Crocodile Gold Corporate Presentation

TSX: CRK OTCQX: CROCF FRANKFURT: XGC

A New Mid-Tier Gold Producer

CORPORATE PRESENTATION

TSX:CRK OTCQX: CROCF

Forward Looking Information

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This presentation contains forward-looking information under Canadian securities legislation. Forward-looking information includes, but are not limited to, statements with respect to the development potential and timetable of the projects; successful completion of the acquisition from AuRico, including receipt of all regulatory approvals and the ability to realize the benefits of the acquisition of the assets of AuRico and realization of anticipated synergies and smooth integration of operations; the Company’s ability to raise additional funds as necessary or on commercially reasonable terms; the future price of gold; the estimation of mineral resources; conclusions of economic evaluation (including scoping studies); the realization of mineral resource estimates; the timing and amount of estimated future production, development and exploration; costs of future activities; capital and operating expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental risks. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is based on the opinions and estimates of management as of the date such statements are made. Estimates regarding the anticipated timing, amount and cost of mining at the projects are based on assumptions underlying mineral resource estimates and the realization of such estimates; results of previous mining activities at the projects, and detailed research and analysis completed by independent of the Company; research and estimates regarding the timing of delivery for long-lead items; knowledge regarding the factors consultants and management involved in building a mine and other factors described in the technical reports and Annual Information Form filed under the profile of the Company on SEDAR. Capital and operating cost estimates are based on results of previous mining activities, research of the Company and independent consultants, recent estimates of construction and mining costs and other factors that are set out in the scoping study. Production estimates are based on mine plans and production schedules, which have been developed by the Company’s personnel and independent consultants. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: timing and availability of external financing on acceptable terms; unexpected events and delays during construction, expansion and start-up; variations in ore grade and recovery rates; receipt and revocation of government approvals; actual results of exploration and mining activities; changes in project parameters as plans continue to be refined; future prices of gold; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.

Investors are advised that National Instrument NI 43-101 of the Canadian Securities Administrators requires that each category of mineral reserves and mineral resources be reported separately. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty of measured, indicated or inferred mineral resources, these mineral resources may never be upgraded to proven and probable mineral reserves.

Certain information contained herein may be considered to be future-oriented financial information, which was designed and approved by management of Crocodile Gold for the purposes of assessing the value of the acquisition. Readers are cautioned that such information may not be appropriate for their use, and readers should consult their financial advisors as appropriate.

David Keough F.AusIMM 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.

Non-GAAP Measures

Crocodile Gold believes that investors use certain indicators to assess gold mining companies. The indicators are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance in accordance with the International Financial Reporting Standards.

“Cash Cost per Ounce” is a non-GAAP performance measure which could provide an indication of the mining and processing efficiency at the operations. It is determined by dividing the operating expenses, excluding stock-based compensation allocated to the operating expense and next of silver revenue, by the number of ounces of gold sold. There are variations in the method of computation of ‘cash cost per ounce” as determined by the Company compared with other mining companies. For more detail on Cash Cost per Ounce determination for Corocidle gold, please visit www.sedar.com or www.crocgold.com and review the latest Annual Financial Statements issued on March 19, 2012.

Cautionary Note to U.S. Investors Concerning Estimates of Measured, Indicated or Inferred Resources

The information presented uses the terms “measured”, “indicated” and “inferred” mineral resources. United States investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize these terms. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves. United States investors are also cautioned not to assume that all or any part of an inferred mineral resource exists, or is economically or legally mineable.

http://www.sedar.com/





http://www.crocgold.com/






Investment Advantage

Two Operating mines and One new mine nearing commercial production

One 2.4 million TPA processing facility (NT) & Two 1.0 million TPA facility (Victoria) Expanding production profile with decreasing cash costs New projects being added to the production pipeline

Australian-based production and exploration

Mineral Resources: 4.9 million ounces M&I and 2.7 million ounces inferred Over 3,900 sq. km land package with proven historical production Significant infrastructure and accessibility

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Production

Assets

Outstanding potential to discover additional resources

Extensive exploration project and development pipeline Exploration strength with potential for further joint venture opportunities

Exploration


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Our Assets West Howley/

Rising Tide

Cosmo

Union Reefs

International

Maud Creek

Fosterville

Stawell

Legend

Operations

Projects


Our Assets

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Northern Territory

Operations

West Howley/Rising Tide

Production (completion in Q2 2012)

Cosmo Pre-Production (Anticipated Commercial Production Q4 2012)

Projects

International Pre-Production (Permitting)

Union Reefs Advanced Exploration

Maud Creek Advanced Exploration

Victoria State

Operations

Fosterville Production

Stawell Production


Our Assets Fosterville & Stawell - Acquisition

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Transaction closed on May 4th

Acquisition Terms

$55 million cash paid at closing

20 million shares of Crocodile Gold issued to AuRico Gold (subject to Six Month Lockup)

Deferred payments based on Net Free Cash Flow (NFC) as defined by purchase agreement:

First $60mm of NFC is paid 100% to CRK

Next $30mm of NFC is paid 100% to AUQ

Next $30mm is shared 50/50 between CRK and AUQ

Beyond the initial $120mm, NFC is shared 80/20 between CRK and AUQ

Fosterville Mine, Victoria

Stawell Mine, Victoria


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Creates a Mid-Tier, Australian-Focused Producer Ability to produce 200,000 – 230,000 oz in 2012(1)

Additional mines de-risk “single asset risk”

Financially Attractive to Shareholders Consummated with minimal shares issued

Changes Crocodile Gold’s cash flow profile and strengthened liquidity position allows for flexibility

Numerous Potential Synergies and Cost Saving Opportunities Financial, Commercial and Technical Benefits

Fosterville & Stawell Acquisition - Key Benefits

(1) Assumes full 2012 production for Fosterville & Stawell . CRK took ownership as of May 4th 2012

230

Production (000’s oz) 200

1,000

130

100

Cash Costs (A$/oz)

1,100

EBITDA (A$MM)

2012


Significant Management/Operation Team Synergies Combination of 3 seasoned teams with a wealth of experience

Creation of a shared services group of experts providing support to the operations

Acquisition Milestones Transaction closed: May 5th

Integration team put in place on May 14th

A$75mm debt facility with associated Gold Swap arrangement closed: June 12th

Consolidation of short, medium and long term strategy: August 12th

Furthers Crocodile Gold Strategy to Act as a Consolidator in Australia Numerous additional opportunities to add producing assets in Australia accretively

Benefits of increased scale furthers synergies, both in operations and in cost of capital (stock re-rating as company grows)

Significant free cash flow generation could allow Crocodile Gold to grow without large issuances of stock

Fosterville & Stawell Acquisition - Key Benefits


2012 Major Capital Investments

Northern Territories Production from Cosmo

– Ramp-up Q1 to Q3 with target to produce 50-55,000 ounces in 2012

– Full production rate: 800,000 TPA

Suspension of surface mining to occur in Q2

State of Victoria Integration of Fosterville and Stawell

mines in Victoria.

2012 Guidance

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2012 Production Sources

Production 2012 Revised Forecast

Cosmo, Burnside

200,000 – 230,000 Ounces

Cosmo Infrastructure Union Reefs Mill Improvements

Pre-Acquisition

Post-Acquisition

75,000 – 85,000 Ounces

Cosmo, Fosterville, Stawell

Same as above + Fosterville & Stawell Underground

Development


Production NT - International Pit: Permitting

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Historic Production

745,000t @ 1.6g/t Au for 31,000 oz

Pit backfilled when mining ceased in 1995

Located within 20km of Union Reefs mill

Production Plan

1.4Mt @ 1.3gpt for 47,000 oz

Stripping ratio: 3.5 to 1

3 years of operation – Start-up to completion

Key Milestones

August 1st : Application successfully referred to Department of Resources for final approval.

Expected decision in Q4 2012

Expect mining to start Q1 2013

South Gandy’s

3D model

Conceptualized pit


Exploration

Strategy Growth through greenfields and brownfields exploration

Exploration Goals Reserves: Increase reserves from 1M oz to 1.5M oz.

Resources: Increase mineral resources from 7.6M oz to 10M oz

2012 Objectives Assessment of information collected in 2011 for

identification of next opportunities

Assessment of recently acquired land position in State of Victoria

Advance Union Reefs & Maud Creek projects

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Historical Production

800,000 oz Au from open pits - AngloGold

Ore successfully treated at the Union Reefs mill

Prospect deposit located within 1,000m from existing infrastructure

2011 - 2012 Key Exploration Results*

Prospect: [email protected]/t Au, 2.5m @240.4 g/t Au

Crosscourse: [email protected]/t Au, 12.3m @8.9g/t Au

2012 Key Milestones

Completed a 11,500m drilling program

Update of resources model & desktop study – Q3 2012

Board decision on Phase II – Underground exploration decline – Q4 2012

*Refer to previous press releases dated October 13, 2011 and January 20,2012 and May 9th for detailed results

Exploration - NT - Union Reefs Underground Deposits


Exploration – NT - Maud Creek Surface/Underground Deposit

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Historical Production 173,600t @3.32g/t Au for 18,500oz

Mineral Resource:

Measured & Indicated - 9,288,000t @ 3.1g/t Au for

935,000oz. Greater than 4.5g/t Au – 3.1 Mt @ 6.3 g/t

for 628,000oz

Inferred Mineral Resources - 1,072,000t @2.4g/t Au

for 82,000oz (using a 1.0g/t Au cut-off)

2012 Key Milestones

Update of mineral resources model, metallurgy & scoping study – Q2 & Q3

Board decision on Phase II – 10,000m of drilling with associated metallurgical testing Q4

Board decision on Phase III – Initiate pre-feasibility study – Q4

Future Development

Open pit followed by underground operation

Partially refractory – metallurgical testing indicates 90-95% recovery by flotation with concentrates grading 3-6 opt.

Applicability of Fosterville BIOX technology

Near the town of Katherine – 8km haul road to paved highway


Short Term – Focus on higher quality ore – Ramp-up of Cosmo underground mine

– Integration of Fosterville and Stawell operations

– Permitting of Pine Creek (International Mine)

Medium Term – Maximize value of gold assets – Advance projects such as Union Reefs and Maud Creek

– Assessment of expanded land position in the State of Victoria

– Consolidate assets

Long Term – Explore – Continued investment in exploration on an annual basis

– Value creating acquisition

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Our Growth Strategy


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Our Growth Strategy 2012 Q2 – Financial position

At June 30, 2012 (US$): Total Asset Value $462,000,000

Working Capital $10,000,000

Cash Position $25,000,000

Three months ended June 30, 2012 (US$): Revenue $57,000,000

Mine Operating Earnings $6,000,000

Cash Generated by Operations $5,000,000

Credit Suisse AG Debt Facility A$75 million Fixed payment: A$1.923mm per month, January 2013 to March 2016

Swap Sale Contracts for 8,000 oz. of gold per month at average price of A$1,540/oz., July 2012 to March 2016:

- Call Contracts for 4,000 ounces of gold per month at A$2,100 per ounce over the same term

- 8,000 oz per month represent less than 40% of production. Remaining 60% sold at spot price


Management

Chantal Lavoie, P. Eng. President & Chief Executive Officer, Chairman

Mr. Lavoie is a Professional Mining Engineer with extensive experience in mining operations and projects. Mr. Lavoie has spent the last eight years at De Beers Canada Inc. ("De Beers") where he was responsible for the Canadian operations of De Beers including Snap Lake and Victor mines, the Gahcho Kue project and was acting CEO of De Beers. Mr. Lavoie has also worked for Barrick Gold Corporation at Goldstrike in Nevada and Aur Resources Inc. at the

former Louvicourt mine.

Steve Woodhead Chief Financial Officer

Mr. Woodhead is a Chartered Accountant (South Africa) with 20 years of experience in the natural resources and public sectors. Stephen has served in senior financial positions with several public companies, including as Chief Financial Officer of Desert Sun Mining Corp. until it was acquired by Yamana Gold Inc. in 2006. He currently serves on the Board of Directors of Vaaldiam Mining Inc.

Bill Nielsen, P. Geo Vice President Exploration

Mr. Nielsen is an accredited geologist with over 35 years of worldwide mineral exploration and development experience. Most recently, he has been working as a senior industry consultant to mining exploration companies working with a variety of commodities in various countries and geological environments. From 2003 to 2008, Mr. Nielsen was the V.P. Exploration of Nevsun Resources Ltd., where he played a significant role in the discovery of the Bisha gold-VMS deposit in Eritrea. He has worked for companies within the Forbes & Manhattan Group since early 2010.

Colinda Parent, Vice President Corporate Development

Ms.Parent has extensive capital markets experience having spent over 15 years in institutional equity sales and 5 years in investment banking in Toronto. Previously, Ms. Parent was one of the founders of Sandfire Securities, a Toronto-based institutional equity boutique focused on raising funds for and trading stocks in small and mid-cap Canadian-listed resource companies. She also served on the Board and Executive Committee at Sandfire. Ms. Parent

is a CFA charter holder and has an MBA from the Ivey School of Business.

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Operations Team :

Ian Holland, General Manager, Fosterville Gold Mine

Troy Cole, General Manager, Stawell Gold Mine

Peter Crooks, General Manager, Northern Territory


Board Of Directors

George Faught, CA, Lead Director

Mr. Faught is a Chartered Accountant with over 25 years of senior management experience and is currently the Chief Executive Officer of Aberdeen International Inc. He has served as the Chief Financial Officer of publicly traded companies in the natural resources, financial services and pharmaceutical industries. Mr. Faught has broad financial management, corporate development and operating experience and from 1999 to 2005 served as the Chief Financial Officer for North American Palladium Ltd., a mid-tier platinum group metal producer. Prior to that, he served as Chief Financial Officer for Hudson Bay Mining & Smelting Co. Ltd., an integrated base metals producer, and William Resources Inc., an international gold producer. He also serves as a director of several public companies in the resource sector.

Robert Getz, MBA, Director

Mr. Getz is a managing director and a co-founder of Cornerstone Equity Investors, LLC. Mr. Getz has strong experience in public and private debt and equity financings and domestic and international mergers and acquisitions. Mr. Getz has served as a director of several public and private metals and mining companies. He completed a B.A., cum laude, International Relations at Boston University in May 1985, and obtained his MBA, Finance in February 1990 from The Stern School of Business at New York University.

Kevin Conboy, Director

Mr. Conboy was President and Chief Executive Officer of Acordia, Inc., a subsidiary of Wells Fargo based in Chicago. As well, he served as Chief Executive Officer for the NIA Group of Paramus, New Jersey. Mr. Conboy possesses a wealth of experience in the financial markets and has considerable exposure to financial instruments and business transactions. He sits on a number of corporate and charitable boards. Mr. Conboy completed a B.A. from Colorado State University in 1973.

Peter Tagliamonte, P. Eng., Director

Mr. Tagliamonte is a professional mining engineer and also holds an MBA from the Richard Ivey School of Business, at the University of Western Ontario. He is currently the President and CEO of Sulliden Gold, the former President and CEO of Central Sun Mining Inc. and former Chief Operating Officer of Desert Sun Mining Corp. where he was responsible for the development of the Jacobina Mine in Brazil into a 4,200-tonne-per-day mining operation. Mr. Tagliamonte has over 25 years of progressive managerial experience building and operating mines worldwide, notably in Central and South America. In 2005, he received the Mining Journal's "Mine Manager of the Year" award in recognition for his work in the mining sector.

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On February 29, 2012 a new Board of Directors was constituted and Chantal Lavoie was appointed as Chairman.


Capital Structure

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Share Structure (At August 31, 2012)

Basic: 403.9 Million

Warrants: 68.3 Million

Options: 21.3 Million

Fully Diluted: 494.3 Million

Market Capitalization: $137.3 Million

52 Week Trading Range $0.29 – $0.80

52 Week Share Price Performance

0.2x 0.3x

0.4x

0.6x 0.6x

0.8x 0.8x 0.9x 0.9x

1.1x 1.2x

0

0.2

0.4

0.6

0.8

1

1.2

1.4

ORV CRK GBG GSC EDV ASR OSK ELD AGI YRI AEM

Gold Producer P/NAV Multiples

Source: Raymond James May 2012

Union Reefs Mill, Northern Territory

$0.00

$0.10

$0.20

$0.30

$0.40

$0.50

$0.60

$0.70

$0.80

$0.90


Investment Advantage

Two Operating mines and One new mine nearing commercial production

One 2.4 million TPA processing facility (NT) & Two 1.0 million TPA facility (Victoria) Expanding production profile with decreasing cash costs New projects being added to the production pipeline

Australian-based production and exploration

Mineral Resources: 4.9 million ounces M&I and 2.7 million ounces inferred Over 3,900 sq. km land package with proven historical production Significant infrastructure and accessibility

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Production

Assets

Outstanding potential to discover additional resources

Extensive exploration project and development pipeline Exploration strength with potential for further joint venture opportunities

Exploration


Investor Contact Information

Chantal Lavoie Chairman, President and CEO 416-861-2964 [email protected]

www.crocgold.com Find us on

A Member of the Forbes & Manhattan Group of Companies

Investor Relations Rob Hopkins 416-861-5899 [email protected]

TSX: CRK OTCQX: CROCF FRANKFURT: XGC

Crocodile Gold Corporation

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Crocodile Gold Corporate Presentation

Business

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