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A New Mid-Tier Gold Producer




TSX: CRK
OTCQX: CROCF                CORPORATE PRESENTATION
FRANKFURT: XGC
Forward Looking Information
                                                                                                                                                   TSX:CRK OTCQX: CROCF

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; 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.
Bill Neilsen 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 technical
information and data included in this presentation
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.

Note for Page 5: For information regarding mineral resource and reserve estimates, including parameters used to generate the estimates and depletion, please see the technical reports titled: REPORT ON THE
MINERAL RESOURCES & MINERAL RESERVES OF THE NORTHERN TERRITORY GOLD AND BASE METALS PROPERTIES FOR CROCODILE GOLD CORP. dated April 4th, 2011; NI43-101 TECHNICAL
REPORT FOSTERVILLE GOLD MINE, VICTORIA, AUSTRALIA PREPARED FOR CROCODILE GOLD CORP dated April 29 th, 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 company website and at www.sedar.com.




                                                                                                                                                                                                               2
Investment Advantage
                                                                     TSX:CRK OTCQX: CROCF


                 Australian-based production and exploration
                 Mineral Resources: M&I of 4.1 million oz, Inferred of 2.8 million oz
   Assets        Over 4,000 sq. km land package with proven historical production
                 Significant infrastructure and accessibility


               Two operating mines and one new mine nearing commercial production:
                  One 2.4MM TPA central processing facility in the Northern Territory
                   Complex at Union Reefs
 Production       Two 1.0MM TPA processing facilities in the State of Victoria
               Expanding production profile with decreasing cash costs
               New projects are being added to the production profile



               Outstanding potential to discover additional resources
Exploration    Extensive exploration project and development pipeline, with further joint
                venture opportunities


                                                                                             3
Our Assets
             TSX:CRK OTCQX: CROCF




                                4
Our Assets
                                                                                   TSX:CRK OTCQX: CROCF

Northern Territory Complex                     Mineral Resources*                       Tonnes
                                                                                         (MM)
                                                                                                          Au Grade
                                                                                                            (g/t)
                                                                                                                                 Au
                                                                                                                                (Koz)

  Production                                   Proven & Probable Reserves
                                               Cosmo                                      3.1                 4.2                420
   Burnside Property                          Fosterville                                2.4                 4.7                365
       Cosmo - anticipated commercial         Stawell                                    1.0                 3.4                107
                                               Pine Creek                                 3.0                 1.7                162
        production in Q1 2013                  Burnside                                   1.6                 1.5                 80
       West Howley / Rising Tide - ceased     Reserves                                  11.1                 3.2              1,134.0
        production in Q2 2012
                                               Measured and Indicated Resources (incl. of Reserves)
   Ore processed at centralized Union Reefs   Cosmo                               5.3                        4.6                776
    Mill                                       Fosterville                        13.9                        2.9                1289

  Pre - Production                             Stawell                             4.7                        2.6                399
                                               Pine Creek                          5.5                        1.6                289
   International Pit (Pine Creek) –           Union Reefs                         0.2                        2.4                 18
    Preparatory stage                          Maud Creek                          9.3                        3.1                935
                                               Burnside                           11.3                        1.4                493
  Advanced Exploration                         Mt Bundy                           20.2                        1.0                664
   Union Reefs                                M&I Resources                      65.2                        1.9              4,087.0

   Maud Creek                                 Inferred Resources
                                               Cosmo                                      5.7                 3.7                676
                                               Fosterville                                5.0                 2.9                477
Victoria State Assets                          Stawell                                    1.0                 4.7                145
                                               Pine Creek                                 2.3                 2.4                183
                                               Union Reefs                                3.7                 1.7                204
  Production                                   Maud Creek                                 1.1                 2.4                 82
   Fosterville                                Burnside                                  13.0                 1.5                647
   Stawell                                    Mt Bundy                                  10.5                 1.0                350
                                               Inferred Resources                        42.4                 2.0              2,764.0
                                                *Please refer to cautionary language and Note for Page 5 on page 2 of this presentation   5
Northern Territory Complex -
Production / Pre-Production                               TSX:CRK OTCQX: CROCF

Cosmo (Underground)
 Asset on Burnside property, historically produced
  approximately 430 Koz Au since 1873 (with Howley)
 Development initiated in February 2011
    Trial stoping completed in Q1 2012
    Production stoping initiated in September, with
     first transverse stope successfully extracted
    Ramping-up and targeting 80,000 oz Au per year
 Delineation drilling program confirming expectation
  in terms of grade and tonnage

Union Reefs Mill                                            Union Reefs Mill, Northern Territory

 Centralized CIL mill with a capacity of 2.4MM TPA
 Gravity and Carbon-in-Pulp plan designed to recover
  gold from free-milling ore sourced from Burnside and
  Pine Creek
 Plant is capable of recovering coarse gold by gravity
  concentration and fine gold by cyanide leaching and
  absorption on activated carbon
                                                                                                   6
Northern Territory Complex -
Production / Pre-Production                                                            TSX:CRK OTCQX: CROCF

Pine Creek – International Deposit (Open Pit)
 Located approximately 20 km from Union Reefs mill
                                                                                                   Prospect
 Previously produced 745 Kt @ 1.6g/t for 31 Koz Au
                                                                                                  Crosscourse
  until mining ceased in 1995
                                                                          Union Reefs Mill
 Granted in-principle approval for redevelopment
  and proposed preparatory work; initiated surface
  drilling for optimizing and finalizing mining activities
                                                                                  International
 Expected to produce 1.4 Mt @ 1.3g/t for 47 Koz
  over 3 year LOM (Waste:Ore - 3.5:1)
Next Steps                                 International Conceptualized
                                           Open Pit
 Q4 2012: Production decision
 Q2 2013: Expect mining to start




Conceptualized pit

                                                                                                                7
Northern Territory Complex -
Exploration Assets                                                                                              TSX:CRK OTCQX: CROCF

Union Reefs -- Prospect Deposit                                                             Union Reefs, Prospect         Union North
                                                                                            and Crosscourse
 Located within 1 km from existing infrastructure                                                                                       Lady Alice


 Historical production of 800 Koz Au from open pits
                                                                                                               Prospect


  (Anglo Gold); ore treated at the Union Reefs mill
                                                                                                                                        Crosscourse
 Completed a 11,500 m drilling program; key
  exploration results include*:                                                                            Union
                                                                                                          Reefs Mill
       Prospect: 4.2 m@27g/t Au, 2.5 m@240g/t Au                                                         Complex


       Crosscourse: 181.2 m@1.8 g/t Au, 12.3 m@8.9
        g/t Au
Next Steps
 Q3 2012: Update of resource model & desktop
  study
 Q4 2012: Board decision on Phase II –
  Underground exploration decline



* Refer to Oct 13, 2011, Jan 20, 2012 and May 9, 2012 press releases for detailed results
                                                                                                                                                      8
Northern Territory Complex -
Exploration Assets                                                       TSX:CRK OTCQX: CROCF

Maud Creek
 Near town of Katherine, 8 km from highway
 Previously produced 174 Kt @ 3.3 g/t Au for 19 Koz Au
 Desktop Scoping study - Conceptual design
      Open pit to be followed by underground
       operation
      Partially refractory ore; testing indicates 90-95%
       recovery by flotation with concentrates grading
       3-6 oz/t                                                          Prospect

      applicability of Fosterville BIOX® technology         Union
                                                                                           Moline
                                                            Reefs Mill
Next Steps                                                                 International


 Update of mineral resource, metallurgy and scoping
  study are expected this year
 Q4 2012: Recommendation on next phase – revised                                                   Maud Creek
  resource estimate and desktop study in progress



                                                                                                                 9
Victoria State Assets
                                                     TSX:CRK OTCQX: CROCF

Fosterville (Underground)                              Fosterville Production Facility

 Located approximately 150 km north of
  Melbourne and 20 km from Bendigo, accessible
  by all weather roads
 Producing since 1992 with own processing
  facility (capacity of 800 Ktpa) with a bacterial
  oxidation process uses BIOX technology
 Expected to produce 82-87 Koz Au in 2012
  (including production prior to May 4, 2012
  acquisition)
 Current mine life of 3 years based on reserves &
  resources; production of approximately 85-95
  Koz Au annually
 Recently announced results from high-grade
  gold intersections from drill holes on strike
  extension of the Phoenix ore body (Press
  Release dated Aug. 30, 2012)



                                                                                         10
Victoria State Assets
                                                    TSX:CRK OTCQX: CROCF

Stawell (Underground)
 Located alongside the town of Stawell, in
  central Victoria, approximately 250 km west of
  Melbourne
 Expected to produce 69-74 Koz Au in 2012 (incl.
  production prior to May 4, 2012 acquisition)
 Standard CIL gold recovery circuit following
  crushing and grinding and sulphide flotation;
  processing capacity is 1.0MM tpa                     Stawell Production Facility

 Decision to ramp-down underground mining
  activities by end of 2013; will continue to
  provide cash flow due to savings on capital
  expenditure
 Opportunity to economically treat historical
  surface stockpile beyond 2013
Next Steps
 Q4 2012: Decision to carry out additional work
  on known deposit extension on the mining
  lease
                                                                                     11
Production
2012 – Outlook                                                                                  TSX:CRK OTCQX: CROCF

Northern Territories                                $2,500.00
                                                                                     2012 Cash Costs
 Suspension of surface mining occurred in Q2       $2,000.00
                                                                                                                 2012 Cost Guidance
  2012                                                                  $2,028.00                                  $1,100 - $1,300
                                                    $1,500.00
 Ramp-up of Cosmo Mine
 Production 40,000 to 45,000 ounces in 2012        $1,000.00                                    $1,167.00             $1,176.00

                                                     $500.00
State of Victoria
                                                          $0.00
 Integration of Fosterville and Stawell mines in                             Q1                     Q2                   Q3
  Victoria.
                                                              60,000                                                       200,000
 Decision to ramp down U/G operations at                                      2012 Production Profile                     180,000
                                                              50,000
  Stawell                                                                                                                  160,000




                                                                                                                                       Cumulative Ounces
                                                              40,000                                                       140,000
 Production 151,000 to 161,000 ounces in                                                                                  120,000
                                                     Ounces



  2012                                                        30,000                                                       100,000
                                                                                                                           80,000
                                                              20,000                                                       60,000

Q3 – YTD Production                                           10,000                                                       40,000
                                                                                                                           20,000
 93,376 ounces                                                   0
                                                                          Q1               Q2         Q3          Q4
                                                                                                                           0


 141,625 ounces, including FGM and SGM                           CRK Total        Total        CRK Cumulative      Total Cumulative
  production prior to May 5th
                                                                                                                                                           12
Exploration
                                                      TSX:CRK OTCQX: CROCF




  Strategy     Growth through greenfield and brownfield exploration


Exploration    Increase reserves from 1.1MM oz to 1.5MM oz
   Goals       Increase resources from 7.6MM oz to 10.0MM oz


               Assessment of information collected in 2011 for
                identification of next opportunities
   2012
               Assessment of recently acquired land position in State of
 Objectives
                Victoria
               Advance Union Reefs & Maud Creek projects


                                                                            13
Our Growth Strategy
                                                                       TSX:CRK OTCQX: CROCF



        Short Term                       Medium Term                          Long Term


 Focus on Higher Quality            Maximize Value of Gold                      Explore
           Ore                             Assets                     Continued investment in
 Ramp-up of Cosmo mine             Advance projects such as          exploration on an annual
                                     Union Reefs and Maud              basis
 Integration of Fosterville and     Creek
  Stawell operations                                                  Focus on successful
                                    Assessment of expanded            conversion of existing
 Reap benefits of increased         land position in the State of     resources into reserves
  scale and synergies, both in       Victoria
  operations and in cost of                                           Prioritization of higher
  capital                           Consolidate assets                quality deposits and projects

 Permitting of International                                         Value creating acquisitions
  Mine (Pine Creek)




                                                                                                       14
Capital Structure
                                                                                                     TSX:CRK OTCQX: CROCF

Share Structure (At November 30, 2012)                                         Third Quarter 2012 Results
Basic:                                                     406.4 Million       At September 30, 2012 (US$):
                                                                               Total Asset Value: 473,498,092
Warrants:                                                  56.75 Million
                                                                               Cash Position: $20,383,957
Options:                                                   029.8 Million
                                                                               Three months ended September 30, 2012 (US$):
Fully Diluted:                                            493.35 Million       Revenue: $78,721,463
Market Capitalization:                                    $142.0 Million       Operating Earnings: $7,028,408
52 Week Trading Range                                      $0.29 – $0.80       Cash from Operations: $32,511,747



         Gold Producer P/NAV Multiples                                                    52 Week Share Price Performance
                                                                                  $0.70
         1.4x
                                                                                  $0.60
                1.2x
                                                                                  $0.50
                       0.9x
                                                                                  $0.40
                              0.8x   0.8x
                                            0.7x   0.7x                           $0.30
                                                          0.5x                    $0.20
                                                                 0.4x
                                                                                  $0.10
                                                                        0.2x
                                                                                  $0.00

         GSC    RSG    OGC    SBM    TGZ    EDV    BAA     JAG   CRK    ORA

 Source: Consensus estimates, Bloomberg. EDV pro forma acquisition of Avion.                                                  15
Management
                                                                                                             TSX:CRK OTCQX: CROCF

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.
Rob Dufour, Director of Finance, Interim Chief Financial Officer
Mr. Dufour is a Chartered Accountant with over 10 years of finance and accounting experience. He started his career with the Toronto office of
PriceWaterhouseCoopers and later joined Northgate Minerals Corporation as Corporate Controller and subsequently was promoted to Group Financial
Controller for Northgate Australian Venture Corporation (NAVCO), which was more recently acquired by Crocodile Gold Corporation.
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.


Operations Team :               Ian Holland, General Manager, Stawell Gold Mine

                                Troy Cole, General Manager, Fosterville Gold Mine

                                Peter Crooks, General Manager, Northern Territory


                                                                                                                                                        16
Board Of Directors
                                                                                                             TSX:CRK OTCQX: CROCF

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

                                                                                                                                                         17
Investor Contact Information
                                                                         TSX:CRK OTCQX: CROCF




                     Crocodile Gold Corporation

   Chantal Lavoie                                         Investor Relations
   Chairman, President and CEO                            Rob Hopkins
   416-861-2964                                           416-861-5899
   clavoie@crocgold.com                                   info@crocgold.com



    TSX: CRK                                                www.crocgold.com
    OTCQX: CROCF                                            Find us on:
    FRANKFURT: XGC



                 A Member of the Forbes & Manhattan Group of Companies
                                                                                            18

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Crocodile Gold Corporate Presentation December 2012

  • 1. A New Mid-Tier Gold Producer TSX: CRK OTCQX: CROCF CORPORATE PRESENTATION FRANKFURT: XGC
  • 2. Forward Looking Information TSX:CRK OTCQX: CROCF 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; 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. Bill Neilsen 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 technical information and data included in this presentation 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. Note for Page 5: For information regarding mineral resource and reserve estimates, including parameters used to generate the estimates and depletion, please see the technical reports titled: REPORT ON THE MINERAL RESOURCES & MINERAL RESERVES OF THE NORTHERN TERRITORY GOLD AND BASE METALS PROPERTIES FOR CROCODILE GOLD CORP. dated April 4th, 2011; NI43-101 TECHNICAL REPORT FOSTERVILLE GOLD MINE, VICTORIA, AUSTRALIA PREPARED FOR CROCODILE GOLD CORP dated April 29 th, 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 company website and at www.sedar.com. 2
  • 3. Investment Advantage TSX:CRK OTCQX: CROCF  Australian-based production and exploration  Mineral Resources: M&I of 4.1 million oz, Inferred of 2.8 million oz Assets  Over 4,000 sq. km land package with proven historical production  Significant infrastructure and accessibility  Two operating mines and one new mine nearing commercial production:  One 2.4MM TPA central processing facility in the Northern Territory Complex at Union Reefs Production  Two 1.0MM TPA processing facilities in the State of Victoria  Expanding production profile with decreasing cash costs  New projects are being added to the production profile  Outstanding potential to discover additional resources Exploration  Extensive exploration project and development pipeline, with further joint venture opportunities 3
  • 4. Our Assets TSX:CRK OTCQX: CROCF 4
  • 5. Our Assets TSX:CRK OTCQX: CROCF Northern Territory Complex Mineral Resources* Tonnes (MM) Au Grade (g/t) Au (Koz) Production Proven & Probable Reserves Cosmo 3.1 4.2 420  Burnside Property Fosterville 2.4 4.7 365  Cosmo - anticipated commercial Stawell 1.0 3.4 107 Pine Creek 3.0 1.7 162 production in Q1 2013 Burnside 1.6 1.5 80  West Howley / Rising Tide - ceased Reserves 11.1 3.2 1,134.0 production in Q2 2012 Measured and Indicated Resources (incl. of Reserves)  Ore processed at centralized Union Reefs Cosmo 5.3 4.6 776 Mill Fosterville 13.9 2.9 1289 Pre - Production Stawell 4.7 2.6 399 Pine Creek 5.5 1.6 289  International Pit (Pine Creek) – Union Reefs 0.2 2.4 18 Preparatory stage Maud Creek 9.3 3.1 935 Burnside 11.3 1.4 493 Advanced Exploration Mt Bundy 20.2 1.0 664  Union Reefs M&I Resources 65.2 1.9 4,087.0  Maud Creek Inferred Resources Cosmo 5.7 3.7 676 Fosterville 5.0 2.9 477 Victoria State Assets Stawell 1.0 4.7 145 Pine Creek 2.3 2.4 183 Union Reefs 3.7 1.7 204 Production Maud Creek 1.1 2.4 82  Fosterville Burnside 13.0 1.5 647  Stawell Mt Bundy 10.5 1.0 350 Inferred Resources 42.4 2.0 2,764.0 *Please refer to cautionary language and Note for Page 5 on page 2 of this presentation 5
  • 6. Northern Territory Complex - Production / Pre-Production TSX:CRK OTCQX: CROCF Cosmo (Underground)  Asset on Burnside property, historically produced approximately 430 Koz Au since 1873 (with Howley)  Development initiated in February 2011  Trial stoping completed in Q1 2012  Production stoping initiated in September, with first transverse stope successfully extracted  Ramping-up and targeting 80,000 oz Au per year  Delineation drilling program confirming expectation in terms of grade and tonnage Union Reefs Mill Union Reefs Mill, Northern Territory  Centralized CIL mill with a capacity of 2.4MM TPA  Gravity and Carbon-in-Pulp plan designed to recover gold from free-milling ore sourced from Burnside and Pine Creek  Plant is capable of recovering coarse gold by gravity concentration and fine gold by cyanide leaching and absorption on activated carbon 6
  • 7. Northern Territory Complex - Production / Pre-Production TSX:CRK OTCQX: CROCF Pine Creek – International Deposit (Open Pit)  Located approximately 20 km from Union Reefs mill Prospect  Previously produced 745 Kt @ 1.6g/t for 31 Koz Au Crosscourse until mining ceased in 1995 Union Reefs Mill  Granted in-principle approval for redevelopment and proposed preparatory work; initiated surface drilling for optimizing and finalizing mining activities International  Expected to produce 1.4 Mt @ 1.3g/t for 47 Koz over 3 year LOM (Waste:Ore - 3.5:1) Next Steps International Conceptualized Open Pit  Q4 2012: Production decision  Q2 2013: Expect mining to start Conceptualized pit 7
  • 8. Northern Territory Complex - Exploration Assets TSX:CRK OTCQX: CROCF Union Reefs -- Prospect Deposit Union Reefs, Prospect Union North and Crosscourse  Located within 1 km from existing infrastructure Lady Alice  Historical production of 800 Koz Au from open pits Prospect (Anglo Gold); ore treated at the Union Reefs mill Crosscourse  Completed a 11,500 m drilling program; key exploration results include*: Union Reefs Mill  Prospect: 4.2 m@27g/t Au, 2.5 m@240g/t Au Complex  Crosscourse: 181.2 m@1.8 g/t Au, 12.3 m@8.9 g/t Au Next Steps  Q3 2012: Update of resource model & desktop study  Q4 2012: Board decision on Phase II – Underground exploration decline * Refer to Oct 13, 2011, Jan 20, 2012 and May 9, 2012 press releases for detailed results 8
  • 9. Northern Territory Complex - Exploration Assets TSX:CRK OTCQX: CROCF Maud Creek  Near town of Katherine, 8 km from highway  Previously produced 174 Kt @ 3.3 g/t Au for 19 Koz Au  Desktop Scoping study - Conceptual design  Open pit to be followed by underground operation  Partially refractory ore; testing indicates 90-95% recovery by flotation with concentrates grading 3-6 oz/t Prospect  applicability of Fosterville BIOX® technology Union Moline Reefs Mill Next Steps International  Update of mineral resource, metallurgy and scoping study are expected this year  Q4 2012: Recommendation on next phase – revised Maud Creek resource estimate and desktop study in progress 9
  • 10. Victoria State Assets TSX:CRK OTCQX: CROCF Fosterville (Underground) Fosterville Production Facility  Located approximately 150 km north of Melbourne and 20 km from Bendigo, accessible by all weather roads  Producing since 1992 with own processing facility (capacity of 800 Ktpa) with a bacterial oxidation process uses BIOX technology  Expected to produce 82-87 Koz Au in 2012 (including production prior to May 4, 2012 acquisition)  Current mine life of 3 years based on reserves & resources; production of approximately 85-95 Koz Au annually  Recently announced results from high-grade gold intersections from drill holes on strike extension of the Phoenix ore body (Press Release dated Aug. 30, 2012) 10
  • 11. Victoria State Assets TSX:CRK OTCQX: CROCF Stawell (Underground)  Located alongside the town of Stawell, in central Victoria, approximately 250 km west of Melbourne  Expected to produce 69-74 Koz Au in 2012 (incl. production prior to May 4, 2012 acquisition)  Standard CIL gold recovery circuit following crushing and grinding and sulphide flotation; processing capacity is 1.0MM tpa Stawell Production Facility  Decision to ramp-down underground mining activities by end of 2013; will continue to provide cash flow due to savings on capital expenditure  Opportunity to economically treat historical surface stockpile beyond 2013 Next Steps  Q4 2012: Decision to carry out additional work on known deposit extension on the mining lease 11
  • 12. Production 2012 – Outlook TSX:CRK OTCQX: CROCF Northern Territories $2,500.00 2012 Cash Costs  Suspension of surface mining occurred in Q2 $2,000.00 2012 Cost Guidance 2012 $2,028.00 $1,100 - $1,300 $1,500.00  Ramp-up of Cosmo Mine  Production 40,000 to 45,000 ounces in 2012 $1,000.00 $1,167.00 $1,176.00 $500.00 State of Victoria $0.00  Integration of Fosterville and Stawell mines in Q1 Q2 Q3 Victoria. 60,000 200,000  Decision to ramp down U/G operations at 2012 Production Profile 180,000 50,000 Stawell 160,000 Cumulative Ounces 40,000 140,000  Production 151,000 to 161,000 ounces in 120,000 Ounces 2012 30,000 100,000 80,000 20,000 60,000 Q3 – YTD Production 10,000 40,000 20,000  93,376 ounces 0 Q1 Q2 Q3 Q4 0  141,625 ounces, including FGM and SGM CRK Total Total CRK Cumulative Total Cumulative production prior to May 5th 12
  • 13. Exploration TSX:CRK OTCQX: CROCF Strategy  Growth through greenfield and brownfield exploration Exploration  Increase reserves from 1.1MM oz to 1.5MM oz Goals  Increase resources from 7.6MM oz to 10.0MM oz  Assessment of information collected in 2011 for identification of next opportunities 2012  Assessment of recently acquired land position in State of Objectives Victoria  Advance Union Reefs & Maud Creek projects 13
  • 14. Our Growth Strategy TSX:CRK OTCQX: CROCF Short Term Medium Term Long Term Focus on Higher Quality Maximize Value of Gold Explore Ore Assets  Continued investment in  Ramp-up of Cosmo mine  Advance projects such as exploration on an annual Union Reefs and Maud basis  Integration of Fosterville and Creek Stawell operations  Focus on successful  Assessment of expanded conversion of existing  Reap benefits of increased land position in the State of resources into reserves scale and synergies, both in Victoria operations and in cost of  Prioritization of higher capital  Consolidate assets quality deposits and projects  Permitting of International  Value creating acquisitions Mine (Pine Creek) 14
  • 15. Capital Structure TSX:CRK OTCQX: CROCF Share Structure (At November 30, 2012) Third Quarter 2012 Results Basic: 406.4 Million At September 30, 2012 (US$): Total Asset Value: 473,498,092 Warrants: 56.75 Million Cash Position: $20,383,957 Options: 029.8 Million Three months ended September 30, 2012 (US$): Fully Diluted: 493.35 Million Revenue: $78,721,463 Market Capitalization: $142.0 Million Operating Earnings: $7,028,408 52 Week Trading Range $0.29 – $0.80 Cash from Operations: $32,511,747 Gold Producer P/NAV Multiples 52 Week Share Price Performance $0.70 1.4x $0.60 1.2x $0.50 0.9x $0.40 0.8x 0.8x 0.7x 0.7x $0.30 0.5x $0.20 0.4x $0.10 0.2x $0.00 GSC RSG OGC SBM TGZ EDV BAA JAG CRK ORA Source: Consensus estimates, Bloomberg. EDV pro forma acquisition of Avion. 15
  • 16. Management TSX:CRK OTCQX: CROCF 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. Rob Dufour, Director of Finance, Interim Chief Financial Officer Mr. Dufour is a Chartered Accountant with over 10 years of finance and accounting experience. He started his career with the Toronto office of PriceWaterhouseCoopers and later joined Northgate Minerals Corporation as Corporate Controller and subsequently was promoted to Group Financial Controller for Northgate Australian Venture Corporation (NAVCO), which was more recently acquired by Crocodile Gold Corporation. 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. Operations Team : Ian Holland, General Manager, Stawell Gold Mine Troy Cole, General Manager, Fosterville Gold Mine Peter Crooks, General Manager, Northern Territory 16
  • 17. Board Of Directors TSX:CRK OTCQX: CROCF On February 29, 2012 a new Board of Directors was constituted and Chantal Lavoie was appointed as Chairman. 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. 17
  • 18. Investor Contact Information TSX:CRK OTCQX: CROCF Crocodile Gold Corporation Chantal Lavoie Investor Relations Chairman, President and CEO Rob Hopkins 416-861-2964 416-861-5899 clavoie@crocgold.com info@crocgold.com TSX: CRK www.crocgold.com OTCQX: CROCF Find us on: FRANKFURT: XGC A Member of the Forbes & Manhattan Group of Companies 18