1. CORPORATE PRESENTATIONMAY 2013TSX: CRKOTCQX: CROCFA Growing Australian Gold Producer
2. Forward Looking Information2This presentation contains forward-looking information under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the developmentpotential and timetable of the projects; the Company’s ability to raise additional funds as necessary or on commercially reasonable terms; the future price of gold; the estimation of mineralresources and mineral reserves; conclusions of economic evaluation (including scoping studies); the realization of mineral resource and reserve estimates; the timing and amount of estimatedfuture production, development and exploration; costs of future activities; capital and operating expenditures; success of exploration activities; mining or processing issues; currency exchangerates; 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 orstatements 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 ofmanagement 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 mineralresource 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 describedin 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 basedon 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 unknownrisks, 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 bysuch 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 parametersas 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. Althoughmanagement 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 otherfactors 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 differmaterially 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 reportedseparately. 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 mineralresources 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 ofassessing 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.Bill Nielsen P.Geo.,Vice President of Exploration at Crocodile Gold, is a “qualified person” as such term is defined in National Instrument 43-101 and has reviewed and approved the technicalinformation and data included in this presentationThis presentation is being made available on a confidential basis only to persons in the United States reasonably believed to be “accredited investors” as defined in Rule 501(a) under the U.S.Securities Act (“Accredited Investors”) and specifically authorized to view this presentation. This information does not constitute an offer to any other person or, a general offer to the public of, or thegeneral solicitation from the public of, offers to subscribe or purchase any of securities of Crocodile Gold Corp. . Any unauthorized use of the presentation is strictly prohibited. Distribution of thisinformation to any person is unauthorized, and any disclosure of any of such information without the prior written consent of Crocodile Gold is prohibited. Except as specifically provided herein, thispresentation may not be copied or otherwise distributed, in whole or in part, by or to any person or in any medium whatsoever.Cautionary Note to U.S. Investors Concerning Estimates of Measured, Indicated or Inferred ResourcesThe information presented uses the terms “measured”, “indicated” and “inferred” mineral resources. United States investors are advised that while such terms are recognized and required byCanadian regulations, the United States Securities and Exchange Commission does not recognize these terms. “Inferred mineral resources” have a great amount of uncertainty as to theirexistence, 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 orindicated 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 iseconomically or legally mineable.
3. Cautionary Notes3Non-IFRS MeasuresCrocodile 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 inisolation or as a substitute for measures of performance in accordance with the International Financial Reporting Standards.“Cash Cost per Ounce” is a non-IFRS performance measure which could provide an indication of the mining and processing efficiency at the operations. It is determined by dividing the operatingexpenses, 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 ofcomputation 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 Crocodile Gold, pleasevisit www.sedar.com or www.crocgold.com and review the latest Annual Financial Statements issued on March 19, 2012.Note for Pages 7, 8, and 19 : For information regarding mineral resource and reserve estimates, including parameters used to generate the estimates and depletion, please see the technicalreports titled: REPORT ON THE MINERAL RESOURCES & MINERAL RESERVES OF THE NORTHERN TERRITORY GOLD AND BASE METALS PROPERTIES FOR CROCODILE GOLDCORP. dated April 4th, 2011; NI43-101 TECHNICAL REPORT FOSTERVILLE GOLD MINE, VICTORIA, AUSTRALIA PREPARED FOR CROCODILE GOLD CORP dated April 29th, 2012; NI43-101 TECHNICAL REPORT STAWELL GOLD MINE, VICTORIA, AUSTRALIA PREPARED FOR CROCODILE GOLD CORP dated April 9th, 2012. These documents are available on the companywebsite and at www.sedar.com.Non-GAAP MeasuresCrocodile 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 inisolation or as a substitute for measures of performance prepared in accordance with International Financial Reporting Standards.“Cash cost per ounce” is a non-GAAP performance measure that could provide an indication of the mining and processing efficiency and effectiveness at the operations. It is determined by dividingthe operating expenses, excluding stock-based compensation allocated to operating expenses and net of silver revenue, by the number of ounces of gold sold. There are variations in the methodof computation of “cash cost per ounce” as determined by the Company compared with other mining companies. The following is a reconciliation of the cash cost per ounce of gold sold, to thereported operating expenses for the three months ended December 31, September 30, June 30 and March 31, 2012:Dec 30 Sept 30 June 30 March 31Operating expenses per consolidated statement of operationsand comprehensive income (loss) 59,645,459 55,557,277 41,720,288 22,405,959By-product silver sales credit (203,303) (126,723) (105,871) (64,137)Non-cash stock option expense charged to operatingexpenses- - - (240,861)Operating cash costs 59,442,156 55,430,554 41,614,417 22,100,961Divided by ounces of gold sold 59,541 47,121 35,665 10,900Cash cost per ounce ($ per ounce) 998 1,176 1,167 2,028
4. Investment Highlights4GROWING GOLDPRODUCTIONGROWING CASHFLOWEXPLORATIONUPSIDE Cash flow from operation in Q4 2012: ~$39million Expect free cash flow of ~ $200 million overnext five years Extensive exploration and developmentpipeline Outstanding potential to discover additionalresources Production increased from 68,016 oz in 2011to 155,023 oz in 2012 2013 production expected to be 175,000 ozCOMPELLINGVALUATION Undervalued compared to peers at 0.3x P/NAVwith a peer group median of 0.7x EV/oz of $25 compared to peer group medianof $52All withinAustralia – afirst worldcountry withone of themost miningfriendlyjurisdictions
5. Crocodile Gold Exceeds Gold ProductionTargets with 155,523 ounces in 201252013 Growing Production From : Continued optimization at Cosmo Mine – improving mine design, increasing extractionrate, lowering mining cost. Optimization of Fosterville operation with expansion of resources and reserve base. Advancement of Big Hill Project – proceeding with permitting and final design withpotential for production in 2014.2012 Cost Guidance$1,100 - $1,300Average for 2012: $1,166$2,028$1,167 $1,176$998$0$500$1,000$1,500$2,000$2,500Q1 Q2 Q3 Q42012 Cash CostsAverage Cash Costs of $1,166 in line with 2012 Guidance010,00020,00030,00040,00050,00060,00070,000Q1 Q2 Q3 Q4OuncesPerQuarter2012 Ounce ProductionCRK Total CRK Proforma w/ NAVCO assets
6. 6Growing Gold Production:Double Digit Annual GrowthGrowing Production Profile Existing Operations: Cosmo & FostervilleMines Near-term project: Big Hill* Longer term: UR-Prospect & Maud Creek Potential for 14MM tonnes milled and inexcess of 1.2Moz recovered over 5 yearsKey Financial Indicators (cumulative-US$) Revenue: $2.018 Billion EBITDA: $765 Million Free Cash Flow: $205 Million Average cash cost: ~ $875/ounce5 YEAR PLAN*Please refer to cautionary notes on page 12 for PEA disclosures
7. 7Growing Gold Production:Cosmo Mine Steady development rate reached in 2012 Commercial production declared March 1st 2013 Ramping-up to produce an average of 75,000 to90,000oz gold per year Delineation program in progress with 4underground drills targeting expansion of MineralResources Proven and Probable Reserves* of 3.1Mt at 4.2 g/tAu for 420,000oz Measured and Indicated Resources* of 5.3Mt at 4.6g/t Au for 776,000 oz*Please refer to cautionary notes on page 3 of this presentationNorthern Territory 2012 PerformanceOre Milled (Tonnes) 917,202Average Grade (g/t Au) 1.51Recovery(%) 91.6Gold Produced (Ounces) 40,731Gold Sold (Ounces) 39,459Cosmo Mine is part of Crocodile Gold’s Northern TerritoryComplex which also includes a number of small open pitsthat are currently not being mined. Cosmo is an all–seasonunderground operation located approximately 60kmnorthwest of Union Reefs Mill .
8. 8Growing Gold Production:Fosterville Gold Mine Produced 90,000 oz gold in 2012 Expect to produce similar level in 2013 Announced high-grade gold intersections from drillholes on strike extending the Phoenix ore body atFosterville. Drill results include*: 23.36 g/t Au over 5.70m in hole UDE084 6.21 g/t Au over 6.10m in hole UDE084A Current mine life of 3 years based on Measuredand Indicated Resources of 13.9Mt at 2.9 g/t Aufor 1,289,000 oz Drilling programs underway with potential toextend the mine lifeFosterville Processing FacilityFosterville 2012 PerformanceOre Milled (Tonnes) 786,571Average Grade (g/t Au) 4.36Recovery (%) 81.8Gold Produced (Ounces) 90,440Gold Sold (Ounces) 90,862Fosterville Gold Mine is an underground operation located150 km north of Melbourne and 20 km from Bendigo;accessible by all weather roads. The mine has beenproducing since 1992 with its own processing facility(capacity of 800 Ktpa) with a bacterial oxidation processusing BIOX technology*Please refer to press release dated August 30, 2012 for full technical disclosures
9. 9Growing Gold ProductionStawell Gold MineStawell Gold mine is an underground operation locatedalongside the town of Stawell, in central Victoria,approximately 250 km west of Melbourne. Processingfacilities use standard CIL gold recover and have a capacityof 1.0MM TPAStawell Processing Facility Produced 73,000 oz Au in 2012 Confirmed opportunity to economically treathistorical surface stockpile until mid 2014 Decision to ramp-down underground miningactivities by mid 2013Next Steps Exploring opportunities within the existingmining lease Engagement with local stakeholders andcommunity Stawell 2012 PerformanceOre Milled (Tonnes) 850,017Average Grade (g/t Au) 3.06Recovery(%) 86.1Gold Produced (Ounces) 72,602Gold Sold (Ounces) 74,552
11. 112013OBJECTIVESExploration and Projects Increase reserves from 1.1MM oz to 1.5MM oz Consolidate land position in the Northern Territorythrough divestment of non-core assets Advance the Big Hill Project in the State of Victoria Advance Maud Creek, Union Reefs and Pine Creek Projectsin the Northern Territory Complex
12. 12Big Hill ProjectThe Big Hill Deposit is the surface expression of theStawell deposit. It currently has Indicated Resources of2.83 million tonnes at 1.84 g/t Au for 167,000 oz*. SouthGandy’sBig Hill PitDescription Unit Open PitStrip ratio 3.4 to 1Ore production Mt 2.3Grade g/t 1,65Recovered ounces oz 108,531Revenue AUD$(mm) 153LOM Capital AUD$(mm) 21.7NPV ($1,400/oz, 10% DR) AUD$(mm) 39.6Exploration and Projects:State of VictoriaProject Plan NI 43-101 compliant Preliminary EconomicAssessment (PEA) completed Ore would be treated at the existingStawell Gold Mine mill Estimated 4 ½ years of operation2013 Milestones Start Permitting process Production to commence second half of2014*Please refer to cautionary language on page 3 of this presentationThe PEA is preliminary in nature and is based on a number of assumptions that may be changed in thefuture as additional information becomes available. Mineral resources that are not mineral reserves donot have demonstrated economic viability. The PEA includes inferred mineral resources that areconsidered too speculative geologically to have the economic considerations applied to them that wouldenable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realizedStawell MillBig Hill Project
13. 13Maud Creek ProjectLocated near the town of Katherine, Maud Creek is a partialrefractory ore depositUnionReefs MillProspectMaud CreekInternationalMolineExploration and Projects:Northern Territory Complex Desktop Scoping Study completed in Q4 2012 Applicability of Fosterville BIOX® technology confirmed Open pit to be followed by underground operation Ore would be treated at existing Union Reefs mill inseparate circuit Preliminary mine design identified the opportunity ofproducing approximately 300,000 ounces over 6 years2013 Milestones Proceed with Prefeasibility Study including: additional drilling to capture detailed metallurgical andgeotechnical information Initial community engagement and existing EnvironmentalImpact Study update 2014 Development Decision
14. 14Union Reefs – Prospect DepositThe Prospect Deposit is located within 1 km of existinginfrastructure with historical production treated at theUnion Reefs mill* Refer to Oct 13, 2011, Jan 20, 2012 and May 9, 2012 press releases for detailed resultsUnion Reefs, Prospectand CrosscourseUnion NorthLady AliceUnionReefs MillComplexProspectCrosscourseExploration and Projects:Northern Territory Complex Completed a 11,500 m drilling program; keyexploration results include*: Prospect: 4.2 m@27g/t Au, 2.5 m@240g/t Au Crosscourse: 181.2 firstname.lastname@example.org g/t Au, 12.3 email@example.com g/t Au Desktop study completed in 2012 identified theopportunity of producing approximately 60,000ounces over 3 years from Prospect2013 Milestones Proceed with Phase II – Underground explorationdecline for Prospect with Bulk Sampling 2014 Production Decision
15. Capital Structure15Share Structure & Financial DetailsBasic: 406.4 MillionWarrants: 46.56 MillionOptions: 029.8 MillionFully Diluted: 483.73 MillionMarket Capitalization: $89.4 Million52 Week Trading Range $0.23 – $0.495Cash Position (at 12/12/31) $23 MillionDebt Outstanding $44.6 Million52 Week Share Price PerformanceIn February 2012, Luxor Capital completed a bid to take up a majority ownership of Crocodile Gold. Since that time,Luxor has assisted the Company in many ways including: Participation on a pro-rata basis in the last private placement financing Facilitation of the Victorian assets acquisition as well as aiding in arrangement of the Credit Suisse facilityLuxor is very active in the management and oversight of the Company with 2 current board members. Luxor has alsoindicated interest for any future financings – It currently owns 61% of Crocodile Gold.Major Shareholder – Luxor CapitalDebt outstanding includes recently issued convertible debenture of $34.5 million and$11.1 million remaining on Credit Suisse secured debt facility$0.00$0.10$0.20$0.30$0.40$0.50$0.60
16. 16Company ValuationAdd bullets$52.70$25.61$0.00$50.00$100.00$150.00$200.00TGZ OGC EDV RSG BAA Median GSC JAG SBM ORA CRK1.0x0.8x 0.8x 0.8x 0.7x 0.7x0.6x0.6x0.3x 0.3xRSG TGZ OGC SBM GSC JAG EDV BAA ORA CRKGold Producer P/NAV MultiplesSource: Bloomberg and company disclosure.Economic Value is equal to market cap less cash plus debt plus minority interestand preferred equityGold Producers Economic Value/OzSource: Consensus Estimates, Bloomberg. Per ounce, Crocodile Gold is valued at $25.61 – significantly less than the peer median of$52.70 per ounce, yet production profiles of the peer group are similar. Crocodile Gold is trading at 0.3x its Net Asset Value which suggests that the full value ofthe Company’s projects are not being attributed to in the current share price. The medianP/NAV of the peer group is 0.7x
17. Mineral Resourcesand Reserves *17Tonnes Au Grade Au(MM) (g/t) (Koz)Proven & Probable ReservesCosmo 3.1 4.2 420Fosterville 2.4 4.7 365Pine Creek 3.0 1.7 162Stawell 1.0 3.4 107Burnside 1.6 1.5 80Reserves 11.1 3.2 1,134Measured and Indicated Resources (incl. of Reserves)Fosterville 13.9 2.9 1,289Maud Creek 9.3 3.1 935Cosmo 5.3 4.6 776Mt Bundy 20.2 1.0 665Burnside 11.3 1.4 493Stawell 4.7 2.6 399Pine Creek 5.5 1.6 289Union Reefs 0.2 2.4 18M&I Resources 70.5 2.1 4,863Inferred ResourcesCosmo 5.7 3.7 676Burnside 13.0 1.5 647Fosterville 5.0 2.9 477Mt Bundy 10.5 1.0 351Union Reefs 3.7 1.7 204Pine Creek 2.3 2.4 183Stawell 1.0 4.7 145Maud Creek 1.1 2.4 82Inferred Resources 42.4 2.0 2,765*Please refer to cautionary language on page 3 of this presentationCrocodile Gold maintainssignificant Measured andIndicated Resources ofover 4 million ouncesand Inferred Resources of2.7 million ounces.Reserves for CrocodileGold’s projects totalapproximately1.1 million ounces.
18. Why Invest in Crocodile Gold18Crocodile Gold has Growing Production Doubled production over 2011, with 155,523 oz produced 2012 production targets were exceeded Production is expected to increase 10-15% in 2013, putting the company in anexclusive group of producersCrocodile Gold has Cash Flow Mine operations generated Net Cash Flow of ~ $60mm in 2012. Expect EBITDA of $765mm; Free Cash Flow of $200mm over the next 5 yearsCrocodile Gold has a Significant Exploration & Project Pipeline Clear project pipeline over 5 years that includes:• Big Hill• Union Reefs Prospect Deposit• Maud CreekCrocodile Gold is one of the cheapest mid-tier Gold Producers Making this an excellent entry point. If CRK increased to peer median P/NAV of 0.7x,shares would appreciate over 100%
19. ManagementChantal Lavoie, P. Eng., Chairman, President & Chief Executive OfficerMr. Lavoie is a Professional Mining Engineer with extensive experience in mining operations and projects. Previously, Mr. Lavoie spent eight years at DeBeers Canada Inc. ("De Beers") where he was responsible for the Canadian operations of De Beers including Snap Lake and Victor Mines, the Gahcho KueProject 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 theformer Louvicourt mine.Robert Dufour, CPA, CA, Director of Finance, Interim Chief Financial OfficerMr. Dufour is a Chartered Accountant with over 10 years of finance and accounting experience. He started his career with the Toronto office ofPriceWaterhouseCoopers and later joined Northgate Minerals Corporation as Corporate Controller and subsequently was promoted to Group FinancialController for Northgate Australian Venture Corporation (NAVCO), which was more recently acquired by Crocodile Gold Corporation.Bill Nielsen, P. Geo, Vice President ExplorationMr. Nielsen is an accredited geologist with over 35 years of worldwide mineral exploration and development experience. Most recently, he has beenworking as a senior industry consultant to mining exploration companies working with a variety of commodities in various countries and geologicalenvironments. From 2003 to 2008, Mr. Nielsen was the V.P. Exploration of Nevsun Resources Ltd., where he played a significant role in the discovery ofthe Bisha gold-VMS deposit in Eritrea. He has worked for various companies within the Forbes & Manhattan Group since early 2010.Colinda Parent, Vice President Corporate DevelopmentMs. Parent has extensive capital markets experience having spent over 15 years in institutional equity sales and 5 years in investment banking inToronto. Previously, Ms. Parent was one of the founders of Sandfire Securities, a Toronto-based institutional equity boutique focused on raising fundsfor 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.19Operations Team : Ian Holland, General Manager, Stawell Gold MineTroy Cole, General Manager, Fosterville Gold MinePeter Crooks, General Manager, Northern Territory
20. Board Of DirectorsKevin Conboy, DirectorMr. Conboy was previously President and Chief Executive Officer of Acordia, Inc., a subsidiary of Wells Fargo based in Chicago. As well, heserved as Chief Executive Officer for the NIA Group of Paramus, New Jersey. Mr. Conboy possesses a wealth of experience in the financialmarkets and has considerable exposure to financial instruments and business transactions. He sits on a number of corporate and charitableboards. Mr. Conboy completed a B.A. from Colorado State University in 1973.George Faught, CA, Lead DirectorMr. Faught is a Chartered Accountant with over 25 years of senior management experience and is currently the Chief Executive Officer of AberdeenInternational Inc. He has served as the Chief Financial Officer of publicly traded companies in the natural resources, financial services andpharmaceutical industries. Mr. Faught has broad financial management, corporate development and operating experience and from 1999 to 2005served as the Chief Financial Officer for North American Palladium Ltd., a mid-tier platinum group metal producer. Prior to that, he served as ChiefFinancial Officer for Hudson Bay Mining & Smelting Co. Ltd., an integrated base metals producer, and William Resources Inc., an international goldproducer. He also serves as a director of several public companies in the resource sector.Robert Getz, MBA, DirectorMr. Getz is a managing director and a co-founder of Cornerstone Equity Investors, LLC. Mr. Getz has strong experience in public and private debt andequity financings and domestic and international mergers and acquisitions. Mr. Getz has served as a director of several public and private metals andmining companies. He completed a B.A., cum laude, International Relations at Boston University in May 1985, and obtained his MBA, Finance inFebruary 1990 from The Stern School of Business at New York University.Peter Tagliamonte, P. Eng., DirectorMr. 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 ofDesert 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. In2005, he received the Mining Journals "Mine Manager of the Year" award in recognition for his work in the mining sector.20
21. Investor Contact InformationChantal LavoieChairman, President and CEO416firstname.lastname@example.orgFind us on:Investor RelationsRob Hopkins416email@example.comTSX: CRKOTCQX: CROCFFRANKFURT: XGCCrocodile Gold Corporation21