When going over the Primary Agreement, it is sometimes difficult to know what agreement is being referred to when the word 'Agreement' is used. In the following case, are they referring to the just described 'Definitive Agreement'? Or, is this referring to the present Agreement, the Primary Agreement? Logic seems to point to the latter. I can't see them waiting till all agreements are signed before working on getting the permit and MOC transfer worked out. But it is somewhat confusing.

"Immediately upon execution of this Agreement, Crystallex and CRRC shall diligently proceed to negotiate with the applicable Venezuelan governmental authorities for the issuance of the Environmental Permit and the transfer of the MOC from Crystallex to the Joint Venture..."

The following seems to say that the list of conditions necessary to be completed for the 'Closing', can be satisfied at the actual Closing, and don't have to have been finalized when the Definitive Agreements are signed. In other words, we could get a PR after all the agreements are signed, (but conditions haven't been satisfied), OR, we could get a PR that say's all agreements have been signed AND all the conditions have been satisfied, and the 'Closing' is happening on such and such a date.

The A&F Agreement shall provide that the parties shall be obliged to complete the Closing, including, without limitation, delivering executed copies of such Definitive Agreements as are to be delivered at Closing, only if certain conditions precedent including, without limitation, the following have been satisfied in full at or before the Closing (each of which may only be waived with the mutual consent of the parties):

To me, the longer it takes to get all the Agreements signed by both parties, the more the possibility that all the conditions will have been met, including having the PERMIT and the MOC ready to instantly be transferred to the new JV SUBCO. At that time, all that would be necessary to 'Close', would be the 20 day notification period before the Shareholder vote.

I choose to look at this logically, seeing how complicated this deal would be to finalize, and not look for unfounded roadblocks.

Pen

So the delay in signing the 'Agreements' doesn't necessarily mean that the 'Closing' date get's delayed too.