My theory is that the Venezuelans will want to be the last ones to contribute their part to the Joint Venture.

Why would their government stick its neck out transferring the MOC to a joint venture that wasn't approved by the shareholders of KRY and CRRC? That would relinquish power too early in the game, plus it would create the danger that we and the Chinese will screw up the deal due to last minute greed.

Based on my hunches about where the power lies and in what order all the scoundrels will want to commit, I think we will have to go first by voting to approve the JV. Second will be CRRC. Third will be the numerous government and exchange approvals. Last will be the Venezuelans with the environmental permit and permission to transfer the MOC to the joint venture.

Hopefully most of these will be lined up ahead of time so that they can go quickly.

Anvil

nbeans:

It looks to me like CRRC can walk away from the negotiations now if they want to. There are not penalties specified for CRRC in the Binding Primary Agreement like there are for KRY. It's lop-sided that way for reasons that I don't understand.

It looks to me like all of this is just the first step: Creating the A&F Agreement.

If we get the 1500 page document then we move on to the next step, which is creating the joint venture.

Lots of conditions for creating the joint venture are listed in section 4 of the Binding Primary Agreement. CRRC could still walk away from the deal using 4(c) or 4(h). We can walk away using 4(d) or 4(F). And best of all, the Venezuelans can screw it all up using 4(a) or 4(b).

IMHO

4.

Conditions Precedent to Closing of the Transactions Contemplated by the A&F Agreement

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):

(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 “Permit to 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;

(c)

CRRC shall have received all necessary corporate approvals, including without limitation, approval of the board of directors of CRRC, and all necessary regulatory and governmental approvals;

(d)

Crystallex shall have received all necessary corporate approvals, including without limitation, approval of the board of directors of Crystallex, and all necessary regulatory and governmental approvals;

(e)

the approval of the TSX and the NYSE-AMEX shall have been received, subject to conditions customary to a transaction of this nature;

(f)

the approval of the Crystallex Shareholders (including, without limitation, the approval for the conversion of the Note Facility and Initial Loan into common shares of Crystallex at a price of Cdn$0.40 per common share) shall have been received;

(g)

all material third party consents to the completion of the Transactions shall have been received;

(h)

CRRC shall have completed a due diligence review in respect of the Transactions satisfactory to it in its sole discretion within an agreed upon period of time following execution of the A&F Agreement;

(i)

the representations and warranties of each party shall, on the Closing date, be true and correct in all material respects;

(j)

the Updated Cost Report shall have been received.

Greetings!

I have been lurking since before we all fled the Yahoo board, and finally decided to come out of hiding.

I’m as annoyed as many of you over being kept in the dark all the time, but I also have a theory about the July 31 deadline that’s a little different.I’m an engineer, not a lawyer, so my theory isn’t backed by expertise.

I’m thinking that the July 31 deadline has more to do with the exclusivity period than with creating a drop dead date for negotiating the A&F Agreement.Reading the whole Binding Primary Agreement, it seems pretty clear to me that CRRC wants protected from other side deals and offers to KRY.There is all sorts of verbiage in sections 1, 5, and 6 aimed at keeping KRY on the straight and narrow while negotiations are on.There are some really stiff penalties for KRY if we cheat (see section 6(d)).It looks like some of our exposure to penalties ends when the Exclusivity Period ends, and some of our exposure continues for nine more months.I’m guessing that the passing of the July 31 date mostly means that KRY is free to walk away from CRRC and try their luck elsewhere if they feel that CRRC has been jerking them around.

Searching for “July 31” in the document turns up 4 hits (in sections 1, 5, 6, and 9).I have pasted these in below, with some of the verbiage deleted as noted.Three of the references to the date have to do with penalizing us if we don’t negotiate in good faith.Expiration of the exclusivity period probably gives us a little more leverage in the negotiations (if you think we have realistic alternatives to CRRC out there somewhere).

This theory would tend to support the idea that the two companies are just plowing ahead trying to get the A&F Agreement done and do not regard the passing of the “deadline” as a material event.

Still sucks for those who sold below $0.42 (US) .

1.Exclusivity

During the period (the “Exclusivity Period”) commencing on the date of this Agreement (the “Effective Date”) until the earlier of: (i) 5:00 p.m. (Toronto time) on July 31, 2010; and (ii) the date on which the parties or their designated affiliates (as defined herein) enter into the A&F Agreement (as defined herein), Crystallex and CRRC agree to negotiate exclusively and in good faith with each other in an effort to negotiate the A&F Agreement and other definitive agreements in respect of the transactions contemplated herein (the “Transactions”).

5. Termination

This Agreement shall be terminated on the earlier of (i) the date of execution and delivery of the A&F Agreement; and (ii) 5:00 p.m. (Toronto time) on July 31, 2010 or such later date as mutually agreed, without any liability to the parties other than any liability accrued to the date of termination related to any breach by a party of its obligations hereunder and any obligation Crystallex may have to pay the termination fee set out in Section 6. In the event of the termination of this Agreement in accordance with the terms hereof, the obligations of the parties under sections 6, 7, 8, 9, 15, 16 and 17 shall survive any such termination.

6. Non-Solicitation and Termination Fee

(a) For the purposes of this section 6, “Acquisition Proposal” means, (Detailed description of an “Acquisition Proposal” deleted by Anvil801).

(b) Crystallex shall not, on or before 5:00 p.m. (Toronto time) on July 31, 2010, directly or indirectly, through any affiliate, officer, director, employee, representative (including any financial or other advisor) or agent of Crystallex or any of its affiliates (collectively, the “Crystallex Representatives”): (i) solicit, assist, initiate or knowingly encourage or facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (more to that effect deleted by Anvil801).

(c) Crystallex shall, and shall cause the Crystallex Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, ( more to that effect deleted by Anvil801).

(d) If either (1) within nine months following the termination of this Agreement, Crystallex or one or more of its affiliates (i) enters into a definitive agreement in respect of one or more Acquisition Proposals or (ii) there shall have been consummated one or more Acquisition Proposals, or (2) Crystallex shall have breached its covenants in Section 1 to negotiate exclusively or this Section 6, Crystallex shall pay CRRC (by wire transfer of immediately available funds) an amount equal to the greater of US$10 million and 4% of the market capitalization of Crystallex, calculated on a fully diluted basis, based on a 5 day volume weighted average price of the Crystallex common shares ending on the 5th trading day immediately following such event within ten (10) business days following such event. Notwithstanding the foregoing, no amount shall be payable pursuant to this Section 6(d) if the A&F Agreement is not executed and delivered by CRRC and such non-execution and delivery is attributable to CRRC not having received all of its required corporate and governmental approvals or, in the case

9. Enforceability

The parties hereby agree that all of the terms of this Agreement shall be binding upon each of the parties and their respective successors and permitted assigns. The terms of this Agreement do not purport to include all of the essential terms of the Transactions contemplated hereby (which shall only be contained in the duly executed Definitive Agreements and other documents to be executed in connection therewith). Failing execution by the parties of the A&F Agreement prior to 5:00 p.m. (Toronto time) on July 31, 2010, this Agreement, notwithstanding anything to the contrary contained herein, shall terminate and be of no further force or effect without any liability to the parties other than any liability accrued to the date of termination related to any breach by a party of its obligations hereunder and any obligation Crystallex may have to pay the termination fee set out in Section 6.