Crocodile Gold Receives Unsolicited Bid by Luxor; Advises Shareholders to Wait for Board Response Circular Before Acting

TORONTO, ONTARIO -- (Marketwire) -- 12/27/11 -- Crocodile Gold Corp. (TSX: CRK)(OTCQX: CROCF)(FRANKFURT: XGC) ('Crocodile Gold' or the 'Company') acknowledges that Armant, LLC, an affiliate of investment funds managed by Luxor Capital Group, LP ('Luxor'), has now filed its take-over bid circular and formally commenced the previously announced unsolicited offer (the 'Offer') to acquire up to 215,386,435 common shares of Crocodile Gold, which, together with the common shares already owned and controlled by funds managed by Luxor, would constitute approximately 85% of the outstanding common shares of the Company. As previously disclosed, the purchase price under the Offer will be C$0.56 per Common Share in cash. The Offer will be open for acceptance until 5:00 p.m., Toronto time, on January 30, 2012. However, the Offer is not a 'permitted bid' under the Company's shareholder rights plan (see the Company's press release dated December 19, 2011 for information about the shareholder rights plan).

As previously disclosed, the Board of Directors of the Company (the 'Board') has established a Special Committee of independent directors to consider whether the Offer is in the best interest of the Company's shareholders and whether it represents fair value for the common shares of Crocodile Gold; to ensure a proper evaluation of the Offer is carried out; and to ensure that shareholders of the Company receive the maximum value for their common shares. The Board has retained the services of GMP Securities LP as its financial advisor and the Special Committee has retained Cormark Securities Inc. to provide advice as to the fairness of the proposed Offer. The Company, together with its advisors, will consider all possible alternatives to the partial bid by Luxor including any potential competing offers it may receive, in order to maximize shareholder value.

The Board will provide to shareholders a Directors' Circular that will contain important information, including the results of the Board's review and the formal recommendation regarding the Offer. The Directors' Circular will be filed on SEDAR, Crocodile Gold's website and with Canadian securities commissions. Crocodile Gold advises shareholders not to take any action until they have read the Directors' Circular in its entirety once it is made available, and to defer making any determination with respect to the Offer until reading the Director's Circular.

About Crocodile Gold

Crocodile Gold is a Canadian company with operating gold mines in the Northern Territory of Australia and a land position of over 3,300 square kilometres. Crocodile Gold is currently mining from the Mottrams and Princess Louise open pit mines and is developing the Cosmo underground mine. Ore is processed at the 2.4 million tonne per year Union Reefs Mill. Crocodile Gold has 3.175 million ounces of National Instrument 43-101 compliant measured and indicated mineral resources (51.85 million tonnes at an average grade of 1.9 g/t gold) and 2.14 million ounces of inferred mineral resources (36.35 million tonnes at an average grade of 1.8 g/t gold). The Company has an exploration program in place with a main focus on the Union Reefs Project, the Cosmo Mine and the Maud Creek Deposit.

Qualified Person

Bill Nielsen, P. Geo of Crocodile Gold is a 'qualified person' as such term is defined in National Instrument 43-101 and has reviewed and approved the technical information and data included in this press release.

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 management's assessment of Crocodile Gold's future plans, the Board and Special Committee's recommendations regarding the Offer, the value of the Company's common shares, operations 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, as 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.

Contacts:

Crocodile Gold Corp.

Rob Hopkins

Manager, Investor Relations

416-861-5899
info@crocgold.com
www.crocgold.com