Convertible Debenture Offering

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TORONTO, ONTARIO--(Marketwire - March 28, 2013) -



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


Crocodile Gold Corp. (TSX:CRK)(OTCQX:CROCF)(FRANKFURT:XGC) ("Crocodile Gold" or the "Company") today announced that it has agreed with Raymond James Ltd. ("Raymond James") to amend the terms of the previously announced marketed public offering of convertible debentures. The previous terms included a second lien security feature which the senior lender to the company was ultimately not willing to accommodate The amended terms reflect an agency offering (the "Debenture Offering") of up to $30 million aggregate principal amount of 8.0% convertible unsecured debentures (the "Debentures").


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 8.0% 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") of $0.25, 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 volume weighted average trading price of the Common Shares on the Toronto Stock Exchange (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 closing of the Debenture Offering is expected to occur on or about April 4, 2013.


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.


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





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.



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 Debenture 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.




FOR FURTHER INFORMATION PLEASE CONTACT:







Contact Information:
Crocodile Gold Corp.
Rob Hopkins
Manager, Investor Relations
416-861-5899
info@crocgold.com
http://www.crocgold.com/">www.crocgold.com