Crew Gold expects to settle debt-for-equity restructuring plan Friday

By Angela McDaniels

Tacoma, Wash., Dec. 7 - Crew Gold Corp. said all of the conditions to its debt restructuring proposal have been satisfied, and participants will receive their new securities on or about Friday.

The last condition was satisfied when Intex Resources ASA assigned its debt to a third party that approved the restructuring, according to a company news release.

As previously reported, the company proposed the conversion of roughly $235 million of debt, including about $225 million of bonds issued by Crew Gold, into common shares, and bondholders approved the restructuring at meetings held on Nov. 24.

As a result of the restructuring, the company will have approximately 2.14 billion shares issued and outstanding and approximately $108 million of long-term debt.

Under the restructuring, Crew Gold will convert into common shares:

• 50%, or $50.8 million, of the $101.7 million of outstanding senior secured bonds due March 30, 2011;

• 80% of the outstanding unsecured debt, including $156.2 million of its $195.2 million of unsecured convertible bonds due Dec. 1, 2010 and $17.6 million of its $21.8 million of senior unsecured bonds due Oct. 27, 2009; and

• 80% of the $9.78 million amount outstanding under the loan from Intex Resources.

The remaining 20% of the unsecured debt and Intex loan, together with accrued interest, will be rolled into a new bond loan.

The total number of shares being issued is about 2.03 billion.

The new bonds will mature Sept. 30, 2012 and will have the same security package as the senior secured bonds on a second-priority basis and otherwise the same terms and conditions as the senior secured bonds.

The new bonds will be issued in a dollar-denominated tranche and a Norwegian krone-denominated tranche so that each bondholder will hold bonds in the same currency following the restructuring as they did before.

The coupon will be 9½% for the krone-denominated tranche and 7.3% for the dollar-denominated tranche. Interest will be payable quarterly.

The amount of each series of bonds and the Intex loan to be converted is noted in the table below as well as the percentage of the company that will be held by each class of debtholders following the restructuring.

The 50% of the senior secured bonds that remain outstanding following the restructuring will be subject to a number of amendments, including a six-month extension of their maturity date to Sept. 30, 2011 and Crew Gold's agreement to procure demand guarantees from some of its subsidiaries.

Completion of the restructuring was subject to the receipt of approval from two-thirds of the holders of each issue of bonds and of Intex, the loan agreement for the senior secured bonds being successfully amended, the resignation of two of the five members of the company's board of directors and appointment of Bob Byford, Mitchell Gropper and Gordon Lawson as directors, the receipt of all required regulatory approvals and the completion of the restructuring occurring no later than Jan. 31.

Crew Gold is a resource exploration company based in London.

Crew Gold debt-for-equity restructuring

Debt Amount being converted Resulting ownership percentage

$173.78 million convertible bonds $139.03 million 56.92%

NOK 119 million convertible bonds NOK 95.2 million 6.96%

$78.08 million senior secured bonds $39.04 million 15.99%

NOK 131 million senior secured bonds NOK 65.6 million 4.79%

NOK 122 million unsecured bonds NOK 97.6 million 7.14%

$9.78 million Intex loan $7.83 million 3.2%

Existing shareholders N/A 5%

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