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TORONTO, ONTARIO--(Marketwire - Nov. 2, 2010) -



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


Crocodile Gold Corp. (TSX:CRK) ("Crocodile Gold" or the "Company") announced today that it has entered into an agreement with a syndicate of underwriters co-led by GMP Securities L.P. and Cormark Securities Inc. (the "Co-Lead Underwriters"), and including Macquarie Capital Markets Canada Ltd, TD Securities Inc., Raymond James Ltd., Northland Capital Partners and Fraser Mackenzie Limited (together with the Co-Lead Underwriters, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 20,000,000 common shares (the "Common Shares") of the Company, at a price of C$1.40 per Common Share (the "Offering Price") for aggregate gross proceeds to Crocodile Gold of C$28,000,000 (the "Offering").


The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 3,000,000 Common Shares at the Offering Price, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering. If this option is exercised in full, an additional C$4,200,000 will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be C$32,200,000.


The Common Shares will be offered by way of a short form prospectus to be filed in all of the provinces of Canada, except Quebec.


The net proceeds are intended to be used to accelerate the underground development at the Cosmo underground mine located in the Northern Territory of Australia and for general corporate purposes.


The Offering is expected to close on or about November 22, 2010 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.


The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.



About Crocodile Gold



Crocodile Gold is a Canadian company with operating gold mines in the Northern Territory of Australia and a land package of over 2,500 km2. Crocodile Gold is currently mining from the Howley, North Point and Princess Louise open pit mines and the Brocks Creek underground mine. Crocodile Gold commenced mining in November 2009 and announced its first gold pour in December 2009 at its Union Reefs Mill. The Company is currently developing the Cosmo underground mine. Ore is currently processed at the 2.4 million tonne per year Union Reefs Mill. Crocodile Gold has 3.31 million ounces of NI 43-101 compliant measured and indicated resources (47.5 million tonnes at an average grade of 2.2 g/t gold) and 1.84 million ounces of inferred resources (25.6 million tonnes at an average grade of 2.2 g/t gold) (see Annual Information Form dated March 31, 2010 and Crocodile Gold press releases dated September 8, 2009, January 25, 2010 and October 14, 2010). The Company has an exploration program in place with a main focus on the Cosmo/Howley corridor which covers a five kilometre strike length of a 25 kilometre trend.



Qualified Person



Mark Edwards, Geology Manager of Crocodile Gold Australia Operations is a "qualified person" as such term is defined in National Instrument 43-101 and has reviewed and confirmed the technical information and data included in this press release.