Vancouver – CRYSTALLEX INTERNATIONAL CORPORATION (symbol KRY on T.S.E. and Amex) announced today that it has entered into agreements to acquire control of the Lo Increible Project in Venezuela from Bema Gold Corporation ("Bema"). Lo Increible is a feasibility-stage gold property located adjacent to Crystallex's recently acquired Revemin Mill near El Callao, Venezuela. The Project is reported by Bema to host a geological resource of over 2.6 million ounces of gold and a mineable open pit reserve of 1.2 million ounces of gold. Crystallex is purchasing control of Lo Increible through a take-over bid for all of the shares of El Callao Mining Corporation ("ECM", symbol ECM on CDNX), and the acquisition of approximately US $14.3 million of debt owed from ECM to Bema and a royalty on the Project's cash flow. Bema has agreed to tender its 45% stake in ECM into Crystallex's take-over bid. Assuming all shares are tendered, and based upon a share exchange ratio of 1 Crystallex share for every 15 ECM shares, Crystallex will be acquiring these assets for an aggregate consideration of approximately US $12.0 million.
The Lo Increible Project is a 10,000 hectare property in the heart of the El Callao mining district. This district is the most prolific gold producing region in Venezuela, having produced over 7 million ounces of gold over the past century. ECM has currently delineated a series of six open pittable deposits within a pre-Cambrian greenstone hosted shear and vein system. These deposits range in distance from 5 to 15 km from Crystallex’s Revemin processing plant. The Project has been in active development since its purchase by Bema and subsequent transfer to ECM in 1993. Approximately US $40 million has been spent by ECM on the acquisition and development of the Project to date.
In February 1999, ECM released the results of a pre-feasibility study completed by Bema and independently audited by Mineral Resource Development Inc. (MRDI). A geological resource of 24.1 million tonnes grading 3.3 g/t gold, containing 2.6 million ounces of gold at a 1.0 g/t cut-off was outlined from the 302 holes (49,377 meters of drilling) incorporated into the report. From this resource, the study identified a mineable open pit reserve of 11.4 million tonnes of ore grading 3.3 g/t, containing 1.2 million ounces of gold at an average waste to ore stripping ratio of 6.7 to 1. An additional 1.34 million tonnes at 6.8 g/t (305,000 ounces using a 5 g/t cut-off) were identified as extensions to the two largest and closest deposits, La Victoria and La Cruz, which may have the potential to be mined in the future on an underground basis. All six of the currently identified deposits remain open at depth and along strike. In addition to these six zones, numerous other targets have been identified within the surrounding land package that have yet to be drill tested.
ECM's pre-feasibility study recommended the construction of a 3,000 tonne per day processing plant which was to have yielded an average of 138,000 ounces of gold per year for the first six years, and an average of 97,000 ounces of gold per year over the initial mine life of 11 years. Cash operating costs for the life of the mine were projected at an attractive $167/oz. Due to the continued low gold price, ECM was unable to raise the necessary capital to bring the Project to the bankable feasibility stage. Crystallex’s use of its existing processing plant, mining equipment and operating/administrative infrastructure eliminates the need for the high capital costs forecast in the study, and will result in improved Project economics and an acceleration of the production commencement date.
Crystallex has already carried out preliminary engineering work for the expansion of its current 1,500 tonne per day Revemin mill to the 2,000 to 3,000 tonne per day level to take advantage of economies of scale presented through the acquisition of control of these additional reserves. Capital costs for this expansion are expected to be very low, as the mill already has adequate grinding and tailings capacity. A used SAG mill previously purchased by Crystallex is expected to be utilized in the expansion. An in-fill drilling program (to supplement the program already started by ECM in 1999) and final metallurgical testwork will be commenced shortly. Since many of the Lo Increible ore deposits are higher grade and closer to the Revemin mill than those pits originally forecast to have been started at Crystallex's Tomi mine in 2002, it is likely that the Lo Increible ores will be used as mill feed starting at that time.
The Lo Increible reserves contained in the Central Property are currently owned 51% by ECM and 49% by its Venezuelan partners, with ECM having the right to increase its ownership up to 70%. The land surrounding the Central Property is held by a separate ECM subsidiary in which ECM also has the right to earn up to a 70% ownership position. In addition, certain preferential credits in ECM's favour will maximize project cash flows to ECM.
Crystallex is purchasing all of Bema's interests and rights to ECM and the Lo Increible Project for an aggregate maximum consideration of approximately US $9.6 million plus a royalty. Assuming all of the minority ECM shareholders tender their shares, the aggregate purchase price will increase to approximately US $12.0 million. These figures are calculated using the twenty-day trading average for the Crystallex shares.
The assets being purchased from Bema include 20,746,598 shares in ECM (representing approximately 45% of the outstanding shares of ECM), interest bearing demand debt of approximately US $14.3 million owed from ECM to Bema, and a royalty equal to 2% of the cash flow distributed to ECM from the Project. The launching of the take-over bid and the closing of the acquisition of the debt and royalty interest are subject to receipt of all applicable regulatory, securities commission and stock exchange approvals and consents. Crystallex has taken an interim position in Bema's loan to ECM by purchasing US $3 million of the loan, supported by a security sharing and priorities agreement. Crystallex has taken this position pending receipt of the regulatory approvals necessary to allow the transaction to proceed. Funding for this participation comes in part from Crystallex's cash resources and in part from a private placement of Crystallex securities outside of the United States.
The balance of the ECM debt and the 2% ECM royalty interest are to be purchased for maximum aggregate consideration of US $4.6 million plus a new net smelter royalty. The US $4.6 million will be payable in two instalments. The first payment of US $2.3 million is due six months after closing, and a second payment of a maximum of US $2.3 million is due twelve months after closing. Based upon a formula involving the number of proven and probable ounces calculated following an in-fill drilling program, the final payment will range from US $1.5 million and US $2.3 million. Both the six and twelve month payments, at Crystallex's option, can be made in cash or Crystallex shares. The new production royalty is the equivalent of a 1% net smelter return royalty, which is payable only after 300,000 ounces of production have been generated from Lo Increible, and is only payable if the quarterly average gold price is greater than US $300/oz.
Crystallex will be offering to purchase Bema's ECM shares, as well as the remaining publicly traded shares of ECM, pursuant to a take-over bid. This bid will be made by Crystallex for all of the outstanding shares of ECM, on the basis of 1 Crystallex share to be exchanged for every 15 shares of ECM. Based upon the above noted 20 day trading average, this represents a premium of 78% to the share price of ECM (Cdn. $0.08/share) at the time of entering into these agreements. Crystallex and Bema have entered into a lock-up agreement pursuant to which Bema has agreed to tender its ECM shares into Crystallex's take-over bid at the same share exchange ratio. The take-over bid will not be conditional upon Crystallex purchasing any minimum number of shares under the bid.
NO TAKE-OVER BID IS BEING MADE AT THIS TIME. A FORMAL OFFER WILL ONLY BE MADE PURSUANT TO A TAKE-OVER BID CIRCULAR WHICH CRYSTALLEX INTENDS TO FILE WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC") AND APPLICABLE CANADIAN SECURITIES COMMISSIONS. ECM SECURITY HOLDERS ARE URGED TO READ THE TAKE-OVER BID CIRCULAR BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. ECM SECURITY HOLDERS MAY OBTAIN A COPY OF THE TAKE-OVER BID CIRCULAR THAT CRYSTALLEX INTENDS TO FILE WITH THE SEC AT CRYSTALLEX'S WEB SITE.
Commenting on the transaction, Crystallex President and Chief Executive Officer, Marc J. Oppenheimer, stated "One of the key benefits seen in our recent acquisition of the Tomi Project in Venezuela was that our expandable Revemin mill gave us a distinct advantage in being able to preferentially acquire strategic deposits within this emerging gold camp. The Lo Increible Project had been identified as the prime target for acquisition due to its size, high-grade nature, and proximity to our mill. With this transaction, we will be able to significantly lengthen the mine life of our Venezuelan assets at forecast cash costs below $200/oz. Finally, this transaction reconfirms our commitment to developing the resource assets of Venezuela, and enhances our profile with the Venezuelan government as a long term partner of choice".
Crystallex International Corporation is a gold mining and exploration company with operating mines in Uruguay and 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, President & CEO
Note: This news release may contain certain "forward-looking statements" within the meaning of the United States Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this release, including, without limitation, statements regarding potential mineralization and reserves, exploration results, and future plans and objectives of Crystallex, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed under the heading "Risk Factors" and elsewhere in documents filed from time to time with The Toronto Stock Exchange, the United States Securities and Exchange Commission and other regulatory authorities.
The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
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