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Message: Re: The Elections (and timing)
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Sep 27, 2010 02:09PM

The guideline that these people are working under does not actually require that these things occur before the shareholder vote.

"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):"

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Given the climate of the situation in Venezuela I would be suprised if both KRY and CRRC would agree to enter into an agreement without these gaurantees:
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(a)

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;

(b)

the appropriate approval authority within the Government of Venezuela shall have issued the “Permitto 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.........

So IMO they probably will not announce the deal is done before a shareholder vote approves the final proposal to combine the two entities.

(But) If these mailers go out I would bet the items in (a) and (b) will have been satisfied. Kry is not givng away 2/3 of the project, neither CRRC going to invest in a project without these gaurantees. Most importiantly who would vote for an agreement that promises nothing new except relieving us of 2/3 of our share value?

Something else to ponder:

I know I have said this before. I am wondering how the wording we will possibly vote on be constructed. My gut says that at least one of the permits might only be promised to be delivered by Venezuela dependent on a positive KRY shareholder vote. That way Venezuela still controls the timing of the announcement.

You are a lawyer how do you see it unfolding?

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