Crocodile Gold Inc.

Crocodile Gold Inc.

October 09, 2009 10:01 ET

Franc-Or Resources Corporation and Crocodile Gold Inc. Announce Closing of Subscription Receipt Financing

TORONTO, ONTARIO--(Marketwire - Oct. 9, 2009) - Franc-Or Resources Corporation ("Franc-Or") (TSX:FOR) and Crocodile Gold Inc. ("Crocodile Gold") are pleased to announce that Crocodile Gold has completed its previously announced private placement (the "Offering") of 35,000,000 subscription receipts (the "Subscription Receipts") at a price of $1.00 per Subscription Receipt (the "Issue Price") raising gross proceeds of $35,000,000 through a syndicate of underwriters co-led by Macquarie Capital Markets Canada Ltd. and Cormark Securities Inc. and including GMP Securities L.P., Wellington West Capital Markets Inc., and Fraser Mackenzie Inc. (collectively the "Underwriters"). Each Subscription Receipt is exercisable into one common share (each, a "Common Share") and one-half of a Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant") of Crocodile Gold. Each Warrant will entitle the holder to acquire one Common Share at a price of $1.50, subject to an accelerated expiry whereby, in the event that the closing price of the common shares of Franc-Or (assuming the completion of the Business Completion and the proposed consolidation of the Franc-Or shares on a 6.3 for 1 basis) on the Toronto Stock Exchange ("TSX") is in excess of $2.00 for a period of 10 consecutive trading days at any time after the closing of the Offering, the issuer may, at its option, accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire at 4:00 p.m. on the date which is the earlier of: (i) the 30th day after the date on which such notice is given by the issuer and (ii) the two year anniversary of the closing date.

The proceeds from the sale of the Subscription Receipts will be held in escrow pending satisfaction of certain conditions, including the satisfaction of the conditions precedent to the completion of the proposed business combination agreement between Crocodile Gold and Franc-Or, as previously announced (the "Business Combination"). Upon satisfaction of such conditions, each Subscription Receipt will be automatically converted into one Common Share and one-half of a Warrant (without any further action by the holders thereof, including payment of additional consideration). If such conditions are not satisfied by November 30, 2009, Crocodile Gold will repurchase the Subscription Receipts at a redemption price per Subscription Receipt equal to the Issue Price plus interest (if any).

Crocodile Gold has agreed to extend the Underwriters' option to purchase up to an additional 20,000,000 Subscription Receipts ($20,000,000), exercisable at the Issue Price at any time up to the earlier of (i) 30 days following closing of the Offering and (ii) three days prior to the closing of the Business Combination. It is anticipated that closing of the Business Combination will occur on or about November 3, 2009.

About Crocodile Gold

Crocodile Gold is a Canadian company that recently completed the acquisition of a number of past producing gold assets in the Northern Territory of Australia from GBS Gold. These assets are held through its 100% owned subsidiary Crocodile Gold Australia Pty Ltd. The assets comprise the Burnside Project, Tom's Gully Project and Maud Creek Project, in addition to others, covering an area of greater than 3,500 square kilometres and located approximately 90 to 285 kilometres south of the capital city, Darwin. The Burnside Project includes the Brocks Creek underground mine, the Chinese open pit mine and several additional deposits along the Cosmo/Chinese corridor, including the undeveloped Cosmo underground deposit. The Tom's Gully Project includes the Tom's Gully underground mine. Crocodile Gold also operates the 8,000 tpd Union Reefs mill and the 800 tpd Tom's Gully mill.

About Franc-Or

Franc-Or Resources Corporation is a publicly traded mineral exploration company dedicated to the exploration of precious and base metals. The Corporation currently holds 100% interests in two mineral exploration properties, the Mario property (Zn, Pb, Ag, Au) in central Peru, and the Humboldt Springs property (Au, Ag) in north-central Nevada.

Cautionary Note

Certain information set forth in this press release contains "forward-looking information" under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking information which include management's assessment of Crocodile Gold's and Franc-Or's future plans and operations and are based on Crocodile Gold's and Franc-Or's current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Some of the forward-looking information 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 information necessarily involve known and unknown risks and uncertainties, which may cause Crocodile Gold's and Franc-Or'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 information. 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 and Franc-Or'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; and management's ability to anticipate and manage the foregoing factors and risks. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Crocodile Gold and Franc-Or undertakes no obligation to update forward-looking information 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 information.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Crocodile Gold Inc.
    Michael Hoffman
    President and CEO
    (416) 861-2964
    Franc-Or Resources Corporation
    G. Scott Moore
    President and CEO
    (416) 861-5903