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Crystallex International Corporation is a Canadian-based gold company with a successful record of developing and operating gold mines in Venezuela and elsewhere in South America

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Message: Any thoughts about averaging down....

The whole agreement we are dealing with is dependent on many factors. The A&F Agreement is purely between CRRC/CREC and Kry. VZ is not part of the agreement.

VZ does however play a role in meeting specific milestones outlined in the primary agreement. Other parties such as SNC Lavalin also have a role in the time line. On page 2 of the primary agreement there is a section that lists Covenants. Some of these may be holding up the time line.

CRRC acknowledges that Crystallex has commissioned a detailed report by SNC Lavalin, updating the capital and operating cost estimates set out in the Feasibility Study (the “Updated Cost Report”).

Does this need to be completed before the agreement can be signed? I don't know but it is possible. There are other possibilities as well.

A note facility repayment agreement (the “Note Facility”) pursuant to which CRRC will
provide or obtain, at its sole discretion, a credit facility to Crystallex to be used by Crystallex to pay interest or principal on or to repurchase the outstanding 9.375% senior unsecured notes of Crystallex (the “Notes”).

Maybe the note holder agreement is taking longer than anticipated.

VZ has parts that may be slowing this up such as:

the appropriate approval authority within the Government of Venezuela and CVG shall each have approved, in writing, in a form satisfactory to each of the parties, acting reasonably, the assignment of the MOC to JV Subco or alternatively, to allow for the assignment of a two-thirds interest in the MOC to CRRC or its designated affiliate;

and

the appropriate approval authority within the Government of Venezuela shall have issued the “Permit to Impact Natural Resources” in respect of the environmental impact study relating to the development of the Project as a 20,000 tonnes/day gold mine (the “Environmental Permit”) to JV Subco or to Crystallex and CRRC (or their designated affiliates), in the latter case pro rata in accordance with their interests in the Joint Venture, in a form satisfactory to each of the parties, acting reasonably;

and

CRRC shall have received all necessary corporate approvals, including without limitation, approval of the board of directors of CRRC, and all necessary regulatory and governmental approvals;
Crystallex shall have received all necessary corporate approvals, including without limitation, approval of the board of directors of Crystallex, and all necessary regulatory and governmental approvals;
The approval of the TSX and the NYSE-AMEX shall have been received, subject to conditions customary to a transaction of this nature;

Any of these things that depend on other parties may have slowed us down but again I don't know for sure if they need to be completed before the A&F Agreement is signed. Perhaps the Chinese who aren't desperate like us to see this done ASAP want to wait until all the pieces are in place.

The only people who know for sure aren't saying but will have to update us in the MD&A section of the Q2 filing so I will wait until then before making any decision about what is going on.

JJ

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