EZ, the way I read it is:

2. Acquisition and Funding Agreement
(a) During the Exclusivity Period CRRC and Crystallex shall in good faith negotiate the terms of an acquisition and funding agreement (the “A&F Agreement”) pursuant to which CRRC and Crystallex, either directly, or indirectly through direct or indirect subsidiaries (each a “designated affiliate”), will form the Joint Venture in respect of the Project. The parties acknowledge and agree that the Joint Venture may be formed by way of a corporate entity (“JV Subco”) which will hold the Project Assets (as defined herein) or an unincorporated joint venture, in which case the parties, or their designated affiliates, will hold interests in the Project Assets. CRRC will have a two-thirds -2- ownership interest in the Joint Venture and Crystallex will have a fully carried one-third ownership interest therein.

I believe that both parties want to form a new JV subco for the purpose of mining the gold. The new JV will also hold the MOC. IMHO the only reason not to do so and split the MOC would be because of a taxes.

If the new JV subco is formed it will not affect Kry being a publicly traded company. That will not change. I view it the same as the Chinese government owning CREC as a JV company. To my way of thinking we are becoming partners with the Government of China through their company.

(c) The parties agree that the structure and steps in connection with the establishment of the Joint Venture and the other Transactions contemplated herein have not been finalized. Following execution hereof and during the Exclusivity Period, the parties shall, in good faith, work to finalize the Joint Venture structure and the structure of all Transaction steps to achieve the required tax objectives and commercial results of the parties, and to ensure that such structure does not result in a material adverse tax or accounting consequence for a party or its affiliates or cause either party or its affiliates to be in breach of a contractual or other legal obligation or cause either party or its affiliates to incur a material tax liability.

Kry has huge tax losses that they want to take advantage of.

This is all speculation that will become meaningless in less than 2 weeks when we get the real finalized A&F Agreement. Until then we wait!

JJ