An anonymous director reports
CROCODILE GOLD ADOPTS SHAREHOLDER RIGHTS PLAN
Crocodile Gold Corp.'s board of directors has adopted a limited durationshareholder rights plan. The rights plan will expire at 5 p.m. ET on Feb. 29,2012. The rights plan is intended to ensure that in the context of theunsolicited takeover proposal for Crocodile Gold common shares announced byLuxor Capital Group, LP, the board has sufficient time to identify, develop andnegotiate alternatives to maximize shareholder value. The rights plan also seeksto ensure the fair treatment of shareholders and to provide them with adequatetime to properly assess any potential takeover bid without undue pressure.
The board has authorized the issuance of one right in respect of each commonshare of the company outstanding at 5 p.m. ET on Dec. 15, 2011, and each shareissued thereafter. The rights will become exercisable if a person, together withits affiliates, associates and joint actors, acquires or announces an intentionto acquire beneficial ownership of common shares which, when totalled with itscurrent holdings, total 20 per cent or more of the outstanding common shares ofthe company (determined in the manner set out in the rights plan). Following theacquisition of 20 per cent or more of the outstanding common shares, each rightheld by a person other than the acquiring person and its affiliates, associatesand joint actors would, upon exercise, entitle the holder to purchase commonshares at a substantial discount to the market price of the common shares atthat time.
The board has the discretion to defer the time at which the rights becomeexercisable (which it has done in respect of the proposed Luxor offer) and towaive the application of the rights plan if the board determines it is in thebest interests of the company to do so.
The rights plan permits the acquisition of control of Crocodile Gold througha permitted bid, a competing permitted bid or a negotiated transaction. Apermitted bid is one that, among other things, is made to all holders of commonshares for all of their shares, is open for a minimum of 60 days and is subjectto an irrevocable minimum tender condition of at least 50 per cent of the commonshares held by independent shareholders.
Although the rights plan is effective immediately, it remains subject toacceptance by the Toronto Stock Exchange. A copy of the rights plan will beavailable under the company's profile at SEDAR.
Qualified person
Bill Nielsen, PGeo, of Crocodile Gold, is a qualified person as such term isdefined in National Instrument 43-101 and has reviewed and approved thetechnical information and data included in this press release.
We seek Safe Harbor.