Crystallex Proposes to Acquire Minority Shares of El Callao
2004年6月26日 - 6:15AM
PRニュース・ワイアー (英語)
Crystallex Proposes to Acquire Minority Shares of El Callao
TORONTO, June 25 /PRNewswire-FirstCall/ -- Crystallex International
Corporation (AMEX:KRY) Toronto announced today that it has entered
into an agreement with El Callao Mining Corp. ("El Callao") (TSXV:
ECM) with respect to a proposed plan of arrangement. If the plan of
arrangement is approved by the shareholders of El Callao and
implemented: - shareholders of El Callao (other than Crystallex)
will receive 0.01818 of a Crystallex common share for each of their
El Callao common shares; and - El Callao will become a wholly-owned
subsidiary of Crystallex. Crystallex currently owns 36,575,832 El
Callao common shares representing approximately 79% of the
outstanding shares of El Callao. The proposed transaction will
eliminate the ongoing public company expenses associated with the
financial and continuous reporting obligations currently applicable
to El Callao and will allow the minority shareholders of El Callao
to participate in the combined business of Crystallex and El
Callao. If the proposed transaction is implemented, Crystallex
would issue approximately 172,975 additional common shares. To
become effective, the proposed transaction must be approved by,
among other things, a majority of the votes cast by minority
shareholders of El Callao (i.e., shareholders other than Crystallex
and its related parties) at a special meeting of shareholders to be
held on July 27, 2004 and by the British Columbia Supreme Court.
Crystallex also announced today that it has received approval from
the Toronto Stock Exchange to extend the expiry date of certain
warrants from June 20, 2004 to September 18, 2004. The warrants
were issued to arm's length investors in connection with private
placement financings completed in June 2002 and are exercisable for
an aggregate of 824,214 common shares of Crystallex. The proposed
amendments have been approved by the holders thereof and the
amendments will become effective on the 6th day of July, 2004. The
other terms as to exercise of the warrants remain the same. NOTE:
This may include 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 presentation, 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, including but
not limited to its annual information form ("AIF") and its annual
report on Form 20-F, filed from time to time with the Canadian
provincial securities regulators, the United States Securities and
Exchange Commission ("SEC"), and other regulatory authorities. The
Toronto Stock Exchange has not reviewed this news release and does
not accept responsibility for the adequacy or accuracy of this
release. The securities that Crystallex is offering in connection
with the proposed arrangement transaction have not been and will
not be registered under the United States Securities Act of 1933,
as amended, and may not be offered or sold in the United States
without registration unless an exemption from registration is
available. DATASOURCE: Crystallex International Corporation
CONTACT: Richard Marshall of Crystallex, +1-800-738-1577 Web site:
http://www.crystallex.com/
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