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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: I DON'T DISAGREE

I am concerned about the blatant misconceptions expressed in Zwilzric's previous post/response (Re: I DON'T DISAGREE - Aug 18, 10 01:38PM).

The June Primary Agreement is clear on compensation to KRY for all equipment and previously incurred costs. Unfortunately it is only on a 1x basis but still better than nothing.

Here is what the Primary Agreement says (with my personal interpretation immediately below):

Section 3. Covenants, (a)(i) paragraph 4:

"Following completion of the Updated Cost Report (as hereinafter defined) and an appraisal of
the plant and equipment Crystallex owns which is located outside Venezuela (the “Plant and
Equipment”) by an independent third party appraiser acceptable to CRRC and Crystallex,
acting reasonably, Crystallex will contribute the Plant and Equipment to JV Subco or will
assign a two-thirds interest therein to CRRC, and the total appraised value of the Plant and
Equipment will be offset against the amount due under the Note Facility."


Interpretation:

The CRRC will provide cash to KRY to pay the noteholders and has set terms for the repayment (see Section 3(a)(i)paragraph 1). The above clause permits KRY to offset the amount owed against the "Note Facility" with a 2/3 value of KRY's current plant and equipment.

Section 3. Covenants, (c):

"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”). The out-of-pocket costs associated with obtaining the Environmental Permit and associated consents and the Updated Cost Report shall be borne as to one-third by Crystallex and as to two-thirds by CRRC with the Crystallex obligation to be funded as part of the loan obligations under the Joint Venture Agreement."

Interpretation:
The CRRC agrees that 2/3 of all "... out-of-pocket costs associated with obtaining the Environmental Permit and associated consents ..." will be compensated " ...as part of the loan obligations under the Joint Venture Agreement.". This is the mechanism that will cover KRY's investment in community, taxes paid, etc.

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