Crocodile Gold Corp.
TSX : CRK
OTCQX : CROCF
FRANKFURT : XGC

Crocodile Gold Corp.

January 23, 2012 08:00 ET

Luxor Capital and Crocodile Gold Reach Agreement on Increased Offer Valued at a Price of $0.62 Per Common Share

TORONTO, ONTARIO and NEW YORK, NEW YORK--(Marketwire - Jan. 23, 2012) - Luxor Capital Group, LP ("Luxor") and Crocodile Gold Corp. ("Crocodile Gold") (TSX:CRK)(OTCQX:CROCF)(FRANKFURT:XGC) announced today that they have entered into a support agreement pursuant to which Armant, LLC (the "Offeror"), an affiliate of investment funds managed by Luxor, has agreed to amend its previously announced offer (the "Offer") to acquire up to 215,386,435 common shares ("Common Shares") of Crocodile Gold to, among other things, increase the purchase price to $0.62 per Common Share and to extend the expiry time of the Offer to 5:00 p.m., Toronto time, on February 7, 2012. The revised Offer represents a premium of $0.28, or approximately 82%, to the closing price of the Common Shares on the Toronto Stock Exchange (the "TSX") on December 13, 2011, the last trading day prior to the announcement of the Offeror's intention to make the Offer.

The board of directors of Crocodile Gold, following consultation with its financial and legal advisors and upon receiving a unanimous recommendation of a special committee of independent directors (the "Special Committee"), has unanimously determined that the revised Offer is fair to Crocodile Gold's shareholders and is in the best interests of Crocodile Gold and, accordingly, is unanimously recommending that shareholders tender their Common Shares to the Offer. Cormark Securities Inc., financial advisor to Crocodile Gold's Special Committee, has provided an opinion to the Special Committee that the consideration to be received under the revised Offer is fair, from a financial point of view, to Crocodile Gold's shareholders (other than the Offeror and its affiliates).

"After careful consideration and evaluation, Crocodile Gold's board of directors believes the improved Luxor offer is in the best interests of the company and fair to shareholders" stated Stan Bharti, Executive Chairman of Crocodile Gold. "The Board of Directors is pleased to have the Luxor Group as a cornerstone shareholder, with a vested interest in the future success of Crocodile Gold".

A notice of variation amending the Offer, together with an amended directors' circular recommending acceptance of the revised Offer, is expected to be mailed to shareholders on or about January 26, 2012 and will be accessible at www.sedar.com.

The Offeror's obligation to amend the Offer is subject to certain customary conditions. Completion of the Offer remains subject to certain conditions, including, among others, a sufficient number of Common Shares being tendered to the Offer such that the Offeror and its affiliates would own at least 50% of the issued and outstanding Common Shares. The Offer is also subject to other customary conditions, including the absence of a material adverse change with respect to Crocodile Gold and receipt of all required regulatory approvals. There can be no assurance that the conditions of the Offer will be satisfied prior to the expiry time of the Offer, or that the Offer will be completed as proposed or at all. Pursuant to the support agreement, Crocodile Gold's board of directors has waived the application of Crocodile Gold's shareholder rights plan to the Offer and any related transactions.

For assistance in tendering Common Shares to the Offer, Crocodile Gold shareholders are encouraged to contact the Laurel Hill Advisory Group Company, the depositary for the Offer, at 1-877-452-7184 toll free in North America or at 1-416-304-021 outside of North America (collect calls accepted) or by e-mail at assistance@laurelhill.com. Instructions for tendering Common Shares are also included in the Offer and take-over bid circular and the related letter of transmittal and the notice of guaranteed delivery which were previously mailed to shareholders. Additional copies of these documents may be obtained without charge on request from the Laurel Hill Advisory Group Company and are accessible at www.sedar.com.

Luxor's financial advisor is RK Equity Capital Markets and its legal advisor is Goodmans LLP. Crocodile Gold's financial advisor is GMP Securities LP and its legal advisor is Cassels Brock & Blackwell LLP. Cormark Securities Inc. is acting as financial advisor to the Special Committee and Fraser Milner Casgrain LLP is acting as their legal advisor.

As of the date of this news release, the Luxor Group has beneficial ownership of, and exercise control or direction over, 48,279,695 Common Shares and 17,087,588 warrants of Crocodile Gold, representing approximately 19.97% of the issued and outstanding Common Shares (after giving effect to the exercise of the warrants).

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.

For additional information, please visit our website www.crocgold.com. Follow us on Twitter (@crocgold_crk) or Facebook (www.facebook.com/CrocodileGoldCorp).

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 the Offeror and its affiliates include, among other things, the failure to meet certain conditions to the Offeror's obligations to amend the Offer, the failure to meet certain conditions of the Offer, the failure of the Common Shares to meet the TSX listing requirements following completion of the Offer, 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 the Offeror and its affiliates 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.

This press release does not constitute an offer to buy any securities or a solicitation of any vote or approval or a solicitation of an offer to sell any securities.

The Offer is being made for the securities of a Canadian issuer and the Offer is subject to Canadian disclosure requirements. Shareholders should be aware that such disclosure requirements are different from those of the United States.

Contact Information

  • Luxor Capital Group, LP
    Norris Nissim
    1114 Avenue of the Americas, 29th Floor
    New York, New York, 10036
    212-763-8000

    Laurel Hill Advisory Group
    Information Agent
    366 Bay Street, Suite 200
    Toronto, Ontario, Canada, M5H 4B2
    1-416-304-0211 or Toll Free at 1-877-452-7184
    assistance@laurelhill.com

    Crocodile Gold
    Rob Hopkins
    Manager, Investor Relations
    1-416-861-5899
    info@crocgold.com
    www.crocgold.com