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

NEW YORK, Dec. 23, 2011 /PRNewswire/ - 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The offer is scheduled to expire at 5:00 p.m. (Toronto time) on January 30, 2012, unless the Offer is extended or withdrawn by the Offeror.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  The Offer will also be conditional upon there having been validly deposited and not withdrawn a number of Common Shares which, when taken together with the Common Shares already owned and controlled by the Luxor Group, represent at least 50% of the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.

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

Certain statements in this 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" or "believe", 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 the Luxor Group include, among other things, the failure to meet certain conditions of the Offer, the failure of the Common Shares to meet the TSX listing requirements 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 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 the Offeror 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 the Offeror, 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