Crystallex Forms Strategic Partnership With the Resource Subsidiary of China Railway Engineering Corporation, the World's Larges
07 Juin 2010 - 1:00PM
Marketwired
Crystallex International Corporation (TSX: KRY)(NYSE Amex: KRY)
announced today that it has signed a binding agreement (the
"Agreement") with China Railway Resources Group Co. Ltd. ("CRRC")
to create a strategic partnership for the development of the Las
Cristinas gold project in Bolivar State, Venezuela ("Las
Cristinas"). China Railway Engineering Corporation ("CREC") is the
world's largest contracting and engineering company and one of the
world's 150 largest companies. It is one of China's largest
state-owned companies with the majority of its shares held by the
People's Republic of China.
CRRC and Crystallex have met with the Government of Venezuela to
apprise them of this strategic partnership and are very pleased by
the Government of Venezuela's expression of support. Both
Crystallex and CRRC are working closely with Venezuelan officials
to obtain the approvals and permits required to bring Las Cristinas
into production. The advancement of Las Cristinas will benefit all
stakeholders and especially the people of Venezuela, particularly
in Bolivar State.
Under the terms of the Agreement, CRRC is leading the efforts of
the strategic partnership to unblock the stalled environmental
permitting process for Las Cristinas and will provide the necessary
project capital to develop the project to commercial production at
an optimized mining rate.
Upon completion of the transactions contemplated by the
Agreement, Crystallex will hold a one-third fully carried interest
in the Las Cristinas Joint Venture and CRRC will have a two-thirds
interest. Crystallex will contribute the Las Cristinas Mine
Operating Contract, Feasibility Study, all design and engineering
already completed by Crystallex and other project assets. CRRC will
provide the necessary construction and operating capital to fund
project development, optimized expansion and operation and will be
responsible for construction of the project. Crystallex will pay
for its one-third carried interest of the capital costs provided by
CRRC from its share of future cash flows from the project. In
addition, CRRC will assist Crystallex to retire the outstanding
noteholders' obligations; will provide a construction guarantee;
and has agreed to make an equity investment in Crystallex following
closing of the transactions, at a share price based on the then
prevailing market price of the common shares of Crystallex.
CRRC had previously advanced Crystallex US$2.5 million during
the negotiation of this Agreement. Subject to requisite regulatory
and shareholder approvals, this US$2.5 million advance is
convertible into common shares of Crystallex at a price of Cdn$0.40
per share. CRRC shall also have a onetime option to convert a
portion of funds advanced to Crystallex to satisfy its obligation
to the noteholders into common shares of Crystallex at a price of
Cdn$0.40 per share for a period of five years from the date of
funding, provided that CRRC and its affiliates shall beneficially
own not more than 19.9% of the outstanding common shares of
Crystallex after giving effect to such conversion. CRRC shall have
the right to maintain its pro rata equity interest in Crystallex to
a maximum of 19.9% of the outstanding shares.
The closing of the transactions contemplated by the Agreement is
subject to the applicable regulatory, government and shareholder
approvals, satisfaction or waiver of all conditions contained in
the Agreement and the execution and delivery of all closing
documents including final definitive agreements which are being
prepared and are expected to be completed before July 30, 2010. A
meeting of Crystallex's shareholders to approve the transactions is
expected to be held in August, 2010 with closing expected in the
third quarter of 2010. A copy of the Agreement will be filed on
www.sedar.com within 24 hours of this release.
Crystallex's financial advisors are Macquarie Capital Markets
Canada Ltd., GMP Securities L.P. and Kingsway International
Holdings Limited and its legal advisors are Cassels Brock &
Blackwell LLP.
About CREC
CREC runs a spectrum of businesses covering surveying and
designing, construction and installation, manufacturing, R&D,
technical consulting, capital management as well as international
economic and trade activities. CREC is the largest civil
construction enterprise in the world, and the largest Asian and
Chinese railway, road and tunnel construction contractor. It has a
leading position in China's construction market, and participates
in many large-scale infrastructure projects overseas (especially in
countries in Southeast Asia and Africa).
CREC is currently constructing a US$7.5 billion railway project
in Venezuela linking southwestern Cojedes State and the eastern
Anzoategui State.
CRRC is the wholly-owned resource subsidiary of CREC with mining
projects in Africa, Australia, Central Asia, Ecuador and
Panama.
About Crystallex
Crystallex International Corporation is a Canadian based
company, whose principal asset is its interest in the Las Cristinas
gold project located in Bolivar State, Venezuela. Crystallex shares
trade on TSX (symbol: KRY) and NYSE-Amex (symbol: KRY).
Las Cristinas gold project
An updated Technical Report filed on SEDAR by Crystallex in
November 2007 estimated the Las Cristinas gold Reserves and
Resources as follows:
Gold Reserves:
Proven and Probable Reserves were estimated at 16.86 million
ounces of gold (464 million tonnes with an average gold grade of
1.13g/t) based on a US$550 gold price assumption. The reserve
estimate was comprised of 113 million tonnes at a gold grade of
1.24g/t (4.48 million ounces) in Proven Reserves and 351 million
tonnes at a grade of 1.10g/t (12.38 million ounces) in Probable
Reserves.
Gold Resources:
Measured and Indicated Resources were estimated at 20.76 million
ounces (629 million tonnes with an average gold grade of 1.03g/t,
which comprises 146 million tonnes at a gold grade of 1.14g/t (5.38
million ounces) in Measured Resources and 483 million tonnes at a
grade of 0.99g/t (15.38 million ounces) in Indicated Resources.
Inferred Resources, which did not contribute towards the Proven
and Probable Reserves, were estimated at 6.28 million ounces (230
million tonnes at an average gold grade of 0.85g/t).
For further details of the Reserves and Resources, see
Crystallex's 2009 Annual Information Form filed on SEDAR at
www.sedar.com.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press
release contains forward-looking statements within the meaning of
the United States Private Securities Litigation Reform Act of 1995
and applicable Canadian securities laws, including: statements
relating to the expected timing of completion of the transactions
contemplated by the Agreement, estimated reserves and resources at
Las Cristinas; anticipated results of drilling programs,
feasibility studies or other analyses; the potential to increase
reserves and expand production, at Las Cristinas; Crystallex's
projected construction and production schedule, and cost and
production estimates, for Las Cristinas; and management's
statements regarding its expectations regarding mining in
Venezuela. Forward-looking statements are based on estimates and
assumptions made by Crystallex in light of its experience and
perception of historical trends, current conditions and expected
future developments, as well as other factors that Crystallex
believes are appropriate in the circumstances. Many factors could
cause Crystallex's actual results, performance or achievements to
differ materially from those expressed or implied by the forward
looking statements, including: the conditions to the transactions
contemplated by the Agreement not being satisfied, 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 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 to mineral claims or property. These factors and others that
could affect Crystallex's forward-looking statements are discussed
in greater detail in the section entitled "Risk Factors" in
Crystallex's Annual Information Form (which is included in the
Annual Report on Form 40-F that Crystallex files with the United
States Securities and Exchange Commission (the "SEC") and elsewhere
in documents filed from time to time with the Canadian provincial
securities regulators, the SEC and other regulatory authorities.
These factors should be considered carefully, and persons reviewing
this press release should not place undue reliance on
forward-looking statements. Crystallex has no intention and
undertakes no obligation to update or revise any forward-looking
statements in this press release, except as required by law.
Contacts: Investor Relations Contact: Crystallex International
Corporation Richard Marshall, VP (800) 738-1577 info@crystallex.com
www.crystallex.com
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