got another KRY e mail alert, turned out to be this...........
posted on
Jun 02, 2011 03:12PM
Crystallex International Corporation is a Canadian-based gold company with a successful record of developing and operating gold mines in Venezuela and elsewhere in South America
Related Party Transactions from kry pr posted on stockhouse posted by yippeecallo:
2010 | |
In US Dollars | |
Related Party and Other Transactions | |
In 2010, the Company paid head office rent of $122 thousand (2009 - $126 thousand) to a subsidiary of Kingsway International Holdings Limited, a company that retains the Chairman and Chief Executive Officer of the Company as a director. In addition, in August 2009, another subsidiary of Kingsway International Holdings Limited entered into an agreement with the Company to provide advisory services. The advisory fee includes a work fee, and a success fee which is only payable upon the fulfilment of certain conditions. In 2010, the Company paid advisory fees of $125 thousand (2009 - $nil) under the terms of this advisory agreement. The Kingsway advisory agreement terminated on December 31, 2010; however, for a period of one year after the termination date, the success fee is payable if certain conditions are met. | |
In 2010, the Company paid underwriting fees of $1.4 million (2009 - $nil), relating to the June 2010 financing, to Macquarie Capital Markets Canada Limited, a company which retains the Chairman and Chief Executive Officer of the Company as an employee. | |
2010 Total: | $ 1,647,000 |
2009 Total: | $ 126,000 |
2009 | |
In US Dollars | |
Related Party and Other Transactions | |
During the year ended December 31, 2009, the Company paid head office rent of .1 million (2008 - .01 million) to a subsidiary of a company that retains the Chairman of the Company as a director. In addition, in August 2009, another subsidiary of this company entered into an agreement with the Company to provide advisory services until December 31, 2009 with a renewable clause for an extension of three months. The advisory fee includes a work fee to a maximum of .1 million, and a success fee which is only payable upon the fulfillment of certain conditions. For the year ended December 31, 2009, the Company paid advisory work fees of .08 million under the terms of this advisory agreement. |
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2009 Total: | $ 100,000 |
2008 Total: | $ 100,000 |
2008 & 2007 | |
Related party transactions | |
During the year, the Company entered into the following transactions with related and other parties: | |
Paid underwriting fees of $2,279 (2007 — $2,278) to a company which retains the Chairman of the Company as an employee. | |
Paid consulting fees of $NIL (2007 — $94) and office rent of $11 (2007 — $NIL) to a company which retains the Chairman of the Company as a director. | |
2008 Total: | $ 2,290,000 |
2007 Total: | $ 2,372,000 |
2007, 2006 & 2005 | |
Related Party and Other Transactions | |
The Company entered into the following transactions with related and other parties: | |
Paid underwriting and consulting fees of $3.4 million in 2007 (2006 - $2.9 million; 2005 - .1 million) to Macquarie Capital Markets Canada Ltd. (“Macquarie”) (formerly Orion Securities Inc.) which retains the Chairman of the Company as an employee. In February 2008 the Company paid to Macquarie, underwriting fees of $2.3 million relating to the public offering of units which closed on February 11, 2008. |
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Paid consulting fees of .09 million in 2007 to Kingsway Capital of Canada Inc. which retains the Chairman of the Company as a director. |
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2007 Total: | $ 3,490,000 |
2006 Total: | $ 2,900,000 |
2005 Total: | $ 100,000 |
2006, 2005 & 2004 | |
Related party transactions | |
During the year, the Company entered into the following transactions with related parties: | |
Paid or accrued consulting and underwriting fees of $2,947,156 (2005 - $120,900; 2004 - $2,843,447) to a company which retains the Chairman of the Company as an employee. | |
Paid or accrued legal fees of $ Nil (2005- $729,901; 2004 - $1,232,816) to a law firm, while a partner of whom was a director of the Company. | |
2006 Total: | $ 2,947,156 |
2005 Total: | $ 850,801 |
2004 Total: | $ 4,076,263 |
2005, 2004 & 2003 | |
Related party transactions | |
During the year, the Company entered into the following transactions with related parties: | |
Paid or accrued consulting, underwriting and management fees of $120,960 (2004 – $2,843,447; 2003 – $1,596,786) to companies related to directors and an officer of the Company. | |
Paid or accrued legal fees of $729,901 (2004 – $1,232,816; 2003 – $3,125,471) to a law firm, a partner of whom was a director of the Company. | |
2005 Total: | $ 850,861 |
2004 Total: | $ 4,076,263 |
2003 Total: | $ 4,722,257 |
2004, 2003 & 2002 | |
Related party transactions | |
During the year, the Company entered into the following transactions with related parties: | |
Paid or accrued consulting, underwriting, management and directors fees of $3,240,015 – (2003 – $1,892,080; 2002 – $387,999) to directors and an officer of the Company and companies related to directors and an officer of the Company. | |
Paid or accrued legal fees of $1,232,816 – (2003- $3,125,471; 2002 – $8,428,026) to a law firm, a partner of whom is a director of the Company. | |
2004 Total: | $ 4,472,831 |
2003 Total: | $ 5,017,551 |
2002 Total: | $ 8,816,025 |
2003 | |
Related party transactions | |
LEGAL FEES | |
Gomez Cottin & Tejera-Paris: Gomez Cottin & Tejera-Paris are Crystallex's Venezuelan legal counsel. For a portion of 2003, Gomez Cottin & Tejera-Paris were considered a related party as Enrique Tejera-Paris, a principal of Gomez Cottin & Tejera-Paris, was a member of the Board of Directors of Crystallex. For the portion of the year that Gomez-Cottin & Tejera was a related party, they were paid $3,895,582 for providing legal advice to Crystallex. | |
McMillan Binch LLP: McMillan Binch LLP provides legal services to Crystallex. David Matheson is counsel to McMillan Binch LLP and is a member of the Board of Directors of Crystallex. During 2003, McMillan Binch LLP was paid $484,896 for providing corporate legal services to Crystallex. | |
MANAGEMENT AND CONSULTING FEES | |
Orion Securities Inc.: Orion Securities Inc. is an investment dealer that provided advisory services to Crystallex during 2003, and of which Mr. Robert Fung is an employee. He is Chairman of the Board of Directors of Crystallex. During 2003, Orion was paid $1,196,000 for advisory services (the payment was made in shares and warrants of Crystallex). | |
Osprey Capital Partners: During 2003, Crystallex paid $520,000 to Osprey Capital Partners, a partnership in which Robert Fung is a minority partner. The payments to Osprey Capital Partners by Crystallex were for investment banking counselling provided by other partners of Osprey Capital Partners and Mr. Fung, which advice was unrelated to his role as Chairman of Crystallex. | |
Riccio Consulting: Dr. Luca Riccio is the Vice President, Exploration for Crystallex. He is paid under a consulting arrangement for his services and in 2003 his company, Riccio Consulting, received payments of $214,018. | |
Capital Markets Advisory Inc.: Michael Brown is the principal of Capital Markets Advisory Inc. and he is a member of the Board of Directors of Crystallex. During 2003, Crystallex paid $160,000 to Capital Markets Advisory Inc. for providing investor relations and other corporate advisory services to Crystallex | |
2003 Total: | $ 6,470,496 |
2002, 2001 & 2000 | |
Related party transactions | |
During 2002, Crystallex entered into the following transactions with related parties: | |
Paid mineral property acquisition costs and expenses of $38,455,081 (2001 — $4,651,220; 2000 — $12,643,590) directly, or on behalf of Ventures (Barbados) Ltd, a wholly owned subsidiary, including fees of $13,144,975 in 2002 (2001 — $3,129,283, 2000 — $2,753,031), to the Venezuelan law firm of Gomez Cottin & Tejera Paris to assist Crystallex in acquiring the rights to Las Cristinas. Enrique Tejera-Paris, a Crystallex director through June 2003 (see “Management — Directors and Senior Management”), is the father of one of the members of Gomez Cottin & Tejera Paris. The fees and expenses that Crystallex paid to that law firm included fees and expenses for the legal and professional services of other lawyers and professionals in Venezuela who were retained by Gomez Cottin & Tejera Paris to assist in Crystallex matters. | |
Paid or accrued consulting and management fees (including directors’ fees) in an aggregate amount of $606,249 (2001 — $665,835, 2000 — $619,530) to Messrs. Armando Zullo ($18,668), Michael Brown ($9,478), Gordon Thompson ($18,668), Harry Near ($28,145), David Matheson ($28,145), and to William Longden ($28,145), each of whom is a Crystallex director, Poseidon Financial Partners, an entity affiliated with Robert Fung (Crystallex’s Chairman), Borden Rosiak, Crystallex’s Chief Financial Officer, and Riccio Geoconsulting, an entity controlled by Luca Riccio (Crystallex’s Vice President of Exploration). See “Management — Compensation.” Included in this amount is a $215,000 consulting fee paid to Riccio Geoconsulting, an $180,000 management fee paid to Poseidon Financial Partners, and an $80,000 management fee paid to Mr. Rosiak. All noted payments were made on normal commercial terms and were no less favorable to Cr ystallex than Crystallex could have received from unaffiliated third parties. | |
Paid or accrued legal fees of $23,815 (2001 — $431,908, 2000 — $485,674). For the year 2002, the fees relate to the law firm of McMillan Binch LLP. David Matheson, counsel to that law firm, is a Crystallex director. In the years 2001 and 2000, the fees were paid to the law firm of McCarthy Tetrault, of which Daniel Ross, a Crystallex director, was a partner of during 2000 and part of 2001. The amounts charged to Crystallex for the services provided have been | |
determined by negotiation among the parties, and in certain cases, are covered by signed agreements. These transactions were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties. | |
2002 Total: | $ 39,085,145 |
2001 Total: | $ 5,748,963 |
2000 Total: | $ 13,748,794 |
2001, 2000 & 1999 | |
Related party transactions | |
During the year, the Company entered into the following transactions with related parties: | |
a) Paid or accrued consulting and management fees of $650,835 (2000 - $687,530; 1999 - $648,438) to | |
directors of the Company and companies related to directors and an officer of the Company. | |
b) Paid or accrued legal fees of $437,165 (2000 - $485,673; 1999 - $507,810) to a company related to a | |
director of the Company. | |
2001 Total: | $ 1,088,000 |
2000 Total: | $ 1,173,203 |
1999 Total: | $ 1,156,248 |
2000, 1999 & 1998 | |
Related party transactions | |
During the year, the Company entered into the following | |
transactions with related parties: | |
a.) Paid or accrued consulting and management fees of $687,530 | |
(1999 - $648,438; 1998 - $2,021,843) to directors of the | |
Company and companies related to directors and an officer | |
of the Company. | |
b.) Paid or accrued legal fees of $485,673 (1999 - $507,810; | |
1998 - $380,908) to companies related to directors of | |
the Company. | |
2000 Total: | $ 1,173,203 |
1999 Total: | $ 1,156,248 |
1998 Total: | $ 2,402,751 |
1999, 1998 & 1997 | |
Related party transactions | |
During the year, the Company entered into the | |
following transactions with related parties: | |
a) Paid or accrued consulting and management | |
fees of $648,438 (1998 – $2,021,843; 1997 – | |
$290,824) to directors of the Company and | |
companies related to directors and an officer | |
of the Company. | |
b) Paid or accrued legal fees of $507,810 (1998 – | |
$380,908; 1997 – $1,059,960) to companies | |
related to directors of the Company. | |
1999 Total: | $ 1,156,248 |
1998 Total: | $ 2,402,751 |
1997 Total: | $ 1,350,784 |
1997, 1996 & 1995 | |
Related party transactions | |
During the year, the Company entered into the following transactions with | |
related parties: | |
a) Paid or accrued consulting and management fees of $290,824 (1996 – $249,257; | |
1995 – $288,396) to directors of the Company and companies related to officers | |
of the Company. | |
b) Paid or accrued legal fees of $1,059,960 (1996 – $264,779; 1995 – $121,693) | |
to companies related to directors and officers of the Company. | |
c) Paid wages and compensation benefits of $2,208,161 (1996 – $946,159; | |
1995 – $523,123) to directors and officers of the Company. | |
1997 Total: | $ 3,558,945 |
1996 Total: | $ 1,460,195 |
1995 Total: | $ 933,212 |
GRAND TOTAL: | $ 90,388,597 |