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UNITED
        STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM
      20-F/A No. 2

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| | REGISTRATION STATEMENT
        PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ------------------------------------------------------------------------------------------------------
| |                                                                                                       
| | OR                                                                                                    
| |                                                                                                       
| | ANNUAL REPORT PURSUANT
        TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934          
| | For the fiscal year
        ended December 31, 2002                                                   
| |                                                                                                       
| | OR                                                                                                    
| |                                                                                                       
| | TRANSITION REPORT PURSUANT
        TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934      
| | For the transition
        period from_______________ to                                              

Commission
      file number: 1-14620

CRYSTALLEX
        INTERNATIONAL CORPORATION(Exact name of Registrant as specified in its
  charter)

Crystallex
      International Corporation(Translation
  of Registrant's name into English)

Canada(Jurisdiction of incorporation or organization)

18
        King Steet East, Suite 1210, Toronto, Ontario, Canada M5C 1C4(Address of principal executive offices)

Securities
    registered or to be registered pursuant to Section 12(B) of the Act:

|Title
            of each class         | Name of each
            exchange on which registered
|--------------------------------------- | -----------------------------------------------------
|Common Shares without
        par value | American Stock Exchange                              
|                                        | Toronto Stock Exchange                               

Securities registered
    or to be registered pursuant to Section 12(g) of the Act:None(Title of Class)

Securities for which there
    is a reporting obligation pursuant to Section 15 (d) of the Act:None

As of December 31, 2002,
    the registrant had outstanding:91,722,278 Common Shares; No Class A Preference Shares; No Class B Preference
  Shares

As of July 28, 2003, the
    registrant had outstanding:112,108,534 Common Shares; No Class A Preference Shares; No Class B Preference
    Shares

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Indicate by check mark
      whether the registrant (1) has filed all reports required to be filed by
      Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
      12 months (or for such shorter period that the registrant was required
      to file such report(s), and (2) has been subject to such filing requirements
      for the past 90 days:


|Yes |  | No
|--- |  | --

Indicate by check mark
      which financial statement item the registrant has elected to follow:


|Item
          17 |  | Item
        18
|----------------- |  | ---------------

(APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
      YEARS)

Indicate by check mark
      whether the registrant has filed all documents and reports required to
      be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of
      1934 subsequent to the distribution of securities under a plan confirmed
      by a court.


Not applicable.


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|TABLE
          OF CONTENTS                                                              
|-----------------------------------------------------------------------------------------
|                                                                                         
|Item                                                                                     
|                                                                                         
|1
          - Identity of Directors, Senior Management, and Advisers                     
|                                                                                         
|2
          - Offer Statistics and Expected Timetable                                    
|                                                                                         
|3
          - Key Information                                                            
|                                                                                         
|4
          - Information on the Company                                                 
|                                                                                         
|5 - Operating and
        Financial Review and Prospects                                 
|                                                                                         
|6 - Directors, Senior
        Management and Employees                                   
|                                                                                         
|7 - Major Shareholders
        and Related Party Transactions                            
|                                                                                         
|8 - Financial Information                                                                
|                                                                                         
|9 - The Offer and
        Listing                                                        
|                                                                                         
|10 - Additional Information                                                              
|                                                                                         
|11 - Quantitative
        and Qualitative Disclosures About Market Risks                 
|                                                                                         
|12 - Description
        of Securities Other Than Equity Securities                      
|                                                                                         
|13 - Defaults, Dividend
        Arrearages and Delinquencies                             
|                                                                                         
|14 - Material Modifications
        to the Rights of Security Holders and Use of Proceeds
|                                                                                         
|15 - Controls and
        Procedures                                                     
|                                                                                         
|16A - Audit Committee
        Financial Expert                                           
|                                                                                         
|16B  Code
        of Ethics                                                             
|                                                                                         
|16C  Principal
        Accountant Fees and Services                                     
|                                                                                         
|17
        - Financial Statements                                                        
|                                                                                         
|18 - Financial Statements                                                                
|                                                                                         
|19 - Exhibits                                                                            
|                                                                                         
|Financial Statements                                                                     
|                                                                                         
|Signature                                                                                
|                                                                                         
|Certifications                                                                           

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Geological
          Standards: When used in this annual report,
          Mineral Deposits were used to calculate the Ore Reserves by application
          of minimum mining widths, dilution, mining recovery factors, operating
          costs and metal prices. With respect to open pit mining, optimized
          pits were generated, followed by detailed pit design and engineering
          in establishment of Ore Reserves. Unless the context otherwise requires,
          the term Ore Reserves used in this Annual Report corresponds to Probable
          Reserves. Canadian investors should note that geological information
          is presented in accordance with US requirements and that such presentation
          does not comply with the Canadian reporting requirements of NI 43-101.


Note:Unless
      otherwise indicated, all amounts in this annual report and exhibits thereto
      are stated in Canadian dollars. At July 28, 2003, the noon buying rate
      in New York City for cable transfers in Canadian dollars as certified for
      customs purposes by the Federal Reserve Bank of New York was one Canadian
      dollar equalled $0.7232 United States Dollars. (See Item 3.A, Key
      Information   Selected Financial Data, for further information.)


FORWARD LOOKING STATEMENTS

This annual report contains
      certain forward-looking statements and information regarding Crystallex
      International Corporations financial position, business strategy
      and plans and objectives of its management for future operations that derive
      from managements beliefs and assumptions based on information currently
      available. The statements and information are forward-looking statements
      within the meaning of Section 27A of the Securities Act of 1933,
      as amended, and Section 21E of the Securities Exchange Act of 1934,
      as amended. When used in this annual report, the
	  words anticipate, believe,
	  intend, estimate, expect, will,
	  could, may and
      similar expressions intend to identify forward-looking statements, but
      the fact that any of these words does not appear does not mean that the
      statement is not forward-looking. Forward-looking statements, which appear
      in a number of places in this annual report, describe, among other things,
      risks and uncertainties, and reflect managements current views with
      respect to future events. Actual results could differ materially from those
      contemplated by the forward-looking statements and are subject to certain
      risks, uncertainties and assumptions, including those described under Risk
      Factors and elsewhere in this annual report. Should one or more of these
      risks or uncertainties materialize, or should underlying assumptions prove
      incorrect, actual results may vary materially from those described in this
      annual report. This paragraph expressly qualifies all subsequent written
      and oral forward-looking statements attributable to Crystallex or persons
      acting on its behalf.


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PART I

ITEM 1  IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT, AND ADVISERS

Not Applicable


ITEM 2  OFFER
      STATISTICS AND EXPECTED TIMETABLE

Not applicable


ITEM 3  KEY
      INFORMATION

A.   Selected
      Financial Data

Exchange Rates

Unless otherwise indicated,
      all dollar amounts herein are stated in Canadian dollars. The following
      tables illustrate the rate of exchange for Canadian dollars per US$1.00
      in effect at the end of the following periods and the average rate of exchange
      based on the noon buying rate in New York City for cable transfers in Canadian
      dollars as certified for customs purposes by the Federal Reserve Bank of
      New York:


|                      |  | High per |  | Low per |  | Average per | 
|--------------------- |  | -------- |  | ------- |  | ----------- | 
|Year
            2003 |  | Month    |  | Month   |  | Month       | 
|                      |  |          |  |         |  |             | 
|January               |  | 1.5750   |  | 1.5220  |  | 1.5421      | 
|February              |  | 1.5315   |  | 1.4880  |  | 1.5120      | 
|March                 |  | 1.4905   |  | 1.4673  |  | 1.4760      | 
|April                 |  | 1.4843   |  | 1.4336  |  | 1.4582      | 
|May                   |  | 1.4221   |  | 1.3446  |  | 1.3840      | 
|June                  |  | 1.3768   |  | 1.3348  |  | 1.3525      | 



|      |  | Average
          of Exchange   | 
|----- |  | ------------------------------- | 
|      |  | Rates
          on Last Days of | 
|Years |  | Month
          for Each Year   | 
|      |  |                                 | 
|2002  |  | 1.5702                          | 
|2001  |  | 1.5484                          | 
|2000  |  | 1.4873                          | 
|1999  |  | 1.4827                          | 
|1998  |  | 1.4894                          | 

As of July 28, 2003,
      the exchange rate was CDN $1.3827 for US$1.00.


Source- Federal Reserve
      Bank of New York


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Selected Financial
        Data

The selected financial
      data shown and expressed in Canadian dollars in the following tables below
      have been derived from and should be read in conjunction with the financial
      statements and notes included as Item 18 in this document. Crystallexs
      financial statements have been prepared in accordance with generally accepted
      accounting standards prevalent in Canada and have been reconciled to accounting
      principles generally accepted in the United States. The selected financial
      data as at December 31, 2002 and 2001 and for the three years ending December
      31, 2002 is derived from the audited financial statements appearing in
      this document.


Selected Consolidated
      Financial Data in Canadian Dollars(Canadian
  GAAP)

|                                                              | For
          Year      |   | For
          Year      |   | For
          Year      |  | For
          Year     |   | For
          Year     |  
|------------------------------------------------------------- | ----------------------- | - | ----------------------- | - | ----------------------- |  | ---------------------- | - | ---------------------- | -
|                                                              | Ended                   |   | Ended                   |   | Ended                   |  | Ended                  |   | Ended                  |  
|                                                              | December                |   | December
          31,  |   | December
          31,  |  | December
          31, |   | December
          31, |  
|                                                              | 31,
          2002(1)   |   | 2001(1)                 |   | 2000(1)                 |  | 1999(2)                |   | 1998(2)                |  
|                                                              | (as
          restated) |   | (as
          restated) |   | (as
          restated) |  | (as
          amended) |   | (as
          amended) |  
|                                                              |                         |   |                         |   |                         |  |                        |   |                        |  
|Income Statement
          Data                               |                         |   |                         |   |                         |  |                        |   |                        |  
|Mining Revenue                                                | 46,161,221              |   | 45,984,208              |   | 39,639,239              |  | 35,907,539             |   | 8,568,748              |  
|                                                              |                         |   |                         |   |                         |  |                        |   |                        |  
|Income (loss) before
        Income Taxes                     | (56,459,812             | ) | (42,552,441             | ) | 4,548,860               |  | (618,936               | ) | (7,897,320             | )
|Income Taxes                                                  |                        |   |                        |   |                        |  |                       |   |                       |  
|                                                              |                         |   |                         |   |                         |  |                        |   |                        |  
|Net Income (loss)                                             | (56,459,812             | ) | (42,552,441             | ) | 4,548,860               |  | (618,936               | ) | (7,897,320             | )
|                                                              |                         |   |                         |   |                         |  |                        |   |                        |  
|Net Income (loss) per
        Common Share - Basic            | (0.67                   | ) | (0.62                   | ) | 0.09                    |  | (0.02                  | ) | (0.22                  | )
|                                                              |                         |   |                         |   |                         |  |                        |   |                        |  
|Weighted Average Number
        of Shares Outstanding - Basic | 84,441,287              |   | 69,117,738              |   | 52,965,842              |  | 39,308,858             |   | 35,766,602             |  
|                                                              |                         |   |                         |   |                         |  |                        |   |                        |  
|                                                              |                         |   |                         |   |                         |  |                        |   |                        |  
|Balance Sheet
          Data                                  |                         |   |                         |   |                         |  |                        |   |                        |  
|Cash and Short-Term
        Investments                       | 5,695,130               |   | 14,409,831              |   | 4,418,442               |  | 6,652,863              |   | 5,535,716              |  
|Working Capital (Deficiency)                                  | (19,596,429             | ) | 9,261,655               |   | 5,528,714               |  | 6,701,812              |   | 1,664,188              |  
|                                                              |                         |   |                         |   |                         |  |                        |   |                        |  
|Total Assets                                                  | 182,367,984             |   | 166,980,682             |   | 165,561,727             |  | 110,841,419            |   | 105,185,020            |  
|                                                              |                         |   |                         |   |                         |  |                        |   |                        |  
|Long-Term Debt                                                | 26,206,277              |   | 25,216,992              |   | 32,656,570              |  | 16,848,835             |   | 23,348,884             |  
|                                                              |                         |   |                         |   |                         |  |                        |   |                        |  
|Shareholders Equity                                          | 83,084,535              |   | 103,281,456             |   | 107,198,254             |  | 75,355,365             |   | 67,238,275             |  
|                                                              |                         |   |                         |   |                         |  |                        |   |                        |  

|    |                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------
|   
|(1) | Refer
        to Note 3 to the consolidated financial statements which are included
        in this filing.
|(2) | As amended
        to reflect impact of subsequent years restatements.                                    

Crystallex has not
      paid any dividends since its incorporation.


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Had the consolidated financial statements of Crystallex been prepared in accordance with accounting principles generally accepted in the United States, certain selected financial data would have been reported as shown on the following table:


Selected Consolidated Financial Data in Canadian Dollars
(U.S. GAAP)

|                                                                         | For Year
    Ended
    December
    31, 2002(1)
    (as restated) |   | For Year
    Ended
    December
    31,2001(1)
    (as restated) |   | For Year
   Ended
   December
   31,2000(1)
   (as restated) |   | For Year
    Ended
    December
    31,1999(2)
    (as
    amended) |   | For Year
   Ended
   December
   31,1998(2)
   (as
   amended) |  
|------------------------------------------------------------------------ | ----------------------------------------------------------------- | - | ---------------------------------------------------------------- | - | ------------------------------------------------------------ | - | ------------------------------------------------------------------- | - | -------------------------------------------------------------- | -
|                                                                         |                                                                   |   |                                                                  |   |                                                              |   |                                                                     |   |                                                                |  
|Income
         Statement Data                                           |                                                                   |   |                                                                  |   |                                                              |   |                                                                     |   |                                                                |  
|Mining Revenue                                                           | 46,161,221                                                        |   | 45,984,208                                                       |   | 39,639,239                                                   |   | 35,707,539                                                          |   | 8,568,748                                                      |  
|Loss before
       Income Taxes Under
       U.S. GAAP                   | (99,926,729                                                       | ) | (59,011,287                                                      | ) | (13,179,638                                                  | ) | (9,323,469                                                          | ) | (16,192,497                                                    | )
|Income Taxes                                                             |                                                                  |   |                                                                 |   |                                                             |   |                                                                    |   |                                                               |  
|Net Loss                                                                 | (99,926,729                                                       | ) | (59,011,287                                                      | ) | (13,179,638                                                  | ) | (9,323,469                                                          | ) | (16,192,497                                                    | )
|Net Loss
       per Common Share  Basic                                 | (1.18                                                             | ) | (0.85                                                            | ) | (0.25                                                        | ) | (0.24                                                               | ) | (0.45                                                          | )
|Weighted
       Average Number of Shares Outstanding 
            Basic | 84,441,287                                                        |   | 69,117,738                                                       |   | 52,965,842                                                   |   | 39,308,858                                                          |   | 35,766,602                                                     |  
|                                                                         |                                                                   |   |                                                                  |   |                                                              |   |                                                                     |   |                                                                |  
|Balance
         Sheet Data                                              |                                                                   |   |                                                                  |   |                                                              |   |                                                                     |   |                                                                |  
|Cash and
       Short-Term Investments                                   | 5,695,130                                                         |   | 14,409,831                                                       |   | 4,418,442                                                    |   | 6,652,863                                                           |   | 5,535,716                                                      |  
|Working
       Capital (Deficiency)                                      | (19,578,100                                                       | ) | 9,296,642                                                        |   | 5,569,272                                                    |   | 6,701,812                                                           |   | 1,664,188                                                      |  
|Total Assets                                                             | 82,081,263                                                        |   | 109,403,438                                                      |   | 108,653,155                                                  |   | 79,179,469                                                          |   | 80,646,494                                                     |  
|Long-Term Debt                                                           | 27,336,997                                                        |   | 22,583,353                                                       |   | 32,656,570                                                   |   | 16,848,835                                                          |   | 23,348,884                                                     |  
|Shareholders Equity                                                     | (18,332,906                                                       | ) | 48,337,851                                                       |   | 61,553,376                                                   |   | 43,693,415                                                          |   | 42,699,749                                                     |  

|   
|---
|   
|(1)
|(2)

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Under U.S. generally accepted accounting principles, Crystallex has written down its investment in mineral properties for those properties with no mineral reserves. As a result, during the years ended December 31, 2002, 2001, 2000, and 1999, Crystallex incurred mineral property write-downs of $40,734,141, $13,306,689, $12,643,590, and $5,497,813, respectively.


|B. | Capitalization
    and Indebtedness
|-- | -----------------------------------

Not Applicable


|C. | Reasons
    for the Offer and Use of Proceeds
|-- | ---------------------------------------------

Not Applicable


|D.                           | Risk
    Factors
|---------------------------- | ----------------
|                             |                 
|Las
    Cristinas Properties

A third party has filed court actions in Venezuela alleging that it has the right to mine the Las Cristinas properties. If the actions are successful, Crystallex could lose its rights to those properties.The rights of Crystallex to develop the Las Cristinas 4, 5, 6 and 7 gold deposits (the Las Cristinas Deposits) in Venezuela are derived from an agreement dated September 17, 2002 (the Agreement), between Crystallex and the Corporacion Venezolana de Guayana (the CVG), acting under the authority of the Venezuelan Ministry of Energy and Mines (MEM) and pursuant to Venezuelan mining law. Pursuant to the Agreement, the administration of the Las Cristinas Deposits relating to gold, including its exploration, development, exploitation, commercialization and sale, have been granted exclusively to Crystallex. The CVG had previous
ly entered into a mining contract with Minera Las Cristinas, C.A. (MINCA) to develop the Las Cristinas Deposits (the MINCA Contract). MINCA produced no gold and suspended its development activities on the Las Cristinas Deposits. As a result, the CVG noted MINCA in default of its agreement and subsequently terminated the MINCA Contract. Thereafter, the CVG entered into the Agreement with Crystallex.SeeItem 4D, Information on the Company  Property, Plants and Equipment  Las Cristinas 4, 5, 6 and 7, beginning on page 29. MINCA has claimed that the cancellation of the MINCA Contract was illegal and has commenced legal actions in Venezuela disputing the CVGs legal authority for cancelling the MINCA Contract and entering into the Agreement. Crystallex cannot predict the outcome of the various MINCA legal actions or any impact that thes
e actions could have on mining rights under the Agreement, including whether these actions could lead to the termination of Crystallexs rights under the Agreement.


Crystallexs mining
rights are contractual and may be terminated in the event of breach of the Agreement.Under
the Agreement between Crystallex and the CVG and in accordance with applicable
Venezuelan mining laws, ownership of the Las Cristinas Deposits belongs to the
Republic of Venezuela. The Agreement does not transfer any property ownership
rights to Crystallex, and the right of Crystallex to develop the Las Cristinas
Deposits is contingent upon Crystallex continuing to meet its ongoing obligations
under the Agreement. (SeeItem
4D, Information on the Company  Property, Plants and EquipmentLas
Cristinas 4, 5, 6 and 7,beginning
on page 29.) In the event that a breach of the Agreement occurs and is not cured
by Crystallex, the CVG could terminate the Agreement.


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The Agreement with the CVG does not include the right to mine copper, and the ability of Crystallex to fully exploit copper deposits is dependent upon further agreements.The Agreement grants Crystallex certain rights to develop the Las Cristinas Deposits, but those rights are limited to gold and do not explicitly include the right to explore, develop, exploit, extract, commercialize, sell or otherwise deal with copper, which metal has been publicly reported to exist at the Las Cristinas Properties. Crystallex does not know if it will be able to negotiate successfully an agreement with the CVG with respect to these copper rights.


The Las Cristinas Deposits are located in an area where mining activities may be restricted, thereby impairing the ability of Crystallex to exploit the Las Cristinas Deposits. The Las Cristinas properties are located within the Imataca Forest Reserve. The Presidential decree regulating the Imataca region recognizes mining activities as a permitted use in the Forest Reserve and establishes the framework for the mining activities which may take place within the region. That Presidential decree has been the subject of legal challenges before the Venezuelan courts since 1997. Pending resolution of these challenges, the Venezuelan courts issued an interim order that no new mining concessions or rights, as opposed to existing or previously obtained mining rights, could be granted in the region. If a final ruling
of the Venezuelan courts on this matter imposes restrictions on mining activities within the Imataca Forest Reserve, it is possible that such restrictions could be retroactive in nature and could prevent Crystallex from exploiting these existing mining properties.


Crystallex could lose its mining properties if it defaults on its loan facility.


Crystallexs loan facility regarding its San Gregorio and Tomi properties, the Revemin mill and Crystallexs share interest in El Callao Mining Corp. requires that Crystallex maintain specific financial ratios and satisfy financial condition tests. If an event of default under this facility occurs, the lender could elect to declare all principal amounts outstanding thereunder, together with accrued interest, to be immediately due and payable. The lender could also elect to enforce its security interest over substantially all property relating to its San Gregorio and Tomi properties, the Revemin mill and Crystallexs
share interest in El Callao Mining Corp.


|Crystallex
              requires additional funding to develop its mining properties, and
              lack of funding may delay or reduce mining activities and may result
    in default in performance under and termination of the Agreement.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Development of Crystallexs mining projects, including the Las Cristinas project, will require significant financial resources. As a result, Crystallex will need to raise significant non-recourse project financing, debt and additional equity. Crystallexs
failure to obtain such additional funding at the needed times could lead to its
delaying or indefinitely postponing the exploration and development of its mining
projects and could lead to a default under the Agreement.


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|Uncertainty
            of ore reserve and resource estimates could lead Crystallex to allocate
            its capital to deposits which ultimately prove uneconomic and forego
    development of potentially significant deposits.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Crystallexs business relies upon the accuracy of its determinations as to whether a given deposit has significant mineable minerals. This reliance is important since mining companies reported mineral reserves and resources are only estimates and do not present a certainty that the estimated mineral reserves and resources will be recovered or that they will be recovered at the rates estimated. Mineral reserve and resource estimates are based on limited sampling, and, consequently, are uncertain because the samples may not be representative. If Crystallexs estimates are incorrect, it will not correctly allocate its resources, causing it either to spend too much resources at what could be a less than an economical deposit or to fail to mine what could be a significant deposit.


| | Uncertainty
              with respect to title to remaining mineral properties may result
    in loss of mining rights without compensation for development expenditures.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Acquisition of title to mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral claims may be disputed. Crystallex does not know whether someone will challenge or impugn title to such properties. As a result, Crystallex can never be certain that it will have valid title to its mining properties. Mining properties sometimes contain claims or transfer histories that examiners cannot verify, and transfers under foreign law often are complex. Crystallex does not carry title insurance on its properties. Therefore, a successful claim that Crystallex does not have title to a property could cause Crystallex to lose its rights to mine that property, perhaps without receiving any compensation for its prior expenditures relating to the property.


| | Gold
              price volatility may negatively impact Crystallexs cash flow
              and profitability, cause an adjustment of its reserves and result
    in a reduction or suspension of its mining activities.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Gold prices historically have fluctuated widely and are affected by numerous external factors beyond Crystallexs control. Between 1997 and 2002, the gold price fluctuated from a low of U.S.$253 to a high of U.S.$349.SeeItem 4B. Information on the Company  Business Overview  The Gold Market, pages 15-16. On July 28, 2003, the p.m. fixing price of gold sold in the London Bullion Market was U.S.$365.60 per ounce.


The gold price can fluctuate widely and is affected by numerous factors beyond Crystallexs control, including industrial and jewelry demand, inflation and expectations with respect to the rate of inflation, the strength of the U.S. dollar and of other currencies, interest rates, gold sales by central banks, forward sales by producers, global or regional political or financial events, and production and cost levels in major gold-producing regions. In addition, the gold price is sometimes subject to rapid short-term changes because of speculative activities.


The profitability of Crystallexs
operations, its revenues and its cash flow are significantly affected by changes
in gold prices. If gold prices decline for a significant period below the cost
of production of any or all of Crystallexs operations, it may not be economically
feasible tocontinue
production at such sites. This would materially affect production, profitability
and Crystallexs financial position. A decline in the market price of gold
may also require Crystallex to write-down the carrying value of its mineral reserves,
which might have a material and adverse effect on its earnings and profitability.
Should any significant writedowns in reserves be required, material writedowns
of Crystallexs investment in the affected mining properties and increased
amortization, reclamation and closure charges may be required. Accordingly, even
if Crystallex discovers commercial amounts of gold, it may not mine the gold
if the gold prices are not high enough for Crystallex to produce and sell the
gold profitably.


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| | Gold
              hedging activities may create risk of losses depending upon the
              price of gold, the ability of Crystallex to produce and deliver
    gold, and the performance of third party buyers.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Crystallex has entered into forward contracts to sell a portion of the gold that it anticipates it will produce at its mines. These contracts obligate Crystallex to sell the gold at a price set when it enters into the contract, regardless of the price when Crystallex actually produces the gold. Accordingly, there is a risk that the price of gold is higher at the time Crystallex produces the gold than when it enters into the contracts, so that Crystallex must sell the gold at a lower price than it could have received if it did not enter into the contracts. In addition, if Crystallex is not able to produce and deliver the amount of gold specified in the contracts, it may be required to buy gold at market prices to satisfy its contract obligations. These market prices may be higher than the agreed upon delivery prices. Further, the entity contracting to buy the gold from Crystallex could default, which means that if the contract price is h
igher than the market price at the time of delivery, Crystallex will not likely be able to resell the gold at the higher price.


|Crystallex
              faces significant risks in the exploration, development and operation
              of its mining properties, and the success of its business will
    be dependent upon its management of such risks.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The business of exploring for and mining of minerals involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, tailings impoundment failures, cave-ins, landslides and the inability to obtain adequate machinery, equipment or labor are some of the risks involved in the operation of mines and the conduct of exploration programs. Further, substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Crystallex does not know whether it will discover minerals in sufficient quantities and manage the production risks in order to justify commercial exploitation.


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|Crystallex
      faces potential risksand
      uncertainties resulting from the location of its properties and operations
      in countries where political, governmental or
      other activities may disrupt its business, including property rights, exploration
    and mining activities and the movement of funds.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Political
    and related legal and economic uncertainty may exist in countries where Crystallex
    may operate. Risks of foreign operations in these countries may include political
    unrest, labor disputes, invalidation of governmental orders and permits, corruption,
    war, civil disturbances and terrorist actions, arbitrary changes in law or
    policies of particular countries, changes to government regulation relating
    to the mining industry, foreign taxation, price and currency controls, delays
    in obtaining or the inability to obtain necessary governmental permits, opposition
    to mining from environmental or other non-governmental organizations, limitations
    on foreign ownership, limitations on the repatriation of earnings, limitations
    on gold exports and increased financing costs. These risks may limit or disrupt
    Crystallexs mineral exploration and mining activities, restrict the
    movement of funds or result in the deprivation of contract rights or the taking
    of property by nationalization or expropriation without fair compensation.


Crystallex
    does not know what impact recent and ongoing political unrest in Venezuela,
    including civil disturbances, fuel shortages, currency and exchange controls,
    and labor strikes, will have on it in the future, particularly if these conditions
    were to continue for an extended period of time.


| | Crystallex
      may not insure or be able to insure certain risks, which may result in increased
      costs and reduced profitability.
| | ----------------------------------------------------------------------------------------------------------------------------------------

Exploration,
    development and production operations on mineral properties involve numerous
    risks, including:


| |  | unexpected
      or unusual geological operating conditions
| | - | -----------------------------------------------------------
| |   |                                                            
| |  | rock bursts                                                
| |  | cave-ins                                                   
| |  | fires                                                      
| |  | floods                                                     
| |  | earthquakes
      and other environmental occurrences      
| |  | political
      and social instability.                    

It is not
  always possible to obtain insurance against all such risks, and Crystallex may
  decide not to insure against certain risks as a result of high premiums or other
  reasons. For example, Crystallex does not maintain insurance against environmental
  risks. Should such liabilities arise, they could reduce or eliminate profitability
  and result in increasing costs.


| | Crystallex
      faces industry competition in the acquisition of mining properties and the
      recruitment and retention of qualified personnel.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------

There is
    competition within the mining industry for the discovery and acquisition of
    properties considered to have commercial potential. Crystallex competes with
    other mining companies, many of which have greater financial resources than
    Crystallex, for the acquisition of mineral claims, leases and other mineral
    interests as well as for the recruitment and retention of qualified employees
    and other personnel.


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|Crystallexs
      business depends upon a limited number of mining properties and processing
      facilities, the loss of any of which might negatively impact its operations.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Crystallexs
  operations at the San Gregorio Mill (in Uruguay) and the Revemin Mill (in Venezuela)
     together account for all of Crystallexs current mineral production
     and  revenue.SeeItem 4B. Information
   on the Company  Business Overview-
  Activity on the Mining Properties,
  pages 14-15. Any adverse development affecting those mills would significantly
   hurt Crystallexs financial performance and results of operations. In
   addition,  Crystallex does not know if its development program at its San
   Gregorio mine
  will yield new mineral resources to replace or expand current mineral reserves
    once they have been fully mined.SeeItem 4D. Information
   on the Company  Property, Plants and Equipment  The San Gregorio
    Mining ConcessionOperations, page
    42.


|Crystallex
      faces significant risks inherent in the production of gold, and the success
      and profitability of its operations is dependent upon its ability to manage
    and control these risks.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Crystallexs
  actual production is subject to a variety of risks, including:


| |  | the actual
      amount of ore mined varying from estimates of grade, tonnage, dilution and
      metallurgical and other characteristics                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the accuracy
      of estimated rates and costs of mining and processing                                                                                               
| |  | short-term
      operating factors such as the need for sequential development of ore bodies
      and the processing of new or different ore grades from those planned
| |  | mine failures,
      slope failures or equipment failures                                                                                                              
| |  | industrial
      accidents                                                                                                                                             
| |  | natural
      phenomena such as inclement weather conditions, floods, droughts, rock slides
      and earthquakes                                                      
| |  | encountering
      unusual or unexpected geological conditions                                                                                                         
| |  | changes
      in power costs and potential power shortages                                                                                                             
| |  | shortages
      of principal supplies needed for operation, including explosives, fuels,
      chemical reagents, water, equipment parts and lubricants                
| |  | labor
      shortages or strikes                                                                                                                                       
| |  | civil
      disobedience and protests                                                                                                                                  
| |  | restrictions
      or regulations imposed by government agencies or other changes in the regulatory
      environments.                                                

Such occurrences
  could result in damage to mineral properties, interruptions in production, injury
  or death to persons, damage to property of Crystallex or others, monetary losses
  and legal liabilities. These factors may cause a mineral deposit that has been
  mined profitably in the past to become unprofitable, forcing Crystallex to cease
  production. Each of these factors also applies to Crystallexs sites not
  yet in production. It is not unusual in new mining operations to experience
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|Crystallexs
      operations require environmental permits and are subject to environmental
      compliance regulations. Compliance may involve significant costs and delays,
      and failure to comply may result in fines or suspension of its mining activities.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Crystallexs
    activities are subject to laws and regulations controlling not only the mining
    of and exploration for mineral properties, but also the possible effects of
    such activities upon the environment.SeeItem 5.B.
    Operating and Financial Review and Prospects  Liquidity and Capital
    Resources  Regulatory and Environment Risks, beginning on page
    53-54. Environmental
    laws may change and make the mining and processing of ore uneconomic or result
    in significant environmental or reclamation costs. Environmental laws provide
    for restrictions and prohibitions on spills, releases, or emissions of various
    substances produced in association with certain mining industry operations,
    such as seepage from tailings disposal areas which could result in environmental
    pollution. A breach of such laws may result in the imposition of fines and
    penalties or the suspension or closure of mining operations. In addition,
    certain types of operations require the submission of environmental impact
    statements and approval thereof by government authorities. Environmental laws
    are evolving in a manner which may mean stricter standards and enforcement,
    increased fines and penalties for non-compliance, more stringent environmental
    assessments of proposed projects, and a heightened degree of responsibility
    for companies and their officers, directors and employees. Permits from a
    variety of regulatory authorities are required for many aspects of mine development,
    operation and reclamation. Future laws and regulations could cause additional
    expense, capital expenditures, restrictions, liabilities and delays in the
    development of Crystallexs properties, the extent of which cannot be
    predicted. In the context of environmental permits, including the approval
    of reclamation plans, Crystallex must comply with standards, laws and regulations
    which may entail costs and delays depending on the nature of the activity
    to be permitted and how stringently the regulations are implemented by the
    permitting authority. Crystallex does not maintain environmental liability
    insurance.


|Crystallex
    operations require additional permits and are subject to regulations.Compliance
      may involve significant costs or delays, and failure to comply may result
    in fines or suspension of its mining activities.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Government
  regulations significantly affect Crystallexs mining operations.SeeItem 4.B.
  Information on the Company  Business Overview  Government
  Regulation, pages 16-17.Crystallexs
  mining operations and exploration and development activities are subject to
  extensive laws and regulations governing health and worker safety, employment
  standards, waste disposal, protection of the environment, protection of historic
  and archaeological sites, mine development and protection of endangered and
  protected species and other matters. Each jurisdiction in which Crystallex has
  properties regulates mining activities. Crystallex generally requires permits
  from authorities in these jurisdictions to authorize Crystallexs operations.
  These permits relate to virtually every aspect of Crystallexs exploration,
  development and production activities. It is possible that future changes in
  applicable laws, regulations or changes in their enforcement or regulatory interpretation
  could result in changes in legal requirements or in the terms of existing permits
  applicable to Crystallex or its properties, which could significantly impact
  Crystallexs current operations or planned exploration and development
  projects. Obtaining necessary permits can be a complex, time consuming process
  and Crystallexcannot
  assure whether necessary permits will be obtainable on acceptable terms, in
  a timely manner or at all. The costs and delays associated with obtaining necessary
  permits and complying with these permits and applicable laws and regulations
  could stop or materially delay or restrict Crystallex from proceeding with the
  development of a project or the operation or further development of a mine.
  Any failure to comply with applicable laws and regulations or permits, even
  if inadvertent, could result in interruption or closure of exploration, development
  or mining operations or material fines, penalties or other liabilities.


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| | Currency
      fluctuations may increase operating costs.
| | ---------------------------------------------------------

Currency fluctuations
  may affect the costs that Crystallex incurs in its operations. Gold is sold
  throughout the world based principally on a U.S. dollar price, but a portion
  of Crystallexs operating expenses are incurred in non-U.S. dollar currencies.
  The appreciation of non-U.S. dollar currencies in those countries where Crystallex
  has mining operations against the U.S. dollar would increase the costs of gold
  production at such mining operations and could hurt Crystallexs profitability
  and financial condition.


| | Crystallex
      has incurred recent losses.
| | --------------------------------------------

Crystallex,
  after restatement of its Financial Statements, incurred net losses in each of
  2001 and 2002. Crystallexs profitability depends, among other things,
  on the price of gold, the level of gold production, cash operating costs, the
  prices and production levels of by-product minerals and other factors discussed
  in Risk Factors. Substantially all of these factors are beyond Crystallexs
  control.


| | Crystallexs
              business depends upon a small number of key personnel, the loss
              of any of
      which might significantly impair its business.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Crystallexs
  business is dependent on retaining the services of a small number of key management
  personnel, namely Messrs. Oppenheimer, Fung, Ross, El-Alfy, and Riccio.SeeItem 6.A. Directors, Senior Management and Employees  Directors
  and Senior Management, beginning on page 58. The success of Crystallex
  is, and will continue to be to a significant extent, dependent on the expertise
  and experience of the directors and senior management. The loss of one or more
  of these people could significantly impair Crystallexs ability in developing,
  exploring, acquiring, and funding mining properties. Crystallex does not maintain
  key employee insurance on any of its employees.


|Crystallex
      has authorized for issuance a large number of shares, which, if issued in
      significant amounts, could result in dilution of share ownership and a reduction
    in share price.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Crystallex
    has authorized the issuance of more than 79,864,297 common shares for payment
       of certain property purchases and related indebtedness, the exercise of
      stock
    options, finders fees, the exercise of warrants issued in private placements,
     placement agents fees for a private placement, and exercise of warrants
    issued
    for convertible notes and brokers fees. Furthermore, Crystallex may
    issue additional common shares from time to time in the future. If Crystallex
    issues
    a substantial number of those new shares, it could substantially dilute the
     ownership interest of Crystallexs current shareholders, based upon
     the  112,108,534 Crystallex shares outstanding as of July 28, 2003.In
      addition, given Crystallexs average daily trading volume of approximately
       651,000 shares on the American Stock Exchange (Consolidated Market) and
      approximately
    160,000 shares on The Toronto Stock Exchange for the period January 1, 2003
       through June 30, 2003, the sale of these shares could provide enough selling

    pressure to depress the share price of Crystallexs common shares.


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|Limited
      attendance at a shareholders meeting and minimal quorum requirements
      may result in a small number of shareholders taking votes binding upon all
    shareholders.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Crystallexs
  by-laws provide that a quorum for transacting business at a general meeting
     of shareholders shall be two shareholders present in person or by proxy
    holding
  not less than one-twentieth of the issued shares entitled to be voted at the
     meeting. Under theCanada
      Business Corporations Act,
       only two Crystallex shareholders could attend shareholders meetings in
      person
  or by proxy, in which event these two shareholders could (provided they hold
       the requisite percentage of shares) take votes binding on behalf of all
      shareholders.


ITEM
  4  INFORMATION ON THE COMPANY

|A. | History
      and Development of the Company
|-- | --------------------------------------------
|   |                                             
|   | Background                                  

Crystallex
  is a corporation that operates under the Canada Business Corporation Act and
  trades as a public company on the Toronto Stock Exchange and the American Stock
  Exchange under the symbol KRY. Crystallex was incorporated under
  the Company Act (British Columbia), Canada on May 22, 1984 under the name of
  Petroflame International Resources Ltd. In January 1991, Petroflame
  changed its name to Crystallex and consolidated its share capital by way of
  a five to one share rollback (reverse stock split). On January 23, 1998, Crystallexs
  corporate existence was continued under the Canada Business Corporation Act
  (CBCA), thereby bringing Crystallex under the jurisdiction of the
  CBCA as if it was originally incorporated under the CBCA.


Crystallex
  is engaged in the production of gold and related activities including exploration,
  development, mining, and processing. It conducts these activities primarily
  through mineral concessions that it owns or controls in Venezuela and Uruguay.
  As of July 10, 2003, it had three operating concessions, the San Gregorio concession
  in Uruguay (which it acquired in October, 1998), the Tomi concession in Venezuela
  (which it acquired in July, 2000, as part of its acquisition of Bolivar Goldfields
  A.V.V.s assets in Venezuela), and the Lo Increible concession in Venezuela
  (which it acquired in February, 2001, through its acquisition of a controlling
  interest in El Callao Mining Corp.). Crystallex also operates mills at its San
  Gregorio concession in Uruguay and the Revemin Mill in Venezuela (which it acquired
  in July, 2000, as part of its acquisition of Bolivar Goldfields A.V.V.s
  assets in Venezuela).


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On September
      17, 2002, Crystallex entered into the Agreement with Corporacion Venezolana
      de Guayana (CVG), acting under the authority of the Venezuelan
      Ministry of Energy and Mines, under which Crystallex has been granted the
      rights to develop the Las Cristinas 4, 5, 6 and 7 gold deposits in the
      Municipality of Sifontes, Bolivar State, Venezuela. The agreement represents
      the culmination of a long-standing effort by Crystallex to obtain the mining
      rights for, and gain possession of, the Las Cristinas gold deposits and
      provides to Crystallex the exclusive right to develop the Las Cristinas
      gold deposits, including commercialization and sale of gold.


The
        address of Crystallexs principal office is 579 Richmond Street
        West, # 301, Toronto, Ontario, Canada M5Z 1Y6. Crystallexs registered
        office is Suite 902, 700 West Pender Street, Vancouver, British Columbia,
        Canada V6C 1G8, and its telephone number is (604) 683-0672.Its
        agent in the United States is Marc J. Oppenheimer, whose business address
        is 25 Rockwood Place, Third Floor, Englewood, New Jersey 07631.


Important
        Acquisitions Since January 1, 2000


In
        February, 2001, Crystallex completed the acquisition of a controlling
        interest in Lo Increible, a 9,704 hectare pre-feasibility gold property
        located in Venezuelas El Callao gold district. The acquisition
        was in the form of a share exchange take-over bid for the shares of El
        Callao Mining Corp. and the purchase of certain assets from its principal
        shareholder. Crystallex issued 2.4 million shares to acquire approximately
        80% of the outstanding shares of El Callao Mining Corp. In addition,
        Crystallex paid US$7.6 million to purchase certain assets as well as
        El Callao Mining Corp. debt held by Bema Gold Corporation. (SeeItem
        4.D, Information on the Company  Property, Plants and Equipment  El
        Callao PropertiesThe
        Lo Increible Deposits.)


In
        July, 2000, Crystallex acquired all of Bolivar Goldfields A.V.V.s
        assets in Venezuela, through the purchase of the stock of Bolivars
        wholly-owned subsidiary, for a purchase price of US$7 million and the
        assumption of bank debt of US$13 million, which Crystallex paid to US$8.5
        million at closing. Crystallex paid US$5 million of the purchase price
        in cash and issued to Bolivar a promissory note in the principal amount
        of US$2 million (which Crystallex has since paid) for the balance. Crystallex
        has combined payments under its bank debt with the payments under the
        loan it assumed upon its acquisition of the San Gregorio property (seeThe
        San Gregorio Gold Mine  Financing) and has extended payment dates
        to reflect more appropriately anticipated production from Venezuelan
        assets that Crystallex controls. The final maturity of the credit facility
        is scheduled for 2006.


Crystallex
      financed the foregoing acquisitions from its working capital, lines of
      credit, and/or issuance of its securities.


|B. | Business
          Overview
|-- | ---------------------------

Activity
        on the Mining Properties


Crystallex
      is engaged in mining, development and exploration for gold, with its primary
      focus in South America, and in evaluating mineral property acquisitions
      in various locations around the world. Crystallexs business is not
      affected by seasonal weather patterns.


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Prior to
      its acquiring the San Gregorio gold mine in Uruguay, Crystallex enjoyed
      modest production from the open pit Albino gold mine in Venezuela. Production
      at that mine was suspended during 1998 in order to allow Crystallex to
      conduct detailed engineering reviews on the underground potential at the
      mine, following the receipt of governmental permits to conduct underground
      mining.


Crystallex
      transformed itself from an exploration company to a junior gold producer
      (that is, a company producing less than 100,000 ounces of gold per year)
      with the acquisition of the San Gregorio gold mine in 1998. In each of
      the past three years, San Gregorio has produced between 66,000 and 72,000
      ounces of gold. Crystallex is presently evaluating opportunities to extend
      the mine life of San Gregorio beyond 2003.


With
        the closing of the acquisition of the Tomi concession and Revemin mill
        in July, 2000, Crystallex was once again producing gold in Venezuela.
        Production at Tomi is currently sourced from open pit operations and
        a new underground mine. The decision to develop the underground mine
        during 2002 was supported by a Feasibility Study by Mine Development
        Associates (MDA) of Reno Nevada in October 2001, which demonstrated the
        viability of an underground operation. (SeeItem
        4.D, Information on the Company  Property, Plants and Equipment The
        Tomi Mining Concession and Revemin Mill.) In addition, Crystallex plans
        to expand the capacity of the Revemin mill by 20% in 2004.


The acquisition
      of a controlling interest in Lo Increible and the La Victoria concession
      in February, 2001, allowed Crystallex, in April, 2001, to put the La Victoria
      property into production. In 2001, Crystallex verified the geologic model
      and metallurgical recovery of the deposit. Crystallex also undertook an
      extensive drilling program during 2001 to quantify more accurately the
      resources at La Victoria.


Crystallex
        also engaged MDA to complete a Feasibility Study on the Albino underground
        deposit. The study, which was completed in October 2001, showed that
        underground mining is economically viable. Crystallex is presently evaluating
        processing underground ore from Albino in either the Revemin mill, which
        entails trucking the ore about 250 kilometres, or processing the ore
        in the planned Las Cristinas mill. (SeeItem
        4.D, Information on the Company  Property, Plants and Equipment  The
        Albino Concession.)


Crystallex
        is also actively engaged in various activities required under its mine
        operation contract with the CVG for the Las Cristinas gold deposits,
        including the implementation of social programs and the completion of
        a Feasibility Study by SNC-Lavalin Engineers & Constructors Inc.
        (SeeItem
        4D, Information on the Company  Property, Plants and EquipmentLas
        Cristinas 4, 5, 6 and 7.)


The
        Gold Market


Gold bullion
      trades around the world on a 24-hour basis and the market price for gold
      is readily ascertainable from the London Metal Exchange, the New York Commodities
      Futures Exchange (Comex) and other commodity markets. Every day, hundreds
      of thousands of ounces are bought and sold at electronic speeds. Production
      comes mainly from large mines in South Africa, North and South America,
      Australia, and the former Soviet Union. Main consuming markets are the
      Middle East, South East Asia, Europe, and North America.


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Crystallex
      exports its production from San Gregorio to recognized refiners for settlement
      based on world spot prices or by using hedging strategies, such as forward
      selling and call options, in order to maximize the price received. Although
      not required to do so, Crystallex sells its production from its Revemin
      mill to the Central Bank of Venezuela. Crystallex receives the full international
      price for the gold that it sells to the Central Bank of Venezuela prior
      to settlement with the counter party.


The following
      table sets forth annual high, low, average and end of period afternoon
      fixing gold prices in U.S. dollars per troy ounce on the London Bullion
      Market (rounded to the nearest whole dollar):


LONDON
      P.M. GOLD FIXPRICE
  IN U.S. DOLLARS PER OUNCE

|Year                       |  | High   |  | Low    |  | Average | 
|-------------------------- |  | ------ |  | ------ |  | ------- | 
|                           |  |        |  |        |  |         | 
|2003
        (Jan to June) |  | 382.10 |  | 321.25 |  | 349.59  | 
|2002                       |  | 349    |  | 278    |  | 310     | 
|2001                       |  | 293    |  | 256    |  | 271     | 
|2000                       |  | 313    |  | 263    |  | 271     | 
|1999                       |  | 326    |  | 253    |  | 279     | 
|1998                       |  | 313    |  | 273    |  | 294     | 

The London
      P.M. price fix for gold on July 28, 2003 was US$365.60 per ounce.


Government
        Regulation


Mining
      operations and exploration activities are subject to various national,
      state, provincial and local laws and regulations in Venezuela, Uruguay
      and other jurisdictions, which govern exploration, development, mining,
      production, exports, taxes, labor standards, occupational health, waste
      disposal, protection of the environment, mine safety, hazardous substances
      and other matters. Crystallex has obtained or has pending applications
      for those licenses, permits or other authorizations currently required
      to conduct its operations. Crystallex believes that it is in compliance
      in all material respects with applicable mining, health, safety and environmental
      statutes and the regulations passed thereunder in the jurisdictions in
      which it operates. There are no current orders or directions with respect
      to the foregoing laws and regulations.


Crystallexs
      mining operations and exploration activities are subject to various federal,
      state and local laws and regulations governing protection of the environment.
      These laws are continually changing and, as a general matter, are becoming
      more restrictive. Crystallexs policy is to conduct business in a
      way that safeguards public health and the environment. Crystallex believes
      that its operations are conducted in material compliance with applicable
      laws and regulations.


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Changes
      to current local, state or federal laws and regulations in the jurisdictions
      where Crystallex operates could require additional capital expenditures
      and increased operating and/or reclamation costs. Although Crystallex is
      unable to predict what additional legislation, if any, might be proposed
      or enacted, additional regulatory requirements could render certain mining
      operations uneconomic.


During
      2002, Crystallex had no material environmental incidents or material non-compliance
      with any applicable environmental regulations.


Review
        of Title to Properties


At
        the time that it acquires a mining property, Crystallex completes or
        causes to be completed due diligence on the property which, in the ordinary
        course, would include a review by local counsel of concession (title)
        rights, surface rights and mining contracts. Crystallex further obtains
        and relies upon detailed representations of vendors and, in some cases,
        legal opinions obtained from counsel for such vendors as a condition
        of closing. Crystallex has also customarily reviewed at the time of acquisition
        financing files and reports to lenders whose loans remain in place, in
        whole or in part, after acquisition. While such reports have been issued
        specifically to the lenders, they have provided support to Crystallex
        due diligence. Finally, since it has made some of its acquisitions through
        the purchase of shares (see,
        for example,the
        discussion in History and Development of the Company  BackgroundImportant
        Acquisitions Since January 1, 2000), Crystallex has,
        prior to closing, had an opportunity to review in detail the records
        of the entity being acquired and interview key employees in respect of
        matters concerning title and mining contracts. However, despite these
        efforts, Crystallex can never be certain that it will have valid title
        to its mining properties.SeeItem
        3  Key InformationRisk
        Factors  Uncertainty with respect
        to title to remaining mineral properties may result in loss of mining
        rights without compensation for development expenditures.


|C. | Organizational
          Structure
|-- | ----------------------------------

Crystallex
      operates its business either directly or through its subsidiaries. Its
      significant subsidiaries are as follows:


|Name
          of Subsidiary             |  | Country
            of incorporation or residence |  | Crystallexs
          ownership and voting interest |    
|---------------------------------------- |  | ------------------------------------------------- |  | ---------------------------------------------------- | ---
|                                         |  |                                                   |  |                                                      |    
|Minera
        Albino C.A.               |  | Venezuela                                         |  | 100%                                                 | (1)
|El
        Callao Mining Corp.           |  | British
        Columbia (Canada)                 |  | 80%                                                  |    
|Mineras
        Bonanza, C.A. (Tomimine) |  | Venezuela                                         |  | 100%                                                 | (1)
|Revemin
        II C.A. (Revemin mill)   |  | Venezuela                                         |  | 93%                                                  | (1)
|Minera
        San Gregorio S.A.         |  | Uruguay                                           |  | 100%                                                 | (1)
|                                         |  |                                                   |  |                                                      |    
|(1)   Indirect
        subsidiary        |  |                                                   |  |                                                      |    



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The
      above table does not include Crystallexs ownership interest in Las
      Cristinas 4 and 6 (SeeItem
      4D  Property, Plants and Equipment  Las Cristinas 4, 5, 6 and
      7) since Crystallex will develop the Las Cristinas gold deposits under
      the terms of its mine operation contract with the CVG.




[Text
        continues on next page]

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|D. | Property,
            Plants and Equipment
|-- | ------------------------------------------

|                                                                         | 
|------------------------------------------------------------------------ | 
|Summary
              of Property Data(1)As of December
      31, 2002   | 
|                                                                         | 
|Property                                                                 | 
|                                                                         | 
|Albino
          Underground(Concession)                                 | 
|                                                                         | 
|Bolivar
          Goldfields:                                            | 
|                                                                         | 
|TomiUnderground(Concession)                                              | 
|                                                                         | 
|Tomi
        OpenPit(Concession)                                         | 
|                                                                        
|                                                                        
|                                                                         | 
|Las
          Cristinas 4,5,6,7 (CVGContract)                            | 
|                                                                         | 
|El
          Callao (Lo Increible):                                      | 
|                                                                         | 
|La
        Victoria(Concession)                                          | 
|                                                                         | 
|LoIncreible
        2,4(a),
        4(b),4(c),
        4(d)(CVGContract) | 
|                                                                         | 
|Santa Elena,San
        Miguel,Carabobo(Contract:ACOMISUR)               | 
|                                                                         | 
|San Gregorio(Concession)                                                 | 

|   
|---
|(1)
|(2)
|(3)
|(4)
|(5)
|(6)
|(7)

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The
        Albino Concession

Company
          Interest and Authorizations

Title
        to the Albino Concession was granted by the MEM to Mr. Alvino Bonucci
        Gabianelli, a Venezuelan national, on February 25, 1988. Crystallex Venezuela
        obtained the Albino Concession following Crystallex's final payment to
        Mr. Bonucci Gabianelli in January, 1998. Crystallex currently holds both
        surface and veta (underground) rights to the Albino Concession, allowing
        it to extract gold and diamonds from a 500-hectare area. Surface rights
        were originally granted
        on February 29, 1988 for a ten-year period, renewable in 10-year increments
        for up to a total aggregate of 40 years. The rights renewed effective
        August 18, 1998 for an additional 10-year period. Veta rights were granted
        in November, 1998 for an initial 10-year period, renewable for the same
        duration up to a total aggregate of 40 years.


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In November,
      1998 the Ministry of Energy and Mines of the Venezuelan government approved
      the grant of concession rights for deep rock mining at the Albino concession.
      Prior thereto, Crystallex had only been permitted to mine the open pit
      alluvial gold deposits at Albino. The approval to mine deep rock will enable
      Crystallex to access the main underground ore located beneath the alluvial
      deposits. Mine Development Associates, an independent mining consulting
      firm, completed a detailed Feasibility Study in 2001 that showed underground
      mining is economically feasible at current gold prices.


Property
        History


The Kilometre
      88 region of Bolivar State, Venezuela, has a production history of alluvial
      gold dating back to the turn of the century. It is estimated that substantial
      amounts of gold were extracted by local miners from river gravels and saprolite
      using hydraulic, sluice, and mercury amalgam methods.


In
        late 1992, Crystallex become involved in the exploration and subsequent
        development of the Albino concession. Following an initial program of
        mapping, soil sampling, ground magnetometer and IP surveys, drilling
        began in 1993 to test for continuity of gold mineralization along the
        Conductora-Aguao 2 trend. Between 1993 and 1998, 268 holes were drilled
        totaling 30,164 metres. Saprolite mining on the Conductora zone was initiated
        in 1994 and lasted through 1998. In 2001, Mine Development Associates
        made an estimateof
        the Albino Concessions ore reserves.SeeOre Reserves.


Location
          and Access


The Albino
      mine is accessible by good gravel road, two and a half miles west of the
      village of Las Claritas off Kilometre 85 of the paved interstate highway
      linking Puerto Ordaz to the Brazilian border. Rainfall is approximately
      15 feet per year.


Area
          Description


The Albino
      Concession is a 500-hectare concession. The Concession is immediately contiguous
      to the south and east of Las Cristinas 4 and 5 Concessions and to the north
      of Crystallexs Carabobo Concession.


Royalty
          Payments


The Albino
      Concession is subject to a net smelter return royalty, payable to MEM,
      of 4% of the value of gold sold (based on the London Metal Exchange price)
      and 7% of the value of diamonds. MEM has, however, reduced the royalty
      for gold to 1% for the Albino Concession for an indefinite period, but
      there can be no assurance that such reduction will continue to apply.


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MEM
        Option to Acquire 20% Interest of Albino Concession.


The Albino
      Concession requires Crystallex to sell to an entity that MEM designates,
      if MEM requests at any time during the life of the concession, a twenty
      percent (20%) interest in any company used to mine and develop the concessions.
      Crystallex believes that other Venezuelan concessions contain similar provisions
      but that MEM has not exercised its options to date. Crystallex may in the
      future acquire additional concessions in Venezuela that have similar provisions.
      Crystallex cannot determine at what price, if any, the designated entity
      would be required to pay for the shares representing this 20% interest
      or whether the MEM would even require such shares to be transferred to
      its designated entity.


Environmental
          Matters


The property
      is located in a tropical rain forest. Previous mining activity by local
      artisan miners had stripped large areas of trees, although rapid natural
      reforestation is apparent in the area. Mining activity is governed by various
      local, State and Federal laws which require submission of an annual mining
      plan to the environmental agencies as well as permission to operate in
      the area. Inspections have been made from time to time by governmental
      authorities.


Local
          Geological Setting


The
        Albino Concession is in an area of low relief and moderately dense tropical
        rainforest jungle. Actual outcrops of rock are rare. The rainy season
        is from May to October. The area rivers flood during the rainy season
        but theproperty
        is not affected by flooding.


The Albino
      Concession is underlain by supracrustal rocks of a lower Proterozoic greenstone
      belt. Due to intense tropical weathering that characterizes the region,
      the original bedrock has been saprolitized to depths of 30 meters to 60
      meters below surface. Consequently, there is no hard rock outcrop on surface.
      Interpretations of the original protholith based on examination of drill
      core indicate that the main lithologic units underlying the property are
      porphyritic and fragmental pyroclastic rocks of andesitic to basaltic composition;
      fine grained, aphanitic to amygdaloidal mafic volcanics; porphyritic diorite,
      and late diabase dykes.


Alteration
      assemblages at the Albino Concession occur within northeast trending zones
      of shearing and quartz veining and include carbonate, chlorite, sericite,
      silica, tourmaline and pyrite.


Mineralized
          Zones


Mineralization
      at the Albino Concession is predominantly found in north-east trending
      shear zones and quartz veins located in the western portion of the concession.


The main
      mineralized system, known as the La ConductoraAguao
      2 shear, is a 2 meter to 15 meter wide ductile-brittle zone of mineralization
      which has
      been traced by drilling over a strike length of 750 meters and to vertical
      depths of 250 meters. The mineralized system is open at depth
      and to the southwest. The shear zone, which dips moderately to the northwest,
      is developed near the contact between supracrustal rocks and dioritic intrusives.
      Gold mineralization within the northern portion of the shear zone occurs
      within a pervasively silicified, pyritized and carbonatized mylonite zone,
      locally cut by quartz veins and quartz-carbonate veinlets. The southern
      two-thirds of the shear zone are characterized by the presence of thick
      auriferous quartz veins within envelopes of mineralized schist. The highest
      gold values within the La Conductora-Aguao shear correlate with quartz-albite
      veinlets and pyrite content.


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The second
      most important mineralized system at Albino is a northeast trending shear
      known as the Medina 3 Zone. This zone consists of strongly foliated, pyrite-bearing
      schists with intercalations of quartz vein stringers and schists. The zone
      has been traced by trenching and drilling over a strike length of 500 meters.


Other mineralized
      zones at Albino include the Medina 1 Zone, the Salazar Zone, the Southern
      Extension of the Aguao shear, and a number of geochemical anomalies characterized
      by erratic gold values in quartz veins.


Ore
        Reserves


Ore reserves
      (proven and probable) at December 31, 2002 are summarized below:


|         | Ore
            Tonnes
        (000s) |  | Grade
        (g/t) |  | Contained
        Gold (ozs) | 
|-------- | -------------------------------------- |  | ------------------- |  | ---------------------------- | 
|         |                                        |  |                     |  |                              | 
|Proven   | 82                                     |  | 14.8                |  | 39,100                       | 
|Probable | 97                                     |  | 14.7                |  | 45,600                       | 
|         |                                        |  |                     |  |                              | 
|Total    | 179                                    |  | 14.7                |  | 84,700                       | 
|         |                                        |  |                     |  |                              | 

The Albino
      Proven and Probable underground mining reserves were calculated using an
      8 gpt cutoff. The underground reserves are defined within the mine plan
      as follows.


The economic
      cutoff was based on the following criteria:


| |  | Gold
        price of US$270 per ounce                                   
| | - | -------------------------------------------------------------------------
| |   |                                                                          
| |  | Metallurgical
        recovery of 92%                                    
| |   |                                                                          
| |  | All in
        mining, transportation, and G&A cost of US$55.44 per tonne
| |   |                                                                          
| |  | 5.9%
        royalty and refining fees                                   

The resulting
      calculation was then rounded up to the nearest even g/t.


The ore
      reserves were estimated by Mine Development Associates, an independent
      mine engineering company based in Reno, Nevada, utilizing the mineral deposit
      data estimated by the same company. The reserve estimate is based on an
      IDW block model using appropriate geostatical indicators.


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Mineral
  Deposit****

The following
  table presents the mineral deposit for Albino at December 31, 2002:

|**Tonnes** |  | **Grade**
|---------- |  | ---------
|(000s)    |  | (g/T)    
|           |  |          
|3,140      |  | 4.0      

Mineral
    Deposit is a mineralized body which has been delineated by appropriately spaced
    drilling and/or underground sampling to support a sufficient tonnage and average
    grade of metal. Such a deposit does not qualify as a reserve, until a comprehensive
    evaluation based upon unit cost, grade, recoveries and other material factors
    conclude legal and economic feasibility. The Mineral Deposits for the Albino
    Concession exclude the proven and probable gold reserves discussed above.


The Mineral
    Deposit was calculated by Mine Development Associates using the cross-sectional
       polygonal method with a cutoff grade of 1.0 g/t.


For
  purposes of determining both reserves and mineralized deposits, drill sections
  are spaced 25 meters apart, and the drill spacing within the sections is 25
  meters.


PastOperations

From 1994
    to 1998, Crystallex operated an open pit mine which involved the mining of
    surficial material from shallow pits and the processing of the ore in a 250
    tpd mill. The mill was originally constructed in Northern Saskatchewan and
    re-assembled at Albino without a crushing plant because of the friable nature
    of the ore. During a 5-year period (1994 to 1998), 41,259 ounces of gold were
    produced at Albino. Mining ceased in 1998 when the open pit reached bedrock.
    No further production from Albino has taken place since that time.


|Gold
      Produced  Ounces
|----------------------------
|                            
|1994                        
|                            
|5,971                       

Current
Operations

The operations
    at Albino were put on care and maintenance during 1998 due to low gold prices
    and hard rock rights (Veta rights), which had not at that time been granted.
    Veta rights were granted in November, 1998.


A Feasibility
    Study, completed by MDA in 2001, evaluated the viability of an underground
    mining operation at the Albino property. The Feasibility Study demonstrated
    the viability of operating a small underground mine to access the high grade
    portion of the ore body. At the time, it was planned that the Albino ore would
    be processed at the Revemin mill, approximately 250 kilometres away. Crystallex
    is currently evaluating the alternative of processing the ore at the planned
    Las Cristinas mill which will be located immediately 
    to the north and west of the Albino property.


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**Bolivar
           Goldfields Properties****The
           Tomi Mining Concession and Revemin Mill******

The
        500 hectare Tomi concession and the Revemin mill are the principal assets
        of Minera Bonanza
    S.A. Minera Bonanza is a wholly owned indirect subsidiary of Crystallex,
        acquired on July 27, 2000 from Bolivar Goldfields Ltd. Crystallexs
        acquisition of Minera Bonanza also included 44,438 hectares of exploration
        land.


**The
    Tomi Mining Concession**

The Tomi concession
    contains four adjoining deposits known as MacKenzie, Charlie Richards, Milagrito,
    and Fosforito. The ore from the Tomi mine is processed at the Revemin mill,
    located 21 km southwest of the Tomi mine. The Revemin mill is a conventional
  C.I.L facility with a nominal capacity of 1,500 tpd.


Location,
Access, Infrastructure

The Tomi concessionis located
    in Bolivar State, 16 km northeast of El Callao. El Callao is the population
    center of the El Callao gold camp that was established in the 19th
    century. The concession is accessed by a 6 km gravel road branching off the
    interstate highway linking Puerto Ordaz, the main commercial center of Bolivar
  State, to the Brazilian border.


Tomi infrastructure
    includes site roads, plant buildings, service buildings, assay lab, water, sewage,
    tailings pond and related infrastructure items. Diesel generators supply power
  to the mine, although a power line is available 6km from the mine.


Property
History

Exploration
    activities at Tomi date back to the turn of the century, as witnessed by
        several  small open cuts and some shallow underground workings in the
        Charlie Richards
    and Mackenzie areas. Also, some artisanal mining took place between 1930
        and  1965. Modern exploration on the property only began in 1993 when
        Bolivar Goldfields
    Ltd completed the acquisition of the Tomi concession and adjoining Belen
        and  Dividival I and II concessions.


The initial
    exploration work by Bolivar Goldfields consisted of a 100 m x 100 m soil sampling
    program and an airborne geophysical survey (magnetics and radiometrics). The
    soil sampling program led to the definition of a strong anomaly, 1,600 m long
    and 700 m wide, which was subsequently investigated by 9,000 metres of mechanized
    trenching and 8451 metres of reverse circulation and diamond drilling in 78
    holes. Most of the drilling was carried out in 1994 and 1995. The exploration
    work culminated in a feasibility study by Kilborn Inc. of Toronto, Canada in
  1996.


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Mining at
    Tomi began in mid 1998 at the MacKenzie pit. In August 2000, Crystallex completed
         the acquisition of Bolivar Goldfields Venezuelan assets and took control
        of
  the mining operations.


In the fall
    of 2001, Crystallex embarked on a 4,456 meter diamond drill program aimed at
    developing underground reserves below the Charlie Richards Pit. The results
    of a Feasibility Study conducted for Crystallex by Mine Development Associates
    were reported in October, 2001. The Feasibility Study for the Charlie Richards
    underground deposit concluded that the deposit can be economically mined.


Geology
  and Mineralization****

The Tomi concession
    is located in the Lower Proterozoic El Callao greenstone belt, a succession
    of mafic (ultramafic) volcanic piles overlain by intermediate to felsic volcanics,
    volcaniclastics and sediments. The main rock types at Tomi are deformed volcaniclastic
  rocks and gabbroic sills.


Gold mineralization
    on the property is essentially confined to zones of intense folding and shearing
    within the gabbroic sills. At MacKenzie, Charlie Richards and Milagrito gold
    mineralization consists of quartz-veined, silicified, carbonatized and pyritized
    zones occurring along the hinges and limbs of antiforms plunging 45°to the
    east. At Fosforito, gold mineralization occurs along an easterly dipping shear
  zone.


Ore
  Reserves

Ore Reserves
    (Probable) as of December 31, 2002 are summarized below:


|                         | Ore
      Tonnes |  | Grade |  | Contained        | 
|------------------------ | ---------------- |  | ----- |  | ---------------- | 
|                         | (000's)          |  | (g/T) |  | Gold
      (ozs) | 
|                         |                  |  |       |  |                  | 
|Tomi Open
      Pits     | 931              |  | 2.9   |  | 86,900           | 
|Tomi Underground         | 163              |  | 14.5  |  | 75,800           | 
|(Charlie
      Richards) |                  |  |       |  |                  | 

The
        ore reserves for the underground portion of the Charlie Richards deposit
        were calculated
    by Mine Development Associates using a gold price of US$265, and a cutoff
        grade of 5.0 g/t Au. The ore reserves for the open pits were estimated
        using a cutoff
    of 1.0 g/t Au. The open pit calculations are based on a gold price of US$300/ounce.
        The open pit reserves were estimated by Nick Suter, at that time Crystallexs
        Chief Mine Geologist, and verified by Dr. Luca Riccio, P. Geo., Vice
        President
  Exploration of Crystallex.


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Mineral
  Deposit

The Mineral
    Deposit for the Tomi Concession is as follows as of December 31, 2002: Tonnes
      
      Grade(000s)
      
      (g/T)699
      
      3.2


The Mineral
    Deposit is a mineralized body which has been delineated by appropriately spaced
    drilling and/or underground sampling to support a sufficient tonnage and average
    grade of metal. Such a deposit does not qualify as a reserve until a comprehensive
    evaluation based upon unit cost, grade, recoveries and other material factors
    conclude legal and economic feasibility. The Mineral Deposits for the Tomi
    Concession exclude the probable gold reserves for both the open pit and underground
    deposits discussed above.


The Mineral
    Deposit of Charlie Richards was calculated by Mine Development Associates,
    Reno, Nevada. The calculations were made employing the Medystem block model.
    The mineral deposit is reported at a cutoff grade of 1.0 g/t Au.


For purposes
    of determining both reserves and mineralized deposits, drill sections are spaced
    25 meters apart, and the drill spacing within the sections is 25 meters.


Production
  Statistics (since acquisition by Crystallex)

|**100%
          Basis**                                             | **2002** |  | **2001** |  | **20001** | 
|-------------------------------------------------------------------- | -------- |  | -------- |  | --------- | 
|                                                                     |          |  |          |  |           | 
|Tomi
      Open Pit (100% Crystallex)                                |          |  |          |  |           | 
|Tonnes
      Ore Mined                                               | 25,644   |  | 120,876  |  | 193,305   | 
|Tonnes
      Waste Mined                                             | 2,908    |  | 479,614  |  | 835,806   | 
|Tonnes
      Ore Processed                                           | 27,998   |  | 122,000  |  | 187,000   | 
|Average
      Grade of Ore Processed                                 | 3.01     |  | 3.1      |  | 4.0       | 
|(g/t)                                                                |          |  |          |  |           | 
|Recovery
      Rate (%)                                              | 87%      |  | 92%      |  | 95%       | 
|                                                                     |          |  |          |  |           | 
|Production
      (ounces)                                            | 2,347    |  | 11,132   |  | 22,676    | 
|                                                                     |          |  |          |  |           | 
|                                                                     |          |  |          |  |           | 
|1      For
        the portion of the year controlled by Crystallex. |          |  |          |  |           | 

Only 2,347
    ounces of gold were recovered from the Tomi open pit deposits in 2002 as the
    focus of activity on the Tomi concession was the development of the high grade
    underground mine below the Charlie Richards pit. Open pit mining activity was
    principally limited to mining ore from the Milagrito pit. This was undertaken
    to partially compensate for the shortfall of ore from the La Victoria mine during
  the first quarter of the year.


Tomi
  (Charlie Richards) Underground Mine

Production
  from the first main mining stope at new Tomi underground mine started during
  the second quarter of 2003. Tomi is a small, high grade, underground mine developed
  below the surface of the Charlie Richards pit. The average reserve grade is
  14.5 grams per tonne. Ore from the Tomi underground mine is trucked approximately
  twenty one kilometres to the Revemin mill for processing. The Tomi ore does
  not have the same sulphide metallurgical characteristics as the La Victoria
  ore and recoveries of gold from Tomi are expected to exceed 90%.


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Production
    is not forecast to approach design levels until later in the fourth quarter
    of 2003 because insufficient capital during the first quarter limited development
    work to the first mining stope. Development work has resumed in the second quarter
    and production is subsequently expected to reach a level of about 30,000 ounces
    per year beginning in 2004. During 2003, approximately US$2.3 million of capital
  is planned for underground mining equipment and ramp development.


Financing****

Crystallex
        acquired all of Bolivars assets in Venezuela, through the purchase of
    the stock of Bolivars wholly-owned subsidiary, for a purchase price
    of US$7 million and the assumption of bank debt of US$13 million, which Crystallex
    paid to US$8.5 million at closing. Crystallex paid US$5 million of the purchase
    price in cash and issued to Bolivar a promissory note in the principal amount
    of US$2 million (which Crystallex has since paid) for the balance. Crystallex
    has combined payments under its bank debt with the payments under the loan
    it
    assumed upon its acquisition of the San Gregorio property (seeThe
    San Gregorio Gold Mine  Financing) and has extended payment dates
    to reflect more appropriately anticipated production from Venezuelan assets
    that Crystallex controls. The final maturity of the credit facility is scheduled
  for 2006.


The
        loan provides limited recourse to Crystallex and certain of its subsidiaries.
        In consideration
    of amendments to the loan agreement with Standard Bank of London (SBL)
    to coordinate Venezuelan production from all sources with payment dates, Crystallex
    has agreed to provide to SBL a security interest in certain shares and assets
    held by Crystallex as a result of Crystallexs acquisition of a controlling
    interest in the El Callao properties. This will provide Crystallex with additional
  flexibility as it coordinates production from mine sites in Venezuela.


**Revemin
    Mill**

The Revemin
    mill is a conventional CIL facility capable of treating 1,500 metric tons of
    ore per day. The Revemin mill processes ore from the La Victoria and Tomi mines
    as well as ore purchased from independent miners on nearby concessions.


|Revemin
      Mill Production                       |  |          |  |          |  |          | 
|--------------------------------------------------- |  | -------- |  | -------- |  | -------- | 
|                                                    |  |          |  |          |  |          | 
|**100%
      Basis**                                |  | **2002** |  | **2001** |  | **2000** | 
|                                                    |  |          |  |          |  |          | 
|Revemin
      Mill                                  |  |          |  |          |  |          | 
|La Victoria
      Ore Processed (tonnes)            |  | 326,572  |  | 297,000  |  | N/A      | 
|Tomi Open
      Pit Ore Processed (tonnes)          |  | 27,998   |  | 122,000  |  | 187,000  | 
|Purchased
         Material Ore
          Processed |  | 12,339   |  | 19,000   |  | 3,000    | 
|(tonnes)                                            |  |          |  |          |  |          | 
|                                                    |  |          |  |          |  |          | 
|Total
      Ore Processed (tonnes)                  |  | 366,909  |  | 438,000  |  | 190,000  | 
|                                                    |  |          |  |          |  |          | 
|Head Grade
      of Ore Processed (g/t)             |  | 3.0      |  | 3.4      |  | 4.1      | 
|Total
      Recovery Rate (%)                       |  | 79%      |  | 90%      |  | 95%      | 
|Total
      Gold Recovered (ounces)                 |  | 27,841   |  | 42,690   |  | 23,538   | 
|                                                    |  |          |  |          |  |          | 
|Cost Per
      Tonne of Ore Processed               |  | $10.50   |  | $9.08    |  | $8.32    | 
|                                                    |  |          |  |          |  |          | 
|                                                    |  |          |  |          |  |          | 

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During 2002,
    ore from La Victoria accounted for approximately 90% of the ore processed
    by the Revemin mill. The balance comprised small quantities of open pit ore
    from the Tomi concession and ore purchased from independent miners working
    nearby concessions.


Crystallex
    has commenced a program to expand the processing rate of the Revemin mill
    to 1,800 tonnes per day at a capital cost of approximately US$2.6 million.
    The program will be undertaken in two stages; the first stage is designed
    to improve gold recoveries from the La Victoria ore and the second stage will
    expand the processing rate from 1,500 tonnes per day to 1,800 tonnes per day.
    Approximately half of the capital cost is budgeted for improving recoveries
    by adding a flotation circuit and regrind mill. The first stage is scheduled
    for completion by the end of 2003, while the expansion in processing capacity
    will be undertaken during 2004.


Upon completion
    of the flotation circuit and expansion and when the La Victoria and Tomi underground
    mines are operating at design rates, ore to Revemin will be supplied from
    La Victoria at the rate of about 1,550 tonnes per day and from Tomi at 250
    tonnes per day.


In 2002,
    a new 3,000 tonne per day crusher was installed at the La Victoria pit in
    conjunction with the mill expansion. The crusher has capacity to support a
    second phase expansion of the mill. The new crusher eliminates both the bottlenecks
    that were experienced with the existing installed crushing equipment at the
    mill, and the necessity of transporting oversized material to the mill, thereby
    reducing the maintenance cost on the highway haul trucks.


Las
  Cristinas 4, 5, 6 and7

On September
      17, 2002, Crystallex entered into a mining agreement (the "Agreement'')
       with the Corporacion Venezolana de Guayana (the CVG),
     acting under the authority of the Venezuelan Ministry of Energy and Mines

    (MEM) and pursuant to Venezuelan mining law, under
     which Crystallex has been granted the right to develop the Las Cristinas
    4,
    5, 6 and 7 gold deposits (the Las Cristinas Deposits)
     in the Municipality of Sifontes, Bolivar State, Venezuela. The CVG is the

    state organization responsible for the development of all natural resources
     in Bolivar State, with the exception of oil.


Background

The Agreement
    represents the culmination of a long-standing effort by Crystallex to obtain
    the mining rights for, and gain possession of, the Las Cristinas Deposits.
    Crystallex has for several years been involved in the enforcement of its title
    rights to the Las Cristinas 4 and 6 concessions. One of the obstacles to the
    enforcement of those rights was the mining contract (the MINCA
    Contract) granted in 1992 by the CVG to Minera Las Cristinas,
    C.A. (MINCA), a joint venture company owned by the
    CVG and Placer Dome Inc. (Placer Dome) for the development
    of the Las Cristinas Deposits. In November 2001, the CVG cancelled the MINCA
    Contract. In March, 2002 the MEM declared that the MINCA Contract was terminated
    and reassumed control of those mining rights. Although those actions did not
    have any effect on Crystallexs title claim to the Las Cristinas 4 and
    6 concessions, the result of those actions was that all assets impacted by
    the MINCA Contract reverted to the Republic of Venezuela. Under an agreement
    between the MEM and the CVG dated May 16, 2002, the CVG was authorized by
    the MEM to contract for the development and exploitation of the Las Cristinas
    Deposits and for the use of the related assets including reports, data and
    existing infrastructure. Crystallex was selected by the CVG as the party to
    develop the Las Cristinas Deposits and entered into the Agreement with the
    CVG on September 17, 2002. Crystallex has been advised by its Venezuelan counsel
    that the Agreement has been entered into in accordance with all applicable
    Venezuelan laws and under the authority granted to the CVG by the MEM. As
    the Agreement provides Crystallex with all legal authority necessary to take
    possession of and develop the Las Cristinas Deposits, including the commercialization
    and sale of gold, it is no longer necessary for Crystallex to proceed with
    its various legal actions seeking to enforce its title rights to the Las Cristinas
    4 and 6 concessions.


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Highlights

| |  | Definitive
          Mining Operation Contract signed with the Corporación Venezolana
      de Guayana (CVG) in September, 2002.              
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                 
| |  | Reports
      of the National Assembly in Venezuela confirm the legal and administrative
      process underlying the Mining Operation Contract.
| |   |                                                                                                                                                 
| |  | The independent
      reserve and resource report from MDA completed in April, 2003                                                             
| |   |                                                                                                                                                 
| |  | Feasibility
      Study awarded to SNC-Lavalin. Scheduled for completion by September, 2003.                                                    
| |   |                                                                                                                                                 
| |  | Metallurgical
      and pilot plant testing underway at SGS Lakefield Research Limited and McGill
      University.                             
| |   |                                                                                                                                                 
| |  | Environmental
      Impact Assessment to be conducted by SNC-Lavalin.                                                                           
| |   |                                                                                                                                                 
| |  | Environmental
      and mining permits to be arranged by the CVG.                                                                               
| |   |                                                                                                                                                 
| |  | Deutsche
      Bank appointed as project finance debt advisor.                                                                                  
| |   |                                                                                                                                                 
| |  | Commenced
      work on social programs for communities in the region.                                                                          
| |   |                                                                                                                                                 
| |  | Power
      for the project is available from a new electrical substation near the Las
      Cristinas site.                                    



Overview

The Las
    Cristinas property is located in the southeast corner of Venezuela in Bolivar
    State at Kilometre 88, a region with a history of gold mining. Las Cristinas
    is approximately 670 kilometres south of Caracas and 370 kilometres by paved
    highway south-southeast of Puerto Ordaz, a port city on the Orinoco River
    with access to the Atlantic Ocean. A six kilometre dirt road connects the
    Las Cristinas site to the paved highway. Las Cristinas consists of four concessions;
    namely Las Cristinas 4, 5, 6 and 7.


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Mining Operation Contract

On September
    17, 2002, Crystallex and the CVG signed a definitive Mining Operation Contract
    (MOC) for the development of Las Cristinas 4, 5, 6, and 7. The MOC provides
    Crystallex with the exclusive right to explore, design and construct facilities,
    exploit, process and sell gold from Las Cristinas. An official translated
    version of the MOC is available on Crystallexs website, (www.crystallex.com).


The MOC
    has been entered into in accordance with applicable Venezuelan laws and under
    authority granted to the CVG by the Ministry of Energy and Mines. A report
    in late February, 2003 from the Commission of Energy and Mines of the National
    Assembly of Venezuela and a report released in June 2003 by the Permanent
    Comptrollership Commission of the National Assembly confirm the legal and
    administrative process by which the contract rights of Minca, a previous partner
    with the CVG, were terminated, and the process by which the related assets
    were repossessed by the Republic of Venezuela, and by which the Government,
    through the CVG, entered into the Mining Operation Contract with Crystallex.


Highlights
    of the Mining Operation Contract include: 
      All
        reserves and production are for the account of Crystallex.
      Initial
        term of 20 years, with two renewal terms, each for ten years.
      Compensation
        to the CVG consists of the following:-US$15
        million (which was paid by Crystallex in the third quarter of 2002) for
        the use of reports, data and existing infrastructure.-A
        royalty based upon the value of monthly gold production as follows:i.a
        royalty of 1% at a gold price less than US$280 per ounce;ii.a
        royalty of 1.5% at gold prices from US$280 to less than US$350 per ounce;iii.a
        royalty of 2% at gold prices from US$350 to less than US$400 per ounce;
        andiv.a
        royalty of 3% at gold prices greater than US$400 per ounce.-An
        Exploitation Tax, established by Venezuelan mining law and payable to
        the Republic of Venezuela, equivalent to 3% of the value of gold produced.
      The
        CVG is responsible for obtaining all environmental and mining permits,
        with Crystallex providing any necessary technical information to support
        the permit applications.
      Throughout
        the term of the Mining Operation Contract, Crystallex will provide certain
        special programs which are intended to create employment for the region
        and provide training programs, provide technical assistance to local small
        miners associations, improve community health care facilities and make
        various infrastructure improvements to water sewage and roads. Crystallex
        agreed to hire 75 employees by the end of 2002 and an additional 50 employees
        by the end of 2003.




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| | Crystallex
      is to present a Feasibility Study by September, 2003 to the CVG for its
      approval.
|- | --------------------------------------------------------------------------------------------------------

Mine
  Development Associates Technical Report

Mine Development
    Associates (MDA) of Reno Nevada completed an estimate of the Las
    Cristinas mineralized material in March 2003, detailed in a report issued
    in April 2003 (as discussed in the next paragraph). Its estimate of March,
    2003 relied on original data and represents the first independent work conducted
    by Crystallex on the property. MDAs work will be incorporated into a
    comprehensive feasibility study. Mineralized material, estimated using a 0.5
    gram per tonne cut-off grade is tabled below:


|Tonnes
      (millions) |  | Grade
|----------------------- |  | -----
|                        |  |      
|439                     |  | 1.1  

In MDAs
    April, 2003, report, the resource and reserve estimates for Las Cristinas
    were calculated in accordance with the standards of the Canadian Institute
    of Mining and Metallurgy as adopted by the Canadian Securities Administrators
    in National Instrument 43-101. For the purposes of United States reporting
    under SEC Industry Guide 7, a full feasibility study is required in order
    to classify mineralization as a reserve. Accordingly, for US purposes, Las
    Cristinas mineralization is classified as mineralized material.


Feasibility
  Study

SNC-Lavalin
    Engineers & Constructors Inc. (SNCL) has been engaged to undertake
    a bankable Feasibility Study for the design, construction, and development
    of Las Cristinas. SNCLs Feasibility Study is proceeding on the basis
    of an initial 20,000 tonne per day operation. The plant design will allow
    an increase of capacity at a future date. MDA has been awarded the mandate
    for the Geology and Mine sections of the Feasibility Study. Metallurgical
    testwork is underway at SGS Lakefield Research Limited and McGill University.
    The Feasibility Study is scheduled for completion by September, 2003.


An Environmental
    Impact Study (EIS) is included in the scope of SNCLs mandate. The EIS
    will progress in parallel with the Feasibility Study engineering and the subsequent
    basic and detailed engineering stages of the project. The final EIS will be
    prepared to meet World Bank standards.


Project
  Finance Advisory Mandate

Crystallex
  engaged Deutsche Bank in April, 2003 as exclusive advisor for arranging project
  debt financing for Las Cristinas. It is envisioned that the financing required
  for development of Las Cristinas will be a combination of limited recourse project
  finance debt provided by international commercial banks, export credit agencies
  and multilateral agencies, mezzanine debt and Crystallex equity.

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Crystallex
  Rights Plan

Crystallex's
    Board of Directors adopted, and the shareholders approved, a rights plan ("Rights
    Plan"), in part, to prevent third parties from exploiting the situation created
    by Crystallex's original acquisition of the Cristinas 4 and 6 Concessions
    in Venezuela. The purpose of the Rights Plan is to give adequate time for
    shareholders of Crystallex to properly assess the merits of a bid without
    undue pressure and to allow competing bids to emerge. The Rights Plan is designed
    to give the Board of Directors time to consider alternatives to allow shareholders
    to receive fulland fair
    value for their Common Shares and to discourage unfriendly takeover attempts.


The effect
    of the Rights Plan, when triggered, is that each current Crystallex shareholder
    will have the right to purchase, for the exercise price of the rights, Crystallex's
    common shares having a value (based on the then prevailing market price) equal
    to twice such exercise price (i.e., at a 50 percent discount). The exercise
    price of the rights will be equal to five times the prevailing market price
    at a specified time. The Board of Directors believes that the adoption of
    the Rights Plan does not affect the duty of the Board of Directors to act
    honestly and in good faith with a view to the best interests of Crystallex
    and its shareholders.


El
  Callao Properties - The Lo Increible Deposits

The Lo Increible
    gold property is located adjacent to Crystallex's Revemin mill in El Callao.
    The project consists of two adjacent claims aggregating 9,704 hectares. Six
    deposits have been identified on the property, the largest of which is the
    La Victoria deposit. Crystallex acquired the project through a take-over bid
    for all of the shares of El Callao Mining Corporation and the purchase from
    Bema Gold Corp. of both US$16 million of debt that El Callao Mining owed to
    Bema Gold and Bema Golds royalty on the project's cash flow. Crystallex
    owns 51% of the Lo Increible project and the right to increase its ownership
    to 70%, and the remaining 49% ownership is currently controlled by Venezuelan
    partners unrelated to Crystallex. Crystallex and its Venezuelan partners have
    agreed that the net income from the Lo Increible Project is applied to the
    reduction of debt owing to Crystallex in amounts ranging from 75% to 87.5%
    of such net income.


Location,
  Access, Infrastructure

The properties
    are located three kilometers north of El Callao and 15 km south of Guasipati.
    Access to the claims is via the paved interstate highway and a number of subsidiary
    gravel roads. The project area lies partly in savannah and partly in low tropical
    rain forest at elevations in the 150 m to 225 m range.


The infrastructure
    of the project is excellent. In addition to roads, a major power line crosses
    the property. Water is abundant and fuel costs are low.


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Property
      History

The Lo
      Increible gold belt has been partially exposed by some 86 hardrock gold
      workings spread along the belt. None of these workings are more than 25
      metres deep. Despite the El Callao district's production history and Lo
      Increible's extensive surface workings, little modern exploration had taken
      place until the El Callao Mining Corp. began working on the district in
      late 1993. El Callao's work initially included regional-scale mapping,
      airborne magnetic and radiometric surveys, soil and rock sampling, extensive
      mechanized trenching, and detailed sampling in selected areas. Areas of
      interest were evaluated by 10,413 metres of reverse circulation drilling
      in 1994. This RC program led to the definition of priority targets that
      were subsequently tested by diamond drilling.


In 1997,
      El Callao Mining commissioned MRDI, an independent engineering firm based
      in San Mateo, California, to conduct a resource estimate of the Lo Increible
      deposits based on a data base of 49,377 meters of drilling in 302 holes.
      The resource estimate was completed in 1998 and subsequently revised in
      2000 based on the information provided by 19 additional holes totalling
      1,925 meters.


In addition
      to the geologic resources defined by this drilling, El Callao's work led
      to the identification of several mineralized zones with potential for open
      pittable mineralization.


In late
      2001, Crystallex completed 2,893 meters of diamond drilling in 36 holes
      at La Victoria. The drilling was primarily aimed at upgrading the reserves
      within the central portion of the La Victoria deposit. The results confirmed
      the continuity of mineralization throughout the entire mineralized panel.
      They also indicated the presence of a thick, high grade ore shoot defined
      by broad mineralized intervals in holes LV01-003 (20.50 meters of 14.10
      g/t Au) and LV01-13 (17.20 meters of 4.41 g/t Au followed by 33.10 meters
      of 8.07 g/t Au).


The results
      of this drill program were incorporated in a new reserve and mineral deposit
      estimate that was completed on February 28, 2002.


Geology
      and mineralization

The Lo
      Increible project is located in the heart of the El Callao Greenstone belt
      gold producing region of Venezuela. The greenstone sequence consists of
      a volcano-sedimentary pile of Lower Proterozoic age comprised of a basal
      unit of basaltic rocks, a middle unit of intermediate to felsic volcanics,
      and an upper unit of clastic sediments. The main feature of the Lo Increible
      project is a major NNE to NE trending shear system which extends over a
      distance of 15 km and contain numerous historical gold workings.


Gold mineralization
      within the Lo Increible belt is associated to shear-vein systems characterized
      by intense hydraulic brecciation, silica flooding, carbonate-sericite alteration
      and sulphidation (pyrite and subordinate arsenopyrite). Exploration work
      by EMC has led to the definition of six separate deposits known as La Victoria,
      La Cruz (LC), El Tapon (T), Sofia (S),
      La Loca (LL) and El Extranjero (E).


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La
        Victoria is the largest deposit identified to date on the property. It
        consists of several stacked mineralized zones that dip 35°to
        the east and have been traced for 750 metres along strike. The main
        zone of mineralization ("Main Zone") has an average true thickness of
        20 metres and is characterized by a pinch-and-swell distribution of gold
        mineralization. La Cruz deposit consists of subparallel shear-hosted
        mineralized bodies dipping 60°to
        the southeast. The best developed zone within this deposit is 3 m to
        25 m thick and has been traced for 600 m along strike. El Tapon and La
        Sofia are rod-like deposits with average thicknesses of 9 m to 12m. They
        have been traced 200 m to 250 m down-plunge. The La Loca deposit is a
        shallow dipping (35°),
        5 m to 10 m thick mineralized zone with a known strike length of 100
        m. The El Extranjero deposit comprises two steeply dipping mineralized
        zones ranging in thickness from 2 m to 20 m. To date the deposit has
        been traced over 250 m along strike and 120 m down dip.


Ore
      Reserves

Ore
        reserves (probable) at the Lo Increible project as of December 31, 2002,
        are summarized below:


|                           | Canadian
          Standards |       | U.S.
          Standards |                      
|-------------------------- | ---------------------------- | ----- | ------------------------ | ---------------------
|                           |                             
|Ore                        |                              |       |                          | Contained            
|Tonnes                     |                              | Grade |                          | Gold
          (ozs.)
|Deposits                   | (000s)                      |       | (g/t)                    |                      
|                           |                              |       |                          |                      
|LC, T,
        S, LL, E(1) | 2,219                        |       | 3.3                      |                      
|                           |                              |       |                          |                      
|La Victoria(2)             | 3,925                        |       | 3.0                      |                      
|                           |                              |       |                          |                      
|Total Lo
        Increible | 6,144                        |       | 3.1                      |                      
|                           |                              |       |                          |                      
|                           |                              |       |                          |                      

|(1) | The reserves
        for these five Lo Increible deposits (LC, T, S, LL, E) were estimated
        by members of Bemas technical staff as part of an internal pre-feasibility
        study published in March 1999. These reserves were estimated based on
        the open pit optimization of mineralized material calculated by MRDI.
        The ore reserves were calculated using a cut off grade of 1.00 g/t Au
        and a gold price of US$325 per ounce. Bemas estimates qualify as
        reserves in accordance with Canadian National Instrument 43-101. However,
        they do not qualify as reserves for United States reporting purposes,
        since SEC Industry Guide 7 (under the Securities Exchange Act of 1934),
        as interpreted by the U.S. Securities and Exchange Commission staff,
        requires completion of a full feasibility report in order to classify
        mineralization as reserve. Accordingly, for U.S. reporting purposes,
        the mineralization at LC,T,S,LL, and E is classified as Mineral Deposit.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The
        reserves of the La Victoria orebody, which meet both U.S. and Canadian
        reserve definition standards, were calculated by Nick Suter, at that
        time Crystallexs Chief Mine Geologist, and were verified by Dr.
        Luca Riccio, P. Geo., Vice President Exploration of Crystallex. The reserve
        estimate was based on the open pit optimization of the Mineral Deposit
        performed by Crystallex. The La Victoria reserves were calculated at
        a cut off grade of 1.0 g/t Au and a gold price of US$300 per ounce.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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Mineral
      Deposit

Tabled
        below are the Mineral Deposit estimates for the Lo Increible concession
        at December 31, 2002:


|                           | Tonnes |  | Grade | 
|-------------------------- | ------ |  | ----- | 
|(000s)                    | (g/T) 
|                           |        |  |      
|LC, T,
        S, LL, E    | 1,542  |  | 4.3   | 
|La Victoria                | 1,197  |  | 3.9   | 
|                           |        |  |       | 
|Total
        Lo Increible | 2,739  |  | 4.1   | 
|                           |        |  |       | 

Mineral
        Deposit is a mineralized body which has been delineated by appropriately
        spaced drilling and/or underground sampling to support a sufficient tonnage
        and average grade of metal. Such a deposit does not qualify as a reserve
        until a comprehensive evaluation based upon unit cost, grade, recoveries
        and other material factors conclude legal and economic feasibility. The
        Mineral Deposits for La Victoria and the other five Lo Increible deposits
        exclude the probable gold reserves discussed above. As discussed note
        1 to the table inOre
        Reserves,
        the mineralization at LC,T,S,LL, and E is classified as Mineral Deposit
        for U.S. purposes.


The resource
      estimates of two of the six Lo Increible deposits (La Victoria and La Cruz)
      were estimated by MRDI in 2000. The Mineral Deposit of La Victoria was
      estimated by Crystallexs technical personnel using the pre-existing
      data base as well as an additional 2,894 meters of core drilling completed
      by Crystallex in 2001. All Mineral Deposit figures were estimated at 1.0
      g/t Au cutoff.


For purposes
      of determining both reserves and mineralized deposits for La Victoria,
      drill sections are spaced 25 to 50 meters apart, and the drill spacing
      within the sections is in the range of 25 to 50 meters.


Production
      Statistics (since acquisition by Crystallex)

|100%
          Basis                         | 2002    |  | 2001    |  | 2000 | 
|-------------------------------------------- | ------- |  | ------- |  | ---- | 
|                                             |         |  |         |  |      | 
|La
          Victoria (51% Crystallex)1      |         |  |         |  |      | 
|Tonnes
        Ore Mined2                    | 333,857 |  | 260,098 |  | N/A  | 
|Tonnes
        Waste Mined                   | 937,949 |  | 613,210 |  | N/A  | 
|Tonnes
        Ore Processed                 | 326,572 |  | 297,000 |  | N/A  | 
|Average
        Grade of Ore Processed (g/t) | 2.8     |  | 3.1     |  | N/A  | 
|Recovery
        Rate (%)3                   | 76%     |  | 90%     |  | N/A  | 
|                                             |         |  |         |  |      | 
|Production
        (ounces)                  | 22,548  |  | 26,504  |  | N/A  | 
|                                             |         |  |         |  |      | 
|                                             |         |  |         |  |      | 

|1 | Crystallex
          owns 80% of El Callao Mining Corp, which in turn has a 51% equity interest
          in La Victoria. However, Crystallex has an 87.5% share of the cashflow
          from La Victoria until US$4.0 million of debt relating to the La Victoria
          concession is repaid. Thereafter, Crystallex has a 75% share of the
          cashflow until the La Victoria debt is fully repaid, (approximately
          US$40 million). Presently, there is no distributable cashflow, and
          Crystallex reports all production for its account.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2 | Crystallex
        commenced mining at La Victoria in April 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3 | The recovery
        of gold dropped in 2002 due to processing refractory sulphide ore. See
        2002 Review below.                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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Crystallex
      has been mining ore from the La Victoria Pit since April, 2001. Ore from
      La Victoria is trucked about 10 kilometres for processing at the Revemin
      mill.


La Victoria
      is the largest of six deposits on the Lo Increible concession located in
      Venezuelas El Callao gold district. Gold production from the La Victoria
      open pit mine was 22,548 ounces in 2002, down from 26,504 for the nine
      months La Victoria was in operation during 2001. Lower than planned tonnes
      mined and processed, coupled with considerably lower recoveries and lower
      grades of ore processed, resulted in a significant shortfall of gold production
      from La Victoria in 2002.


In
        2002, La Victoria accounted for almost 90% of Crystallexs ore production
        in Venezuela. Mining of waste and ore were, however, well below budget.
        Ore mined, at 334,000 tonnes, was only 68% of budget, while waste mined
        of 491,000 tonnes was just 49% of budget. The average mining rate for
        ore production was just over 900 tonnes per day which was inadequate
        to keep the Revemin mill operating at its available capacity of about
        1,500 tonnes per day. Lower than planned mining of waste and ore were
        due, in part, to low equipment availability. Insufficient funding prevented
        the mining contractor at La Victoria from upgrading and maintaining his
        equipment fleet. Production was also reduced by mining mostly hard rock
        during the year after the depletion of the saprolite ore from the current
        mining area. This was compounded by a delay in receiving blasting permits
        and the lack of some production equipment until August. As discussed
        below, a large waste stripping campaign is planned this year to compensate
        for the lack of stripping in 2002.


Recovery
      of gold from La Victoria ore declined during 2002, averaging only 76% for
      the year, as compared with 90% in 2001. Recovery of gold has been significantly
      reduced since the transition from saprolite ore to sulphide ore at La Victoria
      early in the second quarter of 2002. Metallurgical testwork to date indicates
      that the refractory sulphide ore at La Victoria requires flotation and
      regrinding prior to cyanide leaching. Further test work is required to
      accurately determine recovery levels. As described below, the Phase I Revemin
      expansion to 1,800 tonnes per day will incorporate a flotation and regrind
      circuit.


The grade
      of ore processed at 2.8 grams per tonne, although close to budget during
      2002, was 10% lower than 2001 due to the depletion of higher grade saprolite
      ore in 2001.


The
          Kilometre 88 Area

Crystallex
      currently holds or claims an interest or has the right to acquire an interest
      in properties located in or near Kilometre 88 on Interstate Highway 10,
      in Bolivar State, Venezuela. Interstate Highway 10 is a paved road in good
      condition that connects the city of Puerto Ordaz on the Caroni River with
      the Brazilian border. Puerto Ordaz, having approximately 400,000 inhabitants
      with most services and an important river port, is 220 miles away. Caracas,
      Venezuela's capital, is one hour away by air from Puerto Ordaz. Gravel
      roads lead from the highway to the Albino Concession, the Las Cristinas
      Concessions, the Carabobo Concession and the Santa Elena 7 and 8 Concessions,
      although to reach the Santa Elena Concessions it is necessary to cross
      a river by barge.


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Airports
      capable of servicing small aircraft are located at the town of El Dorado,
      55 miles to the north of the Albino Concession, and at Tumeremo, 100 miles
      to the north of the Albino Concession. Primary logistical support is available
      at Kilometre 88 or in the mining settlement of Las Claritas. Puerto Ordaz,
      located 220 miles to the north, offers full facilities for the acquisition
      of equipment and spare parts.


The properties
      are principally covered by tropical rainforest. The soil profile is typical
      of other tropical rainforest areas.


Mineiro
        Concessions

Crystallex
      has not performed any mining activities on the Mineiro concession in Brazil.


The
        Santa Elena, Carabobo and San Miguel Concessions

In 1994,
      Crystallex attempted to purchase from ACOMIXSUR four mining concessions
      known as the Santa Elena 7 & 8, Carabobo and San Miguel 8 concessions,
      all located in Bolivar State, Venezuela. In 1995, the Ministry of Energy
      and Mines gave notice that it would not accept notice of the proposed transfers
      of these concessions. Later in 1995, Crystallex brought a lawsuit challenging
      that decision by the MEM. On August 7, 2001, the Supreme Tribunal of Justice
      issued a decision declaring the prescription (termination) of a multitude
      of inactive lawsuits, including the Crystallex lawsuit. In the meantime,
      Crystallex entered into a commercial joint venture with ACOMISUR, the successor
      to ACOMIXSUR, giving it an 80% interest in those properties. In view of
      that joint venture agreement, Crystallex has undertaken no action to reinstate
      its action in the Supreme Court. The joint venture allows for the commercial
      processing of ore from these properties, notwithstanding that a full drilling
      program has not yet been undertaken.


Santa
        Elena Concessions


The contiguous
      Santa Elena 7 and 8 Concessions occupy an area of 800 hectares. They are
      located in Bolivar State, Venezuela, 15 kilometres west of the Bolivar
      Interstate Highway and 16 kilometres north west of the community of El
      Dorado. Access is by a gravel, all weather road.


The concessions
      are centered on a multi-phase intrusive complex consisting of a barren,
      circular pyroxenite-gabbro plug surrounded by variably pyritized quartz
      diorite. The intrusive complex is flanked by a supracrustal sequence of
      acid to intermediate pyroclastics. The rocks are saprolitized to depths
      ranging from 5 meters to 40 meters.


Mineralization
        at Santa Elena occurs within shallow dipping fracture zones surrounding
        the barren pyroxenite, inmultidirectional
        sets of high grade quartz veins, and in swarms of NNE trending quartz
        veinlets in quartz diorite.


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Work by Crystallex in
    1993 indicated potential for large low-grade Mineral Deposit on this property.
    One trench assayed 2.48 g/T Au over 100 meters. One hole drilled in the vicinity
    of this trench assayed 0.96 g/T Au over its entire 96-meter length.


Carabobo
        Concession


The 462.5-hectare Carabobo
    Concession is located in the Kilometre 88 gold district and appends the Albino
    I Concession to the south. Access is provided to the property by a gravel
    road branching off the Bolivar Interstate Highway at Kilometre 87 and by a
    series of secondary roads passable by single traction vehicles during the
    dry season. The property is in an area of low relief and moderately dense
    tropical rainforest.


The Carabobo Concession
    is part of a northwesterly trending Precambrian greenstone belt consisting
    of metabasalts unconformably overlain by epiclastic and pyroclastic successions.


Existing geological
    information on the Carabobo Concession is based on mapping and soil sampling
    carried out by Company personnel over a cut grid consisting of a north south
    base line and 18 east west cross lines spaced 100 meters apart.


San Miguel 8 Concession


The 500 hectare San
    Miguel Concession is located approximately 10 Kilometres west of interstate
    highway 10 and 44 Kilometres north of Kilometre 88. There is no road access
    to the property. Artisan mining activities are known to have taken place at
    San Miguel. However, no exploration activity has been carried out by Crystallex.


The San Gregorio Mining
  Concession

In October 1998, Crystallex
    acquired the San Gregorio property and mine, formerly owned by a subsidiary
    of Rea Gold. The San Gregorio project consists of an operating mine and approximately
    20,000 hectares of mineral properties.


The San Gregorio mine
    commenced production in January 1997 and is currently producing gold at an
    average rate of approximately 65,000 ounces per year. It includes a mill facility
    with the capability to process 3,000 tonnes of ore per day.


Description and
    Location


The San Gregorio gold
    mine is located in the Rivera Province of northern Uruguay, near the town
    of Minas de Corrales, approximately 90 kilometers south of the major population
    center at the adjoining border cities of Rivera, Uruguay and Livramento, Brazil.
    Access to the project site from Montevideo, the capital city of Uruguay, is
    to the north on Route 5 via Tacuarembo and then eastward on Route 29 to the
    town of Minas de Corrales, a total distance of approximately 280 miles (450
    kilometers.). A majority of the mine and plant operations personnel have been
    sourced from Rivera, Tacuarembo and Minas de Corrales.


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The San Gregorio property
    is comprised of contiguous mineral concessions totaling 1,321 hectares (3,264
    acres). The current Ore Reserves are contained within two mine exploitation
    grants, issued in November 1989 and June 1994, which are in effect for an
    initial, renewable term of 15 years. In addition, Crystallex owns outright
    1,087 hectares (2,686 acres) of the surface estate within the project area
    and controls exploration rights on 20,000 hectares (49,400 acres) of prospective
    mineral lands in northern and southern Uruguay.


|
|

Property History


Gold prospecting and
    mining activities in the San Gregorio area date back to the 19th
    century. Between 1895 and 1914,
      underground mining took place at San Gregorio, yielding 64,300 ounces of
      gold.


The San Gregorio mine
    remained idle until the mid 1980s when a number of companies began exploration
    work at San Gregorio. The project was acquired by American Resource Corp,
    Inc. ("ARC") in 1994 and put in production by Rea Gold in 1997 following the
    1996 merger of ARC with one of Rea's wholly owned US subsidiaries. In early
    1998, Rea Gold filed for bankruptcy in Canada.


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Crystallex conducted
    a detailed evaluation of the mine, its assets, liabilities and ore reserves
    before acquiring the assets in October 1998.


Mineralization


The San Gregorio gold
    mine and the surrounding gold district are located in the western portion
    of a 110 Kilometre long and 35 Kilometre wide Precambrian inlier known as
    the Rivera Crystalline Island (RCI). The RCI is cut by prominent
    longitudinal breaks and shear zones which cross the entire length of this
    Precambrian inlier. Gold mineralization in the region is broadly associated
    to structural and lithologic elements. At San Gregorio mineralization occurs
    within dilatational sites of an E-W shear known as the San Gregorio Shear
    Zone and is best developed in areas where the shear zone cuts reactive dioritic
    rocks. Gold mineralization at San Gregorio consists of pyrite-bearing silica-carbonate
    replacements and quartz-kspar stockworks. Gold mineralization is characterized
    by low sulphide content (1- 4%) and is therefore non-acid generating.


Five deposits have to
    date been identified and outlined by drilling at the San Gregorio property:
    San Gregorio Main, East Extension, Santa Teresa, Santa Teresa West, and Santa
    Teresa North. In addition, Crystallex owns the Zapucay deposits located 20
    km southeast of San Gregorio.


2001 Exploration
    Program


Crystallex exploration
    activities in the year 2001 included 312 Km2 of geologic mapping and accompanying
    soil sampling, lithogeochemistry and heavy mineral sampling. Most of the exploration
    work was concentrated within the western sector of the Rivera Crystalline
    Island. In addition, Crystallex acquired a 7,000 hectare prospecting permit
    covering portions of a very strong gravity/magnetic anomaly located in the
    Rocha district in the northeastern Uruguay.


Ore Reserves

Ore Reserves as of December
    31, 2002 are summarized below:


|Ore
    Reserves 
    (Probable)
|--------------------------------
|                                
|                                
|                                
|                                
|San Gregorio Project            

The Ore Reserves were
       calculated using a 0.7g/t Au cutoff and a gold price of $325/ounce.
        The Ore Reserves were calculated by members of San Gregorio's technical
       staff
    using Medsystem modeling techniques.


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Mineral
Deposit


Mineral Deposit for
    the San Gregorio deposits as of December 31, 2002 is summarized below:


|Mineral
    Deposit 
|--------------------
|                    
|                    
|                    
|                    
|San Gregorio Project

Mineral Deposit is a
    mineralized body which has been delineated by appropriately spaced drilling
    and/or underground sampling to support a sufficient tonnage and average grade
    of metal. Such a deposit does not qualify as a reserve until a comprehensive
    evaluation based upon unit cost, grade, recoveries and other material factors
    conclude legal and economic feasibility. The Mineral Deposits for San Gregorio
    project exclude the probable gold reserves discussed above.


The Mineral Deposit
    of San Gregorio was calculated by members of Minera San Gregorio's technical
    staff using the same Medsystem software employed in the estimation of ore
    reserves. The Mineral Deposit figures are reported at a 0.5 g/t Au cutoff


For purposes of determining
    both reserves and mineralized deposits, drill sections are spaced 25 to 50
    meters apart, and the drill spacing within the sections is 25 meters.


Operations


The San Gregorio gold
    mine is an open pit mine utilizing loaders and trucks. Mining is currently
    conducted in the San Gregorio Main, East Extension, and Santa Teresa pits.
    Mining takes place six days per week, three shifts per day, at a nominal daily
    production rate of 3,500 tonnes of ore and 15,000 tonnes of waste. This mining
    activity supplies mill feed at a rate of 3,000 tonnes per day seven days per
    week.


The major mining equipment
    includes two Caterpillar 990 front-end loaders, five Caterpillar 773D haul
    trucks, three Ingersoll Rand DM45 drills and ancillary equipment. Ore is dumped
    by truck directly into the ore hopper at the primary crusher. A run-of-mine
    stockpile is used to ensure that a continuous ore supply is available to the
    mill when the mine is down on Sundays or during a waste cycle. Waste material
    is hauled to the main waste dump located south of the Main Pit.


The current life of
    mine plan contemplates the mine closing at the end of 2003; however, Crystallex
    is presently evaluating alternatives to extend the mine life beyond 2003.
    Environmental closure and employee severance costs are estimated at US$2.3
    million.


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Production Statistics


|100% Basis                                 | 2002      |        | 2001      |   | 2000      | 
|------------------------------------------ | --------- | ------ | --------- | - | --------- | 
|                                           |           |        |           |   |           | 
|San Gregorio (100%
      Crystallex)       |           |        |           |   |           | 
|Tonnes Ore Mined                           | 1,062,626 |        | 828,526   |   | 948,676   | 
|Tonnes Waste Mined                         | 4,685,190 |        | 5,007,753 |   | 4,511,631 | 
|Tonnes Ore Processed                       | 1,105,619 |        | 1,092,389 |   | 1,087,101 | 
|Average Grade of Ore
      Processed (g/t) | 2.04      |        | 2.09      |   | 2.21      | 
|Recovery Rate (%)                          | 92%       |        | 91%       |   | 93%       | 
|                                           |           |        |           |   |           | 
|Production (ounces)                        |           | 66,832 |           |   | 66,957    | 
|                                           |           |        |           |   |           | 
|Production Costs
      (US$/ounce):        |           |        |           |   |           | 
|Cash Operating Costs                       | $         | 234    |           | $ | 259       | 
|Royalties & Production
      Taxes         | $         | 3      |           | $ | 3         | 
|                                           |           |        |           |   |           | 
|Total Cash Cost
      Per Ounce            | $         | 237    |           | $ | 262       | 
|                                           |           |        |           |   |           | 

The San Gregorio open
    pit mine, located in northern Uruguay, accounted for approximately 70% of
    Crystallexs gold production in 2002. The mine operated at planned levels
    and gold production for the year, at 66,832 ounces, was equivalent to 2001
    production. Operating results were in line with budget projections, with the
    mill processing over 3,000 tonnes per day on average during the year and gold
    recovery exceeding 92%.


Total cash operating
    costs in 2002 were US$237 per ounce, a decrease of about 10% over 2001 due,
    in part, to less waste stripping in 2002. The grade of ore, however, has declined
    over the past two years, from 2.21 grams per tonne in 2000 to 2.04 grams per
    tonne in 2002, as the mine nears the end of its operating life. The average
    reserve grade at December 2002 was 1.7 grams per tonne.


San Gregorio is forecast
    to produce 52,000 ounces of gold in 2003. Cash operating costs are expected
    to increase to approximately US$250 per ounce with the continued processing
    of lower grade ore. As reported in our third quarter 2002 results, mining
    operations at San Gregorio are anticipated to end during 2003 or by early
    2004 and the possibility of further production depends on the success of present
    programs to extend the minelife. These programs include a reevaluation of
    a west extension of the San Gregorio pit. There are approximately 56,000 ounces
    of gold in the west extension that have not been included in the year end
    2002 reserve estimate. Also excluded from the year end reserve estimate is
    a stockpile of ore containing approximately 20,000 ounces of gold. Processing
    the stockpile is also under review.


Crystallex is also evaluating
    the adjoining Sobresaliente property owned by Uruguay Mineral Exploration,
    (UME). If reserves support a viable mine plan, ore from Sobresaliente
    will be processed at the San Gregorio mill and the net cashflow from the project
    will be shared between Crystallex and UME in accordance with terms of an agreement
    signed in July, 2002.


Environmental closure
    and severance costs at San Gregorio are estimated at approximately US$2.3
    million. Under the current plan, these costs will be incurred in late 2003
    and during 2004.


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Permitting and Environmental
  Matter

On January
  19, 1994, the Uruguayan Government enacted Law 16.466 (regulatory decree passed
  September 21, 1994), which established the requirement for mining companies
  to be issued an Environmental Impact Authorization prior to the commencement
  of construction and mining activities. The San Gregorio gold mine was granted
  the country's first environmental permit under the new regulatory decree on
  March 26, 1996, becoming the first mine in Uruguay to conduct an environmental
  impact study.


Financing

The assets
  of the San Gregorio Gold mine were acquired at a total purchase price of US$29.0
  million, satisfied by US$7.0 million in cash, US$6.0 million from the liquidation
  of certain acquired company assets and US$16.0 million in non-recourse project
  finance underwritten by Standard Bank London Limited (SBL or Standard
  Bank London). In addition, a further US$1.2 million non-recourse equipment
  finance loan was arranged by SBL. The total US$17.2 million has been borrowed
  by Minera San Gregorio, S.A. (MSG), an indirect wholly-owned subsidiary
  of Crystallex (SBL Loan).


The original
  US$16 million gold loan from SBL was being amortized in accordance with the
  cash flow from the San Gregorio mine and carried an interest rate of approximately
  3%. Crystallex amended the original terms of the loan and combined repayment
  with the payments under the loan that it assumed upon its acquisition of Bolivar
  Goldfields Venezuelan assets (seeThe Tomi Mine and Revemin Mill  Financing). The combined repayments provide
  a final payment under the US$16 million loan to MSG (the MSG Loan)
  in 2004 and a final payment under the loan in connection with the acquisition
  of Bolivar Goldfields Venezuelan assets (the Bolivar Loan)
  in 2006. At December 31, 2002, the principal balance of the MSG Loan and of
  the Bolivar Loan, each of which provide limited recourse to Crystallex and certain
  of its subsidiaries, is approximately US$2,511,000 and US$8,263,000, respectively.


In December,
  2001, SBL provided Crystallex with a letter of credit to support the rehabilitation
  plan at the San Gregorio mine. In consideration of the granting of the letter
  of credit and to support its indebtedness to SBL, Crystallex agreed to provide
  SBL with limited collateral security as to the MSG and Bolivar Loans over certain
  assets held by Crystallex and certain of its subsidiaries.


SBL retains
  the right, subject to certain conditions, to assign its interest in the outstanding
  portion of the financing to one or more other commercial banks or lending institutions.


Crystallex
  is making the required principal payments on the U.S.$1.2 million equipment
  loan in monthly amounts of US$25,000 and as at December 31, 2002 had only one
  instalment of US$25,000 remaining. Crystallex shareholders have approved the
  issuance of up to 36,358,966 Crystallex common shares to repay the SBL Loan
  and up to an additional 1,000,000 Crystallex common shares upon the exercise
  of warrants issued to SBL in connection with the SBL Loan (of which 833,334
  warrants have expired or been exercised by their terms).


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Knob
  Hill Property and Other Properties

Crystallex
    has not performed any mining activities on other properties, such as the
      Knob  Hill concession in Canada.


ITEM 5 OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS

This discussion
  of Crystallexs financial condition and results of the operations should
  be read in conjunction with the audited consolidated financial statements and
  the related notes thereto as restated on July 25, 2003. Crystallex prepares
  and files its consolidated financial statements and Managements Discussion
  and Analysis (MD&A) in Canadian dollars (unless otherwise stated)
  and in accordance with Canadian generally accepted accounting principles (GAAP).


The MD&A
  has been revised and restated from the previously issued MD&A of May 20,
  2003 to reflect the restatement of the consolidated financial statements on
  July 25, 2003. The restatement arose from (i) call option premium income not
  properly recorded and (ii) the treatment of fixed forward contracts with a hedge
  designation rather than trading activity. Crystallex has conducted an extensive
  review of its written call option and fixed forward activities and is satisfied
  that all errors have been identified. As well, with the accounting treatment
  now applicable for call options and forward contracts, Crystallex has put in
  place a reporting process to ensure future derivative transactions are given
  the appropriate accounting treatment.


These consolidated
  financial statements have been reconciled to US GAAP as discussed in Note 18
    to the consolidated financial statements beginning on page F-1 of this
  Form 20-F.


Key
  Highlights

| |  | Gold
      production of 94,623 ounces at a cash cost of US$269 per ounce                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                
| |  | Cash
      contribution of US$34 per ounce; average realized gold price of US$303                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                
| |  | Net
      loss for the year Cdn$56.5 million, including non-cash items (i) mineral
      property writedowns of Cdn$2.1 million, (ii) non-hedge derivative loss of
      Cdn$35.5 million and (iii) amortization and depletion Cdn$12.3 million
| |   |                                                                                                                                                                                                                                                
| |  | Las
      Cristinas Mining Operation Contract signed                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                
| |  | Las
      Cristinas Feasibility Study and metallurgical testwork underway                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                
| |  | 2001
      and 2000 Results restated resulting primarily from mineral property writedowns
      and marking to market the derivative book                                                                                                      
| |   |                                                                                                                                                                                                                                                
| |  | Management
      team expanded                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                
| |  | Head
      office relocated to Toronto                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                

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Key
  Statistics

|                                                       |     | 2002       |   |     | 2001       |   |     | 2000       | 
|------------------------------------------------------ | --- | ---------- | - | --- | ---------- | - | --- | ---------- | 
|                                                       |     |            |   |     |           
|Operating
      Statistics                             |     |            |   |     |            |   |     |            | 
|Gold Production
      (ounces)                         |     | 94,623     |   |     | 109,647    |   |     | 95,563     | 
|Total
      Cash Cost Per Ounce1,2                     | US$ | 269        |   | US$ | 230        |   | US$ | 211        | 
|Total
      Production Cost Per Ounce2                 | US$ | 353        |   | US$ | 321        |   | US$ | 287        | 
|Average
      Realized Price Per Ounce                 | US$ | 303        |   | US$ | 295        |   | US$ | 301        | 
|Average
      Spot Gold Price Per Ounce                | US$ | 310        |   | US$ | 271        |   | US$ | 279        | 
|                                                       |     |            |   |     |            |   |     |            | 
|Financial
      Statistics (C$ thousands)  AsRestated |     |            |   |     |            |   |     |            | 
|Revenues                                               | $   | 46,161     |   | $   | 45,984     |   | $   | 39,639     | 
|Cashflow
      from Operating Activities               | $   | (4,451     | ) | $   | 8,139      |   | $   | 11,080     | 
|Net Income
      (Loss)                                | $   | (56,460    | ) |     | ($42,552   | ) | $   | 4,549      | 
|Net Income
      (Loss) per Basic Share                | $   | (0.67      | ) |     | ($0.62     | ) | $   | 0.09       | 
|Weighted
      Average Number of Common Shares         |     |            |   |     |            |   |     |            | 
|Outstanding                                            |     | 84,441,287 |   |     | 69,117,738 |   |     | 52,965,842 | 
|                                                       |     |            |   |     |            |   |     |            | 
|                                                       |     |            |   |     |            |   |     |            | 

|1 | Includes
      Royalties and Production Taxes.                                                                                                                                              
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2 | Total
      Cash Costs and Total Production Costs are calculated in accordance with
      The Gold Institute Standards. For an explanation, refer to the section on
      Non-GAAP measures.
|  |                                                                                                                                                                                             

Restatements

As described
  in detail below, Crystallex has amended its accounting treatment for call options
  and fixed forward contracts including a mark to market adjustment of both call
  options and fixed forward contracts. The impact is as follows:


|                                                                   |          | 2002    |          |  | 2001     |   |  | 2000   |  
|------------------------------------------------------------------ | -------- | ------- | -------- |  | -------- | - |  | ------ | -
|                                                                   |          |         |          |  |         
|                                                                   | ($000s) |         | ($000s) |  | ($000s)
|                                                                   |          |         |          |  |          |   |  |        |  
|Net
      Income (Loss)  As originally reported (1)               |          | (39,772 | )        |  | 68       |   |  | 3,305  |  
|Restatements
            (3)                                       |          |        |          |  | (36,718  | ) |  | (3,713 | )
|Net
           (Loss)  As previously reported (2)                 |          | (39,772 | )        |  | (36,650  | ) |  | (408   | )
|Restatement
           of non hedge derivative loss
           (3) |          | (16,688 | )        |  | (5,902   | ) |  | 4,957  |  
|                                                                   |          |         |          |  |          |   |  |        |  
|Net
      Income (Loss)  As restated                              |          | (56,460 | )        |  | (42,552  | ) |  | 4,549  |  
|                                                                   |          |         |          |  |          |   |  |        |  
|                                                                   |          |         |          |  |          |   |  |        |  

|1. | 2002 information
      is contained in Crystallexs 2002 audited consolidated financial statements
      that have audit report dated May 13, 2003.The 2001 information is contained
      in Crystallexs 2001 audited consolidated financial statements that
      have audit report dated May 8, 2002, and the 2000 information is contained
      in Crystallexs 2000 audited consolidated financial statements that
      have audit report dated March 27, 2001.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Balances
      reflected in the 2002 consolidated statements with auditors report
      dated May 13, 2003.                                                                                                                                                                                                                                                                                                                                                           
|3. | Refer
      to note 3 to the 2002 consolidated statements, with auditors report
      Dated July 25, 2003.                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

The impact
  of this restatement on U.S. GAAP earnings is disclosed in note 18 to the 2002
  consolidated statements, which are included in this Form 20-F.


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Previously,
  Crystallex had treated fixed forward contracts as transactions eligible for
  the normal purchases and sales exemption, which requires, amongst other things,
  physical delivery of the gold in satisfaction of the contract. Upon re-examination,
  it has been determined that the delivery of amounts in Venezuela have been satisfied
  by physical delivery to the Central Bank rather than directly to the counterparty.
  In addition, certain restructuring transactions with the counterparty that modified
  the forward contracts prior to their maturity, have indicated that the characterization
  of forward contracts as settled by physical delivery was not necessarily the
  method of settlement of all forward contracts. As a result, Crystallex has redesignated
  the forward contracts as trading activity, and reflected the changes in the
  market value of these contracts as a non hedge derivative gain (loss).


In addition,
    the previously issued MD&A of May 20, 2003, reflected writedowns of mining
    interests and investments aggregating $36.7 million, resulting in a restatement
    more fully described under Other Income and Expenses below.


|A. | Operating
      Results
|-- | -----------------------

Summary

For the year
  ended December 31, 2002, Crystallex had a restated net loss of $56.5 million,
  or $0.67 per share including non-cash items, (i) mineral property writedowns
  of $2.1 million, (ii) non-hedge derivative loss of $35.5 million and (iii) amortization
  and depletion $12.4 million, as compared with a restated net loss of $42.6 million,
  or $0.62 per share in 2001. Gold sales revenue was $46.2 million for the year,
  a slight increase from $46.0 million in 2001. The increase in sales revenue
  from 2001 was attributable to a higher average realized gold price in 2002 offset
  by lower gold production. The average realized gold price during the year was
  US$303 per ounce, as compared with US$295 per ounce in 2001. Crystallexs
  average realized price per ounce in 2002 was below the average annual spot price
  of US$310 per ounce as a result of delivering against forward sales positions
  with exercise prices below the prevailing spot gold price.


Gold production
  for 2002 was 94,623 ounces at a total cash cost of US$269 per ounce, as compared
  with 109,647 ounces at a total cash cost of US$230 per ounce in 2001. Lower
  gold production coupled with higher costs resulted in a utilization of cashflow
  from operations (after changes in working capital) of $4.5 million during 2002
  as compared with a contributing net cashflow of $8.1 million in 2001.


For the twelve
  month period ended December 31, 2001, Crystallex reported a restated net loss
  of $42.6 million or $0.62 per share, compared to a restated net income of $4.6
  million, or $0.09 per share in 2000. The contribution in cashflows from operations
  in 2001 was $8.1 million as compared to $11.1 million during 2000.


Revenue from
    gold sales of $46.0 million in 2001 was up from $39.7 million in 2000 respectively
    reflecting the acquisition of Bolivar Goldfields A.V.V. (Bolivar Goldfields),
    which Crystallex completed during the third quarter of 2000, and the acquisition
    of the El Callao Mining Corp., completed in the first quarter of 2001. Crystallex
    produced 109,647 ounces of gold in 2001 compared to 95,563 ounces in 2000.
    Of the 109,647 ounces of gold in 2001, 66,957 ounces (approximately 61%) were
    from Uruguay and 42,690 ounces (approximately 39%) were from the Revemin Mill
    in Venezuela. During the period, Crystallex realized average revenue of US$295
    as compared to US$301 for the same period in 2000.


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Gold
  Production and Cost of Production

Following
  is a brief review of Crystallexs operations during 2002:


The San Gregorio
  mine, located in Uruguay, accounted for about 70% of Crystallexs total
  gold production in 2002. Production of 66,832 ounces in 2002 was on budget and
  equivalent to 2001 levels. Total cash costs of production decreased from US$262
  per ounce in 2001 to US$237 per ounce in 2002, in part due to less waste stripping.
  For 2003, production is forecast at 52,000 ounces of gold. The current life
  of mine plan contemplates the mine closing at the end of 2003; however, Crystallex
  is presently evaluating alternatives to extend the mine life beyond 2003. Environmental
  closure and employee severance costs are estimated at US$2.3 million.


Results at
  Crystallexs Venezuelan operations during 2002 were impacted by operating
  difficulties, particularly processing of refractory sulphide ore from La Victoria,
  and a lack of capital funding, as cash resources during the year were directed
  at securing the Las Cristinas properties.


In 2002, the
  open pit La Victoria mine located near El Callao accounted for almost 90% of
  Crystallexs ore production in Venezuela. However, the recovery of gold
  from La Victoria ore declined during 2002, averaging only 76% for the year,
  as compared with 90% in 2001. Recovery of gold has been considerably reduced
  since the transition from saprolite ore to sulphide ore at La Victoria early
  in the second quarter of 2002. Metallurgical testwork to date indicates that
  the refractory sulphide ore at La Victoria requires flotation and regrinding
  prior to cyanide leaching. Further test work is required to accurately determine
  recovery levels, however, the Phase I Revemin mill expansion to 1,800 tonnes
  per day will incorporate a flotation and regrind circuit designed to improve
  recovery of gold.


In addition,
  reduced availability of mining equipment at La Victoria resulted in less tonnes
  mined and processed. This increased the unit processing costs from US$9.08 per
  tonne of ore processed in 2001 to US$10.50 per tonne in 2002. Lower ore production
  and recoveries increased the total cash cost of production in Venezuela from
  US$182 per ounce in 2001 to US$348 per ounce in 2002.


To partially
  offset lower production from the La Victoria mine, open pit mining was undertaken
  on the Tomi concession early in the year. This contributed about 2,300 ounces
  of gold production in 2002. Crystallexs focus on the Tomi concession continues
  to be the development of a high grade underground mine. At the Tomi underground
  mine, ore production has commenced from the first mining stope. Production from
  Tomi will be ramped up over the course of the year and is expected to reach
  design rates of about 30,000 ounces per year in early 2004.


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Crystallexs consolidated cash and total production costs per ounce of gold, calculated in accordance with the Gold Institute Standard, are as follows:


|                                          | 2002 |     | 2001 |   | 2000 |  
|----------------------------------------- | ---- | --- | ---- | - | ---- | -
|                                          |      |     |      |   |      |  
|Total Cash Cost of Production (US$/ounce) |      |     |      |   |      |  
|Direct Mining Costs                       | $    | 259 |      | $ | 223  |  
|Refining and Transportation               |      | 6   |      |   | 4    |  
|By-Product Credits                        |      | (2  | )    |   | (2   | )
|Cash Operating Costs                      | $    | 263 |      | $ | 225  |  
|Royalties                                 |      | 3   |      |   | 2    |  
|Production Taxes                          |      | 3   |      |   | 3    |  
|Total Cash Costs                          | $    | 269 |      | $ | 230  |  
|Depletion and Amortization                |      | 81  |      |   | 89   |  
|Reclamation                               |      | 3   |      |   | 2    |  
|Total Production Costs                    | $    | 353 |      | $ | 321  |  
|                                          |      |     |      |   |      |  

In 2001, Crystallex produced
from both the San Gregorio Mill and the Revemin Mill, whereas in the earlier
period, Crystallex produced for a full year from the San Gregorio Mill but only
produced in Venezuela for part of the year. Additionally, during 2001, the level
of operating activities in Venezuela was significantly higher as Crystallex incurred
expenses associated with the commencement of mining at La Victoria, the transition
to underground mining at Tomi (Charlie Richards), and additional expenses associated
with increased geological activities. On a pro-rated basis, Crystallex also incurred
greater processing expenses in Venezuela as more tonnes were processed through
the Revemin facility and the average grade fell from approximately 4 grams per
tonne to 3.4 grams per tonne. The lower recovery rate of 90% realized in 2001
as compared to the recovery rate of 95% in 2000 also reflected the mixing of
ores from various deposits during 2001. In Uruguay, Crystallex incurred expenses
of approximately $1 million in connection with the commissioning and operation
of a water treatment facility.


Non GAAP Measures

The total cash cost per ounce
data is presented to provide additional information and is not prepared in accordance
with Canadian or U.S. GAAP. The data should not be considered in isolation or
as a substitute for measures of performance prepared in accordance with GAAP.
The measures are not necessarily indicative of operating profit or costs of operations
as determined under Canadian or US GAAP. The total cash costs per ounce calculation
is derived from amounts included in the Operating Expense line on our Statement
of Operations. As this line item is unchanged under US GAAP, the total cash costs
per ounce figure is similarly unchanged using US GAAP results of operations.


Total cash costs per ounce are calculated in accordance with The Gold Institute Production Cost Standard. Crystallex has not changed the components of these costs from period to period. Adoption of this standard reporting is voluntary, and the data may not conform to other similarly titled measures provided by other precious metals companies. Management uses the cash cost per ounce data to access profitability and cashflow from Crystallexs operations and to compare it with other precious metals producers. Total cash costs per ounce are derived from amounts included in the Statement of Operations and include mine site operating costs such as mining, processing, administration, royalties and production taxes but exclude amortization, reclamation, capital expenditures and exploration costs.


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Total cash costs per ounce may be reconciled to our Statement of Income as follows:


|                                          |     | 2002   |   |     | 2001    |   |     | 2000   |  
|----------------------------------------- | --- | ------ | - | --- | ------- | - | --- | ------ | -
|                                          |     |        |   |     |         |   |    
|C$,000                                    |    
|Operating Costs per Financial Statements  |     | 40,678 |   |     | 39,847  |   |     | 30,694 |  
|By-Product Credits                        |     | (226   | ) |     | (353    | ) |     | (232   | )
|Reclamation and Closure Costs             |     | (414   | ) |     | (322    | ) |     | (358   | )
|Operating Costs for Per Ounce Calculation |     | 40,038 |   |     | 39,172  |   |     | 30,103 |  
|                                          |     |        |   |     |         |   |     |        |  
|Ounces Sold                               |     | 94,623 |   |     | 109,647 |   |     | 95,563 |  
|Total Cash Cost Per Ounce C$              | C$  | 423    |   | C$  | 357     |   | C$  | 315    |  
|                                          |     |        |   |     |         |   |     |        |  
|Total Cash
    Cost Per Ounce US$         | US$ | 269    |   | US$ | 230     |   | US$ | 211    |  
|                                          |     |        |   |     |         |   |     |        |  

Write-downs of Mining Interests and Investments Restatement

Crystallex undertook a detailed
review of the carrying value of each of its mineral properties as well as related
deferred exploration costs and its plant and equipment. This review encompassed
an assessment of mine plans and factors such as (i) the price of gold, (ii) operating
and capital costs, (iii) recovery rates, (iv) ore grade and (v) reserves. Net
cashflows were calculated for each property accounting for all of these factors
and the result was compared to the carrying value of the property. The results
of this review led Crystallex to record provisions aggregating $36.7 million
to reduce previously reported carrying values of various properties, plant and
equipment. (For details of the provision, please refer to Note 3 of Notes to
the Financial Statements.) Provisions have been reflected in the year corresponding
to the valuation period, thereby resulting in the restatement of the financial
statements for 2001 and 2000. These are non-ca sh adjustments and do not impact
Crystallexs cashflow.


Review of Operations

Overview

Crystallexs producing operations include the open pit San Gregorio mine and mill in Uruguay and the La Victoria and Tomi open pit mines and the new Tomi underground mine in Venezuela. Ore from the Venezuelan mines is processed at Crystallexs Revemin mill, which is located ten kilometres from the La Victoria mine and twenty one kilometres from the Tomi mine.


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Key Operating Statistics

|                                                    |   | 2002       |  |   | 2001      |  |   | 2000    | 
|--------------------------------------------------- | - | ---------- |  | - | --------- |  | - | ------- | 
|                                                    |   |            |  |   |           |  |   |         | 
|Gold
    Production (ounces)                        |   |            |  |   |           |  |   |         | 
|San
        Gregorio                                |   | 66,832     |  |   | 66,957    |  |   | 72,025  | 
|La
        Victoria                                 |   | 22,548     |  |   | 26,504    |  |   | N/A     | 
|Tomi Open
        Pit                               |   | 2,347      |  |   | 11,132    |  |   | 22,676  | 
|Purchased
        Material                          |   | 2,896      |  |   | 5,054     |  |   | 862     | 
|Total                                               |   | 94,623     |  |   | 109,647   |  |   | 95,563  | 
|                                                    |   |            |  |   |           |  |   |         | 
|Total
          Cash Cost of Production (US$/ounce) |   |            |  |   |           |  |   |         | 
|San
        Gregorio                                | $ | 237        |  | $ | 262       |  | $ | 223     | 
|Venezuela                                           | $ | 348        |  | $ | 182       |  | $ | 175     | 
|Company
          Average                           | $ | 269        |  | $ | 230       |  | $ | 211     | 
|                                                    |   |            |  |   |           |  |   |         | 
|Mineral
          Reserves (ounces of gold)         |   | 10,465,100 |  |   | 1,015,700 |  |   | 581,300 | 
|                                                    |   |            |  |   |           |  |   |         | 

Operating Mines

A summary of 2002 production for all of Crystallexs operating mines is included in Item 4D, Property, Plants and Equipment.


B.    Liquidity and Capital
Resources

Working Capital and Cashflow

Net Operating Cashflow (after
working capital changes) was a utilization of $4.5 million for the year ended
December 31, 2002, as compared with an operating cashflow contribution of $8.1
million in 2001. The decrease in cashflow was principally attributed to lower
gold production combined with higher operating and general and administrative
costs.


Cash and cash equivalents were
$5.7 million at the end of 2002, down from $14.4 million at the end of the preceding
year. The reduction in cash was largely due to making the US$15 million payment
to the Corporación Venezolana de Guayana, (CVG) for the acquisition
of the Las Cristinas data and infrastructure. At the year end there was a working
capital deficiency of $19.6 million as compared to working capital of $9.3 million
in 2001. Subsequent to the year end Crystallex obtained additional financing
and has undertakings for further fundings.


As at December 31, 2001 Crystallex
had cash and cash equivalents of $14.4 million as compared to $4.4 million as
at December 31, 2000. Cash provided by operating activities was $8.1 million
in 2001 compared with $11.1 million in 2000. The cashflow from operation activities
was used to finance capital expenditures and for corporate acquisition.


Investing Activities

During the year,
Crystallex invested a total of $43.7 million, of which $37 million was related
to Las Cristinas, including the US$15 million payment to the CVG. The balance
was spent on various development and expansion projects, notably the development
of the Tomi underground mine and a new in-pit crusher at the La
Victoria mine.


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During 2000,
Crystallex invested $5.4 million to consummate the acquisition of a portion of
the outstanding debt owing from El Callao Mining Corp. to Bema Gold Corporation
(Bema) and a royalty on the El Callao Mining project. Concurrent
with this, Crystallex completed the take-over bid made by its wholly-owned subsidiary
618707 British Columbia Ltd., to acquire any and all of the common shares of
El Callao Mining Corp. The shares of El Callao Mining Corp. deposited to the
offer totalled 36,575 832, representing approximately 80% of the outstanding
shares of El Callao Mining Corp. 618707 British Columbia Ltd. assigned its rights
under the bid to Crystallex and Crystallex took up and paid for the El Callao
Mining Corp. shares by issuing an aggregate of 2,438,352 common shares of Crystallex.


In 2000 Crystallex invested $7.8 million to acquire 100% of the outstanding share capital of Bolivar Goldfields A.V.V. and $4.6 million to acquire a portion of the outstanding debt owed from El Callao Mining Corp. to Bema Gold Corporation and a royalty on the El Callao mining project.




Crystallexs financing activities during 2002 consisted primarily of issuing share capital or share capital equivalents such as warrants and convertible debt. During the year, Crystallex issued convertible debt of $30.4 million. The convertible debt bears interest at a market rate and is convertible into common shares of Crystallex at the option of the holder at a conversion price determined by the average market price of shares over a predetermined period preceding the date of conversion. The convertible debt also has a conversion feature that allows the holder to convert at a percentage, typically 95%, of the calculated market price. At the year end, $17.1 million of convertible debt was outstanding.


In addition to convertible debt, Crystallex issued approximately 3.6 million common shares for proceeds of $7.3 million and issued 2.3 million special warrants for $4.6 million of proceeds.


Other financing activities during 2002 included a US$1.125 million repayment of bank debt. Crystallex has a commercial loan from an international commercial bank which is secured by certain of Crystallexs assets. The bank loan bears interest at approximately 2.5% over LIBOR and is repayable in annual instalments through 2006. At December 31, 2002, the bank loan repayment schedule was as follows (in US$ millions):


|2003 |      | 2004 |   | 2005 |  | 2006 |     | Total |  
|---- | ---- | ---- | - | ---- |  | ---- | --- | ----- | -
|     |      |      |   |      |  |      |     |       |  
|$    | 3.00 |      | $ | 1.24 |  | $    | 4.4 |       | $
|     |      |      |   |      |  |      |     |       |  

Cash provided by financing activities generated $20.1 million in 2001 and $5.5 million in 2000, representing the proceeds from a private placement, equity offerings, debt draw downs, exercising of warrants and stock options.


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Critical Accounting Policies

The preparation of Crystallexs consolidated financial statements in accordance with Canadian GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amount of revenues and expenses during the reported period. The most critical accounting policies upon which Crystallexs financial status depends are those requiring estimates of proven and probable reserves, recoverable ounces therefrom, and assumptions of future gold prices. These estimates and assumptions affect the value of inventories and the potential impairment of long-lived assets. These estimates and assumptions also affect the rate at which depreciation, depletion, and amortization are charged to earnings. Commodity prices significantly affect Crystallexs profitability
 and cash flow. In addition, management estimates costs associated with reclamation of mining properties as described above. On an ongoing basis, management evaluates its estimates and assumptions; however, actual amounts could differ from those based on these estimates and assumptions.


New Accounting Pronouncements

For a discussion of future accounting pronouncements that may impact our financial statements, see Note 18 of our consolidated financial statements.


Risk Factors

The profitability of Crystallex depends upon several identified factors including levels of production, commodity prices, costs of operation, financing costs, the successful integration of acquired assets and the risks associated with mining activities. Profitability will further vary with discretionary expenditures such as investments in technology, exploration and mine development. Crystallex operates in an international marketplace and incurs exposure to risks inherent in a multijurisdictional business environment including political risks, varying tax regimes, country specific employment legislation and currency exchange fluctuation. Crystallex seeks to minimize its exposure to these factors by implementing insurance and risk management programs, monitoring debt levels and interest costs, and maintaining employment and social policies consistent with sustaining a trained and stable workforce.




Crystallex takes care
to maintain compliance with the regulations prevalent in the countries within
which it has activities. Concern for the environment has spawned several regulations
with regard to mining in various countries. Crystallex believes that its environmental
programs, developed internally in conjunction with local advisors, not only complies
with but in some cases exceeds prevailing regulations. Crystallex accrues for
its estimated future reclamation and remediation liability over the life of its
mines, while costs relating to ongoing site restoration are expensed when incurred.
Crystallexs estimate of its ultimate reclamation liability may vary from
current estimates due to possible changes in laws and regulations and changes
in costs estimated. Crystallex will accrue additional liabilities for further
reclamation costs as and when evidence becomes available indicating that its
reclamation liability has changed.


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The
    mining and production activities of Crystallex in Uruguay and Venezuela are
    subject to environmental legislation and government regulation, including
    reporting requirements and monitoring activities. Crystallex is not aware
    of any material breach of environmental regulations or requirements and has
    no notices or work orders outstanding with respect to environmental matters.
    It is Crystallexs policy and practice to conduct internal environmental
    audits to confirm compliance with environmental regulations and assess continuing
    compliance.


Cyanide

Environmental
    considerations in Uruguay and Venezuela focus on the use and containment of
    cyanide bearing solutions (liquids) and cyanide bearing solid tailings. In
    order to apply effective remediation measures, it is important to understand
    some of the characteristics of cyanide:


| |  | Cyanide
      is a man-made substance consisting of nitrogen, carbon and hydrogen. (NCH)                                                                                                                       
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                
| |  | It
      is toxic and needs to be handled with care.                                                                                                                                                           
| |   |                                                                                                                                                                                                                
| |  | It
      is a fragile chemical compound (unstable in certain environments).                                                                                                                                    
| |   |                                                                                                                                                                                                                
| |  | It
      is biodegradable, oxidizes rapidly and reverts back to its components of
      carbon which becomes carbon dioxide, nitrogen which becomes a nitrous oxide,
      and hydrogen which turns into water.
| |   |                                                                                                                                                                                                                
| |  | It
      is destroyed by ultraviolet light over time.                                                                                                                                                          
| |   |                                                                                                                                                                                                                
| |  | It
      is destroyed rapidly in an environment where the PH drops below 10.                                                                                                                                   
| |   |                                                                                                                                                                                                                
| |  | Cyanide
      destruction plants, like the one at Minera San Gregorio (MSG),
      operate with a PH of 2 in order to destroy 95% of the cyanide in less than
      4 hours.                                 

Uruguay

In Uruguay,
    two government agencies develop policies regarding environmental protection,
       DINAMA, the National Directorate of the Environment, and DNH, the National

    Directorate of Hydrology. A third agency, DINAMIGE, the Directorate of Mining
       and Geology, joins DINAMA and DNH in the decision to allow mining to proceed.


DINAMA
    allowed MSG to proceed with mining based on MSGs compliance with DINAMAs
    requirements. The requirements covered protection of flora and fauna, discharge
    of solid and liquid waste, dust control and many other matters, all of which
    have been complied with by MSG. Each year MSG prepares a comprehensive report
    which addresses all compliance requirements and files the report with DINAMA,
    with a courtesy copy to the other two agencies. The report covers operating
    compliance issues as well as general environmental issues regarding the impact
    of the operation on flora and fauna. The annual reports filed have been, in
    large part, accepted without question. There have never been major compliance issues during the
    period of Crystallexs
    ownership of MSG.


DINAMA
      sends its inspectors on a monthly monitoring trip to examine surface run-off,
      impact of the operation on a number of strategically positioned monitoring
      wells and a dust monitoring station in the nearby village of Minas De Corrales.
      Management has a meeting following the inspections, and rarely have there
      been issues which could not be resolved at that meeting.


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DNH
    is the agency responsible for issuing the permission to use water. As with
    the water boards in Canada, no operation is possible without this permit.
    DNH has been mostly active in trying to understand what happens to water quality
    after abandonment, and therefore we have been working with DNH, and external
    consultants, over the past four years to develop the final closure plan.


The
    three areas related to our work with DNH are:


| | 1. | Long
      Term stability of the tailings deposition area, both physically and chemically.
| | -- | ------------------------------------------------------------------------------------------
| |    |                                                                                           
| | 2. | Reclamation
      and planting of the mine waste dump areas.                              
| |    |                                                                                           
| | 3. | Removal
      of surface facilities.                                                      

Tailings
    Area.

| |  | Our
      liquid tailings treatment plant was commissioned in 2001. It was designed
      to treat the tailings solution from the tailings pond and to discharge the
      resultant innocuous liquid to the environment. The original volume of liquid
      tailings at the time of commissioning of this plant approached 800,000 cubic
      meters. This is currently down to 150,000 cubic meters. DNH was pleased
      with this development as most of the issues surrounding an abandoned tailings
      pond deal with the discharge of liquids.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | The
      tailings facility was designed by Golders Associates and constructed under
      their supervision. The long term stability of this facility is assured thorough
      design and operating criteria, and DNH has accepted the concept and design.                                                                                                                                                                                                                                                                                               

Reclamation
    and planting of mine waste dumps.

| |  | This
      is an ongoing activity started in 2001.                                                                                                                                  
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                     
| |  | Approximately
      40% of the dumps have been reclaimed and revegetated.                                                                                                           
| |   |                                                                                                                                                                                     
| |  | The
      results have been successful beyond our initial expectation. The reclaimed
      dumps blend well into the environment and are difficult to discern from
      a distance.

Removal
        of surface facilities.



| |  | A
      plan to remove surface facilities was presented, but for obvious reasons
      implementation is delayed to the end of our mining cycle at MSG.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                        
| |  | Estimates
      to remove the plant are updated regularly.                                                                                             

In Uruguay,
    the ongoing site restoration costs are expensed as, incurred and a provision
    for closure restoration costs, based upon estimated costs to comply with existing
    reclamation legislation, is included in our reclamation liability for balance
    sheet purposes. Crystallex does not anticipate an increase in the total estimated
    reclamation liability.


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The
    Revemin plant has obtained permits for the use of cyanide in the dissolution
    of gold, and these permits are in good standing. The permit is contingent
    on our containing all tailings which have come into contact with cyanide.
    Compliance with the permit is achieved as follows:


| |  | A
      major North American geotechnical and engineering company designed the
        tailings  deposition facility for Bolivar Goldfields.                                                                                                                                               
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                            
| |  | The
      tailings dams were constructed according to the specifications set out in
      the engineering project.                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                            
| |  | The
      tailings dams are being operated according to the specifications set out
      in the engineering project.                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                            
| |  | The
      tailings dams are raised annually to accommodate the next years production.                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                            
| |  | The
      cost of raising the dams is expensed annually.                                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                            
| |  | Certain
      areas of the tailings impoundment facility are decommissioned as they reach
      design capacity.                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                            
| |  | These
      areas are revegetated and returned to nature.                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                            
| |  | Since
      the property has been under Crystallex ownership, the annual inspection
      has been carried out by a Canadian geotechnical consultant, M. A. J. Matich,
      the recipient of the prestigious Leggett Award for recognition in the field
      of Geotechnical Engineering.
| |   |                                                                                                                                                                                                                                                                                            
| |  | Revemin
      staff inspect the tailings dams perimeter once per day.                                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                            
| |  | Representatives
      of the Ministry of the Environment and Natural Resources (MARN)
      conduct planned bi-annual visits and occasionally conduct unplanned inspections.                                                                                                             
| |   |                                                                                                                                                                                                                                                                                            
| |  | Operations
      at Revemin have never been suspended for non-compliance.                                                                                                                                                                                                                  

It is
    important to note that mined out areas are also rehabilitated as an ongoing
    operating procedure. For example, our tailings impoundment facility at Albino
    was covered over with a thin layer of topsoil and revegetated. The Albino
    mine waste dumps were terraced, and indigenous trees were planted in a designed
    pattern.


In Venezuela,
    Crystallex records reclamation costs as part of the unit costs of ongoing
    production and expenses these costs when incurred. There is no further provision
    for reclamation or closure costs and no provision is currently anticipated.


Environmental
    laws and regulations are constantly changing and such changes may impact our
    obligations for remediation and protection of the environment. Crystallex
    may incur significant costs in respect of such obligations which may impact
    its operating results and financial condition. Because of the uncertainty
    as to the nature of future regulatory requirements, Crystallex is not able
    to determine the impact of future requirements upon its compliance obligations
    and financial position. We will continue to closely monitor changes in law
    and policy which may impact its environmental compliance obligations and will
    update its plans and financial estimates related to such obligations in compliance
    with applicable law and policy.


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We will
    continue its practice of progressively rehabilitating our properties during
    operation to reduce post production, closure and post closure obligations,
    including both operational and financial obligations.


|C. | Research and development, patents and licenses, etc.
|-- | ----------------------------------------------------

Not
    Applicable.


|D. | Trend Information
|-- | -----------------

Not
    Applicable.


|E. | Off-Balance
      Sheet Arrangements
|-- | ------------------------------------

Crystallex
    had no off-balance sheet arrangements as of December 31, 2002.


[text
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|F. | Tabular
      Disclosure of Contractual Obligations
|-- | ---------------------------------------------------
|   |                                                    
|   |                                                    

|Contractual
        Obligations                                                  | Payments
      Due by Period |                                           
|-------------------------------------------------------------------------------- | ---------------------------- | ------------------------------------------
|                                                                                 |                              |                                           
|                                                                                 | Total                        |                                           
|1
      Year                                                                     | Years                        | Years                                     
|                                                                                 |                              |                                           
|Long-term
      Debt Obligations (SeeNote 9 to Notes to Financial Statements)    |                              |                                           
|                                                                                 |                              |                                           
|                                                                                 | (i)                          | Bank
      Loan                           
|                                                                                 |                              |                                           
|                                                                                 | (ii)                         | Convertible
      Notes                   
|                                                                                 |                              |                                           
|Operating
      Lease Obligations (SeeNote 15 to Notes to Financial Statements)  |                              | $605,902                                  
|                                                                                 |                              |                                           
|Precious
      Metal Contracts (1) (SeeNote 15 to Notes to Financial Statements) |                              |                                           
|                                                                                 |                              |                                           
|                                                                                 | (i)                          | Fixed
      Forward Contracts             
|                                                                                 |                              |                                           
|                                                                                 | (ii)                         | Written
      Call Options                
|                                                                                 |                              |                                           
|Bonds
      Letter of Credit (SeeNote 15 to Notes to Financial Statements)       |                              |                                           
|                                                                                 |                              |                                           
|                                                                                 | (i)                          | Environmental Remediation Letter of Credit
|                                                                                 |                              |                                           
|                                                                                 | (ii)                         | Performance Bond                          

|    |                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Precious
      Metal Contracts are reflected in ounces and average price per ounce rather
      than as cash obligations, since the obligation will be settled by delivery
      of gold, by financial settlement, or by a combination thereof. Obligations
      may also be rolled forward to subsequent periods.

ITEM
       6  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

|A. | Directors and Senior Management
|-- | -------------------------------

In the
    following table and notes thereto is stated the name of each current Crystallex
    director and member of senior management, all offices of Crystallex now held
    by him, his business experience and principal occupation, the period of time
    for which he has been a director or member of senior management, and, for
    directors, other principal directorships:


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|Name
          and Office, 
      Function or Position
      with Crystallex |  | Business
          Experience and
      Principal Occupation |  | Director
      Since      |  | Principal
      Directorships 
|---------------------------------------------------------------------------- |  | ------------------------------------------------------------ |  | ------------------------- |  | ------------------------------
|                                                                             |  |                                                              |  |                           |  |                               
|Robert
        A. Fung(2)(4)(5)                                              |  | Business
        Executive, Yorkton                          |  | December
        3, 1996  |  | Toronto
        Waterfront    
|Toronto,
        Ontario,                                                    |  | Securities,
        Inc.                                     |  |                           |  | Revitalization                
|Chairman
        of the Board,                                               |  |                                                              |  |                           |  | Corporation;                  
|Director                                                                     |  |                                                              |  |                           |  | Stockhouse
        Media      
|                                                                             |  |                                                              |  |                           |  | Corporation;
        El Cal-  
|                                                                             |  |                                                              |  |                           |  | lao Mining
        Corp.(6)   
|                                                                             |  |                                                              |  |                           |  |                               
|Marc J.
        Oppenheimer(2)                                               |  | President
        and Chief                                  |  | February
        20, 1995 |  | First Choice                  
|Leonia,
        New Jersey,                                                  |  | Executive
        Officer of                                 |  |                           |  | Industries,
        Ltd; IDT  
|President,
        Chief Executive                                           |  | Crystallex                                                   |  |                           |  | Corporation;
        El       
|Officer
        and Director                                                 |  |                                                              |  |                           |  | Callao
        Mining         
|                                                                             |  |                                                              |  |                           |  | Corp.(6)                      
|                                                                             |  |                                                              |  |                           |  |                               
|Michael
        Brown(1)                                                     |  | President,
        Capital Markets                           |  | October
        10, 2002  |  | Queenston
        Mining      
|Toronto,
        Ontario                                                     |  | Advisory                                                     |  |                           |  | Inc.;                         
|Director                                                                     |  |                                                              |  |                           |  | El Callao
        Mining      
|                                                                             |  |                                                              |  |                           |  | Corp.(6)                      
|                                                                             |  |                                                              |  |                           |  |                               
|C. William
        Longden(3)                                                |  | Vice Chairman,
        Marshall,                             |  | July 25,
        2000     |  | Marshall,
        Macklin,    
|Toronto,
        Ontario`                                                    |  | Macklin,
        Monaghan Limited                            |  |                           |  | Monaghan
        Limited;     
|Director                                                                     |  |                                                              |  |                           |  | El Callao
        Mining      
|                                                                             |  |                                                              |  |                           |  | Corp.(6)                      
|                                                                             |  |                                                              |  |                           |  |                               
|David I.
        Matheson(1)(3)                                              |  | Counsel,
        McMillan Binch,                             |  | July 25,
        2000     |  | Clarke
        Inc.; El       
|Toronto,
        Ontario,                                                    |  | LLP                                                          |  |                           |  | Callao
        Mining Corp.(6)
|Director                                                                     |  | Barristers & Solicitors                                      |  |                           |  |                               
|                                                                             |  |                                                              |  |                           |  |                               
|Harry J.
        Near(1)(3)(4)(5)                                            |  | President,
        Near Consultants                          |  | May 5,
        1997       |  | El
        Callao Mining      
|Ottawa,
        Ontario,                                                     |  | & Associates;
        Principal, The                         |  |                           |  | Corp.(6)                      
|Director                                                                     |  | Earnscliffe
        Strategy Group                           |  |                           |  |                               
|                                                                             |  |                                                              |  |                           |  |                               
|Armando
        F. Zullo(4)                                                  |  | Business
        Executive;                                  |  | December
        3, 1996  |  | El
        Callao Mining      
|Director                                                                     |  | President
        of A.F. Zullo &                            |  |                           |  | Corp.(6)                      
|                                                                             |  | Company
        Ltd                                          |  |                           |  |                               
|.                                                                            |  |                                                              |  |                           |  |                               
|Daniel
        R. Ross                                                       |  | Executive
        Vice President,                            |  |                           |  |                               
|Toronto,
        Ontario,                                                    |  | Corporate
        Counsel, and                               |  |                           |  |                               
|Executive
        Vice President,                                            |  | Secretary
        of Crystallex                              |  |                           |  |                               
|Corporate
        Counsel, and                                               |  | International
        Corporation                            |  |                           |  |                               
|Secretary                                                                    |  |                                                              |  |                           |  |                               

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|Dr.
        Sadek El-Alfy       |  | Vice
        President-Operations |  |  |  | 
|------------------------------- |  | --------------------------------- |  |  |  | 
|Seattle,
        Washington,    |  | Crystallex
        International  |  |  |  | 
|Vice President  Operations     |  | Corporation                       |  |  |  | 
|                                |  |                                   |  |  |  | 
|                                |  |                                   |  |  |  | 
|Dr. Luca
        M. Riccio      |  | Vice President-Exploration        |  |  |  | 
|Vancouver,
        British      |  | Crystallex
        International  |  |  |  | 
|Columbia,                       |  | Corporation                       |  |  |  | 
|Vice President  Exploration    |  |                                   |  |  |  | 
|                                |  |                                   |  |  |  | 
|                                |  |                                   |  |  |  | 
|Borden
        D. Rosiak        |  | Chief Financial
        Officer   |  |  |  | 
|Toronto,
        Ontario,       |  | Crystallex
        International  |  |  |  | 
|Chief Financial
        Officer |  | Corporation                       |  |  |  | 
|                                |  |                                   |  |  |  | 
|Kenneth
        Thomas,         |  | Chief Operating
        Officer   |  |  |  | 
|Toronto,
        Ontario,       |  | Crystallex
        International  |  |  |  | 
|Chief Operating
        Officer |  | Corporation                       |  |  |  | 



|(1) | Member
        of the Audit Committee                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Member
        of the Executive Committee                                                                                                                                                                                                                                                                  
|(3) | Member
        of the Corporate Governance Committee                                                                                                                                                                                                                                                       
|(4) | Member
        of the Compensation Committee                                                                                                                                                                                                                                                               
|(5) | Member
        of the Nominating Committee                                                                                                                                                                                                                                                                 
|(6) | Become
        director of El Callao Mining Corp. subsequent to Crystallexs acquiring
        approximately 80% of the outstanding ElCallao
        shares. SeeItem
        4.A- Information on the Company- History and Development of the Company-
        Important Acquisitions Since January 1, 2001.
|   

Enrique
      Tejera-Paris, a former Crystallex director, did not stand for re-election
      at Crystallexs Annual General Meeting held on June 26, 2003, at which
      time the size of Crystallexs Board was reduced from nine to seven
      members. His term as a director ended on that date.


All directors
      serve until the next Annual General Meeting of Crystallex unless they resign
      or are otherwise replaced by the shareholders of Crystallex. The following
      is a brief description of each of Crystallexs directors and principal
      officers:.


Robert
        A. Fung, Chairman. Prior to his appointment as Crystallexs
        Chairman on February 12, 1998, Mr. Fung was a Crystallex Director and
        Vice Chairman of Gordon Capital Corporation, a Canadian investment bank,
        where he oversaw a broad range of investment activities. Currently, Mr.
        Fung serves in a senior advisory position at Orion Securities Inc. and
        from 1997 to 2001 was a Senior Partner of Capital West Group. In addition,
        Mr. Fung serves as Chairman of the Task Force to redevelop Torontos
        Waterfront, a Cdn$12 billion redevelopment project and one of the largest
        urban renewal projects undertaken in the history of Canada, and is a
        partner in Poseidon Financial Partners, an investment banking firm. He
        is a Director of the Government of Canadas Export Development Corporation.
        Mr. Fung works closely with the Board of Directors and Crystallexs
        senior management in determining Crystallexs business strategy.


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Marc
        J. Oppenheimer, President and Chief Executive Officer. Mr. Oppenheimer
        has served as Crystallexs President and Chief Executive Officer
        and a Crystallex Board member since February 1995. Prior to coming to
        Crystallex, he held executive positions at The Chase Manhattan Bank and
        Midlantic National Bank. Immediately before joining Crystallex, Mr. Oppenheimer
        was engaged in merchant banking activities and was a consultant to Crystallex.
        Mr. Oppenheimer is responsible for the overall administration of Crystallex
        and all elements of Crystallexs business. He is also responsible
        for the recruitment, direction and supervision of the senior management
        of Crystallex and its subsidiaries.


Michael
        Brown, Director. Mr. Brown is the founder and President of Capital
        Markets Advisory, which he established in 2001. Prior to 2001, Mr. Brown
        held various positions between 1998 and 2001 with Macquarie Bank of Australia,
        serving as President and Chief Executive Officer of Macquarie North America
        and then as Vice-Chairman. Prior to 1998, Mr. Brown was a Managing Partner
        with Gordon Capital Corporation, responsible for coordinating and marketing
        investment banking services to the mining industry.


C. William
        Longden, Director. Mr. Longden was Vice President (Corporate Development)
        with Marshall, Macklin, Monaghan Limited from 1990 to May 9, 2001, and
        has been a director of that company since 1985. He is also President
        of Marshall, Macklin, Monaghan International Corporation. Mr. Longden
        has an extensive background and experience in construction management
        and in infrastructure development and management on a global scale.


David
          I. Matheson, Director. Mr. Matheson had been a partner with the
          Toronto, Canadalaw
          firm of Aird & Berlis since 1991 and became counsel to that firm
          in 2001. In December 2001, Mr. Matheson joined the firm of McMillan
          Binch in Toronto as counsel. Mr. Matheson has an extensive background
          in international finance and taxation and has lectured on corporate
          governance, evolving directors responsibilities, and other areas
          of corporate law.


Harry
        J. Near, Director. Mr. Near is the Principal of the government and
        public affairs consulting company, The Earnscliffe Strategy Group. Mr.
        Near regularly advises companies on government policy and regulatory
        matters. He is a former Chief of Staff and Senior Policy Adviser to the
        Canadian Ministry of Energy Mines and Resources and a former adviser
        to the Prime Minister of Canada.


Armando
        F. Zullo, Director. Mr. Zullo is the founder and President of A.F.
        Zullo & Company Ltd., a supplier of industrial products to commercial
        and industrial entities including mining companies and other multi-national
        companies.


Daniel
          R. Ross, Executive Vice President and Corporate Counsel.
          Prior to joining Crystallex full-time in September 2001, Mr. Ross was
          a partner of McCarthy Tetrault, one of Canadas largest law firms,
          having joined McCarthy Tetrault in 1991. Prior to his retirement from
          the firm, Mr. Ross served as managing partner of its London, Canada
          offices. Mr. Ross has served on a number or private and charitable
          boards and is currently Chairman of the Board of the London Health
          Sciences Centre, one of Canadas largest hospitals. Over the past
          several years, he was instrumental in the negotiation and completion
          of Crystallexs acquisitions and financings. Mr. Ross coordinates
          the placement and execution of legal, administrative andrelated
          services. Mr. Ross did not stand for re-election to the Crystallex
          Board of Directors as of the June 26, 2003, Annual General Meeting
          of Shareholders, and his term as a director ended as of that date.


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Dr. Sadek El-Alfy,
        Vice President  Operations. Dr. El-Alfy has more than 20 years
        of experience in mine management and operation. Prior to joining Crystallex
        in February, 1997, he was Vice President of Operations for Royal Oak
        Mines and previously was General Manager of the Iron Ore Company of Canada.
        He has a degree in mining engineering and received his doctorate from
        the University of London. Dr. El-Alfy directs and manages the mining
        operations of Crystallex and advises in acquisitions and exploration
        programs.


Dr. Luca M. Riccio,
        Vice President of Exploration.
        Dr. Riccio joined the Crystallex management team in December 1996. He
        is a geologist and has over 25 years of experience in the mining industry,
        which includes consulting for BP Minerals, Homestake and other large
        successful mining companies. Dr. Riccio is a Fellow of the Geological
        Association of Canada.


Borden D. Rosiak,
        Chief Financial Officer. Mr. Rosiak joined Crystallex in May, 2002.
        Prior to joining Crystallex, Mr. Rosiak was Chief Financial Officer of
        Dorset Partners, a private investment firm. From 1994 to 1999 he was
        Chief Financial Officer of Newcourt Credit Group, a global financial
        services company. Mr. Rosiak managed the capital structure of Newcourt,
        including numerous equity offerings as well as the financial and administrative
        operations. He also served as CFO of Torontos 2008 Olympic Bid
        committee. Mr. Rosiak is a chartered accountant and also holds a bachelors
        degree in Applied Sciences  Chemical Engineering. Mr. Rosiak manages
        and directs Crystallexs financial administration.


Ken Thomas, Chief Operating
      Officer. Mr. Thomas joined Crystallex on April 1, 2003. He served for many
      years as a senior officer of Barrick Gold Corporation. From 1990 to 1995,
      Mr. Thomas was Barricks Senior Vice-President Metallurgy and Construction
      and from 1995 until his departure in 2001, he served as Senior Vice President,
      Technology. In May 2001, Mr. Thomas joined Hatch, and immediately prior
      to joining Crystallex was Managing Director for Hatch in Western Australia.
      Mr. Thomas is a professional engineer and obtained his doctorate in Technical
      Sciences from Delft University in The Netherlands.


|B. | Compensation
|-- | ------------

All amounts shown in
      the following three tables are in Canadian dollars unless otherwise noted:


[text
      continued on next page]

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Summary
      Compensation Table for Executive Officers

|                                           |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    | Long
          Term |  |    
|------------------------------------------ |  | ------- |  | --------- | ------------------ | ----------- | --- | ------------------------------------- |  | --- | --------------------------------------- | --- | ---------------------------------- | ------------------- |  | ---
|                                           |  |         |  |           | AnnualCompensation |             |     | CompensationAward                     |  |    
|                                           |  |         |  |           |                    |             |     |                                      
|Name
          andPrincipal
      Position |  | Year(1) |  | Salary($) |                    | Bonus(2)($) |     | Other
          AnnualCompensation($) |  |     | Securities
          UnderOptions(4)(#) |     | All
          OtherCompensation($)
|                                           |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                   
|                                           |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|Robert
        A Fung                      |  | 2002    |  |           | NIL                |             | US$ | 100,000                               |  | $   | 180,000                                 | (7) |                                    | 55,000              |  | NIL
|(Chairman
        of the                   |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|Board  Feb.                               |  | 2001    |  |           | NIL                |             | US$ | 100,000                               |  | $   | 180,000                                 |     |                                    | 205,000             |  | NIL
|12/98)                                     |  |         |  |           |                    |             | $   | 350,000                               |  |     |                                         |     |                                    |                     |  |    
|                                           |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|                                           |  | 2000    |  |           | NIL                |             | US$ | 100,000                               |  | $   | 180,000                                 |     |                                    | 405,000             |  | NIL
|                                           |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|Marc
        J.                            |  | 2002    |  | US$       | 449,996            |             | US$ | 195,000                               |  | US$ | 11,000                                  | (5) |                                    | 40,000              |  | NIL
|Oppenheimer                                |  | 2001    |  | US$       | 418,461            |             | US$ | 195,000                               |  | US$ | 10,500                                  | (5) |                                    | 190,000             |  | NIL
|President & Chief                          |  | 2000    |  | US$       | 357,808            |             | US$ | 182,000                               |  | US$ | 10,200                                  | (5) |                                    | 390,000             |  | NIL
|Executive
        Officer                  |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|(Feb.
        20/95 to                     |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|present)                                   |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|                                           |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|Daniel
        R. Ross                     |  | 2002    |  | $         | 400,000            |             | $   | 178,024                               |  |     | NIL                                     |     |                                    | 50,000              |  | NIL
|Executive
        Vice                     |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|President
        and                      |  | 2001    |  | $         | 166,667            |             | $   | 83,333                                |  | US$ | 6,000                                   | (6) |                                    | 255,000             |  | NIL
|Corporate
        Counsel                  |  | 2000    |  |           | NIL                |             |     | NIL                                   |  |     | NIL                                     |     |                                    | 155,000             |  | NIL
|(July
        1/01 to                      |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|present)                                   |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|                                           |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|Dr.
        Sadek El-Alfy                  |  | 2002    |  | US$       | 222,000            |             | US$ | 25,000                                |  | US$ | 1,800                                   | (5) |                                    | NIL                 |  | NIL
|Vice
        President,                    |  | 2001    |  | US$       | 222,000            |             | US$ | 50,000                                |  | US$ | 1,800                                   | (5) |                                    | 65,000              |  | NIL
|Operations                                 |  | 2000    |  | US$       | 174,000            |             | US$ | 50,000                                |  | US$ | 1,800                                   | (5) |                                    | 20,000              |  | NIL
|(Feb./97
        to present)               |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|                                           |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|Dr.
        Luca M. Riccio                 |  | 2002    |  |           | NIL                |             | $   | 15,000                                |  | $   | 200,000                                 | (3) |                                    | NIL                 |  | NIL
|Vice
        President,                    |  | 2001    |  |           | NIL                |             | $   | 15,000                                |  | $   | 200,000                                 | (3) |                                    | 65,000              |  | NIL
|Exploration                                |  | 2000    |  |           | NIL                |             |     | NIL                                   |  | $   | 200,000                                 | (3) |                                    | 20,000              |  | NIL
|(Dec.
        2/96 to                      |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|present)                                   |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|                                           |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|Borden
        Rosiak                      |  | 2002    |  | $         | 49,800             |             | $   | 20,000                                |  |     | NIL                                     |     |                                    | NIL                 |  | NIL
|Chief
        Financial                    |  | 2001    |  |           | N/A                |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|Officer                                    |  | 2000    |  |           | N/A                |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|(Oct
        2002 to                       |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|present)                                   |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    
|                                           |  |         |  |           |                    |             |     |                                       |  |     |                                         |     |                                    |                     |  |    

---

|(1) | The
        fiscal periods referred to in this table are the 12 months ended December
        31, 2002, the 12 months ended December 31, 2001, and the 12 months ended
        December 31, 2000.                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | These
        awards are reported in the year in which they were earned, not the year
        in which they were paid.                                                                                             
|(3) | Consists
        of consultancy fees paid to Dr. Riccio in his capacity as chief geologist
        of Crystallex.                                                                                                  
|(4) | Consists
        of options for Common Shares granted during the relevant fiscal year.                                                                                                                             
|(5) | Represents
        Company match of employee voluntary contributions to 401(k) program.                                                                                                                            
|(6) | Director's
        honorarium paid only until Mr. Ross became an employee of Crystallex
        on July 1, 2001.                                                                                                   
|(7) | Consists
        of fees paid to Poseidon Financial Partners, a firm in which Mr. Fung
        is a partner. Mr. Fung receives personally $114,000 of the fee paid annually
        to Poseidon Financial Partners.

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Stock Options

The following table sets forth information concerning option grants during 2002 to Crystallexs executive officers as at December 31, 2002:


|Option
    grants during the year ended December 31, 2002
|---------------------------------------------------------
|                                                         
|% of Total                                               
|Securities                                               
|Under                                                    
|Option(1)(3)                                             
|Name                                                     
|                                                         
|Robert A. Fung                                           
|                                                         
|Marc J.
       Oppenheimer                               
|                                                         
|Daniel R. Ross                                           
|                                                         
|Dr. Sadek El-Alfy                                        
|                                                         
|Dr. Luca M. Riccio                                       
|                                                         
|Borden Rosiak                                            
|                                                         
|                                                         

|(1) | Consists of options for common shares.                                            
|--- | ----------------------------------------------------------------------------------
|(2) | Includes the options granted to the executive officers who are not directors.     
|(3) | Unless otherwise indicated, all options are exercisable immediately upon issuance.

The following table sets forth information concerning the value realized upon the exercise of options during 2002 and the value of unexercised options held by Crystallexs executive officers as of December 31, 2002:


|Aggregated
        option exercises during the year ended December 31, 2002 and financial
    year-end option values
|--------------------------------------------------------------------------------------------------------------------
|                                                                                                                    
|Acquired                                                                                                            
|on                                                                                                                  
|Name                                                                                                                
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|                                                                                                                    
|Robert A. Fung                                                                                                      
|                                                                                                                    
|Marc J.
       Oppenheimer                                                                                          
|                                                                                                                    
|Daniel R. Ross                                                                                                      
|                                                                                                                    
|Dr. Sadek El-Alfy                                                                                                   
|                                                                                                                    
|Dr. Luca
    M. Riccio                                                                                              
|                                                                                                                    
|Borden Rosiak                                                                                                       
|                                                                                                                    

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During the
  year ended December 31, 2002, Messrs. Near, Longden, Matheson and Zullo received
  an annual fee of US$12,000, which was paid in Common Shares of Crystallex pursuant
  to Crystallexs Directors Remuneration Program. Messrs. Thompson,
  and Brown each received US$6,000 under this program, representing payment for
  the portion of the year during which they served as Crystallex directors. To
  the extent that a director is given a specific assignment out of the normal
  course of his duties as a director, he is paid an amount per day which the
  Board of Directors deems appropriate while devoting himself exclusively to
  such an assignment. During the fiscal year ended December 31, 2002, no payments
  were made to directors under this policy.


Crystallex has agreed to pay Poseidon Financial Partners, a firm in which Mr. Fung is a partner, an annual fee of $180,000, of which Mr. Fung receives $114,000.


All directors will receive
an additional 20,000 options per year for serving on the Board, the said options
to be issued immediately following the annual general meeting and the appointment
of directors in or about June of each year. All directors will receive an additional
10,000 options for each committee on which they serve and an additional 5,000
options for each committee which they chair, the additional options being in
recognition of additional workload undertaken by the directors, and issued immediately
following the annual general meeting and confirmation of committee appointments
in or about June of each year. In June 2003, in consideration of work load and
responsibility, the allotment to Audit Committee members increased to 20,000
options with an additional 10,000 options to chair. Crystallexs directors
received the following options during 2002 (in addition to the options listed
above for executive officers that are also directors):


|Name               | Number of Options |  | Price (Cdn. $) |      | Expiry
         Date |                     
|------------------ | ----------------- |  | -------------- | ---- | -------------------- | --------------------
|                   |                   |  |                |      |                      |                     
|Gordon M.          | 30,000            |  | $              | 2.23 |                      | July
       16, 2012
|Thompson(1)        |                   |  |                |      |                      |                     
|                   |                   |  |                |      |                      |                     
|C. William Longden | 35,000            |  | $              | 2.23 |                      | July
       16, 2012
|                   |                   |  |                |      |                      |                     
|David I. Matheson  | 35,000            |  | $              | 2.23 |                      | July
       16, 2012
|                   |                   |  |                |      |                      |                     
|Enrique Tejera-    | 30,000            |  | $              | 2.23 |                      | July
       16, 2012
|Paris(2)           |                   |  |                |      |                      |                     
|                   |                   |  |                |      |                      |                     
|Harry J. Near      | 45,000            |  | $              | 2.23 |                      | July
       16, 2012
|                   |                   |  |                |      |                      |                     
|Armando F. Zullo   | 30,000            |  | $              | 2.23 |                      | July
       16, 2012
|                   |                   |  |                |      |                      |                     
|                   |                   |  |                |      |                      |                     

|(1) | Mr. Thompson resigned from the Board of Directors in October, 2002.                    
|--- | ---------------------------------------------------------------------------------------
|(2) | Dr. Tejera-Paris did not stand for re-election to the Board of Directors in June, 2003.

Directors will continue to
  be paid market value for special projects in which they are engaged on behalf
  of Crystallex, such as legal or investment work, etc.SeeItem
  7.BMajor
  Shareholders and Related Party Transactions  Related Party
  Transactions.


|C. | Board
    Practices
|-- | -------------------

Each member of Crystallexs Board
of Directors serves for a one year term and is subject to election at Crystallexs
Annual General Meeting. Crystallexs
next Annual General Meeting isscheduled
to be held in June, 2004. See Item 6.A for the period during which Crystallexs
current directors have held their office.


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No Crystallex director, except for Marc J. Oppenheimer, Crystallexs President and Chief Executive Officer, has a contract or agreement with Crystallex or any of its subsidiaries providing for benefits upon termination of employment with Crystallex. The Crystallex Board has approved a compensation continuation plan protecting management employees in the event of termination of employment upon the sale of the company or a change in control of the company.


The Audit Committee is composed of Messrs.
Matheson (as Chair), Brown, and Near. Messrs. Matheson and Near are not related
to Crystallex, and none of Matheson, Brown, or Near is an inside director of
Crystallex. Mr. Matheson is cousel to McMillan Binch which has recently become
counsel to Crystallex and it is anticipated that he will be replaced on the audit
committee. The Audit Committee is governed by a Charter that was adopted by the
Board of Directors on June 8, 2000. The Charter incorporates all of the current
requirements of the American Stock Exchange and the Securities and Exchange Commission,
which requirements were incorporated from the Report and Recommendations of the
Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees,
as well as the requirements of the Ontario Securities Commission. The Audit Committee
meets with management of Crystallex and the independent auditors to review and
inquire into matters affectin g financial reporting, the system of internal accounting
and financial controls and procedures, and the audit procedures and audit plan.
This committee also recommends to the Board of Directors the firm of independent
auditors to be appointed. In addition, the Audit Committee reviews and recommends
to the Board of Directors for approval the annual financial statements, and certain
other documents required by regulatory authorities, reviews with management and
reports to the Board of Directors, on an annual basis, on the financial plans
and objectives of Crystallex, and reviews with management, on an annual basis,
the risks inherent in Crystallexs business and risk management programs
relating thereto.


The Compensation Committee, composed of Messrs. Near (as Chair), Fung and Zullo, determines compensation for the executive officers of Crystallex. Compensation matters involving Mr. Fung are considered and approved directly by the Board of Directors. Each of Mr. Fung, Mr. Oppenheimer, and Mr. Ross absented himself from the portions of Board of Directors meetings at which his individual compensation is discussed and determined.


Executive compensation is based on an evaluation of individual qualifications and performance as well as on Crystallexs performance. Executive compensation may be comprised of any combination of cash, in the form of salary and/or bonus, benefits and incentive stock options. Qualifications, previous years performance, and comparison to peer group companies are weighted most heavily in the determination of salary and salary adjustments. Incentive stock options and bonuses are determined relative to individual performance and effort, and the overall performance of Crystallex.


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|D. | Employees
|-- | ---------

Crystallex Employees (Full-Time and Part-time) As of December 31, 2002

|Location      | 2002 |  | 2001 |  | 2000 | 
|------------- | ---- |  | ---- |  | ---- | 
|              |      |  |      |  |      | 
|Canada        | 6    |  | 4    |  | 3    | 
|              |      |  |      |  |      | 
|United States | 4    |  | 4    |  | 5    | 
|              |      |  |      |  |      | 
|Uruguay       | 170  |  | 164  |  | 165  | 
|              |      |  |      |  |      | 
|Venezuela     | 300  |  | 198  |  | 255  | 
|              |      |  |      |  |      | 

Approximately 90of
  Crystallexs employees at its Tomi mine and Revemin mill are unionized.
  Crystallex believes that it has good relationships with its employees, including
  its unionized employees.


|E. | Share
    Ownership
|-- | -------------------

The following table sets
forth the number of Crystallex common shares beneficially owned as of July 28,
2003, by each of Crystallexs directors and executive officers, and information
concerning options to purchase common shares each of such persons owns. All dollar
amounts shown in this table are in Canadian dollars unless otherwise noted.


|                           | Shares Beneficially |  |                                  
|-------------------------- | ------------------- |  | ---------------------------------
|                           | Owned               |  | Options                          
|                           |                     |  |                                  
|Name                       | Amount(1)           |  | Percent
of Out-
standingShares(2)
|                           |                     |  |                                  
|Robert A. Fung             | 19,500              |  | 1.7                              
|                           |                     |  |                                  
|Marc J.
       Oppenheimer | 279,910             |  | 2.0                              
|                           |                     |  |                                  
|C. William Longden         | 74,623              |  | *                                
|                           |                     |  |                                  
|David I. Matheson          | 24,123              |  | *                                
|                           |                     |  |                                  
|Harry J. Near              | 119,963             |  | *                                
|                           |                     |  |                                  
|Daniel R. Ross             | 128,391             |  | *                                
|                           |                     |  |                                  
|Michael Brown              | 2,055               |  | *                                
|                           |                     |  |                                  
|Armando F. Zullo           | 46,611              |  | *                                
|                           |                     |  |                                  
|Dr. Sadek E. El-Alfy       | 32,000              |  | *                                
|                           |                     |  |                                  
|Dr. Luca M. Riccio         | 19,000              |  | *                                
|                           |                     |  |                                  
|Borden Rosiak              | NIL                 |  | *                                
|                           |                     |  |                                  
|Kenneth Thomas             | NIL                 |  |                                  
|                           |                     |  |                                  
|                           |                     |  |                                  

|*   | Less than 1% of common shares outstanding as of July 28, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Information on Common Shares beneficially owned is not within the knowledge of the management of Crystallex and has been furnished by the respective persons.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(2) | The
      percentage indicated for each named person is based upon 112,108,534 common
      shares issued and outstanding as of July 28, 2003 and the number of common
      shares underlying the immediately exercisable options held by such person.
      The percentage calculations for each named person do not include any common
      shares beneficially owned by any other person or any common shares issuable
      upon the exercise of any other currently outstanding options, warrants,
      or other rights to acquire common shares, other than those beneficially
    owned by such person.

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Crystallex is authorized
    to issue to its officers, directors, employees, and consultants options to
    acquire an aggregate of up to 10,500,000 common shares under its Incentive
    Share Option Plan that it adopted in 1997 and amended in 1998, 2000, 2001,
    and 2002. As of July 28, 2003, there were 5,913,500 options available for
  issuance under the Option Plan. Crystallex entered into
    an employment agreement with Marc J. Oppenheimer effective March 6, 2000 setting
    out the terms under which Mr. Oppenheimer would act as President and Chief
    Executive Officer of Crystallex. Pursuant to this agreement, Mr. Oppenheimer
    receives, effective January 1, 2003, a base salary of US$390,000 as well as
    a benefits package. In addition, the agreement allows for Mr. Oppenheimer to
    negotiate a bonus and incentive plan with Crystallex. The incentive plan negotiated
    by Mr. Oppenheimer allows for the grant to him of such number of options to
    purchase Common Shares as the Board of Directors deems appropriate. In the
    event of a change of ownership or control of Crystallex, Mr. Oppenheimer may
    terminate the agreement. If, after any such change of control, Crystallex fails
    to comply with the agreement, then Mr. Oppenheimer will receive a lump sum
    payment equivalent to not less than three years of compensation and benefits.
    The agreement has an expiry date of March  5, 2007, with automatic
    one-year extensions unless Crystallex gives Mr. Oppenheimer a minimum of three
    years written notice of termination prior to the anniversary date of the agreement. Crystallex entered into
      an employment contract with Daniel R. Ross effective July 1, 2002 setting out
      the terms under which Mr. Ross has agreed to serve as Executive Vice  President
      and Corporate Counsel of Crystallex. Pursuant to the agreement Mr. Ross receives
      an annual base salary of Cdn $400,000 as well as a benefits package. In addition,
      the agreement provides for the negotiation and payment of an annual bonus.
      In the event of a change in control of Crystallex resulting in termination
      of employment or failure by Crystallex to abide by the terms of the employment
      contract, Mr. Ross is entitled to receive salary, bonus and benefits for a
      period of three years or until the termination date of the employment contract
      whatever is greater. The term of employment ends on December 31, 2006 subject
      to renewal.


|ITEM 7 | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|------- | -------------------------------------------------

|A.  | Major Shareholders                                                                                                                                                                                    
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                       
|(a) | As far as known by Crystallex, and except as set forth in subparagraph (b) below, Crystallex is not directly or indirectly owned or controlled by another corporation(s) or by any foreign government.

|    |                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | The
        table below sets forth information as of July 28, 2003, with respect
        to any person who is known to Crystallex to be the owner of more than
        5% of Crystallex's common voting securities outstanding and the total
        amount of common shares owned to the best knowledge of Crystallex, by
        the officers and directors of Crystallex as a group.
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|(c) | None
        of Crystallexs shareholders have different voting rights.                                                                                                                                                                                                                                                                                                                

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|Name
      and Address(1) |                          |  | Percentage
        of |  
|------------------------- | ------------------------ |  | --------------------- | -
|No.
        of            | Outstanding             
|Common
        Shares     | Common
        Shares(2)
|                          |                          |  |                       |  
|                          |                          |  |                       |  
|Cede & Co.                | 79,094,945               |  | 70.6                  | %
|Box 20                    |                          |  |                       |  
|Bowling Green Station     |                          |  |                       |  
|New York, New York 10274  |                          |  |                       |  
|                          |                          |  |                       |  
|CDS & Co.                 |                          |  |                       |  
|25 The Explanade          | 22,660,591               |  | 20.2                  | %
|Box 1038, Station A       |                          |  |                       |  
|Toronto, OntarioM5E 1W5   |                          |  |                       |  

|   
|---
|   
|(1)
|(2)

On July 10, 2003, the
  number and class of shares which Crystallex was authorized to issue were an
  unlimited number of common shares, Class A preference shares, and Class B preference
  shares. As of July 28, 2003, none of the Class A or Class B preference shares
  have been issued and 112,108,534 common shares were issued and outstanding.
  In addition, 79,864,297 common shares were authorized for issuance for various
  reasons, including for the exercise of stock options, finder's fee, exercise
  of warrants issued in private placements, placement agent's fee for a private
  placement, and exercise of warrants issued for convertible notes and broker's
  fees.


The shareholder records
  of Crystallex's transfer agent, CIBC Mellon Trust Company, indicate that as
  of July 28, 2003, there were a total of 400 United States shareholders and institutions
  holding 81,345,537 shares, which holdings represented 72.6% of Crystallex's
  then outstanding non-escrowed common shares.


As of the date of filing
  this annual report, Crystallexs senior management knows of no arrangements,
  the operation of which may at a subsequent date result in a change in control
  of Crystallex.


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|B. | Related
      Party Transactions                                                         
|-- | -----------------------------------------------------------------------------------------
|   |                                                                                          
|   | During 2002, Crystallex
    entered into the following transactions with related parties:
|   |                                                                                          
|   | (a)                                                                                      
|   |                                                                                          
|   | (b)                                                                                      
|   |                                                                                          
|   | (c)                                                                                      
|   |                                                                                          
|C. | Interests of Experts and Counsel                                                         
|   |                                                                                          
|   | Not applicable.                                                                          
|   |                                                                                          

|                                          | 
|----------------------------------------- | 
|ITEM
           8  FINANCIAL INFORMATION
|                                          | 

|A. | Consolidated
      Statements and Other Financial Information
|-- | -------------------------------------------------------------

Financial Information


Crystallexs consolidated
  financial statements are stated in Canadian dollars ($Cdn.) and are prepared
  in accordance with Canadian Generally Accepted Accounting Principles.


Audited financial statements
  for the fiscal years ended December 31, 2002, 2001, and 2000 are included herewith,
  together with the auditors report.


Legal Proceedings


See Item 4.D. -
  Information on the Company  Risk Factors  Las Cristinas Properties
  - Court actions by MINCA allege that it has the right to mine the Las Cristinas
  properties, which actions, if successful, might remove the legal authority under
  which the CVG granted to Crystallex the administration of the Las Cristinas
  properties - The Las Cristinas Deposits are located in an area where mining
  activities may be restricted, thereby impairing the ability of Crystallex to
  exploit the Las Cristinas Deposits.


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Dividends


Crystallexs Board
    of Directors has never declared a dividend and does not anticipate declaring
    a dividend in the forthcoming fiscal year.


|B. | Significant Changes
|-- | -------------------

None.


|ITEM
           9  THE OFFER AND LISTING
|-----------------------------------------
|                                         

|A. | Offer
      and Listing Details
|-- | -------------------------------
|   |                                
|   | (4)                            

The Toronto
  Stock Exchange 
  Prices in Canadian Dollars

| |      | Fiscal
      Year Ended | 
| | ---- | ----------------------- | 
| |      |                         | 
| |      | 2002                    | 
| |      |                         | 
| | High | 3.85                    | 
| | Low  | 1.89                    | 

|     |       |                            | 
|---- | ----- | -------------------------- | 
|     |       |                            | 
|     |       | Fiscal
      Quarter Ended | 
|     |       |                            | 
|     |       | March
      31             | 
|     |       |                            | 
|2003 |       |                            | 
|     | High  | 2.44                       | 
|     | Low   | 1.25                       | 
|     | Close | 1.46                       | 
|     |       |                            | 
|2002 |       |                            | 
|     | High  | 3.30                       | 
|     | Low   | 2.53                       | 
|     | Close | 3.15                       | 
|     |       |                            | 
|2001 |       |                            | 
|     | High  | 1.59                       | 
|     | Low   | 0.99                       | 
|     | Close | 1.15                       | 

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| |      | Month
      Ended | 
| | ---- | ----------------- | 
| |      |                   | 
| |      | January           | 
| |      | 2003              | 
| |      |                   | 
| | High | 2.44              | 
| | Low  | 2.03              | 

The American
  Stock Exchange
  Prices in U.S. Dollars

|     | Fiscal
      Year Ended |     
|---- | ----------------------- | ----
|    
|2002 |                         | 2001
|     |                         |     
|     | High                    | 2.46
|     | Low                     | 1.21

|                           |       |              
|-------------------------- | ----- | -------------
|                          
|Fiscal
      Quarter Ended
|                          
|March
      31             |       | June
      30
|                           |       |              
|2003                       |       |              
|                           | High  | 1.55         
|                           | Low   | 0.85         
|                           | Close | 1.04         
|                           |       |              
|2002                       |       |              
|                           | High  | 2.10         
|                           | Low   | 1.59         
|                           | Close | 1.99         
|                           |       |              
|2001                       |       |              
|                           | High  | 1.68         
|                           | Low   | 0.95         
|                           | Close | 1.38         

| |      |                   | 
| | ---- | ----------------- | 
| |      |                   | 
| |      | Month
      Ended | 
| |      |                   | 
| |      | January           | 
| |      | 2003              | 
| |      |                   | 
| | High | 1.55              | 
| | Low  | 1.37              | 

Crystallex has paid no
    dividends on its shares since incorporation and does not anticipate doing
    so in the foreseeable future.


|B. | Plan of Distribution
|-- | --------------------

Not applicable


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|C. | Markets                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------
|   |                                                                                                         
|   | Crystallex's common
      shares trade on The Toronto Stock Exchange and on the American Stock Exchange.
|   |                                                                                                         
|D. | Selling Shareholders                                                                                    
|   |                                                                                                         
|   | Not applicable                                                                                          
|   |                                                                                                         
|E. | Dilution                                                                                                
|   |                                                                                                         
|   | Not applicable                                                                                          
|   |                                                                                                         
|F. | Expenses of the
      Issue                                                                             
|   |                                                                                                         
|   | Not applicable                                                                                          
|   |                                                                                                         

|ITEM
           10  ADDITIONAL INFORMATION
|-------------------------------------------

|   |                                             
|-- | --------------------------------------------
|A. | Share Capital                               
|   |                                             
|   | Not applicable                              
|   |                                             
|B. | Memorandum and
      Articles of Association

Crystallex
  is continued under the Canada Business Corporations Act (the Act)
  with corporation number 345631-5. Its articles contain no restrictions on the
  business that it may carry on. Neither Crystallexs articles nor its by-laws
  contain any restriction on a directors power to vote on a proposal, arrangement
  or contract in which the director is materially interested provided that the
  director complies with the provisions of the Act. The Act requires a director
  who is a party to a material contract or proposed material contract with Crystallex
  or who is a director or an officer of or has a material interest in any person
  who is a party to a material contract or proposed material contract with Crystallex
  to disclose in writing to Crystallex, or request to have entered in the minutes
  of meetings of directors, the nature and extent of his interest. Such a director
  is precluded under the Act from voting on any resolution to approve such a contract
  unless the contract falls within a specified list of exceptions. The Act provides
  that, subject to the articles, the by-laws or any unanimous shareholder agreement,
  the directors of a corporation may fix the remuneration of the directors of
  the corporation. Neither the articles nor the by-laws or of Crystallex restrict
  the power of the directors in this regard. Crystallex has no unanimous shareholder
  agreements. The by-laws of Crystallex specifically authorize the directors to
  fix the remuneration of members of the Executive Committee from time to time.
  The Act provides that unless the articles or by-laws of or a unanimous shareholder
  agreement relating to a corporation otherwise provides, the directors may borrow
  money on the credit of the corporation and issue debt obligations of the corporation.
  Neither the articles nor the by-laws of Crystallex restrict the power of the
  directors in this regard. Neither the articlesnor
  the by-laws of Crystallex contain any mandatory retirement provisions relating
  to the age of directors or any requirement that directors hold any specified
  number of shares of Crystallex.


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The authorized
  share capital of Crystallex consists of an unlimited number of common shares,
  an unlimited number of Class A preference shares and an unlimited
  number of Class B preference shares. Each common share entitles
  the holder to dividends if, as and when declared by the directors, to one vote
  at all meetings of holders of common shares and to participate ratably in any
  distribution of the assets of Crystallex upon liquidation, dissolution or winding-up,
  subject to the prior rights of the holders of shares ranking in priority to
  the common shares. The Class A preference shares and Class B
  preference shares are issuable in series. Each such series may consist of such
  number of shares and have such designation, rights, privileges, restrictions
  and conditions attached thereto as may be determined by the board of directors
  of Crystallex, subject to the provisions attached to the Class A
  preference shares as a class or the Class B preference shares as
  a class, as the case may be. The Class A preference shares and the
  Class B preference shares shall each rank ahead of the common shares
  with respect to the distribution of assets of Crystallex upon liquidation, dissolution
  or a winding-up. The rights of holders of Crystallex common shares may only
  be changed by articles of amendment. Articles of amendment require the passage
  of a special resolution of shareholders.


An annual
  meeting of holders of common shares must be held no later than 15 months after
  the date of the last annual meeting of shareholders. At such meeting, the audited
  consolidated financial statements of Crystallex must be put before the shareholders,
  the auditors of Crystallex will be appointed and the directors of Crystallex
  will be elected. Voting may be effected in person or by written proxy and the
  quorum for any shareholders meeting shall be not less than two persons present
  holding or representing not less than 5 per cent of the total number of shares
  entitled to be voted at the meeting. This provision is different from the corporate
  law of many US states, and the effect of this provision is that these two shareholders
  could (provided they hold the requisite percentage of shares) take votes binding
  on behalf of all shareholders.


There are
  presently no governmental laws, decrees, or regulations in Canada which impose
  limitations on the right of non-resident or foreign owners to hold or vote the
  common shares of Crystallex. However, the Investment Canada Act (the "ICA"),
  provides, among other things, that the acquisition of control (as defined in
  the ICA) of a corporation carrying on a Canadian business (as defined in the
  ICA) whose assets exceed certain prescribed thresholds (which may depend upon
  the nationality of the non-Canadian acquiring control) by a non-Canadian (as
  defined in the ICA) may be subject to the approval of the Canadian Minister
  of Industry. The ICA contains various provisions creating presumptions in determining
  whether a Canadian corporation is or becomes a non-Canadian. For example, if
  a Canadian corporation is controlled by a non-Canadian, the corporation becomes
  non-Canadian, and thereupon the acquisition of control of any other Canadian
  corporation by such corporation may be subject to the approval of the Canadian
  Minister of Industry. The ICA contains a rebuttable presumption that control
  is acquired if one third of the voting shares of a Canadian corporation are
  acquired by a non-Canadian person or entity. Crystallex carries on a Canadian
  business for purposes of the ICA. There is no provision under US corporate law
  similar to the ICA. The impact of the ICA may be to delay or prevent a change
  in Crystallexs control to a non-Canadian person or entity.


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Although
    not part of Crystallexs articles or bylaws, Crystallex has adopted a
    rights plan that could have an effect or delaying, deferring, or preventing
    a change in control of Crystallex. SeeItem 4.D - Information on the
    Company  Property, Plants and Equipment  Las Cristinas 4, 5, 6
    and 7.


|C. | Material Contracts (since July 10, 2001)
|-- | ----------------------------------------

1.     First
  Amendment to Amended and Restated Loan Agreement dated as of October 12, 2001
  between Minera San Gregorio S.A., Stel (B.V.I.) Inc., Crystallex International
  Capital Corporation, and Standard Bank London Limited.SeeItem 4.D,
  Information on the Company Property, Plants and Equipment  The San
  Gregorio Gold Mine  Financing.


2.First
  Amendment to Credit Agreement dated as of October 26, 2001 between Mineras Bonanza
  C.A., Crystallex, various Crystallex subsidiaries, and Standard Bank London.SeeItem 4.D,
  Information on the Company  Property, Plants and Equipment The Tomi
  Mine and Revemin Mill  Financing.


3.Assignment
  of Debt and Related Security dated as of October 26, 2001 between Crystallex,
  El Callao Mining Corp., and another Crystallex subsidiary and Standard Bank
  London.SeeItem 4.D,
  Information on the Company  Property, Plants and Equipment The Tomi
  Mine and Revemin Mill  Financing.


4.Agreement
  dated as of November 15, 2001 between Crystallex and Standard Bank London Limited,
  relating to the orderly disposition of Crystallex common shares that Standard
  Bank London acquires from Crystallex as payment of loan obligations.SeeItem 4.D,
  Information on the Company  Property, Plants and Equipment  The
  San Gregorio Gold Mine Financing.


Crystallex and Standard
  Bank London have entered into an agreement whereby Standard Bank London has
  undertaken to sell Crystallex shares that Standard Bank London holds, subject
  to daily and monthly maximum amounts, in order to maintain an orderly market
  for the transfer of Crystallex shares. The maximum amounts are determined from
  time to time as shares are issued by Crystallex in payment of amounts under
  the Amended and Restated Loan Agreement between Minera San Gregorio, other Crystallex
  subsidiaries, and Standard Bank London, as amended.


5.Memorandum
  of Understanding dated as of December 17, 2001 between Crystallex and Standard
  Bank London.SeeItem 4.D,
  Information on the Company  Property, Plants and Equipment  The
  San Gregorio Gold Mine  Financing.


6.Mine
    Operation Contract dated September 17, 2002, between Crystallex and theCorporacion
    Venezolana de Guayana for the development of the gold deposits of Las Cristinas
    4, 5, 6 and
    7. See Item 4D, Information on the Company, Property. Plants and Equipment:
    Las Cristinas 4, 5, 6 and 7.


7.In
  late June, 2003, Crystallex, through its controlled subsidiaries, El Callao
  Mining Corporation and ECM (Venco) Ltd., agreed to pay an amount of US$514,755
  to CorporacionVengroup, S.A., Crystallexs partner in the development of the El Callao
  properties in Venezuela. See Item 4D, Information on the Company, Property.
  Plants and Equipment: El Callao Properties - The Lo Increible Deposits. The
  payment is in settlement of distributions claimed by Vengroup under the shareholder
  agreement governing the relationship of the parties, as amended, as a result
  of operations at the El Callao properties during the period from March 1, 2001
  to March 31, 2003. Payment is to be made in Crystallex common shares. Crystallex
  anticipates that documentation regarding this agreement will be finalized and
  closing will take place in August, 2003, subject to receipt of appropriate regulatory
  approvals.


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|D. | Exchange
      Controls
|-- | -----------------------

There are
  presently no governmental laws, decrees, or regulations in Canada restricting
  the export or import of capital, or which impose exchange controls or affect
  the remittance of dividends, interest, or other payments to non-resident holders
  of Crystallex's common shares. However, any such remittance to a resident of
  the United States may be subject to a withholding tax pursuant to the Canada/United
  States tax convention between Canada and the United States (see Item 10.E -
  Taxation).


|E. | Taxation
|-- | --------

The following
  summary describes the general Canadian federal income tax consequences of acquiring,
  holding and disposing of Crystallex's common shares generally applicable to
  purchasers of Crystallex's common shares described below.


This summary
  is applicable only to a purchaser of Crystallex's common shares (a "Holder")
  who, (i) for the purposes of the Income Tax Act (Canada) (the "Tax Act"), at
  all relevant times, is not and is not deemed to be, resident in Canada, deals
  at arm's length with Crystallex, holds Crystallex's common shares as capital
  property, does not hold or use and is not deemed or determined to hold or use
  Crystallex's common shares in connection with the carrying on of a business
  in Canada or the performing of independent personal services in Canada, and,
  in the case of a purchaser that carries on an insurance business in Canada and
  elsewhere, is not required by or for the purposes of the laws of Canada to include
  an amount in respect of any of Crystallex's common shares in computing its income
  from its insurance business carried on in Canada, and (ii) for the purposes
  of the Canada- US. Income Tax Convention (the "Convention"), is at all relevant
  times resident in the United States. This summary is not applicable to a purchaser
  who is an organization exempt from tax in the United States and described in
  Article XXI of the Convention. Crystallex's common shares will generally be
  considered to be capital property to a purchaser unless the purchaser holds
  Crystallex's common shares in the course of carrying on a business of buying
  and selling securities or is a financial institution and Crystallex's common
  shares are mark-to-market property of such purchaser.


This summary
  is of a general nature only and is not intended to be, nor should it be, construed
  to be legal or tax advice to any particular Holder. Accordingly, Holders are
  urged to consult their own tax advisors with respect to their particular circumstances.


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This summary
  is based on the current provisions of the Tax Act, the Regulations thereunder
  (the "Tax Regulations") and the Convention in force as of the date hereof, the
  current published administrative policies of Canada Customs and Revenue Agency,
  and all specific proposals (the "Tax Proposals") to amend the Tax Act and the
  Tax Regulations publicly announced by or on behalf of the Minister of Finance
  (Canada) prior to the date hereof. This summary is not exhaustive of all possible
  Canadian federal income tax consequences and, except for the Tax Proposals,
  does not take into account or anticipate any changes in law, whether by legislative,
  governmental or judicial action, and does not take into account provincial,
  territorial or foreign tax consequences which may differ significantly form
  those discussed herein. With respect to the Tax Proposals, no assurances can
  be given that the Tax Proposals will be enacted in the form proposed or at all.


|(a) | Dividends
      on Crystallex's Common Shares
|--- | ---------------------------------------------

Subject to
  the provisions of the Convention, Canadian withholding tax at a rate of 25 %
  will be payable on dividends paid or credited by Crystallex to a Holder of Crystallex's
  common shares. Under the Convention, the withholding tax rate is generally reduced
  to 15 % or, if the Holder is a corporation that owns at least 10 % of Crystallex's
  voting stock, to 5%. Crystallex or its paying agent assumes the responsibility
  for the withholding tax on such dividends.


|(b) | Capital
      Gains and Losses
|--- | ------------------------------

Upon a disposition
  or deemed disposition by a Holder of Crystallex's common shares, a capital gain
  (or loss) will generally be realized by the Holder to the extent that the proceeds
  of disposition, less costs of disposition, exceed (or are exceeded by) the adjusted
  cost base of Crystallex's common shares to such Holder. Subject to the provisions
  of the Convention, capital gains realized by a Holder on a disposition of Crystallex's
  common shares will not be subject to Canadian federal income tax unless Crystallex's
  common shares are taxable Canadian property (as defined in the Tax Act) to such
  Holder, in which case the capital gains will be subject to Canadian tax at rates
  which will approximate those payable by a Canadian resident. Crystallex's common
  shares will not be taxable Canadian property to a Holder unless, at any time
  during the 60 month period immediately preceding the disposition, such Holder,
  persons with whom such Holder did not deal at arm's length, or such Holder together
  with all such persons, owned, had an interest in or an option in respect of
  25 % or more of the issued shares of any class or series of shares of Crystallex.


Under the
  Convention, a Holder will not be subject to Canadian tax on a disposition of
  Crystallex's common shares unless, at the time of the disposition, the value
  of Crystallex's common shares is derived principally from real property (including
  natural resource property) situated in Canada, or unless the Holder was an individual
  resident in Canada (a) at any time during the ten years immediately preceding
  the disposition of such shares and (b) for 120 months during any period of twenty
  consecutive years preceding the disposition of such shares, and such shares
  were owned by the Holder when he or she ceased to be a resident of Canada.


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|F. | Dividends and Paying
      Agents
|-- | ---------------------------------

Not applicable


|G. | Statements
      By Experts
|-- | ---------------------------

Not applicable


|H. | Documents
      on Display
|-- | --------------------------

Copies of
  the documents referred to in this annual report may be inspected at Crystallexs
  office at 579 Richmond Street West, # 301, Toronto, Ontario, Canada M5Z 1Y6.


|I. | Subsidiary
      Information
|-- | ----------------------------

Not applicable


ITEM 11  QUANTITATIVE
        AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Crystallexs
  principal operations are resident in Uruguay and Venezuela. However, aside from
  local trade/supplier debt, all transactions from these operations are denominated
  in US dollars. Gold sale proceeds, as well as related forward production contracts
  and written call options, are all received or denominated in US dollars. To
  finance the acquisition of its operations, Crystallex has incurred debt through
  bank instruments and convertible notes, both of which are denominated in US
  dollars.


Crystallexs
  variable rate debt consists solely of its long term bank financing utilized
  to fund the acquisition of mineral properties. This bank debt bears interest
  at LIBOR plus an applicable margin. Considering the amount of debt outstanding
  as at December 31, 2002 ($Cdn 17.8 million), a rapid or large increase in the
  base rate, LIBOR, would not have a material impact on Crystallexs earnings
  statement.


|Gold
    Contracts
|------------------

Crystallex
  enters into financial agreements with major financial institutions to manage
  underlying revenue and future cash flow exposures arising from gold prices.
  Contracts include forward sales and call options.


At December
  31, 2002, of its 10.5 million ounces of reserves, Crystallex had committed a
  total of 471,872 ounces at an average price of US$303 per ounce, including 229,240
  ounces under written call options sold at an average price of US$303 per ounce.
  The program consisted of the following:


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|                                       | 2003 |        | 2004 |   | 2005    |  | 2006 |        | Total |  
|-------------------------------------- | ---- | ------ | ---- | - | ------- |  | ---- | ------ | ----- | -
|                                       |      |        |      |   |         |  |      |        |       |  
|Fixed
    Forward Gold Sales (ounces)  |      | 77,598 |      |   | 82,608  |  |      | 42,430 |       |  
|Average Price Per Ounce                | $    | 300    |      | $ | 300     |  | $    | 305    |       | $
|Written
    Gold Call Options (ounces) |      | 60,852 |      |   | 115,456 |  |      | 50,932 |       |  
|Average
    Exercise Price Per Ounce   | $    | 295    |      | $ | 306     |  | $    | 303    |       | $

Crystallexs objective
is to reduce the size of its economic hedge book. Although the total committed
ounces under the economic hedge program is just 4.5% of our reserves at year
end, the committed ounces this year and next are presently high in relation to
planned production in those years. To address this situation, Crystallex is negotiating
a restructuring of the positions with economic hedge counterparties to move certain
commitments to future periods. Also, Crystallex is reducing the overall size
of the program by delivering into forward sales contracts without replacing those
contracts. The decision to reduce the size of the economic hedge program is also
supported by a positive outlook for the gold market and continuing low US dollar
interest rates, which makes economic hedging through forward sales less attractive.


Crystallexs ability
to deliver against fixed forward commitments is dependant on various factors,
certain of those being (i) improvement in grade of ore mined (ii) improved recovery
rates and (iii) completion of ongoing development projects. In the event that
production is insufficient to meet fixed forward commitments Crystallex will
(i) negotiate the extension of commitment dates (ii) purchase gold on the spot
market or (iii) financially settle the contract. Crystallex believes that it
has the ability to meet or extend its forward commitments.


Accounting for Derivative Instruments

Written call options

Upon re-examination of
the accounting for Crystallexs written call options, management determined
that call option contracts outstanding at the end of 1999, 2000, 2001 and, for
Cdn GAAP purposes only, 2002, had not been property accounted for and as a result
Crystallex had reflected premiums received in income on the date of receipt and
had not reflected the amount of the related mark to market adjustments for changes
in estimated fair values within the consolidated financial statements. Accordingly,
management has reclassified premiums received, previously reported in revenue,
as a liability (deferred credit) on the balance sheet and has recorded the mark
to market adjustments to the recorded liabilities for options outstanding at
the end of each year. The change in fair value of the liability has been recorded
as a non-hedge derivative (loss) gain.




Previously Crystallex had treated fixed forward contracts as transactions qualifying as hedges for accounting purposes and had recorded the contracts off balance sheet until the settlement date at which time the contract settlement amount was recorded in mining revenue. Upon re-examination, it has been determined that certain restructuring transactions with the counterparty modified the fixed forward contracts prior to their maturity resulting in a reassessment of hedge designation and effectiveness. Consequently, Crystallex has redesignated its forward contracts as trading activity and accordingly has recorded the estimated fair values of these contracts on the balance sheets and related mark to market adjustments for changes in estimated fair values in the statements of operations as non-hedge derivative (loss) gain.


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The
            variation in fair market value of options and forwards from period
            to period can cause significant
  volatility in earnings; however, the fair market value adjustment is a non-cash
  item that will not impact Crystallexs cashflow. For the year ended December
  31, 2002, Crystallex incurred a non-hedge, non-cash derivative loss of $34.2
  million.


In circumstances
      where Crystallex is unable to meet the obligations under the call options,
      Crystallex will either defer the expiry date of the call option, purchase
      gold in the market, or settle the positions financially. If Crystallex
      were to purchase gold in the market or settle the positions financially,
it would result in a reduction of Crystallexs cashflow.


ITEM 12  DESCRIPTION OF SECURITIES OTHER THAN EQUITY
SECURITIES

Not
Applicable


PART
  II

ITEM 13  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None


ITEM 14  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS

|A. | Not Applicable                                                                                                                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                
|B. | In 1997,
        Crystallex's Board of Directors adopted, and the shareholders approved,
        a rights plan. SeeItem 4.D - Information on the Company  Property,
        Plants and Equipment  Las Cristinas 4 and 6 Concessions  Company
        Corporate Matters Related to the Concession. Crystallexs shareholders
    reapproved the plan in 2000.
|   |                                                                                                                                                                                                                                                                                                                                                                
|C. | Not Applicable.                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                
|D. | Not Applicable.                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                
|E. | Use
    of Proceeds                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                
|   | Not Applicable                                                                                                                                                                                                                                                                                                                                                 

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ITEM 15  CONTROLS AND PROCEDURES

Crystallex has, within
the last 90 days, implemented a new comprehensive disclosure policy which extends
to all corporate disclosure, including financial disclosure. The disclosure policy
extends to all employees of Crystallex and its subsidiaries, the boards of directors
of Crystallex and its subsidiaries, service providers of Crystallex which have
access to material information, and those authorized to speak on their behalf.
The policy covers all disclosures in documents filed with securities regulators
and written statements made in Crystallexs annual and general reports, news releases, letter to shareholders, presentations by senior management, advertisements, brochures and information contained on Crystallexs
Web-site and other electronic communications. Crystallex has established a disclosure
committee consisting of the Chief Executive Officer, Executive Vice President
and Corporate Counsel, Chief Financial Officer and one outside director of the
board of directors. The Executive Vice President and Corporate Counsel will be
primarily responsible for day to day administration of the policy and communication
with stock exchanges and securities regulators. The disclosure committee will
meet on a periodic basis as conditions dictate and at least once quarterly to
review and discuss past and anticipated future events.


The Chief Financial Officer,
in conjunction with Corporate Counsel, is responsible for annual and quarterly
earnings releases and financial statements, quarterly reports and the management
discussion and analysis of financial information (MD&A).  All earnings releases, financial statements, quarterly reports and MD&A
are reviewed first by the disclosure committee, then by the audit committee or
the board of directors in advance of public release.


Crystallex maintains a
small head office staff which by its very nature, at times, precludes the functioning
of all internal controls most notably division of duties. To compensate for this
situation as noted above, management, through the Chief Financial Officer and
disclosure committee, performs a through review of any and all financial information
disclosed to the public markets. In addition, managements review is verified or amendments are made following the completion of a review by Crystallexs
external auditors and review by the audit committee. The Chief Financial Officer
also supervises and monitors all internal systems and controls on a day to day
basis.


There have been no other
changes in Crystallexs controls and procedures in the 90 days prior to
this filing.


Crystallexs President/Chief Executive Officer and Chief Financial Officer have evaluated these controls and procedures within the past 90 days and have concluded that these controls and procedures are effective in the circumstances in that they provide timely and complete disclosure to Crystallexs
stakeholders.


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ITEM 16A  AUDIT COMMITTEE FINANCIAL EXPERT

Not Applicable


ITEM 16B  CODE OF ETHICS

Not Applicable


ITEM 16C  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Set out below are Crystallexs accountants fees
and services incurred for the years 2001 and 2002 (in Cdn$):


|Type                        |   | 2002    |  |   | 2001    | 
|--------------------------- | - | ------- |  | - | ------- | 
|                            |   |         |  |   |         | 
|Audit Fee                   | $ | 506,830 |  | $ | 103,600 | 
|Audit-Related
       Fee(1) |   | 241,132 |  |   | 7,800   | 
|Tax Fee(2)                  |   | 22,103  |  |   | 4,800   | 
|All Other
    Fees(3)       |   | 18,185  |  |   | 15,100  | 
|                            |   |         |  |   |         | 
|Totals                      | $ | 788,250 |  |   | 131,300 | 
|                            |   |         |  |   |         | 

|   
|---
|(1)
|(2)
|(3)

PART III

ITEM
  17  FINANCIAL STATEMENTS

Not
    Applicable.


ITEM
18FINANCIAL
STATEMENTS

Audited
      financial statements for the fiscal years ending December 31, 2002, 2001,
      and 2000, together with the auditors report for each of these periods,
are annexed to this report, beginning on page F-1.


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ITEM 19  EXHIBITS

|4.11(1) | Mining
          Operation Agreement dated as of September 17, 2002, between Crystallex
          International Corporation and Corporacion Venezolana de Guayana  English
          translation, incorporated by reference from an exhibit to Form 6-K
    submitted on October 2, 2002.
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                           
|12.1    | Certification
          of Todd Bruce pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                           
|12.2    | Certification
          of Borden D. Rosiak pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                           
|13.1    | Certification
          of Todd Bruce pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                           
|13.2    | Certification
          of Borden D. Rosiak pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.                                                                                                                                                                                

---

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Consolidated
  Financial Statements of

CRYSTALLEX
  INTERNATIONAL CORPORATION

December
  31, 2002 and 2001

(As Restated
  - Note 2)

(Expressed
  in Canadian dollars)

F-1

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|Deloitte & Touche LLP 
      BCE Place
      181 Bay Street, Suite 1400 
      Toronto, ON M5J 2V1
      Canada |  | 
|--------------------------------------------------------------------------------------------------------------- |  | 
|                                                                                                                |  | 
|                                                                                                                | 
|Tel: (416) 601
      6150
      Fax: (416) 601 6151                                                             | 
|www.deloitte.ca                                                                                                 |  | 

Independent Auditors' Report

To the Shareholders ofCrystallex International Corporation

We have audited the restated consolidated balance sheets of Crystallex International Corporation as at December 31, 2002 and 2001 and the related restated consolidated statements of operations, changes in shareholders equity, and cash flows for each of the years in the three-year period ended December 31, 2002. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audits in accordance with Canadian generally accepted auditing standards and auditing standards generally accepted in the United States of America. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, these restated consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2002 and 2001 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2002 in accordance with Canadian generally accepted accounting principles.


As discussed in Note 2, these consolidated financial statements have been restated. Our report dated May 13, except as to Note 18, which is as of May 22, 2003, on the previously issued consolidated financial statements as at December 31, 2002 and 2001 and for each of the years in the three-year period ended December 31, 2002 has been withdrawn.




Toronto, Ontario
  July 25, 2003

COMMENTS BY AUDITOR ON CANADA-UNITED STATES OF AMERICA REPORTING DIFFERENCE

In the United States of America, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) to identify circumstances in which accounting changes affect consistency such as the changes described in Notes 2, 3 and 18 to the Crystallex International Corporations restated consolidated financial statements. Our report to the shareholders dated July 25, 2003 is expressed in accordance with Canadian reporting standards, which do not require a reference to such circumstances in the auditors' report when the items are properly accounted for and adequately disclosed in the consolidated financial statements.




Chartered Accountants

Toronto, Ontario
  July 25, 2003



F-2

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CRYSTALLEX INTERNATIONAL CORPORATION
  Table of Contents

December 31, 2002 and 2001

|                                                                 | Page     | 
|---------------------------------------------------------------- | -------- | 
|                                                                 |          | 
|Consolidated Balance
      Sheets                                | F-4      | 
|                                                                 |          | 
|Consolidated Statements
      of Operations                      | F-5      | 
|                                                                 |          | 
|Consolidated Statements
      of Cash Flows                      | F-6      | 
|                                                                 |          | 
|Consolidated Statements
      of Changes in Shareholders Equity | F-7      | 
|                                                                 |          | 
|Notes to the Consolidated
      Financial Statements             | F-8-F-60 | 

F-3

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CRYSTALLEX INTERNATIONAL CORPORATIONCONSOLIDATED BALANCE SHEETSAs at December 31 (As restated
  - Note 3)
(Expressed in Canadian dollars)



|                                           |                               | 2002         |   |   | 2001        |  
|------------------------------------------ | ----------------------------- | ------------ | - | - | ----------- | -
|                                           |                               |              |   |   |             |  
|ASSETS                                     |                               |              |   |   |             |  
|CURRENT                                    |                               |              |   |   |             |  
|Cash and cash equivalents                  | $                             | 5,695,130    |   | $ | 14,409,831  |  
|Accounts receivable                        |                               | 2,332,437    |   |   | 2,883,091   |  
|Production inventories (Note 4)            |                               | 8,544,920    |   |   | 8,917,304   |  
|Supplies inventory and prepaid expenses    |                               | 536,843      |   |   | 1,253,232   |  
|Investments (Note 5)                       |                               | 89,329       |   |   | 235,901     |  
|Due from related parties                   |                               | 88,164       |   |   | 8,735       |  
|Current portion of deferred charge         |                               |             |   |   | 4,234,427   |  
|                                           |                               |              |   |   |             |  
|                                           |                               | 17,286,823   |   |   | 31,942,521  |  
|SECURITY DEPOSITS                          |                               | 208,887      |   |   | 306,218     |  
|INVESTMENT (Note 5)                        |                               | 640,000      |   |   | 640,000     |  
|PROPERTY, PLANT AND EQUIPMENT (Note 7)     |                               | 154,303,830  |   |   | 122,660,335 |  
|DEFERRED CHARGE                            |                               | 7,765,576    |   |   | 10,161,956  |  
|DEFERRED FINANCING FEES (Note 8)           |                               | 2,162,868    |   |   | 1,269,652   |  
|                                           |                               |              |   |   |             |  
|TOTAL ASSETS                               | $                             | 182,367,984  |   | $ | 166,980,682 |  
|                                           |                               |              |   |   |             |  
|LIABILITIES                                |                               |              |   |   |             |  
|CURRENT                                    |                               |              |   |   |             |  
|Accounts payable and accrued liabilities   | $                             | 17,385,724   |   | $ | 16,456,041  |  
|Due to related parties                     |                               | 245,925      |   |   | 437,506     |  
|Current portion of deferred credit         |                               | 11,401,347   |   |   | 3,177,760   |  
|Current portion of long-term debt (Note 9) |                               | 7,850,256    |   |   | 2,609,559   |  
|                                           |                               |              |   |   |             |  
|                                           |                               | 36,883,252   |   |   | 22,680,866  |  
|RECLAMATION PROVISION                      |                               | 1,048,726    |   |   | 1,137,568   |  
|LONG-TERM DEBT (Note 9)                    |                               | 26,206,277   |   |   | 25,216,992  |  
|DEFERRED CREDIT                            |                               | 35,001,677   |   |   | 14,520,283  |  
|                                           |                               |              |   |   |             |  
|                                           |                               | 99,139,932   |   |   | 63,555,709  |  
|                                           |                               |              |   |   |             |  
|MINORITY INTEREST                          |                               | 143,517      |   |   | 143,517     |  
|                                           |                               |              |   |   |             |  
|COMMITMENTS AND CONTINGENCIES (Note 15)    |                               |              |   |   |             |  
|                                           |                               |              |   |   |             |  
|SHAREHOLDERS' EQUITY                       |                               |              |   |   |             |  
|SHARE CAPITAL (Note 10)                    |                               | 193,349,000  |   |   | 165,350,568 |  
|SPECIAL WARRANTS (Note 10)                 |                               | 4,557,450    |   |   |            |  
|EQUITY COMPONENT OF CONVERTIBLE            |                               |              |   |   |             |  
|NOTES                                      |                               | 3,878,322    |   |   | 1,557,302   |  
|CONTRIBUTED SURPLUS                        |                               | 5,801,535    |   |   | 4,415,546   |  
|DEFICIT                                    |                               | (124,501,772 | ) |   | (68,041,960 | )
|                                           |                               |              |   |   |             |  
|                                           |                               | 83,084,535   |   |   | 103,281,456 |  
|                                           |                               |              |   |   |             |  
|                                           | $                             | 182,367,984  |   | $ | 166,980,682 |  
|                                           |                               |              |   |   |             |  
|                                           |                               |              |   |   |             |  
|Marc
    J. Oppenheimer, Director        | David I. Matheson, Director |             

F-4

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CRYSTALLEX INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONSYears ended December 31 (As restated
- Note 3)
(Expressed in Canadian dollars)



|                                     |   | 2002        |   |   | 2001        |   |   | 2000       |  
|------------------------------------ | - | ----------- | - | - | ----------- | - | - | ---------- | -
|                                     |   |             |   |   |             |   |   |            |  
|                                     |   |             |   |   |             |   |   |            |  
|MINING REVENUE                       | $ | 46,161,221  |   | $ | 45,984,208  |   | $ | 39,639,239 |  
|                                     |   |             |   |   |             |   |   |            |  
|OPERATING EXPENSES                   |   |             |   |   |             |   |   |            |  
|Operations                           |   | 40,677,574  |   |   | 39,847,295  |   |   | 30,693,945 |  
|Amortization                         |   | 9,926,247   |   |   | 9,555,223   |   |   | 8,131,265  |  
|Depletion                            |   | 2,132,964   |   |   | 2,214,550   |   |   | 2,167,693  |  
|                                     |   |             |   |   |             |   |   |            |  
|                                     |   | 52,736,785  |   |   | 51,617,068  |   |   | 40,992,903 |  
|                                     |   |             |   |   |             |   |   |            |  
|OPERATING (LOSS) PROFIT              |   | (6,575,564  | ) |   | (5,632,860  | ) |   | (1,353,664 | )
|                                     |   |             |   |   |             |   |   |            |  
|EXPENSES                             |   |             |   |   |             |   |   |            |  
|Amortization                         |   | 329,288     |   |   | 471,530     |   |   | 136,643    |  
|Interest on long-term debt           |   | 2,975,243   |   |   | 2,114,799   |   |   | 1,129,883  |  
|General and administrative (Note 11) |   | 9,949,630   |   |   | 6,916,095   |   |   | 6,401,277  |  
|                                     |   |             |   |   |             |   |   |            |  
|                                     |   | 13,254,161  |   |   | 9,502,424   |   |   | 7,667,803  |  
|                                     |   |             |   |   |             |   |   |            |  
|NON-HEDGE DERIVATIVE                 |   |             |   |   |             |   |   |            |  
|(LOSS) GAIN (Note 15)                |   | (35,544,768 | ) |   | 2,177,409   |   |   | 13,118,318 |  
|                                     |   |             |   |   |             |   |   |            |  
|(LOSS) INCOME BEFORE OTHER ITEMS     |   | (55,374,493 | ) |   | (12,957,875 | ) |   | 4,096,851  |  
|                                     |   |             |   |   |             |   |   |            |  
|OTHER ITEMS                          |   |             |   |   |             |   |   |            |  
|Interest and other income            |   | 378,830     |   |   | 479,637     |   |   | 727,472    |  
|Foreign exchange gain (loss)         |   | 881,101     |   |   | (3,238,889  | ) |   | (275,463   | )
|Minority interest                    |   |            |   |   | 169,800     |   |   |           |  
|Write-down of marketable securities  |   | (210,572    | ) |   | (2,003,338  | ) |   |           |  
|Write-down of mineral properties     |   | (2,134,678  | ) |   | (25,001,776 | ) |   |           |  
|                                     |   |             |   |   |             |   |   |            |  
|                                     |   | (1,085,319  | ) |   | (29,594,566 | ) |   | 452,009    |  
|                                     |   |             |   |   |             |   |   |            |  
|NET (LOSS) INCOME FOR THE YEAR       | $ | (56,459,812 | ) | $ | (42,552,441 | ) | $ | 4,548,860  |  
|                                     |   |             |   |   |             |   |   |            |  
|NET (LOSS) INCOME PER SHARE          |   |             |   |   |             |   |   |            |  
|Basic                                | $ | (0.67       | ) | $ | (0.62       | ) | $ | 0.09       |  
|Diluted                              | $ | (0.67       | ) | $ | (0.62       | ) | $ | 0.08       |  
|                                     |   |             |   |   |             |   |   |            |  
|WEIGHTED AVERAGE NUMBER OF           |   |             |   |   |             |   |   |            |  
|COMMON SHARES OUTSTANDING            |   |             |   |   |             |   |   |            |  
|Basic                                |   | 84,441,287  |   |   | 69,117,738  |   |   | 52,965,842 |  
|Diluted                              |   | 84,441,287  |   |   | 69,117,738  |   |   | 56,264,424 |  
|                                     |   |             |   |   |             |   |   |            |  

F-5

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CRYSTALLEX INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWSYears ended December 31 (As restated
- Note 3)
(Expressed in Canadian dollars)



|                                                                    |   | 2002        |   |   | 2001        |   |   | 2000        |  
|------------------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                                    |   |             |   |   |             |   |   |             |  
|                                                                    |   |             |   |   |             |   |   |             |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                |   |             |   |   |             |   |   |             |  
|Net (loss) income for the year                                      | $ | (56,459,812 | ) | $ | (42,552,441 | ) | $ | 4,548,860   |  
|Adjustments to reconcile income
       to net cash                  |   |             |   |   |             |   |   |             |  
|used
         in operating activities:                              |   |             |   |   |             |   |   |             |  
|Amortization and depletion                                          |   | 12,388,499  |   |   | 12,241,303  |   |   | 10,435,601  |  
|Foreign
    exchange (gain) loss                                    |   | (514,396    | ) |   | 2,834,827   |   |   | 351,693     |  
|Gain on sale of securities                                          |   |            |   |   |            |   |   | (102,856    | )
|Loss (gain) on loan conversion                                      |   |            |   |   | (996,913    | ) |   | (110,312    | )
|Interest on long-term debt                                          |   | 327         |   |   | 347,690     |   |   | 132,532     |  
|Management
    fees                                                 |   | 110,955     |   |   | 193,739     |   |   | 35,000      |  
|Minority
    interest                                               |   |            |   |   | (169,800    | ) |   |            |  
|Non-hedge
         derivative loss (gain)                           |   | 34,187,017  |   |   | 4,119,293   |   |   | (9,894,115  | )
|Reclamation provision                                               |   | (88,849     | ) |   | (44,652     | ) |   | 403,972     |  
|Write down of marketable securities                                 |   | 210,572     |   |   | 2,003,338   |   |   |            |  
|Write down of mineral properties                                    |   | 2,134,678   |   |   | 25,001,776  |   |   |            |  
|                                                                    |   |             |   |   |             |   |   |             |  
|Changes
         in other operating assets and liabilities,         |   |             |   |   |             |   |   |             |  
|(net
         of effects from purchase of subsidiaries):            |   |             |   |   |             |   |   |             |  
|Decrease (increase) in accounts receivable                          |   | 285,549     |   |   | (187,486    | ) |   | 1,590,337   |  
|(Increase) decrease in inventories                                  |   | (277,910    | ) |   | 1,254,765   |   |   | 808,719     |  
|Decrease
    (increase ) in security deposits                       |   |             |   |   |             |   |   |             |  
|and prepaid expenses                                                |   | 1,505,345   |   |   | 644,877     |   |   | (1,638,314  | )
|(Increase)
    decrease in due from related parties                 |   | (115,256    | ) |   | 26,883      |   |   | (281        | )
|Increase (decrease) in accounts payable and                         |   |             |   |   |             |   |   |             |  
|accrued liabilities                                                 |   | 786,307     |   |   | 321,396     |   |   | (638,975    | )
|Decrease in due to related parties                                  |   | 247,485     |   |   | 145,322     |   |   | 221,089     |  
|Increase in deferred credit                                         |   | 1,148,771   |   |   | 2,955,493   |   |   | 4,936,798   |  
|                                                                    |   |             |   |   |             |   |   |             |  
|                                                                    |   | (4,450,718  | ) |   | 8,139,410   |   |   | 11,079,748  |  
|                                                                    |   |             |   |   |             |   |   |             |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                |   |             |   |   |             |   |   |             |  
|Purchase
         of subsidiaries (net of cash acquired)            |   |            |   |   | (5,349,761  | ) |   | (7,761,691  | )
|Purchase
    of property, plant and equipment                       |   | (43,728,076 | ) |   | (12,736,568 | ) |   | (3,610,509  | )
|Deferred acquisition costs                                          |   |            |   |   |            |   |   | (4,627,626  | )
|Security deposits                                                   |   | 97,331      |   |   | (113,107    | ) |   | (64,663     | )
|Purchase of long-term investment securities                         |   |            |   |   |            |   |   | (2,643,338  | )
|Proceeds on sale of marketable securities                           |   |            |   |   |            |   |   | 137,143     |  
|Purchase of marketable securities                                   |   | (64,000     | ) |   | (8,000      | ) |   | (224,002    | )
|                                                                    |   |             |   |   |             |   |   |             |  
|                                                                    |   | (43,694,745 | ) |   | (18,207,436 | ) |   | (18,794,686 | )
|                                                                    |   |             |   |   |             |   |   |             |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                |   |             |   |   |             |   |   |             |  
|Issuance of common shares for cash                                  |   | 7,284,107   |   |   | 9,743,922   |   |   | 3,704,095   |  
|Common shares subscribed                                            |   |            |   |   |            |   |   | 1,955,644   |  
|Special warrants                                                    |   | 4,557,450   |   |   |            |   |   |            |  
|Debt borrowings                                                     |   | 30,365,399  |   |   | 11,607,595  |   |   | 10,191,625  |  
|Debt repayments                                                     |   | (771,120    | ) |   |            |   |   | (10,370,847 | )
|Deferred financing fees                                             |   | (2,005,074  | ) |   | (1,292,102  | ) |   |            |  
|                                                                    |   |             |   |   |             |   |   |             |  
|                                                                    |   | 39,430,762  |   |   | 20,059,415  |   |   | 5,480,517   |  
|                                                                    |   |             |   |   |             |   |   |             |  
|(DECREASE) INCREASE IN CASH                                         |   |             |   |   |             |   |   |             |  
|AND CASH EQUIVALENTS                                                |   | (8,714,701  | ) |   | 9,991,389   |   |   | (2,234,421  | )
|CASH AND CASH EQUIVALENTS,                                          |   |             |   |   |             |   |   |             |  
|BEGINNING OF YEAR                                                   |   | 14,409,831  |   |   | 4,418,442   |   |   | 6,652,863   |  
|                                                                    |   |             |   |   |             |   |   |             |  
|CASH AND CASH EQUIVALENTS,                                          |   |             |   |   |             |   |   |             |  
|END OF YEAR                                                         | $ | 5,695,130   |   | $ | 14,409,831  |   | $ | 4,418,442   |  
|                                                                    |   |             |   |   |             |   |   |             |  
|Supplemental disclosure
       with respect to cash flows (Note 13) |   |             |   |   |             |   |   |             |  

F-6

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CRYSTALLEX
      INTERNATIONAL CORPORATION

Consolidated
      Statements of Changes in Shareholders' EquityYears ended December
  31 (As restated  Note 3)
  (Expressed in Canadian dollars)

|                                                  |            |  |        |             |          |            |        |   |            |   |            |   |             |           |       |   |              |             | Equity    |            |   |   |            
|------------------------------------------------- | ---------- |  | ------ | ----------- | -------- | ---------- | ------ | - | ---------- | - | ---------- | - | ----------- | --------- | ----- | - | ------------ | ----------- | --------- | ---------- | - | - | -----------
|                                                  |            |  |        |             |          |            |        |   |            |   |            |   |             |           |       |   |              |             | Component |            |   |   |            
|                                                  |            |  |        |             |          | Number of  |        |   |            |   |            |   |             |           |       |   |              |             | of        |            |   |   |            
|                                                  | Number     |  |        |             |          | Special    |        |   |            |   | Number of  |   | Contributed |           |       |   |              | Convertible |           |            |   |  
|                                                  | of Shares  |  | Amount |             | Warrants |            | Amount |   | Warrants   |   | Surplus    |   | Deficit     |           | Notes |   | Total        |            
|                                                  |            |  |        |             |          |            |        |   |            |   |            |   |             |           |       |   |              |             |           |            |   |   |            
|Balance at December 31, 1999                      | 45,295,569 |  | $      | 105,393,744 |          |           |        | $ |           |   | 7,919,643  |   | $           |          |       | $ | (30,038,379  | )           | $         |           |   | $ | 75,355,365 
|Shares
          issued on exercise of options    | 2,222,208  |  |        | 2,285,708   |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 2,285,708  
|Shares
          issued on conversion of warrants | 959,200    |  |        | 1,418,387   |          |           |        |   |           |   | (959,200   | ) |             |          |       |   |             |             |           |           |   |   | 1,418,387  
|Shares
          issued for management fees       | 29,536     |  |        | 69,557      |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 69,557     
|Shares
          issued for legal fees            | 300,000    |  |        | 698,820     |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 698,820    
|Shares
          issued for Bolivar Acquisition   | 1,268,749  |  |        | 2,345,631   |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 2,345,631  
|Shares
          issued for Las Cristinas         | 4,580,404  |  |        | 10,956,327  |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 10,956,327 
|Shares
          issued on conversion of notes    | 4,498,555  |  |        | 7,500,284   |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 7,500,284  
|Warrants
          issued with convertible notes  |           |  |        |            |          |           |        |   |           |   | 3,008,557  |   |             | 63,671    |       |   |             |             |           |           |   |   | 63,671     
|Warrants
          expired during the year        |           |  |        |            |          |           |        |   |           |   | (2,000,000 | ) |             |          |       |   |             |             |           |           |   |   |           
|Special
          warrants issued for cash        |           |  |        |            |          | 1,025,000  |        |   | 1,387,809  |   | 1,025,000  |   |             | 567,835   |       |   |             |             |           |           |   |   | 1,955,644  
|Net
          income loss for the year            |           |  |        |            |          |           |        |   |           |   |           |   |             |          |       |   | 4,548,860    |             |           |           |   |   | 4,548,860  
|                                                  |            |  |        |             |          |            |        |   |            |   |            |   |             |           |       |   |              |             |           |            |   |   |            
|Balance at December 31, 2000                      | 59,154,221 |  |        | 130,668,458 |          | 1,025,000  |        |   | 1,387,809  |   | 8,994,000  |   |             | 631,506   |       |   | (25,489,519  | )           |           |           |   |   | 107,198,254
|Shares
          issued on exercise of options    | 340,000    |  |        | 468,700     |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 468,700    
|Shares
          issued on conversion of warrants | 1,460,443  |  |        | 2,318,889   |          |           |        |   |           |   | (1,460,443 | ) |             |          |       |   |             |             |           |           |   |   | 2,318,889  
|Shares
          issued for management fees       | 65,466     |  |        | 104,550     |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 104,550    
|Shares
          issued for legal fees            | 1,200,000  |  |        | 2,385,000   |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 2,385,000  
|Shares
          issued for El Callao             | 3,987,535  |  |        | 5,150,520   |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 5,150,520  
|Shares
          issued for Las Cristinas         | 1,035,689  |  |        | 2,597,247   |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 2,597,247  
|Shares
          issued on conversion of notes    | 3,199,055  |  |        | 3,803,591   |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 3,803,591  
|Warrants
          issued with convertible notes  |           |  |        |            |          |           |        |   |           |   | 2,666,938  |   |             | 84,105    |       |   |             |             |           |           |   |   | 84,105     
|Conversion
          of special warrants          | 1,025,000  |  |        | 1,387,809   |          | (1,025,000 | )      |   | (1,387,809 | ) |           |   |             |          |       |   |             |             |           |           |   |   |           
|Shares
          issued for private placement     | 3,111,111  |  |        | 3,162,042   |          |            |        |   |            |   | 3,111,111  |   |             | 3,699,935 |       |   |             |             |           |           |   |   | 6,861,977  
|Shares
          issued for bank loan             | 4,701,615  |  |        | 13,214,573  |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 13,214,573 
|Shares
          issued for broker fees           | 67,059     |  |        | 89,189      |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 89,189     
|Warrants
          expired during the year        |           |  |        |            |          |           |        |   |           |   | (2,333,334 | ) |             |          |       |   |             |             |           |           |   |   |           
|Equity
          component of convertible notes   |           |  |        |            |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           | 1,557,302  |   |   | 1,557,302  
|Net
          loss for the year                   |           |  |        |            |          |           |        |   |           |   |           |   |             |          |       |   | (42,552,441  | )           |           |           |   |   | (42,552,441
|                                                  |            |  |        |             |          |            |        |   |            |   |            |   |             |           |       |   |              |             |           |            |   |   |            
|Balance at December 31, 2001                      | 79,347,194 |  |        | 165,350,568 |          |           |        |   |           |   | 10,978,272 |   |             | 4,415,546 |       |   | (68,041,960  | )           |           | 1,557,302  |   |   | 103,281,456
|Shares
          issued on exercise of options    | 1,104,500  |  |        | 1,615,650   |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 1,615,650  
|Shares
          issued on conversion of warrants | 2,495,125  |  |        | 6,251,422   |          |           |        |   |           |   | (2,495,125 | ) |             | (572,804  | )     |   |             |             |           |           |   |   | 5,678,618  
|Shares
          issued for management fees       | 42,612     |  |        | 110,955     |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 110,955    
|Shares
          issued for mineral property      | 282,554    |  |        | 873,182     |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 873,182    
|Shares
          issued for bank loan             | 677,711    |  |        | 1,714,609   |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 1,714,609  
|Shares
          issued for finders fee           | 35,430     |  |        | 78,655      |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           |           |   |   | 78,655     
|Shares
          issued on conversion of notes    | 7,737,152  |  |        | 17,353,959  |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           | (1,557,302 | ) |   | 15,796,657 
|Special
          warrants issued for cash        |           |  |        |            |          | 2,252,500  |        |   | 4,557,450  |   |           |   |             |          |       |   |             |             |           |           |   |   | 4,557,450  
|Warrants
          issued with convertible notes  |           |  |        |            |          |           |        |   |           |   | 3,195,023  |   |             | 1,958,793 |       |   |             |             |           |           |   |   | 1,958,793  
|Equity
          component of convertible notes   |           |  |        |            |          |           |        |   |           |   |           |   |             |          |       |   |             |             |           | 3,878,322  |   |   | 3,878,322  
|Net
          loss for the year                   |           |  |        |            |          |           |        |   |           |   |           |   |             |          |       |   | (56,459,812  | )           |           |           |   |   | (56,459,812
|                                                  |            |  |        |             |          |            |        |   |            |   |            |   |             |           |       |   |              |             |           |            |   |   |            
|Balance at December 31, 2002                      | 91,722,278 |  | $      | 193,349,000 |          | 2,252,500  |        | $ | 4,557,450  |   | 11,678,170 |   | $           | 5,801,535 |       | $ | (124,501,772 | )           | $         | 3,878,322  |   | $ | 83,084,535 
|                                                  |            |  |        |             |          |            |        |   |            |   |            |   |             |           |       |   |              |             |           |            |   |   |            

F-7

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CRYSTALLEX
      INTERNATIONAL CORPORATION

NOTES TO THE
      CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2002
  and 2001 (As restated  Note 3)

|1. | NATURE OF OPERATIONS
|-- | --------------------

Crystallex International Corporation
      (Crystallex or the Company) is engaged in the production
      of gold and related activities including exploration, development, mining
      and processing. These activities are conducted primarily in Venezuela and
      Uruguay.


|2. | SIGNIFICANT ACCOUNTING
          POLICIES                                            
|-- | -------------------------------------------------------------------------------------
|   |                                                                                      
|   | Basis of presentation
          and restatements of consolidated financial statements

The consolidated financial statements
      of Crystallex are prepared by management in accordance with accounting
      principles generally accepted in Canada and except as described in Note
      18, conform in all material respects with accounting principles generally
      accepted in the United States.


The Companys consolidated
      financial statements for each of the years in the three-year period ended
      December 31, 2002 have been restated from the amounts previously reported
      to give effect to various adjustments and accounting changes described
      in Note 3.


The principal accounting policies
      followed by the Company, which have been consistently applied in the restated
      financial statements (Note 3), are summarized as follows:


| | Principles of consolidation
| | ---------------------------

These consolidated financial statements
      include the accounts of the Company and its majority-owned subsidiaries.
      All significant inter-company balances and transactions have been eliminated.


| | Translation of foreign
          currencies
| | -------------------------------------------

The accounts of subsidiaries, all
      of which are considered to be integrated foreign operations, are translated
      into Canadian dollars using the temporal method. Under this method, monetary
      assets and liabilities are translated at the year end exchange rates. Non-monetary
      assets and liabilities are translated using historical rates of exchange.
      Revenues and expenses are translated at average rates for the year and
      exchange gains and losses on translation are included in income.


Transactions denominated in foreign
      currencies are translated into Canadian dollars at the exchange rates prevailing
      at transaction dates.


| | Cash and cash equivalents
| | -------------------------

Cash and cash equivalents include
      highly liquid investments with original maturities of three months or less.


| | Marketable securities
| | ---------------------

Marketable securities are carried
      at the lower of cost and market value.


F-8

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CRYSTALLEX
      INTERNATIONAL CORPORATION

NOTES TO THE
      CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2002
  and 2001 (As restated  Note 3)

|2. | SIGNIFICANT ACCOUNTING
          POLICIES (continued)
|-- | -----------------------------------------------------
|   |                                                      
|   | Long-term investment
          securities            

Long-term investment securities
      are carried at cost and written down when there has been an other than
      temporary decline in value. The unrealized loss is recognized in the determination
      of net income.


| | Allowance for doubtful
          accounts
| | -----------------------------------------

The Company establishes an allowance
      for doubtful accounts on a specific account basis. No allowance for doubtful
      accounts was recorded by the Company as at December 31, 2002 and December
      31, 2001.


| | Plant and equipment
| | -------------------

Plant and equipment are recorded
      at cost less accumulated amortization. Amortization of plant and equipment
      used directly in the mining and production of gold is included in operating
      costs. Amortization of plant and equipment used directly on exploration
      projects is included in deferred exploration costs and is charged against
      operations when the related property commences production. Amortization
      is being provided for using the straight-line method over the following
      periods not to exceed the estimated life of mine:


| | Buildings               | 5 years  | 
| | ----------------------- | -------- | 
| | Field vehicles          | 5 years  | 
| | Furniture and equipment | 5 years  | 
| | Mill and plant          | 20 years | 
| | Mining equipment        | 10 years | 

| |                                                                                   
| | ----------------------------------------------------------------------------------
| | Mineral properties
          and deferred exploration and development expenditures

Mineral exploration costs such as
      topographical, geochemical and geophysical studies are capitalized and
      carried at cost until the properties to which they relate are placed into
      production, sold or where management has determined there to be a permanent
      impairment in value. Development costs incurred to access ore bodies identified
      in the current mining plan are expensed as incurred after production has
      commenced. Development costs necessary to extend a mine beyond those areas
      identified in the current mining plan and which are incurred to access
      additional reserves are deferred until the incremental reserves are mined.
      Development costs, including the mineral acquisition and direct mineral
      exploration costs relating to the current mining plan are amortized using
      the units-of-production method over the estimated life of the ore body
      based on proven and probable reserves.


F-9

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CRYSTALLEX INTERNATIONAL CORPORATION

NOTES TO THE
  CONSOLIDATED FINANCIAL STATEMENTS
  December 31, 2002 and 2001 (As restated  Note 3)

|2. | SIGNIFICANT ACCOUNTING POLICIES
    (continued)
|-- | -----------------------------------------------

Property evaluations


The Company reviews and evaluates the recoverability of the carrying amounts of all its producing properties and related plant and equipment annually or when events or changes in circumstances indicate that the carrying amount may not be recoverable. Estimated future net cash flows, on an undiscounted basis, are calculated using estimated recoverable ounces of gold (considering current proven and probable mineral reserves and mineral resources expected to be converted into mineral reserves) estimated future commodity price realization (considering historical and current prices, price trends and related factors) and, operating costs, future capital expenditures, project financing costs, reclamation costs and income taxes. Reductions in the carrying amount of property, plant and equipment, with corresponding charges to earnings, are recorded to the extent that the estimated future undiscounted net cash flows are less than the carrying amount.


Non-producing mineral properties are evaluated for impairment based on managements intentions and are written down when the long-term expectation is that the net carrying amount will not be recovered.


Production inventories


Gold in doré, gold in process and stockpiled ore are stated at the lower of average production cost which includes all direct and indirect costs, including amortization of equipment and facilities, and net realizable value.


Consumables and spare parts inventory are valued at the lower of average and replacement cost.


Income taxes


The Company uses the liability method of accounting for income taxes whereby future income taxes are recognized for the tax consequences of temporary differences by applying statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of certain assets and liabilities.  The Company recognizes a future income tax asset when it appears more likely than not that some or all of the future income tax assets will be realized.


Reclamation costs


The Companys Uruguayan subsidiary records a liability for the estimated future costs to reclaim mined land, such as the rehabilitation and re-vegetation of waste rock areas, the covering up of tailings ponds and the treatment and discharge of residual cyanide solution, and the dismantling of plants, by recording charges to production costs for each tonne of ore mined over the life of the mine. The amount charged is calculated using the units-of-production method based on management's estimation of reclamation costs and the ratio of ore mined to total proven and probable reserves. The accrued liability is reduced as reclamation expenditures are made. The Companys estimate of its ultimate reclamation liability may vary from current estimates due to possible changes in laws and regulations and changes in cost estimates. The Company will accrue additional liabilities for further reclamation costs as and when evidence becomes available indicating that it








ation liability has changed.


The Companys Venezuelan subsidiaries conduct reclamation on an ongoing basis and costs related thereto are expensed as incurred.


F-10

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CRYSTALLEX INTERNATIONAL CORPORATION

NOTES TO THE
  CONSOLIDATED FINANCIAL STATEMENTS
  December 31, 2002 and 2001 (As restated  Note 3)

|2. | SIGNIFICANT ACCOUNTING POLICIES
    (continued)
|-- | -----------------------------------------------
|   |                                                
|

Revenue recognition


Revenue from mining operations is recognized upon shipment of gold, when title has passed to the customer and collection of the sale is reasonably assured.


Deferred financing fees


Costs related to the Companys debt financings are deferred and amortized over the term of the related financing.


Net income (loss) per share


Net income (loss) per share is calculated using the weighted-average number of common shares outstanding during the year and reflects an adjustment for the increase in the equity component of the convertible debentures. Diluted net income per share is calculated using the treasury stock method.


Commodity derivative contracts (Note 3(j))


The Company uses commodity derivative contracts, principally fixed forward contracts and written call options, to economically hedge exposure to fluctuations in the market price of gold.  These instruments are not designated as hedges and are carried on the balance sheets, under the captions deferred credit and deferred charge, at estimated fair market value.


Premiums received at the inception of written call options are initially recognized on the balance sheet as a liability. Gains and losses arising from changes in the fair value of the liability related to both fixed forward contracts and written call options are recognized in the statement of operations in the period of the change as a non-hedge derivative (loss) gain.


Stock-based compensation plan


Effective January 1, 2002, the Company adopted CICA Handbook Section 3870 Stock-Based Compensation and Other Stock-Based Payments, which establishes standards for the recognition, measurement and disclosure of stock-based compensation and other stock-based payments made in exchange for goods and services. Section 3870 sets out a fair value based method of accounting that is required for certain, but not all, stock based transactions. The new standard permits the Company to continue its existing policy whereby no compensation cost is recorded on the grant of stock options to employees.


Handbook Section 3870, however, does require additional disclosures for options granted to employees, including disclosure of pro forma earnings and pro forma earnings per share as if the fair value based accounting method had been used to account for employee stock options.


Under the new standards, direct awards of stock granted to employees are recorded at fair value on the date of grant and the associated expense is amortized over the vesting period.


F-11

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CRYSTALLEX INTERNATIONAL CORPORATION

NOTES TO THE
  CONSOLIDATED FINANCIAL STATEMENTS
  December 31, 2002 and 2001 (As restated  Note 3)

|2. | SIGNIFICANT ACCOUNTING
    POLICIES (continued)
|-- | -----------------------------------------------
|  

Use of estimates


The preparation of financial statements
      in conformity with accounting principles generally accepted in Canada requires
      management to make estimates and assumptions that affect the reported amount
      of assets and liabilities and disclosure of contingent assets and liabilities
      at the date of the consolidated financial statements. Significant estimates
      used herein include those relating to gold prices, recoverable proven and
      probable reserves, available resources, fair values of commodity derivative
      contracts (principally fixed forward contracts and written call options)
      available operating capital and required reclamation costs. Among other
      things, these estimates each affect managements evaluation of asset
      impairment and the recorded balances of inventories, site closure and reclamation
      and remediation obligations. It is reasonably possible that actual results
      could differ in the near term from those and other estimates used in preparing
      these financial statements and such differences could be material.


|3. | RESTATEMENTS
|-- | ------------
|  

In May 2003, the Company issued its consolidated financial statements which included restatements as summarized in paragraphs 3(a) through (i), reflected in the tables below. Subsequent to the issuance of those consolidated financial statements, a further restatement was identified as summarized in paragraph 3(j) below, relating to commodity derivative contracts.


The following tables include for the years presented, the restatements previously reported in the consolidated financial statements issued in May 2003 and the further restatements arising from adjustments to the accounting for commodity derivative contracts.  The effect of the further adjustments on the 2002 figures, as previously reported in the consolidated financial statements issued in May 2003, is summarized in paragraph 3(j) below.


The restatements had the following effect on previously reported deficits:


|                                                  |    | 2002        |   |   | 2001        |   |   | 2000        |   |   | 1999        |  
|------------------------------------------------- | -- | ----------- | - | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                  |    |             |   |   |             |   |   |             |   |   |             |  
|Deficit, end of year,                             |    |             |   |   |             |   |   |             |   |   |             |  
|as originally reported                            | ($ | 105,684,858 | ) | $ | (21,361,808 | ) | $ | (21,430,202 | ) | $ | (24,734,758 | )
|Restatements                                      |    |             |   |   |             |   |   |             |   |   |             |  
|Included in the consolidated financial statements |    |             |   |   |             |   |   |             |   |   |             |  
|previously issued in May 2003:                    |    |             |   |   |             |   |   |             |   |   |             |  
|Write down of plant and equipment (a)             |    |            |   |   | (16,292,449 | ) |   | (7,450,481  | ) |   | (3,954,016  | )
|Write down of mineral properties (b)              |    |            |   |   | (19,746,087 | ) |   |            |   |   |            |  
|Misstatement of expenses (c)                      |    |            |   |   | (102,363    | ) |   | (301,966    | ) |   | (176,599    | )
|Foreign exchange conversion                       |    |             |   |   |             |   |   |             |   |   |             |  
|gain (loss) (d)                                   |    |            |   |   | (2,780,352  | ) |   | 39,581      |   |   |             |  
|Gold loan conversion (e)                          |    |            |   |   | (1,529,364  | ) |   |            |   |   |            |  
|Minority interest (f)                             |    |            |   |   | (704,643    | ) |   |            |   |   |            |  
|Write down of investment (g)                      |    |            |   |   | (2,003,338  | ) |   |            |   |   |            |  
|Reversal of capitalized costs (h)                 |    |            |   |   | (1,188,225  | ) |   |            |   |   |            |  
|Other                                             |    |            |   |   | (204,370    | ) |   | (119,577    | ) |   | 11,185      |  
|Further restatements:                             |    |             |   |   |             |   |   |             |   |   |             |  
|Commodity derivative contracts (j)                |    | (18,816,914 | ) |   | (2,128,961  | ) |   | 3,773,126   |   |   | (1,184,191  | )
|                                                  |    |             |   |   |             |   |   |             |   |   |             |  
|Deficit, end of year, as restated                 | ($ | 124,501,772 | ) | $ | (68,041,960 | ) | $ | (25,489,519 | ) | $ | (30,038,379 | )
|                                                  |    |             |   |   |             |   |   |             |   |   |             |  

F-12

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**CRYSTALLEX
  INTERNATIONAL CORPORATION**

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**December 31, 2002 and 2001 (As restated
   Note 3)

|3.                                                                                                                                     | RESTATEMENTS (continued)
|-------------------------------------------------------------------------------------------------------------------------------------- | ------------------------
|                                                                                                                                       |                         
|The restatements had the
      following effect on assets and liabilities as previously reported as at
    December 31, 2002 and 2001:
|                                                                                                                                       |                         

|                                                                  |   | **Current****Assets** |   |   | **Other****Assets** |   |   | **Current****Liabilities** |  |   | **Other
      Liabilities** |  
|----------------------------------------------------------------- | - | --------------------- | - | - | ------------------- | - | - | -------------------------- |  | - | --------------------------- | -
|                                                                  |  
|                                                                  |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|Balance as at December 31, 2002,as
          originally  reported | $ | 17,286,823            |   | $ | 157,315,585         |   | $ | 30,473,172                 |  | $ | 42,227,787                  |  
|                                                                  |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|Restatements                                                      |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|Commodity
      derivativecontracts
      (j)                     |   |                      |   |   | 7,765,576           |   |   | 6,410,080                  |  |   | 20,172,410                  |  
|                                                                  |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|Balance as at December 31, 2002,                                  |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|as restated                                                       | $ | 17,286,823            |   | $ | 165,081,161         |   | $ | 36,883,252                 |  | $ | 62,400,197                  |  
|                                                                  |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|                                                                  |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|                                                                  |   | **Current****Assets** |   |   | **Other****Assets** |   |   | **Current****Liabilities** |  |   | **Other****Liabilities**    |  
|                                                                  |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|Balance as at December 31, 2001,                                  |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|as originally
      reported                                      | $ | 27,859,341            |   | $ | 170,484,662         |   | $ | 19,926,621                 |  | $ | 34,478,863                  |  
|Restatements                                                      |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|Included in the consolidated financial                            |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|statements
      previously issued                                |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|in
      May 2003                                                 |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|Reduction
      to plant and                                      |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|equipment
      (a)                                               |   |                      |   |   | (16,292,449         | ) |   |                           |  |   |                            |  
|Reduction
      to mineral                                        |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|properties
      (b)                                              |   |                      |   |   | (19,746,087         | ) |   |                           |  |   |                            |  
|Misstatement
      of expenses (c)                                |   |                      |   |   |                    |   |   | 102,363                    |  |   |                            |  
|Foreign
      exchange conversion                                 |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|gain
      (loss) (d)                                             |   | (151,247              | ) |   | 1,934,867           |   |   |                           |  |   | (111,953                    | )
|Gold
      loan conversion (e)                                    |   |                      |   |   |                    |   |   |                           |  |   | 1,529,364                   |  
|Minority
      interest (f)                                       |   |                      |   |   | (8,313,225          | ) |   |                           |  |   | (7,608,582                  | )
|Write
      down of investment (g)                                |   |                      |   |   | (2,003,338          | ) |   |                           |  |   |                            |  
|Reversal
      of capitalized costs (h)                           |   |                      |   |   | (1,188,225          | ) |   |                           |  |   |                            |  
|Equity
      component of convertible                             |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|notes
      (i)                                                   |   |                      |   |   |                    |   |   |                           |  |   | (1,347,164                  | )
|Other                                                             |   |                      |   |   |                    |   |   |                           |  |   | 204,370                     |  
|Further
      restatements:                                       |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|Commodity
      derivative                                        |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|contracts
      (j)                                               |   | 4,234,427             |   |   | 10,161,956          |   |   | 2,651,882                  |  |   | 13,873,462                  |  
|                                                                  |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|Balance as at December 31, 2001,                                  |   |                       |   |   |                     |   |   |                            |  |   |                             |  
|as restated                                                       | $ | 31,942,521            |   | $ | 135,038,161         |   | $ | 22,680,866                 |  | $ | 41,018,360                  |  
|                                                                  |   |                       |   |   |                     |   |   |                            |  |   |                             |  

F-13

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CRYSTALLEX
  INTERNATIONAL CORPORATION

**NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS**December 31, 2002 and 2001 (As
  restated  Note 3)

|3.                                                                                                                                                                                | RESTATEMENTS
        (continued)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------
|                                                                                                                                                                                  |                                 
|The restatements had the following
        effect on net (loss) income and (loss) income per share, as previously
      reported, for the years ended December 31, 2001 and 2000:
|                                                                                                                                                                                 

|                                                        |   | **2001**    |   |   | **2000**   |  
|------------------------------------------------------- | - | ----------- | - | - | ---------- | -
|                                                        |   |             |   |   |            |  
|Net income (loss), as originally
      reported         | $ | 68,394      |   | $ | 3,304,556  |  
|Restatements                                            |   |             |   |   |            |  
|Included in
      the consolidated financial statements |   |             |   |   |            |  
|previously
      issued in May 2003:                    |   |             |   |   |            |  
|Write
      down of plant and equipment (a)             |   | (8,841,968  | ) |   | (3,496,465 | )
|Write
      down of mineral properties (b)              |   | (19,746,087 | ) |   |           |  
|Misstatement
      of expenses (c)                      |   | 199,603     |   |   | (125,367   | )
|Foreign
      exchange conversion                       |   |             |   |   |            |  
|gain(loss)
      (d)                                    |   | (2,819,933  | ) |   | 39,581     |  
|Gold
      loan conversion (e)                          |   | (1,529,364  | ) |   |           |  
|Minority
      interest (f)                             |   | (704,643    | ) |   |           |  
|Write
      down of investment (g)                      |   | (2,003,338  | ) |   |           |  
|Reversal
      of capitalized costs (h)                 |   | (1,188,225  | ) |   |           |  
|Other                                                   |   | (84,793     | ) |   | (130,762   | )
|Further restatements:                                   |   |             |   |   |            |  
|Commodity
      derivative contracts (j)                |   | (5,902,087  | ) |   | 4,957,317  |  
|                                                        |   |             |   |   |            |  
|Net (loss) income, as restated                          | $ | (42,552,441 | ) | $ | 4,548,860  |  
|                                                        |   |             |   |   |            |  
|Net income per share, basic                             |   |             |   |   |            |  
|as originally
      reported                            | $ | 0.00        |   | $ | 0.06       |  
|Per share effect of above noted                         |   |             |   |   |            |  
|restatements
      on net income (loss)                 |   | (0.62       | ) |   | 0.03       |  
|                                                        |   |             |   |   |            |  
|Net (loss) income per share, basic                      |   |             |   |   |            |  
|as restated                                             | $ | (0.62       | ) | $ | 0.09       |  
|                                                        |   |             |   |   |            |  



|Effect of further
      restatement on previously issued 2002 figures:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|As a result of accounting
      for the written call option contracts that were outstanding at the end of
      1999, 2000, and 2001, the non-hedge derivative loss previously reported
      for 2002 was restated to reflect the cumulative mark to market adjustment.
      Furthermore, as a result of the change in accounting for fixed forward contracts,
      for the year ended December 31, 2002 the Company recorded an additional
      restatement to both mining revenue and net income to reflect the settlement
      gains and losses and the required mark to market adjustment for the estimated
      fair values. In summary, the impact of the restatements to the accounting
      for commodity derivative contracts on the previously reported 2002 audited
      consolidated financial statements that have an audited report dated May
      13, 2003 is as follows:

F-14

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CRYSTALLEX
  INTERNATIONAL CORPORATION

**NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS**December 31, 2002 and 2001 (As
  restated  Note 3)

|Deficit, as at December 31, 2002,
      as previously reported |  |   |               |  |   |             |  |   |                    |  | $ | 105,684,858      |  
|-------------------------------------------------------------- |  | - | ------------- |  | - | ----------- |  | - | ------------------ |  | - | ---------------- | -
|Effect of restatement on loss
      for the year               |  |   |               |  |   |             |  |   |                    |  |   | 16,687,953       |  
|Effect of restatement on prior
      year losses               |  |   |               |  |   |             |  |   |                    |  |   | 2,128,961        |  
|                                                               |  |   |               |  |   |             |  |   |                    |  |   |                  |  
|Deficit, as at December 31, 2002,
      as restated            |  |   |               |  |   |             |  |   |                    |  | $ | 124,501,772      |  
|                                                               |  |   |               |  |   |             |  |   |                    |  |   |                  |  
|                                                               |  |   |               |  |   |             |  |   |                    |  |   |                  |  
|Balance sheet adjustments                                      |  |   |               |  |   |             |  |   |                    |  |   |                  |  
|                                                               |  |   | CurrentAssets |  |   | OtherAssets |  |   | CurrentLiabilities |  |   | OtherLiabilities |  
|                                                               |  |   |               |  |   |             |  |   |                    |  |   |                  |  
|Balance at December
      31, 2002,                            |  |   |               |  |   |             |  |   |                    |  |   |                  |  
|as
      previously reported                                   |  | $ | 17,286,823    |  | $ | 157,315,585 |  | $ | 30,473,172         |  | $ | 42,227,787       |  
|Restatements                                                   |  |   |              |  |   | 7,765,576   |  |   | 6,410,080          |  |   | 20,172,410       |  
|                                                               |  |   |               |  |   |             |  |   |                    |  |   |                  |  
|Balance at December
      31, 2002,                            |  |   |               |  |   |             |  |   |                    |  |   |                  |  
|as
      restated                                              |  | $ | 17,286,823    |  | $ | 165,081,161 |  | $ | 36,883,252         |  | $ | 62,400,197       |  
|                                                               |  |   |               |  |   |             |  |   |                    |  |   |                  |  
|                                                               |  |   |               |  |   |             |  |   |                    |  |   |                  |  
|Loss for the year and
      loss per share                     |  |   |               |  |   |             |  |   |                    |  |   |                  |  
|Net loss for 2002, as previously
      reported                |  |   |               |  |   |             |  |   |                    |  | $ | (39,771,859      | )
|Restatement of non-hedge derivative
      loss                 |  |   |               |  |   |             |  |   |                    |  |   | (17,728,125      | )
|Restatement
      of mining revenue                            |  |   |               |  |   |             |  |   |                    |  |   | 1,040,172        |  
|                                                               |  |   |               |  |   |             |  |   |                    |  |   |                  |  
|Net loss for
      2002, as restated                           |  |   |               |  |   |             |  |   |                    |  | $ | (56,459,812      | )
|                                                               |  |   |               |  |   |             |  |   |                    |  |   |                  |  
|                                                               |  |   |               |  |   |             |  |   |                    |  |   |                  |  
|Net loss per share, as previously
      reported               |  |   |               |  |   |             |  |   |                    |  | $ | (0.47            | )
|Per share effect
      of restatements                         |  |   |               |  |   |             |  |   |                    |  |   | (0.20            | )
|                                                               |  |   |               |  |   |             |  |   |                    |  |   |                  |  
|Net loss per
      share, as restated                          |  |   |               |  |   |             |  |   |                    |  | $ | (0.67            | )
|                                                               |  |   |               |  |   |             |  |   |                    |  |   |                  |  



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (a) | Write down of plant and
      equipment
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | ---------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|The Companys Uruguay mill
      assets had previously been amortized over a 20-year period and its mine
      equipment had been amortized over a 10-year period. These amortization periods
      exceeded life of mine estimates at the date of acquisition in 1998, estimated
      at 5 to 7 years. Accordingly, amortization expense of these assets has been
      increased by $3,586,279 and $3,496,465 for the years ended December 31,
      2001 and 2000, respectively, and by $3,954,016 for fiscal years 1999 and
    1998 through a cumulative adjustment of the deficit as at December 31, 1999.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |     |                                        
|Management further concluded that
      the carrying values of its Venezuelan Albino project plant and equipment
      assets were overstated based upon a recoverability analysis, using assumptions
      and information existing at December 31, 2001, including information that
      certain tools, equipment and supplies would have to be purchased because
      of vandalism and theft. Accordingly, management has retroactively written
      down these assets by $5,255,689 to record the impairment in 2001.                                                                                     

F-15

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CRYSTALLEX
  INTERNATIONAL CORPORATION

NOTES TO THE
  CONSOLIDATED FINANCIAL STATEMENTS December 31, 2002
  and 2001 (As restated  Note 3)

|3. | RESTATEMENTS
      (continued)
|-- | ------------------------------
|   |                               

| | (b) | Write down of mineral
      properties
| | --- | --------------------------------------

As a result of detailed
  formal life of mine analyses for each of the Companys mineral properties,
  management concluded that the undiscounted cash flows from ongoing operations
  at the Companys Venezuelan Albino and Tomi Properties, determined using
  assumptions and information existing at December 31, 2001, were insufficient
  to support the recovery of the respective carrying values. Accordingly, management
  retroactively reduced the December 31, 2001 carrying values of the two mineral
  properties by $13,337,942 and $6,408,145, respectively, with a corresponding
  charge to operations in 2001 to reflect the year in which impairment should
  have been recognized.


| | (c) | Misstatement of expenses
| | --- | ------------------------

Management determined
    that certain expenditures incurred by the Company had not been reflected within
    the financial statements in the year in which the underlying transaction occurred.
    Accordingly, general and administrative expenses have been reduced by $199,603
    and increased by $125,367 for the years ended December 31, 2001 and 2000,
    respectively and increased by $176,599 for the fiscal years 1999 and prior
    through adjustment of the deficit as at December 31, 1999.


| | (d) | Foreign exchange conversion
      gain (loss)
| | --- | ---------------------------------------------

Upon review of the Companys
  foreign subsidiaries management confirmed that each of the Companys majority
  owned subsidiaries were fully integrated foreign operations with their parent
  throughout the reporting period. Accordingly, from the date of acquisition,
  each of these subsidiaries should be translated into Canadian dollars using
  the temporal method. In the prior years the Company had accounted for its Minera
  San Gregorio S.A. (Stel BVI Inc.) and Bolivar Goldfields A.V.V. subsidiaries
  as being self-sustaining operations. Accordingly, the total adjustment required
  to reflect the appropriate foreign exchange translation, since their respective
  acquisitions, was to reduce and eliminate the previously recorded Cumulative
  Translation Account by $4,675,924 and $344,513 as at December 31, 2001 and 2000,
  respectively. This restatement reduced net income by $2,819,933 in fiscal 2001
  and increased net income by $39,581 in fiscal 2000.


| | (e) | Gold loan conversion
| | --- | --------------------

During fiscal 2001,
    the Company converted its gold loan into a cash loan. Upon settlement, management
    recorded a gain in excess of the amount that should have been recorded. Accordingly,
    at December 31, 2001, management increased the long-term debt payable and
    reduced the conversion gain previously recorded by $1,529,364, respectively.


F-16

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CRYSTALLEX
  INTERNATIONAL CORPORATION

NOTES TO THE
  CONSOLIDATED FINANCIAL STATEMENTS December 31, 2002 and 2001 (As
  restated  Note 3)

|3. | RESTATEMENTS
      (continued)
|-- | ------------------------------
|   |                               

| | (f) | Minority
      interest
| | --- | -----------------------

During fiscal 2001, upon the acquisition
  of the 79.4% interest in El Callao (see Note 6), the Company recorded the acquisition
  using the purchase accounting method. Upon review, management has revised its
  purchase equation, which resulted in a reduction in the fair value assigned
  to both the plant and equipment acquired and the minority interest share therein
  by $8,738,994, respectively.


As a result of the inappropriate value
  being assigned to plant and equipment, the depletion expense charged to the
  statement of operations was overstated. Accordingly, depletion expense has been
  reduced by $425,769 for the year ended December 31, 2001.


Furthermore, as the original purchase
  equation assigned an overstated net asset value to the minority shareholders
  interest, the Company subsequently overstated the amount of the minority shareholders
  share of the post acquisition net loss incurred by El Callao in 2001. Accordingly,
  at December 31, 2001 an adjustment of $1,130,412 was recorded to correct the
  minority interests share of the loss.


| | (g) | Write
      down of investment
| | --- | ------------------------------

As discussed in Note 5, during 2001
  management determined that the decline in the market value of the shares in
  a long-term investment to be other than temporary. Although the market value
  declined below the carrying value of the investment, management did not reflect
  this other than temporary impairment in its previously issued 2001 consolidated
  financial statements. Accordingly, management retroactively recorded an impairment
  loss of $2,003,338 in 2001.


| | (h) | Reversal
      of capitalized costs
| | --- | -----------------------------------

During fiscal 2001 the Company capitalized
  amounts to mineral properties that should have been charged to the statement
  of operations. Accordingly, as at December 31, 2001 mineral properties has been
  reduced by $1,188,225 while general and administrative expenses for the fiscal
  2001 year have been increased by an equal amount.


| | (i) | Equity
      component of convertible notes
| | --- | -------------------------------------------

Upon issuance of convertible notes,
  the net proceeds received are allocated between the liability and equity components
  of the notes. As at December 31, 2001, the equity component of the convertible
  notes has been increased by $1,347,163, and long-term debt has been decreased
  by an equal amount, as a result of a recalculation of these components.


F-17

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CRYSTALLEX
  INTERNATIONAL CORPORATION

NOTES TO THE
  CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2002
  and 2001 (As restated  Note 3)

|3. | RESTATEMENTS
      (continued)
|-- | ------------------------------
|   |                               

| | (j) | Commodity
      derivative contracts
| | --- | ------------------------------------

Written call options


Upon re-examination of the accounting
    for the Companys written call options, management determined that call
    option contracts outstanding at the end of 1999, 2000 and 2001 had not been
    properly accounted for and as a result the Company had reflected premiums
    received in income on the date of receipt and had not reflected the amount
    of the related mark to market adjustments for changes in estimated fair values
    within the consolidated financial statements. Accordingly, management has
    reclassified premiums received, previously reported in revenue, as a liability
    (deferred credit) on the balance sheet and has recorded the mark to market
    adjustments to the recorded liabilities for options outstanding at the end
    of each year. The change in fair value of the liability has been recorded
    as a non-hedge derivative (loss) gain.


Fixed forward contracts


Previously the Company had treated
    fixed forward contracts as transactions qualifying as hedges for accounting
    purposes and had recorded the contracts off balance sheet until the settlement
    date at which time the contract settlement amount was recorded in mining revenue.
    Upon reexamination, it has been determined that certain transactions with
    the counterparty had modified the fixed forward contracts prior to their maturity
    resulting in a reassessment of hedge designation and effectiveness. Consequently,
    the Company has redesignated its forward contracts as trading activity and
    accordingly has recorded the estimated fair values of these contracts on the
    balance sheets and related mark to market restatements for changes in estimated
    fair values in the statements of operations as non-hedge derivative (loss)
    gain. Mining revenue has also been restated to reclassify settlement gains
    and losses on fixed forward contracts as non-hedge gains or losses.


As a result, net income for the year ended December 31, 2001 has been reduced by $5,902,087 and net income for the year ended December 31, 2000 has been increased by $4,957,317, relating to the restatement for written call option premiums and the impact on previously reported mark to market adjustments. Furthermore, mining revenue for the years ended December 31, 2001 and 2000 have been restated to reflect the reclassification of settlement gains and losses on fixed forward contracts as non-hedge derivative (loss) gain.  These restatements also result in an increase in the current and long-term deferred credit and the recording of a current and long-term deferred charge as at December 31, 2001 of $2,651,882, $13,873,462, $4,234,427 and $10,161,956, respectively.


F-18

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CRYSTALLEX INTERNATIONAL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDecember
31, 2002 and 2001 (As restated  Note 3)



|4. | PRODUCTION INVENTORIES
|-- | ----------------------

|                            |   |           |  |   |           | 
|--------------------------- | - | --------- |  | - | --------- | 
|                            |   | 2002      |  |   | 2001      | 
|                            |   |           |  |   |           | 
|Gold in doré                | $ | 870,186   |  | $ | 488,424   | 
|Gold in process             |   | 663,882   |  |   | 2,748,214 | 
|Stockpiled ore              |   | 141,117   |  |   | 977,110   | 
|Consumables and spare parts |   | 6,869,735 |  |   | 4,703,556 | 
|                            |   |           |  |   |           | 
|                            | $ | 8,544,920 |  | $ | 8,917,304 | 
|                            |   |           |  |   |           | 
|                            |   |           |  |   |           | 

|5. | INVESTMENTS
|-- | -----------

The Company has acquired the
      common shares of several publicly listed companies. The quoted market value
      of those companies which are classified by management as short-term marketable
      securities, at December 31, 2002 is $107,658 (2001  $270,888).


The Company has also acquired the common shares
of a publicly listed company, with the intention of holding these shares as a
long-term investment; however, management deemed the decline in the market value
of these shares to be other than temporary. Accordingly, management recorded
a 2001 other than temporary impairment loss of $2,003,338 (Note 3(g)). The quoted
market value of the long-term investment at December 31, 2002 is $816,000 (2001  $640,000).


|6. | ACQUISITIONS
|-- | ------------

Fiscal 2002There were no business acquisitions during fiscal 2002.Fiscal 2001


Effective February 27, 2001, the Company acquired
79.4% of the outstanding share capital of El Callao Mining Corp (ECM) by way of a share for share public offering take-over bid: 44.9% of the ECM shares being shares held by Bema Gold Corporation (Bema).
The Company also acquired from Bema for cash and shares, certain assets related
to ECM. ECM, through its subsidiaries, is involved in mining activities and the
exploration and development of mineral properties.


The acquisition has been accounted for using the purchase method, and can be summarized as follows:


|Cash and cash equivalents                              | $ | 15,061     |  
|------------------------------------------------------ | - | ---------- | -
|Accounts receivable and other assets                   |   | 491,338    |  
|Note receivable                                        |   | 2,240,780  |  
|Property, plant and equipment                          |   | 13,185,945 |  
|Accounts payable and accrued liabilities               |   | (648,712   | )
|Minority interest                                      |   | (170,431   | )
|                                                       |   |            |  
|Consideration paid                                     | $ | 15,113,981 |  
|                                                       |   |            |  
|Consideration paid consisted of:                       |   |            |  
|Cash paid                                              | $ | 9,638,770  |  
|Common shares of the Company (3,987,535 common shares) |   | 5,150,520  |  
|Acquisition costs                                      |   | 324,691    |  
|                                                       |   |            |  
|                                                       | $ | 15,113,981 |  
|                                                       |   |            |  



The agreement with Bema also provides for a 1% net smelter return royalty which will be expensed against future gold production revenue.

F-19


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CRYSTALLEX
        INTERNATIONAL CORPORATION
NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2002 and 2001 (As restated  Note 3)
6.
    ACQUISITIONS
    (continued)Fiscal 2000
Effective July 27, 2000, the Company acquired 100% of the outstanding share capital of Bolivar Goldfields, A.V.V. That company, through its subsidiaries, is involved in mining activities and the exploration and development of mineral properties.
The acquisition has been accounted for using the purchase method, and can be summarized as follows:
Cash and cash equivalents
   $
   266,520Accounts receivable and other assets
   
   775,504Production and supplies inventories
   
   1,139,000Property, plant and equipment
   
   36,046,792Accounts payable and accrued liabilities
   
   (8,863,887
   )Long-term debt
   
   (18,847,225
   )Minority interest
   
   (142,862
   )Consideration paid
   $
   10,373,842Consideration paid consisted of:Cash paid
   $
   7,745,725Common shares of the Company (1,268,749 common shares)
   
   2,345,631Acquisition costs
   
   282,486$
   10,373,8427.
    PROPERTY, PLANT
    AND EQUIPMENTThe components of property, plant and equipment at December 31, are as follows:
2002Cost,
              Net
      of
      Write
    downs
    
    
    Accumulated
      Amortization
      and
      
    Depletion
    
    
    Net
              Book
    ValuePlant and equipment
    $
    62,619,774
    
    $
    36,751,308
    
    $
    25,868,466Mineral properties
    
    124,752,565
    
    
    5,082,643
    
    
    119,669,922Deferred exploration anddevelopment
          expenditures
    
    10,232,150
    
    
    1,466,708
    
    
    8,765,442$
    197,604,489
    
    $
    43,300,659
    
    $
    154,303,830F-20


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CRYSTALLEX
        INTERNATIONAL CORPORATION
NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTSDecember
31, 2002 and 2001 (As restated  Note 3)

7.
    PROPERTY, PLANT AND EQUIPMENT
            (continued)2001Cost,
              Net
        of
        Write
                downs
    
    
    (Restated  Note
              3)Accumulated
        Amortization
        and
        
        Depletion
    
    
    Net
              Book
        ValuePlant and equipment
    $
    58,062,057
    
    $
    26,813,220
    
    $
    31,248,837Mineral properties
    
    87,593,791
    
    
    3,861,478
    
    
    83,732,313Deferred exploration anddevelopment
          expenditures
    
    8,234,094
    
    
    554,909
    
    
    7,679,185$
    153,889,942
    
    $
    31,229,607
    
    $
    122,660,335Plant and equipment and deferred
      exploration
and development expenditures include the Companys San Gregorio Mining concession
acquired in October 1998. The Uruguayan Government mining agency granted the
Company exploitation rights over the concession for 15 years subject to a net
profit royalty.
Costs of mineral properties represent acquisition costs, net of write-downs, related to the following:
2002
   
   
   2001(RestateNote
         3)Albino 1 Concession
   $
   7,338,381
   
   $
   7,338,381Bolivar Goldfields Properties
   
   15,699,956
   
   
   15,699,956Cristinas Concessions
   
   78,819,620
   
   
   41,453,364El Callao Properties
   
   19,478,031
   
   
   18,427,419Mineiro Concession
   
   
   
   
   724,548Santa Elena, San Miguel and Carabobo Concessions
   
   3,416,577
   
   
   3,431,837Knob Hill Property
   
   
   
   
   518,286124,752,565
   
   
   87,593,791Less: Accumulated depletion
   
   (5,082,643
   )
   
   (3,861,478
   )$
   119,669,922
   
   $
   83,732,313Deferred exploration and development expenditures are not re-characterized as costs of mineral properties once production has commenced.
Albino 1 Concession
By agreement with Albino Bonucci, dated December
23, 1992, the Company, through its subsidiaries, acquired a 100% interest in
the Albino 1 concession in Bolivar State, Venezuela. A 1% Net Smelter Return
Royalty is payable to the Venezuelan Ministry of Energy and Mines (MEM)
from the proceeds of gold production. This property was written down by $13.3
million in fiscal 2001 (Note 3(b)).
F-21


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CRYSTALLEX
  INTERNATIONAL CORPORATION
NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS 
  December 31, 2002 and 2001 (As restated  Note 3)
7.
    PROPERTY, PLANT
      AND EQUIPMENT (continued)Bolivar Goldfields
    PropertiesDuring 2000, the Company acquired all of
    the outstanding share capital of Bolivar Goldfields A.V.V. This acquisition
    includes the Tomi concession, Revemin mill and exploration lands in Venezuela.
    The exploration lands include the Dividival I and II, the Belen II, and the
    Marwani 1,2,5,6,7,9, and 11 concessions in the El Callao greenstone belt
    in Venezuela.
The Company has not yet submitted
  feasibility studies for the Marwani 1,2,5,6,7,9, and 11 concessions but has
  requested extensions of time for their presentation. If the extension is not
  granted the concession rights to Marwani property could be revoked. The Company
  believes the extensions will be granted as it is common practice to grant such
  extensions; however, there is no assurance of this.

Cristinas ConcessionsIn November 2001, the Corporacion
  Venezolana de Guayana (CVG) terminated the contract with a third
  party for the exploitation of the Las Cristinas deposits. In March 2002, the
  Venezuelan Ministry of Energy and Mines (MEM) passed a resolution
  repossessing the Cristinas Concessions on behalf of the Republic of Venezuela
  which in turn declared the underlying deposits reserved for the Republic of
  Venezuela and authorized the MEM to contract the direct exploitation of the
  area to the CVG. Subsequently, the MEM and the CVG entered into an agreement
  for the development of the deposits, authorizing the CVG to enter into a mine
  operating contract with a third party.
On September 17, 2002, the Company
  entered into a mining agreement (the Agreement) with the CVG, acting
  under the authority of the MEM, pursuant to Venezuelan mining law, under which
  the Company has been granted the exclusive right to explore, develop and exploit
  the Las Cristinas 4,5,6 and 7 gold deposits including the commercialization
  and sale of gold. This Agreement provides to the Company the full right to develop
  and exploit the Cristinas deposits and, as a result of entering into the Agreement,
  the Company has discontinued previous legal proceedings to confirm its title
  rights to the Cristinas 4 and 6 concessions.
The aggregate cost incurred by the
  Company to December 31, 2002 to obtain the right to exploit the area is $78,819,620,
  represented by $60,140,958 of payments in cash and $18,678,662 made through
  the issuance of common shares of the Company. Costs are comprised of property
  payment and finders fees of $46,743,852 ($32,280,068 cash, $14,463,784
  through shares) and professional fees of $32,075,768 ($27,860,890 cash, $4,214,878
  through shares). Share issuances are valued at the prior 5 day weighted average
  trading price for the common shares on the American Stock Exchange. The preceding
  amounts include payments to related parties (Note 11) of $13,144,974 during
  the year ended December 31, 2002 ($3,129,283 during the year ended December
  31, 2001; $2,753,031 in 2000) and travel and administrative costs of $409,489
  during the year ended December 31, 2002 (2001  $325,728; 2000 - $203,179).
F-22

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CRYSTALLEX
  INTERNATIONAL CORPORATION
NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS 
  December 31, 2002 and 2001 (As restated  Note 3)
7.
    PROPERTY, PLANT
      AND EQUIPMENT (continued)El Callao PropertiesBy an agreement with Bema dated September 12,
  2000 and concurrently with the completion of the February 27, 2001 acquisition
  of ECM (Note 6), the Company acquired 79.4% of the outstanding shares of ECM
  and, from Bema, certain assets related to ECM. As a result of the acquisition,
  the Company now controls the Lo Increible project in Venezuela comprised of
  the following:
Central PropertySubsequent to the acquisition of ECM
  by the Company, ECM, through its wholly owned subsidiary, ECM Venco Ltd., and
  Corporacion Vengroup S.A. (Vengroup), the owner of the remaining
  49% interest in the El Callao properties, agreed to waive certain obligations
  with respect to the development of the La Victoria concession in the Central
  Property, including the requirement of a first feasibility study in order to
  allow the Company to commence production. As consideration, the Company agreed
  to pay the last two payments related to the La Victoria concessions (US$2,150,000)
  under the terms of the original purchase agreement for the El Callao properties.
ECM has the right to acquire up to
  an additional 9% interest in the Central Property by making payments to Vengroup
  equivalent to the net present value of a 9% interest in the evaluated deposit
  and up to an additional 10% interest by making payments to Vengroup equivalent
  to a 3% net smelter return royalty.
Surrounding
      GroundThe mining rights to the Surrounding
  Ground, held by a 70% owned indirect subsidiary of ECM, required ECM to make
  an initial payment of US$500,000 (US$250,000 of which has been paid to date)
  and fund minimum exploration expenditures of US$3,000,000 over five years from
  the time certain environmental permits are granted.
As at December 31, 2002, ECM has expended
  US$1,026,522 (December 31, 2001 - US$1,019,784) towards the exploration commitment
  but is still awaiting the receipt of certain environmental permits in order
  to further its exploration activities on the Surrounding Ground.
Mineiro ConcessionBy an agreement dated March 11, 1997,
  the Company, through its interest in Diamond Company Ltda, acquired a 65% interest
  on the Mineiro concession, consisting of 9,600 hectares in Amapa State, Brazil.
  The carrying value of this property was written off in fiscal 2002.
Santa Elena,
    San Miguel and Carabobo ConcessionsThe Company entered into a joint venture
  agreement with Associacion Cooperative Minera del Sur R.L. (ACOMISUR),
  a mining cooperative, regarding the Santa Elena, San Miguel and Carabobo properties,
  all located in Bolivar State, Venezuela. Under this agreement, the Companys
  Venezuelan subsidiary will own 80% of the joint venture and ACOMISUR will own
  20%, with the Companys subsidiary being the operator. The proven and probable
  reserves of the properties have not yet been determined.
F-23

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CRYSTALLEX
  INTERNATIONAL CORPORATION
NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS 
  December 31, 2002 and 2001 (As restated  Note 3)
7.
    PROPERTY, PLANT
      AND EQUIPMENT (continued)Knob Hill PropertyCrystallex has not performed
  any mining activities on the Knob Hill property, located in British Columbia,
  Canada. During fiscal 2002, management concluded that the long-term expectation
  was that the net carrying value would not be recovered and accordingly the related
  capitalized costs were written-off.
8.
    DEFERRED
      FINANCING FEESDeferred financing fees of
  $2,162,868, net of accumulated amortization of $312,647, (December 31, 2001
  - $1,269,652, net of accumulated amortization of $396,587) relate to costs incurred
  in the issuance of the convertible notes and for a non-recourse credit facility.
9.
    LONG-TERM
      DEBT2002
    
    
    2001Bank loans
    $
    16,916,484
    
    $
    17,820,718Convertible notes
    
    17,140,049
    
    
    9,705,833Loan payable
    
    
    
    
    300,00034,056,533
    
    
    27,826,551Less: Current portion
      of long-term debt
    
    (7,850,256
    )
    
    (2,609,559
    )$
    26,206,277
    
    $
    25,216,992Bank loansOn October 12, 2001 an amended and
  restated loan agreement was signed between the Companys subsidiary, Minera
  San Gregorio S.A., and the Standard Bank London Limited. The loan, in the amount
  of $3,942,978, which matures on October 15, 2004, is secured by a guarantee
  of the Company, and bears interest at the LIBOR rate plus 2% per annum. The
  loan agreement also restricts the Companys ability to enter into agreements
  relating to the sale or purchase of gold.
  On August 10, 2000, the Company, together
  with its subsidiary Mineras Bonanza C.A., entered into a credit agreement with
  the Standard Bank London Limited. The loan, which was subsequently amended by
  a First Amendment to the Credit Agreement in the amount of $12,973,506, matures
  on January 15, 2006, is secured by charges against the Venezuelan mining properties
  of the Company (save and except the Lo Increible properties), a charge against
  the Companys Revemin mill and a pledge of the securities of certain of
  the Companys subsidiaries, and bears interest at the LIBOR rate plus 2.5%
  per annum. The credit agreement also imposes restrictions on the Companys
  ability to enter into metal trading agreements.
F-24  Back to Contents


CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2002 and 2001 (As
restated  Note 3)
9.
    LONG-TERM DEBT (continued)Convertible notes
The Company has issued convertible notes under various note indentures. Upon issuance of the notes, the net proceeds received were allocated between the liability and equity components of the notes. The liability component represents the present value of the notes discounted using the interest rate that would have been applicable to non-convertible debt. The equity component represents the present value of the interest payments, which the Company can settle through the issuance of cash or shares, discounted at the same rate as the liability component. The holders of the notes have the right to convert the principal of the debt into common shares. Over the term of the notes the liability and the interest components are accreted to their face value. As at December 31, 2002, the Company has the following convertible notes still outstanding:
Notes with an aggregate principal amount of US$11,200,000 which mature on September 25, 2005, bear interest at 4% per annum and are convertible into common shares of the Company at the option the holder.  The agreed upon conversion price of the notes is equal to the lower of US$2.25 per common share or 95% of the current market price of the common shares on the date immediately prior to the conversion.
A note with a principal amount of US$2,200,000 which matures on September 30, 2003, bears interest at 5% per annum and is convertible into common shares of the Company at the option of the holder. The agreed upon conversion price of the notes is equal 95% of the current market price of the common shares on the date of the conversion.
Loan payable
The loan payable was repayable on demand and bore interest at the banks prime lending rate plus 1% per annum. During 2002, the remaining balance of this loan was repaid.
10.
    SHARE
    CAPITAL2002
   
   2001AuthorizedUnlimited common shares, without par valueUnlimited Class A preference shares, no par valueUnlimited Class B preference shares, no par valueIssued91,722,278 common shares (2001 - 79,347,194)
   $
   193,349,000
   
   $
   165,350,568F-25

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CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDecember
31, 2002 and 2001 (As restated  Note 3)
10.
    SHARE CAPITAL (continued)Warrants
As at December 31, 2002, warrants were outstanding enabling the holders to acquire common shares as follows:
WeightedAverageRemainingNumber
   ContractualRange of Exercise Price
   of Shares
   Life (Years)$1.72 to $2.60
   
   727,500
   
   1.40$2.61 to $3.87
   
   6,351,376
   
   1.40$3.88 to $4.48
   
   4,599,294
   
   1.88Stock options
The Company has a stock option plan
    that provides for the granting of options to executive officers, directors,
    employees and service providers of the Company. Under the stock option plan,
    the exercise price of each option equals the closing price of the Companys
    stock on the trading day immediately preceding the date of the grant. Stock
    options granted to service providers and employees, executive officers, and
    directors have a life of two, five and ten years, respectively. Unless otherwise
    stated, all stock options granted vest immediately.
The following table is a summary of the status of stock options outstanding at December 31, 2002:
Outstanding and Exercisable OptionsWeightedAverage
   WeightedRemaining
   AverageRange of
   Number
   Contractual
   ExerciseExercise Price
   of Shares
   Life (Years)
   Price$0.85 to $1.00
   1,742,500
   
   4.64
   
   $
   0.97$1.41 to $1.75
   1,521,000
   
   6.55
   
   $
   1.54$2.00 to $2.65
   3,689,000
   
   7.63
   
   $
   2.226,952,500F-26

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CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDecember
31, 2002 and 2001 (As restated  Note 3)
10.
    SHARE CAPITAL (continued)A summary of the status of the stock option plan as at December 31, 2002, 2001 and 2000 and changes during each year ended on those dates follows:
2002
   
   2001
   
   2000Weighted
   
   
   Weighted
   
   
   WeightedAverage
   Average
   AverageNumber
   Exercise
   Number
   Exercise
   Number
   Exerciseof Shares
   Price
   of Shares
   Price
   of Shares
   PriceOutstanding and exercisable,beginning of year
   
   7,707,000
   
   $
   1.70
   
   
   6,315,292
   
   $
   1.52
   
   
   6,475,500
   
   $
   1.15Granted
   
   350,000
   
   
   2.28
   
   
   1,815,000
   
   
   2.24
   
   
   2,077,500
   
   
   2.13Exercised
   
   (1,104,500
   )
   
   1.46
   
   
   (340,000
   )
   
   1.38
   
   
   (2,112,708
   )
   
   1.03Cancelled
   
   
   
   
   
   
   
   (83,292
   )
   
   1.40
   
   
   (125,000
   )
   
   2.99Outstanding and exercisable,end of year
   
   6,952,500
   
   $
   1.76
   
   
   7,707,000
   
   $
   1.70
   
   
   6,315,292
   
   $
   1.52Weighted average fairvalue of options grantedduring the year
   $
   1.16
   
   
   
   
   $
   1.17
   
   
   
   
   $
   1.21Supplemental information for stock-based compensation
Effective January 1, 2002, in accordance with CICA Handbook Section 3870 Stock-Based Compensation and Other Stock-Based Payments, pro forma information regarding net loss and net loss per share is to be determined as if the Company had accounted for its employees stock options under the fair value method. The fair value for these options was estimated at the date of grant date using a Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 4.22%, dividend yield of nil, volatility factor of 75%, and a weighted-average expected life of the options of 3.75 years.  The weighted average fair value per share of options granted during 2002 was $1.16.
The following table presents the net loss and net loss per share for the year ended December 31, 2002 had the Company recorded stock options as compensation expense on the date of grant, which corresponds to the date on which the options automatically vest.
Net loss (Restated  Note
       3)
   $
   (56,459,812
   )Compensation expense under Section 3870
   
   (404,979
   )Pro forma net loss
   $
   (56,864,791
   )Pro forma basic loss per share
   $
   (0.67
   )F-27


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CRYSTALLEX
INTERNATIONAL CORPORATION
NOTES TO
      THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001 (As restated  Note 3)
10.
    SHARE CAPITAL (continued)Private placementsOn July 10, 2000, the Company issued
    1,025,000 special stock-warrant units under a private placement financing
    at a price of $2.00 for aggregate net proceeds of $1,955,644, net of issuance
    expenses of $94,356. Each unit consisted of one common share warrant, and
    one common share special purchase warrant. Each common share special purchase
    warrant entitled the holder to acquire from the Company, for a period of
    two years, at a price of $2.75 per warrant, one additional common share.
    In 2001, each of the common share warrants was converted into the equivalent
    number of 1,025,000 common shares, and in 2002 each of the common share special
    purchase warrants were exercised. Of the original proceeds, $567,835 was
    allocated to the related warrants and was presented as contributed surplus;
  subsequently reclassified to share capital on the exercise of the warrants.
On December 24, 2001, the Company issued 3,111,111 stock-warrant units under
a private placement financing at a price of $2.25 for aggregate net proceeds
of $6,861,977, net of issuance expenses of $138,023. Each unit consists of one
common share, and one common share purchase warrant. Each common share purchase
warrant entitles the holder to acquire from the Company, for a period of two
years, at a price of $3.00 per warrant, one additional common share. To date,
none of the common share purchase warrants have been exercised. Of the original
proceeds, $3,699,935 was allocated to the related warrants and was presented
as contributed surplus.
On October 8, 2002, the Company issued 52,500 special warrants under a private
placement financing at a price of $3.02 for aggregate net proceeds of $158,550.
Each special warrants entitles the holder to acquire, without payment of any
additional consideration, one common share in the capital of the Company.
On November 26, 2002, the Company issued 2,200,000 special warrants under a private
placement financing at a price of $2.15 for aggregate net proceeds of $4,398,900,
net of issuance expenses of $331,100. Each special warrants entitles the holder
to acquire, without payment of any additional consideration, one common share
in the capital of the Company.
F-28


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CRYSTALLEX
      INTERNATIONAL CORPORATION
NOTES TO
      THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001 (As restated  Note 3)

10.
    SHARE CAPITAL (continued)Earnings(loss)
            per common shareThe following table outlines the calculation of basic and diluted earnings (loss)
per common share:
2002
   
   2001
   
   2000(Restated  Note 3)
   
   (Restated  Note 3)
   
   (Restated  Note 3)Numerator for basic and diluted net (loss)income per common share:Net (loss) income attributable tocommon shareholders
   (56,459,812
   )
   (42,552,441
   )
   4,548,860Denominator for basic net income percommon share - weighted averagenumber of outstanding shares
   84,441,287
   
   69,117,738
   
   52,965,842Effective of dilutive stock options
   
   
   
   
   2,309,253Effective of dilutive warrants
   
   
   
   
   989,329Denominator for dilutive net (loss) income percommon share - adjusted weighted averagenumber of outstanding shares
   84,441,287
   
   69,117,738
   
   56,264,424Shareholder Rights
Plan
Effective March 10, 1997 (the Record
    Date), the Company adopted a shareholder rights plan (the Plan).
    The rights issued under the Plan will expire at the close of the Companys
    annual meeting in 2007 (the Expiration Time), unless earlier
    redeemed or exchanged by the Company and subject to shareholder re-ratification
    of the Plan by the shareholders at the Companys annual meeting to be
    held in 2003.
Pursuant to the Plan, the Board of Directors declared a distribution of
one right (a Right) for each outstanding Common Share of the Company
to shareholders of record at the close of business on the Record Date and authorized
the issuance of one Right for each Common Share issued after the Record Date
and prior to the Separation Time (described below) and the Expiration Time. The
Rights will separate from the Common Shares at the time (the Separation
Time) which is the close of business on the eighth trading day (or such
later day as determined by the Board of Directors) after the public announcement
of the acquisition of, or intention to acquire, beneficial ownership of 20% of
the Common Shares of the Company by any person other than in accordance with
the terms of the Plan.
In order to constitute a Permitted Bid, an offer must be made in
compliance with the Plan and must be made to all shareholders (other than the
offeror), must be open for at least 60 days and be accepted by shareholders holding
more than 50% of the outstanding voting shares and, if so accepted, must be extended
for a further 10 business day period.
F-29


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CRYSTALLEX
      INTERNATIONAL CORPORATION
NOTES TO
      THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001 (As restated  Note 3)

11.
    RELATED PARTY TRANSACTIONSDuring the year, the Company entered into
    the following transactions with related parties:
a)
    Paid mineral property acquisition
        costs and expenses of $38,455,081 (2001 - $4,651,220; 2000 - $12,643,590)
        directly, or on behalf of Ventures (Barbados) Ltd, a wholly owned subsidiary,
        including fees of $13,144,975 in 2002 (2001 - $3,129,283, 2000 - $2,753,031),
    to a law firm related to a director of the Company.b)
    Paid or accrued consulting
        and management fees of $606,249 (2001 - $665,835, 2000 -$619,530) to
        directors and an officer of the Company and companies related to directors
    and an officer of the Company.c)
    Paid or accrued legal fees
        of $23,815 (2001- $431,908, 2000 - $485,674) to law firms related to
    directors of the Company.The amounts charged to the Company for the services provided have been determined
by negotiation among the parties, and in certain cases, are covered by signed
agreements. These transactions were in the normal course of operations and were
measured at the exchange value which represented the amount of consideration
established and agreed to by the related parties.
F-30

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CRYSTALLEX
  INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  December 31, 2002 and
  2001 (As restated  Note 3)
**12.**
    INCOME TAXESIncome tax expense varies from the
  amount that would be computed by applying the combined federal and provincial
  income tax rate of 40.1% (2001  44.5%; 2000  45.6%) to loss before
  income taxes as follows:
2002
    
    2001
    
    2000(Restated
           Note 3)
    
    (Restated
           Note
           3)
    
    (Restated
           Note
           3)Loss before income taxes
    $
    (56,459,812
    )
    $
    (42,552,441
    )
    $
    4,548,860Expected income taxes (recoverable) payable
    $
    (22,640,385
    )
    $
    (18,935,837
    )
    $
    2,074,280Difference in foreign tax rates
    
    1,013,320
    
    
    5,131,725
    
    
    226,756Non recognition of benefit of
      losses
    
    21,627,065
    
    
    13,804,112
    
    
    Recognition of benefit of losses
    
    
    
    
    
    
    
    (2,301,036
    )Actual income taxes
    $
    
    
    $
    
    
    $
    The Company has certain source related deductions and losses which are available to be offset against future income taxes. The benefits of these deductions and losses are not reflected in these financial statements, as they are not likely to be realized.
13.
    SUPPLEMENTAL DISCLOSURES
      WITH RESPECT TO CASH FLOWS
2002
    
    
    **2001**
    ****
    ****
    **2000**Cash paid during the year for
      interest
    $
    1,205,221
    
    $
    1,897,879
    
    $
    887,351Cash paid during the year for
      income taxes
    $
    
    
    $
    
    
    $
    Significant non-cash transactions for the year ended December 31, 2002 included:
i)
    The Company issued 42,612 common
      shares, with a value of $110,955, for management fees.ii)
    The Company issued 282,554 common
      shares, with a value of $873,182, for a mineral property payment.iii)
    The Company issued 677,711 common
      shares, with a value of $1,714,609, for a loan payment.iv)
    The Company issued 35,430 common
      shares, with a value of $78,655, for a finders fee.v)
    The Company issued 7,737,152
      common shares upon conversion of convertible notes and accrued interest
      in the amount of $18,587,751.vi)
    The Company applied $1,233,792
      of deferred financing fees against share capital upon conversion of loan
      and notes to common shares.F-31
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CRYSTALLEX

  INTERNATIONAL CORPORATION
NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS December
  31, 2002 and 2001 (As restated  Note 3)

**13.**
    SUPPLEMENTAL DISCLOSURES
      WITH RESPECT TO CASH FLOWS (continued)Significant non-cash transactions
    for the year ended December 31, 2001 included:

i)
    The Company issued 65,466 common
      shares, with a value of $104,550, for management fees.ii)
    The Company issued 1,200,000 common
      shares, with a value of $2,385,000, for legal fees.iii)
    The Company issued 3,987,535 common shares, with a value of $5,150,520,
      to acquire El Callao Mining Corp.iv)
    The Company issued 1,035,689
      common shares with a value of $2,597,247 for a property payment in connection
      with Las Cristinas.v)
    The Company issued 3,199,055
      common shares upon conversion of convertible notes and accrued interest
      in the amount of $4,744,760.vi)
    The Company applied $941,169
      of deferred financing fees against share capital upon conversion of loan
      and notes to common shares.vii)
    The Company issued 4,701,615
      common shares, with a value of $13,214,573, for a loan payment.viii)
    The Company issued 67,059 common
      shares, with a value of $89,189, for broker fees.Significant non-cash transactions for
  the year ended December 31, 2000 included:
i)
    The Company issued 29,536 common
      shares, with a value of $69,557, for management fees.ii)
    The Company issued 300,000 common
      shares, with a value of $698,820, for legal fees.iii)
    The Company issued 4,580,404
      common shares, with a value of $10,956,327, for property payment in connection
      with Las Cristinas.iv)
    The Company issued 1,268,749
      common shares, with a value of $2,345,631, to acquire Bolivar Goldfields
      A. V. V. (Note 7).v)
    The Company issued 4,498,555
      common shares upon conversion of convertible notes and accrued interest
      in the amount of $8,353,905.vi)
    The Company applied $853,621
      of the deferred financing fees against share capital upon conversion of
      notes to common shares.F-32
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CRYSTALLEX
  INTERNATIONAL CORPORATION
NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTSDecember
  31, 2002 and 2001 (As restated  Note 3)
**14.**
    SEGMENTED INFORMATIONOperating segments are defined as
    components of an enterprise about which separate financial information is
    available that is evaluated regularly by the chief operation decision maker,
    or decision-making group, in deciding how to allocate resources and in assessing
    performance. All of the Companys operations are within the mining sector.
    Due to geographic and political diversity, the Companys mining operations
    are decentralized whereby Mine General Managers are responsible for business
    results and regional corporate offices provide support to the mines in addressing
    local and regional issues. The Companys operations are therefore segmented
    on a district basis. The Companys only product is gold, produced from
    mines located in Uruguay and Venezuela.
The segments accounting policies are the same as those described in the summary of significant accounting policies except that expenses and other items are not allocated to the individual operating segments when determining profit or loss, but are rather attributed to the corporate office.
F-33


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CRYSTALLEX
      INTERNATIONAL CORPORATION
NOTES TO THE
      CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2002 and 2001
  (As restated  Note 3)
14.
    SEGMENTED INFORMATION
          (continued)Corporate
    
    
    San
      Gregorio
    
    
    Bolivar/Albino
    
    
    El Callao
    
    
    Cristinas
    
    
    Intersegment
      Eliminations
    
    
    Total2002 (Restated Note
              3)Mining revenue
    $
    
    
    $
    32,843,402
    
    $
    2,511,783
    
    $
    10,806,036
    
    $
    
    
    $
    
    
    $
    46,161,221Mining revenue  intersegment
    $
    
    
    $
    
    
    $
    11,713,510
    
    $
    
    
    $
    
    
    $
    11,713,510
    
    $
    23,427,020Operating costs
    $
    
    
    $
    25,485,956
    
    $
    11,111,734
    
    $
    4,079,885
    
    $
    
    
    $
    
    
    $
    40,677,575Operating costs  intersegment
    $
    
    
    $
    
    
    $
    
    
    $
    11,713,510
    
    $
    
    
    $
    (11,713,510
    )
    $
    Interest and other income
    $
    68,603
    
    $
    301,321
    
    $
    8,906
    
    $
    
    
    $
    
    
    $
    
    
    $
    378,830Interest expense
    $
    1,557,428
    
    $
    826,790
    
    $
    591,025
    
    $
    
    
    $
    
    
    $
    
    
    $
    2,975,243Depreciation,
    depletion and amortization
    $
    329,289
    
    $
    8,834,424
    
    $
    2,285,146
    
    $
    939,640
    
    $
    
    
    $
    
    
    $
    12,388,499Write  down of mineral
        properties
    $
    2,134,678
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    2,134,678Segment loss
    $
    (44,731,866
    )
    $
    (3,737,840
    )
    $
    (1,610,936
    )
    $
    (6,379,170
    )
    $
    
    
    $
    
    
    $
    (56,459,812
    )Segment assets
    $
    31,080,715
    
    $
    21,251,903
    
    $
    32,439,136
    
    $
    18,776,610
    
    $
    78,819,620
    
    $
    
    
    $
    182,367,984Capital expenditures
    $
    105,840
    
    $
    1,491,234
    
    $
    3,682,741
    
    $
    1,082,004
    
    $
    37,366,257
    
    $
    
    
    $
    43,728,0762001 (RestatedNote
              3)Mining revenue
    $
    
    
    $
    29,978,353
    
    $
    6,239,562
    
    $
    9,766,293
    
    $
    
    
    $
    
    
    $
    45,984,208Mining revenue  intersegment
    $
    
    
    $
    
    
    $
    11,236,739
    
    $
    
    
    $
    
    
    $
    11,236,739
    
    $
    22,473,478Operating costs
    $
    
    
    $
    28,150,526
    
    $
    (1,766,448
    )
    $
    13,463,216
    
    $
    
    
    $
    
    
    $
    39,847,294Operating costs  intersegment
    $
    
    
    $
    
    
    $
    
    
    $
    11,236,739
    
    $
    
    
    $
    (11,236,739
    )
    $
    Interest and other income
    $
    65,349
    
    $
    372,312
    
    $
    41,739
    
    $
    237
    
    $
    
    
    $
    
    
    $
    479,637Interest expense
    $
    318,015
    
    $
    1,130,168
    
    $
    666,616
    
    
    
    
    $
    
    
    $
    
    
    $
    2,114,799Depreciation,
    depletion and amortization
    $
    471,531
    
    $
    8,254,548
    
    $
    2,580,073
    
    $
    935,151
    
    $
    
    
    $
    
    
    $
    12,241,303Write  down of mineral
        properties
    $
    18,593,631
    
    $
    
    
    $
    6,408,145
    
    $
    
    
    $
    
    
    $
    
    
    $
    25,001,776Segment loss
    $
    (26,944,912
    )
    $
    (8,136,179
    )
    $
    (3,570,659
    )
    $
    (3,900,691
    )
    $
    
    
    $
    
    
    $
    (42,552,441
    )Segment assets
    $
    42,430,722
    
    $
    31,699,275
    
    $
    32,594,212
    
    $
    18,803,110
    
    $
    41,453,363
    
    $
    
    
    $
    166,980,682Capital expenditures
    $
    857,789
    
    $
    3,105,228
    
    $
    4,297,683
    
    $
    1,012,873
    
    $
    3,462,995
    
    $
    
    
    $
    12,736,5682000 (RestatedNote
              3)Mining revenue
    $
    
    
    $
    31,068,506
    
    $
    8,570,733
    
    $
    
    
    $
    
    
    $
    
    
    $
    39,639,239Operating costs
    $
    
    
    $
    24,534,024
    
    $
    6,159,921
    
    $
    
    
    $
    
    
    $
    
    
    $
    30,693,945Interest and other income
    $
    336,959
    
    $
    366,200
    
    $
    24,313
    
    $
    
    
    $
    
    
    $
    
    
    $
    727,472Interest expense
    $
    271,316
    
    $
    808,929
    
    $
    49,638
    
    $
    
    
    $
    
    
    $
    
    
    $
    1,129,883Depreciation,
    depletion and amortization
    $
    136,642
    
    $
    7,768,567
    
    $
    2,530,392
    
    $
    
    
    $
    
    
    $
    
    
    $
    10,435,601Write  down of mineral
        properties
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    Segment profit/(loss)
    $
    5,086,570
    
    $
    (601,600
    )
    $
    63,890
    
    $
    
    
    $
    
    
    $
    
    
    $
    4,548,860Segment assets
    $
    51,986,466
    
    $
    39,422,322
    
    $
    36,865,363
    
    $
    
    
    $
    37,990,368
    
    $
    
    
    $
    166,264,519Capital expenditures
    $
    1,619,084
    
    $
    968,780
    
    $
    101,680
    
    $
    
    
    $
    920,965
    
    $
    
    
    $
    3,610,509F-34

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CRYSTALLEX
      INTERNATIONAL CORPORATION
NOTES TO THE
      CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2002
  and 2001 (As restated  Note 3)
14.
    SEGMENTED INFORMATION
          (continued)Geographic information:
Mining Revenue
    
    Property,
          Plant and Equipment2002
    
    
    2001
    
    
    2000
    
    
    2002
    
    
    2001
    
    
    2000(Restated  Note
          3)
    
    (Restated  Note3)
    
    (Restated  Note
          3)
    
    
    
    
    (Restated  Note
          3)
    
    (Restated  Note
          3)Uruguay
    $
    32,843,402
    
    $
    29,978,353
    
    $
    31,068,506
    
    $
    11,378,127
    
    $
    18,721,316
    
    $
    23,870,636Venezuela
    
    13,317,819
    
    
    16,005,855
    
    
    8,570,733
    
    
    142,866,637
    
    
    101,791,052
    
    
    102,467,566Brazil
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,616,394
    
    
    1,617,059Total Foreign
    
    46,161,221
    
    
    45,984,208
    
    
    39,639,239
    
    
    154,244,764
    
    
    122,128,762
    
    
    127,955,261Canada
    
    
    
    
    
    
    
    
    
    
    59,066
    
    
    531,573
    
    
    539,913Total
    $
    46,161,221
    
    $
    45,984,208
    
    $
    39,639,239
    
    $
    154,303,830
    
    $
    122,660,335
    
    $
    128,495,17415.
    COMMITMENTS AND CONTINGENCIESCall Agreement

The Company structured the following
      transaction to protect the interest of the Companys shareholders
      in the event that third parties sought to gain control of the Company in
      a transaction which was not supported by the Companys directors.
The Company entered into an agreement
      dated February 14, 1997 whereby it acquired an exclusive call right to
      acquire all of the common shares of Ventures (Barbados) Ltd. (Ventures),
      whose common shares are owned by two directors who are also officers of
      the Company, effectively on behalf of the Companys shareholders (the Call
      Agreement). Ventures was incorporated in February, 1997 specifically
      for the purpose of acquiring the interest in Inversora Mael C.A. (Mael).
      The two directors of the Company became directors and shareholders of Ventures
      immediately following its incorporation and prior to Ventures acquisition
      of any interest directly or indirectly in Mael. The Ventures shares
      were issued to the Companys directors for nominal cash consideration
      of $1.00 and their investment in Ventures has at all times remained nominal.
      The Ventures shareholders granted the Company an exclusive right for the
      Company to acquire, at the Companys option, all of the shares of
      Ventures at any time at a purchase price equal to the shareholders cost
      of those shares, which cost, as noted, is nominal. The directors have no
      interest in Ventures or Mael other than their shareholdings in Ventures.
      Any funding or other consideration to complete the acquisition of Mael
      and required by Ventures has been provided by the Company. The total cost
      of the acquisition of Mael is US$30,000,000, which was subsequently renegotiated
      by Red Glove A. V. V. (Red Glove) and Ventures as hereinafter
      more particularly described. All amounts paid have been treated as inter
      company loans from the Company to Ventures and the assets and liabilities
      of Ventures have been combined with the Company on consolidation for accounting
      purposes. There are no future commitments except the 1,000,000 warrants
      to Red Glove hereinafter referred to and which expire on September 5, 2003.
  F-35

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CRYSTALLEX
      INTERNATIONAL CORPORATION
NOTES TO THE
      CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2002
  and 2001 (As restated  Note 3)
15.
    COMMITMENTS AND CONTINGENCIES
          (continued)Call Agreement (continued)
It is not the individual directors
      but Ventures which indirectly purchased and indirectly owns, as its sole
      material asset, all of the outstanding shares of Mael. That interest was
      acquired through an acquisition agreement dated February 14, 1997. The
      acquisition of Mael was structured as a purchase by Ventures of all 1,200
      of the outstanding shares of Stay Management Ltd. (Stay) from
      Red Glove. Stay owns all 50,000 of the outstanding shares of Mael, and,
      at the time of purchase, both Stay and Red Glove were independent and arms
      length from the Company and Ventures. Mael is therefore wholly owned and
      controlled by Stay, which is a simple holding company wholly owned and
      controlled by Ventures. Ventures is controlled by the Company through the
      application of the Call Agreement. The directors of Stay and Mael are nominee
      directors only who sit at the request of Ventures, and indirectly the Company.
      Mael and its assets are therefore subject to the ultimate control and direction
      of the Company. As nominee directors, taking direction from the Company,
      the directors of Stay and Mael would have no independent authority to direct
      the business and affairs of Mael or to transfer, directly or indirectly,
      in whole or in part, any interest in Mael. At all times, the Companys
      and Ventures relationship with Red Glove has remained arms
      length.
The cost of acquiring the shares
      of Stay was initially US$30,000,000, of which the Company paid US$6,500,000
      (CDN$9,100,000) as of December 31, 1998. Effective April 30, 1999, Ventures
      and Red Glove, through arms length negotiation, agreed to reduce
      the remaining portion of the purchase price from US$23,500,000 to US$10,000,000
      plus 5,000,000 warrants to purchase common shares of the Company at a price
      of US$2.00 per share. No value was attributed to the warrants for the purposes
      of the acquisition transaction. The Company required that Red Glove modify
      the purchase price as consideration for the Company to continue the transaction.
      Absent such modification, the Company had the option to terminate the acquisition
      without obligation to make further payments in excess of the initial US$6,500,000
      payment. Consequently, April 30, 1999 was determined to be the date the
      Company was obligated to complete the purchase for the revised consideration
      noted above. The price of the warrants, being US$2.00 per warrant, was
      settled by arms length negotiation with Red Glove at the time of
      renegotiation. The warrants had staggered expiry dates and, as of December
      31, 2002, 4,000,000 of the warrants have expired and 1,000,000 remained
      outstanding. The remaining 1,000,000 warrants will expire on September
      5, 2003, unless otherwise exercised. During 1999 and 2000, the US$10,000,000
      was fully paid through the Companys issuance of its common shares,
      valued at the average closing sales price on the American Stock Exchange
      for the 30 day period immediately preceding the issuance of the shares,
      and by cash of US$250,000 (CDN$364,000). The shares were issued in several
      tranches during the period commencing December 9, 1998 and ending June
      9, 2000. A total of 8,034,445 shares were issued having an aggregate value
      of US$9,837,534 (Cdn. $14,463,784). The amount of the final tranche includes
      a negotiated amount paid to Red Glove in compensation for costs incurred
      in the renegotiation, as a result of which the amount paid, by cash and
      by issuance of shares, slightly exceeds US$10,000,000. These payments have
      been capitalized as part of the Las Cristinas property cost.
F-36
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CRYSTALLEX INTERNATIONAL
  CORPORATION
NOTES TO THE
  CONSOLIDATED FINANCIAL STATEMENTS December 31, 2002
  and 2001 (As restated  Note 3)
15.
    COMMITMENTS
      AND CONTINGENCIES (continued)Call Agreement (continued)
The Call Agreement contains a call
  right which is irrevocable and unconditional for the benefit of the Company
  unless, prior to its exercise, a person together with any parties acting jointly
  or in concert with such person acquires 20% or more of the Companys outstanding
  voting shares without the approval of the Companys Board of Directors.
  In such an event, the call right will be terminated and Ventures and its shareholders
  will be required to dispose of the investment in Mael in a commercially reasonable
  manner with a view to maximizing the proceeds of such a disposition. The net
  proceeds of disposition, whether represented by cash or securities, would be
  distributed after payment of liabilities to those persons who were shareholders
  of the Company immediately prior to the 20% ownership threshold being surpassed,
  rather than to the two directors of the Company in their capacity as Ventures
  shareholders. There are no material liabilities which would need to be repaid
  to the directors or shareholders of Ventures or to any parties other than the
  Company which funded the Mael transactions. Under the Call Agreement, the Company
  has the right to vote the shares of Ventures. The Call Agreement, in conjunction
  with a rights plan approved by the Companys shareholders, was designed
  to give adequate time for the Companys shareholders to assess properly
  the merits of any bid for common shares of the Company without undue pressure,
  to allow competing bids to emerge and to allow the Companys directors
  to consider alternatives to allow shareholders to receive full and fair value
  for their common shares. In the event that the shares of Mael were sold, all
  proceeds, after payment of costs related to the sale, would be payable to the
  Company.
Commodity derivative contracts
At December 31, 2002, the Company had fixed forward contracts outstanding as follows:
2003
    
    
    2004
    
    
    2005
    
    
    2006Ounces
    
    77,598
    
    
    82,608
    
    
    42,430
    
    
    39,996Average price (US$ per oz.)
    $
    300
    
    $
    300
    
    $
    305
    
    $
    310Written call options are contracts in which the writer, for a fee (premium), sells the purchaser the right, but not the obligation, to buy on a specific future date a stipulated quantity of gold at a predetermined price. At December 31, 2002, the Company had written call options outstanding as follows:
2003
    
    
    2004
    
    
    2005
    
    
    2006Ounces
    
    60,852
    
    
    115,456
    
    
    50,932
    
    
    2,000Average price (US$ per oz.)
    $
    295
    
    $
    306
    
    $
    303
    
    $
    348Gold production for the years ended December 31, 2002, 2001 and 2000 was 94,623; 109,647 and 95,563 ounces, respectively.
F-37

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CRYSTALLEX INTERNATIONAL
  CORPORATION
NOTES TO THE
  CONSOLIDATED FINANCIAL STATEMENTS December 31, 2002
  and 2001 (As restated  Note 3)
15.
    COMMITMENTS
      AND CONTINGENCIES (continued)Fair value of derivative
  financial instruments
Fair values of financial instruments,
  including fixed forward contracts and written call options are determined based
  on estimates using net present value, Black-Scholes and other valuation techniques.
  The estimates are significantly affected by the assumptions used including current
  market and contractual prices of the underlying instruments, as well as time
  value, and by yield curve and volatility factors underlying the positions.
For the years ended December 31, 2002 and 2001, the Company recorded a loss of $34,187,017 and $4,119,293, respectively, and a gain of $9,894,115 for the year ended December 31, 2000, in marking its portfolio of written call options and fixed forward contracts to market. These gains and losses are included in non-hedge derivative (loss) gain in the statement of operations.
The balance sheet carrying amounts for cash and cash equivalents, accounts receivable, marketable securities, accounts payable and accrued liabilities and long-term debt approximate fair value.
Lease agreements
The Company has entered into various
operating lease agreements which expire over a period of five years. Total rent
expense charged to operations under these agreements was $175,066 (2001  $111,724;
2000  $94,982).
Minimum lease payments under operating leases in effect through 2007 are as follows:
2003
    $
    188,7122004
    
    188,7122005
    
    119,5372006
    
    81,7062007
    
    27,235$
    605,902Letter of Credit and Performance
  Bond
One of the Companys subsidiaries has outstanding a US$1,500,000 letter of credit in connection with its environmental remediation plans.
Subsequent to December 31, 2002, the Company deposited with the Venezuelan Government a performance bond in the amount of US$4,750,000 in connection with its agreement with the CVG.
F-38

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CRYSTALLEX INTERNATIONAL
  CORPORATION
NOTES TO THE
  CONSOLIDATED FINANCIAL STATEMENTS December 31, 2002
   and 2001 (As restated  Note 3)
15.
    COMMITMENTS
      AND CONTINGENCIES (continued)Las Cristinas Properties
The rights of Crystallex to develop
    the Las Cristinas deposits are derived from the agreement between the Company
    and the CVG (Note 7). The rights to develop the Las Cristinas deposits have
    been subject to various legal proceedings. Crystallex cannot predict the outcome
    of the various legal actions and cannot provide assurance that any legal challenge
    by the third parties will not impact its right to develop the deposits granted
    by the CVG pursuant to the agreement.
The agreement does not transfer any property ownership rights to Crystallex (Note 7) and the right to develop the deposits is contingent upon the Company continuing to meet its ongoing obligations under the agreement; principally, the Company is to:


    make
      all investment and complete all works necessary to exploit the mineral resources,
    present to the CVG for approval
      by September 17, 2003 a feasibility study, together with an investment and
      financing plan to support the feasibility study,
    present to the CVG for approval,
      life of mine, annual production plans and annual production commitments,
    commence production by May 2004;
      such start may be extended in the event permitting delays are encountered,
    pay
      a royalty and exploitation tax, as set out in the agreement, based on the
      value of gross monthly gold production,
    provide
      for certain social programs and for the employment, training and technical
      assistance to small miners,
    supply
      performance bonds related to the development and environmental obligations,
    bear
      all costs relating to a technical liaison office to be created by the CVGIn addition, rights under the agreement are limited to gold. The agreement does not explicity grant any rights to the Company in relation to the exploitation of copper; however, it does provide for rights on terms to be negotiated with the CVG.  No assurance can be given that the Company will be successful in negotiating an agreement for the copper rights.
Although the agreement grants certain rights to the Company to develop the deposits, the ultimate development will require significant financial resources requiring the Company to raise project financing, debt and equity. There is no assurance that sufficient additional financing will be available to Crystallex and failure to obtain such financing could result in delays or indefinite postponement which could lead to a default under the agreement.
F-39

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CRYSTALLEX
  INTERNATIONAL CORPORATION
NOTES TO THE
      CONSOLIDATED FINANCIAL STATEMENTSDecember
  31, 2002 and 2001 (As restated  Note 3)
16.
    RISK MANAGEMENTCurrency riskThe Company is exposed to currency
    risk as certain of its purchases are denominated in foreign currency. Unfavourable
    changes in the applicable exchange rate may result in a decrease or increase
    in foreign exchange gains or losses. The Company does not use derivative instruments
    to reduce its exposure to foreign currency risk.
Credit and market risk
The Company enters into financial agreements
    (financial instruments) with major international banks and other international
    financial institutions in order to manage underlying revenue and future cash
    flow exposures arising from commodity prices. Financial instruments, which
    subject the Company to market risk and concentrations of credit risk, consist
    primarily of cash, accounts receivable, securities and fixed forward contracts
    and option contracts for metals.
Market risk is the risk that the
    value of a financial instrument might be adversely affected by a change in
    commodity prices, interest rates, or currency exchange rates. The Company
    manages the market risk associated with commodity prices by establishing and
    monitoring parameters that limit the types and degree of market risk that
    may be undertaken.
Credit risk is the risk that a counterparty
    might fail to fulfill its performance obligations under the terms of a derivative
    contract or accounts receivable. The Company limits the amount of credit exposure
    in cash and securities by placing these financial instruments in high quality
    securities issued by government agencies, financial institutions and major
    corporations and by diversifying its holdings. The Company also has concentrations
    of credit risk with respect to accounts receivable as large amounts of its
    accounts receivable are primarily concentrated amongst a small number of customers
    in Venezuela and Uruguay. These receivables are primarily with government
    banks in Venezuela and one international bank. The Company does not anticipate
    any losses for non-performance on these receivables. As at December 31, 2002,
    two customers accounted for accounts receivable greater than 10% of total
    accounts receivable.
The Company is exposed to credit risk in the event of non-performance by counterparties in connection with metal forward and option contracts. The Company does not obtain any security to support financial instruments subject to credit risk but mitigates this risk by dealing only with a diverse group of financially sound counterparties and, accordingly, does not anticipate loss for non-performance. Further, the Company minimizes its credit risk in derivative instruments by entering into transactions with high-quality counterparties whose credit ratings are high and by monitoring the financial condition of its counterparties. The Company continually monitors the market risk of its activities.
Title risk
Title to mineral properties and mining rights involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mining properties. Although the Company has investigated title to all of its mineral properties for which it holds concessions or other mineral leases or licenses, Crystallex cannot give an assurance that title to such properties will not be challenged or impugned and cannot be certain that it will have valid title to its mining properties. The Company relies on title opinions by legal counsel who base such opinions on the laws of countries in which the Company operates.
F-40

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CRYSTALLEX INTERNATIONAL
  CORPORATION
NOTES TO THE
      CONSOLIDATED FINANCIAL STATEMENTSDecember
  31, 2002 and 2001 (As restated  Note 3)
17.
    SUBSEQUENT EVENTSSubsequent to December 31, 2002
    the Company completed the following financial transactions:
1.     On
  March 5, 2003 the Company closed a private placement of 2,562,500 special warrants
  at $1.60 per special warrant for net proceeds of $3,813,000. Each special warrant
  is convertible into a unit consisting of one common share and one-half of one
  common share purchase warrant. Each whole common share purchase warrant is exercisable
  for one common share, for a period of two years, at $2.00 per common share.
2.     Issuance
  of US$3,000,000 in non-interest bearing notes and 450,000 common share purchase
  warrants, each exercisable for one common share of the Company at 140% of the
  volume weighted average price of the Companys shares traded on the AMEX
  for the five trading days prior to closing. This transaction closed in tranches
  with gross proceeds of US$3,000,000:
i.       $1,500,000
      received on March 14, 2003
      ii.      $1,000,000 received on May 2, 2003
      iii.     $500,000 received on May 15, 20033.     On
  March 22, 2003 the Company closed a private placement of 2,400,000 special warrants
  at $1.25 per special warrant for net proceeds of $3,000,000. Each special warrant
  is convertible into a unit consisting of one common share, and one-half of one
  common share special purpose warrant. Each whole common share special purchase
  warrant is exercisable for one common share, for a period of two years, at $1.60
  per common share.
4.     On
  June 20, 2003 the Company closed a private placement of 5,500,000 special warrants
  at $1.25 per special warrant for net proceeds of $6,875,000. Each special warrant
  is convertible into a unit consisting of one common share, and one-half of one
  common share purchase warrant. Each whole purchase warrant entitles the holder
  to acquire from the Company, for a period of two years, at a price of $1.60
  one additional common share.
5.     In
  late June, 2003, the Company, through its controlled subsidiaries, El Callao
  Mining Corporation and ECM (Venco) Ltd., agreed to pay an amount of US$514,755
  to Corporacion Vengroup, S.A., its partner in the development of the El Callao
  properties in Venezuela. The payment is in settlement of distributions claimed
  by Vengroup under the shareholder agreement governing the relationship of the
  parties, as amended, as a result of operations at the El Callao properties during
  the period from 1 March 2001 to 31 March 2003. Payment is to be made in shares
  of Crystallex International Corporation. It is anticipated that documentation
  will be finalized and closing will take place in July, 2003, subject to receipt
  of appropriate regulatory approvals.
F-41
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CRYSTALLEX INTERNATIONAL
  CORPORATION
NOTES TO THE
      CONSOLIDATED FINANCIAL STATEMENTSDecember
  31, 2002 and 2001 (As restated  Note 3)
18.
    DIFFERENCES BETWEEN CANADIAN
      AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLESThe Company prepares its consolidated
  financial statements in accordance with accounting principles generally accepted
  in Canada (Canadian GAAP) which differ from those principles that
  the Company would have followed had its consolidated financial statements been
  prepared in accordance with accounting principles generally accepted in the
  United States of America (U.S. GAAP). The following adjustments
  and/or additional disclosures would be required in order to present the financial
  statements in accordance with U.S. GAAP and in accordance with practices prescribed
  by the United States Securities and Exchange Commission.
Basis of Presentation
These financial statements are the combined accounts of Crystallex International Corporation and its majority owned subsidiaries, and the accounts of Ventures (Barbados) Ltd. (Ventures) and its wholly owned subsidiaries. Ventures (Note 15) is controlled by two directors of the Company who are also officers, and as such the financial statements for U.S. GAAP purposes have been presented as combined financial statements. Under Canadian GAAP, these financial statements are presented as consolidated financial statements.
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CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  December 31, 2002 and 2001 (As restated  Note 3)
18.
    DIFFERENCES BETWEEN CANADIAN
          AND UNITED STATES GENERALLYACCEPTED ACCOUNTING PRINCIPLES
          (continued)Balance Sheets
The impact of differences between Canadian GAAP and U.S. GAAP on the combined balance sheets is as follows:
2002CanadianGAAP
   
   
   
   
   
   
   U.S.GAAPAdjustmentsCurrent assets
   $
   17,286,823
   
   $
   18,329
   (a)
   $
   17,305,152Security deposits
   
   208,887
   
   
   
   
   
   
   208,887Investment
   
   640,000
   
   
   176,000
   (a)
   
   816,000Property, plant and equipment
   
   154,303,830
   
   
   (100,481,050
   )(b)
   
   53,822,780Deferred charge
   
   7,765,576
   
   
   
   
   
   
   7,765,576Deferred financing fees
   
   2,162,868
   
   
   
   
   
   
   2,162,868$
   182,367,984
   
   $
   (100,286,721
   )
   
   $
   82,081,263Current liabilities
   $
   36,883,252
   
   $
   
   
   
   $
   36,883,252Reclamation provision
   
   1,048,726
   
   
   
   
   
   
   1,048,726Long-term debt
   
   26,206,277
   
   
   1,130,720
   (c)
   
   27,336,997Deferred credit
   
   35,001,677
   
   
   
   
   
   
   35,001,677Minority interest
   
   143,517
   
   
   
   
   
   
   143,517Shareholders' equity
   
   83,084,535
   
   
   (101,417,441
   )
   
   
   (18,332,906
   )$
   182,367,984
   
   $
   (100,286,721
   )
   
   $
   82,081,263`F-43

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CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
  December 31, 2002 and 2001 (As restated  Note 3)
18.
    DIFFERENCES BETWEEN CANADIAN
    AND UNITED STATES GENERALLYACCEPTED ACCOUNTING PRINCIPLES
    (continued)Balance Sheets (continued)

2001Canadian
   
   
   
   
   
   
   U.S.GAAP
   
   
   Adjustments
   
   
   
   GAAP(As restated -see (h))Current assets
   $
   31,942,521
   
   $
   34,987
   (a)
   $
   31,977,508Security deposits
   
   306,218
   
   
   
   
   
   
   306,218Investment
   
   640,000
   
   
   
   
   
   
   640,000Property, plant and equipment
   
   122,660,335
   
   
   (57,612,231
   )(b)
   
   65,048,104Deferred charge
   
   10,161,956
   
   
   
   
   
   
   10,161,956Deferred financing fees
   
   1,269,652
   
   
   
   
   
   
   1,269,652$
   166,980,682
   
   $
   (57,577,244
   )
   
   $
   109,403,438Current liabilities
   $
   22,680,866
   
   $
   
   
   
   $
   22,680,866Reclamation provision
   
   1,137,568
   
   
   
   
   
   
   1,137,568Long-term debt
   
   25,216,992
   
   
   (2,633,639
   )(c)
   
   22,583,353Deferred charges
   
   14,520,283
   
   
   
   
   
   
   14,520,283Minority interest
   
   143,517
   
   
   
   
   
   
   143,517Shareholders' equity
   
   103,281,456
   
   
   (54,943,605
   )
   
   
   48,337,851$
   166,980,682
   
   $
   (57,577,244
   )
   
   $
   109,403,438(i)
    U.S. GAAP requires segregation
        of accrued liabilities from accounts payable on the combined balance
        sheets. Under Canadian GAAP, there is no similar reporting requirement.
        As at December 31, 2002 and 2001, $5,086,236 and $5,327,889, respectively,
    would be presented as accrued liabilities.(ii)
    For the purposes of reporting
        in accordance with U.S. GAAP, amounts referred to as contributed surplus
    under Canadian GAAP are referred to as additional paid in capital.
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CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE
      CONSOLIDATED FINANCIAL STATEMENTS
      December 31, 2002 and 2001 (As restated  Note 3)
18.
    DIFFERENCES BETWEEN CANADIAN
    AND UNITED STATES GENERALLYACCEPTED ACCOUNTING PRINCIPLES
          (continued)Statement of Operations

The impact of the above differences between Canadian GAAP and U.S. GAAP on the loss for the year would be as follows:
2002
   
   
   2001
   
   
   2000(As restated - see (h))Net income (loss) for the yearper Canadian GAAP
   
   $
   (56,459,812
   )
   $
   (42,552,441
   )
   $
   4,548,860Adjustments to mineral properties
   (b)
   
   (42,868,819
   )
   
   (13,306,689
   )
   
   (12,643,590
   )Adjustments to mineral properties
   (b)
   
   2,134,678
   
   
   
   
   
   Accretion of interest onconvertible notes
   (c)
   
   (2,346,126
   )
   
   (1,057,605
   )
   
   (2,677,699
   )Fair value of employee stockoptions granted
   (d)
   
   (404,979
   )
   
   (2,129,539
   )
   
   (2,447,767
   )Unrealized gain on trading securities
   (a)
   
   18,329
   
   
   34,987
   
   
   40,558Net loss for the year per U.S. GAAP
   
   $
   (99,926,729
   )
   $
   (59,011,287
   )
   $
   (13,179,638
   )Net loss per share - basic and diluted
   
   $
   (1.18
   )
   $
   (0.85
   )
   $
   (0.25
   )Statement of Operations Presentation

For U.S. GAAP purposes, the measures Loss before other items and Non-hedge derivative (loss) gain are not recognized terms and would therefore not be presented.  In addition, the Operating (loss) profit measure included within the Canadian GAAP statement of operations is not comparable to Operating loss per U.S. GAAP.  The following table reconciles Loss for the year per U.S. GAAP to Loss from operations for U.S. GAAP.
2002
   
   
   2001
   
   
   2000(As restated
    - see (h))Net loss for the year per U.S. GAAP
   $
   (99,926,729
   )
   $
   (59,011,287
   )
   $
   (13,179,638
   )Non-operating loss componentsPer Canadian GAAP:Interest on long-term debt
   
   2,975,243
   
   
   2,114,799
   
   
   1,129,883Non-hedge derivative loss (gain)
   
   25,191,379
   
   
   (1,484,590
   )
   
   6,825,314Interest and other income
   
   (378,830
   )
   
   (479,637
   )
   
   (727,472
   )Minority Interest
   
   
   
   
   (169,800
   )
   
   Write-down of marketable securities
   
   210,572
   
   
   2,003,338
   
   
   U.S. GAAP reconciling items:Accretion of interest onconvertible notes
   
   2,346,126
   
   
   1,057,605
   
   
   2,677,699Unrealized gain on trading securities
   
   (18,329
   )
   
   (34,987
   )
   
   (40,558
   )Non-operating loss per U.S. GAAP
   
   30,326,161
   
   
   3,006,728
   
   
   9,864,866Loss from operations per U.S. GAAP
   $
   (69,600,568
   )
   $
   (56,004,559
   )
   $
   (3,314,772
   )F-45

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CRYSTALLEX
  INTERNATIONAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  December 31, 2002 and 2001 (As restated  Note 3)
18.
    DIFFERENCES BETWEEN
      CANADIAN AND UNITED STATES GENERALLY 
      ACCEPTED ACCOUNTING PRINCIPLES (continued)Statements of Cash Flows
The impact of the above
  differences between Canadian GAAP and U.S. GAAP on the combined statements of
  cash flows would be as follows:
2002
    
    
    2001
    
    
    2000(As
      restated  see (h))Cash
      flows(used in) provided by operating activities,Canadian
      GAAP
    $
    (4,450,718
    )
    $
    8,139,410
    
    $
    11,079,748Adjustments to mineral
      properties
    
    (37,170,359
    )
    
    (9,727,705
    )
    
    (2,514,947
    )Adjustment for trading
      securities
    
    
    
    
    
    
    
    (189,714
    )Cash flows (used in)

      provided by operating activities,U.S.
      GAAP
    
    (41,621,077
    )
    
    (1,588,295
    )
    
    8,375,087Cash flows used in investing
      activities,Canadian
      GAAP
    
    (43,694,745
    )
    
    (18,207,436
    )
    
    (18,794,686
    )Adjustments
      to mineral properties
    
    37,170,359
    
    
    9,727,705
    
    
    2,514,947Adjustment
      for trading securities
    
    
    
    
    
    
    
    189,714Cash flows used in investing
      activities,U.S.
      GAAP
    
    (6,524,386
    )
    
    (8,479,731
    )
    
    (16,090,025
    )Cash flows provided
      by financing activities,Canadian
      and U.S. GAAP
    
    39,430,762
    
    
    20,059,415
    
    
    5,480,517Net increase (decrease)
      in cash and cashequivalents
      during the year
    
    (8,714,701
    )
    
    9,991,389
    
    
    (2,234,421
    )Cash and cash equivalents,
      beginning of year
    
    14,409,831
    
    
    4,418,442
    
    
    6,652,863Cash and cash equivalents,
      end of year
    $
    5,695,130
    
    $
    14,409,831
    
    $
    4,418,442(a)
    InvestmentsIn accordance with Canadian
     GAAP, short term marketable securities are carried at the lower of aggregate

  cost and current market values, with unrealized losses being included in the
     determination of net income loss) for the year. Long-term investment securities

  are carried at cost and are only written down when there has been an other
    than  temporary decline in value. Any unrealized loss on write-down is recognized

  in the determination of net income (loss) for the year.
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CRYSTALLEX
  INTERNATIONAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDecember
  31, 2002 and 2001 (As restated  Note 3)
18.
    DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY 
    ACCEPTED ACCOUNTING PRINCIPLES (continued)(a)
    Investments
    (continued)Statement of Financial
    Accounting Standard (SFAS) No. 115, Accounting for Certain
    Investments in Debt and Equity Securities, requires that equity securities
    that have readily determinable fair values be classified as either available-for-sale
    or trading securities, and that they be reported at fair market values. For
    available-for-sale securities, unrealized gains or losses are to be reported
    as other comprehensive income, a separate component of shareholders
    equity, until realized. For trading securities, unrealized gains or losses
    are included in the determination of net income (loss) for the year. The Companys
    investments classified as trading securities and available-for-sale securities
    is as follows:
2002Gross
    
    
    GrossUnrealized
    Unrealized
    MarketCost
    Gain
    Loss
    ValueTrading securities
    $
    89,329
    
    $
    18,329
    
    $
    
    
    $
    107,658Available-for-sale securities
    
    640,000
    
    
    176,000
    
    
    
    
    
    816,000$
    729,329
    
    $
    194,329
    
    $
    
    
    $
    923,6582001(As
          restated  see (h))Gross
    
    
    GrossUnrealized
    
    
    Unrealized
    
    
    MarketCost
    
    Gain
    
    
    Loss
    
    
    ValueTrading securities
    $
    235,901
    
    $
    34,987
    
    $
    
    
    $
    270,888Available-for-sale securities
    
    640,000
    
    
    
    
    
    
    
    
    640,000$
    875,901
    
    $
    34,987
    
    $
    
    
    $
    910,888(b)
    Mineral Properties
    and Exploration and Development CostsUnder Canadian GAAP, mineral
  properties, including exploration, development and acquisition costs, are carried
  at cost until the properties to which they relate are placed into production,
  sold or where management has determined there to be a permanent impairment in
  value.
  Under U.S. GAAP, mineral
  property expenditures are expensed as incurred. Once a final feasibility study
  has been completed however, additional costs incurred to bring the mine into
  production are capitalized as development costs. Costs incurred to access ore
  bodies identified in the current mining plan after production has commenced
  are considered production costs and are expensed as incurred. Costs incurred
  to extend production beyond those areas identified in the mining plan where
  additional reserves have been established are deferred as development costs
  until the incremental reserves are produced. Capitalized costs are amortized
  using the unit-of-production method over the estimated life of the ore body
  based on proven and probable reserves.
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CRYSTALLEX
  INTERNATIONAL CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2002 and
  2001 (As restated  Note 3)
18.
    DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY 
    ACCEPTED ACCOUNTING PRINCIPLES (continued)(b)
    Mineral
    Properties and Exploration and Development Costs (continued)Under Canadian GAAP, travel
  costs directly related to the acquisition and development of mineral properties
  are capitalized as a part of the underlying asset. Under U.S. GAAP, included
  in the mineral property adjustments for the years ended December 31, 2002, 2001
  and 2000 are expenses of $502,263, $333,712 and $203,176, respectively, related
  thereto.
Under Canadian GAAP, the
  carrying amounts of all of the Companys mineral property development costs,
  producing properties and related plant and equipment are reviewed and evaluated
  when events or changes in circumstances indicate that the carrying amount may
  not be recoverable. Estimated future net cash flows, on an undiscounted basis,
  are calculated using estimated recoverable ounces of gold (considering current
  proven and probable mineral reserves and mineral resources expected to be converted
  into mineral reserves) estimated future commodity price realization (considering
  historical and current prices, price trends and related factors) and, operating
  costs, future capital expenditures, project financing costs, reclamation costs
  and income taxes. Reductions in the carrying amount of property, plant and equipment,
  with corresponding charges to earnings, are recorded to the extent that the
  estimated future undiscounted net cash flows are less than the carrying amount.
  In fiscal 2002, for United
  States reporting purposes, the Company applied SFAS No. 144, Accounting
  for the Impairment or Disposal of Long-Lived Assets. In periods prior
  to fiscal 2002, the Company applied SFAS No. 121, Accounting for the Impairment
  of Long-Lived Assets and for Long-Lived Assets to be Disposed of. In the
  event that facts and circumstances indicate that the carrying amount of an asset
  may not be recoverable and an estimate of future undiscounted cash flows is
  less than the carrying amount of the asset, an impairment loss will be recognized,
  determined on the basis of discounted cash flows. Managements estimates
  of gold prices, recoverable proven and probable reserves, operating capital,

  and reclamation costs are subject to certain risks and uncertainties which may
  affect the recoverability of the Companys investment in property, plant,
  and equipment. Although management has made its best estimate of these factors
  based on current conditions, it is possible that changes could occur which could
  adversely affect managements estimate of the net cash flow expected to
  be generated from its operations.
F-48
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CRYSTALLEX
  INTERNATIONAL CORPORATION
NOTES TO THE
      CONSOLIDATED FINANCIAL STATEMENTSDecember
    31, 2002 and 2001 (As restated  Note 3)
18.
    DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
      (continued)(b)
    Mineral
      Properties and Exploration and Development Costs (continued)Property,
      Plant and Equipment
2002
   
   
   2001
   
   
   2000(As
           restated  See Notes 3 and 18(h))Net book value underCanadian GAAP
   $
   154,303,830
   
   $
   122,660,335
   
   $
   128,495,173Adjustments to mineral propertiesand, deferred exploration anddevelopmental expendituresLas Cristinas Concessions
   
   (78,819,620
   )
   
   (41,453,364
   )
   
   (37,990,368
   )Santa Elena, San Miguel andCarobobo Concessions
   
   (4,182,075
   )
   
   (4,197,335
   )
   
   (4,182,075
   )Knob Hill Property
   
    
   
   
   (518,286
   )
   
   (518,286
   )Mineiro Concessions
   
    
   
   
   (1,614,811
   )
   
   (1,614,811
   )Tomi Properties
   
   (4,909,518
   )
   
   (3,714,435
   )
   
    Albino 1 Concessions
   
   (6,114,000
   )
   
   (6,114,000
   )
   
    El Callao Properties
   
   (6,455,837
   )
   
    
   
   
    Total adjustment
   
   (100,481,050
   )
   
   (57,612,231
   )
   
   (44,305,540
   )Net book value under U.S. GAAP
   $
   53,822,780
   
   $
   65,048,104
   
   $
   84,189,633During 2002, for Canadian GAAP purposes, the Company wrote-off the costs associated with its investments in Mineiro Concessions and Knob Hill Properties. As these costs were written off for U.S. GAAP purposes prior to 2002, an adjustment for $1,614,811 and $518,286, respectively, has been made to the net book value of these properties as at December 31, 2001 and 2000.
F-49

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CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTSDecember
31, 2002 and 2001 (As restated  Note 3)
18.
   DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)(c)
    Convertible
      NotesUnder Canadian GAAP, upon issuance
    of the convertible notes, the net proceeds received are allocated between
    the liability and equity components of the notes. The liability portion of
    the convertible notes is calculated by determining the carrying amount of
    the convertible notes by discounting the stream of future payments of principal
    at the prevailing market rate for a similar liability that does not have
an associated equity component.
Under U.S. GAAP, on issuance,
    the convertible notes would be recorded as a liability and then reclassified
    as equity only upon conversion. Further, under U.S. GAAP, the beneficial
    conversion feature represented by the excess of the fair value of the shares
    issuable on conversion of the notes, measured on the commitment date, over
    the amount of the proceeds to be allocated to the common shares upon conversion,
    would be allocated to additional paid in capital. This results in a discount
    on the note that is accreted as additional interest expense over the term
    of the note and any unamortized balance is expensed immediately upon conversion
    of the note. Accordingly, for U.S. GAAP purposes, for the years ended December
    31, 2002, 2001 and 2000 an additional interest expense (including accretion)
    of $2,346,126, $1,057,605 and $2,677,699 respectively, has been recorded.
    The balance sheet adjustment represents the difference between the portion
    of the convertible debt allocated to equity under Canadian GAAP, net of accretion to date, and the portion
    allocated to the beneficial conversion feature under U.S. GAAP, also net
    of accretion to date.
(d)
    Stock-based CompensationIn accordance with Canadian GAAP, the Company has not recorded any expense with respect to stock options granted to employees, but rather includes additional financial statement disclosures.
Under U.S. GAAP, the Company measures its employee stock-based awards using the fair value method as prescribed under SFAS No. 123 Accounting for Stock-Based Compensation and SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure an amendment to SFAS No. 123.
Under U.S. GAAP, on the date of issuance, the Company determines the fair value of the employee stock options using the Black-Scholes option pricing model. In determining the fair value of these employee stock options, the following assumptions were used:
2002
   
   2001
   
   2000Risk free interest rate
   4.22
   %
   3.12
   %
   6.25
   %Expected life
   3.75 years
   
   2 years
   
   2 yearsExpected volatility
   75
   %
   83
   %
   104
   %Expected dividends
   
   
   
   
   For the years ended December 31, 2002, 2001 and 2000, an expense of $404,979, $2,129,539 and $2,447,767 has been recorded with respect to the stock options granted in the year.
F-50

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CRYSTALLEX
  INTERNATIONAL CORPORATION
NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTSDecember
  31, 2002 and 2001 (As restated  Note 3)
18.
    DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
      (continued)(e)
    Comprehensive IncomeSFAS No. 130 Reporting Comprehensive
  Income establishes standards for the reporting and display of comprehensive
  income and its components in a full set of general purpose financial statements.
  SFAS 130 requires that all items that are required to be recognized under accounting
  standards as components of comprehensive income be reported in the financial
  statements. For the Company, the only components of comprehensive loss are the
  net loss for the period, and the unrealised gains and losses on the available-for-sale
  securities. This information is presented below.

Accumulated Other Comprehensive
      Income (Loss)For U.S. GAAP, the accumulated other
  comprehensive income (loss) would be calculated as follows:
2002
    
    
    2001
    
    
    2000(As
           restated  Notes 3 and 18(h))Accumulated other comprehensiveincome
      (loss)Accumulated other comprehensive
      loss,beginning
      of year
    $
    
    
    $
    (1,339,338
    )
    $
    Change in market value ofavailable-for-sale
      securities
    
    176,000
    
    
    
    
    
    (1,339,338
    )Reclassification adjustment for
      lossesincluded
      in net income
    
    
    
    
    1,339,338
    
    
    Accumulated other comprehensiveincome
      (loss), end of year
    $
    176,000
    
    $
    
    
    $
    (1,339,338
    )
Comprehensive LossFor U.S. GAAP, the comprehensive loss
  would be calculated as follows:
2002
    
    
    2001
    
    
    2000(As
           restated  Notes 3 and 18(h))Comprehensive lossNet loss for
      the year
    $
    (99,926,729
    )
    $
    (59,011,287
    )
    $
    (13,179,638
    )Change in market value ofavailable-for-sale
      securities
    
    176,000
    
    
    
    
    
    (1,339,338
    )Comprehensive loss for the year
    $
    (99,750,729
    )
    $
    (59,011,287
    )
    $
    (14,518,976
    )F-51



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  to Contents
CRYSTALLEX
  INTERNATIONAL CORPORATION
NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS
  December 31, 2002 and 2001 (As restated  Note 3)
18.
    DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
      (continued)(f)
    Accounting for
      Commodity Derivative ContractsWritten
      Call OptionsUnder Canadian and U.S.
    GAAP, written call options are recognized on the balance sheet as a liability,
    measured at fair value with subsequent changes in the fair value of the liability
    are recognized in the period of change as a non-hedge derivative gain (loss)
    in the statement of operations. Consequently, no GAAP difference exists for
    written call options in these restated consolidated financial statements.
Fixed forward contractsIn these restated consolidated
    financial statements, fixed forward contracts are being treated as trading
    activity under both Canadian and U.S. GAAP and consequently no GAAP difference
    exists.
F-52


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  to Contents
CRYSTALLEX
  INTERNATIONAL CORPORATION
NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS
  December 31, 2002 and 2001 (As restated  Note 3)
18.
    DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
      (continued)(g)
    Recent Accounting
      PronouncementsIn June 2001, the Financial
    Accounting Standards Board (FASB) issued SFAS No. 143, Accounting
    for Asset Retirement Obligations (SFAS 143), which addresses
    financial accounting and reporting for obligations associated with the retirement
    of tangible long-lived assets and the associated asset retirement costs. It
    applies to legal obligations associated with the retirement of long-lived
    assets that results from the acquisition, construction, development and (or) the
    normal operation of a long-lived assets, except for certain obligation of
    leasees. SFAS 143 amends SFAS 19, Financial Accounting and Reporting
    by Oil and Gas Producing Companies, and requires entities to record
    the fair value of a liability for an asset retirement obligation in the period
    in which it is incurred. When the liability is initially recorded, and the
    entity capitalizes the cost by increasing the carrying amount of the related
    long-lived assets. Over time, the liability is accreted to its present value
    each period, and the capitalized cost is amortized over the useful life of
    the related asset. Upon settlement of the liability, an entity either settles
    the obligation for its recorded amount or incurs a gain or loss upon settlement,.
    SFAS 143 is effective for financial statements issued for fiscal years beginning
    after June 15, 2002 with earlier application encourages. The Company has not
    yet determined the impact of this Statement on its financial statements.
In June 2002, the FASB
    issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal
    Activities (SFAS 146). This pronouncement is effective for
    exit or disposal activities that are initiated after December 31, 2002 and
    requires these costs to be recognized when the liability is incurred and not
    at project initiation. The Company is reviewing the provisions of SFAS 146,
    but has not yet determined the impact of SFAS 146 on its financial statements.
In November 2002, the
    FASB issued FIN 45, Guarantors Accounting and Disclosure Requirements
    for Guarantees, Including Indirect Guarantees of Indebtedness of Others
    (FIN 45), which requires elaborating on the disclosures that must
    be made by a guarantor in financial statements about its obligations under
    certain guarantees. It also requires that a guarantor recognize, at the inception
    of certain types of guarantees, a liability for the fair value of the obligation
    undertaken in issuing the guarantee. The disclosure requirements of FIN 45
    are effective for financial statements issued after December 15, 2002, and
    have been considered in the presentation of the accompanying combined financial
    statements. The recognition requirements of FIN 45 are applicable for guarantees
    issued or modified after December 31, 2002. The Company has not yet determined
    the effect, if any, the recognition requirement for guarantees issued or modified
    after December 31, 2002 will have on its business, results of operations and
    financial condition.
F-53


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  to Contents

CRYSTALLEX
  INTERNATIONAL CORPORATION
NOTES
  TO THE CONSOLIDATED FINANCIAL STATEMENTS
  December 31, 2002 and 2001 (As restated  Note 3)
18.
    DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
      (continued)(g)
    Recent Accounting
      Pronouncements (continued)In January 2003, the
    FASB issued FIN 46  Consolidation of Variable Interest Entities
    (FIN 46). FIN 46 clarifies the application of Accounting Research
    Bulletin No. 51  Consolidated Financial Statements to those entities
    defined as Variable Interest Entities (more commonly referred
    to as special purpose entities) in which equity investors do not have the
    characteristics of controlling financial interest or do not have
    sufficient equity at risk for the entity to finance its activities without
    additional subordinated financial support from other parties. FIN 46 applies
    immediately to all Variable Interest Entities created after January 31, 2003
    and by the beginning of the first interim or annual reporting period commencing
    after June 15, 2003 for Variable Interest Entities created prior to February
    1, 2003. The Company does not conduct any transaction through special purposes
    entities and does not expect the FIN 46 to have an impact on its financial
    statements.
In April 2003, the FASB
    issued SFAS No. 149, Amendment of SFAS No. 133 on Derivative Instruments
    and Hedging Activities (SFAS 149). The Statement amends
    and clarifies accounting for derivative instruments, including certain derivative
    instruments embedded in other contracts, and for hedging activities under
    SFAS 133. In particular, it (1) clarifies under what circumstances a contract
    with an initial net investment meets the characteristic of a derivative as
    discussed in SFAS 133, (2) clarifies when a derivative contains a financing
    component, (3) amends the definition of an underlying to conform it to the
    language used in FASB Interpretation No. 45, Guarantor Accounting and Disclosure
    Requirements for Guarantees, Including Indirect Guarantees of Indebtedness
    of Others and (4) amends certain other existing pronouncements. SFAS 149 is
    effective for contracts entered into or modified after June 30, 2003, except
    as stated below and for hedging relationships designated after June 30, 2003.
    The provisions of SFAS 149 that relate to SFAS 133 Implementation Issues that
    have been effective for fiscal quarters that began prior to June 15, 2003,
    should continue to be applied in accordance with their respective effective
    dates. In addition, certain provisions relating to forward purchases or sales
    of when-issued securities or other securities that do not yet exist, should
    be applied to existing contracts as well as new contracts entered into after
    June 30, 2003. SFAS 149 should be applied prospectively. SFAS 149 is required
    to be adopted by the Company on July 1, 2003. The Company has not yet determined
    the impact of SFAS 149 on its financial statements.
In May 2003, the FASB
    issued SFAS No. 150, Accounting for Certain Financial Instruments with
    Characteristics of both Liabilities and Equity (SFAS 150).
    SFAS 150 modifies the accounting for certain financial instruments that, under
    previous guidance, issuers could account for as equity. The Statement requires
    that those instruments be classified as liabilities in statements of financial
    position.
F-54
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CRYSTALLEX INTERNATIONAL
  CORPORATION
NOTES TO THE
  CONSOLIDATED FINANCIAL STATEMENTS December 31, 2002
  and 2001 (As restated  Note 3)
18.
    DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
      (continued)(g)
    Recent
      Accounting Pronouncements (continued)SFAS 150 affects an issuers accounting
  for three types of freestanding financial instruments, namely:

    mandatorily
      redeemable shares, which the issuing company is obligated to buy back in
      exchange for cash or other assets.
    Instruments,
      other than outstanding shares, that do or may require the issuer to buy
      back some of its shares in exchange for cash or other assets. These instruments
      include put options and forward purchase contracts.
    obligations that can be settled
      with shares, the monetary value of which is fixed, tied solely or predominantly
      to a variable such as a market index, or varies inversely with the value
      of the issuers shares.SFAS 150 is effective for financial
    instruments entered into or modified after May 31, 2003, and otherwise is
    effective at the beginning of the first interim period beginning after June
    15, 2003. It is to be implemented by reporting the cumulative effect of a
    change in an accounting principle for financial instruments created before
    the issuance date of the Statement and still existing at the beginning of
    the interim period of adoption. Restatement is not permitted. The Company
    is currently evaluating the impact of SFAS 150 on its results of operations
    and financial position.
 In 2002, the CICA Handbook Sections
       3063  Impairment of Long Lived Assets and 3475  Disposal
        of Long Lived Assets and Discontinued Operations were amended to
        harmonize  with SFAS 144. The standards will require an impairment loss
        to be recognized
    when the carrying amount of an asset held for use exceeds the sum of the
        undiscounted  cash flows. The impairment loss would be measured as the
        amount by which the
    carrying amount exceeds the fair value of the asset. An asset held for sale
         is to be measured at the lower of carrying cost or fair value less cost
        to
    sell. In addition, this guidance broadens the concept of a discontinued operation
         and eliminates the ability to accrue operating losses expected between
        the
    measurement date and the disposal date. Section 3063 is effective for fiscal
         years beginning on or after April 1, 2003 and Section 3475 applies to
        disposal
    activities initiated by an enterprises commitment to a plan on or after
     May 1, 2003. The sections will be applied prospectively with early adoption

    encouraged.
  In 2002, the Accounting Standards
       Board of the CICA issued Accounting Guideline No. 13  Hedging
       Relationships
    that increases the documentation, designation and effectiveness criteria
    to  achieve hedge accounting. The guidelines require the discontinuance of
    hedge
    accounting for hedging relationships established that do not meet the conditions
     at the date it is first applied. It does not change the method of accounting

    for derivatives in hedging relationships, but required fair value accounting
     for derivatives that do not qualify for hedge accounting. The new guideline

    is applicable for fiscal years commencing July 1, 2003. The Company is evaluating
     the impact this standard might have on its results of operations and financial

    position.
In 2003, the Accounting Standards Board
of the CICA issued Accounting Guideline No. 14  Disclosure of Guarantees.
The guideline requires the disclosure of guarantees including indemnification
pursuant to contractual arrangement. This guideline is consistent with FIN 45
described above.
F-55

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CRYSTALLEX INTERNATIONAL
  CORPORATION
NOTES TO THE
  CONSOLIDATED FINANCIAL STATEMENTS December 31, 2002
  and 2001 (As restated  Note 3)
18.
    DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
      (continued)(h)
    Error
      Corrections for US GAAPThe Company has amended originally filed U.S. GAAP combined financial statements:
As referred to in Note 3, in May 2003, the Company issued its consolidated financial statements which included restatements of the fiscal 2001 and prior combined financial statements. Subsequent to the issuance of those consolidated financial statements, a further restatement was identified relating to commodity derivative contracts as summarized in Note 3 paragraph 3 (j) which affected the fiscal 2001 and prior combined financial statements. The following tables summarize adjustments made to previously reported amounts:

US
          GAAP Balance Sheet
      As at December 31,
      2001As
      Reported
    
    Error Corrections
    
    Error
      CorrectionUnder bothCanadian and
    Under U.S.U.S. GAAP
    GAAP only
    As Restated(Note 3)Current Assets
    $
    27,893,158
    
    $
    4,083,180
    
    $
    1,170
    (vi)
    $
    31,977,508Security Deposits
    
    306,218
    
    
    
    
    
    
    
    
    306,218Investment
    
    610,000
    
    
    
    
    
    30,000
    (i)
    
    640,000Property, plant & Equipment
    
    118,908,244
    
    
    (43,605,119
    )
    
    (10,255,021
    )(ii)
    
    65,048,104Deferred charges
    
    
    
    
    10,161,956
    
    
    
    
    
    10,161,956Deferred financing fees
    
    1,269,652
    
    
    
    
    
    
    
    
    1,269,652$
    148,987,272
    
    $
    (29,359,983
    )
    $
    (10,223,851
    )
    $
    109,403,438Current liabilities
    $
    19,926,621
    
    $
    2,754,245
    
    $
    
    
    $
    22,680,866Reclamation provision
    
    1,250,151
    
    
    (111,953
    )
    
    (630
    )
    
    1,137,568Long term debt
    
    24,968,891
    
    
    386,565
    
    
    (2,772,103
    )(iii)
    
    22,583,353Deferred credit
    
    646,821
    
    
    13,873,462
    
    
    
    
    
    14,520,283Minority interest
    
    7,752,099
    
    
    (7,608,582
    )
    
    
    
    
    143,517Shareholders equity
    
    94,442,689
    
    
    (38,653,720
    )
    
    (7,451,118
    )
    
    48,337,851$
    148,987,272
    
    $
    (29,359,983
    )
    $
    (10,223,851
    )
    $
    109,403,438F-56

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CRYSTALLEX INTERNATIONAL
  CORPORATION
NOTES TO THE
  CONSOLIDATED FINANCIAL STATEMENTS December 31, 2002
  and 2001 (As restated  Note 3)
18.
    DIFFERENCES
      BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
      (continued)(h)
    Error
      Corrections for US GAAP (continued)2001
    
    
    2000Loss for the year per US GAAP  as
          originally reported
    $
    (6,662,770
    )
    $
    (11,786,801
    )Error corrections for both Canadian
      and U.S. GAAP: (Note 3)Write down of plant & equipment
    
    (8,841,968
    )
    
    (3,496,465
    )Write down of mineral properties
    
    (19,746,087
    )
    
    Misstatement of expenses
    
    199,603
    
    
    (125,367
    )Foreign exchange conversion gain
      (loss)
    
    (2,819,933
    )
    
    39,581Gold loan conversion
    
    (1,529,364
    )
    
    Minority interest
    
    (704,643
    )
    
    Write down of investment
    
    (2,003,338
    )
    
    Reversal of capitalized costs
    
    (1,188,225
    )
    
    Commodity derivative contracts
    
    (5,902,087
    )
    
    4,957,317Other
    
    (84,793
    )
    
    (130,762
    )Error Corrections for U.S. GAAP
      onlyAccretion of interest on convertible
      notes
    
    (1,128,644
    )(iii)
    
    (2,677,699
    )Adjustments to mineral properties
    
    (8,640,208
    )(ii)
    
    Unrealized gain on trading securities
    
    1,170
    (vi)
    
    40,558Writedown of investment
    
    30,000
    (i)
    
    Other
    
    10,000
    
    
    Loss for the year per U.S. GAAP-as
      restated
    $
    (59,011,287
    )
    $
    (13,179,638
    )Accumulated Other
      Comprehensive Income (Loss)
    
    2001
    
    
    2000Accumulated other comprehensiveloss, end of year as
    $
    (8,048,600
    )
    $
    (3,023,189
    )previously reportedError corrections under Canadian
      GAAPReversal of cumulativetranslation adjustments (Note
      3(d))
    
    4,675,924
    
    
    344,513Writedown of investment (Note
      3(g))
    
    2,003,338
    
    
    Error corrections under U.S. GAAPChange in market value of available-for-salesecurities
    
    1,339,338
    (iv)
    
    1,339,338
    (iv)Writedown of investment
    
    30,000
    (i)
    
    Accumulated other comprehensiveLoss, end of year as restated
    $
    
    
    $
    (1,339,338
    )F-57
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CRYSTALLEX INTERNATIONAL CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSDecember
31, 2002 and 2001 (As restated  Note 3)
18.
   DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)(h)
   Error Corrections for US GAAP (continued)(i)
  InvestmentsIn 2001, for U.S. GAAP purposes,
    the Company incorrectly recognized a cumulative unrealized loss of $2,033,338
    pertaining to the market value of its available for sale securities, resulting
    in a reported carrying value of $610,000 for its long-term investment securities
    as at December 31, 2001. The correct carrying value of long-term investment
    securities as at December 31, 2001 was $640,000. Accordingly, to correct
    this error an adjustment of $30,000 has been made to the previously reported
    loss
for the year ended December 31, 2001 for U.S. GAAP.
(ii)
  Writedown of mineral
    propertiesAs a result of detailed formal
    life of mine analyses for each of the Companys mineral properties,
    management concluded that the discounted cash flows from ongoing operations
    at the Companys
    Venezuelan Albino and Tomi Properties, determined using assumptions and information
    existing at December 31, 2001, were insufficient to support the recovery
    of the respective carrying values. Accordingly in addition to the writedowns
    described in Note 3(b), management retroactively reduced the December 31,
    2001 carrying values of those two mineral properties by $8,640,208 with a
    corresponding charge to operations in 2001 to reflect the year in which impairment
should have been recognized.

The Company also concluded that the discounted cash flows at its Mineiro Concessions in Venezuela determined using assumptions and information existing at December 31, 1999, was insufficient to support the recovery of the carrying value of this property. Accordingly, management retroactively reduced the December 31, 1999 carrying value of the Mineiro Concessions by $1,614,813 with a corresponding charge to operations in 1999 to reflect the year in which impairment should have been recognized.
Under United States GAAP, the Company did not attribute a value to the warrants issued in connection with the acquisition in 1999 of the shares of Mael (Note 15). As a result, the Company has retroactively increased both additional paid in capital and deficit by $2,461,905 during 2001 and 2000, and loss for the year and additional paid in capital were both increased by $2,461,905 during 1999.
(iii)
    Convertible NotesDuring the years ended December 31, 2001 and 2000 the Company issued convertible notes. Under U.S. GAAP, on issuance, the convertible notes should have been recorded as a liability and then reclassified as equity only upon conversion.  Further, under U.S. GAAP, the beneficial conversion feature represented by the excess of the fair value of the shares issuable on conversion of the notes, measured on the commitment date, over the amount of the proceeds to be allocated to the common shares upon conversion, should have been allocated to additional paid in capital.  This results in a discount on the note that is accreted as additional interest expense over the term of the note and any unamortized balance is expensed immediately upon conversion of the note. Accordingly, for U.S.
GAAP purposes, for the years ended December
31, 2001 and 2000 an additional interest expense (including accretion) of $1,128,644
and $2,677,699 respectively, has been retroactively recorded. The balance sheet
error correction represents the difference between the portion of the convertible
debt allocated to equity under Canadian GAAP, net of accretion to date, and the
portion allocated to the beneficial conversion feature under U.S. GAAP, also
net of accretion to December 31, 2001.
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CRYSTALLEX INTERNATIONAL CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTSDecember
31, 2002 and 2001 (As restated  Note 3)
18.
    DIFFERENCES
          BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
          (continued)(h)
    Error
            Corrections for US GAAP (continued)(iv)
    Change
    in market value of available-for-sale securitiesIn determining accumulated other comprehensive loss as at December 31, 1998 the Company incorrectly included a writedown of $1,339,338 against available-for-sale securities. As a resulted management has restated the accumulated other comprehensive loss as at December 31, 1998 to correct this error.
(v)
    Accounting
    for Commodity Derivative ContractsWritten
    Call OptionsPreviously issued consolidated financial statements, under Canadian and U.S. GAAP, did not reflect the mark to market adjustment for outstanding contracts at the end of 1999, 2000 and 2001, as such contracts had not been property accounted for. As a result, management has restated the Canadian GAAP financial statements (Note 3(j)) to record the mark to market adjustment on these contracts. Consequently as a result of this restatement , no difference between Canadian and U.S. GAAP exists for written call options.
Fixed forward
    contractsPreviously, under Canadian GAAP, the Company had treated fixed forward contracts as transactions qualifying as hedges for accounting purposes.  Upon re-examination, it has been determined that certain restructuring transactions with its counterparty had modified the forward contracts prior to their maturity resulting in a reassessment of hedge designation and effectiveness. Consequently, for Canadian GAAP purposes, the Company has redesignated its forward contracts as trading activity and accordingly has recorded the estimated fair values of these contracts on the balance sheets and related mark to market adjustments for changes in estimated fair values in the statements of operations as non-hedge derivative (loss) gain. Mining revenue has also been restated to reclassify settlement gains and losses on forward contracts as non-hedge derivative (loss) gain.
Previously, for the purposes of U.S. GAAP, the Company had treated fixed forward contracts as transactions eligible for the normal purchases and sales exemption, which requires, amongst other things, physical delivery of the gold in satisfaction of the contract. Upon re-examination, it has been determined that the delivery of amounts in Venezuela have been satisfied by physical delivery to the Central Bank rather than directly to the counterparty. In addition, certain restructuring transactions with the counterparty that modified the forward contracts prior to their maturity, have indicated that the characterization of forward contracts as settled by physical delivery was not necessarily the method of settlement of all forward contracts. As a result the Company, for the purposes of U.S.
GAAP, has redesignated the forward contracts
as trading activity, and reflected the changes in the market value of these contracts
in income in accordance with SFAS 133.
F-59

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CRYSTALLEX INTERNATIONAL CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTSDecember 31,
2002 and 2001 (As
restated  Note 3)
18.
    DIFFERENCES
          BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
          (continued)(h)
    Error
            Corrections for US GAAP (continued)(v)
    Accounting for
    Commodity Derivative Contracts (continued)In summary, fixed forward contracts were previously reported as qualifying for hedge accounting under Canadian GAAP and as transactions eligible for normal purchases and sales exemption under U.S. GAAP, resulting in no GAAP difference. In these restated consolidated financial statements, fixed forward contracts are being treated as trading activity under both Canadian and U.S. GAAP and consequently no GAAP difference exists.
(vi)
    Unrealized
    gain on trading securitiesDuring 2001 and 2000 the Company incorrectly calculated its unrealized gain on trading securities. Accordingly management has adjusted the previously reported losses for 2001 and 2000 to reflect the correction of this error.
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SIGNATURE
Pursuant to the
        requirements of Section 12 of the Securities Exchange Act of 1934, the
        Registrant certifies that it meets all of the requirements for filing
        this Form 20-F/A  No. 2 and that it has duly caused and authorized
        the undersigned to sign this annual report on its behalf.
CRYSTALLEX INTERNATIONAL
          CORPORATIONBY:
    /s/ Daniel R. RossDaniel R. RossExecutive Vice-President,
        Corporate Counsel,Secretary, and DirectorDate: February 11,
        2005
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Exhibit
        Index
ExhibitNo.
    
    Exhibit4.11(1)
    
    Mining Operation
        Agreement dated as of September 17, 2002, between Crystallex International
        Corporation and Corporacion Venezolana de Guayana  English translation,
        incorporated by reference from an exhibit to Form 6-K submitted on October
        2, 2002.12.1
    
    Certification of
        Todd Bruce pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.12.2
    
    Certification of
        Borden D. Rosiak pursuant to Section 906 of the Sarbanes-Oxley Act of
        2002.13.1
    
    Certification of
        Todd Bruce pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.13.2
    
    Certification of
        Borden D. Rosiak pursuant to Section 302 of the Sarbanes-Oxley Act of
        2002.(1)
    Filed as identically
        numbered exhibit in Form 20-F, filed on August 7, 2003.