Crocodile Gold Board Advises Shareholders to TAKE NO ACTION at This Time as Discussions With Luxor to Improve the Current Offer Are Ongoing and Alternatives Continue to Be Explored

TORONTO, ONTARIO–(Marketwire – Jan. 9, 2012) – Crocodile Gold Corp. (TSX:CRK)(OTCQX:CROCF)(FRANKFURT:XGC) ("Crocodile Gold" or the "Company") announces that it has mailed its directors' circular (the "Directors' Circular") in response to the offer (the "Luxor Offer") from Armant, LLC, an affiliate of investment funds managed by Luxor Capital Group, LP (Armant, LLC and Luxor Capital Group, LP together with all affiliates, the "Luxor Group") to Crocodile Gold shareholders ( the "Shareholders") to purchase up to 215,386,435 of the outstanding common shares of Crocodile Gold (the "Common Shares") for $0.56 per Common Share. The Directors' Circular has been filed at www.sedar.com under Crocodile Gold's profile.

 

Crocodile Gold's Board of Directors (the "Board of Directors") is currently negotiating with the Luxor Group regarding the potential improvement of certain terms of the Luxor Offer, including price. The Board is also considering the strategic alternatives available to the Company. As a result, the Directors' Circular asks Shareholders to defer making a decision on tendering their shares to the Luxor Offer until there is further communication from the Board of Directors in a supplemental directors' circular, which will be sent to shareholders at least seven days before the scheduled expiry date of the Luxor Offer.

In response to the Luxor Offer, a special committee of the Board of Directors (the "Special Committee") has been constituted with the mandate to review and consider the Luxor Offer and alternatives to it that would maximize value for Crocodile Gold and Shareholders. The Board of Directors does not believe it is in a position to make a recommendation with respect to the Luxor Offer until these negotiations have been terminated or concluded and the Special Committee and Board of Directors have assessed the Luxor Offer, as it may have been amended or varied as a result of the negotiations. There can be no assurance that the terms of the Luxor Offer will be amended or varied to improve such terms. Moreover, the Board of Directors and management of Crocodile Gold continue to explore other alternatives to the Luxor Offer.

The Luxor Offer is currently open until January 30, 2012, and there is no need for Shareholders to do anything immediately. Crocodile Gold advises Shareholders to TAKE NO ACTION in response to the Luxor Offer at this time.

Shareholders may also contact the information agent retained by Crocodile Gold, Phoenix Advisory Partners:

In North America, call Toll Free at 1-800-398-2142
Banks, Brokers or Collect Calls outside North America, call +1-201-806-2222
Email inquiries can be sent to [email protected]

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

Bill Nielsen, P. Geo of Crocodile Gold Corp. 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 Board and Special Committee's recommendations regarding the Offer, the result of ongoing negotiations with Luxor, any expected amendment to the terms of the Offer, 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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