Crocodile Gold Corp.
TSX : CRK

Crocodile Gold Corp.

March 24, 2011 08:55 ET

Crocodile Gold Corp. Announces Closing of C$85 Million Bought Deal Financing

TORONTO, ONTARIO--(Marketwire - March 24, 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 closed its previously announced bought deal offering (the "Offering") of 81,000,000 units (the "Units") of the Company at a price of C$1.05 per unit, for aggregate gross proceeds of C$85,050,000. Each Unit consists of one common share (a "Unit Share") of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one common share of the Company at an exercise price of C$2.25 until March 24, 2016. The Underwriters (defined below) have also been granted an over-allotment option (the "Over-Allotment Option") to purchase up to an additional 12,150,000 Unit Shares at a price of C$0.99 per Unit Share and/or up to an additional 6,075,000 Warrants at a price of C$0.12 per Warrant (or C$0.06 per half Warrant), or a combination thereof (collectively, the "Additional Securities") to cover over-allotments, if any, and for market stabilization purposes, for a period of 30 days from the date hereof. For greater certainty, a maximum of 15% in the aggregate of the number of Unit Shares and Warrants sold in the Offering may be issued in Additional Securities pursuant to the Over-Allotment Option. 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 Warrants are listed on the Toronto Stock Exchange under the symbol "CRK.WT" and will start trading today.

The Units were sold pursuant to an underwriting 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., TD Securities Inc., Fraser Mackenzie Limited, NCP Northland Capital Partners Inc., and Union Securities Ltd. (collectively, the "Underwriters").

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.

In releasing this information, Stan Bharti, Chairman of Crocodile Gold, commented, "We are very grateful to our new and existing shareholders for their support of Crocodile Gold during this transitional period and confident that this significant injection of capital will assist in unlocking Crocodile Gold's full potential as a world class gold producer. As per our recent news, we've strengthened our exploration team and are now in a position to accelerate the dewatering and development at Cosmo, expand the mill, establish a power plant and step up our exploration with a view to maximizing production and enhancing profitability."

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 2,700 km². Crocodile Gold is currently mining from the Howley open pit mine and the Brocks Creek underground mine, with production to shortly begin at the Princess Louise open pit mine. The Company is currently developing the Cosmo underground mine. Ore is processed at the 2.4 million tonne per year Union Reef's Mill. Crocodile Gold has 3.4 million ounces of NI 43-101 compliant measured and indicated resources (52 million tonnes at an average grade of 2.0 g/t gold) and 2.1 million ounces of inferred resources (35 million tonnes at an average grade of 1.9 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.

Contact Information

  • Crocodile Gold Corp.
    Michael Hoffman
    President and CEO
    416-861-2964
    or
    Crocodile Gold Corp.
    Nirupa Maharaj
    Manager, Investor Relations
    416-861-5899