Crocodile Gold Announces Closing of Agreement to Terminate Its Net Free Cash Flow Sharing Arrangement

TORONTO, ONTARIO--(Marketwired - Jan 14, 2015) - Crocodile Gold Corp. ("Crocodile Gold" or the "Company") (TSX:CRK)(TSX:CRK.DB)(TSX:CRK.WT)(OTCQX:CROCF)(FRANKFURT:XGC) is pleased to announce that it has closed its previously announced Agreement with AuRico Gold Inc. ("AuRico") to terminate the existing net free cash flow sharing arrangement between the two companies in exchange for a one-time payment and a grant of a royalty on the Fosterville and Stawell Gold Mines. The Agreement received approval from the Foreign Investment Review Board of Australia, which was the final condition of closing the Agreement.

Per the terms announced in Crocodile Gold's December 22, 2014 press release, Crocodile Gold has paid AuRico C$20.0 million (US$16.7 million) in cash and has granted AuRico a net smelter return royalty of 2% from the Fosterville Gold Mine, effective as of January 14, 2014, and a 1% royalty from the Stawell Gold Mines commencing January 1, 2016. Strong 2014 fourth quarter performance resulted in a solid cash balance at year-end that enabled Crocodile Gold to fund the one-time payment without the addition of debt.

Rodney Lamond, President and Chief Executive Officer, commented: "We are extremely pleased to have closed on the Agreement that terminates the net free cash flow sharing arrangement. Crocodile Gold will now fully benefit and retain 100% of the strong free cash flows we expect to generate from our Fosterville and Stawell Gold Mines going forward. This Agreement was a critical step in supporting the future growth toward the 5 Year Strategy of Crocodile Gold."

Under the terms of the prior net free cash flow sharing arrangement, which was established when Crocodile Gold acquired the Fosterville and Stawell Gold Mines from AuRico in 2012, Crocodile Gold was entitled to cumulative net free cash flow from those mines of up to C$60 million. AuRico would then be entitled to 100% of the next C$30 million in net free cash flow, after which Crocodile Gold and AuRico would share the next C$30 million of net free cash flow on a 50/50 basis until C$120 million of cumulative net free cash flow was achieved, following which AuRico would then be entitled to 20% on an ongoing basis.

As a result of closing the Agreement, Crocodile Gold is released from its obligation to pay AuRico any further net free cash flow generated from its Fosterville and Stawell gold mines.

For additional information, including a Q&A document as it relates to this transaction, please visit our website www.crocgold.com.

About Crocodile Gold

Crocodile Gold is a Canadian gold mining and exploration company with three operating mines in Australia. The objective of Crocodile Gold is to continue to focus on the safe and profitable operating performance from its three operating mines, Fosterville and Stawell Gold Mines in the state of Victoria and Cosmo Gold Mine in the Northern Territory. Our primary goal of sustainable operating performance is achieved through building confidence in our mine plans, continuing with prudent cost management controls and targeted exploration and resource development. Sustainable operating performance from our current assets is the foundation for the future growth toward the 5 Year Strategy of Crocodile Gold.

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Cautionary Note

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 Company's expectations about the termination of the net free cash flow sharing arrangement with AuRico, 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 "will", "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 licences, 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 that 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.