The agreement is now posted.
interesting points:
Equity injection:
CRRC will subscribe for that number of Crystallex's common shares as is agreed to by the parties..... 20 trading day volume weighted average ...on Amex ending on the date that is 30 days after closing. The option is exercisable by Crystallex for a period of 30 days following closing.
Termination fee:
USD 10 million + 4 % market cap. to CRRC
Notes:
CRRC provides credit facility to KRY to pay interest or principal or to repurchase outstanding 9.375 % notes. KRY to pay CRRC interest at 6.5 %. And the really good news is that principal + interest accrues at commercial production commencemnt and repayable from KRY's share of JV cashflow over a 5 year period on a straightline basis.
Note facility from CRRC is unsecured. KRY can not take on addl. debt.
CRRC has option to convert all or any part of note facility into common shares @ CAD 40 cents. Exerciable only once to max. 19 % of outstanding shares on conversion date.
2/3 of appraised equip value (by 3rd party) deducted from note facility.
Construction guarantee is from CRRC to KRY to build the 20,000 tonnes/day mill.
CRRC to operate Las Cristinas.
KRY can still do equity financings but CRRC can still participate up to 19.9 % if they wish.
KRY has commissioned SNC Lavalin to update capital/operating costs for mine. Out of pocket environmental permit costs + SNC Lavalin costs split 1/3 + 2/3.
All subject to Govt of Venezuela and CVG giving their approval in writing to assign MOC to JV - CRRC + issuance of permit.
KRY can not solicit for another offer prior July 31.
if deal doesn't go through and KRY puts another deal together within 9 months of July 31 then USd 10 million + 4 % market cap goes to CRRC.
Bottom line:
Permit + Venezuelan Govt approval comes by July 31 or no deal. My belief is that Venezuela has blessed the JV.
Cheers
Teutracker
