Crocodile Gold Inc. CRK.to

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Crocodile Gold Inc. CRK.to

http://pennystockjournal.blogspot.com/2011/12/crocodile-gold-corp-crkt.html
 

Pages%2Bfrom%2BCRK_IR_Presentation_NOV20 Crocodile Gold Corp - CRK.t is a gold producer operating 4 gold mines in the Northern Territory of Australia.
imagesCARQCHRR.jpg

t?s=crk.to&lang=en-US&region=US&width=27imagesCAGWCPIF.jpgfrontpage1.jpg imagesCAMXG5OM.jpg

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one of the cheapest gold

one of the cheapest gold producers out there but for a good reason. now this stock was so cheap that a takeover is imminent.

Crocodile Gold Appoints Special Committee of the Board and Financial Advisors in Relation to the Luxor Bid

12/14/2011

 

TORONTO, ONTARIO--(Marketwire - Dec. 14, 2011) - Crocodile Gold Corp. (TSX:CRK)(OTCQX:CROCF)(FRANKFURT:XGC) ("Crocodile Gold" or the "Company") wishes to provide an update to its press release of this morning in which it acknowledged the announcement by Luxor Capital Group, LP ("Luxor") on December 13, 2011 of its intention to make an unsolicited partial bid for the common shares of Crocodile Gold. The Company announces that it has formed a special committee of independent directors (the "Special Committee") comprised of George Faught, Peter Tagliamonte and Bruce Humphrey to review the unsolicited partial bid by Luxor.

Upon the formal bid being made, the Special Committee will consider, among other things, whether the bid is in the best interest of the Company's shareholders and whether it represents fair value for the common shares of Crocodile Gold.

The Special Committee's directive is to ensure a proper evaluation of the Luxor proposal is done and to ensure that shareholders of the Company receive the maximum value for their common shares of Crocodile Gold. The Company will consider all possible alternatives to the partial bid, including any competing offers it may receive, to maximize shareholder value. The Company has retained the services of GMP Securities LP ("GMP") as its financial advisor and the Special Committee intends to retain Cormark Securities Inc. ("Cormark") to provide advice as to the fairness of the proposed offer. The Special Committee has not yet received an opinion from Cormark as to the fairness of the proposed Luxor offer and cannot comment on the fairness of the proposed offer at this time.

The Company has received from Luxor a statutory declaration pursuant to section 146 of the Business Corporations Act (Ontario) requiring the Company to furnish Luxor with a shareholder list. Accordingly, Crocodile Gold's shareholders should await the results of the review and recommendation of the Special Committee and the board of directors before making any decisions with respect to the offer from Luxor. After the formal bid document is received from Luxor, Crocodile Gold will issue a directors' circular that will contain important information for shareholders, including the board's recommendation regarding the offer. The Company advises shareholders to not deposit any common shares to the Luxor offer, if and when received, and to not take any other action concerning the offer until shareholders have received and read the directors' circular.

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Crocodile Gold Adopts

Crocodile Gold Adopts Shareholder Rights Plan

12/19/2011

 

TORONTO, ONTARIO--(Marketwire - Dec. 19, 2011) - Crocodile Gold Corp. (TSX:CRK)(OTCQX:CROCF)(FRANKFURT:XGC) ("Crocodile Gold" or the "Company") announced that its Board of Directors has adopted a limited duration Shareholder Rights Plan (the "Rights Plan"). The Rights Plan will expire at 5:00 p.m. (Toronto time) on February 29, 2012. The Rights Plan is intended to ensure that in the context of the unsolicited take-over proposal for Crocodile Gold common shares announced by Luxor Capital Group, LP ("Luxor"), the Board has sufficient time to identify, develop and negotiate alternatives to maximize shareholder value. The Rights Plan also seeks to ensure the fair treatment of shareholders and to provide them with adequate time to properly assess any potential take-over bid without undue pressure.

The Board has authorized the issuance of one right in respect of each common share of the Company outstanding at 5:00 p.m. (Toronto time) on December 15, 2011 and each share issued thereafter. The rights will become exercisable if a person, together with its affiliates, associates and joint actors, acquires or announces an intention to acquire beneficial ownership of common shares which, when aggregated with its current holdings, total 20% or more of the outstanding common shares of the Company (determined in the manner set out in the Rights Plan). Following the acquisition of 20% or more of the outstanding common shares, each right held by a person other than the acquiring person and its affiliates, associates and joint actors would, upon exercise, entitle the holder to purchase common shares at a substantial discount to the market price of the common shares at that time.

The Board has the discretion to defer the time at which the rights become exercisable (which it has done in respect of the proposed Luxor offer) and to waive the application of the Rights Plan if the Board determines it is in the best interests of the Company to do so.

The Rights Plan permits the acquisition of control of Crocodile Gold through a "permitted bid", a "competing permitted bid" or a negotiated transaction. A permitted bid is one that, among other things, is made to all holders of common shares for all of their shares, is open for a minimum of 60 days and is subject to an irrevocable minimum tender condition of at least 50% of the common shares held by independent shareholders.

Although the Rights Plan is effective immediately, it remains subject to acceptance by the Toronto Stock Exchange. A copy of the Rights Plan will be available under the Company's profile at www.sedar.com.

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Crocodile Gold Reports on Its

Crocodile Gold Reports on Its Maud Creek Deposit

12/20/2011

 

TORONTO, ONTARIO--(Marketwire - Dec. 20, 2011) - Crocodile Gold Corp. (TSX:CRK)(OTCQX:CROCF)(FRANKFURT:XGC) ("Crocodile Gold" or the "Company") is pleased to announce that it has completed a Mine and Development Options Study ("the Study") to ascertain the optimum financial development scenario for its Maud Creek Deposit.

The Study concluded (using A$1400 oz Au gold price) that the deposit can support a financially viable and robust gold project. The Maud Creek Deposit has a 43-101 compliant Indicated Mineral Resources of 9,288,000 tonnes at 3.1 g/t Au and Inferred Mineral Resources of 1,072,000 tonnes at 2.4 g/t Au.

The Maud Creek Deposit is a sulphide Mineral Resource located approximately 110 kilometres southeast of the Company's Union Reefs processing facility. The deposit is accessible by asphalt road and is 100% owned by Crocodile Gold. The deposit was discovered in 1987 and the oxide portion of the deposit was successfully and economically mined and processed at the Union Reefs processing facility in 2000.

Key Study findings include:

-- The development scenario of a high-grade open pit followed by
 underground mining with on site ore processing to produce a gold rich
 concentrate provides the highest Net Present Value, Rates of Return and
 quickest project payback.
-- The preferred ore processing scenario is the construction of a dedicated
 concentrator at the Maud Creek mine site, utilizing a simple flotation
 circuit (with a gravity gold circuit). The concentrator will produce a
 gold rich sulphide concentrate (of between 2 ounces and 5 ounces Au per
 tonne) with a high overall total gold recovery of greater than 95%.
-- With most of the mining conducted from underground and utilizing a
 simple flotation circuit, the intent is that minimal, easily mitigated,
 environmental disturbance will occur on site.
-- While the majority of the ore is refractory in nature, approximately 10%
 to 15% of the gold is free and can be recovered by a gravity gold
 circuit.
-- Based on the open pit and underground mining studies, an ore-processing
 rate of between 400,000 and 500,000 tonnes per annum matches with likely
 optimum mining extraction rates.
-- The high-grade mineralized zones located immediately below the existing
 Oxide open pit indicates that for the first three years of mine
 production approximately 70,000 ounces per annum is achievable, with an
 average annual Life of Mine production of greater than 50,000 ounces per
 year.
-- Opportunities exist to utilize the Company's Union Reefs processing
 facility to reduce capital costs and operating costs with the
 installation of a dedicated circuit to treat the concentrate from the
 Maud Creek mill and recover gold directly on site. This dedicated
 circuit will provide considerable savings in concentrate transport costs
 as well as concentrate Treatment and Refining charges compared to the
 option of shipping the concentrate to a facility equipped to process and
 recover gold from the concentrate.

Based on the positive results the Company will be working towards advancing the project via a Pre- Feasibility Study where further detailed studies will be conducted.

In the latter part of 2011 Crocodile Gold's exploration group undertook a diamond drill program to confirm the current resource model and possibly expand the resource base. This program has just recently been completed and assay results are pending. They will be reported at a later date.

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Crocodile Gold Announces

Crocodile Gold Announces Update on Shareholder Rights Plan

12/21/2011

 

TORONTO, ONTARIO--(Marketwire - Dec. 21, 2011) - Crocodile Gold Corp. (TSX:CRK)(OTCQX:CROCF)(FRANKFURT:XGC) ("Crocodile Gold" or the "Company") announced that it has been notified by the Toronto Stock Exchange (the "TSX") that the TSX will defer consideration of the acceptance of Crocodile Gold's limited duration Shareholder Rights Plan (the "Rights Plan") until: (i) such time as the TSX is satisfied that the appropriate securities commission will not intervene pursuant to National Policy 62-202 - Take-Over Bids - Defensive Tactics in any take-over bid for the Company; and (ii) the ratification of the Rights Plan by the shareholders of the Company by no later than June 18, 2012. Pursuant to TSX policies, the TSX automatically defers acceptance of shareholder rights plans adopted in response to a specific take-over bid.

Even though the TSX has deferred its review of the Rights Plan, the Rights Plan remains in effect. A copy of the Rights Plan will be available under the Company's profile on SEDAR at www.sedar.com.

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Luxor Commences Offer to

Luxor Commences Offer to Acquire Common Shares of Crocodile Gold for $0.56 per Share in Cash

NEW YORK, Dec. 23, 2011 /CNW/ - Luxor Capital Group, LP ("Luxor") announced today that Armant, LLC (the "Offeror"), an affiliate of investment funds managed by Luxor, has formally commenced the previously announced offer (the "Offer") to acquire up to 215,386,435 common shares ("Common Shares") of Crocodile Gold Corp. ("Crocodile Gold"), which, together with the Common Shares already owned and controlled by funds managed by Luxor (the "Luxor Group"), would constitute approximately 85% of the outstanding Common Shares.  As previously disclosed, the purchase price under the Offer will be Cdn.$0.56 per Common Share in cash.

The Offer represents a premium of $0.22, or approximately 65%, to the closing price of the Common Shares on the Toronto Stock Exchange (the "TSX") on the date of announcement of the Offer. It also represents a premium of approximately 61% to the volume weighted average trading price of the Common Shares for the last 20 trading days prior to the announcement of the Offer.

The offer is scheduled to expire at 5:00 p.m. (Toronto time) on January 30, 2012, unless the Offer is extended or withdrawn by the Offeror.

The Offer is conditional upon, among other things, the board of directors of Crocodile Gold waiving the application of the shareholder rights plan - also known as a poison pill - adopted, in response to the Offer and without shareholder approval, by Crocodile Gold's board of directors on December 19, 2011, or the poison pill otherwise being rendered inoperable.  The Offer will also be conditional upon there having been validly deposited and not withdrawn a number of Common Shares which, when taken together with the Common Shares already owned and controlled by the Luxor Group, represent at least 50% of the issued and outstanding Common Shares, as well as other customary conditions and applicable regulatory approvals. The Offer is not subject to a financing condition.

The full terms of the Offer and its conditions are included in the offer and take-over bid circular and related documents that are being mailed to holders of Common Shares (and rights to acquire Common Shares) today, copies of which are available under Crocodile Gold's profile at www.sedar.com.  Luxor is being advised by RK Equity Capital Markets.

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Crocodile Gold Receives

Crocodile Gold Receives Unsolicited Bid by Luxor; Advises Shareholders to Wait for Board Response Circular Before Acting

TORONTO, ONTARIO, Dec 27, 2011 (MARKETWIRE via COMTEX) -- Crocodile Gold Corp. CA:CRK +1.96% (otcqx:CROCF)(frankfurt:XGC) ("Crocodile Gold" or the "Company") acknowledges that Armant, LLC, an affiliate of investment funds managed by Luxor Capital Group, LP ("Luxor"), has now filed its take-over bid circular and formally commenced the previously announced unsolicited offer (the "Offer") to acquire up to 215,386,435 common shares of Crocodile Gold, which, together with the common shares already owned and controlled by funds managed by Luxor, would constitute approximately 85% of the outstanding common shares of the Company. As previously disclosed, the purchase price under the Offer will be C$0.56 per Common Share in cash. The Offer will be open for acceptance until 5:00 p.m., Toronto time, on January 30, 2012. However, the Offer is not a "permitted bid" under the Company's shareholder rights plan (see the Company's press release dated December 19, 2011 for information about the shareholder rights plan).

As previously disclosed, the Board of Directors of the Company (the "Board") has established a Special Committee of independent directors to consider whether the Offer is in the best interest of the Company's shareholders and whether it represents fair value for the common shares of Crocodile Gold; to ensure a proper evaluation of the Offer is carried out; and to ensure that shareholders of the Company receive the maximum value for their common shares. The Board has retained the services of GMP Securities LP as its financial advisor and the Special Committee has retained Cormark Securities Inc. to provide advice as to the fairness of the proposed Offer. The Company, together with its advisors, will consider all possible alternatives to the partial bid by Luxor including any potential competing offers it may receive, in order to maximize shareholder value.

The Board will provide to shareholders a Directors' Circular that will contain important information, including the results of the Board's review and the formal recommendation regarding the Offer. The Directors' Circular will be filed on SEDAR, Crocodile Gold's website and with Canadian securities commissions. Crocodile Gold advises shareholders not to take any action until they have read the Directors' Circular in its entirety once it is made available, and to defer making any determination with respect to the Offer until reading the Director's Circular.

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the markets getting

the markets getting thin....

 

 

Centaurus Capital LP Acquires Shares of Crocodile Gold Corp.

TORONTO, ONTARIO, Jan 06, 2012 (MARKETWIRE via COMTEX) -- Centaurus Capital LP ("Centaurus") announces that on January 4, 2012, through funds it manages, it acquired control of 3,625,750 common shares of Crocodile Gold Corp. ("Crocodile") representing approximately 1.17% of the issued and outstanding common shares of Crocodile. The total number of common shares of Crocodile controlled by Centaurus, through funds it manages, together with all persons and companies acting jointly or in concert with Centaurus, is now 15,783,250, representing approximately 5.09% of the issued and outstanding common shares of Crocodile. Centaurus acquired all of its common shares of Crocodile since the announcement on December 13, 2011 by Luxor Capital of its intention to directly or indirectly initiate an offer to acquire up to 215,386,435 common shares of Crocodile. Centaurus has acquired 3,625,750 common shares of Crocodile since the formal commencement of the take-over bid on December 23, 2011.

Centaurus acquired the common shares in the open market through the facilities of the Toronto Stock Exchange. Centaurus acquired the common shares for investment purposes only. Centaurus may, depending on market and other conditions, acquire or sell further common shares from time to time for such investment purposes.

Centaurus is a private investment management company with an emphasis on Europe. We manage assets by selectively investing capital on the basis of a rigorous bottom-up fundamental approach. As part of our flexible multi-strategy approach, we make investments in equity and credit securities of companies that are undergoing significant corporate events or are experiencing other major changes.

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Crocodile Gold Board Advises

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, Jan 09, 2012 (MARKETWIRE via COMTEX) -- Crocodile Gold Corp. CA:CRK +1.89% (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 201-806-2222
Email inquiries can be sent to inquiries@phoenixadvisorypartners.com

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MM Asset Management Inc.

MM Asset Management Inc. Acquires Control Over Common Shares of Crocodile Gold Corp.

TORONTO, ONTARIO--(Marketwire - Jan. 18, 2012) - MM Asset Management Inc. ("MMAM") announced that one fund it manages and advises, MMCAP International Inc. SPC ("MMCAP"), has acquired 13,596,250 common shares ("Shares") of Crocodile Gold Corp. ("Crocodile") since a take-over bid for up to 215,386,435 of the outstanding Shares was filed by Armant, LLC with the securities regulatory authorities on December 23, 2011. The Shares were acquired through the facilities of the Toronto Stock Exchange.

MMCAP now beneficially owns and MMAM exercises control and direction over 19,078,000 Shares and 750,000 warrants of Crocodile, each exercisable into one Share, representing in the aggregate approximately 6.3735% of the outstanding Shares, calculated on a partially-diluted basis based on 310,348,771 outstanding Shares as of January 6, 2012 as per Crocodile's Directors' Circular dated January 9, 2012.

MMCAP has acquired such securities for investment purposes only. Depending on market conditions and other factors, MMCAP may from time to time acquire additional securities of Crocodile or dispose of such securities in the open market, by private agreement or otherwise.

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Crocodile Gold Intersects

Crocodile Gold Intersects 27.96 Grams Per Tonne Gold Over 2.05 Meters Below the Prospect Deposit at Union Reefs

Results From Continued Drilling at Crosscourse and Prospect Deposits Show Continuation of High Grade Mineralization

TORONTO, ONTARIO, Jan 20, 2012 (MARKETWIRE via COMTEX) -- Crocodile Gold Corp. CA:CRK +1.85% (otcqx:CROCF)(frankfurt:XGC) ("Crocodile Gold" or the "Company") is pleased to announce additional high grade intersections from drill holes completed at its Union Reefs Project beneath both the Prospect and Crosscourse deposits.

Highlights of these drill holes include:

Below the Crosscourse Deposit

-- 5.43 g/t Au over 2.45 metres in hole URNDD03b
-- 15.09 g/t Au over 1.8 metres in hole URNDD03b

Below the Prospect Deposit

-- 7.70 g/t Au over 3.1 metres in hole URNDD30W1
-- 4.83 g/t Au over 3.1 metres in hole URNDD30
-- 12.51 g/t Au over 3.28 metres in hole URNDD28
-- 27.96 g/t Au over 2.05 metres in hole URNDD28
-- 31.27 g/t Au over 0.7 meters in hole URNDD28W1

Crocodile Gold is currently drilling at the Prospect Deposit to vertical depths of up to 400 metres along a 500 metre strike length in order to confirm the continuity of the mineralization. This program has seen considerable success (see releases dated October 13, September 8, and August 23, 2011) and it is anticipated that a significant increase in resources will result once an infill drill program is completed. The intercepts at depths greater than 500 meters in hole URNDD03b are interpreted to be depth extensions of the West Lodes (See Fig. 4), a parallel structure to the E Lens. A Historic Resource(i) of 18,000 tonnes grading 14.6 g/t Au was previously estimated at the E Lens.

Drilling will continue in the Union Reefs area during the first half of 2012 with the focus to continue drilling the area below and between the Crosscourse and Prospect deposits (see figure 3). Crocodile Gold currently has two diamond rigs working to complete the next phase of drilling at the Union Reefs Project.

Chantal Lavoie, President of Crocodile Gold, states that "The belief of management that the past producing Union Reefs area has the potential to be one of the Company's future cash flow centers has been bolstered by these drill results. We believe that Crocodile Gold has significant near term organic growth prospects that suggest that the value of the Company is only beginning to be unlocked."

Past production from the Crosscourse open pit amounted to 13,036,535 tonnes averaging 1.7 g/t Au producing over 700,000 ounces of gold. Approximately 83% of the gold from the Union Reefs open pits came from the Crosscourse pit.

Past production from the Prospect Deposit open pit amounted to 411,994 tonnes grading 1.6 g/t Au to produce 21,242 ounces of gold.

Table 1: Union Reefs Drill Results

-----------------------------------------------------------------------
-----
Hole_ID Location Local Grid Depth
---------------------------------------
East North RL (m)
----------------------------------------------------------------------------
URNDD03b Crosscourse 5133.8 6797.8 1195.2 598.7
incl.
and
and
and
and
and
incl.
and
incl.
and
incl.
and
and
and
and
and
incl.
and
and
incl.
----------------------------------------------------------------------------
URNDD29 Prospect 4939.1 7268.1 1207.5 434.4
and
and
incl.
and
and
incl.
----------------------------------------------------------------------------
URNDD29W1 Prospect 4912.5 7268.0 1110.8 395.4
and
incl.
----------------------------------------------------------------------------
URNDD30 Prospect 4927.1 7367.4 1208.6 494.4
and
incl.
----------------------------------------------------------------------------
URNDD30W1 Prospect 4904.4 7367.0 1114.7 292.8
incl.
----------------------------------------------------------------------------
URNDD28 Prospect 4928.9 7166.9 1191.0 472
incl.
and
incl.
----------------------------------------------------------------------------
URNDD28W1 Prospect 4909.8 7166.8 1093.1 289.6
incl.
and
incl.
----------------------------------------------------------------------------
URNDD34 Prospect 4946.6 7548.1 1199.0 276.0
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Hole_ID From To Width True Width Grade
(m) (m) (m) (m) (g/t Au)
----------------------------------------------------------------------------
URNDD03b 234.7 241.15 6.45 5.16 2.83
incl. 239.0 241.45 2.45 1.96 5.43
and 274.0 277.1 3.1 2.5 1.40
and 345.55 347.3 1.8 1.4 15.09
and 353.7 354.8 1.1 0.9 1.26
and 404.0 405.9 1.9 1.5 1.42
and 409.4 418.8 9.4 7.5 1.38
incl. 414.6 415.3 0.6 0.5 5.72
and 427.8 432.1 4.3 3.5 1.89
incl. 431.8 432.1 0.30 0.24 17.10
and 459.1 461.1 2.0 1.6 2.89
incl. 460.1 461.1 1.0 0.8 5.25
and 470.2 471.8 1.5 1.2 1.39
and 490.0 492.0 2.0 1.6 1.45
and 497.9 506.8 8.9 7.1 1.12
and 540.7 541.9 1.2 0.9 1.05
and 551.6 554.2 2.6 2.1 3.23
incl. 552.7 553.3 0.6 0.5 6.75
and 560.1 561.4 1.3 1.0 5.23
and 588.0 591.5 3.5 2.8 3.10
incl. 588.0 589.6 1.6 1.3 5.78
----------------------------------------------------------------------------
URNDD29 278.4 279.4 1.0 0.8 1.26
and 283.7 286.9 3.2 2.6 1.01
and 290.0 294.7 4.6 3.7 1.56
incl. 294.1 294.7 0.5 0.4 7.97
and 369.1 370.4 1.2 1.0 1.11
and 376.0 381.0 4.9 3.9 2.81
incl. 379.0 381.0 2.0 1.6 5.57
----------------------------------------------------------------------------
URNDD29W1 164.6 165.8 1.2 1.0 7.83
and 195.1 200.4 5.3 4.2 2.12
incl. 195.1 196.1 1.0 0.8 5.30
----------------------------------------------------------------------------
URNDD30 408.3 409.7 1.4 1.1 2.00
and 415.7 418.8 3.1 2.5 4.83
incl. 415.7 418.1 2.4 1.9 6.04
----------------------------------------------------------------------------
URNDD30W1 219.5 226.8 7.3 5.84 3.99
incl. 223.7 226.8 3.1 2.5 7.70
----------------------------------------------------------------------------
URNDD28 371.65 374.93 3.28 2.62 12.51
incl. 373.36 373.9 0.54 0.43 65.00
and 425.78 427.83 2.05 1.64 27.96
incl. 426.8 427.11 0.31 0.25 165.00
----------------------------------------------------------------------------
URNDD28W1 196.6 197.6 1.0 0.80 21.98
incl. 196.9 197.3 0.40 0.32 52.30
and 254.44 259.65 5.21 4.17 3.38
incl. 259.35 259.65 0.30 0.24 20.40
----------------------------------------------------------------------------
URNDD34 No Significant Intercept
----------------------------------------------------------------------------

(i)Historical estimates derived from the report prepared for Anglogold, Australia titled "Mine Closure Report, Union Reefs Gold Mine (Pine Creek)" prepared by Crosby, Q., Makar, B., Chen Chow, K., Sheehan, E., Davis, G., December 12, 2006. This report was not prepared in accordance with currently accepted guidelines for the preparation of Mineral Resources and Mineral Reserves, and does not comply with National Instrument 43-101 ("NI 43-101") and are not considered by Crocodile Gold, as current mineral resources or mineral reserves. These resource estimates may have also been depleted by past mining, and although possibly demonstrative of the potential grade of the deposits, the historical estimates of tonnage and grade are not considered indicative of the remnant potential resource. A qualified person, as such term is defined under NI 43-101, has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves. Crocodile Gold is not treating the historical estimate as current mineral resources or mineral reserves and the historical estimate should not be relied upon.

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Luxor Capital and Crocodile

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

 
Luxor Capital and Crocodile Gold Reach Agreement on Increased Offer Valued at a Price of $0.62 Per Common Share
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TORONTO, ONTARIO and NEW YORK, NEW YORK -- (Marketwire) -- 01/23/12 -- 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).

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Crocodile Gold Completes Acquisition of Fosterville and Stawell

Crocodile Gold Completes Acquisition of Fosterville and Stawell Mines from Aurico Gold

05/04/2012

 

TORONTO, ONTARIO--(Marketwire - May 4, 2012) - Crocodile Gold Corp. (TSX:CRK)(OTCQX:CROCF)(FRANKFURT:XGC) ("Crocodile Gold") and AuRico Gold Inc. ("AuRico or "AuRico Gold") (TSX:AUQ)(NYSE:AUQ) are pleased to announce that they have completed the acquisition by Crocodile Gold of the Fosterville and Stawell mines located in Victoria State, Australia (the "Properties") through the acquisition of all of the shares of Northgate Australian Ventures Corporation Pty Ltd ("Navco") from AuRico, as previously announced in a joint press release dated March 27, 2012.

The consideration paid to AuRico was amended as the parties negotiated final documentation. The consideration now consists of an initial payment to AuRico of C$65 million on closing, comprised of C$55 million in cash and C$10 million in Crocodile Gold common shares (being 20 million shares at a deemed price of C$0.50 per common share). In addition, AuRico will receive deferred cash payments based on the free cash flow derived from the Properties, as more particularly set out in the amendment to the share purchase agreement.

The up-front payment of C$55 million was financed through a US$55 million one-year senior secured bridge facility (the "Bridge Facility") with Luxor Capital Group ("Luxor") and through existing cash balances. The Bridge Facility will bear interest at a rate of 9.5% payable semi-annually and is repayable in full on the one year anniversary of the closing of the Bridge Facility. The Bridge Facility is pre-payable at 103.5% of par as of the closing date. Crocodile Gold is currently documenting its proposed loan with Credit Suisse, and while no binding commitment has been made by Credit Suisse and there can be no guarantee the Credit Suisse facility will close, Crocodile Gold believes it will be in position to fund the Credit Suisse facility and repay the Bridge Facility in a relatively short time period.

Although Luxor is a "related party" to Crocodile Gold, Crocodile Gold is not required to obtain a formal valuation under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") with respect to the Bridge Facility because the Bridge Facility is a related party transaction described in paragraph (j) of the definition of "related party transaction" in MI 61-101. Section 5.4(1) of MI 61-101 provides that only related party transactions described in paragraphs (a) to (g) of the definition of related party transaction are subject to the formal valuation requirement. Crocodile Gold is exempt from the minority approval requirement of MI 61-101 in respect of the Bridge Facility pursuant to Section 5.7(1)(f) of MI 61-101 because, among other things, the Bridge Facility was negotiated on an arm's length basis and does not involve an equity or voting component.

Crocodile Gold will file a material change report as soon as practicable after issuing this press release. The material change report will be filed fewer than 21 days before the closing of the Bridge Facility. The timing of the material change report is, in Crocodile Gold's view, both necessary and reasonable because the Bridge Facility was approved by Crocodile Gold's Board on May 3, 2012, immediately prior to the completion of the acquisition of the Properties.

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Crocodile Gold Production Increases 26% Sequentially to 45,963Oz

Crocodile Gold Production Increases 26% Sequentially to 45,963 Ounces Gold in the Third Quarter of 2012

10/15/2012

 

TORONTO, ONTARIO--(Marketwire - Oct. 15, 2012) - Crocodile Gold Corp. (TSX:CRK) (OTCQX:CROCF) (FRANKFURT:XGC) ("Crocodile Gold" or the "Company") is pleased to announce production of 45,963 ounces of gold in the third quarter of 2012, an increase of 26% over the second quarter of 2012. For the nine months ended September 30, 2012, the Company has produced 93,376 ounces of gold.

  First Quarter 2012   Second Quarter 2012 (1 ) Third

Quarter

2012

  YTD

Production

(1
) YTD

Performance

(2
)
Ore Processed (t) 371,439   471,056   508,655   1,351,150   1,902,412  
Average Grade (g/t Au) 0.99   2.82   3.31   2.50   2.74  
Mill Recovery (%) 92.5 % 87.2 % 85.6 % 88.1 % 86.3 %
Gold oz Produced 10,932   36,481   45,963   93,376   141,625  
Note 1: Includes production from Fosterville and Stawell post May 4th acquisition date
Note 2: Shown as reference and including Fosterville and Stawell production since January 1st 2012. YTD results through September 30, 2012

This table is compiled from unaudited production figures. Audited results can have slight variations and will be released as part of the Company's Quarterly Reporting

The third quarter gold production increase was a result of a combination of a 8% increase in processed throughput and a 17% increase in average gold grade as shown in the table above. Year to date production was 141,625 ounces gold, when the Fosterville and Stawell Gold Mines are included as if Crocodile owned them on January 1, 2012.

Commenting on these results, Chantal Lavoie, President and CEO of the Company said, "The third quarter results demonstrate our continued growth since the beginning of the year as we concentrate our efforts on better quality ore sources in the Northern Territory (Cosmo Mine) and realize the full benefit of our new assets at Fosterville and Stawell during the quarter. Excellent progress was made on key projects, which will position us well for continued profitable production growth in 2013."

Operational Update-State of Victoria
  • Fosterville Gold Mine (FGM) continued development and production from the Harrier and Phoenix ore zones. Surface mining of small satellite ore zones complemented the production for the quarter, which saw an average of 66,000 tonnes of ore per month produced.
  • At FGM, the Company announced high-grade gold intersections from drill holes completed on strike extents of the Phoenix ore body structure.
  • Stawell Gold Mine (SGM) continued with its transition plan that will see underground activities being completed by the end of 2013. Through the quarter, monthly production averaged 67,000 tonnes of ore per month. Ore development activities were completed in September and activities for the remainder of the year will concentrate on production with no further capital expenditures planned at the mine.
Operational Update-Northern Territory
  • At the Cosmo Mine, development and production ramp-up continued with an average of 671 meters per month during the quarter and achieving over 40,000 tonnes of ore production in September.
  • Production stoping was initiated in September with the first transverse stope successfully extracted.
  • On September 25th, the Northern Territory Department of Mines and Energy (DME) granted in-principle approval for the International Mine pit redevelopment and proposed preparatory work. Surface drilling was initiated to capture the geotechnical, metallurgical and hydro-geological information required for optimizing and finalizing mining activities. The Mine Management Plan is also being updated to incorporate the regulators final recommendations.
Exploration and Advanced Projects - Update
  • In the Northern Territory, the Exploration Group worked on a review of various properties and will be preparing drill programs for 2013. Revised resource and reserve calculations for a number of deposits have been initiated with a plan to produce updated estimates by the end of Q1, 2013.
  • At Union Reefs, compilation of the 2012 drilling program results was completed and is being incorporated into a revised resource estimate. Desktop study update work was initiated and is scheduled for completion in Q4 with recommendations for the next phase of work for the project.
  • At Maud Creek, a revised resource estimate is being calculated and desktop study work updated. A recommendation on the next phase of the project is expected in Q4.
  • At SGM, following the decision to ramp down underground mining activities in 2013, the Company reviewed potential for development of known deposit extension on the existing mining lease. A decision to carry out additional work at Stawell is expected in Q4.

Additional details of the third quarter will be provided in the Management Discussion and Analysis report, which will be released in conjunction with the Company's financial statements in mid-November.

Property Update

The Company has acquired the Glencoe Deposit located on a paved road approximately 9 km ENE from its former producing Brocks Creek Mine. This deposit will ultimately be included in the Company's medium term mine plan once additional drilling is completed and subsequent resource estimates are calculated.

About Crocodile Gold

Crocodile Gold is a Canadian company with operating gold mines in the Northern Territory of Australia and in the State of Victoria with a land package of over 4,000 square kilometres. Crocodile Gold is currently mining at the Fosterville and Stawell mines in the State of Victoria. In the Northern Territory, the Company continues to develop its Cosmo underground mine and is permitting the International open pit mine. The Northern Territory ore production is processed at the Union Reefs Mill with a capacity of 2.4 million tonnes per year.

At its Northern Territory properties, the Company has 3.175 million ounces of NI 43-101 reported Measured and Indicated mineral resources and 2.14 million ounces of Inferred mineral resources. These resources are inclusive of mineral reserves. At the State of Victoria properties, the Company has an additional 1.216 million ounces of NI 43-101 reported measured and indicated mineral resources (15.26 million tonnes at an average grade of 2.48 g/t gold) and 0.622 million ounces of inferred mineral resources (6.0 million tonnes at an average grade of 3.22 g/t gold) with details outlined in our Annual Information Form dated March 31, 2012. These resource estimates are exclusive of mineral reserves which total 0.472 million ounces.

Crocodile Gold has an extensive exploration program in place in the Northern Territory and is exploring 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. In the State of Victoria, the Company has exploration programs in place designed to expand the resource base of each mine property.

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

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Looks like the turnaround is

Looks like the turnaround is near

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Hedge

Not sure how many have noticed yet, but Croc made dang near 100 million dollars last Monday - they've buried the news at the bottom of a quarterly production update, but they entered a rather large multiyear hedge last year in connection with a 75 mm bank loan.   The hedge was at 1550 and as of 12/31/12 it was being carried as a roughly 35 mm liability on the balance sheet - they acted with amazing speed on Monday and Tuesday to completely close out that hadge at a price averaging 1350.....Not only is the 35 mm liability gone....they made enough to pay down on the original bank loan....took it from 69 mm to 11 mm!!!!!!!!!!!!!  Unfriggenbelievable. 

http://www.crocgold.com/News/News-Releases/News-Release-Details/2013/Crocodile-Gold-Posts-Production-of-48539-Ounces-in-the-First-Quarter-of-2013/default.aspx

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