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.

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;

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;

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;

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;

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

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;

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

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;

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

the Updated Cost Report shall have been received.