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Press release from Marketwire

Crocodile Gold Announces Filing of Final Prospectus for Upsized Underwritten $30 Million Convertible Debenture Offering

Thursday, March 21, 2013

Crocodile Gold Announces Filing of Final Prospectus for Upsized Underwritten $30 Million Convertible Debenture Offering10:45 EDT Thursday, March 21, 2013TORONTO, ONTARIO--(Marketwire - March 21, 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") announces that it has filed a (final) short form prospectus with the securities regulators in each of the Provinces of Canada (other than Québec) for its previously announced marketed public offering (the "Debenture Offering") of $30 million aggregate principal amount of 5.0% convertible second lien debentures (the "Debentures"). Raymond James Ltd. ("Raymond James") is acting as underwriter for the Debenture Offering. Raymond James has been granted an over-allotment option to purchase Debentures in an aggregate principal amount of up to an additional $3,500,000. Closing of the Debenture Offering is expected to occur on or about March 27, 2013."We are pleased that Raymond James has underwritten the full upsized $30 million offering," stated Chantal Lavoie, Chief Executive Officer of the Company.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 Toronto Stock Exchange.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 www.crocgold.com.Follow us on Twitter (@crocgold_crk) or Facebook (www.facebook.com/CrocodileGoldCorp). 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 HopkinsManager, Investor Relations416-861-5899info@crocgold.comwww.crocgold.com