Crystallex Announces The Acquisition Of The Minority Shareholder Interests In Lo Increible Mining Properties And Settlement Of The Vengroup Arbitration.TORONTO -- Crystallex International Corporation Crystallex International Corporation (TSX: KRY, AMEX: KRY) is a Canadian corporation engaged in gold mining and exploration. It operates open-pit mines and exploration sites in Venezuela. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :KRY KRY Crystallex International Corporation (stock symbol) )(AMEX AMEX See: American Stock Exchange :KRY) announced today that it has acquired the minority shareholder interests in the holding companies which own or control the mining rights to certain of its Lo Increible mining properties located in Bolivar State, Venezuela (including the La Victoria deposit). Crystallex also announced that the outstanding arbitration proceedings between Crystallex and Corporacion Vengroup, S.A. have been settled.
Under the terms of the transaction:
- ECM (Venco) Ltd. (an indirect, wholly-owned subsidiary of the
Crystallex) has purchased the 49% outstanding interest in Osmin
Holdings Limited and the 30% outstanding interest in Tamanaco
Holdings Limited owned by Vengroup and a related company for
consideration consisting of U.S.$6.6 million payable as follows:
- U.S.$3.0 million, by the issuance and delivery to Vengroup of
1,467,136 Crystallex common shares; and
- U.S.$3.6 million, by the issuance and delivery to Vengroup of
a U.S.$3.6 million exchangeable promissory note of ECM; and
- the arbitration proceedings between Crystallex and Vengroup have
been terminated and the parties have delivered mutual releases with
respect to the subject matter of the arbitration proceedings.
The exchangeable promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. is non-interest bearing and payable in four equal semi-annual instalments commencing June 29, 2006. Vengroup may elect to exchange the instalment payments for, and ECM (1) (Enterprise Change Management) See version control and configuration management. (2) (Error Correcting Mode) A Group 3 fax capability that can test for errors within a row of pixels and request retransmission. may elect to satisfy its obligations to make instalment payments by, delivering Crystallex common shares. The number of Crystallex common shares to be delivered to Vengroup will be based upon the weighted average trading price Trading price The price at which a security is currently selling. of the Crystallex common shares on the Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. during the five trading days immediately preceding the delivery of an exchange notice by Vengroup or ECM. As a result of the transaction, the joint venture arrangements between ECM and Vengroup have been terminated and Crystallex, through its subsidiaries, now owns 100% of Osmin and Tamanaco. ECM's obligations under the exchangeable promissory note are guaranteed by a subsidiary of ECM and secured by a pledge of the shares of ECM's Venezuelan subsidiary that directly owns the principal Lo Increible mining properties held by ECM. As part of the transaction, Crystallex entered into a two-year consulting agreement with the principals of Vengroup pursuant to which Crystallex has agreed to pay aggregate consulting fees of US$600,000. About Crystallex Crystallex International Corporation is a Canadian gold producer with operations and exploration properties in Venezuela. The Company's principal asset is its interest in the Las Cristinas property in Bolivar State that is currently under development. Other assets other assets Assets of relatively small value. For financial reporting purposes, firms frequently combine small assets into a single category rather than listing each item separately. include the Tomi Mine and the Revemin Mill. Crystallex shares trade on the TSX (symbol: KRY) and AMEX (symbol: KRY). NOTE: This Release may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Crystallex, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are subject to a variety of risks and uncertainties, which could cause actual events, or results to differ from those reflected in the forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Specific reference is made to "Narrative Description of the Business - Risk Factors" in the Company's Annual Information Form ("AIF AIF Annual Information Form AIF Apoptosis-Inducing Factor AIF Agence Intergouvernementale de la Francophonie (French: Intergovernmental Agency for Francophony) AIF Australian Imperial Force "). Forward-looking statements in this release including, without limitation to, statements regarding the expectations and beliefs of management include the following: gold price volatility; impact of any hedging activities, including margin limits and margin calls; discrepancies between actual and estimated production, between actual and estimated reserves, and between actual and estimated metallurgical met·al·lur·gy n. 1. The science that deals with procedures used in extracting metals from their ores, purifying and alloying metals, and creating useful objects from metals. 2. recoveries; mining operational risk; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign investment; speculative nature of gold exploration; dilution; competition; loss of key employees; additional funding requirements; and defective title defective title n. an apparent title to real property which fails because a claimed prior holder of the title did not have title, or there is a faulty description of the property or some other "cloud" over it, which may or may not be apparent from reading the deed. to mineral claims or property, as well as those factors discussed in the section entitled "Risk Factors" in Crystallex's AIF, annual report, and elsewhere in documents filed from time to time with the Canadian provincial securities regulators, the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Securities and Exchange Commission ("SEC"), and other regulatory authorities. The Toronto Stock Exchange has not reviewed this release and does not accept responsibility for the adequacy or accuracy of this news re lease. Crystallex International Corporation (AMEX:KRY) (TSX:KRY) |
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