Luxor Group Acquires 71 Per Cent of Crocodile Gold Common Shares

Luxor Capital Group, LP (“Luxor Capital”), through an affiliate of investment funds managed by Luxor (collectively, the “Luxor Group”), acquired 170,618,271 common shares of Crocodile Gold at a price of $0.62 cash per common share. Immediately following the take-up of the common shares deposited under the offer, the Luxor Group owned and controlled 218,897,966 Common Shares and 17,087,588 warrants of Crocodile Gold, which represent approximately 71 per cent of the outstanding Common Shares (after giving effect to the exercise of the warrants). The offer was made pursuant to a formal take-over bid at a price of $0.56 per common share, which, following negotiations and an increase in price to $0.62, was unanimously supported by the Special Committee and the Board of Directors of Crocodile Gold.

Crocodile Gold is a Canadian company with operating gold mines in the Northern Territory of Australia and a land package of over 3,300 sq. km. Crocodile Gold is currently producing from the Howley, Princess Louise, North Point and Mottrams open pit mines. Cosmo, its flagship property, is currently being developed as an underground mine with initial ore starting in the third quarter of 2011 and production ramping up into 2012.

Luxor Capital is a major US investment fund manager which, together with its affiliates, owns a significant portfolio of investments in the mining industry.

Luxor Capital was represented in-house by Norris Nissim, and by Goodmans LLP with a team that included Stephen Halperin, Mark Spiro, Chris Sunstrum, James Van Diepen (corporate/M&A); Tom Friedland and Melanie Ouanounou (litigation); Jon Northup and Mark Biderman (tax); Joel Schachter (Investment Canada) and Richard Annan (competition). RK Equity Capital Markets acted as financial advisor to the Luxor Group.

Crocodile Gold was represented in-house by Pat Glesson and Christine Gallo and by Cassels Brock & Blackwell LLP with a team that included John Vettese, Jeffrey Roy, Lindsay Clements and Chad Aboud (securities/M&A). GMP Securities L.P. acted as financial advisor to Crocodile Gold.

The Special Committee of the Directors of Crocodile Gold (“Special Committee”) were represented by Fraser Milner Casgrain LLP with a team that included Sander Grieve, John Sabine (securities/M&A) and Tim Banks (litigation). Cormark Securities Inc. acted as independent financial advisor to the Special Committee.


Stephen H. Halperin Joel S. Schachter Sander Grieve Lindsay A. Clements Mark Spiro John W. Sabine Chris Sunstrum Christine Gallo Jon Northup Melanie Ouanounou Timothy M. Banks Jeffrey P. Roy Richard Annan John P. Vettese Mark Biderman