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Gold/Mining/Energy : Bema(Bgo) and Arizona Star -- Ignore unavailable to you. Want to Upgrade?


To: terryswift who wrote (10180)9/13/2000 9:56:32 AM
From: BAKE  Read Replies (2) | Respond to of 10482
 
***** ECM Shareholders get terrible deal from Bema.*****

VANCOUVER, Sept. 13 /CNW/ - Bema Gold Corporation ("Bema" or the
"Company") announced today that it has entered into agreements to sell its
controlling interest in El Callao Mining Corporation ("El Callao") to
Crystallex International Corporation ("Crystallex").
Bema is selling its 45% interest in El Callao, approximately US$14.3
million of debt owed to Bema from El Callao, and a 2% royalty on the cash flow
from El Callao's Lo Increible project. Crystallex has also agreed to make a
takeover bid for the remaining publicly traded shares of El Callao subject to
regulatory approval.
The debt owed to Bema and the 2% royalty will be purchased for US$7.6
million and a 1% net smelter return royalty. Crystallex has taken an interim
position in Bema's loan to El Callao by purchasing US$3 million of the loan,
supported by a security sharing and priorities agreement. Bema will receive
US$3 million cash on September 13. The remaining US$4.6 million will paid in
two installments of US$2.3 million, six and twelve months after closing, which
will be made at Crystallex's option in cash or freely tradeable Crystallex
common shares. The 1% net smelter return royalty is payable to Bema from all
future gold production after 300,000 ounces of gold have been produced from
the Lo Increible property, and when the quarterly average gold price is
greater than US$300 per ounce of gold.
Bema has entered into a "lock-up" agreement whereby Bema will tender its
approximately 20.7 million El Callao shares to a Crystallex takeover bid for
all the shares of El Callao based on a share exchange ratio of 15 El Callao
shares for each Crystallex common share received. The proposed takeover bid
equates to an approximate premium of 115% to the El Callao share price based
on the September 12 closing share prices for El Callao and Crystallex.
The takeover 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.

On Behalf of BEMA GOLD CORPORATION

"Clive T. Johnson"
Chairman, C.E.O., & President