Crocodile Gold Announces $25 Million Offering of Convertible Debentures

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

TORONTO, ONTARIO -- (Marketwire - March 8, 2013) - Crocodile Gold Corp. (TSX:CRK) (OTCQX:CROCF) (FRANKFURT:XGC) ("Crocodile Gold" or the "Company") today announced that it has filed a preliminary short form prospectus in connection with a marketed public offering (the "Debenture Offering") of $25,000,000 principal amount of 5.0% convertible second lien debentures (the "Debentures"). Crocodile Gold has appointed Raymond James Ltd. ("Raymond James") to act as underwriter for the Debenture Offering.

Crocodile Gold is pursuing the Debenture Offering to fund several key projects that will further the growth of the Company in both the Northern Territory and State of Victoria, as part of the Company's five year plan. These projects include:

- Big Hill Project, Stawell, Victoria - The project is currently in the permitting stage. Crocodile Gold recently completed a preliminary economic assessment (the "PEA") for the project, prepared in accordance with National Instrument 43-101 ("NI 43-101"), which could potentially extend the operations at Stawell up to five years.

- Prospect Deposit, Union Reefs, Northern Territory - The Company plans to continue advanced exploration at the Prospect Deposit which will include the construction of an underground exploration decline.

- Maud Creek, Northern Territory - After a positive desktop study was completed in 2012, the Company will be completing a prefeasibility study.

In addition to these projects, the Debenture Offering will support the continued development of Cosmo (where the Company recently declared the commencement of commercial production) and Fosterville and fund general working capital for the Company.

Raymond James has been granted an over-allotment option to purchase Debentures in an aggregate principal amount of up to an additional $3,750,000, exercisable in whole or in part at any time up to 30 days following the closing of the Debenture Offering, which is expected to occur on or about March 25, 2013 (the "Closing Date"). The Debentures will mature on April 30, 2018 (the "Maturity Date"), unless earlier converted or redeemed, and will bear interest, accruing, calculated and payable semi-annually in arrears on October 31 and April 30 in each year commencing October 31, 2013, at a rate of 5.0% per year. The Company will have the option to pay such interest by delivering common shares of the Company ("Common Shares") to a trustee for sale, in which event holders of the Debentures will be entitled to receive a cash payment from the proceeds of such sale equal to the interest owed.

The Debentures will be convertible at the holder's option into Common Shares at any time prior to the close of business on the Maturity Date at a conversion price per Common Share (the "Conversion Price") equal to 110% of the volume weighted average trading price (the "VWAP") of the Common Shares on the Toronto Stock Exchange (the "TSX") for the 20 consecutive trading days prior to the date of the final short form prospectus in respect of the Debenture Offering, subject to customary adjustment events.

Other than in the context of a change of control, the Debentures will not be redeemable before April 30, 2015. On or after April 30, 2015 and prior to the Maturity Date, the Debentures will be redeemable in whole or in part from time to time at the option of the Company at a price equal to the principal amount thereof plus accrued and unpaid interest, provided that the VWAP of the Common Shares on the TSX for the 20 consecutive trading days ending on the fifth trading day preceding the day prior to the date upon which the notice of redemption is given is at least 150% of the Conversion Price.

The Debentures will be secured on a second lien basis by all property and assets of the Company, and by a pledge of all of the capital stock of the Company's Canadian subsidiary (being the entity through which the Company holds its interests in its various subsidiaries). The Debentures will be direct obligations of the Company, subordinated only to the AUS$75M Credit Suisse facility and senior in right of payment to any other indebtedness of the Company.

In conjunction with the completion of the Debenture Offering, Raymond James is to receive a 6% cash commission on the total dollar amount raised; however, as part of the Debenture Offering, the Company may issue up to an aggregate of $10,000,000 principal amount of Debentures to Luxor Capital Group and other insiders for which the underwriting fee rate will be 2%.

The Debenture Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the TSX.


About Crocodile Gold

Crocodile Gold is a Canadian gold mining and exploration company with three operating mines in both the Northern Territory and the State of Victoria in Australia. The Company has a combined land package in excess of 4,000 sq. km. The objective of Crocodile Gold is to continue production from its three operating mines, Cosmo, Stawell and Fosterville, while also advancing exploration programs to further organic growth. For additional information, please visit our website www.crocgold.com.

Follow us on Twitter (@crocgold_crk) or
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Qualified Person

F. W. Nielsen P.Geo, V.P. Exploration of Crocodile Gold Corp. is a "qualified person" as such term is defined in NI 43-101 and has reviewed and approved the technical information and data included in this press release.


Cautionary Note

These securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.

The PEA is preliminary in nature and is based on a number of assumptions that may be changed in the future as additional information becomes available. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The PEA includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized.

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 the anticipated closing of the Offering, the Company's expectations for future performance based on current drill results and past production, expected gold prices, 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, and 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

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