##### Table of Contents



Exhibit
1.1
 
 CRYSTALLEX INTERNATIONAL CORPORATION
 ANNUAL INFORMATION FORM
 FOR THE YEAR ENDED DECEMBER 31, 2008




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##### Table of Contents



TABLE OF CONTENTS
 DOCUMENTS INCORPORATED BY REFERENCE
    
    
    1FOREIGN CURRENCY AND ACCOUNTING PRINCIPLES
    
    
    1GLOSSARY AND METRIC/IMPERIAL CONVERSION TABLE
    
    
    1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
    
    
    2NATIONAL INSTRUMENT 43-101  STANDARDS OF DISCLOSURE FOR MINERAL PROJECTS
    
    
    2CRYSTALLEX
    
    
    3overview
    
    
    3Corporate Chart
    
    
    5MINERAL RESERVES AND RESOURCES
    
    
    6INFORMATION WITH RESPECT TO THE GOLD INDUSTRY
    
    
    7MINING IN VENEZUELA
    
    
    7Venezuela
    
    
    7Mining Law
    
    
    8Introduction
    
    
    8Mineral Concessions
    
    
    8Direct Exploitation
    
    
    9Environmental Laws
    
    
    9General
    
    
    9Environmental Impact Study
    
    
    9Mine Closure and Remediation
    
    
    10Taxation
    
    
    10Corporate Income Tax
    
    
    10Dividends and Branch Profits Tax
    
    
    10VAT and Import Duties
    
    
    10Science and Technology Contribution
    
    
    11Tax Treaties
    
    
    11Exchange Controls
    
    
    11LAS CRISTINAS PROJECT
    
    
    11Location and Property Description
    
    
    11Mine Operating Contract
    
    
    12Accessibility, Physiography and Climate and Local Resources and Infrastructure
    
    
    14Accessibility
    
    
    14Physiography and Climate
    
    
    14Local Resources and Infrastructure
    
    
    14History
    
    
    15Geology and Mineralization
    
    
    15Regional Geology
    
    
    15Local Geology
    
    
    15Mineralization
    
    
    16Drilling, Sampling and Data Verification
    
    
    17Mineral Reserves
    
    
    19Additional Mineral Resources
    
    
    192007 Technical Report Update
    
    
    20Engineering, Procurement and Construction Management
    
    
    21Permits
    
    
    21DISCONTINUED OPERATIONS
    
    
    22Overview
    
    
    22Mine Production
    
    
    23Description of Share Capital and Related Information
    
    
    23Authorized Capital
    
    
    23Common Shares
    
    
    23Class A Preference Shares and Class B Preference Shares
    
    
    23Shareholder Rights Plan
    
    
    23Price Range and Trading Volume of the Common Shares
    
    
    24Dividend Policy
    
    
    24Capitalization
    
    
    25Legal Proceedings
    
    
    25Noteholders Action
    
    
    25Proposed Class Action
    
    
    26Withdrawal of MINCA Litigation
    
    
    26Vannessa Arbitration
    
    
    27Risk Factors
    
    
    27Risks Associated with Operating in Developing Countries
    
    
    27Risks Specific to Operations in Venezuela
    
    
    28Political and Economic Instability
    
    
    28Environmental Permit Still Required
    
    
    28Exchange Controls
    
    
    28Lack of Ownership Rights
    
    
    28Lack of Copper Rights
    
    
    29Proposed Amendments to Mining Laws
    
    
    29Arbitration Proceedings
    
    
    29Unauthorized Miners
    
    
    30Imataca Forest Reserve
    
    
    30General Risk Factors
    
    
    30Current Global Financial Condition
    
    
    30Mineral Properties
    
    
    30Environmental Regulation and Liability
    
    
    31Additional Funding Requirements
    
    
    31Reserve and Resource Estimates
    
    
    32Mineral Exploration and Exploitation
    
    
    32Uninsurable Risks
    
    
    33




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Dependence on One Mining Property
    
    
    33Production Risks
    
    
    33Regulations and Permits
    
    
    33Gold Price Volatility
    
    
    34Currency Fluctuations
    
    
    34Credit and Market Risks
    
    
    34Dependence on Key Employees
    
    
    34Compliance with Sarbanes-Oxley Act of 2002
    
    
    35Common Share Price Volatility
    
    
    35Potential Dilution
    
    
    35Enforcement by Investors of Civil Liabilities
    
    
    35Operating Losses are Expected to Continue in the Near Future
    
    
    36Future Hedging Activities
    
    
    36No Payment of Cash Dividends in the Near Future
    
    
    36Litigation
    
    
    36DIRECTORS AND SENIOR OFFICERS
    
    
    37AUDIT COMMITTEE MATTERS
    
    
    39Composition
    
    
    39Charter
    
    
    39Policy on the Provision of Services by External Auditors
    
    
    39External Auditors Service Fees
    
    
    39Corporate Governance Statement
    
    
    40TRANSFER AGENT AND REGISTRAR
    
    
    40MATERIAL CONTRACTS
    
    
    40INTEREST OF EXPERTS
    
    
    40ADDITIONAL INFORMATION
    
    
    40SCHEDULE A CONSOLIDATED FINANCIAL STATEMENTS (As attached)
    
    
    1SCHEDULE B MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    1SCHEDULE C GLOSSARY OF DEFINED TERMS AND TECHNICAL MINING TERMS AND ABBREVIATIONS
    
    
    1SCHEDULE D MINE OPERATING CONTRACT AND RELATED DOCUMENTS
    
    
    D-1SCHEDULE E AUDIT COMMITTEE CHARTER
    
    
    E-1SCHEDULE F POLICY ON INDEPENDENCE OF DIRECTORS
    
    
    F-1




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DOCUMENTS INCORPORATED BY REFERENCE
  (a)
    
    the audited consolidated financial statements of the Corporation as at December
31, 2008 and 2007, and for each of the years in the two year period ended December 31,
2008 including the notes thereto and the auditors report thereon (the Consolidated
Financial Statements);(b)
    
    managements discussion and analysis of financial condition and results of
operations of the Corporation for the year ended December 31, 2008 (Managements
Discussion and Analysis); and(c)
    
    a report prepared by Mine Development Associates, (MDA) and other independent
consultants in November 2007 titled Technical Report Update on the Las Cristinas
Project, Bolivar State, Venezuela (the 2007 Technical Report Update).
 www.sedar.com
  
 FOREIGN CURRENCY AND ACCOUNTING PRINCIPLES
   Year ended December 31,2008
    
    2007
    
    2006Rate at end of year
    
    
    C$1.2246
    
    
    
    C$1.0120
    
    
    
    C$1.1653Average rate for year
    
    
    C$1.0660
    
    
    
    C$1.0692
    
    
    
    C$1.1340
  
 GLOSSARY AND METRIC/IMPERIAL CONVERSION TABLE
  1




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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
  
 NATIONAL INSTRUMENT 43-101  STANDARDS OF DISCLOSURE FOR MINERAL PROJECTS
  2




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CRYSTALLEX
 
 Overview
 Canada Business Corporations Act
   
    
    entering into a Mine Operating Contract (the Mine Operating Contract) dated
September 17, 2002 with Corporacion Venezolana de Guayana (the CVG);
    
    supervising the preparation of the feasibility study completed by SNC-Lavalin Inc.,
(SNC-Lavalin) and other independent consultants in September 2003 with respect to the
development of the Las Cristinas project and the construction and operation of a mining
and processing facility at a production rate of 20,000 tonnes per day (TPD) (the
20,000 TPD Feasibility Study);
    
    securing the CVG approval in March 2004 for the 20,000 TPD Feasibility Study;
    
    supervising the preparation of a 40,000 TPD expansion plan pre-feasibility study
completed by SNC-Lavalin and MDA in October 2005;
    
    completing financing transactions (including a C$115 million Common Share offering
in April 2004, a U.S.$100 million debt offering in December 2004, a C$10 million short
term note financing in September 2005 in conjunction with the establishment of a C$60
million equity draw down facility, a U.S.$31 million private placement in February
2006, the receipt of C$21.6 million and C$5 million pursuant to draw downs under the
equity draw down facility in the fourth quarter of 2005 and January 2006, respectively,
a C$32.4 million offering of units in August 2006, a C$61 million Common Share offering
in April 2007, and a C$64.8 million offering of units in February 2008), and an early
exercise of certain warrants for proceeds of U.S.$6.04 million;
    
    settling of the Corporations gold contract obligations. In December 2005, the
remaining gold forward sales and gold call options were settled and the resulting
liability of U.S.$14.3 million was converted into a new, fully drawn term loan facility
with Standard Bank Plc (SB). At the same time, an existing loan with SB was
restructured and its payment terms coordinated with the new term loan facility. In
May 2006, the Corporation issued 3.8 million Common Shares to SB as settlement of the
U.S.$7.5 million exchangeable portion of the bank loan and in May 2007, the Corporation
repaid in full the balance of the SB term loan facility;
    
    working to acquire the necessary permits for the Las Cristinas project (including
the submission of an Environmental Impact Study (EIS);
    
    entering into an Engineering, Procurement and Construction Management Contract in
February, 2004 (the EPCM Contract) with SNC-Lavalin and supervising the engineering,
procurement and construction process;
    
    supervising the preparation of an updated feasibility study (completed in August
2005 by SNC-Lavalin, MDA and other independent consultants) (the 2005 Development
Plan) prepared in compliance with
 3




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National Instrument 43-101  Standards of Disclosure for Mineral Projects of the
Canadian Securities Administrators (NI 43-101);
    
    completing 98% of detailed engineering and design work and purchasing all long lead
time equipment;
    
    securing the Ministry of Basic Industries and Mining (MIBAM) approval of the
technical, commercial and contractual compliance aspects of the Las Cristinas project
in March 2006;
    
    securing the Ministry of the Environment and Natural Resources (MinAmb) approval
of the Las Cristinas EIS in June 2007; and, based on this approval, posting of a
Compliance Guarantee Bond and payment of certain surface taxes;
    
    supervising the preparation of the 2007 Technical Report Update (completed in
November 2007 by MDA and SNC-Lavalin);
    
    continuing in 2008 with the construction of a sewage treatment plant and medical
clinic in accordance with the terms of the Mine Operating Contract and receiving
written confirmation from the CVG on March 2, 2009 that the Corporation is in
compliance with the Mine Operating Contract.
  
 4




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Corporate Chart
  
 
 Notes:
 (1)
    
    The Corporation holds its interest in the Las Cristinas project directly through its
Venezuelan Branch. See Las Cristinas Project  Mine Operating Contract.(2)
    
    The Corporation holds its interest in the Tomi operations indirectly through Mineras Bonanza,
C.A. See Discontinued Operations.(3)
    
    The Corporation holds its interest in the Lo Increible operations indirectly through Osmin
Holdings Limited. See Discontinued Operations.(4)
    
    The Corporation held its interest in the Revemin mill until October 1, 2008, indirectly
through Revemin II, C.A. See Discontinued Operations.
 
 5




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MINERAL RESERVES AND RESOURCES
   RESERVESPROVEN
    
    PROBABLE
    
    TOTALContained
    
    
    
    
    
    
    
    
    
    Contained
    
    
    
    
    
    
    
    
    
    ContainedTonnes
    
    Grade
    
    Gold
    
    Tonnes
    
    Grade
    
    Gold
    
    Tonnes
    
    Grade
    
    Gold(g/t)
    
    (oz)
    
    
    
    
    
    (g/t)
    
    (oz)
    
    
    
    
    
    (g/t)
    
    (oz)(tonnes and ounces in thousands)Las Cristinas Project(1)
    
    
    112,761
    
    
    
    1.24
    
    
    
    4,483
    
    
    
    351,601
    
    
    
    1.10
    
    
    
    12,379
    
    
    
    464,362
    
    
    
    1.13
    
    
    
    16,862
 RESOURCES(2)MEASURED
    
    INDICATED
    
    TOTALContained
    
    
    
    
    
    
    
    
    
    Contained
    
    
    
    
    
    
    
    
    
    ContainedTonnes
    
    Grade
    
    Gold
    
    Tonnes
    
    Grade
    
    Gold
    
    Tonnes
    
    Grade
    
    Gold(g/t)
    
    (oz)
    
    
    
    
    
    (g/t)
    
    (oz)
    
    
    
    
    
    (g/t)
    
    (oz)(tonnes and ounces in thousands)Las Cristinas
Project(2)
    
    
    33,380
    
    
    
    0.84
    
    
    
    897
    
    
    
    131,641
    
    
    
    0.71
    
    
    
    3,002
    
    
    
    165,021
    
    
    
    0.73
    
    
    
    3,899
 RESOURCES(2)INFERREDContainedTonnes
    
    Grade
    
    Gold(g/t)
    
    (oz)(tonnes and ounces in thousands)Las Cristinas Project(3)
    
    
    229,626
    
    
    
    0.85
    
    
    
    6,276
 
 Notes:
 (1)
    
    The mineral reserves and resources for the Las Cristinas Project are based on estimates
prepared by MDA (Steve Ristorcelli, P. Geo. and Thomas Dyer, P. Eng. of MDA were the
Qualified Persons) in the 2007 Technical Report Update. The mineral reserves estimated by MDA
are based on a US$550 per ounce gold price and cut-off grades ranging from 0.33 grams of gold
per tonne to 0.57grams of gold per tonne depending on the mineral type. The mineral resources
estimated by MDA are based on a cut-off grade of 0.5 grams of gold per tonne. See Las
Cristinas Project  Mineral Reserves and   Additional Mineral Resources.(2)
    
    Mineral resources are in addition to and do not include mineral reserves.(3)
    
    The inferred resources are based on a cut-off grade of 0.5 grams of gold per tonne.
 6




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INFORMATION WITH RESPECT TO THE GOLD INDUSTRY
      Average Gold Price(US$/oz)1998
    
    
    2941999
    
    
    2792000
    
    
    2792001
    
    
    2712002
    
    
    3112003
    
    
    3632004
    
    
    4102005
    
    
    4452006
    
    
    6042007
    
    
    6952008
    
    
    872
  
 MINING IN VENEZUELA
  
 Venezuela
   7




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Mining Law
 
 Introduction
   
 Mineral Concessions
 Rights and Terms of Concession Holders
   8




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Mineral Concession Taxes
  Ownership of Concessions
  Sale of Production
  
 Direct Exploitation
  Operation Agreements
  
 Environmental Laws
 
 General
   
 Environmental Impact Study
  9




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Mine Closure and Remediation
  
 Taxation
 
 Corporate Income Tax
    
 Dividends and Branch Profits Tax
    
 VAT and Import Duties
    10




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Science and Technology Contribution
  
 Tax Treaties
  
 Exchange Controls
   
 LAS CRISTINAS PROJECT
  www.sedar.com
  
 Location and Property Description
   11




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Mine Operating Contract
  
    
    a Presidential decree pursuant to which the Government of Venezuela reserved for
itself, through the Ministry of Energy and Mines, the direct exploration and
exploitation of the gold ore located in the Las Cristinas Deposits and granted to the
Ministry of Energy and Mines the right to contract with the CVG the activities required
to carry out such exploration and exploitation;
    
    an agreement between the Ministry of Energy and Mines and the CVG pursuant to which
the Ministry of Energy and Mines granted to the CVG the right to explore and exploit
the gold ore located in the Las Cristinas Deposits and to enter into operation
agreements with third parties for such purposes; and
    
    a Mine Operating Contract between the CVG and the Corporation dated September 17,
  12




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
    
    Authorization.The CVG authorized the Corporation and the Corporation agreed to
make all investments and carry out all works necessary to explore, develop, exploit,
commercialize and sell the gold mineral contained in the Las Cristinas Deposits for the
CVG.
    
    Fees and Payments.In consideration for its services, the Corporation is entitled
to a fee equal to the value of the gold produced from the Las Cristinas Deposits less:
 (a)
    
    the following royalty to which the CVG is entitled based on the
commercial value of the gold produced from the Las Cristinas Deposits:
 Commercial Value
    
    Royaltyless than US$280 per ounce
    
    
    1.0
    %equal to or more than US$280 per ounce and less than US$350 per ounce
    
    
    1.5
    %equal to or more than US$350 per ounce and less than US$400 per ounce
    
    
    2.0
    %more than US$400 per ounce
    
    
    3.0
    %
 (b)
    
    the Venezuelan exploitation tax payable by the CVG equal to 3%
of the commercial value of the refined gold produced from the Las Cristinas
Deposits.
 The Corporation is required to pay the exploitation tax on behalf of the CVG and is
entitled to be reimbursed by the CVG .
    
    Covenants.The Corporation is required, among other things, to: prepare and present
to the CVG for approval annual production plans (which include information with respect
to capital investments, production volumes, processing capacity, operating costs,
number of workers, projected price of gold and income from sales of gold and other
material information relating to such matters) and annual and life-of-mine development
plans (which include operational information relating to volumes of excavation, waste
exploitation, handling of effluents and information with respect to environmental
protection and security and other material information relating to such matters);
provide certain social development programs (including employment and training programs
for employees and groups of informal miners, improving community health care
facilities, providing local housing and infrastructure improvements to water and sewage
systems and road access to the project site); compensate the CVG for loss of profits if
the project fails to meet approved production volumes for reasons other than as a
result of force majeure; and carry out its activities in accordance
with applicable Venezuelan environmental, mining and other laws and in accordance
with principles of sustainable development.
    
    Non-Assignment by the Corporation.The Corporation is not permitted to assign the
Mine Operating Contract.
    
    Term and Termination.The term of the Mine Operating Contract is 20 years subject
to extension by the parties for two renewal terms (each 10 years). The Mine Operating
Contract may be terminated by either party on 90 days written notice if the other
party defaults in the performance of its obligations under the Mine Operating Contract.
    
    Dispute Resolution.If a dispute arises under the Mine Operating Contract that the
parties are unable to resolve, the parties have agreed to refer the matter for
determination to tribunals of Bolivar State, Venezuela.
    
    Governing Law.The Mine Operating Contract is governed by the laws of Venezuela.
 13




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Accessibility, Physiography and Climate and Local Resources and Infrastructure
 
 Accessibility
   
 Physiography and Climate
    
 Local Resources and Infrastructure
    14




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History
    
 Geology and Mineralization
 
 Regional Geology
  
 Local Geology
 Weathered Profile
  Structure
 1 1 1
 2
 15




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en echelon
 Alteration
  
    
    Widespread albite development in veins and as replacements of other minerals;
    
    Potassic alteration occurs as K-feldspar replacements and veins. However a
pervasive secondary biotite  magnetite assemblage is the dominant expression of
K-silicate alteration throughout the Las Cristinas Deposits. Calcite is associated
with the biotite-magnetite assemblage;
    
    Quartz-tourmaline assemblages with minor topaz;
    
    Quartz-muscovite-pyrite constitutes phyllic alteration and;
    
    Ubiquitous iron-rich chlorite, epidote and calcite which are superimposed on the
alteration assemblages described above. This superimposition is evident in the common
partial replacement of secondary biotite and tourmaline by chlorite.
  
 Mineralization
 Primary mineralization in hard rock
   16




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##### Table of Contents



1 1 1 2
 1
  Saprolite
   
 Drilling, Sampling and Data Verification
  
    
    mapping and rock sampling (geologic mapping was done at scales of 1:5,000 and 1:500
and over 1,200 samples were collected);
    
    soil sampling (approximately 3,700 samples were taken from upper saprolite on a 50 m
by 100 m grid in the main mineralized zones and on a 50 m by 200 m grid in the
peripheral areas); soil samples were analyzed for gold;
    
    drilling of 1,174 drill holes totalling over 150,000 m;
 17




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
    
    geophysics (ground and airborne-magnetic programs, as well as induced polarization,
radiometric and transient electromagnetic surveys); and
    
    tailings evaluation.
       18




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1 2
 
 Mineral Reserves
  Mineral Reserves(1)
    
    Average Grade
    
    Contained Gold(tonnes  000s)
    
    (g/t)
    
    (ounces  000s)Proven
    
    
    112,761
    
    
    
    1.24
    
    
    
    4,483Probable
    
    
    351,601
    
    
    
    1.10
    
    
    
    12,379Total
    
    
    464,362
    
    
    
    1.13
    
    
    
    16,862
 
 Notes:(1)
    
    The mineral reserves estimated by MDA are based on a US$550 per ounce gold price and cut-off
grades ranging from 0.33 grams of gold per tonne to 0.57 grams of gold per tonne depending on
the mineral type. 
 Additional Mineral Resources
  Mineral Resources(1) (2)
    
    Average Grade
    
    Contained Gold(tonnes  000s)
    
    (g/t)
    
    (ounces  000s)Measured
    
    
    33,380
    
    
    
    0.84
    
    
    
    897Indicated
    
    
    131,641
    
    
    
    0.71
    
    
    
    3,002Total Measured and Indicated
    
    
    165,021
    
    
    
    0.73
    
    
    
    3,899Total Inferred
    
    
    229,626
    
    
    
    0.85
    
    
    
    6,276
 
 Notes:(1)
    
    The resources are estimated to the standard and requirements stipulated in NI 43-101
and meet Canadian Institute of Mining classifications. The mineral resources estimates are
based on a cut-off grade of 0.5 grams of gold per tonne.(2)
    
    Mineral resources are in addition to and do not include mineral reserves. 19




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2007 Technical Report Update
    
    
    A 46-hole, 13,574 m drill program that was completed by the Corporation in 2007,
results of which were press released on May 1, 2007 and June 22nd, 2007.
    
    A new pit design based upon a $550 per ounce gold price.
    
    Revised estimates of capital and operating costs.
  
    
    Mining.Mining at Las Cristinas will be by conventional open-pit methods using
excavators and haul trucks. The production schedule contemplated under the 2007
Technical Report Update provides for processing 20,000 tonnes of ore per day (7.3
million tonnes annually), an overall stripping ratio of 1.38:1 and an expected mine
life of 64 years.
    
    Processing and Recovery.Processing will consist of crushing, semi-autogenous
primary grinding and secondary ball mill grinding. A gravity circuit is contemplated
to recover free gold. Gold extraction will be achieved using a conventional
carbon-in-leach circuit. Under this method of recovery, a slurry of gold ore, carbon
granules and cyanide are mixed together, the cyanide dissolves the gold content and the
gold is adsorbed onto the carbon and the loaded carbon is separated from the slurry for
further processing. Gold is removed from the loaded carbon by pressure stripping the
carbon to produce a pregnant eluate solution, electrowinning the solution to produce
gold cathodes and smelting the cathodes to produce gold doré. Pilot-plant
metallurgical testing conducted under the supervision of an independent consultant
during the feasibility study resulted in an overall recovery rate of 88.7% for the
planned ore blend.The average annual gold production contemplated is 233,000 ounces for the life of
mine and 252,000 ounces for the first five years.
    
    Reserves. Reserves at Las Cristinas were calculated using a US$550 per ounce gold
price. The pit design and other physical parameters and costs were updated from
previous estimates. At US$550 per ounce, proven and probable reserves at Las Cristinas
are 464 million tonnes grading 1.13 g/t containing 16.86 million ounces of gold. The
strip ratio was decreased from 1.57:1 to 1.38:1.
    
    Capital Costs.The estimated capital costs of the Las Cristinas project are
approximately US$356 million, an increase of approximately 22% from the 2005 estimate.
In addition, sustaining capital totalling US$573 million over the 64 years of the mine
will be required.
    
    Cash Operating Costs.The estimated average total cash operating costs are
approximately US$306 per ounce (excluding royalties) and US$346 per ounce (including royalties at US$550 per ounce) for the life
of mine. Estimates for operating costs increased from US$7.66/tonne
of ore to US$9.80/tonne of ore, largely due to revisions in costs and quantities of
operating supplies, maintenance supplies and power, revision of staffing levels and
 20




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labour rates and changes to the mining plans including updates to the mineral
resource and mineral reserve estimates. Operating cost estimates were not
significantly affected by the near-global climb in energy costs, a reflection of
Venezuelas extremely low, stable prices for fuel.
 
 Engineering, Procurement and Construction Management
    
 Permits
      21




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DISCONTINUED OPERATIONS
 
 Overview
  22




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Mine Production
  2008
    
    
    2007
    
    
    2006Mining revenues
    
    $
    14,421
    
    
    
    13,565
    
    
    
    28,088Expenses
    
    $
    (18,334
    )
    
    $
    (21,786
    )
    
    $
    (29,676
    )Loss from operations
    
    $
    (3,913
    )
    
    $
    (8,221
    )
    
    $
    (1,588
    )Gold Production (ounces)Tomi Open Pits
    
    
    6,530
    
    
    
    8,437
    
    
    
    19,428Tomi Underground
    
    
    3,856
    
    
    
    13,551
    
    
    
    22,210La Victoria
    
    
    6,488
    
    
    
    9,356
    
    
    
    3,260Purchased Material
    
    
    1,011
    
    
    
    2,223
    
    
    
    2,447Total gold production (ounces)
    
    
    17,885
    
    
    
    33,567
    
    
    
    47,345Gold sold (ounces)
    
    
    19,677
    
    
    
    32,815
    
    
    
    48,570Average realized gold price
    
    $
    733
    
    
    $
    413
    
    
    $
    578Average spot gold price
    
    $
    897
    
    
    $
    695
    
    
    $
    604
 
 DESCRIPTION OF SHARE CAPITAL AND RELATED INFORMATION
 
 Authorized Capital
   
 Common Shares
  
 Class A Preference Shares and Class B Preference Shares
  
 Shareholder Rights Plan
  23




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www.sedar.com
 
 Price Range and Trading Volume of the Common Shares
  TSX
    
    AMEXHigh
    
    Low
    
    Volume
    
    High
    
    Low
    
    Volume(C$)
    
    (C$)
    
    
    
    
    
    (US$)
    
    (US$)January
    
    $
    2.56
    
    
    $
    1.88
    
    
    
    23,777,500
    
    
    $
    2.56
    
    
    $
    1.98
    
    
    
    84,566,300February
    
    $
    2.12
    
    
    $
    1.66
    
    
    
    20,187,300
    
    
    $
    2.18
    
    
    $
    1.66
    
    
    
    47,073,700March
    
    $
    2.48
    
    
    $
    1.75
    
    
    
    25,836,300
    
    
    $
    2.43
    
    
    $
    1.73
    
    
    
    59,623,600April
    
    $
    2.16
    
    
    $
    0.92
    
    
    
    17,143,400
    
    
    $
    2.15
    
    
    $
    0.91
    
    
    
    50,830,300May
    
    $
    1.07
    
    
    $
    0.60
    
    
    
    48,060,200
    
    
    $
    1.09
    
    
    $
    0.56
    
    
    
    91,285,700June
    
    $
    1.22
    
    
    $
    0.62
    
    
    
    45,343,700
    
    
    $
    1.24
    
    
    $
    0.66
    
    
    
    56,017,100July
    
    $
    1.14
    
    
    $
    0.70
    
    
    
    21,318,300
    
    
    $
    1.14
    
    
    $
    0.68
    
    
    
    31,016,100August
    
    $
    1.39
    
    
    $
    0.73
    
    
    
    17,406,100
    
    
    $
    1.31
    
    
    $
    0.70
    
    
    
    34,482,900September
    
    $
    1.25
    
    
    $
    0.85
    
    
    
    10,379,600
    
    
    $
    1.20
    
    
    $
    0.84
    
    
    
    25,340,000October
    
    $
    0.78
    
    
    $
    0.42
    
    
    
    5,411,000
    
    
    $
    0.75
    
    
    $
    0.33
    
    
    
    22,454,400November
    
    $
    0.51
    
    
    $
    0.13
    
    
    
    12,673,700
    
    
    $
    0.46
    
    
    $
    0.12
    
    
    
    42,261,500December
    
    $
    0.20
    
    
    $
    0.14
    
    
    
    6,590,100
    
    
    $
    0.17
    
    
    $
    0.11
    
    
    
    43,219,900
 
 Dividend Policy
  24




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Capitalization
  US$(millions)Cash and cash equivalentsUnrestricted
    
    
    34.5Total cash and cash equivalents
    
    
    34.5Long-term debtNotes due December 23, 2011(1)
    
    
    86.7Total long-term debt
    
    
    86.7Shareholders equityCommon shares (authorized  unlimited; issued 294,817,719)(2)
    
    
    561.8Contributed surplus
    
    
    33.9Accumulated comprehensive income
    
    
    12.0Deficit
    
    
    (339.9
    )Total shareholders equity
    
    
    267.8Total capitalization
    
    
    389.0
 
 Notes:(1)
    
    See Note 6 to the Consolidated Financial Statements.(2)
    
    See Note 7 to the Consolidated Financial Statements. 
 LEGAL PROCEEDINGS
 
 Noteholders Action
      25




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Proposed Class Action
    
 Withdrawal of MINCA Litigation
      26




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##### Table of Contents



Vannessa Arbitration
     (a)
    
    the possibility of an award being made that would have a material adverse
effect on the Corporations rights under the Mine Operating Contract is remote (on the
basis that the MINCA Contract was properly terminated by the CVG; equitable remedies
are normally not granted when damages are a proper and available remedy; Vannessa has
included the remedy of monetary damages in lieu of restitution in its Request for
Arbitration; and the Republic of Venezuela has contractually committed the Las
Cristinas Deposits to a third party);(b)
    
    if an arbitration award were made against the Republic of Venezuela, it would
likely be in the form of monetary damages; and(c)
    
    if a restitution award were made against the Republic of Venezuela, the
Republic would likely exercise its unilateral right under Section 9(b) of Article XII
of the Treaty to pay monetary damages in lieu of restitution since, if the Republic
were to terminate the Mine Operating Contract, the Corporation would have a more
substantial claim for damages against the Republic, particularly in light of the
advanced stage of the Las Cristinas project and the likelihood that the Las Cristinas
project will be complete before the arbitration is completed.
 
 RISK FACTORS
  
 Risks Associated with Operating in Developing Countries
  27




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##### Table of Contents



Risks Specific to Operations in Venezuela
 
 Political and Economic Instability
  
 Environmental Permit Still Required
  
 Exchange Controls
  
 Lack of Ownership Rights
 VML
  28




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##### Table of Contents



Lack of Copper Rights
   (a)
    
    if the MIBAM grants the right to exploit the copper contained in the Las Cristinas deposits
to the CVG, subject to fulfilling all necessary requirements of Venezuelan law (including the
additional grant by the MIBAM to the CVG of the right to negotiate the exploitation of the
copper with third parties), the CVG has agreed under the terms of the Mine Operating Contract
to negotiate the exploitation of the copper with the Corporation; and(b)
    
    if the MIBAM grants the right to exploit the copper contained in the Las Cristinas deposits
to a third party, the Corporations right under the Mine Operating Contract to exploit the
gold contained in the Las Cristinas deposits would, as a matter of Venezuelan law, take
precedence over the third partys right to exploit the copper.
  
 Proposed Amendments to Mining Laws
  
 Arbitration Proceedings
   29




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##### Table of Contents



Unauthorized Miners
  
 Imataca Forest Reserve
    
 General Risk Factors
 
 Current Global Financial Condition
  
 Mineral Properties
  30




---



##### Table of Contents



Environmental Regulation and Liability
     
 Additional Funding Requirements
   31




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##### Table of Contents



Reserve and Resource Estimates
  
 Mineral Exploration and Exploitation
  32




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Uninsurable Risks
  
 Dependence on One Mining Property
  
 Production Risks
   
 Regulations and Permits
  33




---



##### Table of Contents



Gold Price Volatility
   
 Currency Fluctuations
  
 Credit and Market Risks
     
 Dependence on Key Employees
  34




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##### Table of Contents



Compliance with Sarbanes-Oxley Act of 2002
   
 Common Share Price Volatility
  
    
    the Corporations operating performance and the performance of competitors and other
similar companies;
    
    the publics reaction to the Corporations press releases, other public
announcements and the Corporations filings with the various securities regulatory
authorities;
    
    changes in earnings estimates or recommendations by research analysts who track the
common shares or the shares of other companies in the resource sector;
    
    changes in general economic conditions;
    
    the arrival or departure of key personnel;
    
    the current global economic crisis;
    
    acquisitions, strategic alliances or joint ventures involving the Corporation or its
competitors;
    
    gold price volatility; and
    
    outcomes of litigation.
  
 Potential Dilution
  
 Enforcement by Investors of Civil Liabilities
  35




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##### Table of Contents



Operating Losses are Expected to Continue in the Near Future
  
 Future Hedging Activities
  
 No Payment of Cash Dividends in the Near Future
  
 Litigation
  36




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##### Table of Contents



DIRECTORS AND SENIOR OFFICERS
  Name and
    
    
    
    
    
    
    
    Expiry ofMunicipality of Residence
    
    Office
    
    Principal Occupation
    
    Director Since
    
    Current Term(6)Robert A. Fung (1) (4) (10)Toronto, Ontario
    
    Director, Chairman
of the Board,Chief
Executive Officer
    
    Employee of Macquarie Capital Markets Canada
Ltd. (formerly Orion Securities, Inc.)
(investment bank)
    
    December 3, 1996
    
    June 24, 2009Gordon M. Thompson (1)(4)
(11)Toronto, Ontario
    
    Director
    
    Director of Various Companies
    
    February 1, 2007
    
    June 24, 2009Michael J.H. Brown
(1)(3)(4)(5)Toronto, Ontario
    
    Director
    
    Principal, Capital Markets Advisory (a
financial and capital markets advisory firm)
    
    October 10, 2002
    
    June 24, 2009C. William Longden (2)(4)Toronto, Ontario
    
    Director
    
    Vice Chairman, MMM Group Limited (an engineering project management company)
    
    July 25, 2000
    
    June 24, 2009Harry J. Near (2)Ottawa, Ontario
    
    Director
    
    President, Near Consultants & Associates; 
Principal, The Earnscliffe Strategy Group
(political advisory firm)
    
    May 5, 1997
    
    June 24, 2009Marc J. Oppenheimer (1)(4)Leonia, New Jersey
    
    Director
    
    President, Octagon Associates Inc.
    
    February 20, 1995
    
    June 24, 2009Johan C. vant Hof (1)(2)(5)Toronto, Ontario
    
    Director
    
    President, Tonbridge Corporation
(infrastructure fund manager)
    
    March 12, 2004
    
    June 24, 2009Armando F. Zullo (3)(5)Vancouver, British Columbia
    
    Director
    
    President, A.F. Zullo & Company Ltd.
(equipment supplier)
    
    December 3, 1996
    
    June 24, 2009Hemdat Sawh(7)Oakville, Ontario
    
    Chief Financial
Officer
    
    Chief Financial Officer, Crystallex
International Corporation
    
    
    
    Robert Crombie(8)Toronto, Ontario
    
    President,
    
    President, Crystallex International Corporation
    
    
    
    Richard Marshall 
Alpharetta, Georgia
    
    Vice President,
Investor Relations
    
    Vice President,
Investor Relations, Crystallex International
Corporation
    
    
    
    William A. Faust(9)
Albuquerque, New Mexico
    
    Senior Vice
President and Chief
Operating Officer
    
    Senior Vice-President and Chief Operating
Officer, Crystallex International Corporation
    
    
    
    
 
 Notes:(1)
    
    Member of the Finance and Risk Management Committee. The role of the Finance and Risk
Management Committee is to assist the board of directors in fulfilling its responsibilities
with respect to financial matters (including short- and long-term financings, issuances of
shares, foreign currency, hedging and derivatives transactions, capital expenditures and
long-term commitments and policies and guidelines for the investment of cash) and its
oversight responsibilities with respect to non-financial risk management systems. A copy of
the charter of the Finance and Risk Management Committee may be viewed on the Corporations
website at www.crystallex.com.(2)
    
    Member of the Audit Committee. See Audit Committee below.(3)
    
    Member of the Corporate Governance Committee. The role of the Corporate Governance Committee
is to assist the board of directors in fulfilling its responsibilities with respect to the
composition and operation of the board of directors and committees of the board and corporate
governance standards and practices. A copy of the charter of the Corporate Governance
Committee may be viewed on the Corporations website at www.crystallex.com.(4)
    
    Member of the Environment, Health and Safety and Operations Committee. The role of the
Environment, Health and Safety and Operations Committee is to assist the board of directors
with respect to environment, health and safety matters arising out of the activities of the
Corporation and to oversee the companys operations. A copy of the charter of the
Environment, Health and Safety and Operations Committee may be viewed on the Corporations
website at www.crystallex.com.(5)
    
    Member of the Nominating and Compensation Committee. The role of the Nominating and
Compensation Committee is to assist the board of directors in fulfilling its responsibilities
with respect to the composition of the board of directors, including recommending candidates
for election or appointment as directors of the Corporation, the recruitment and compensation
of the Chief Executive Officer 37




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##### Table of Contents



and other officers of the Corporation, executive compensation disclosure and oversight of
the compensation structure and benefit programs of the Corporation. A copy of the charter
of the Nominating and Compensation Committee may be viewed on the Corporations website at
www.crystallex.com.(6)
    
    Proposed date for the Corporations 2008 annual meeting of shareholders.(7)
    
    Appointed as Chief Financial Officer of the Corporation effective May 15, 2007.(8)
    
    Appointed President, effective June 3, 2008(9)
    
    Appointed Chief Operating Officer and Senior Vice-President effective April 16, 2007.(10)
    
    Appointed Chief Executive Officer June 3. 2008.(11)
    
    Resigned as President and Chief Executive Officer June 3, 2008.   
    
    been a director or officer of any reporting issuer that, while that individual was
acting in that capacity, was the subject of a cease trade or similar order or an order
that denied the reporting issues access to any statutory exemption for a period of more
than 30 consecutive days or was declared bankrupt or made a voluntary assignment in
bankruptcy, made a proposal under any legislation relating to bankruptcy or been
subject to or instituted any proceedings, arrangement or compromise with creditors or
had a receiver, receiver-manager or trustee appointed to hold the assets of that
individual;
    
    been subject to any penalties or sanctions imposed by a court or securities
regulatory authority relating to trading in securities, promotion or management of a
publicly traded issuer or theft or fraud; or
    
    become bankrupt, made a proposal under any legislation relating to bankruptcy or
insolvency or been subject to or instituted any proceedings, arrangement or compromise
with creditors or had a receiver, receiver manager or trustee appointed to hold the
assets of that individual.
   38




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##### Table of Contents



AUDIT COMMITTEE MATTERS
  
 Composition
   
 Charter
  www.crystallex.com
 
 Policy on the Provision of Services by External Auditors
  www.crystallex.com
 
 External Auditors Service Fees
   39




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Year -ended December 31 (US$)2008
    
    
    2007Audit fees(1)
    
    $
    1,179,295
    
    
    $
    1,577,943Audit-related fees(2)
    
    
    75,000
    
    
    $
    Tax fees(3)
    
    
    1,376
    
    
    
    9,195All other fees(4)
    
    
    11,500
    
    
    
    18,683$
    1,267,171
    
    
    $
    1,605,821
 
 Notes:(1)
    
    Fees for audit services include fees associated with annual audit, the reviews of the
Corporations quarterly reports, statutory audits and regulatory filings.(2)
    
    Fees for consultation concerning accounting and reporting matters.(3)
    
    Fees for tax services include tax compliance, tax planning and tax advice services.(4)
    
    All other fees include fees required for regulatory filing requirements and review of
prospectuses 
 CORPORATE GOVERNANCE STATEMENT
 www.crystallex.com
 
 TRANSFER AGENT AND REGISTRAR
  
 MATERIAL CONTRACTS
  
 INTEREST OF EXPERTS
   
 ADDITIONAL INFORMATION
 www.sedar.com.
  40




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41




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##### Table of Contents



SCHEDULE A
 CONSOLIDATED FINANCIAL STATEMENTS
 (AS ATTACHED)




---



##### Table of Contents



SCHEDULE B
 MANAGEMENTS DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




---



##### Table of Contents



SCHEDULE C
 GLOSSARY OF DEFINED TERMS AND TECHNICAL MINING TERMS AND ABBREVIATIONS
 Defined Terms
 20,000 TPD Feasibility Study
    
    The feasibility study completed by SNC-Lavalin and other independent
consultants (including MDA) in September 2003 with respect to the
development of the Las Cristinas project and the construction and operation
of a mining and processing facility at a production rate of 20,000 tonnes
of ore per day. See Las Cristinas Project.2005 Development Plan
    
    The study completed by SNC-Lavalin and other independent consultants
(including MDA) in August 2005 updating the 20,000 TPD Feasibility Study.
See Las Cristinas Project.Consolidated Financial 
Statements
    
    The audited consolidated balance sheets of the Corporation as at December
31, 2007 and 2006, and consolidated statements of operations, cash flows
and shareholders equity of the Corporation for each of the years in the
three year period ended December 31, 2007, including the notes thereto and
the auditors report thereon. A copy of the Consolidated Financial
Statements is attached to this Annual Information Form as Schedule A.Corporation
    
    Crystallex International Corporation.Crystallex Group
    
    The Corporation and its subsidiaries.CVG
    
    Corporacíon Venezolana de Guayana. See Mining in Venezuela  Venezuela.EIS
    
    Environmental Impact Study. See Mining in Venezuela  Environmental Laws.Las Cristinas Deposits
    
    The four areas referred to as Las Cristinas 4, 5, 6, and 7. See Las
Cristinas Project  Location and Property Description.Managements Discussion and
Analysis
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations of the Corporation for the year ended December 31, 2006. A copy
of Managements Discussion and Analysis is attached to this Annual
Information Form as Schedule B.MinAmb
    
    The Ministry of the Environment and Natural Resources. See Mining in
Venezuela  Environmental Laws.MDA
    
    Mine Development Associates. See Las Cristinas Project.2007 Technical Report Update
    
    The 2007 Technical Report Update dated November 7, 2007, prepared by MDA
and SNC-Lavalin with respect to the Las Cristinas project. See Las
Cristinas Project.MIBAM
    
    The Ministry of Basic Industries and Mining (formerly, the Ministry of
Energy and Mines). See Mining in Venezuela  Mining Law.Mine Operating Contract
    
    The Mine Operating Contract between the CVG and the Corporation dated
September 17, 2002, with respect to the Las Cristinas Project. See Las
Cristinas Project  Mine Operating Contract. A copy of the Mine Operating
Contract is attached to this Annual Information Form as Schedule D.NI 43-101
    
    National Instrument 43-101 (Standards of Disclosure for Mineral Projects)
of the Canadian Securities Administrators.




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##### Table of Contents



Qualified Person
    
    A person who: is an engineer or geoscientist with at least five years of
experience in mineral exploration, mine development or operation or mineral
project assessment or any combination of these; has experience relevant to
the subject matter of the mineral project and the technical report; and is
a member in good standing of a professional association.SNC-Lavalin
    
    SNC-Lavalin Inc. See Las Cristinas Project.VAT
    
    Value Added Tax. See Mining in Venezuela  Taxation.VML
    
    Mining Law of 1999. See Mining in Venezuela  Mining Law.Technical Mining TermsAlluvial
    
    Relating to deposits made by flowing water, washed away from one place and
deposited in another.Assay
    
    An analysis to determine the presence, absence or concentration of one or
more chemical components.ball mill
    
    A large steel cylinder containing steel balls into which crushed ore is
fed. The ball mill is rotated, causing the balls to cascade and grind the
ore.Belt
    
    A specific elongate area defined by unique geologic characteristics.Bleb
    
    A small, usually rounded inclusion of one material in another.Breccia
    
    Rock consisting of fragments, more or less angular, in a matrix of
finer-grained material or cementing material.carbon-in-leach (CIL)
    
    A recovery process in which a slurry of gold ore, carbon granules and
cyanide are mixed together. The cyanide dissolves the gold, which is then
adsorbed by the carbon. The loaded carbon is subsequently separated from
the slurry and the gold removed from the carbon.Cathode
    
    A rectangular plate of metal produced by electrolytic refining. A cathode
is typically the finished product of the copper refining process.Chalcopyrite
    
    A copper mineral, the composition of which is copper iron sulphide.Concentrate
    
    A metal rich product from a mineral separation process such as flotation,
from which most of the waste material in the ore has been separated. The
metals are concentrated from the ore and the remainder discarded as
tailings.cut-off grade
    
    The minimum metal grade of which a tonne of rock can be processed on an
economic basis.Deposit
    
    A mineralized body which has been physically delineated by sufficient
drilling, trenching, and/or underground work and found to contain a
sufficient average grade of metal or metals to warrant further exploration
and/or development expenditures. A deposit does not qualify as a
commercially mineable ore body or as containing mineral reserves, until
final legal, technical and economic factors have been resolved.Development
    
    The preparation of a known commercially mineable deposit for mining.




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##### Table of Contents



diamond drill
    
    A type of rotary drill in which the cutting is done by abrasion rather than
percussion. The cutting bit is set with diamonds and is attached to the end
of long hollow rods through which water is pumped to the cutting face. The
drill cuts a core of rock, which is recovered in long cylindrical sections,
an inch or more in diameter.Dissemination
    
    A scattered distribution of generally fine-grained, metal-bearing minerals
throughout a rock body.Dyke
    
    A tabular intrusion, meaning it is sheet or slab-like, that cuts across or
through the host rocks. Dykes vary from a few centimetres to many tens of
metres in thickness and may extend for several kilometres.Extraction
    
    Removal of ore or waste from the ground.Fault
    
    A geological term that refers to a fracture or zone of fractures in the
earths crust along which the rock units on each side of the fracture have
moved relative to one another.feasibility study
    
    A comprehensive study of a deposit in which all geological, engineering,
operating, economic and other relevant factors are considered in sufficient
detail such that the study could reasonably serve as the basis for a final
decision by a financial institution to finance the development of the
deposit for mineral production.Flotation
    
    A milling process by which some mineral particles are induced to become
attached to bubbles of froth and float, and others to sink, so that the
valuable minerals are concentrated and separated from the remaining rock or
mineral material.geophysical surveys
    
    Studies conducted to measure the physical characteristics of a certain area.Geophysics
    
    The study of the earth by quantitative physical methods.gold doré
    
    A bar of gold which contains impurities in excess of 2% and which will be
further refined to almost pure metal.Grade
    
    The concentration or quality of an ore or metal content.Hectare
    
    A square of 100 m on each side, or 2.471 acres.Host
    
    The body of rock in which mineralization of economic interest occurs.Intrusive
    
    A body of igneous rock formed by magma penetrating or intruding into or
between other rocks but solidifying before reaching the surface; in
contrast to lavas or tuffs which are extruded upon the surface.Mill
    
    A plant where ore is ground fine and undergoes physical or chemical
treatment to extract the valuable metals.Mine
    
    An excavation in the earth for the purpose of extracting minerals. The
excavation may be an open-pit on the surface or underground workings.mineral reserve(1)
    
    Mineral Reserve: The economically mineable part of a Measured Mineral
Resource or Indicated Mineral Resource demonstrated by at least a
preliminary feasibility study (which must include adequate information on
mining, processing, metallurgical, economic and other relevant factors that
demonstrate, at the time of reporting, that economic extraction can be
justified). A Mineral Reserve includes diluting materials and allowances
for losses that may occur when material is mined.




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##### Table of Contents



Proven Mineral Reserve: The economically mineable part of a Measured
Mineral Resource demonstrated by at least preliminary feasibility study.Probable Mineral Reserve: The economically mineable part of an Indicated
and, in some circumstances, a Measured Mineral Resource, demonstrated by at
least a preliminary feasibility study.
 
 Note:(1)
    
    As defined in NI 43-101. mineral resource(1)
    
    Mineral Resource:A concentration or occurrence of
natural, solid, inorganic or fossilized organic
material in or on the earths crust in such form and
quantity and of such a grade or quality that it has
reasonable prospects for economic extraction. The
location, quantity, grade, geological
characteristics and continuity of a Mineral Resource
are known, estimated or interpreted from specific
geological evidence and knowledge.Measured Mineral Resource:That part of a Mineral
Resource for which quantity, grade or quality,
densities, shape, physical characteristics are so
well established that they can be estimated with
confidence sufficient to allow the appropriate
application of technical and economic parameters, to
support production planning and evaluation of the
economic viability of the deposit. The estimate is
based on detailed and reliable exploration, sampling
and testing information gathered through appropriate
techniques from locations such as outcrops,
trenches, pits, workings and drill holes that are
spaced closely enough to confirm both geological and
grade continuity.Indicated Mineral Resource:That part of a Mineral
Resource for which quantity, grade or quality,
densities, shape and physical characteristics, can
be estimated with a level of confidence sufficient
to allow the appropriate application of technical
and economic parameters to support mine planning and
evaluation of the economic viability of the deposit.
The estimate is based on detailed and reliable
exploration and testing information gathered through
appropriate techniques from locations such as
outcrops, trenches, pits, workings and drill holes
that are spaced closely enough for geological and
grade continuity to be reasonably assumed.Inferred Mineral Resource:That part of a Mineral
Resource for which quantity and grade or quality can
be estimated on the basis of geological evidence and
limited sampling and reasonably assumed, but not
verified, geological and grade continuity. The
estimate is based on limited information and
sampling gathered through appropriate techniques
from locations such as outcrops, trenches, pits,
workings and drill holes.Mineralization
    
    The natural process by which sometimes valuable
minerals are aggregated, resulting in a potential
ore deposit.Ore
    
    A natural aggregate of one or more minerals which,
at a specified time and place, may be mined and sold
at a profit, or from which some part may be
profitably separated.Oxidation
    
    A chemical reaction caused by exposure to oxygen
that results in a change in the chemical composition
of a mineral.Oxide
    
    An adjective applied to a rock, mineral resource or
mineral reserve indicating that it has been
subjected to oxidation through weathering and
exposure to the surface elements or ground water.




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##### Table of Contents



Plunge
    
    The vertical angle between a horizontal plane and
the line of maximum elongation of an orebody.Pulp
    
    A mixture of ground ore and water capable of flowing
through suitably graded channels as a fluid.pyrite
    
    A mineral, the composition of which is iron sulphide.Quartz
    
    A mineral composed of silicon dioxide.
 
 Note:(1)
    
    As defined in NI 43-101. reclamation
    
    The process by which lands disturbed as a result of mining activity are brought
back to beneficial land use. Reclamation activity includes the removal of
buildings, equipment, machinery and other physical remnants of mining, closure
of tailings impoundments, leach pads and other mine features and contouring,
covering and revegetation of waste rock piles and other disturbed areas.recovery
    
    A term used in process metallurgy to indicate the proportion of valuable
material obtained in the processing of an ore. It is generally stated as a
percentage of valuable metal in the ore that is recovered compared to the total
valuable metal present in the ore.recovery rate
    
    The percentage of a particular metal contained in ore that is recovered during
processing.refining
    
    The final stage of metal production in which impurities are removed from the
molten metal.refractory ore
    
    Gold mineralized material in which the gold is not amenable to recovery by
conventional cyanide methods without any pre-treatment. The refractory nature
can be either silica or sulphide encapsulation of the gold or the presence of
naturally occurring carbons which reduce gold recovery.royalty interest
    
    Generally, a percentage interest that is tied to some production unit such as
tonne of concentrate or ounce of gold produced. A common form of royalty
interest is a net smelter return.sample
    
    Small amount of material that is supposed to be typical or representative of the
object being sampled.sedimentary
    
    A rock formed from cemented or compacted sediments deposited in horizontal
strata.sediments
    
    The debris resulting from the weathering and break-up of pre-existing rocks.shoot
    
    A body of ore, usually in elongated form, extending downward or upward in a vein.smelter
    
    A plant where concentrates are processed into an upgraded product.smelting
    
    A pyro-metallurgical operation in which metal is separated from impurities by a
process that includes fusion.strike
    
    A geological term that refers to the compass direction on a map that layered
rock units or faults run.stripping ratio
    
    The ratio of waste removed to ore processed.




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##### Table of Contents



sulphides
    
    Minerals that are compounds of sulphur together with one or more other elements
(such as iron, copper, lead, zinc and arsenic).tailings
    
    The material that remains after all metals considered economic have been removed
from ore during milling.tuff
    
    A finer grained pyroclastic rock made up mostly of volcanic ash.vein
    
    An epigenetic mineral filling of a fault or other fracture, in tabular or
sheet-like form, often with associated replacement of the host rock.waste
    
    Barren rock in a mine, or mineralized material that is too low in grade to be
mined and milled at a profit.
 Abbreviations
 g/t
    
    Grams per tonne.m
    
    Metre.oz
    
    Ounce(s).t
    
    Tonnes.ton
    
    A dry short ton (2,000 pounds).tonne
    
    A metric ton (1,000 kilograms or 2,204.62 pounds).tpa
    
    Tonnes per annum.
 Metric/Imperial Conversion Table
  Metric Unit
    
    Imperial EquivalentGram
    
    0.03215 troy ouncesHectare
    
    2.4711 acresKilogram
    
    2.20462 poundsKilometre
    
    0.62139 milesMetre
    
    3.2808 feetTonne
    
    1.1023 short tons




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##### Table of Contents



SCHEDULE D
 MINE OPERATING CONTRACT AND RELATED DOCUMENTS




---



##### Table of Contents



MINE OPERATION AGREEMENT
  
  
  CRISTINA 4, CRISTINA 5, CRISTINA 6 AND CRISTINA 7  MINING OPERATION CONTRACT
  WHEREAS
   D-2




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##### Table of Contents



CLAUSE FIRST  INTERPRETATION
 Definitions
            D-3




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##### Table of Contents



CLAUSE SECOND  PURPOSE OF THE CONTRACT
   POINT
    
    NORTH (m)
    
    EAST (m)BOT  1
    
    683,208.00
    
    666,284.00BOT  2
    
    685,208.00
    
    666,284.00BOT  3
    
    685,208.00
    
    671,284.00BOT  4
    
    683,208.00
    
    671,284.00
  POINT
    
    NORTH (m)
    
    EAST (m)BOT  1
    
    685,208.00
    
    671,284.00BOT  2
    
    685,208.00
    
    668,340.00BOT  3
    
    687,070.00
    
    668,340.00BOT  4
    
    687,070.00
    
    673,340.00BOT  5
    
    685,208.00
    
    673,340.00
  POINT
    
    NORTH (m)
    
    EAST (m)BOT  1
    
    685,208.00
    
    668,340.00BOT  2
    
    685,208.00
    
    663,340.00BOT  3
    
    687,070.00
    
    663,340.00BOT  4
    
    687,070.00
    
    668,340.00
  POINT
    
    NORTH (m)
    
    EAST (m)BOT  1
    
    687,070.00
    
    663,340.00BOT  2
    
    689,070.00
    
    663,340.00BOT  3
    
    689,070.00
    
    668,340.00BOT  4
    
    687,070.00
    
    668,340.00
 D-4




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##### Table of Contents



CLAUSE THIRD  INVESTMENT PROGRAM
  CLAUSE FOURTH  EXPLOITATION PLANS
    CLAUSE FIFTH  PRODUCTION VOLUME
   D-5




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##### Table of Contents



CLAUSE SIXTH  ECONOMIC COMPENSATION
  
    
    Initial Payment: The amount of FIFTEEN MILLION DOLLARS OF THE UNITED STATES OF
AMERICA (US$15,000,000.00) corresponding to eight percent (8%) of the value of the
investments made within the Project, such as: reports, digitized information, camp,
drilling, which payment shall be made by CRYSTALLEX within five (5) bank working days
following execution hereof, after the instructions of THE CORPORATION.
    
    Minimum monthly payment on account of royalty calculated on the commercial value of
the monthly gross production in percentage terms, which is to be paid once the
construction state is completed:
 GOLD:US$ Price/Troy ounce

     %

Less than 280 $/ounce
    
    
    1.00Equal to or more than 280 $/ounce and less than 350 $/ounce
    
    
    1.50Equal to or more than 350 $/ounce and less than 400 $/ounce
    
    
    2.00More than 400 $/ounce
    
    
    3.00
  CLAUSE SEVENTH  SPECIAL ADVANTAGES
  FOR YEAR 2002:
 
    
    To generate 50 jobs and bear the costs of maintenance of the facilities and of the
24 people currently working
    
    To continue with the technical assistance to the five (5) Small Miners Associations
operating in the Project Small Miners area.
    
    To bear the costs of maintenance, supplies, and other operation expenses of the
Centro Medico Asistencial Las Claritas, which shall provide services to the project
personnel and to the community, and transforming the same from Ambulatory Rural Type II
to Ambulatory Urban Type L
 FOR YEAR 2003:
 
    
    To generate 50 additional jobs during the twelve (12) months of the year
    
    To build at least 30 houses in the local Community of Santo Domingo.
    
    To train personnel in the Community to handle the necessary machinery and equipment
for mining operations.
    
    To develop Social Programs for the benefit of the Community
 1.
    
    Installation and integration of clean water treatment plants:
 
    
    Km 88  Santa Lucia de Inaguay  Las Claritas  Nueves Claritas  Santo
Domingo
    
    Las Manacas  El ????  Araymatepury
 2.
    
    Construction of sewerage systems:
 D-6




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##### Table of Contents




    
    Las Claritas  Nuevas Claritas  Santo Domingo
 3.
    
    Improvement and Paving of the existing road between Kilometer 85 and
Las Cristinas
 Centro Medico
Asistencial Las Claritas
 CLAUSE EIGHTH  CRYSTALLEXS OBLIGATIONS
          D-7




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##### Table of Contents



CLAUSE NINTH  THE CORPORATIONS OBLIGATIONS
      CLAUSE TENTH  BONDS OR GUARANTIES
 Acia de Inicio
  D-8




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##### Table of Contents



CLAUSE ELEVENTH  TECHNICAL SUPERVISION
 Gerencia Técnica de Enlace
 CLAUSE TWELFTH  SMALL MINERS
  CLAUSE THIRTEENTH  NOTICES
  
 
  D-9




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##### Table of Contents



CLAUSE FOURTEENTH  BREACH
       CLAUSE FIFTEENTH  FORCE MAJEURE
  CLAUSE SIXTEENTH  TERMINATION OF THE CONTRACT
   D-10




---



##### Table of Contents



CLAUSE SEVENTEENTH  ENVIRONMENTAL LEGISLATION
     CLAUSE EIGHTEENTH  TERM OF THE CONTRACT
   CLAUSE NINETEENTH  SETTLEMENT OF CONFLICTS
  CLAUSE TWENTIETH  ASSIGNMENT OF CONTRACT
  CLAUSE TWENTY-FIRST  REPRESENTATIONS
  D-11




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##### Table of Contents



CLAUSE TWENTY-SECOND  COMPLEMENTARY PROVISIONS
    CLAUSE TWENTY-THIRD  APPLICABLE LAW
  CLAUSE TWENTY-FOURTH  RESCISSION OF CONTRACT
  D-12




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##### Table of Contents



CLAUSE TWENTY-FIFTH  DOMICILE
   By THE CORPORATION
    
    By CRYSTALLEX(Sgd.) (Illegible)
    
    (Sgd.) (Illegible)
 Inpreabogado
    D-13




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##### Table of Contents



D-14




---



##### Table of Contents



Decree No. 1.757
    
    April 29, 2002
 HUGO CHAVEZ FRIAS
President of the Republic
  WHEREAS
  WHEREAS
  WHEREAS
  DECREES
 Article 1°
 Article 2°
  Datum La Canoa
    
    Datum Sirgas-Regven
 POINT
    
    NORTH(m)
    
    EAST (m)
    
    NORTH (m)
    
    EAST (m)BOT-1
    
    
    683,208.00
    
    
    
    666,284.00
    
    
    
    682,850.76
    
    
    
    666,093.52BOT-2
    
    
    685,208.00
    
    
    
    666,284.00
    
    
    
    684,850.76
    
    
    
    666,093.52BOT-3
    
    
    685,208.00
    
    
    
    671,284.00
    
    
    
    684,850.76
    
    
    
    671,093.50BOT-4
    
    
    683,208.00
    
    
    
    671,284.00
    
    
    
    682,850.78
    
    
    
    671,093.50
 Article 3°
 D-15




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##### Table of Contents



Datum La Canoa
    
    Datum Sirgas-Regven
 POINT
    
    NORTH(m)
    
    EAST (m)
    
    NORTH (m)
    
    EAST (m)BOT-1
    
    
    685,208.00
    
    
    
    671,284.00
    
    
    
    684,850.77
    
    
    
    671,093.50BOT-2
    
    
    685,208.00
    
    
    
    668,340.00
    
    
    
    684,850.77
    
    
    
    668,149.50BOT-3
    
    
    687,070.00
    
    
    
    668,340.00
    
    
    
    686,712.76
    
    
    
    668,149.50BOT-4
    
    
    687,070.00
    
    
    
    673,340.00
    
    
    
    686,712.78
    
    
    
    673,149.49BOT-5
    
    
    685,208.00
    
    
    
    673,340.00
    
    
    
    684,850.77
    
    
    
    673,149.49
 Article °4
 Datum La Canoa
    
    Datum Sirgas-Regven
 POINT
    
    NORTH(m)
    
    EAST (m)
    
    NORTH (m)
    
    EAST (m)BOT-1
    
    
    685,208.00
    
    
    
    668,340.00
    
    
    
    684,850.77
    
    
    
    668,149.50BOT-2
    
    
    685,208.00
    
    
    
    663,340.00
    
    
    
    684,850.75
    
    
    
    663,149.52BOT-3
    
    
    687,070.00
    
    
    
    663,340.00
    
    
    
    686,712.74
    
    
    
    663,149.52BOT-4
    
    
    687,070.00
    
    
    
    668,340.00
    
    
    
    686,712.76
    
    
    
    668,149.50
 Article 5°
 Datum La Canoa
    
    Datum Sirgas-Regven
 POINT
    
    NORTH(m)
    
    EAST (m)
    
    NORTH (m)
    
    EAST (m)BOT-1
    
    
    887,070.00
    
    
    
    563,340.00
    
    
    
    686,712.74
    
    
    
    663,149.52BOT-2
    
    
    689,070.00
    
    
    
    663,340.00
    
    
    
    688,712.73
    
    
    
    663,149.51BOT-3
    
    
    689,070.00
    
    
    
    668,340.00
    
    
    
    688,712.75
    
    
    
    668,149.50BOT-4
    
    
    687,070.00
    
    
    
    668,340.00
    
    
    
    686,712.73
    
    
    
    668,149.50
 Article 6°
 Article 7°
 Article 8°
   HUGO CHAVEZ FRIAS
 D-16




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##### Table of Contents



AGREEMENT BETWEEN THE MINISTRY OF ENERGY AND MINES
AND THE CVG WITH RESPECT TO THE LAS CRISTINAS DEPOSITS
 
    Huso
 Datum La Canoa
    
    Datum Sirgas-Regven
 POINT
    
    NORTH(m)
    
    EAST (m)
    
    NORTH (m)
    
    EAST (m)BOT-1
    
    
    683,208.00
    
    
    
    666,284.00
    
    
    
    682,850.76
    
    
    
    666,093.52BOT-2
    
    
    685,208.00
    
    
    
    666,284.00
    
    
    
    684,850.76
    
    
    
    666,093.52BOT-3
    
    
    685,208.00
    
    
    
    671,284.00
    
    
    
    684,850.76
    
    
    
    671,093.50BOT-4
    
    
    683,208.00
    
    
    
    671,284.00
    
    
    
    682,850.78
    
    
    
    671,093.50
 D-17




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##### Table of Contents



Huso
 Datum La Canoa
    
    Datum Sirgas-Regven
 POINT
    
    NORTH(m)
    
    EAST (m)
    
    NORTH (m)
    
    EAST (m)BOT-1
    
    
    685,208.00
    
    
    
    671,284.00
    
    
    
    684,850.77
    
    
    
    671,093.50BOT-2
    
    
    685,208.00
    
    
    
    668,340.00
    
    
    
    684,850.77
    
    
    
    668,149.50BOT-3
    
    
    687,070.00
    
    
    
    668,340.00
    
    
    
    686,712.76
    
    
    
    668,149.50BOT-4
    
    
    687,070.00
    
    
    
    673,340.00
    
    
    
    686,712.78
    
    
    
    673,149.49BOT-5
    
    
    685,208.00
    
    
    
    673,340.00
    
    
    
    684,850.77
    
    
    
    673,149.49
 Huso
 Datum La Canoa
    
    Datum Sirgas-Regven
 POINT
    
    NORTH(m)
    
    EAST (m)
    
    NORTH (m)
    
    EAST (m)BOT-1
    
    
    685,208.00
    
    
    
    668,340.00
    
    
    
    684,850.77
    
    
    
    668,149.50BOT-2
    
    
    685,208.00
    
    
    
    663,340.00
    
    
    
    684,850.75
    
    
    
    663,149.52BOT-3
    
    
    687,070.00
    
    
    
    663,340.00
    
    
    
    686,712.74
    
    
    
    663,149.52BOT-4
    
    
    687,070.00
    
    
    
    668,340.00
    
    
    
    686,712.76
    
    
    
    668,149.50
 Huso
 Datum La Canoa
    
    Datum Sirgas-Regven
 POINT
    
    NORTH(m)
    
    EAST (m)
    
    NORTH (m)
    
    EAST (m)BOT-1
    
    
    687,070.00
    
    
    
    663,340.00
    
    
    
    686,712.74
    
    
    
    663,149.52BOT-2
    
    
    689,070.00
    
    
    
    663,340.00
    
    
    
    688,712.73
    
    
    
    663,149.51BOT-3
    
    
    689,070.00
    
    
    
    668,340.00
    
    
    
    688,712.75
    
    
    
    668,149.50BOT-4
    
    
    687,070.00
    
    
    
    668,340.00
    
    
    
    686,712.73
    
    
    
    668,149.50
     D-18




---



##### Table of Contents



Fisco Nacional
 Fisco National
     force majeure
    D-19




---



##### Table of Contents



(Sgd.) (Illegible)
    
    (Sgd.) (Illegible)By the Ministry of
    
    By the CorporationEnergy and Mines
    
    Venezolana de Guayana
 D-20




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##### Table of Contents



Inpreabogado
 D-21




---



##### Table of Contents



Inpreabogado
 D-22




---



##### Table of Contents



SCHEDULE E
 AUDIT COMMITTEE CHARTER
 1. General
 (1)
    
    The board of directors (Board) of Crystallex International Corporation (Corporation) has
established the Audit Committee (Committee) to assist the Board in fulfilling its corporate
governance and oversight responsibilities with respect to the accounting and financial
reporting processes, internal financial control structure, financial risk management systems
and external audit function.(2)
    
    The composition, responsibilities and authority of the Committee are set out in this Charter.(3)
    
    This Charter and the by-laws of the Corporation and such other procedures, not inconsistent
therewith, as the Committee may adopt from time to time, shall govern the meetings and
procedures of the Committee.2.
    
    Composition
 (1)
    The Committee shall be composed of at least three directors of the Corporation (Members):(a)
    
    all of whom are independent(as determined by the Board in accordance with the
Policy on Independence of Directors of the Corporation);(b)
    
    all of whom are financially literate(i.e., have the ability to read and
understand a set of financial statements that present a breadth and level of complexity
of accounting issues that are generally comparable to the breadth and complexity of the
accounting issues that can reasonably be expected to be raised by the financial
statements of the Corporation); and(c)
    
    at least one of whom is financially sophisticated(i.e., has past employment
experience in finance or accounting, requisite professional certification in accounting
or other comparable experience or background that results in his/her financial
sophistication).
 (2)
    
    Members shall be appointed by the Board and shall serve until they resign, cease to be a
Director or are removed or replaced by the Board.(3)
    
    The Board shall designate one of the Members as chair of the Committee (Chair).(4)
    
    The Secretary of the Corporation shall be secretary of the Committee (Secretary).3.
    
    Responsibilities
   Managing, on behalf of the Shareholders of the Corporation, the Relationship between the
Corporation and its External Auditors
  (a)
    
    appointing the external auditors, subject to shareholder approval;(b)
    
    setting the compensation of the external auditors;
 E-1




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##### Table of Contents



(c)
    
    overseeing the work of the external auditors, including the resolution of
disagreements between management and the external auditors with respect to financial
reporting;(d)
    
    pre-approving all audit services and permitted non-audit services to be
provided to the Corporation and its subsidiary entities by the external auditors;(e)
    
    having the external auditors report to the Committee in a timely manner with
respect to all required matters, including those set out in paragraph 3.2;(f)
    
    reviewing and approving the hiring policies of the Corporation with respect to
present and former partners and employees of the current and former external auditors;(g)
    
    overseeing the rotation of the audit partner having primary responsibility for
the external audit of the Corporation, the audit partner responsible for reviewing the
external audit and the external auditors at such intervals as may be required;(h)
    
    overseeing any change in the external auditors, including the notice of change
of auditors required under applicable laws; and(i)
    
    reviewing and assessing the performance, independence and objectivity of the
external auditors.
 3.2
    
    Overseeing the External Audit
  (a)
    
    reviewing and approving the engagement letter and the audit plan, including
financial risk areas identified by the external auditors and management, and
facilitating coordination where more than one audit firm is involved;(b)
    
    reviewing and assessing the accounting and reporting practices and principles
used by the Corporation in preparing its financial statements, including:
 (1)
    
    all significant accounting policies and practices used,
including any changes from preceding years and any proposed changes for future
years;(2)
    
    all significant financial reporting issues, estimates and
judgments made;(3)
    
    all alternative treatments of financial information discussed
by the external auditors and management, the results of such discussions and
the treatments preferred by the external auditors;(4)
    
    any material issues identified by the external auditors with
respect to the adequacy of the internal financial control structure and any
special audit steps adopted in light of material deficiencies or weaknesses;(5)
    
    the effect of regulatory and accounting initiatives and
off-balance sheet transactions or structures on the financial statements;(6)
    
    any errors or omissions in, and any required restatement of,
the financial statements for preceding years;(7)
    
    all significant tax issues;(8)
    
    the reporting of all material contingent liabilities and
related party transactions; and(9)
    
    any material written communications between the external
auditors and management;
 E-2




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##### Table of Contents



(c)
    
    reviewing and assessing the results of the external audit and the external
auditors opinion on the financial statements, including:
 (1)
    
    the scope and quality of the external and internal audit work
performed;(2)
    
    the resources required to carry out the audit work performed;(3)
    
    the cooperation and any lack of cooperation received by the
external auditors from employees of the Corporation; and(4)
    
    the contents of the audit report;
 (d)
    
    reviewing and discussing with the external auditors and management any
management or internal control letters issued or proposed to be issued by the external
auditors;(e)
    
    reviewing and discussing with the external auditors any problems or
difficulties encountered by them in the course of their audit work and managements
response (including any restrictions on the scope of activities or access to requested
information and any significant disagreements with management); and(f)
    
    reviewing and discussing with legal counsel and other advisors matters that may
have a material impact on the financial statements, operations, assets or compliance
policies of the Corporation and any material reports or enquiries received by the
Corporation and its subsidiary entities from regulators or government agencies.
 3.3 Reviewing and Approving and Recommending to the Board for Approval the Financial Statements,
MD&A and Interim Reports of the Corporation
 MD&A
 (a)
    
    the quality and appropriateness of accounting and reporting practices and
principles and any changes thereto;(b)
    
    major estimates or judgments, including alternative treatments of financial
information discussed by management and the external auditors, the results of such
discussions and the treatments preferred by the external auditors;(c)
    
    material financial risks;(d)
    
    material transactions;(e)
    
    material adjustments;(f)
    
    compliance with loan agreements;(g)
    
    material off-balance sheet transactions and structures;(h)
    
    related party transactions;(i)
    
    compliance with accounting standards;(j)
    
    compliance with legal and regulatory requirements; and(k)
    
    disagreements with management.
 E-3




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##### Table of Contents



3.4 Overseeing Internal Financial Control Structure and Financial Risk Management Systems
  (a)
    
    reviewing and discussing with management and the external auditors the quality
and adequacy of the internal control over financial reporting structure of the
Corporation including any material deficiencies or weakness and the steps taken by
management to rectify these deficiencies or weaknesses;(b)
    
    reviewing and discussing with management and the external auditors the quality
and adequacy of the financial risk management systems of the Corporation including the
major financial risk exposures of the Corporation and the steps taken by management to
monitor and control these exposures;(c)
    
    reviewing and discussing with management and the external auditors the
establishment of and compliance with the Code of Business Conduct and Ethics of the
Corporation; and(d)
    
    reviewing and discussing with the Chief Executive Officer and the Chief
Financial Officer of the Corporation the procedures undertaken by them in connection
with the certifications required to be given by them in connection with annual and
other filings required to be made by the Corporation under applicable securities laws.
 3.5 Establish and Review Certain Procedures
  (a)
    
    the review of the public disclosure of financial information extracted from the
financial statements of the Corporation;(b)
    
    the receipt, retention and treatment of complaints received by the Corporation
with respect to accounting, internal accounting controls or auditing matters; and(c)
    
    the confidential, anonymous submission by employees of the Corporation of
concerns regarding questionable accounting or auditing matters.
 3.6 Other
  (a)
    
    in cooperation with the Board and management, develop a calendar of activities
and a meeting schedule for each year;(b)
    
    review the operating and capital budgets of the Corporation;(c)
    
    annually and more frequently if appropriate, review the funding and
administration of the employee benefit plans of the Corporation; and(d)
    
    review and discuss with management and the external auditors any material
difficulties or problems with regulatory or government agencies with respect to
financial matters and managements response thereto.
 3.7 Matters for which the Audit Committee is not Responsible
  E-4




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##### Table of Contents



(a)
    
    planning and conducting the external audit;(b)
    
    ensuring that the financial statements of the Corporation have been prepared in
accordance with generally accepted accounting principles;(c)
    
    ensuring that the financial statements of the Corporation and the other
financial information of the Corporation contained in regulatory filings and other
public disclosure of the Corporation fairly present in all material respects the
financial condition, results of operations and cash flows of the Corporation;(d)
    
    ensuring the adequacy of the internal control over financial reporting
structure and the financial risk management systems of the Corporation; and(e)
    
    ensuring compliance with applicable laws and regulations or the Code of
Business Conduct and Ethics of the Corporation.
 4.
    
    Authority(1)
    
    The Committee is authorized to carry out its responsibilities as set out in this Charter and
to make recommendations to the Board arising therefrom.(2)
    
    The Committee may delegate to the Chair and to the Chief Financial Officer of the Corporation
(CFO) the authority, within specified limits, to authorize in advance all engagements of the
external auditors to provide pre-approved services to the Corporation and its subsidiary
entities. The Chair and the CFO shall report all engagements authorized by them to the
Committee at its next meeting.(3)
    
    The Committee shall have direct and unrestricted access to the external auditors, officers
and employees and information and records of the Corporation.(4)
    
    The Committee is authorized to retain, and to set and pay the compensation of, independent
legal counsel and other advisors if it considers this appropriate.(5)
    
    The Committee is authorized to invite officers and employees of the Corporation and outsiders
with relevant experience and expertise to attend or participate in its meetings and
proceedings if it considers this appropriate.(6)
    
    The external auditors shall have direct and unrestricted access to the Committee and shall
report directly to the Committee.(7)
    
    The Corporation shall pay directly or reimburse the Committee for the expenses incurred by
the Committee in carrying out its responsibilities.5.
    
    Meetings and Proceedings(1)
    
    The Committee shall meet at least five times each year and not less frequently than once each
calendar quarter.(2)
    
    Any Member or the Secretary may call a meeting of the Committee. The external auditors or
the CFO may ask a Member to call a meeting of the Committee.(3)
    
    The Chair is responsible for the agenda of each meeting of the Committee, including input
from the officers and employees of the Corporation, the external auditors, other Members and
other directors of the Corporation as appropriate. Meetings will include presentations by
management or professional advisors and consultants when appropriate and allow sufficient time
to permit a full and open discussion of agenda items.
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(4)
    
    Unless waived by all Members, a notice of each meeting of the Committee confirming the date,
time, place and agenda of the meeting, together with any supporting materials, shall be
forwarded to each Member at least three days before the date of the meeting.(5)
    
    The quorum for each meeting of the Committee is two Members. In the absence of the Chair,
the other Members may appoint one of their number as chair of a meeting. The chair of a
meeting shall not have a second or casting vote.(6)
    
    The Chair or his delegate shall report to the Board following each meeting of the Committee.(7)
    
    The Secretary or his delegate shall keep minutes of all meetings of the Committee, including
all resolutions passed by the Committee. Minutes of all meetings shall be distributed to the
Members and the other directors of the Corporation after preliminary approval thereof by the
Chair.(8)
    
    An individual who is not a Member may be invited to attend a meeting of the Committee for all
or part of the meeting. The Chair of the Board, the President and Chief Executive Officer of
the Corporation, the CFO and the engagement partners at the external auditors have a standing
invitation to attend all meetings of the Committee except those meetings or parts of meetings
where the Committee meets alone or in private session with management, the external auditors
or professional advisors and consultants.(9)
    
    The Committee shall meet regularly alone and in private sessions with management and the
external auditors to facilitate full communication.6.
    
    Self Assessment(1)
    
    The Committee and the Board shall annually assess the effectiveness of the Committee with a
view to ensuring that the performance of the Committee accords with best practices.(2)
    
    The Committee and the Board shall annually review and update this Charter as required.
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SCHEDULE F
 POLICY ON INDEPENDENCE OF DIRECTORS
 1.
    
    Background
 Board Corporation
 Directors
 2.
    
    Purpose
  (a)
    
    to set out the test that the Board will use to determine whether a Director is
independent;(b)
    
    to identify the criteria that the Board will use to assess whether a Director
is independent; and(c)
    
    to describe the disclosure that the Board will provide to the shareholders of
the Corporation with respect to its determination of the independence of Directors.
 3.
    
    Test of Independence
  Independent of management or any other direct or indirect material business or other
relationship with the Corporation and its subsidiaries and any other entity that is
consolidated with the Corporations financial statements (Crystallex Group) that
could interfere with the exercise of independent judgment by the Director or the
ability of the Director to act in the best interests of the Corporation.
 4.
    
    Assessment Process
   Prescribed Requirements
 5.
    
    Criteria used to Assess Independence
  (1)
    
    Is not an officer or employee neither the Director nor an immediate family member of the
Director is, or within the last three years has been, an officer or employee of a member of
the Crystallex Group.
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An immediate family memberof an individual is the individuals spouse, parent, child,
sibling, mother-in-law, father-in-law, sister-in-law, brother-in-law, daughter-in-law,
son-in-law and anyone, other than an employee, who resides in the individuals home.An officerof an entity includes an individual who performs a policy making function in
respect of the entity or who makes, or participates in making, decisions that affect all or
a substantial part of the business of the entity, whether or not the individual is employed
by the entity and whether or not the individual does so directly or through another entity.A Director may be considered to be independent if an immediate family member of the Director
is only an employee of a member of the Crystallex Group.(2)
    
    Is not a substantial shareholder the Director is not a substantial shareholder of a member
of the Crystallex Group or affiliated with a substantial shareholder of a member of the
Crystallex Group.A substantial shareholderof an entity is a person who beneficially owns, directly or
indirectly, or exercises control or direction over, 10% or more of the voting interests of
the entity.An individual is affiliatedwith an entity if the individual is a director, officer,
employee, principal, partner or managing director of, or occupies a similar position with,
the entity or is a substantial shareholder of the entity.A Director who is a director of a substantial shareholder of a member of the Crystallex
Group may be considered to be independent if the Director is independent of the substantial
shareholder.(3)
    
    Has no material contractual relationship the Director does not have any material
contractual relationship with a member of the Crystallex Group other than as a Director.The test of whether a contractual relationship is materialwill be based on all the
circumstances relevant to the Director.(4)
    
    Does not receive consulting or other advisory fees or payments neither the Director nor an
immediate family member or related entity of the Director receives, or within the last three
years has received, consulting or other advisory fees or payments from the Crystallex Group
that in any year exceed the lesser of C$75,000 and the Canadian dollar equivalent of
US$60,000, other than compensation for Board services, payments arising from investments in
securities of the Corporation or, in the case of an immediate family member who is not an
officer of a member of the Crystallex Group, compensation for services as an employee of a
member of the Crystallex Group.An entity is a related entityof a Director if the Director or an immediate family member of
the Director is a director, officer, employee, principal, partner or managing director of,
or occupies a similar position with, the entity or is a substantial shareholder of the
entity.(5)
    
    Does not receive incentive compensation the Director does not participate in any share
based incentive scheme or performance related pay scheme of the Crystallex Group.This criterion does not preclude the payment of all or part of a Directors compensation for
Board services in the form of shares or options to receive shares of the Corporation.(6)
    
    Is not a professional consultant or advisor neither the Director nor an immediate family
member of the Director is, or within the last three years has been, an auditor or other
professional consultant or advisor to a member of the Crystallex Group or affiliated with an
auditor or other professional consultant or advisor to a member of the Crystallex Group.A professional consultantor advisorincludes an entity that provides accounting, actuarial,
consulting, legal, investment banking or financial advisory services.
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A Director may be considered to be independent if an immediate family member of the Director
is only an employee of an auditor or other professional consultant or advisor to a member of
the Crystallex Group and does not participate in a material way in the provision of services
to the member of the Crystallex Group by the auditor or other professional consultant or
advisor.(7)
    
    Is not a material supplier or customer neither the Director nor an immediate family member
of the Director is, or within the last three years has been, a material supplier or customer
of the Crystallex Group or affiliated with a material supplier or customer of the Crystallex
Group.A material supplieror customerof the Crystallex Group is a person to which the Crystallex
Group made or from which Crystallex Group received payments (other than payments arising
from investments in securities of the Corporation) in any year that exceed the greater of 5%
of the consolidated gross revenues of the person for the year and the Canadian dollar
equivalent of US$200,000.(8)
    
    Has no board remuneration committee connection neither the Director nor an immediate family
member of the Director is, or within the last three years has been, an officer of any entity,
the compensation committee of which includes, or within the last three years included, an
officer of the Corporation.(9)
    
    Has no other material business relationship neither the Director nor an immediate family
member or related entity of the Director has, or within the last three years has had, directly
or indirectly, any other material business relationship with the Crystallex Group.The test of whether a business relationship is materialwill be based on the circumstances
relevant to the Director.(10)
    
    Has no significant links with other Directors the Director does not hold
cross-directorships or have any significant links with any other Director (e.g., through
involvement in other entities) that would materially interfere with the exercise of
independent judgment by the Director or the ability of the Director to act in the best
interests of the Crystallex Group.(11)
    
    Has not served too long the Director has not served on the Board for a period that could,
or could reasonably be perceived to, materially interfere with the Directors ability to act
in the best interests of the Crystallex Group.(12)
    
    Is independent in character and judgment the Director is independent in character and
judgment.6.
    
    Disclosure
  (a)
    
    identifying which Directors are and are not independent and the basis of the
determination of independence;(b)
    
    explaining any determination of independence of a Director who does not satisfy
all the criteria set out above; and(c)
    
    describing all the material relationships of each Director with the Crystallex
Group (whether or not falling within the criteria set out above), including
relationships which the Board believes do not affect independence but which the Board
believes could be perceived as interfering with the exercise of independent judgement
by the Director or the ability of the Director to act in the best interests of the
Crystallex Group.
  F-3