile Gold Corp.

December 14, 2011 17:08 ET

Crocodile Gold Appoints Special Committee of the Board and Financial Advisors in Relation to the Luxor Bid

TORONTO, ONTARIO--(Marketwire - Dec. 14, 2011) - Crocodile Gold Corp. (TSX:CRK)(OTCQX:CROCF)(FRANKFURT:XGC) ("Crocodile Gold" or the "Company") wishes to provide an update to its press release of this morning in which it acknowledged the announcement by Luxor Capital Group, LP ("Luxor") on December 13, 2011 of its intention to make an unsolicited partial bid for the common shares of Crocodile Gold. The Company announces that it has formed a special committee of independent directors (the "Special Committee") comprised of George Faught, Peter Tagliamonte and Bruce Humphrey to review the unsolicited partial bid by Luxor.

Upon the formal bid being made, the Special Committee will consider, among other things, whether the bid is in the best interest of the Company's shareholders and whether it represents fair value for the common shares of Crocodile Gold.

The Special Committee's directive is to ensure a proper evaluation of the Luxor proposal is done and to ensure that shareholders of the Company receive the maximum value for their common shares of Crocodile Gold. The Company will consider all possible alternatives to the partial bid, including any competing offers it may receive, to maximize shareholder value. The Company has retained the services of GMP Securities LP ("GMP") as its financial advisor and the Special Committee intends to retain Cormark Securities Inc. ("Cormark") to provide advice as to the fairness of the proposed offer. The Special Committee has not yet received an opinion from Cormark as to the fairness of the proposed Luxor offer and cannot comment on the fairness of the proposed offer at this time.

The Company has received from Luxor a statutory declaration pursuant to section 146 of the Business Corporations Act (Ontario) requiring the Company to furnish Luxor with a shareholder list. Accordingly, Crocodile Gold's shareholders should await the results of the review and recommendation of the Special Committee and the board of directors before making any decisions with respect to the offer from Luxor. After the formal bid document is received from Luxor, Crocodile Gold will issue a directors' circular that will contain important information for shareholders, including the board's recommendation regarding the offer. The Company advises shareholders to not deposit any common shares to the Luxor offer, if and when received, and to not take any other action concerning the offer until shareholders have received and read the directors' circular.

About Crocodile Gold

Crocodile Gold is a Canadian company with operating gold mines in the Northern Territory of Australia and a land position of over 3,300 square kilometres. Crocodile Gold is currently mining from the Mottrams and Princess Louise open pit mines and is developing the Cosmo underground mine. Ore is processed at the 2.4 million tonne per year Union Reefs Mill. Crocodile Gold has 3.175 million ounces of National Instrument 43-101 compliant measured and indicated mineral resources (51.85 million tonnes at an average grade of 1.9 g/t gold) and 2.14 million ounces of inferred mineral resources (36.35 million tonnes at an average grade of 1.8 g/t gold). The Company has an exploration program in place with a main focus on the Union Reefs Project, the Cosmo Mine and the Maud Creek Deposit.

Qualified Person

David Keough, MAusIMM of Crocodile Gold Australia Operations 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 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, the outcome of the proposed bid and the board and Special Committee's recommendations regarding the bid, the value of the Company's common shares, operations 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, 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.

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