Crocodile Gold Corp.
TSX : CRK

Crocodile Gold Corp.

March 01, 2011 15:20 ET

Crocodile Gold Corp. Announces C$85,050,000 Bought Deal Financing

TORONTO, ONTARIO--(Marketwire - March 1, 2011) -

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") announced today that it has entered into an agreement with a syndicate of underwriters co-led by GMP Securities L.P. and Cormark Securities Inc. and including Raymond James Ltd., Macquarie Capital Markets Canada Ltd, Northland Capital Partners, TD Securities Inc. and Fraser Mackenzie Limited (the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 81,000,000 units (the "Units") of the Company, at a price of C$1.05 per Unit (the "Offering Price") for aggregate gross proceeds to Crocodile Gold of C$85,050,000 (the "Offering"). Each Unit will consist of one common share of the Company (a "Common Share") and one-half of a common share purchase warrant (each whole common share purchase warrant a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share of the Company at the exercise price of C$2.25 per Warrant for a period of 5 years from the Closing Date.

The Company has agreed to grant the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 12,150,000 Common Shares and/or an additional 6,075,000 Warrants, or a combination thereof (collectively, the "Additional Securities") to cover over-allotments, if any, and for market stabilization purposes. For greater certainty, a maximum of 15% in the aggregate of the number of Common Shares and Warrants sold at the Closing may be issued in Additional Securities pursuant to the Over-Allotment Option. The Over-Allotment Option shall be exercisable for a period of 30 days following the Closing Date at an exercise price per Common Share and ½ Warrant equal to the Issue Price in the aggregate, as allocated and described in the Final Prospectus to cover over-allotments, if any, and for market stabilization purposes. If this option is exercised in full, an additional C$12,757,500 will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be C$97,807,500.

The Units will be offered by way of a short form prospectus to be filed in all of the provinces of Canada, except Quebec.

The net proceeds are intended to be used to develop the Cosmo underground mine, accelerate exploration expenditures, expand the current mill capacity at Union Reef, establish a gas fired power plant and for general corporate purposes.

The Offering is expected to close on or about March 24, 2011 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Crocodile Gold

Crocodile Gold is a Canadian company with operating gold mines in the Northern Territory of Australia and a land package of over 2,500 km2. Crocodile Gold is currently mining from the Howley, North Point and Princess Louise open pit mines and the Brocks Creek underground mine. Crocodile Gold commenced mining in November 2009 and announced its first gold pour in December 2009 at its Union Reefs Mill. The Company is currently developing the Cosmo underground mine. Ore is currently processed at the 2.4 million tonne per year Union Reefs Mill. Crocodile Gold has 3.5 million ounces of NI 43-101 compliant measured and indicated resources (57 million tonnes at an average grade of 1.9 g/t gold) and 2.2 million ounces of inferred resources (38 million tonnes at an average grade of 1.8 g/t gold) (see the Amended Annual Information Form dated November 5, 2010 and Crocodile Gold press releases dated September 8, 2009, January 25, 2010, October 14, 2010 and December 2, 2010).

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 confirmed 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 targeted production, future plans, 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.

These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold in the United States or to U.S. persons except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to an exemption therefrom. Accordingly, this news release does not constitute an offer for sale of securities in the United States.

Contact Information

  • Crocodile Gold Corp.
    Michael Hoffman
    President and CEO
    416-861-2964