VANCOUVER - CRYSTALLEX INTERNATIONAL CORPORATION (T.S.E. symbol: KRY) announced today that it has acquired the rights to Las Cristinas 4 & 6 concessions located in Kilometre 88, Venezuela. Las Cristina 4 concession is adjacent to Crystallex's Albino concession, which is currently being mined by Crystallex. Crystallex acquired the concessions by purchasing a corporation whose ownership rights have been confirmed by final and binding decisions of the Supreme Court of Venezuela in 1991 and 1996.
Las Cristinas concessions have been under investigation and exploration for several years by Placer Dome under a joint venture agreement between Placer Dome and the Corporacion Venezolana de Guayana (CVG). Placer Dome's rights to investigate and explore the Las Cristinas concessions are based on contractual rights granted by CVG in connection with the joint venture agreement. Exploration data released by Placer Dome has identified a resource on Las Cristinas 4 & 6 concessions of approximately 13 million ounces of gold contained in saprolite (alluvial) material and deeper hard rock.
The concessions acquired by Crystallex constitute ownership rights that are recognized and protected under Venezuelan mining law. CVG does not have the authority to grant concession rights and the legal basis of contractual rights granted by CVG is unclear under Venezuelan law. Crystallex has made Placer Dome aware of these matters on a number of concessions.
Las Cristinas 4 & 6 concessions cover the right to mine the Saprolite (alluvial) gold resources on the properties. Under Venezuelan mining law, the holder of such a concession has a preferential right to receive the deep or hard rock rights.
Because of the proximity of Las Cristinas 4 & 6 to Crystallex's Albino concession, Crystallex believes that it would be to the advantage of CVG and Placer Dome to enter into a joint venture with Crystallex for the exploitation of the properties. Crystallex has recently had discussions with Placer Dome to this end. To date, no arrangements have been made for the mining of these properties by such a joint venture. Crystallex intends to investigate constructive means of continuing the exploration work, and putting the project into production, including by identifying and actively pursuing potential joint venture partners for the project.
Until a means for Crystallex to exploit the Las Cristinas 4 & 6 is settled, the marketplace may have difficulty accurately assessing the value of the ownership rights Crystallex has obtained. The Board of Directors of the Company is concerned that Crystallex's shareholders not be prejudiced by this uncertainty, and have adopted certain measures to prevent third parties from exploiting the current situation.
The concessions have been acquired through a privately held acquisition company. The shareholders of the company which made the acquisition are directors of Crystallex. These shareholders have granted to Crystallex an exclusive call right to acquire all of the shares of the acquisition company at their original cost at any time. This call right is irrevocable and unconditional unless, prior to its exercise, a person, together with any parties acting jointly or in concert with it, acquires 20% or more of the outstanding voting shares of Crystallex without the approval of the Crystallex Board. In such event, the call right will terminate and the acquisition company and its shareholders will be required to dispose of the investment in the Concessions in a commercially reasonable manner with a view to maximizing the proceeds of such disposition. The net proceeds of disposition, whether represented by cash or securities, would be distributed, after payment of liabilities, to those persons who were shareholders of Crystallex immediately prior to he 20% ownership threshold being surpassed. Under the call agreement, Crystallex has the right to vote the shares of the acquisition company and, subject to the recognition of the full value of the Concessions, the Board of Directors intends to treat the Concessions on the same basis as Crystallex's other assets. The call agreement will be submitted to shareholders of Crystallex for confirmation at the next shareholders' meeting expected to be held in June, 1997.
In addition, the Company's Board of Directors has adopted, subject to regulatory approval, a Shareholder Rights Plan designed to encourage the fair treatment of shareholders in connection with any take-over offer for the Company. The Rights Plan addresses the Company's concerns that existing Canadian legislation does not allow sufficient time, if a take-over bid is made, for either the Board of Directors or the shareholders to properly consider a take-over bid or for the Board of Directors to seek alternatives to such a bid.
The Rights Plan will provide the Board of Directors of the Company and the shareholders more time to fully consider any unsolicited take-over bid for the Company. It will also allow more time for the Board of Directors to pursue, if appropriate, other alternatives to maximize shareholder value. Shareholders will also be asked to confirm the Rights Plan and approve an increase in the authorized capital of the corporation at the next shareholders meeting. The Rights Plan has a term of ten years, subject to reconfirmation by shareholders every three years.
The rights issued under the Rights Plan become exercisable only when a person, together with any party related to it, acquires or announces its intention to acquire 20% or more of the Company's outstanding common shares without complying with the ``Permitted Bid'' provisions of the Rights Plan or without approval of the Board of Directors of the Company. Should such an acquisition occur, rights holders, other than the acquiring person and related persons, can purchase common shares of the Company at half the prevailing market price at the time the rights become exercisable. Each right, upon exercise, would entitle the purchase of 10 shares of the Company for the same price as it would take to acquire five shares at market price, as defined in the Rights Plan.
Under the Rights Plan, a Permitted Bid is a bid made to all holders of the Company's common shares that is open for acceptance for not less than 60 days. If, at the end of 60 days, at least 50% of the outstanding shares, other than those owned by the offeror and certain related parties, have been tendered, the offeror may take up and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender. The Rights Plan is similar to plans adopted recently by several other Canadian companies.
Commenting on the use of the acquisition company as a means of maximizing the value of the Las Cristinas 4 & 6 concessions and on the adoption of the Rights Plan, Mr. Oppenheimer said, ''The Board of Directors considered that it was prudent to adopt these measures in order to protect the rights of Crystallex's shareholders and to ensure that any take-over offer for Crystallex reflects fully the value to shareholders of the Concessions and of the Company's other assets.'' Despite recent unusually high trading activity, no actual or proposed take-over bid for Crystallex is currently known to the directors.
Crystallex International Corporation is a gold mining and exploration company. The Company's Albino Mine is the first foreign-owned gold mine operating in the km 88 region of Venezuela. The Company's strategy for growth is to develop its portfolio of properties in South America as well as to diversify geographically by investing in producing or near-production projects and by exploring properties of merit in other areas of the world.
On Behalf of the Board,
"Marc J, Oppenheimer"
Marc J, Oppenheimer, President & CEO
NOTE: The Toronto Stock Exchange and the Vancouver Stock Exchange have not reviewed and do not accept responsibility for the adequacy or accuracy of this news release.
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