Crocodile Gold

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NEW YORK, Dec. 13, 2011 /PRNewswire/ - Luxor Capital Group, LP ("Luxor"), a
U.S.-based investment fund manager, announced today that investment
funds it manages intend to directly or indirectly initiate an 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 (collectively, the "Luxor Group"), would constitute approximately
85% of the outstanding Common Shares. The purchase price under the
Offer will be Cdn.$0.56 per Common Share in cash.


The Offer represents a premium of 60% 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 date of this announcement. It also
represents a 61% premium to the volume weighted average trading price
of the Common Shares for the last 20 trading days prior to the date of
this announcement.


The Offer will 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and not withdrawn a number of Common Shares which, when taken together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. The
Offer will also be subject to other customary conditions and applicable
regulatory approvals. The Offer will not be subject to a financing
condition. It is the Luxor Group's intention that, following completion
of the Offer, the Common Shares will continue to be listed and posted
for trading on the TSX.


The full terms of the Offer and its conditions will be included in a
take-over bid circular that will be delivered to shareholders of
Crocodile Gold. Once filed, the circular will be available at sedar. The Luxor Group intends to file its Offer following receipt of
Crocodile Gold's shareholder list. The Offer will be open for
acceptance for at least 35 days following the commencement of the
Offer. Luxor is being advised by RK Equity Capital Markets.


Information Required by National Instrument 62-103


This news release is being issued pursuant to Section 4.3(a) of National
Instrument 62-103 ("NI 62-103") of the Canadian securities regulators.
Luxor is ceasing to file reports under Part 4 of NI 62-103 because
investment funds it manages intend to initiate the Offer. The Offer is
intended to increase the investment of the Luxor Group in the Common
Shares, while complying with Canadian securities laws by making an
offer to all holders of Common Shares by way of a formal take-over
bid. As of the date of this news release, the Luxor Group has
ownership and control over 48,279,695 Common Shares and 17,087,588 warrants of Crocodile Gold. After giving
effect to the exercise of the warrants, the Luxor Group would have
ownership and control over approximately 19.97% of the issued and
outstanding Common Shares. In addition to the potential acquisition of
Common Shares contemplated by the Offer, the Luxor Group may acquire,
or cause their respective affiliates to acquire, Common Shares or other
securities of the Crocodile Gold through the facilities of the TSX, at
any time and from time to time prior to the expiry of the Offer, in
accordance with applicable securities laws.


Luxor may be considered to be acting jointly and in concert with the
other members of the Luxor Group in connection with the Offer,
including Luxor Capital Partners, LP and Luxor Capital Partners
Offshore, Ltd. The issuance of this news release is not an admission
by any member of the Luxor Group or any other party named herein that
it owns or controls any of the securities described in this news
release or is a joint actor with any other entity named in this news
release.


This news release contains summary information only about the Offer.
Complete information about the Offer will be available by referring to
the offer and take-over bid circular to be filed with Canadian
securities regulators.


Certain statements in the news release constitute forward-looking
information within the meaning of applicable Canadian securities laws
and are prospective in nature. Forward-looking information is not based
on historical facts, but rather on current expectations and projections
about future events, and is therefore subject to risks and
uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
information. Forward-looking information generally can be identified by
the use of forward-looking words such as "may", "should", "will",
"could", "intend", "estimate", "plan", "anticipate", "expect",
"believe" or "continue", or grammatical variations thereof. Such
statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Important factors that
could cause actual results to differ materially from the expectations
of Luxor include, among other things, the failure to proceed with the
Offer for any reason, the failure to meet certain conditions of the
Offer, the failure of the Common Shares to meet the listing
requirements of the TSX following completion of the Offer, general
business and economic conditions globally or in particular geographic
regions in which Crocodile Gold and its subsidiaries conduct business,
the inability to attract and retain qualified employees, competition,
regionally and internationally, changes in law, disruptions in business
operations due to reorganization activities, and interest rate and
foreign currency fluctuations. Such forward-looking information should
therefore be construed in light of such factors, and the Luxor Group is
not under any obligation, and expressly disclaims any intention or
obligation, to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise.


Information concerning Crocodile Gold contained in this news release and
has been taken from, or is based upon, publicly available information
and records on file with Canadian securities regulatory authorities and
other public sources. Crocodile Gold has not reviewed this news release
and has not confirmed the accuracy and completeness of the information
in respect of Crocodile Gold contained herein. Although Luxor has no
knowledge that would indicate that any statements contained herein
concerning Crocodile Gold taken from or based on such documents and
records are untrue or incomplete, neither Luxor, nor any of its
affiliates or affiliated investment funds, nor any of their respective
partners, directors or officers, assumes any responsibility for the
accuracy or completeness of such information or for any failure of
Crocodile Gold or its directors or officers to disclose events or facts
which may have occurred or which may affect the significance or
accuracy of any such information but which are unknown to it.


The Offer is being made for the securities of a Canadian issuer and the
offer is subject to Canadian disclosure requirements. Shareholders
should be aware that such disclosure requirements are different from
those of the United States.





SOURCE Luxor Capital Group, LP