---

Exhibit 1.1



CRYSTALLEX INTERNATIONAL CORPORATION

ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER 31, 2010

March 31, 2011

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TABLE OF CONTENTS

|DOCUMENTS INCORPORATED BY REFERENCE            | 1  | DESCRIPTION OF SHARE CAPITAL AND RELATED
      INFORMATION    | 18
|---------------------------------------------- | -- | ------------------------------------------------------------- | --
|                                               |    |                                                               |   
|                                               |    | AUTHORIZED CAPITAL                                            | 18
|FOREIGN CURRENCY AND ACCOUNTING PRINCIPLES     | 1  | COMMON SHARES CLASS A PREFERENCE SHARES AND
      CLASS B | 18
|                                               |    | PREFERENCE SHARES                                             | 18
|GLOSSARY AND METRIC/IMPERIAL                   |    | SHAREHOLDER RIGHTS
      PLAN                                 | 18
|CONVERSION TABLE                               | 2  | PRICE RANGE AND
      TRADING VOLUME OF THE                   |   
|                                               |    | COMMON SHARES                                                 | 19
|SPECIAL NOTE REGARDING FORWARD-                |    | DIVIDEND POLICY                                               | 19
|LOOKING STATEMENTS                             | 2  | CAPITALIZATION                                                | 19
|                                               |    |                                                               |   
|NATIONAL INSTRUMENT 43-101                    |    | LEGAL MATTERS                                                 | 20
|STANDARDS OF DISCLOSURE FOR                    |    | NOTEHOLDERS ACTION
      DISMISSED WITH COSTS                | 20
|MINERAL PROJECTS                               | 2  | PROPOSED CLASS
      ACTION DISMISSED                         | 20
|                                               |    | CLAIMS BY FORMER
      EMPLOYEES                              | 20
|CRYSTALLEX                                     | 3  |                                                               |   
|                                               |    | RISK FACTORS                                                  | 21
|OVERVIEW                                       | 3  |                                                               |   
|CORPORATE CHART                                | 4  | INTERNATIONAL
      ARBITRATION AGAINST                       |   
|                                               |    | VENEZUELA                                                     | 21
|MINERAL RESERVES AND RESOURCES                 | 5  | POLITICAL AND
      ECONOMIC UNCERTAINTY IN                   |   
|                                               |    | VENEZUELA                                                     | 21
|LAS CRISTINAS PROJECT                          | 6  | ADDITIONAL FUNDING
      REQUIREMENTS                         | 21
|LOCATION AND PROPERTY
      DESCRIPTION        | 6  | CURRENT GLOBAL
      FINANCIAL CONDITION                      | 22
|MINE OPERATING CONTRACT                        | 7  | ENVIRONMENTAL
      REGULATION AND LIABILITY                  | 22
|ACCESSIBILITY, PHYSIOGRAPHY AND CLIMATE AND    |    | CURRENCY
      FLUCTUATIONS                                   | 22
|LOCAL RESOURCES AND
      INFRASTRUCTURE       | 8  | OPERATING LOSSES ARE
      EXPECTED TO CONTINUE               |   
|Accessibility                                  | 8  | IN THE NEAR FUTURE                                            | 22
|Physiography and Climate                       | 8  | LITIGATION                                                    | 22
|Local
      Resources and Infrastructure       | 8  | POTENTIAL DILUTION                                            | 22
|GEOLOGY AND MINERALIZATION                     | 9  | COMMON SHARE PRICE
      VOLATILITY                           | 23
|Regional
      Geology                         | 9  | DEPENDENCE ON KEY
      EMPLOYEES                             | 23
|Local
      Geology                            | 9  | CREDIT AND MARKET
      RISKS                                 | 23
|Mineralization                                 | 10 | ENFORCEMENT BY INVESTORS OF CIVIL
      LIABILITIES           |   
|DRILLING, SAMPLING AND DATA
      VERIFICATION | 11 |                                                               | 23
|MINERAL RESERVES                               | 13 | NO PAYMENT OF CASH
      DIVIDENDS IN THE NEAR                |   
|ADDITIONAL MINERAL RESOURCES                   | 13 | FUTURE                                                        | 24
|2007 TECHNICAL REPORT UPDATE                   | 13 | COMPLIANCE WITH SARBANES-OXLEY ACT OF
      2002              |   
|ENGINEERING, PROCUREMENT AND CONSTRUCTION      |    |                                                               | 24
|MANAGEMENT                                     | 14 | DIRECTORS AND SENIOR OFFICERS                                 | 24
|LAS CRISTINAS PROJECT AND                      |    |                                                               |   
|ARBITRATION REQUEST                            | 15 | AUDIT COMMITTEE MATTERS                                       | 26
|                                               |    | Composition                                                   | 26
|WRITE DOWN OF THE CARRYING VALUE               |    | Charter                                                       | 27
|OF LAS CRISTINAS                               | 16 | Policy on the Provision of Services
      by External         |   
|                                               |    | Auditors                                                      | 27
|STRATEGIC PARTNERSHIP DISCUSSIONS              | 17 | External Auditors Service Fees                               | 27
|                                               |    |                                                               |   
|DISCONTINUED OPERATIONS                        | 17 | CORPORATE GOVERNANCE STATEMENT                                | 27
|                                               |    |                                                               |   
|Overview                                       | 17 | TRANSFER AGENT AND REGISTRAR                                  | 27
|Mine
      Production                          | 17 |                                                               |   
|                                               |    | MATERIAL CONTRACTS                                            | 28



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|INTEREST OF EXPERTS                  | 28
|------------------------------------ | --
|                                     |   
|ADDITIONAL INFORMATION               | 28
|                                     |   
|SCHEDULE A CONSOLIDATED FINANCIAL  |   
|STATEMENTS                           |   
|                                     |   
|SCHEDULE B MANAGEMENTS            |   
|DISCUSSION AND ANALYSIS OF FINANCIAL |   
|CONDITION AND RESULTS OF OPERATIONS  |   
|                                     |   
|SCHEDULE C GLOSSARY OF DEFINED     |   
|TERMS AND TECHNICAL MINING TERMS     |   
|AND ABBREVIATIONS                    |   
|                                     |   
|SCHEDULE D MINE OPERATING          |   
|CONTRACT AND RELATED DOCUMENTS       |   
|                                     |   
|SCHEDULE E AUDIT COMMITTEE         |   
|CHARTER                              |   
|                                     |   
|SCHEDULE F POLICY ON INDEPENDENCE  |   
|OF DIRECTORS                         |   

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DOCUMENTS INCORPORATED BY REFERENCE

The following documents of
Crystallex International Corporation (the Company) filed with the securities
regulatory authorities in certain of the provinces of Canada are incorporated by
reference in this Annual Information Form:

| | (a) | the audited consolidated financial statements of the
      Company as at December 31, 2010 and 2009, and for each of the years in the
      two year period ended December 31, 2010 including the notes thereto and
      the auditors report thereon (the Consolidated Financial
    Statements);
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                      
| | (b) | the managements discussion and analysis of financial
      condition and results of operations of the Company for the year ended
      December 31, 2010 (Managements Discussion and Analysis); and                                                                                              
| |     |                                                                                                                                                                                                                                                                                                      
| | (c) | a report prepared by Mine Development Associates, (MDA)
      and other independent consultants in November 2007 titled Technical
      Report Update on the Las Cristinas Project, Bolivar State, Venezuela (the
      2007 Technical Report Update).                                         

Copies of these documents are
available on the SEDAR website at www.sedar.com. Copies of the Consolidated Financial
Statements and Managements Discussion and Analysis are attached to this Annual
Information Form as Schedule A and Schedule B, respectively.

Any statement contained in a
document incorporated by reference in this Annual Information Form (a prior
statement) shall be deemed to be modified or superseded for purposes of this
Annual Information Form to the extent that any statement contained in this
Annual Information Form (a subsequent statement) modifies or supersedes such
statement. A subsequent statement need not state that it has modified or
superseded a prior statement. The making of a subsequent statement will not be
deemed an admission for any purposes that the prior statement, when made,
constituted a misrepresentation, an untrue statement of a material fact or an
omission to state a material fact that is required to be stated or that is
necessary to make a statement not misleading in light of the circumstances in
which it was made. Any prior statement so modified or superseded will not
constitute part of this Annual Information Form except as so modified or
superseded.

FOREIGN CURRENCY AND ACCOUNTING PRINCIPLES

In this Annual Information Form,
unless otherwise specified, all references to C$ are to Canadian dollars and
all references to US$ or U.S. dollars are to United States dollars. The
Consolidated Financial Statements are reported in U.S. dollars.

The following table sets out the
rates of exchange for Canadian dollars (C$) per U.S. dollar in effect at the
end of the periods indicated and the average rates of exchange during such
periods based on the noon spot rate quoted by the Bank of Canada:

Year ended December 31,2010
    
    
    2009
    
    
    2008Rate at end of year
    
    C$0.9946
    
    
    C$1.0466
    
    
    C$1.2246Average rate for year
    
    C$1.0355.
    
    
    C$1.1420
    
    
    C$1.0660


The Consolidated Financial
Statements have been prepared in accordance with Canadian generally accepted
accounting principles. Note 18 to the Consolidated Financial Statements provides
the reconciliation of these financial statements to U.S. GAAP.

1

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GLOSSARY AND METRIC/IMPERIAL CONVERSION TABLE

A glossary of certain defined
terms and technical mining terms and abbreviations and a metric/imperial
conversion table are included in Schedule C to this Annual Information
Form.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements included or
incorporated by reference in this Annual Information Form, including information
as to the future financial or operating performance of the Company, its
subsidiaries and its projects, constitute forward-looking statements. The words
believe, expect, anticipate, contemplate, target, plan, intends,
continue, budget, estimate, may, schedule and similar expressions
identify forward-looking statements. Forward-looking statements include, among
other things, statements regarding targets, estimates and assumptions in respect
of gold production and prices, operating costs, results and capital
expenditures, mineral reserves and mineral resources and anticipated grades and
recovery rates. Forward-looking statements are necessarily based upon a number
of estimates and assumptions that, while considered reasonable by the Company,
are inherently subject to significant business, economic, competitive, political
and social uncertainties and contingencies. Many factors could cause the
Companys actual results to differ materially from those expressed or implied in
any forward-looking statements made by, or on behalf of, the Company. Such
factors include, among others, risks relating to additional funding
requirements, reserve and resource estimates, gold prices, political and foreign
risk, uninsurable risks, competition, environmental regulation and liability,
government regulation, currency fluctuations, recent losses and write-downs and
dependence on key employees. See Risk Factors in this Annual
Information Form and Risk Factors in Managements Discussion and Analysis. Due
to risks and uncertainties, including the risks and uncertainties identified
above and elsewhere in this Annual Information Form, actual events may differ
materially from current expectations. Investors are cautioned that
forward-looking statements are not guarantees of future performance and,
accordingly, investors are cautioned not to put undue reliance on
forward-looking statements due to the inherent uncertainty therein.
Forward-looking statements are made as of the date of this Annual Information
Form, or in the case of documents incorporated by reference herein, as of the
date of such document, and the Company disclaims any intent or obligation to
update publicly such forward-looking statements, whether as a result of new
information, future events or results or otherwise.

NATIONAL INSTRUMENT 43-101  STANDARDS OF DISCLOSURE FOR
MINERAL PROJECTS

National Instrument 43-101 
Standards of Disclosure for Mineral Projects (NI 43-101) issued by the
Canadian Securities Administrators (the CSA) requires, among other things,
that issuers ensure that all written disclosure of a scientific or technical
nature, including disclosure of a mineral resource or mineral reserve,
concerning a mineral project on a property material to the issuer must be based
on material provided by a qualified person or under their supervision (a
Qualified Person). A Qualified Person for purposes of NI 43-101 means an
individual who is an engineer or geoscientist with at least five years of
experience in mineral exploration, mine development or operation and/or mineral
project assessment, has experience relevant to the subject matter of the
disclosure and is a member in good standing of a specified professional
association. The issuer must disclose the name and the relationship to the
issuer of the Qualified Person who prepared or supervised the preparation of the
information that forms the basis for the written disclosure.

2

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CRYSTALLEX

Overview

Crystallex International
Corporation (the Company) is a company continued under the Canada Business
Corporations Act. The registered and head office of the Company is located at 8
King Street East, Suite 1201, Toronto, Ontario, M5C 1B5.

Crystallex is a Canadian-based
company with a record of acquiring, exploring, developing and operating mining
properties. The Companys principal focus since 2002 was the exploration and
development of the Las Cristinas gold project, (Las Cristinas Project or Las
Cristinas) located in Bolivar State in southeastern Venezuela. Crystallex
entered into a Mine Operating Contract (the MOC) in September 2002 with the
Corporacion Venezolana de Guayana (the CVG). The MOC granted Crystallex
exclusive rights to develop and operate the Las Cristinas. Since the issuance of
the MOC, the Company has worked vigorously to bring the Las Cristinas Project to
a shovel ready state. The Company completed all of the requirements necessary
for the issuance of the Authorization to Affect Natural Resources (the Permit)
from the Ministry of Environment and Natural Resources (MinAmb), while
maintaining compliance with the terms of the MOC. Notwithstanding the Companys
fulfilment of the requisite conditions, Venezuelas approval of the
Environmental Impact Study and assurances that the Permit would be issued, in
April 2008, MinAmb denied the Companys request for the Permit. The Company
appealed the Permit denial and did not receive a response from MinAmb.

On February 3, 2011, the MOC was
unilaterally terminated by the CVG, despite the CVG confirming the validity of
the MOC in August 2010. Following the termination of the MOC, on February 16,
2011, the Company filed a Request for Arbitration (Arbitration Request) before
the Additional Facility of the World Banks International Centre for Settlement
of Investment Disputes (ICSID) against the Bolivarian Republic of Venezuela
(Venezuela) pursuant to the Agreement between the Government of Canada and the
Government of the Republic of Venezuela for the Promotion and Protection of
Investments (the Treaty). The claim is for breach of the Treatys protections
against expropriation, unfair and inequitable treatment and discrimination. The
Arbitration Request was registered by ICSID on March 9, 2011.

Crystallex is seeking the
restitution by Venezuela of its investments, including the MOC, and the issuance
of the Permit and compensation for interim losses suffered, or, alternatively
full compensation for the value of its investment in an amount in excess of
US$3.8 billion.

The Companys immediate plans are
as follows:

- Seek settlement alternatives with Venezuela while continuing with the
  arbitration claim;
- Sell its remaining mining equipment;
- Proceed with an orderly withdrawal from Las Cristinas;
- Negotiate with the Noteholders to restructure the terms of the $100
  million Notes that are due in December 2011; and
- Pursue alternate financing.

3

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Corporate Chart

The following chart lists the
principal subsidiaries of the Company and their jurisdictions of incorporation.
Except where noted, all subsidiaries are wholly-owned, directly or indirectly,
by the Company.



Notes:



|(1) | The Company holds its interest in the Las Cristinas
      project directly through its Venezuelan Branch. See Las Cristinas Project
       Mine Operating Contract.    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                           
|(2) | The Company held its interest in the Tomi operations
      until December 15, 2009 indirectly through Mineras Bonanza, C.A. See
      Discontinued Operations.          
|    |                                                                                                                                                                           
|(3) | The Company held its interest in the Lo Increible
      operations until December 15, 2009 indirectly through Osmin Holdings
      Limited. See Discontinued Operations.
|    |                                                                                                                                                                           
|(4) | The Company held its interest in the Revemin mill until
      October 1, 2008, indirectly through Revemin II, C.A. See Discontinued
      Operations.                   

4



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MINERAL RESERVES AND RESOURCES

With the unilateral cancellation
of the MOC on February 3, 2011, the Company no longer has rights to the gold
reserves and resources at Las Cristinas and, accordingly, in future, will no
longer be reporting resources and reserves for Las Cristinas. The gold reserves
and resources for Las Cristinas were last estimated in the 2007 Technical Report
Update. This reserve and resource data is presented for information purposes
only and should not be interpreted as an indication of the Companys
expectations of future development or operating activities at Las Cristinas.

The mineral reserve and resource
estimates have been prepared in accordance with the standards of the Canadian
Institute of Mining, Metallurgy and Petroleum and NI 43-101 and, as set out in
the notes below, are based on technical reports prepared by independent experts,
or have been prepared by the Company under the direction of, and verified by,
Dr. Richard Spencer, P. Geo., a Qualified Person and former VP Exploration of
Crystallex International Corporation.

Mineral resources are not
mineral reserves and do not have demonstrated economic viability, but do have
reasonable prospects for economic extraction. Measured and indicated mineral
resources are sufficiently well defined to allow geological and grade continuity
to be reasonably assumed and permit the application of technical and economic
parameters in assessing the economic viability of the resource. Inferred
resources are estimated on limited information not sufficient to verify
geological and grade continuity and to allow technical and economic parameters
to be applied. Inferred resources are too speculative geologically to have
economic considerations applied to them to enable them to be categorized as
mineral reserves. There is no certainty that mineral resources will be upgraded
to mineral reserves through continued exploration. See Schedule C for detailed
definitions of mineral reserve, proven mineral reserve, probable mineral
reserve, mineral resource, measured mineral resource, indicated mineral
resource, inferred mineral resource, and cut-off grade.

|                         |  | RESERVES | 
|------------------------ |  | -------- | 
|                         |  | PROVEN   | 
|                         |  |          | 
|                         |  | Tonnes   | 
|                         |  |          | 
|                         |  |          | 
|                         |  |          | 
|Las Cristinas Project(1) |  | 112,761  | 

|                               |  | RESOURCES(2) | 
|------------------------------ |  | ------------ | 
|                               |  | MEASURED     | 
|                               |  |              | 
|                               |  | Tonnes       | 
|                               |  |              | 
|                               |  |              | 
|                               |  |              | 
|Las Cristinas
      Project(2) |  | 33,380       | 

RESOURCES(2)INFERREDContainedTonnes
    
    
    Grade
    
    
    Gold(g/t)
    
    
    (oz)(tonnes and ounces in thousands)Las Cristinas
      Project(3)
    
    229,626
    
    
    0.85
    
    
    6,276


________________Notes:

|(1) | The mineral reserves and resources for the Las Cristinas
      Project are based on estimates prepared by MDA (Steve Ristorcelli, P. Geo.
      and Thomas Dyer, P. Eng. of MDA were the Qualified Persons) in the 2007
      Technical Report Update. The mineral reserves
estimated by MDA are based on a US$550 per ounce gold price and
      cut-off grades ranging from 0.33 grams of gold per tonne to 0.57grams of
      gold per tonne depending on the mineral type. The mineral resources
      estimated by MDA are based on a cut-off grade of 0.5 grams of gold per
      tonne. See Las Cristinas Project  Mineral Reserves" and   Additional
  Mineral Resources.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5

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|(2) | Mineral resources are in addition to and do not include
      mineral reserves.          
|--- | -----------------------------------------------------------------------------------------
|    |                                                                                          
|(3) | The inferred resources are based on a cut-off grade of
      0.5 grams of gold per tonne.

LAS CRISTINAS PROJECT

The Las Cristinas MOC was
unilaterally terminated by the Venezuelan government in February 2011,
consequently, Crystallex no longer has rights to the reserves and resources at
Las Cristinas and has discontinued development activities. Following the
termination of the MOC, on February 16, 2011, the Company filed the Arbitration
Request against Venezuela. The claim is for breach of the Treatys protections
against expropriation, unfair and inequitable treatment and discrimination. The
Arbitration Request was registered by ICSID on March 9, 2011. The information
set out below and elsewhere in this Annual Information Form relating to the
Companys MOC, its exploration and development activities at Las Cristinas,
project approval and permitting process and reported gold resources and reserves
is for information and background purposes only and should not be interpreted as
being indicative of the Companys expectations regarding the future development
of Las Cristinas.

The information below is based
on, among other things, the 2007 Technical Report Update. Copies of the 2007
Technical Report Update are available for review on the SEDAR website at
www.sedar.com. The 2007 Technical
Report Update was the Companys Technical Report for purposes of NI 43-101 until
the cancellation of the MOC by the Venezuelan government in February 2011.

The 2007 Technical Report Update
is incorporated by reference into this Annual Information Form for purposes of
satisfying certain of the disclosure requirements of National Instrument 51-102
and Form 51-102F2 with respect to the Las Cristinas project including
mineralization, drilling, sampling, analysis and security of samples and
metallurgical test work.

Location and Property Description

The Las Cristinas project is
located in Sifontes Municipality in Bolivar State, Venezuela, approximately 6 km
west of the village of Las Claritas and approximately 360 km south of Puerto
Ordaz and 670 km southeast of Caracas.

The Las Cristinas project
encompasses four principal zones of mineralization including the Conductora
Cuatro Muertos and Potaso (termed Conductora for simplicity), Mesones  Sofia
(Mesones), Cordova and Morrocoy areas, which together constitute the Las
Cristinas Deposits. The Las Cristinas Deposits are located on four contiguous
areas, Las Cristinas 4, 5, 6 and 7, that total 3,885.6 Ha in extent.

6

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The relative locations of the Las Cristinas Deposits are shown
in the following map:



Mine Operating Contract

The Companys interests in the Las Cristinas Deposits derived
from:

- a Presidential decree pursuant to which the Government of Venezuela
  reserved for itself, through the Ministry of Energy and Mines, the direct
  exploration and exploitation of the gold ore located in the Las Cristinas
  Deposits and granted to the Ministry of Energy and Mines the right to contract
  with the CVG the activities required to carry out such exploration and
  exploitation;
- an agreement between the Ministry of Energy and Mines and the CVG pursuant
  to which the Ministry of Energy and Mines granted to the CVG the right to
  explore and exploit the gold ore located in the Las Cristinas Deposits and to
  enter into operation agreements with third parties for such purposes; and
- the MOC between the CVG and the Company dated September 17, 2002.

English language translations of
the Presidential decree, the agreement between the Ministry of Energy and Mines
and the CVG and the Mine Operating Contract referred to above are attached to
the Annual Information Form as Schedule D. On February 3, 2011, the MOC was
unilaterally terminated by the CVG.

7

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Accessibility, Physiography and Climate and Local Resources
and Infrastructure

***Accessibility***

The Las Cristinas project is
accessed by road, and is approximately five hours drive southeast from Puerto
Ordaz. The Troncal 10 route consists of a four-lane highway for approximately 55
km and continues for approximately 280 km thereafter as a well-maintained
two-lane paved road to the camp-site turn-off at Kilometre 84. From there, the
Project is accessed via a 19-kilometre all-weather, unsealed road, the upgrading
of which was completed by the Company in November 2005. The route of the
unsealed road was designed to bypass local villages.

Puerto Ordaz is a port city
located on the Orinoco River with access to the Atlantic Ocean and is served by
a number of airlines with numerous daily flights to Caracas and other major
cities in Venezuela. The nearest commercial airstrip to the Project is at El
Dorado, which is located approximately 100 km north of the camp-site towards
Puerto Ordaz. A charter flight from Puerto Ordaz to El Dorado takes
approximately one hour. An airstrip at Las Cristinas allows for the landing of
small aircraft.

***Physiography and
Climate***

The Las Cristinas project is
located in a flat area with scattered, rounded hills that reach a maximum height
of 30 m. The average elevation is 130 m above sea level. Four streams (the
Amarilla, Las Claritas, Sofia and Morrocoy) flow through the property. These
streams are sinuous due to the low topographic gradient across the Project area
and flood their banks at times during the wet season. About 900 Ha of the
Project area has been deforested during mining by itinerant miners. Hydraulic
mining has led to flooding of pits and the accumulation of poorly consolidated
tailings material which complicates access to the eastern part of the Project
area where mineralization is located closest to the surface.

The climate is tropical and
humid. Temperatures typically range from 22°C to 36°C and operations can be
conducted year round. Average annual rainfall is approximately 3.3 m, most of
which falls in hour-long cloudbursts during the day. Average annual evaporation
is approximately 1.8 m. The rainy season extends from May to October with a
short rainy season in December. Rainfall in the relatively dry season is usually
less intense than in the rainy season.

Undisturbed primary vegetation is
typical of the Sub-Amazon type rain forest. Large trees dominate the forest,
with their canopy up to 30 m above the ground. The forest floor is relatively
open. Secondary vegetation, which has now invaded the mined or otherwise
disturbed areas, consists of smaller trees, shrubs, creeping vines and various
grasses. This secondary growth tends to be denser than the primary
vegetation.

***Local Resources and
Infrastructure***

There is sufficient
infrastructure in the region to support mining operations. Additional personnel
would however, have to be brought in for construction and mining operations. It
was estimated that approximately 400 individuals would be employed at the height
of production. All salaried supervisory and technical labour, other than a few
expatriate positions, were expected to be Venezuelan nationals. It was expected
that over time, Venezuelan personnel would occupy all of the positions initially
staffed with expatriates. There is ample water and land surface for mining,
plant sites and tailings disposal.

An existing construction camp was
refurbished by the Company. The administration offices and dining facilities
were fully functioning.

Power requirements were forecast
to increase from an average of about 10 MW at the commencement of construction
to about 30 MW at full production. A 400 KVA power line (with a capacity of 300
MW and a current demand of approximately 100 MW) runs within 6 km of the Las
Cristinas project to supply power to Brazil. The Government of Venezuela has
installed a substation near the town of Las Claritas that is capable of
supplying the Las Cristinas project. Power to the site was planned to be carried
via a new overhead power line, a distance of approximately 6 km, and was to
terminate at a new substation located on the Las Cristinas project.

8

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Geology and Mineralization

***Regional
Geology***

The Las Cristinas project is
located in the granite-greenstone terrain of the Guyana Shield. The Guyana
Shield underlies the eastern part of Venezuela, Guyana, Surinam, French Guiana
and parts of northern Brazil and was contiguous with parts of west Africa prior
to the opening of the Atlantic Ocean in the Jurassic period. Three major
geologic subdivisions have been established for the Guyana Shield: Archean rocks
older than 2.5 billion years consisting of high-grade metamorphic gneiss, local
charnockite and widespread granitoid bodies; sedimentary and volcanic rocks of
Early Proterozoic age which have undergone compressional tectonism and
metamorphism and were intruded by syn-orogenic granites of Trans-Amazonian
Orogeny; and mid-Proterozoic continental clastic units of Roraima Formation
which unconformably overlie the Early Proterozoic rocks.

***Local
Geology***

*Weathered Profile*

The weathered profile at Las
Cristinas includes an upper layer of ferralitic soil (up to 2 m thick) overlying
a thin mottled clay zone (averaging 2 m thick), which in turn overlies a
saprolite zone, which is generally 20 m to 60 m thick and locally over 90 m
thick. The saprolite is subdivided into an upper oxide saprolite horizon, which
is practically devoid of copper, and a lower sulphide bearing saprolite horizon
that is enriched in copper. The oxide saprolite is red ochre in colour while the
sulphide saprolite has a greenish hue. The oxide and sulphide saprolite contact
is sharp in some areas of the deposit, while in others is separated by a
transitional zone, called mixed saprolite, which contains both metal oxide and
sulphide minerals. The saprolite typically overlies saprock; material in which
the texture of the original rock is evident, but which is soft due to the
abundance of clay minerals generated by weathering. The saprock layer ranges in
thickness from a few metres to a few tens of metres in extreme cases. The upper
50 m of bedrock is characterized by centimetre-sized vugs and voids derived from
the weathering of carbonate veins and carbonate matrix. This zone is termed
carbonate-leached bedrock.

*Structure*

Two major fabric orientations are
  evident throughout the Las Cristinas Deposits. The older foliation
    (S1) consists of a moderately to intensely developed cleavage
  that is sub-parallel to bedding. The S1 foliation strikes
    north-south and dips at about 40° to the west in the Conductora area. This
  foliation rotates in the Cordova and Mesones areas to a northwest strike and a
  steeper dip of 30° to 70° to the southwest. The S1 foliation
    contains a strong stretching lineation that plunges to the southwest and
probably relates to fabric development in a major, regional shear zone.

The S2 fabric is
  a spaced foliation that is axial planar to kink-folds. It strikes southeast and
  dips gently (about 36°) to the northeast.

A northeast-striking post mineral
fault separates the Conductora  Cuarto Muertos  Sofia area from the Mesones 
Morrocoy  Cordova zone. The fault zone is intruded by steep, southeast 
dipping post-mineral diorite-gabbro dykes.

The Las Cristinas Deposits are
cut by a system of post-mineral dioritic dykes that dip shallowly to the
southeast and are arranged in an upward-stepping en echelonpattern.

*Alteration*

Various alteration assemblages
are evident in the Las Cristinas Deposits. These include:

- Widespread albite development in veins and as replacements of other
  minerals;
- Potassic alteration occurs as K-feldspar replacements and veins. However a
  pervasive secondary biotite  magnetite assemblage is the dominant expression
  of K-silicate alteration throughout the Las Cristinas Deposits. Calcite is
  associated with the biotite-magnetite assemblage;
- Quartz-tourmaline assemblages with minor topaz;

9

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- Quartz-muscovite-pyrite constitutes phyllic alteration and;
- Ubiquitous iron-rich chlorite, epidote and calcite which are superimposed
  on the alteration assemblages described above. This superimposition is evident
  in the common partial replacement of secondary biotite and tourmaline by
  chlorite.

Alteration minerals in the Las
Cristinas Deposits have a roughly concentric distribution. The exception is
albite, which is widespread and appears to predate the majority of the other
alteration assemblages. Quartz-tourmaline alteration is most strongly developed
in near-vertical breccia pipes in the Mesones - Sofia area where it occurs with
traces of topaz. Tourmaline decreases in abundance in all directions away from
the Mesones - Sofia centres. K-silicate alteration extends from Mesones - Sofia
to the footwall of the mineralized zone in the east, to the southern margin of
the Conductora area in the south and to the western part of the Cordova area in
the west. K-silicate alteration is represented by the ubiquitous secondary
biotite  magnetite assemblage, whereas K-feldspar is concentrated in the
Mesones - Sofia area. The chlorite-calcite-epidote assemblage is located
outboard of, and superimposed on, the K-silicate zone. Phyllic alteration is
most strongly developed in the upper parts of the Mesones  Sofia breccia
pipes.

***Mineralization***

*Primary mineralization in
hard rock*

Sulphide content in the Las
Cristinas Deposits is highest in the Mesones deposit where the quartz-tourmaline
breccias contain up to 30% total sulphides locally with an average total
sulphide content of approximately 5%. Sulphide content decreases southward into
the Conductora deposit where the maximum sulphide content is up to 5% locally
with an average of approximately 2%. This change in sulphide content is
accompanied by a change in sulphide species: pyrite-chalcopyrite in the Mesones
area is associated with minor molybdenite, whereas the content of chalcopyrite
and molybdenite decrease southwards in the Conductora deposit and westwards into
the Cordova area. The sulphide assemblage in the southern part of the Conductora
deposit and to the west in the Cordova zone is strongly dominated by pyrite with
minor chalcopyrite and no molybdenite.

On a microscopic scale, gold can
be found as free grains in quartz and as blebs and fracture fillings in pyrite
and/or chalcopyrite. In the Conductora deposit, gold grade is crudely
proportional to sulphide content to the extent that gold grade can be roughly
estimated from the sulphide content of the interval. However, this relationship
breaks down in the Mesones deposit where significantly higher sulphide content
does not coincide with significantly higher gold grades: in fact, the average
grade of Mesones is very similar to that of the Conductora deposit (1.1 g/t gold
in Mesones versus 1.2 g/t gold in Conductora). The bulk of the economic
mineralization is hosted by the biotite-magnetite alteration, although some of
the highest-grade gold mineralization is hosted by the cross-cutting
epidote-calcite-chlorite veins.

Chalcopyrite is essentially the
only copper mineral in the hard rock beneath the saprolite; hence copper grades
correlate directly with chalcopyrite content in the Las Cristinas Deposits. In
contrast to the average gold grade of the Mesones and Conductora deposits being
similar, the average copper grade of the Mesones deposit is approximately triple
that of Conductora (0.10% in Conductora versus 0.29% in Mesones). The average
grade of copper in the Las Cristinas Deposits is 0.11% .

Sulphides occur as replacements,
disseminations, clots, blebs, sulphide veinlets and also in veinlets with quartz
and other alteration minerals throughout the Las Cristinas Deposits. The higher
sulphide content in the Mesones deposit is evident in more extensive
replacements and denser disseminations than are evident in the Conductora or
Cordova areas. Many sulphide grains and stringers lie within the plane of the
foliation while many disseminations and blebs cut across the S1 foliation. Areas of intense cleavage development are characterised by sulphide blebs that are flattened into the plane of the S1 foliation. The majority of quartz-carbonate-sulphide veinlets lie in
the plane of the foliation. Veinlets that cross-cut the foliation show
successive rotation into the plane of the foliation in areas of stronger fabric
development. These features are interpreted to indicate that sulphide
mineralization, and therefore copper and gold mineralization, occurred during and partially post-dated, S1 cleavage development. Sulphide accumulations are clearly folded by, and hence predate, the
S2 foliation.

Mineralization occurs in sub-parallel units
  that dip to the west at about 40° parallel to bedding and to the
  S1foliation. Well mineralized zones coincide with moderate to intense
  cleavage development and fragmental metavolcanic units and the poorest mineralization is in
competent metavolcanic units such as basaltic lava flows in which cleavage is
typically poorly developed. The important role that stratigraphy plays in
hosting mineralization dictates that the deposit is stratiform, consisting of
well mineralized zones separated by poorly mineralized units typically composed
of impermeable basalt lava flows. Intrusive stocks, which cross-cut
stratigraphy, are similarly poor hosts for mineralization due to their
mechanical competence and related poor permeability.

10

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Down-dip continuity of
mineralized zones has proved to be excellent in deep drilling. The overall true
thickness of the gold mineralization envelope throughout the Conductora deposit
reaches a maximum width of 500 m. Some individual higher-grade gold zones
(>1g/t) exceed 100 m in thickness. Please see Figure 9.1 of the 2007
Technical Report Update for a graphic depiction of the distribution of gold
mineral zones on cross section.

*Saprolite*

The copper content of the upper
part of the saprolite is minimal due to natural oxidation and subsequent
leaching of copper minerals in the oxide saprolite. The dissolved copper
precipitates as secondary minerals in the sulphide saprolite, forming a copper
blanket; a layer that is enriched in copper and which consists mainly of
secondary copper minerals. The Las Cristinas Deposits contain a poorly developed
copper blanket that is typically 5-20 m thick and which contains chalcopyrite,
chalcocite and covellite in addition to pyrite.

Gold mineralization is largely
unaffected by oxidation and its grade and distribution throughout the saprolite
is similar to that of the original hard rock prior to weathering. Hence,
alternating zones of good and poor gold grade as described above, can be traced
through the saprolite from the hard rock below.

Drilling, Sampling and Data Verification

Detailed exploration work on the property was carried out by
Placer Dome Inc. (Placer), the previous holder of an interest in the Las
Cristinas Deposits. The work included:

- mapping and rock sampling (geologic mapping was done at scales of 1:5,000
  and 1:500 and over 1,200 samples were collected);
- soil sampling (approximately 3,700 samples were taken from upper saprolite
  on a 50 m by 100 m grid in the main mineralized zones and on a 50 m by 200 m
  grid in the peripheral areas); soil samples were analyzed for gold;
- drilling of 1,174 drill holes totalling over 150,000 m;
- geophysics (ground and airborne-magnetic programs, as well as induced
  polarization, radiometric and transient electromagnetic surveys); and
- tailings evaluation.

The work performed by Placer culminated in a comprehensive
feasibility study in 1996, which was subsequently updated in 1998.

Under the MOC, the Company
obtained an electronic database that included results of drilling, as well as
topographic, geologic and engineering data derived from previous work completed
by Placer. The database included geological information on 160,600 m of drilling
and trenching, 162,806 gold assays, 145,547 copper assays, 60,655
cyanide-soluble copper assays and 145,221 silver assays. As part of the
preparation of the MDA Report, MDA visited the Las Cristinas site in October
2002 and found drill pads, drill collars, drill cores and samples and
photographs of core that supported the method of work that Placer reported to
have been used in the exploration and evaluation of the Las Cristinas Deposits.
In addition, MDA took independent samples of core, pulps and coarse rejects as
part of the verification process. MDA concluded that Placers exploration and
sampling procedures conformed to, or exceeded, industry standards.

In 2003, the Company completed a
six-week, 2,199 m drill program designed to validate the historic project work.
MDA was on site for the first three weeks of the program. The program included
12 diamond drill holes from which 1,016 half-core samples were taken for
analysis. In addition, the Company analyzed 341 quarter cores, 198 coarse rejects and 259 pulps left at the site by Placer. As
part of the verification program, blanks and standards were systematically
inserted into the sample stream. MDA supervised drill sampling, sample
collection and sample packaging for the first half of the program. Independent
laboratories conducted sample preparation and assaying. MDA also took
independent core samples to verify the work completed by the Company and
requested that existing drill hole collars be surveyed by an independent
contractor. As part of the MDA Report and following the completion of the
verification program, MDA concluded that the Las Cristinas database could be
used for feasibility level study and mineral reserve and resource
estimation.

11

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The Company completed an 18-hole,
7,131 m drill program in 2004 and a further 5,419 m in 14 bore holes in 2005.
Drilling in these two programs was focussed in the western and southern parts of
the modeled Conductora pit shell. The objective of these programs was to infill
drill sparsely drilled areas to upgrade resource classification and ultimately
increase the reserve.

The Company completed a 46-hole
drill program (13,574 metres) producing 12,178 samples from November 2006
through to February 2007. The drilling program focused on three areas of the Las
Cristinas property: (1) the western margin of the planned Conductora pit where
mineralization is open at depth down-dip; (2) the extreme southwest of the
planned Conductora pit where a sheet of relatively shallow ore was discovered in
the hanging wall of the main Conductora ore zone in previous drilling; and (3)
the Morrocoy zone which lies in the northern part of the property. Known
mineralization in the Morrocoy zone has similar characteristics to that of the
Conductora area which contains the bulk of the known mineral ore reserves at Las
Cristinas. Previous drilling of the Morrocoy zone was relatively wide-spaced to
the extent that known mineralization there is classified as an inferred mineral
resource. The Company believes that there is sufficient continuity of
mineralization at Morrocoy to warrant denser drilling with the objective of
upgrading the inferred mineral resources to the measured and indicated category.
If this objective is achieved, the Morrocoy zone could contribute to an increase
in the overall mineral reserves at Las Cristinas.

MDA was contracted to undertake
the updated reserve and resource estimate incorporating the results of the
2006-2007 drilling program. The revised reserve and resource estimate was
prepared by MDA under the direction of Steven Ristorcelli, P. Geo. and Thomas
Dyer, P.Eng., both independent qualified persons for the purposes of National
Instrument 43-101, with geological and sampling input from Dr. Richard Spencer,
P. Geo., formerly the Companys Vice President Exploration, who is a qualified
person for the purposes of National Instrument 43-101. Measured and Indicated
Mineral Resources are that part of a mineral resource for which quantity and
grade can be estimated with a level of confidence sufficient to allow the
application of technical and economic parameters to support mine planning and
evaluation of the economic viability of the deposit. An Inferred Mineral
Resource is that part of a mineral resource for which quantity and grade can be
estimated on the basis of geological evidence and limited sampling are
reasonably assumed, but not verified.

Drilling was undertaken by
Majortec of Moncton, New Brunswick. The program was managed by Mr. Gustavo
Rodriguez, M.Sc., Chief Geologist - Las Cristinas, under the direction of Dr.
Richard Spencer, P.Geo., formerly the Companys VP Exploration, who is a
Qualified Person for the purposes of National Instrument 43-101 -Standards of
Disclosure for Mineral Projects. Quality Assurance and Quality Control (QAQC)
procedures were managed by an external consultant, Mr. Trevor Nicholson, B.Sc.
Chem., of Nicholson Analytical Consulting (NAC) of Comox, British Columbia, who
is an Assay Chemist by training. NAC reviewed the proposed QAQC procedures prior
to drill start-up and subsequently audited field procedures. Mr. Nicholson was
on site for about 40% of the duration of the program. All assay results from
this drill program were sent to Mr Nicholson directly by the assay laboratory,
Societe Generale de Surveillance (SGS) in Lima, Peru, for QAQC review. Mr
Nicholson had the Companys authorization to request re-assay of sample
sequences which failed QAQC. Only once samples had passed QAQC were the results
deemed acceptable by the Company. Although only involved in the design of the
QAQC program, NAC noted no irregularities in any areas of the drill program. Mr.
Steven Ristorcelli, of MDA, undertook an on-site review of logging, sampling and
QAQC procedures during the drill program.

Assays were conducted on 1⁄2 NQ core sampled at continuous
one-metre intervals. Certified standards were inserted at an average of one per
20 samples, field blanks at one per 30 samples, while both ten mesh and
quarter-core duplicates were inserted at intervals of approximately 50 samples.
Duplicates of pulps and 10-mesh material were taken at intervals of
approximately 1 in 50 samples for assay by a second, independent laboratory. The
core samples were prepared by SGS at their facility in El Dorado, Venezuela and
analysis of the samples was done by SGS in Lima, Peru. Assay results were
reported to NAC who communicated directly with personnel at SGS in Lima
regarding assays that initially failed QAQC. Once the reassay results had met
the QAQC requirements, NAC forwarded the QAQC-compliant data to MDA and the Company for incorporation into
their respective databases. The independent laboratory used for check assays on
pulp and 10-mesh duplicates was ALS-Chemex in Lima, Peru.

12

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Mineral Reserves

The estimated mineral reserves at the Las Cristinas project as
at December 31, 2010, were last estimated in the 2007 Technical Report Update:

|         |  | **Mineral Reserves(1)** |  |  | Average Grade |  |  | Contained Gold   | 
|-------- |  | ----------------------- |  |  | ------------- |  |  | ---------------- | 
|         |  | (tonnes  000s)        |  |  | (g/t)         |  |  | (ounces  000s) | 
|Proven   |  | 112,761                 |  |  | 1.24          |  |  | 4,483            | 
|Probable |  | 351,601                 |  |  | 1.10          |  |  | 12,379           | 
|Total    |  | 464,362                 |  |  | 1.13          |  |  | 16,862           | 

_______________Notes:

|(1) | The mineral reserves estimated by MDA are based on a
      US$550 per ounce gold price and cut-off grades ranging from 0.33 grams of
      gold per tonne to 0.57 grams of gold per tonne depending on the mineral
      type.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Additional Mineral Resources

The estimated additional mineral
resources at the Las Cristinas project were last estimated in the 2007 Technical
Report Update:

|                                   |  |                         |  |  | Average Grade |  |  | Contained Gold   | 
|---------------------------------- |  | ----------------------- |  |  | ------------- |  |  | ---------------- | 
|                                   |  | Mineral Resources(1)(2) |  |  |               |  |  |                  | 
|                                   |  | (tonnes  000s)        |  |  | (g/t)         |  |  | (ounces  000s) | 
|                                   |  |                         |  |  |               |  |  |                  | 
|Measured                           |  | 33,380                  |  |  | 0.84          |  |  | 897              | 
|Indicated                          |  | 131,641                 |  |  | 0.71          |  |  | 3,002            | 
|Total Measured and
      Indicated |  | 165,021                 |  |  | 0.73          |  |  | 3,899            | 
|                                   |  |                         |  |  |               |  |  |                  | 
|**Total
      Inferred**           |  | 229,626                 |  |  | 0.85          |  |  | 6,276            | 

____________________Notes:

|(1) | The resources are estimated to the standard and
      requirements stipulated in NI 43-101 and meet Canadian Institute of Mining
      classifications. The mineral resources estimates are based on a cut-off
      grade of 0.5 grams of gold per tonne.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                           
|(2) | Mineral resources are in addition to and do not include
      mineral reserves.                                                                                                                                                                           

2007 Technical Report Update

In September 2003, SNC-Lavalin
and other independent consultants (including MDA) completed the 20,000 TPD
Feasibility Study. The 20,000 TPD Feasibility Study was approved by the CVG in
accordance with the terms of the MOC in March 2004.

In August 2005, SNC-Lavalin and other independent consultants
(including MDA) completed the 2005 Development Plan, a comprehensive update of
the 20,000 TPD Feasibility Study. The 2005 Development Plan was commissioned to
incorporate a number of design enhancements and to include a review of capital
and operating cost estimates.

In November 2007, MDA and other independent consultants
(including SNC-Lavalin) completed the 2007 Technical Report Update on the Las
Cristinas Project which updates components of the 2005 Development Plan. The
2007 Technical Report Update incorporates several factors, including:

- A 46-hole, 13,574 m drill program that was completed by the Company in
  2007, results of which were press released on May 1, 2007 and June 22nd, 2007.
- A new pit design based upon a $550 per ounce gold price.
- Revised estimates of capital and operating costs.

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The 2007 Technical Report Update
served as the Companys NI 43-101 compliant technical report until the
cancellation of the MOC by the Venezuelan government in February 2011. The
conclusions, estimates and findings of the 2007 Technical Report Update are set
out below.

- Mining.Mining at Las Cristinas will be by conventional open-pit
  methods using excavators and haul trucks. The production schedule contemplated
  under the 2007 Technical Report Update provides for processing 20,000 tonnes
  of ore per day (7.3 million tonnes annually), an overall stripping ratio of
  1.38:1 and an expected mine life of 64 years.
- Processing and Recovery.Processing will consist of crushing,
  semi-autogenous primary grinding and secondary ball mill grinding. A gravity
  circuit is contemplated to recover free gold. Gold extraction will be achieved
  using a conventional carbon-in-leach circuit. Under this method of recovery, a
  slurry of gold ore, carbon granules and cyanide are mixed together, the
  cyanide dissolves the gold content and the gold is adsorbed onto the carbon
  and the loaded carbon is separated from the slurry for further processing.
  Gold is removed from the loaded carbon by pressure stripping the carbon to
  produce a pregnant eluate solution, electrowinning the solution to produce
  gold cathodes and smelting the cathodes to produce gold doré. Pilot-plant
  metallurgical testing conducted under the supervision of an independent
  consultant during the feasibility study resulted in an overall recovery rate
  of 88.7% for the planned ore blend.The average annual gold production
  contemplated is 233,000 ounces for the life of mine and 252,000 ounces for the
  first five years.
- Reserves. Reserves at Las Cristinas were calculated using a US$550
  per ounce gold price. The pit design and other physical parameters and costs
  were updated from previous estimates. At US$550 per ounce, proven and probable
  reserves at Las Cristinas are 464 million tonnes grading 1.13 g/t containing
  16.86 million ounces of gold. The strip ratio was decreased from 1.57:1 to
  1.38:1.
- Capital Costs.Based on the 2007 estimate, capital costs for Las
  Cristinas are forecast to be approximately US$356 million, an increase of
  approximately 22% from the 2005 estimate. In addition, sustaining capital
  totalling US$573 million over the 64 years of the mine will be required.
- Cash Operating Costs.The 2007 estimated average total cash
  operating costs are approximately US$306 per ounce (excluding royalties) and
  $346 per ounce (including royalties at $550 per ounce) for the life of mine.
  Estimates for operating costs increased from US$7.66/tonne of ore to
  US$9.80/tonne of ore, largely due to revisions in costs and quantities of
  operating supplies, maintenance supplies and power, revision of staffing
  levels and labour rates and changes to the mining plans including updates to
  the mineral resource and mineral reserve estimates. Operating cost estimates
  were not significantly affected by the near-global climb in energy costs, a
  reflection of Venezuelas extremely low, stable prices for fuel.

Engineering, Procurement and Construction Management

On March 25, 2004, following
completion of a competitive bidding process, the Company entered into an
Engineering, Procurement and Construction Management Contract (the EPCM
Contract) with SNC-Lavalin relating to the development of the Las Cristinas
project.

Detailed engineering and design
for the Las Cristinas project was 98% complete by the end of 2005. All long lead
time equipment for Las Cristinas was also purchased during 2004 and 2005 at a
cost of $61 million. The Company sold some equipment in 2009 and is in the
process of selling the remaining equipment.

The 2007 revised capital cost
estimate to construct Las Cristinas was $356 million. Included in this estimate,
was an amount already spent on engineering and other technical services.

Prior to the write down of $297
million in 2009, the Company had capitalized $336 million relating to Las
Cristinas. In addition to expenditures on engineering services and equipment,
the balance of the capitalized costs were for items such as camp security,
catering and housekeeping, reserve drilling programs, environmental work,
community relations projects, among others.

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Las Cristinas Project and Arbitration Request

On September 17, 2002, the
Company entered into a non-assignable MOC with the CVG, acting under the
authority of the Ministry of Energy and Mines of Venezuela, under which the
Company was granted the exclusive right to explore, develop and exploit the Las
Cristinas 4, 5, 6 and 7 concessions including the processing of gold for its
subsequent commercialization and sale. The Las Cristinas Project is one of the
worlds largest undeveloped gold deposits with Measured and Indicated resources
of 21 million ounces of gold containing 17 million ounces of proven and probable
reserves calculated at a gold price of $550 per ounce. The Companys exploration
efforts indicate that gold mineralization at Las Cristinas remains open at depth
and in certain areas at surface. Las Cristinas thus has considerable potential
to grow even further.

With the approval of the
Feasibility Study in 2004 and the Environmental Impact Study (EIS) in 2007,
the CVG was formally notified in May 2007 by the Vice-Minister of MinAmb that
all requirements had been fulfilled for the issuance of the Permit which is
required to commence construction of the mine. The Company then proceeded to
post the required construction guarantee bond and paid the environmental
disturbance taxes. In June, 2007, the CVG confirmed that the approval of the
EIS, the posting of the construction guarantee bond and the payment of the
environmental disturbance taxes represented the final and conclusive step in the
procedure for the issuance of the Permit. The Company adhered to the legal
framework applicable to the Las Cristinas Project with respect to obtaining the
Permit and fully complied with its obligations under the MOC, as acknowledged on
various occasions by the CVG and the Ministry of Basic Industries and Mining
(MIBAM).

In April, 2008, the Director
General of the Administrative Office of Permits at MinAmb issued a letter to the
CVG denying its request for the Permit. In May 2008, the Company filed a
challenge to this denial. This challenge was denied by the Director General on
May 30, 2008 and the Company was advised by the Director General to appeal
directly to the Minister of MinAmb.

On June 16, 2008, the Company
filed an appeal (the Appeal) with the Minister of MinAmb. The Company has not
received a response to this Appeal. In accordance with Venezuelan law, a
decision should have been rendered within 90 business days of the appeal, that
is by October 31, 2008. No decision was ever rendered. On April 21, 2009, the
Workers Union of Crystallex de Venezuela C.A., as an interested party, filed
before the Political Administrative Chamber of the Supreme Tribunal of Justice
an action for annulment (recurso de nulidad) against MinAmb in view of the lack
of response within the prescribed period provided in the Organic Law of
Administrative Proceedings (LOPA).

In August 2008, the Company, at
the request of the Vice-Minister of MinAmb, filed a report that dealt with
modifications to the project, which were accepted by the Vice-Minister. The
Vice-Minister of MinAmb issued an official letter which indicated that the
modifications complied with government guidelines on environmental and social
matters. The letter further noted that the foregoing was relevant in the context
of the decision to be made by the Ministry of MinAmb with respect to the
Permit.

On November 24, 2008, the Company
delivered a letter to the Government of Venezuela notifying it of the existence
of a dispute between the Company and Venezuela under the Treaty. Following
delivery of the notification letter, the Treaty allows for a six month amicable
period to settle disputes prior to submitting a dispute to arbitration. This six
month amicable period lapsed at the end of May 2009, at which time the Company
had the option of submitting its dispute to international arbitration under the
terms of the Treaty. The Company chose not to submit its dispute to
international arbitration at that time as it continued to seek a resolution of
the notified dispute, including the possibility of securing a strategic
joint-venture partner acceptable to the Venezuelan Government. During this
period, the Company continued to remain in full compliance with the terms of the
MOC. The Venezuelan Government ultimately failed to propose any resolution to
the notified dispute.

The Company has fully and
continuously complied with all its obligations under the MOC and has advanced
Las Cristinas to a shovel ready state while awaiting the issuance of the
Permit from MinAmb. The latest confirmation of compliance with the MOC was
received from the CVG in August 2010. Notwithstanding its compliance with the
MOC, the fulfilment of all the requisite conditions for the grant of the Permit
and assurances that the Permit would be granted, on February 3, 2011, the
Company received a letter from the CVG which stated that the MOC has been
unilaterally terminated by the CVG citing as the basis for the termination of
the MOC, the Companys lack of activity to progress the Las Cristinas Project for more than one year
and  for reasons of opportunity and convenience. The Company believes
that the rationale provided for the termination of the MOC is baseless and
furthermore that the unilateral termination was conducted in a manner which, in
itself, violates Venezuelan law.

15

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On February 16, 2011, the Company
filed the Arbitration Request before ICSID against Venezuela pursuant to the
Treaty. The arbitration has been commenced as a result of the failure of the
Government of Venezuela to grant the Permit, despites fulfilment of all
conditions established by Venezuela, and the arbitrary unilateral termination of
the MOC. The claim is for breach of the Treatys protections against
expropriation, unfair and inequitable treatment and discrimination. The Company
is seeking the restitution by Venezuela of Crystallexs investments, including
the MOC, and the issuance of the Permit and compensation for interim losses
suffered, or, alternatively full compensation for the value of its investment in
an amount in excess of US$3.8 billion.

As a precondition for initiating
an arbitration under the Treaty, the Company notified Venezuela that it has
waived its right to commence or continue any other proceedings in relation to
the measures that are alleged to be in breach of the Treaty before the courts or
tribunals of Venezuela or in a dispute settlement procedure of any kind,
including the Appeal. The Company believes the CVGs termination was unlawful
and without merit. The Company notified the CVG that it will not appeal the
CVGs unilateral termination of the MOC, but rather will seek redress under the
Treaty, as required pursuant to the terms of the Treaty.

On March 9, 2011 the Arbitration
Request was registered by the Secretary-General of ICSID. The next step in the
arbitration process is the constitution of a Tribunal which will establish among
other things the procedural calendar for the Arbitration. The Arbitration
procedure allows for the Companys filing of its written submission and
accompanying evidence; a response from Venezuela and accompanying evidence; oral
hearings and a written reasoned decision by the Tribunal which could be
contested by either party. This process can last a number of years in the
absence of a negotiated settlement with Venezuela.

The Companys current focus is
the pursuit of the arbitration claim. At the same time, the Company is
implementing its withdrawal from Las Cristinas and the handover of the property
to the Government of Venezuela.

WRITE DOWN OF THE CARRYING VALUE OF LAS CRISTINAS

On December 31, 2009, the Company
assessed the Las Cristinas Project for impairment based on the guidance in EIC
174 "Mining Exploration Costs", AcG11 "Enterprises in the Development Stage",
and CICA Handbook Section 3063, Impairment of Long-Lived Assets and concluded
that, despite its continued efforts to secure the Permit and pursue accretive
transactions in respect of the Las Cristinas Project, a non-cash write-down of
the carrying value should be recorded as at December 31, 2009 based on certain
impairment triggers noted including, but not limited to, the permitting delays
described in Note 1. The Company determined that, among other things, the
uncertainty regarding the Permit had a significant impact on the estimated
future net cash flows associated with the Las Cristinas Project and on
recoverability of the carrying value of the asset. Accordingly, the Company
recorded a non-cash write-down of $297.1 million as at December 31, 2009
relating to all mineral property costs, except the carrying value of the
remaining mining equipment.

The Company conducted similar
impairment assessments as at the end of each quarter in 2010 and for similar
reasons to those indicated above; the Company recorded additional non-cash
write-downs totalling $12.5 million. In addition, the Company recorded a
provision of $2.2 million against Venezuelan value-added taxes recoverable
(VAT) from cumulative expenditures incurred on Las Cristinas. This provision
was recorded as the VAT is only recoverable from future operations at Las
Cristinas and cannot be transferred or assigned.

16

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As a result of the termination of
the MOC, the Company also tested the mine equipment for recoverability at
December 31, 2010. As a result, the Company recorded an impairment charge of
$6.4 million related to its mining equipment. Fair value was determined based on
a range of estimated future net cash flows expected to arise from the future
sale of the mine equipment, on the basis that this represents management likely
course of action.

The Companys main focus since
receiving the MOC from CVG in September, 2002, was the development of Las
Cristinas. The Company incurred costs such as interest on the Notes and general
and administrative costs which have not been capitalized for accounting
purposes. Accordingly, the write-downs relate only to the costs capitalized for
accounting purposes and do not include the indirect costs which have been
expensed by the Company in its pursuit of the development of Las Cristinas.

These write-downs of the Las
Cristinas Project are based on accounting principles only, and are thus without
prejudice to the legal qualification that the Venezuelan measures may be given
under Venezuelan or international law (including the Treaty).

STRATEGIC PARTNERSHIP DISCUSSIONS

On June 7, 2010 Crystallex announced a proposed transaction
with China Railway Resources Group Co. Limited ("CRRC") to create a strategic
partnership to develop Las Cristinas. CRRC is the resource subsidiary of China
Railway Engineering Corporation ("CREC") which is the worlds largest
contracting and engineering company and one of Chinas largest state-owned
companies with its majority shareholder being the Peoples Republic of China.
The proposed transaction was never completed.

CRRC previously provided Crystallex with a $2.5 million loan,
repayable on demand. This loan was advanced to the Company as a component of
developing the strategic relationship.

DISCONTINUED OPERATIONS

***Overview***

On October 1, 2008, the Revemin
mill and related assets located in El Callao, Venezuela reverted by contract to
the State of Venezuela as a result of the expiry of the operating agreement
relating to the mill. At the same time, the Company ceased all mining operations
at the Tomi and La Victoria mines which supplied ore to the Revemin mill.
Subsequent to October 1, 2008, all mill operating employees at Revemin and some
of the mining employees accepted offers of employment with Minerven, a
Venezuelan state owned. The Company paid Minerven compensation for all severance
costs relating to those employees whose employment was assumed by Minerven and
has terminated most of the remaining mining employees. In December 2009, the
Company transferred to Minerven the Tomi, La Victoria and Lo Increible 4C and 4D
mining concessions which did not form part of the mill contract. The Company is
currently revising its reclamation plans for certain previous mining and
processing activities at El Callao and estimates that $3.5 million
(undiscounted) may be incurred to remediate the affected areas. The Company
maintains a small workforce to oversee reclamation activities.

***Mine
Production***

The annual production and results
of operations from the Tomi and La Victoria operations for each of the three
years ended December 31, 2010 is set out below:

|                               |   | 2010   |   |   | 2009   |   |   | 2008    |  
|------------------------------ | - | ------ | - | - | ------ | - | - | ------- | -
|                               |   |        |   |   |        |   |   |         |  
|                               |   |        |   |   |        |   |   |         |  
|Mining revenues                | $ | -      |   | $ | -      |   | $ | 14,421  |  
|Expenses                       |   | (2,138 | ) |   | (1,975 | ) |   | (18,334 | )
|Loss from operations           | $ | (2,138 | ) | $ | (1,975 | ) | $ | (3,913  | )
|                               |   |        |   |   |        |   |   |         |  
|Gold Production (ounces)       |   |        |   |   |        |   |   |         |  
|Tomi Open Pits                 |   | -      |   |   | -      |   |   | 6,530   |  
|Tomi Underground               |   | -      |   |   | -      |   |   | 3,856   |  
|La Victoria                    |   | -      |   |   | -      |   |   | 6,488   |  
|Purchased Material             |   | -      |   |   | -      |   |   | 1,011   |  
|Total gold production (ounces) |   | -      |   |   | -      |   |   | 17,885  |  
|Gold sold (ounces)             |   | -      |   |   | -      |   |   | 19,677  |  
|Average realized gold price    |   | -      |   |   | -      |   | $ | 733     |  
|Average spot gold price        |   | -      |   |   | -      |   | $ | 897     |  
|                               |   |        |   |   |        |   |   |         |  

17

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DESCRIPTION OF SHARE CAPITAL AND RELATED INFORMATION

Authorized Capital

The share capital of the Company
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. As
at December 31, 2010, there were 364,817,719 common shares, no Class A
preference shares and no Class B preference shares issued and outstanding.

The following is a summary of the
material provisions attached to the common shares, the Class A preference
shares and the Class B preference shares.

Common Shares

Each common share entitles the
holder to receive dividends if, as and when declared by the directors, to have
one vote at all meetings of holders of common shares and to participate rateably
in any distribution of the assets of the Company upon liquidation, dissolution
or winding-up, subject to the prior rights of holders of shares ranking in
priority to the common shares.

Class A Preference Shares and Class B Preference
Shares

The Class A preference shares
and the Class B preference shares are issuable in series. Each 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 the Company, subject to the provisions attached to the Class A
preference shares as a class or the Class B preference shares as a class. The
Class A preference shares and the Class B preference shares each rank ahead
of the common shares with respect to the distribution of assets of the Company
upon liquidation, dissolution or winding-up.

Shareholder Rights Plan

A new shareholder rights plan
(the Rights Plan) was adopted by the board of directors on June 22, 2006
replacing the original shareholder rights plan of the Company dated March 10,
1997 (the Original Rights Plan), which expired at the termination of the
Companys 2006 general and special meeting of shareholders held on the same
date. The Rights Plan was confirmed at a special meeting of the Companys
shareholders held on October 30, 2006. The Rights Plan is subject to
reconfirmation at every third annual meeting of shareholders until its expiry on
June 22, 2016. If the shareholders do not reconfirm the Rights Plan, the Rights
Plan will terminate and cease to be effective at that time. The Rights Plan was
reconfirmed at the annual meeting of shareholders held on June 24, 2009.

The Rights Plan is designed to
ensure the fair treatment of shareholders in connection with any takeover bid
for the Company and to provide the board of directors and shareholders with
sufficient time to fully consider any unsolicited takeover bid. The Rights Plan
also provides the board with time to pursue, if appropriate, other alternatives
to maximize shareholder value in the event of a takeover bid.

Pursuant to the Rights Plan, one
right (a Right) is attached to each outstanding common share of the Company
held by shareholders of record at the close of business on the record date. 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 of the Company) 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 Rights Plan.

In order to constitute a
Permitted Bid, an offer must be made in compliance with the Rights 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 period of ten
business days.

A copy of the Plan is available
on the SEDAR website at www.sedar.com.

18

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Price Range and Trading Volume of the Common Shares

The common shares of the Company
are listed on the Toronto Stock Exchange (the TSX) and the American Stock
Exchange (the AMEX). The closing price range and the trading volume of the
common shares for each of the months in 2010 are set forth in the following
table.

|          |  | TSX  |  |  | AMEX | 
|--------- |  | ---- |  |  | ---- | 
|          |  | High |  |  | Low  | 
|          |  | (C$) |  |  | (C$) | 
|          |  |      |  |  |      | 
|January   |  | 0.40 |  |  | 0.27 | 
|February  |  | 0.36 |  |  | 0.30 | 
|March     |  | 0.35 |  |  | 0.30 | 
|April     |  | 0.49 |  |  | 0.32 | 
|May       |  | 0.81 |  |  | 0.39 | 
|June      |  | 0.82 |  |  | 0.40 | 
|July      |  | 0.47 |  |  | 0.39 | 
|August    |  | 0.46 |  |  | 0.36 | 
|September |  | 0.45 |  |  | 0.37 | 
|October   |  | 0.39 |  |  | 0.31 | 
|November  |  | 0.37 |  |  | 0.30 | 
|December  |  | 0.34 |  |  | 0.29 | 

Dividend Policy

No dividends have been paid on
the common shares of the Company. The Company does not currently have any
intention to pay dividends on the common shares. Any decision to pay dividends
on the common shares in the future will be made by the board of directors of the
Company on the basis of the earnings, financial position and financing
requirements of the Crystallex Group and other relevant factors.

Capitalization

The following table sets forth
the consolidated cash and cash equivalents, and capitalization of the Company as
at December 31, 2010.

|                                                                    |  | US$        |  
|------------------------------------------------------------------- |  | ---------- | -
|                                                                    |  | (millions) |  
|Cash and cash equivalents                                           |  |            |  
|Unrestricted                                                        |  | 16.1       |  
|Total cash and cash equivalents                                     |  | 16.1       |  
|                                                                    |  |            |  
|Debt                                                                |  |            |  
|Demand Loan                                                         |  | 2.5        |  
|Notes due December 23,
      2011(1)                                |  | 95.0       |  
|Total debt                                                          |  | 97.5       |  
|                                                                    |  |            |  
|Shareholders deficit                                               |  |            |  
|Common shares (authorized 
      unlimited; issued 294,817,719)(2) |  | 588.7      |  
|Contributed surplus                                                 |  | 40.6       |  
|Accumulated comprehensive
      income                              |  | 12.0       |  
|Deficit                                                             |  | (701.9     | )
|Total shareholders deficit                                         |  | (60.6      | )
|Total capitalization                                                |  | 53.0       |  
|                                                                    |  |            |  

Notes:

(1)See Note 10 to the Consolidated Financial
Statements. (2)See Note 11 to the Consolidated Financial
Statements.

19

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LEGAL MATTERS

Noteholders Action Dismissed with Costs

In December 2008, the Company was
served with a notice of application (the Application) by the trustee for the
holders (the Noteholders) of the $100 million unsecured notes (the Notes).
The trustee, on behalf of certain Noteholders sought, among other things, a
declaration from the court that there had been a project change of control (a
Project Change of Control) event, as defined in the First Supplemental
Indenture made as of December 23, 2004, thereby requiring Crystallex to
accelerate payment and purchase all of the Notes of each Noteholder who has so
requested, together with accrued and unpaid interest to the date of
purchase.

A Project Change of Control is
defined as the occurrence of any transaction as a result of which Crystallex
ceases to beneficially own, directly or indirectly, at least a majority interest
in the Las Cristinas Project.

On December 16, 2009, the Ontario
Superior Court of Justice dismissed all of the Noteholders claims against
Crystallex and ordered the Noteholders to pay Crystallex its costs incurred with
respect to the Application. In detailed reasons, the court held that Crystallex
and its Board acted reasonably and in accordance with its obligations to all
stakeholders including the Noteholders. The Noteholders appealed this decision
which was heard in late April 2010.

On May 9, 2010, the Court of
Appeal for Ontario dismissed the Noteholders appeal and awarded costs to
Crystallex.

On May 11, 2010, the Company was
served with a statement of claim by the trustee for the Noteholders seeking
indemnification of costs.

On June 16, 2010, the Company and
the trustee agreed to a cost settlement to Crystallex of $0.8 million on account
of Crystallexs costs in defending the litigation. That payment was effected by
netting against the July 15, 2010 semi-annual interest payment on the Notes. The
Noteholders also signed a release against the Company and its directors at the
same time.

The Company has held preliminary
discussions with various significant Noteholders regarding a possible
restructuring of the Notes which mature in December 2011.

Proposed Class Action Dismissed

The Company and certain officers
and directors have been named as defendants in a putative securities fraud class
action that commenced on December 8, 2008, in the United States District Court
for the Southern District of New York. The plaintiffs in the lawsuit were
described as investors who acquired the Companys common stock during the period
from March 27, 2006 to April 30, 2008, inclusive (the Proposed Class Period).
The complaint alleged that the defendants made several statements during the
Proposed Class Period about the Companys Las Cristinas Project, and that the
issuance of the required Venezuelan government Permit in connection with that
project was imminent and guaranteed to be issued to the Company. The complaint
asserted that the defendants did not have, during the Proposed Class Period, a
reasonable expectation that the Company would receive the required Permit, and
that on April 30, 2008, the Permit was, in fact, denied. The proposed class
action sought compensatory damages plus costs and fees, alleging violations of
Section 10(b) of the Securities Exchange Act of 1934 (the Exchange Act) and
Rule 10b-5 promulgated thereunder by each of the defendants, and a violation of
Section 20A of the Exchange Act by one of the individual defendants.

On March 28, 2011, the court
dismissed this lawsuit in its entirety and without prejudice. The court allowed
the plaintiffs to file a second amended complaint if they have reason to do so
in good faith within 21 days of the court order.

Claims by Former Employees

The Companys subsidiaries in
Venezuela have been served with statements of claim from several former
employees for additional severance and health related issues for an aggregate
claim of approximately $1.1 million. The Company believes these claims are
without merit and plans to vigorously defend against them. However, as the outcome of these claims cannot be determined at this time, the
Company has made no provision for these contingencies in its consolidated
financial statements as at December 31, 2010.

20

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RISK FACTORS

The business and operations of
the Company and its affiliates are subject to risks. In addition to considering
the other information in the Companys 2010 Annual Information Form, which is
available on SEDAR at www.sedar.com, an
investor should carefully consider the following factors. Any of the following
risks could have a material adverse effect on the Company, its business and
future prospects.

International Arbitration Against Venezuela

On February 16, 2011, the Company
filed the Arbitration Request under the Additional Facility Rules of ICSID
against Venezuela. The Arbitration Request was registered by the Secretary
General of ICSID on March 9, 2011. The arbitration, pursuant to the Treaty, was
commenced by the Company following the Venezuelan Governments failure to
propose any resolution to the dispute notified by the Company on November 24,
2008 and the subsequent unlawful termination on February 3, 2011 of the Las
Cristinas MOC.

The Companys claim is for breach
of the Treatys protections against expropriation, unfair and inequitable
treatment and discrimination. The Company is seeking restitution by Venezuela of
the Companys investments, including the MOC, the issuance of the Permit to
develop Las Cristinas and compensation for interim losses suffered, or
alternatively full compensation for the value of its investment in excess of
US$3.8 billion. The arbitration claim is the Companys principal focus at this
time as it has no other projects.

The Company cannot provide
assurances as to the outcome of the arbitration process, which can last a number
of years and can be costly.

Political and Economic Uncertainty in Venezuela

The Companys international
arbitration claim is against the Government of Venezuela. Should the Company be
successful in winning an award of compensation to be paid by the Government of
Venezuela the Company cannot provide any assurance that it would be able to
collect an award of compensation which would materially adversely affect the
Company.

Should Crystallex obtain the
restitution of the MOC and the grant of the Permit to allow development
activities at Las Cristinas pursuant to an arbitral award, then the Company may
face a number of political, economic and regulatory risks in Venezuela.

Additional Funding Requirements

The Company will need to raise
additional funds to service its debt (including paying interest on the Notes and
repaying the demand loan), to pursue international arbitration and for general
working capital. The Company is currently in the process of selling equipment
held in storage and, if all the equipment is sold, the Company expects to
receive sufficient proceeds to fund interest payments, litigation and general
working capital. There are however, no assurances that the proceeds of equipment
sales will be sufficient to cover these expenses and the timing of the receipt
of sales proceeds is uncertain.

The Company is in discussions
with the Noteholders to restructure the Notes, including extending the maturity
date beyond December 2011. If the Company is not successful in this initiative,
then the Company will need to raise substantial additional funds to repay the
Notes. Despite the financings that have been completed by the Company, the
Company has limited access to financial resources as a direct result of the
cancellation of the MOC and there is a risk that sufficient additional financing
may not be available to the Company on acceptable terms, or at all, as a
consequence of the Government of Venezuelas conduct. Failure to obtain such
additional financing could result in the Company defaulting on its debt
repayments.

21

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Current Global Financial Condition

In 2008 and 2009, global
financial conditions were subject to increased volatility and numerous financial
institutions filed for bankruptcy or insolvency protection, or have been rescued
by governmental authorities. Access to financing was negatively impacted by both
sub-prime mortgages and the liquidity crisis affecting the asset-backed
commercial paper market. There remains considerable uncertainty as to the
strength and sustainability of the global economic recovery. Global economic and
financial conditions may impact the ability of the Company to obtain loans,
financing and other credit facilities in the future and, if obtained, on terms
favourable to the Company. As a consequence, global financial conditions could
adversely impact the Companys financial status and share price.

Environmental Regulation and Liability

The Company is no longer engaged
in operating activities at its former properties near El Callao in Venezuela and
has transferred ownership of the processing facility and El Callao mining
concessions to the Government of Venezuela. The Company has environmental
reclamation obligations related to its previous mining and processing operations
on the El Callao concessions. The scope of the reclamation work required to be
undertaken by the Company on the El Callao concessions has yet to be determined
as the Government of Venezuela may continue with mining or other activities on
the concessions.

The reclamation activities are
subject to laws and regulations controlling the environment. Environmental
legislation may change and result in greater reclamation costs than the Company
currently estimates.

The Company does not maintain
environmental liability insurance. The Company has adopted high standards of
environmental compliance; however, failure with or unanticipated changes in
Venezuelas laws and regulations pertaining to the protection of the environment
could adversely affect the Company.

Currency Fluctuations

The Companys functional and
reporting currency is the U.S. dollar. A significant portion of the Companys
operating and capital expenditures are in Venezuelan BsF and Canadian dollar.
Fluctuations in exchange rate between the U.S. dollar and both the BsF and
Canadian dollar, either favourable or unfavourable, could have a material impact
on the results of operations and financial position.

Operating Losses are Expected to Continue in the Near
Future

The Company expects that it will
continue to incur losses, and there can be no assurance that the Company will
become profitable in the near future.

Litigation

The Company is defending against
several statements of claim in Venezuela from former employees for additional
severance and health issues brought against the Company. The Company believes
that these actions are without merit and intends to defend vigorously against
these actions. The Company cannot provide assurances as to the outcome of the
actions, nor can the range of losses, if any, be estimated. Accordingly, no
losses have been accrued. A negative outcome from any of these actions could
result in a material loss to the Company.

Potential Dilution

As at March 31, 2011, the Company
had outstanding options to purchase 18,396,633 common shares of the Company and
warrants to purchase 66,695,000 common shares of the Company (including
12,250,000 warrants that do not become effective until after the receipt of the
Permit). The issue of common shares of the Company upon the exercise of the
options and warrants will dilute the ownership interest of the Companys current
shareholders. The Company may also issue additional stock options and warrants
or additional common shares from time to time in the future. If it does so, the
ownership interest of the Companys then current shareholders would be further
diluted.

22

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Common Share Price Volatility

The market price of the common
shares of the Company could fluctuate significantly based on a number of factors
in addition to those listed in this document, including:

- the Companys operating performance and the performance of competitors and
  other similar companies;
- the publics reaction to the Companys press releases, other public
  announcements and the Companys filings with the various securities regulatory
  authorities;
- changes in earnings estimates or recommendations by research analysts who
  track the common shares or the shares of other companies in the resource
  sector;
- changes in general economic conditions;
- the arrival or departure of key personnel;
- significant global economic events;
- acquisitions, strategic alliances or joint ventures involving the Company
  or its competitors; and
- outcomes of litigation.

In addition, the market price of
the common shares of the Company are affected by many variables not directly
related to the Companys success and are, therefore, not within the Companys
control, including other developments that affect the market for all resource
sector shares, the breadth of the public market for the common shares and the
attractiveness of alternative investments. The effect of these and other factors
on the market price of common shares on the exchanges on which the Company
trades has historically made the Companys share price volatile and suggests
that the Companys share price will continue to be volatile in the future.

Dependence on Key Employees

The Companys business is
dependent on retaining the services of a small number of key management
personnel and directors, in particular those who possess important historical
knowledge of Las Cristinas relevant to the arbitration claim. The loss of key
personnel and/or directors could have a material adverse effect on future
operations of the Company.

Credit and Market Risks

The Company may enter into
financial agreements (financial instruments) with major international banks,
other international financial institutions and other accredited third parties 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 and accounts
receivable.

Market risk is the risk that the
value of a financial instrument might be adversely affected by a change in
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
counterparty might fail to fulfil its performance obligations under the terms of
a contract. The Company has concentrations of credit risk with respect to
accounts receivable, as the accounts receivable are due from the Venezuelan Tax
Department.

Enforcement by Investors of Civil Liabilities

The enforcement by investors of
civil liabilities under United States federal securities laws may be adversely
affected by the fact that the Company is organized under the laws of Canada,
that most of its officers and directors are residents of Canada, and that a
substantial portion of the Companys assets and the assets of a majority of the
Companys directors and officers named in this 2010 Annual Information Form are
located outside the United States. Furthermore, it may not be possible to
enforce against the Company or its directors or officers, judgments contained in
U.S. courts. The Company believes that a monetary judgment of a Canadian court
predicated solely on the Canadian civil liability regime would likely be
enforceable in the U.S. if the Canadian court in which the judgment was obtained
had a basis for jurisdiction in the matter that was recognized by a U.S. court
for such purposes, but this area of the law is not free from doubt and there is
a risk that such a judgment will not be enforceable.

23

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No Payment of Cash Dividends in the Near Future

The Company intends to retain
cash to finance its arbitration claim, to service debt and for working capital,
including pursuing other business opportunities. The Company does not intend to
declare or pay cash dividends in the near future, nor has it done so since its
inception. In the event that the Company decides to declare and pay cash
dividends in the future, such a decision will be made entirely in the discretion
of the board of directors and shall be dependent on factors such as earnings,
capital requirements, future business opportunities, financing agreements and
market conditions for the Companys shares and the underlying commodities
markets.

Compliance with Sarbanes-Oxley Act of 2002

Passed by the U.S. Congress on
July 30, 2002, the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) requires
companies to, among other things, have management provide a report on the
Companys internal control over financial reporting. The Company has
complied with this particular aspect of Sarbanes-Oxley for its fiscal year ended
December 31, 2010. Managements evaluation of, and report on, the Companys
internal control over financial reporting is set out in the Company's Management
Discussion and Analysis under the section Disclosure Controls and  Internal
Control over Financial Reporting. Based on this evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Companys disclosure
controls and procedures were not effective and the Company has described the
plans to remediate the material weaknesses described therein.

To
remediate the material weaknesses inthe Companys
internal control over financial reporting, Management is designing additional
controls to specifically augment those controls relating to information and
communication. Management is redesigning the existing authority structure or
framework, which specifies the thresholds for those acting on behalf of the
Company in approving transactions relating to engineering, procurement and
construction management transactions to include all transactions.

There can be no assurance that
the Company will be able to adequately remediate its currently known
weaknesses or that the Corporations internal controls over financial reporting
will be free of material weaknesses in future periods, which could cause the
market price of the Companys common shares to decline and could lead to
shareholder litigation. In addition, the discovery of additional material
weaknesses may result in the Company having to incur costs to fix
the internal controls for financial reporting as well as costs to remediate any
financial inaccuracies.

DIRECTORS AND SENIOR OFFICERS

The following table sets forth,
for each of the directors and senior officers of the Company, the name,
municipality of residence, office, principal occupation and, if a director, the
date on which the person became a director. Each director is elected to serve
until the Companys next annual meeting of shareholders.

|Name and                                      |                                                                |                                                                                                                                                                                            |                  | Expiry of      
|--------------------------------------------- | -------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------- | ---------------
|Municipality of Residence                     | Office                                                         | Principal Occupation                                                                                                                                                                       | Director Since   | Current Term(6)
|                                              |                                                                |                                                                                                                                                                                            |                  |                
|Robert A. Fung (1)(3)(4)(10)Toronto, Ontario  | Director, Chairman of the
      Board, Chief Executive Officer | Chief Executive Officer of
      Crystallex International Company and an Employee of Macquarie
      Capital Markets Canada Ltd. (formerly Orion Securities, Inc.)
      (investment bank) | December 3, 1996 | June 22, 2011  
|                                              |                                                                |                                                                                                                                                                                            |                  |                
|Gordon M. Thompson (3)(5)(11)Toronto, Ontario | Director                                                       | Director of Various Companies                                                                                                                                                              | February 1, 2007 | June 22, 2011  
|                                              |                                                                |                                                                                                                                                                                            |                  |                
|Michael J.H. Brown (1)(4)(5)Toronto, Ontario  | Director                                                       | Principal, Capital Markets
      Advisory (a financial and capital markets advisory firm)                                                                                                  | October 10, 2002 | June 22, 2011  
|                                              |                                                                |                                                                                                                                                                                            |                  |                
|C. William Longden (2)(4)Toronto, Ontario     | Director                                                       | Vice Chairman, MMM Group
      Limited (an engineering project management Company)                                                                                                         | July 25, 2000    | June 22, 2011  
|                                              |                                                                |                                                                                                                                                                                            |                  |                
|Harry J. Near (2)(3)(5)Ottawa, Ontario        | Director                                                       | President, Near Consultants
      & Associates; Principal, The Earnscliffe Strategy Group
      (political advisory firm)                                                                  | May 5, 1997      | June 22, 2011  

24

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|Name and                                           |                                                         |                                                                                           |                   | Expiry of      
|-------------------------------------------------- | ------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ----------------- | ---------------
|Municipality of Residence                          | Office                                                  | Principal Occupation                                                                      | Director Since    | Current Term(6)
|Marc J. Oppenheimer (1)(2)(4)Leonia, New Jersey    | Director                                                | President, Octagon Associates
      Inc.                                                  | February 20, 1995 | June 22, 2011  
|                                                   |                                                         |                                                                                           |                   |                
|Johan C. vant Hof (1)(2)Toronto, Ontario          | Director                                                | President, Tonbridge Power Inc.
      (an electricity transmission developer and owner)   | March 12, 2004    | June 22, 2011  
|                                                   |                                                         |                                                                                           |                   |                
|Armando F. Zullo (3)(5)Vancouver, British Columbia | Director                                                | President, A.F. Zullo &
      Company Ltd. (equipment supplier)                           | December 3, 1996  | June 22, 2011  
|                                                   |                                                         |                                                                                           |                   |                
|Hemdat Sawh(7)Oakville,
      Ontario              | Chief Financial Officer                                 | Chief Financial Officer,
      Crystallex International Company                           |                  |               
|                                                   |                                                         |                                                                                           |                   |                
|Robert Crombie(8)Toronto,
      Ontario            | President                                               | President, Crystallex
      International Company                                         |                  |               
|                                                   |                                                         |                                                                                           |                   |                
|Richard Marshall Alpharetta, Georgia               | Vice President, Investor
      Relations                | Vice President, Investor
      Relations, Crystallex International Company                |                  |               
|                                                   |                                                         |                                                                                           |                   |                
|William A. Faust(9)Albuquerque, New Mexico         | Senior Vice President and
      Chief Operating Officer | Senior Vice-President and Chief
      Operating Officer, Crystallex International Company |                  |               

________________Notes:

|(1)  | Member of the Finance and Risk Management Committee. The
      role of the Finance and Risk Management Committee is to assist the board
      of directors in fulfilling its responsibilities with respect to financial
      matters (including short- and long-term financings, issuances of shares,
      foreign currency, hedging and derivatives transactions, capital
      expenditures and long-term commitments and policies and guidelines for the
      investment of cash) and its oversight responsibilities with respect to
      non-financial risk management systems. A copy of the charter of the
      Finance and Risk Management Committee may be viewed on the Companys
      website at www.crystallex.com.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(2)  | Member of the Audit Committee. See Audit Committee
      below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(3)  | Member of the Nominating and Governance Committee. The
      role of the Nominating and Governance Committee is to assist the board of
      directors in fulfilling its responsibilities with respect to the
      composition and operation of the board of directors and committees of the
      board and corporate governance standards and practices. A copy of the
      charter of the Corporate Governance Committee may be viewed on the
      Companys website at www.crystallex.com.                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(4)  | Member of the Environment, Health and Safety and
      Operations Committee. The role of the Environment, Health and Safety and
      Operations Committee is to assist the board of directors with respect to
      environment, health and safety matters arising out of the activities of
      the Company and to oversee the Companys operations. A copy of the charter
      of the Environment, Health and Safety and Operations Committee may be
      viewed on the Companys website at www.crystallex.com.                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(5)  | Member of the Compensation Committee. The role of the
      Compensation Committee is to assist the board of directors in fulfilling
      its responsibilities with respect to the compensation of directors, the
      recruitment and compensation of the Chief Executive Officer and other
      officers of the Company, executive compensation disclosure and oversight
      of the compensation structure and benefit programs of the Company. A copy
      of the charter of the Nominating and Compensation Committee may be viewed
      on the Companys website at www.crystallex.com.                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(6)  | Proposed date for the Companys next annual meeting of
      shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(7)  | Appointed as Chief Financial Officer of the Company
      effective May 15, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(8)  | Appointed President, effective June 3, 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(9)  | Appointed Chief Operating Officer and Senior
      Vice-President effective April 16, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(10) | Appointed Chief Executive Officer June 3. 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(11) | Resigned as President and Chief Executive Officer June 3,
      2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

All of the directors and senior
officers of the Company have held the principal occupations identified above
with the same or associated companies or organizations for not less than five
years, except for Mr. Thompson who was Senior Vice President, Corporate
Development of NCE Resources Group from 2001 to 2003 and Senior Vice President,
Corporate Development of Sentry Select Capital Corp. from 2004 to 2006; Mr.
Oppenheimer who was Chief Operating Officer, Chief Financial Officer and
Treasurer of IDT Company from August 2007 to April 2008; President of Octagon
Associates from July 2006 to present; Executive Vice President of Kenmar Global
Investment Management, Inc. and a Managing Director of Kenmar Nihon Venture
Capital LLC from May 2004 to July 2006; and Vice-Chairman of the Company from
September 2003 to May 2004 and the President and Chief Executive Officer of the Company prior to September 2003; Mr. vant Hof who was the
Chief Operating Officer of Carter Group Inc. (an automobile parts manufacturer)
from July 2001 until May 2003 and was a partner and managing director with
PricewaterhouseCoopers LLP prior to January 2001; Mr. Sawh who was Chief
Financial Officer of Goldbelt Resources Ltd. from October 2005 to May 2007; and
Mr. Faust who served as Vice President Operations for Nevada Pacific Gold Ltd.
from 2004 to 2007, President of Pan American Silver from 2003 to 2004; Vice
President, Operations of Corner Bay Silver Inc. from 2001 to 2003 and Vice
President Operations of Eldorado Gold Company from 1997 to 2001.

25

---

Other than as described below, no
director or senior officer of the Company has, within ten years prior to the
date of this Annual Information Form:

- been a director or officer of any reporting issuer that, while that
  individual was acting in that capacity, was the subject of a cease trade or
  similar order or an order that denied the reporting issues access to any
  statutory exemption for a period of more than 30 consecutive days or was
  declared bankrupt or made a voluntary assignment in bankruptcy, made a
  proposal under any legislation relating to bankruptcy or been subject to or
  instituted any proceedings, arrangement or compromise with creditors or had a
  receiver, receiver-manager or trustee appointed to hold the assets of that
  individual;
- been subject to any penalties or sanctions imposed by a court or securities
  regulatory authority relating to trading in securities, promotion or
  management of a publicly traded issuer or theft or fraud; or
- become bankrupt, made a proposal under any legislation relating to
  bankruptcy or insolvency or been subject to or instituted any proceedings,
  arrangement or compromise with creditors or had a receiver, receiver manager
  or trustee appointed to hold the assets of that individual.

In connection with a proposal
with certain creditors which was filed on February 29, 2008, Mr. Fung reached a
settlement with these creditors on March 12, 2009.

The directors and executive
officers of the Company, and their associates and affiliates, as a group,
beneficially own, directly or indirectly, 1,436,716 common shares of the Company
or approximately 0.4% of the outstanding common shares of the Company.

AUDIT COMMITTEE MATTERS

The board of directors of the
Company has established the Audit Committee to assist the board in fulfilling
its corporate governance and oversight responsibilities with respect to
accounting and financial reporting processes, internal financial control
structure, financial risk management systems and external audit function.

***Composition***

The Audit Committee is composed
of Johan C. vant Hof (Chair), C. William Longden, and Harry J. Near, each of
whom is independent (as determined by the Board in accordance with the Policy on
Independence of Directors of the Company, attached hereto as Schedule F) and
financially literate (i.e., has the ability to read and understand a set of
financial statements that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and complexity of
accounting issues that can reasonably be expected to be raised by the financial
statements of the Company) within the meaning of applicable Canadian and U.S.
securities laws.

Mr. vant Hof was a partner and
managing director with PricewaterhouseCoopers LLP, between 1991 and 2001 and is
financially sophisticated (i.e., has past employment experience in finance and
accounting both as a chartered accountant and as a regular lecturer to members
of the accounting profession on matters of audit and finance) within the meaning
of applicable U.S. securities laws.

On December 31, 2010, Marc J.
Oppenheimer was not independent within the meaning of applicable securities
regulations and the listing standards of the TSX and NYSE Amex and on January
25, 2011, Mr. Oppenheimer ceased to be a member of the Audit Committee. Mr.
Oppenheimer remains a member of the Board of Directors of the Company.

26

---

***Charter***

The composition, responsibilities
and authority of the Audit Committee are set out in its charter. The terms of
the charter are attached and set out in Schedule E.

A copy of the charter of the
Finance and Risk Management Committee may be viewed on the Companys website at
www.crystallex.com.

***Policy on the
Provision of Services by External Auditors***

The Audit Committee reviews all
requests for proposed and audit or permitted non-audit services to be provided
by the Companys external auditor under the Policy on Provision of Services by
External Auditors developed by the Audit Committee. Under this Policy, the Audit
Committee annually reviews and pre-approves recurring audit and non-audit
services that are identifiable for the coming year. This Policy requires that
the Audit Committee approve any audit or non-audit services that are proposed
during the year.

Copies of the Companys Policy on
the Provision of Services by External Auditors and the Compnays Code of
Business Conduct and Ethics may be viewed on the Companys website at
www.crystallex.com.

***External Auditors
Service Fees***

The Companys shareholders
appointed PricewaterhouseCoopers LLP, Chartered Accountants as successor
auditors of the Company in place of Deloitte & Touche LLP, Chartered
Accountants, at the Annual General Meeting of the Company held on June 28, 2007.
PricewaterhouseCoopers LLP, Chartered Accountants were reappointed as auditors
of the Company for fiscal 2010 at the Annual General Meeting of the Company held
on June 23, 2010.

The table below sets out the fees
billed by PricewaterhouseCoopers LLP for each of last two years in respect of
the services noted below.

**Year -ended
      December 31 (US$)**2010
    
    
    2009Audit fees(1)
    $
    868,797
    
    $
    817,710Audit-related fees(2)
    
    9,657
    
    
    24,642Tax fees(3)
    
    -
    
    
    -All other fees
    
    -
    
    
    -$
    878,484
    
    $
    842,352


Notes:

|(1) | Fees for audit services include fees associated with
      annual audit, the reviews of the Companys quarterly reports, statutory
      audits for regulatory filing requirements and review of
  prospectus.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                               
|(2) | Fees for consultation concerning accounting and reporting
      standards.                                                                                                                                    
|    |                                                                                                                                                                                                               
|(3) | Fees for tax services include tax compliance, tax
      planning and tax advice services.                                                                                                                     

CORPORATE GOVERNANCE STATEMENT

The Companys Corporate
Governance Statement (together with the documents referred to in the Corporate
Governance Statement) may be viewed on the Companys website at
www.crystallex.com.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar
for the common shares of the Company is CIBC Mellon Trust Company at its
principal office in Toronto, Ontario. The trustee for the Noteholders is
Computershare Trust Company of Canada at its principal office in Toronto,
Ontario.

27

---

MATERIAL CONTRACTS

Neither the Company nor any of
its subsidiaries has entered into any material contract within the two years
before the date of this Annual Information Form.

INTEREST OF EXPERTS

MDA and SNC-Lavalin have been
involved in the preparation of certain technical reports, which are incorporated
by reference in this Annual Information Form. The foregoing experts have advised
the Company that they do not own any common shares or other property of the
Crystallex Group.

PricewaterhouseCoopers LLP is the
independent auditor of the Company and is independent within the meaning of the
Rules of Professional Conduct of the Institute of Chartered Accountants of
Ontario.

ADDITIONAL INFORMATION

Additional information with
respect to the Crystallex Group may be found at the SEDAR website at www.sedar.com.

Additional information including
directors and officers remuneration and indebtedness, principal holders of the
Companys securities and securities authorized for issuance under equity
compensation plans, where applicable, is or will be contained in the management
information circular for use at the next annual meeting of shareholders of the
Company (currently scheduled for June 22, 2011).

Additional financial information
is provided in the Consolidated Financial Statements and Managements Discussion
and Analysis, copies of which are attached to this Annual Information Form as
Schedule A and Schedule B, respectively.

28

---

SCHEDULE A CONSOLIDATED
FINANCIAL STATEMENTS

---

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

---

SCHEDULE CGLOSSARY OF DEFINED TERMS AND
TECHNICAL MINING TERMS AND ABBREVIATIONS

Defined Terms

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

---

|NI 43-101              |  | National Instrument 43-101 (Standards of Disclosure for
      Mineral Projects) of the Canadian Securities Administrators.                                                                                                                                                                                                                                                                                                                                 
|---------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Qualified Person       |  | A person who: is an engineer or geoscientist with at
      least five years of experience in mineral exploration, mine development or
      operation or mineral project assessment or any combination of these; has
      experience relevant to the subject matter of the mineral project and the
      technical report; and is a member in good standing of a professional
      association.                                                          
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|SNC-Lavalin            |  | SNC-Lavalin Inc. See Las Cristinas Project.                                                                                                                                                                                                                                                                                                                                                                                                              
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|VAT                    |  | Value Added Tax.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Technical Mining Terms |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Alluvial               |  | Relating to deposits made by flowing water, washed away
      from one place and deposited in another.                                                                                                                                                                                                                                                                                                                                                     
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Assay                  |  | An analysis to determine the presence, absence or
      concentration of one or more chemical components.                                                                                                                                                                                                                                                                                                                                                  
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|ball mill              |  | A large steel cylinder containing steel balls into which
      crushed ore is fed. The ball mill is rotated, causing the balls to cascade
      and grind the ore.                                                                                                                                                                                                                                                                                         
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Breccia                |  | Rock consisting of fragments, more or less angular, in a
      matrix of finer-grained material or cementing material.                                                                                                                                                                                                                                                                                                                                     
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|carbon-in-leach (CIL)  |  | A recovery process in which a slurry of gold ore, carbon
      granules and cyanide are mixed together. The cyanide dissolves the gold,
      which is then adsorbed by the carbon. The loaded carbon is subsequently
      separated from the slurry and the gold removed from the carbon.                                                                                                                                                                
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Cathode                |  | A rectangular plate of metal produced by electrolytic
      refining. A cathode is typically the finished product of the copper
      refining process.                                                                                                                                                                                                                                                                                                    
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Chalcopyrite           |  | A copper mineral, the composition of which is copper iron
      sulphide.                                                                                                                                                                                                                                                                                                                                                                                  
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Concentrate            |  | A metal rich product from a mineral separation process
      such as flotation, from which most of the waste material in the ore has
      been separated. The metals are concentrated from the ore and the
      remainder discarded as tailings.                                                                                                                                                                                                       
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|cut-off grade          |  | The minimum metal grade of which a tonne of rock can be
      processed on an economic basis.                                                                                                                                                                                                                                                                                                                                                              
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Deposit                |  | A mineralized body which has been physically delineated
      by sufficient drilling, trenching, and/or underground work and found to
      contain a sufficient average grade of metal or metals to warrant further
      exploration and/or development expenditures. A deposit does not qualify as
      a commercially mineable ore body or as containing mineral reserves, until
      final legal, technical and economic factors have been resolved.
|Development            |  | The preparation of a known commercially mineable deposit
      for mining.                                                                                                                                                                                                                                                                                                                                                                                 
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|diamond drill          |  | A type of rotary drill in which the cutting is done by
      abrasion rather than percussion. The cutting bit is set with diamonds and
      is attached to the end of long hollow rods through which water is pumped
      to the cutting face. The drill cuts a core of rock, which is recovered in
      long cylindrical sections, an inch or more in diameter.                                                                                        

---

|Dissemination     |  | A scattered distribution of generally fine-grained,
      metal-bearing minerals throughout a rock body.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Dyke              |  | A tabular intrusion, meaning it is sheet or slab-like,
      that cuts across or through the host rocks. Dykes vary from a few
      centimetres to many tens of metres in thickness and may extend for several
      kilometres.                                                                                                                                                                                                                                                                                                                                  
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Extraction        |  | Removal of ore or waste from the ground.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Fault             |  | A geological term that refers to a fracture or zone of
      fractures in the earths crust along which the rock units on each side of
      the fracture have moved relative to one another.                                                                                                                                                                                                                                                                                                                                                                      
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|feasibility study |  | A comprehensive study of a deposit in which all
      geological, engineering, operating, economic and other relevant factors
      are considered in sufficient detail such that the study could reasonably
      serve as the basis for a final decision by a financial institution to
      finance the development of the deposit for mineral production.                                                                                                                                                                                                      
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Flotation         |  | A milling process by which some mineral particles are
      induced to become attached to bubbles of froth and float, and others to
      sink, so that the valuable minerals are concentrated and separated from
      the remaining rock or mineral material.                                                                                                                                                                                                                                                                                                    
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Geophysics        |  | The study of the earth by quantitative physical methods.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|gold doré         |  | A bar of gold which contains impurities in excess of 2%
      and which will be further refined to almost pure metal.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Grade             |  | The concentration or quality of an ore or metal content.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Hectare           |  | A square of 100 m on each side, or 2.471 acres.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Host              |  | The body of rock in which mineralization of economic
      interest occurs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Intrusive         |  | A body of igneous rock formed by magma penetrating or
      intruding into or between other rocks but solidifying before reaching the
      surface; in contrast to lavas or tuffs which are extruded upon the
      surface.                                                                                                                                                                                                                                                                                                                                      
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Mill              |  | A plant where ore is ground fine and undergoes physical
      or chemical treatment to extract the valuable metals.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Mine              |  | An excavation in the earth for the purpose of extracting
      minerals. The excavation may be an open-pit on the surface or underground
      workings.                                                                                                                                                                                                                                                                                                                                                                                                           
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|mineral reserve   |  | Mineral Reserve (As defined in NI 43-101): The
      economically mineable part of a Measured Mineral Resource or Indicated
      Mineral Resource demonstrated by at least a preliminary feasibility study
      (which must include adequate information on mining, processing,
      metallurgical, economic and other relevant factors that demonstrate, at
      the time of reporting, that economic extraction can be justified). A
      Mineral Reserve includes diluting materials and allowances for losses that
      may occur when material is mined.
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                  |  | Proven Mineral Reserve: The economically mineable
      part of a Measured Mineral Resource demonstrated by at least preliminary
      feasibility study.                                                                                                                                                                                                                                                                                                                                                                                                          
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                  |  | Probable Mineral Reserve:The economically
      mineable part of an Indicated and, in some circumstances, a Measured
      Mineral Resource, demonstrated by at least a preliminary feasibility
      study.                                                                                                                                                                                                                                                                                                                                                       

---

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

---

|reclamation     |  | The process by which lands disturbed as a
      result of mining activity are brought back to beneficial land use.
      Reclamation activity includes the removal of buildings, equipment,
      machinery and other physical remnants of mining, closure of tailings
      impoundments, leach pads and other mine features and contouring, covering
      and revegetation of waste rock piles and other disturbed areas.
|--------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|recovery        |  | A term used in process metallurgy to indicate
      the proportion of valuable material obtained in the processing of an ore.
      It is generally stated as a percentage of valuable metal in the ore that
      is recovered compared to the total valuable metal present in the ore.                                                                                                                                    
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|recovery rate   |  | The percentage of a particular metal contained
      in ore that is recovered during processing.                                                                                                                                                                                                                                                                                                                            
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|refining        |  | The final stage of metal production in which
      impurities are removed from the molten metal.                                                                                                                                                                                                                                                                                                                            
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|sample          |  | Small amount of material that is supposed to be
      typical or representative of the object being sampled.                                                                                                                                                                                                                                                                                                                
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|sedimentary     |  | A rock formed from cemented or compacted
      sediments deposited in horizontal strata.                                                                                                                                                                                                                                                                                                                                    
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|sediments       |  | The debris resulting from the weathering and
      break-up of pre-existing rocks.                                                                                                                                                                                                                                                                                                                                          
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|smelter         |  | A plant where concentrates are processed into
      an upgraded product.                                                                                                                                                                                                                                                                                                                                                    
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|smelting        |  | A pyro-metallurgical operation in which metal
      is separated from impurities by a process that includes fusion.                                                                                                                                                                                                                                                                                                         
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|strike          |  | A geological term that refers to the compass
      direction on a map that layered rock units or faults run.                                                                                                                                                                                                                                                                                                                
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|stripping ratio |  | The ratio of waste removed to ore processed.                                                                                                                                                                                                                                                                                                                                                                                
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|sulphides       |  | Minerals that are compounds of sulphur together
      with one or more other elements (such as iron, copper, lead, zinc and
      arsenic).                                                                                                                                                                                                                                                                                 
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|tailings        |  | The material that remains after all metals
      considered economic have been removed from ore during milling.                                                                                                                                                                                                                                                                                                             
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|tuff            |  | A finer grained pyroclastic rock made up mostly
      of volcanic ash.                                                                                                                                                                                                                                                                                                                                                      
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|vein            |  | An epigenetic mineral filling of a fault or
      other fracture, in tabular or sheet-like form, often with associated
      replacement of the host rock.                                                                                                                                                                                                                                                                  
|                |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|waste           |  | Barren rock in a mine, or mineralized material
      that is too low in grade to be mined and milled at a profit.                                                                                                                                                                                                                                                                                                           

Abbreviations

|g/t | Grams per tonne.
|--- | ----------------
|m   | Metre.          
|oz  | Ounce(s).       
|t   | Tonnes.         

---

|ton   | A dry short ton (2,000 pounds).                         
|----- | --------------------------------------------------------
|tonne | A metric ton (1,000 kilograms or 2,204.62
      pounds).
|tpa   | Tonnes per annum.                                       

Metric/Imperial Conversion Table

The following table sets out the
imperial equivalents of the metric units of measurement used in this Annual
Information Form:

Metric Unit
    Imperial EquivalentGram
    0.03215 troy
      ouncesHectare .
    2.4711 acresKilogram .
    2.20462 poundsKilometre
    0.62139 milesMetre .
    3.2808 feetTonne .
    1.1023 short tons




---

SCHEDULE DMINE OPERATION AGREEMENT AND RELATED
DOCUMENTS







D-1

---

MINE OPERATION AGREEMENT

The undersigned, MARIELA CÉSPEDES MORENO, a Venezuelan, a
single, of lega1 age, domiciled in Caracas, bearer of Identity Card No.
6.560.009, a Public Interpreter of the Republic of Venezuela in the English
language, as evidenced from title published in the Official Gazette of the
Bolivarian Republic of Venezuela No. 37.119 dated January 15, 2001, recorded at
the Main Office of Public Registry of the Federal District on September 23,
1999, under No. 80, onto page 80, Volume 17° and subsequently registered in the
Second Court of First Instance in Civil, Mercantile and Transit Matters of the
Judicial Circumscription of the Metropolitan Area of Caracas on October 18,
2000, hereby CERTIFIES: That the attached document written in Spanish, which has
been presented to her for its translation, textually reads in English as
follows:

MINISTRY OF THE INTERIOR AND JUSTICE BOLIVARIAN REPUBLIC OP
VENEZUELA 
  General Department of Registries and Notary Publics Offices

FOURTH NOTARY PUBLICS OFFICE OF PUERTO ORDAZ

Centro Comercial Cristal  1 er piso  Locales 110 y 111
Telephone number: (0286) 962.40.57 
  Alta Vista  Puerto Ordaz  Estado Bolivar

Executing parties: Francisco José Rangel Gómez and Marc J.
Oppenheimer. Volume 86.

CRISTINA 4, CRISTINA 5, CRISTINA 6 AND CRISTINA
7MINING OPERATION CONTRACT

The CORPORACION VENEZOLANA DE GUAYANA, an Autonomous Institute
created by Decree No. 430, dated December 29, 1960, published in Official
Gazette of the Republic of Venezuela No. 26.445 dated December 30, 1960, amended
by Decree No. 1.531, dated November 1, 2001, published in Official Gazette of
the Bolivarian Republic of Venezuela No. 5-553, dated November 12, 2001, which
has the prerogatives and privileges granted by the Law of the Republic and is
exempt from payment of all taxes, duties and contributions, as determined by
Articles 24 and 25 of said Decree-Law, represented in this act by its President,
FRANCISCO JOSE RANGEL GOMEZ, a Venezuelan, legally competent, bearer of Identity
Card No. 2.520.281, of this domicile, the designation of whom is evidenced from
Decree No. 1.034 dated October 10, 2000, published in Official Gazette of the
Bolivarian Republic of Venezuela No. 37.054, dated October 10 2000, hereinafter
and for the purpose hereof referred to as THE CORPORATION, in compliance with
what was approved in the Board of Directors, as per Resolution No. 8.700 and
Resolution DIR-No. 8.705 dated September 2, 2002 and September 16, 2002,
respectively on the one hand; and on the other, CRYSTALLEX INTERNATIONAL
CORPORATION, a company domiciled in the Province of British Columbia of Canada,
the duration of which was extended under the Commercial Corporation Law of
Canada, as Corporation No. 345631-5, through Certificate dated January 23, 1998,
represented in this act by its President, MARC J. OPPENHEIMER, a citizen of the
United States of America, bearer of Passport No. 152092004, duly authorized for
this act as per Resolution of the Board of Directors dated September 16, 2002,
hereinafter referred to as CRYSTALLEX, each of them individually referred to as
the Party or collectively as the Parties, have agreed to enter into, as they
hereby do, this mining operation contract for Las Christinas 4, 5, 6, and 7,
which is based on the following:

WHEREAS

1.- The CORPORACION VENEZOLANA DE GUAYANA is an Autonomous
Institute with its own legal capacity and a patrimony separate from and
independent of that of the Republic and which is ascribed to the Ministry of the
Secretarys Office of the Presidency. The purpose of the CORPORACION VENEZOLANA
DE GUAYANA is to promote the balanced development of the Guayana Region, perform
the exploration, prospecting, and exploitation works of the mines or deposits to
that end granted by the Ministry of Energy and Mines.

2.- On May 16, 2002, the MINISTRY OF ENERGY AND MINES and the
CORPORACION VENEZOLANA DE GUAYANA entered into a contract whereby the Ministry
authorizes the Corporation to execute the works of exploitation, recovery and sale of the Gold mineral that is in
the deposits located within the areas of the concessions called Cristina 4,
Cristina 5, Cristina 6, Cristina 7, in the Sifontes Municipality of the State of
Bolivar, called PROYECTO LAS CRISTINAS 4, 5, 6 y 7 and hereinafter referred to
as the Project.

D-2

---

3.- The MINISTRY OF ENERGY AND MINES, through said Contract,
authorized the CORPORACION VENEZOLANA DE GUAYANA to use the property committed
to said concessions that was transferred to the Republic according to Resolution
No. 035 dated March 6, 2002, published in the Official Gazette of the Bolivarian
Republic of Venezuela No. 37.400, dated March 8, 2002.

4.- For purposes of the appropriate performance of said
Contract, the CORPORACION VENEZOLANA DE GUAYANA may enter into DESIGN,
CONSTRUCTION, AND OPERATION contracts WITH THIRD PARTIES, after informing the
Ministry of Energy and Mines in writing.

5.- Prior to commencing the operative activities of the
project, all of the corresponding environmental permits must have been obtained
and complied with.

CLAUSE FIRSTINTERPRETATION

1.1 Definitions. In this Contract, unless otherwise
expressly established, the following words and phrases shall have the meaning
established below:

Contract means this mining operation contract and its
Exhibits and written amendments made by the Parties.

Effective Date means the date of execution of this Contract
by the parties before a Notary Public.

Material Breach means any act or omission of any of the
Parties that causes an essential damage to: (i) the business, the result of the
operation, or the financial conditions of the other Party; (ii) the other
Partys ability to timely and fully perform its obligations herein prescribed,
according to the terms herein established; (iii) the validity or legal
effectiveness of the Contract or of the rights of the other Party.

Law of Mines means the Decree with the Status and Force of
Law of Mines, published in Official Gazette No. 5.382, dated September 28, 1999,
as well as its Regulations, decrees, resolutions and other applicable laws.

MEM means the Ministry of Energy and Mines.

Parties, in the plural, means both parties executing this
Contract, that is, the Corporación Venezolana de Guayana and CRYSTALLEX and, in
the singular (Party), means each of them.

Environmental Permits means the Permit to Affect Resources
for Exploitation of gold, copper, and other minerals granted by the Ministry of
the Environment and Natural Resources, as well as any other environmental permit
or authorization that may be required by said Ministry or any other competent
authority or by the law for the performance of the activities in Las Cristinas.

Small Miners means groups of small miners organized and
identified as: Nuevas Claritas, Siete estrellas, Los Rojas, and la Bolivariana,
established in delimited areas within the Las Cristinas project.

Annual Production Plan refers to the document annually
submitted by CRYSTALLEX to the consideration and approval of THE CORPORATION,
the content of which comprises an estimate of the following points: -
Investments, - production volume, - processing capacity, - operating costs, -
logistics, - number of workers, - gold production, - gold price, - income for
sales, and any other elements related to the project development and execution.

Monthly Gold Price means the average monthly gold price,
which shall be calculated by dividing the sum of all London Bullion Market
Association P.M. BID Gold Fix prices (which fixes the closing price of said
mineral per refined gold Troy ounce on that day) reported for the corresponding
month by the number of days for which said prices were established.

Production refers to the quantity of gold mineral processed
per day, expressed in tons per day (t/d).

D-3

---

Tenor means the content of gold in the gold material of the
deposit, measured at the entry of the mill of the processing plant, expressed in
grams per dry tons(gr/t).

CLAUSE SECONDPURPOSE OF THE CONTRACT

2.1 THE CORPORATION, according to authorization issued by the
MEM, through Contract dated May 16, 2002, authenticated before the Second Notary
Publics Office of Puerto Ordaz, Caroni Minicipality, State of Bolivar, recorded
in the Authentication Books under No.08, Volume 82, dated June 13, 2002 and the
First Notary Publics Office of the Municipality of Barota of the State of
Miranda, recorded under No. 28, Volume 40 of the Authentication Books, on June
19, 2002, hereinafter referred to as the CVG-MEM Contract, which is attached
hereto and an indivisible part hereof, authorizes CRYSTALLEX, and the latter so
accepts, to make all necessary investments and works to reactivate and execute
in full the mining project of CRISTINA 4, CRISTINA 5, CRISTINA 6, and CRISTINA
7, design, construct the plant, operate the same and process the gold material
for its subsequent commercialization and sale, and transfer the mine and its
facilities to THE CORPORATION upon the end of the Contract , in accordance with
the provision of Article 102 of the Law of Mines. The Las Cristinas 4, 5, 6, and
7 project is located in the Municipality of Sifontes of the State of Bolivar, in
the Bolivarian Republic of Venezuela. Its location is described in the Plan
attached hereto as Exhibit A, which has been signed by CRYSTALLEX and THE
CORPORATION and is a part hereof. According to said plan, THE CORPORATION
authorizes CRYSTALLEX to exploit and recover gold mineral present in the area of
Las Cristinas 4, 5, 6, and 7, within the following boundaries that are defined
in said Plan by a closed traverse line and by vertices expressed in U.T.M.
coordinates (Universal Transversal de Mercator):

AREA CALLED CRISTINA 4. Total area one thousand hectares (1,000
Ha.).

POINT
    NORTH (m)
    EAST
      (m)BOT  1
    683,208.00
    666,284.00BOT  2
    685,208.00
    666,284.00BOT  3
    685,208.00
    671,284.00BOT  4
    683,208.00
    671,284.00


AREA CALLED CRISTINA 5. Total area nine hundred thirty-nine
hectares and four ares (939.4 Ha.).

POINT
    NORTH (m)
    EAST
      (m)BOT  1
    685,208.00
    671,284.00BOT  2
    685,208.00
    668,340.00BOT  3
    687,070.00
    668,340.00BOT  4
    687,070.00
    673,340.00BOT  5
    685,208.00
    673,340.00


AREA CALLED CRISTINA 6. Total area nine hundred forty-four
hectares and two ares(944.2 Ha.).

POINT
    NORTH (m)
    EAST
      (m)BOT  1
    685,208.00
    668,340.00BOT  2
    685,208.00
    663,340.00BOT  3
    687,070.00
    663,340.00BOT  4
    687,070.00
    668,340.00


AREA CALLED CRISTINA 7. Total area one thousand two hectares
(1,002 Ha.).

POINT
    NORTH (m)
    EAST
      (m)BOT  1
    687,070.00
    663,340.00BOT  2
    689,070.00
    663,340.00BOT  3
    689,070.00
    668,340.00


|BOT  4 | 687,070.00 | 668,340.00
|------- | ---------- | ----------

D-4

---



The works to be performed by CRYSTALLEX for the design,
construction, start-up, and exploitation of the mine subject-matter of the Las
Cristinas 4, 5, 6, and 7 Project comprise the geological-mining planning and
the supply of all materials, labor, machinery, equipment, spare parts, and other
resources materials or elements that are necessary for the development,
exploitation, processing, commercialization and sale of the gold mineral present
in said mine, according to the terms hereof.

2.2      FEASIBILITY STUDY

2.2.1  CRYSTALLEX binds itself to submit to THE
CORPORATION the Technical, Economic, Financial Feasibility Study within a term
not exceeding one (1) year as from the date of execution hereof, in order for it
to be analyzed, considered and approved before commencement of the works. During
said period, CRYSTALLEX must maintain a minimum of field activity allowing for
the generation of jobs in the communities adjacent to the Project area.

2.2.2  The Feasibility Study must conform to the
guidelines established in this contract and be for the benefit of both parties.
The approval of said Feasibility Study must be evidenced in writing and shall be
attached hereto as Exhibit B, which shall be an indivisible part hereof.

CLAUSE THIRDINVESTMENT PROGRAM

CRYSTALLEX binds itself to make all necessary investments for
the reactivation and execution of the Las Cristinas 4, 5, 6, and 7 mining
Project, as estimated according to the Feasibility Study approved by THE
CORPORATION. To that end, CRYSTALLEX must submit to THE CORPORATION, at the same
time and as a part of the Feasibility Study referred to in the foregoing clause,
a program and/or schedule of investment disbursement and performance, as well as
the financing sources and their conditions. This investment program and/or
schedule shall be approved and signed by CRYSTALLEX and THE CORPORATION in a
document attached hereto as Exhibit C, which shall be an integral part hereof.

CLAUSE FOURTHEXPLOITATION PLANS

1.- CRYSTALLEX must submit to THE CORPORATION the Exploitation
Plans for the Life of the Project and the detailed Annual Exploitation Plans.
The Exploitation Plan for the Life of the Project, as well as the annual plans,
must be accepted in writing by THE CORPORATION for their implementation.

Said Investment Programs and the Exploitation Plans must
contain the necessary technical information, at the request of THE CORPORATION
which may request at any time additional information from CRYSTALLEX or may
propose modifications or adjustments that it deems to be reasonably necessary.

2.- CRYSTALLEX must specify in said Plans the mineral
excavation volumes and barren volumes, waste disposal, handling of effluents,
environmental protection, industrial safety, and any other aspect that THE
CORPORATION deems pertinent, which aspects shall be informed to CRYSTALLEX
sufficiently in advance, depending on the technical characteristics of the
information required.

CLAUSE FIFTHPRODUCTION VOLUME

1.- CRYSTALLEX binds itself to put the Las Cristinas 4, 5, 6,
and 7 mining Project into production within the period of time established in
clause Ninth of the CVG-MEM Contract entered into on May 16, 2002.

2.- CRYSTALLEX binds itself to annually recover from the mine
subject-matter of the Las Cristinas 4, 5, 6, and 7 Project an average daily
production volume of present gold mineral, as indicated in the Annual Production
Plan agreed by the parties, which shall be attached hereto as Exhibit D and an
integral part hereof.

D-5

---

3.- CRYSTALLEX binds itself to process the gold mineral volume
specified in the Annual Production Plan at the plant to be installed by it in
accordance with the Project, incorporating the greatest quantity of added value.

4.- CRYSTALLEX shall exploit and recover the barren material
that cannot be stored in the mine and put it in a place therefor fitted out, in
agreement with the environmental legislation.

CLAUSE SIXTHECONOMIC COMPENSATION

1.- CRYSTALLEX shall make the following mandatory payments to
THE CORPORATION:

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

|GOLD:                                                             |     
|----------------------------------------------------------------- | ----
|US$ Price/Troy ounce                                              |     
|%                                                                 |     
|Less than 280 $/ounce                                             | 1.00
|Equal to or more than 280 $/ounce and less than 350 $/ounce       | 1.50
|Equal to or more than 350 $/ounce and less
      than 400 $/ounce | 2.00
|More than 400 $/ounce                                             | 3.00

These royalties are different from the Exploitation Tax
established in the Law of Mines that CRYSTALLEX shall pay to THE REPUBLIC and
are subject to revision in accordance with the laws ruling the matter.

CLAUSE SEVENTHSPECIAL ADVANTAGES

CRYSTALLEX binds itself to comply with the following Employment
Plan and Social Community Development Program:

FOR YEAR 2002:

- To generate 50 jobs and bear the costs of maintenance of the facilities
  and of the 24 people currently working
- To continue with the technical assistance to the five (5) Small Miners
  Associations operating in the Project Small Miners area.
- To bear the costs of maintenance, supplies, and other operation expenses
  of the Centro Medico Asistencial Las Claritas, which shall
  provide services to the project personnel and to the community, and
  transforming the same from Ambulatory Rural Type II to Ambulatory Urban Type L

FOR YEAR 2003:

- To generate 50 additional jobs during the twelve (12)
      months of the year
- To build at least 30 houses in the local Community of
      Santo Domingo.
- To train personnel in the Community to handle the
      necessary machinery and equipment for mining operations.
- To develop Social Programs for the benefit of the
      Community

| | 1. | Installation and integration of clean water treatment
      plants:                     
| | -- | ----------------------------------------------------------------------------------------
| |    | •                                                                                       
| |    | •                                                                                       
| | 2. | Construction of sewerage systems:                                                       
| |    | •                                                                                       
| | 3. | Improvement and Paving of the existing road between
      Kilometer 85 and Las Cristinas

D-6

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FOR THE FOLLOWING YEARS OF THE TERM OF THIS CONTRACT,
CRYSTALLEX shall continue to: provide technical assistance to the small miners
associations operating in the small miners area of the Project, bear the costs
of maintenance, supplies and other operation expenses of the Centro Medico
Asistencial Las Claritas, maintain the scholarship and internship programs
for students, and the training of personnel, perform the activities of
maintenance of the road to which the paragraph corresponding to year 2003
refers.

CLAUSE EIGHTHCRYSTALLEXS OBLIGATIONS

1.- CRYSTALLEX warrants that the operations of the mine
subject-matter of Las Cristinas 4, 5, 6, and 7 Project shall be carried out by
competent personnel with expertise in the gold mining area. To that end, it
shall establish Training Programs for the personnel. According to Article 27 of
the Organic Labor Law, during performance of this contract, at least ninety
percent (90%) of the employees and of the workers are to be Venezuelans, except
as established in Article 28 of said Law. Likewise, as from the date of
execution hereof, CRYSTALLEX takes on the administrative personnel and workers
that work at the operation and maintenance facilities of the Camp committed to
Las Cristinas 4, 5, 6, and 7 Project, according to the payroll provided by THE
CORPORATION and identified by letter B.

2.- CRYSTALLEX shall use the most advanced technologies in
order to achieve international standards and competitive cost. Likewise, it
covenants that the gold mineral shall be recovered according to the best mining
techniques in order to achieve an optimal recovery of the resource, making
efforts to preserve the deposit and the environment in the performance of the
exploitation works. CRYSTALLEX shall adapt to the provisions established in the
Annual Production Plan approved by THE CORPORATION.

3.- CRYSTALLEX is bound to meet the committement of production
and tenor of the gold mineral recovered, in accordance with the Annual
Production Plan. Therefore, it binds itself to:

3.1
Adopt the necessary precautions and measures to prevent and avoid occupational
accidents and place special interest in the compliance with the provisions of
the Ministry of Labor about Industrial health and safety, in pursuance of the
applicable legislation.

3.2
Supply the equipment, consumable materials, and related services, such as
drainage, dams, electrical control and distribution facilities, compressed air,
ventilation system, pumping systems, drinking water treatment facilities, sewage
facilities, communications and transport internal and external routes, dining
areas and, in general, all facilities operated by it in the mine area.

3.3
CRYSTALLEX is the sole employer of the personnel assigned to the performance of
the works subject-matter of this contract. Therefore, it must bear the payment
of all obligations derived from their employment relationship and strictly
comply with the provisions of any applicable laws.

CRYSTALLEX expressly accepts to release THE CORPORATION from
any joint and several liability as established in the Organic Labor Law. By
virtue of the foregoing, CRYSTALLEX binds itself to reimburse all expenses or
payments that THE CORPORATION may be bound to make by reason of labor actions
filed against the same by virtue of the joint and several liability established
in the aforesaid legal provisions.

3.4
CRYSTALLEX must provide THE CORPORATION with the technical documentation for the
obtainment of the environmental permits necessary for the operation of the mine
subject-matter of Las Cristinas 4, 5, 6, and 7 Project. CRYSTALLEX must strictly
comply with the applicable environmental legislation in the performance of the
works subject-matter of this contract.

3.5
CRYSTALLEX shall handle together with THE CORPORATION the obtainment of all
permits for use of explosives and others stipulated by the Venezuelan laws and
regulations in this connection.

D-7

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3.6
CRYSTALLEX, with the support of THE CORPORATION, must obtain the municipal,
state or national permits or authorizations required for its legal operation, if
applicable.

3.7
CRYSTALLEX binds itself to engage, according to its operating requirements,
Venezuelan service companies, preferably local and regional companies, and to
purchase Venezuelan consumable supplies and materials to be used in this
project, in accordance with the provisions of Presidential Decree No. 1.892
dated July 25, 2002, published in Official Gazette of the Bolivarian Republic of
Venezuela No. 37.494, dated July 30, 2002.

3.8
CRYSTALLEX binds itself to deliver to THE CORPORATION, under inventory, at the
end of the term hereof, all facilities and equipment existing on such date and
in proper operating conditions, normal wear and tear excepted, which must
coincide with the inventory or list of equipment or facilities notified by
CRYSTALLEX to THE CORPORATION at the time of their acquisition or construction,
as the case may be, during the term of this contract. To that end, CRYSTALLEX
binds itself to deliver to THE CORPORATION the list of equipment to be imported
with its charcteristics and specifications, including its commercial value.

3.9
CRYSTALLEX shall deliver to THE CORPORATION, through the liaison Manager, within
the first seven (7) days of each month, a report of the activities performed
(technical studies made, including field and production information), as well as
any other information required from it, for purposes of following up the project
development.

3.10
CRYSTALLEX binds itself to desist from and judicial claim or action that it may
have against THE CORPORATION and THE CORPORATION binds itself to accept.

CLAUSE NINTHTHE CORPORATIONS OBLIGATIONS

1.- THE CORPORATION binds itself to deliver to CRYSTALLEX the
existing technical studies performed about the area to be contracted, in order
for CRYSTALLEX to make the Certification of the same and afterwards prepare the
Feasibility Study.

2.- THE CORPORATION may propose to CRYSTALLEX such specialized
technical personnel as THE CORPORATION considers fit for the development of this
project and CRYSTALLEX is free to hire said suggested personnel.

3.- THE CORPORATION shall deliver to CRYSTALLEX, through an
inventory attached hereto as Exhibit F, at the beginning of the term hereof,
the current facilities of the mine subject-matter of the Las Cristinas 4, 5, 6,
and 7 Project, for the purposes of the contract.

4.- THE CORPORATION shall take the necessary steps for the
obtainment of the environmental and mining permits required for the execution of
this Project. In any case, the periods of time established in this contract
shall not begin to elapse until the obtainment of said authorization permits.

5.- All notifications to the MEM hereunder shall be from THE
CORPORATION.

CLAUSE TENTHBONDS OR GUARANTIES

1.- CRYSTALLEX must present within the first sixty (60) days
following execution of the contract and every year a faithful performance bond
issued by a bank, for the performance of the contract, corresponding to five
percent (5%) of the production value of the time that the construction lasts,
which bond is to be released with the Certificate of Commencement (Acia de
Inicio) of commercial production issued by THE CORPORATION. Likewise,
CRYSTALLEX must keep an insurance policy for the equipment and facilities in
order to cover damages, such as robbery, theft, fire and floods. Also, it must
present a labor bond to guaranty the labor liabilities to be accrued each year.

2.- CRYSTALLEX, before commencing construction and
exploitation, shall present the environmental bonds in favor of the Ministry of
the Environment and Natural Resources that guaranty the remedy of the
environmental damages that may be caused by the construction and exploitation
prescribed in the Project, in order to proceed in accordance with Article 59 of
the Law of Mines.

D-8

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CLAUSE ELEVENTHTECHNICAL SUPERVISION

1.- THE CORPORATION shall create a Liaison Technical Management
(Gerencia Técnica de Enlace) composed of a team of professionals who
shall be in charge of supervising the proper progress of the works. Such team
shall be under the responsibility of a Link Manager who may be freely designated
and removed by THE CORPORATION. THE CORPORATION shall deliver to CRYSTALLEX in
writing, as a result of the supervision, the comments or recommendations that it
deems convenient and CRYSTALLEX must give consideration to the same in the terms
indicated, unless CRYSTALLEX has different criteria with respect to the issues
stated, which criteria must be informed to THE CORPORATION in a reasoned manner
for the corresponding discussion to reach an agreement to the satisfaction of
the parties. Likewise, CRYSTALLEX must bear the expenses of the remuneration of
said Technical Management personnel and shall provide the necessary logistic
support: it shall make physical space with its corresponding office furniture
and computers available, provide transportation, board and lodging and shall
allow free access to the Project area by the Technical Management personnel.

CLAUSE TWELFTHSMALL MINERS

CRYSTALLEX binds itself to provide technical assistance under
the guidance of THE CORPORATION to groups of Small Miners organized and
identified as Nueves Claritas, Siete estrellas, Los Rojas, and La Bolivariana,
established in delimited areas within the Las Cristinas project, and any other
group that may be organized and that is approved by CRYSTALLEX, in order to
guaranty sound operating practices and a lesser environmental impact.

CLAUSE THIRTEENTHNOTICES

All notices to be given hereunder shall be in writing, in the
Spanish language, and personally delivered. The notices shall be sent to the
following addresses:

CORPORACION VENEZOLANA DE GUAYANA Edificio CVG - Alta Vista
Puerto Ordaz, Batado Bolivar. REPUBLICA BOLIVARIANA DE VENEZUELA
Attention: Gral (Div) Francisco José Rangel Gómez Presídente de la
Corporación Venezolana de Guayana. Telephone: 0286 9681474 - 9681475

  Telefax: 0286 9624805

CRYSTALLEXs NAME Address: Torre Forum, piso 12, Avenida
Principal de Las Mercedes con calle Gusicaípuro, Urbanización El Rosal,
Municipio Chacao. Attention: Ing. Luis Felipe Cottin Title:
Presidente de Crystallex de Venezuela, C.A. Telephone: 0212 9526061

  Telefax: 0212 9525011

Any of the parties may, by written notice, designate another
officer as the addressee of the notices, as well as a new address for sending
the corresponding notices. All notices shall be deemed to be given at the time
when they are received by the corresponding addressee.

D-9

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CLAUSE FOURTEENTHBREACH

1.- If during the performance of the works herein prescribed,
in a period of one year, CRYSTALLEX is not able to meet the average daily
production or tenor of the mineral recovered established in the Annual
Production Plan, CRYSTALLEX shall provide an economic compensation to THE
CORPORATION in proportion to the benefits not received.

In order to quantify this effect of breach, the one-year period
shall be counted as from the first day of work prescribed in the Annual
Production Plan and, the total production of the year divided by three hundred
and sixty-five days (365) shall be used as the daily average.

The suspensions of operations due to force majeure are excepted
from being considered as breach, in accordance with Clause Fifteenth hereof.

2.- Likewise, the causes described in Article 98 of the Law of
Mines shall be deemed to be breaches.

3.- Also, the breach of the environmental conditions issued by
the Ministry of the Environment and Natural Resources (MARN) shall be penalized.

4.- The causes defined as Material Breach in Clause First of
this contract.

CLAUSE FIFTEENTHFORCE MAJEURE

None of the parties shall be liable for any breach of the
obligations undertaken hereunder, when such breach results from force majeure,
which shall consist in any circumstance beyond the control of any of the parties
that has not been reasonably foreseen and overcome and that may impede or
excessively delay the performance of any obligation established in the contract.
Such circumstances include, but are not limited to, events of nature such as
floods, earthquakes, strong winds, as well as wars, sedition, epidemic, fire or
any other of the same magnitude, and they also include new laws, decrees,
regulations, ordinances or administrative acts of the government at its
different levels or branches of State Power (Público), issued by any legally
competent public authority of the corresponding matter, provided that when such
events occur the affected party exercises the due care and diligence to
reasonably control, avoid or prevent the event and the damaging consequences of
the same. Any of the parties shall notify the other in writing, as soon as
possible, if such party is not able to perform any of its obligations due to
force majeure, as well as the reason for said non-compliance and must resume
performance, if such were the case, within a reasonable period after
disappearance of the force majeure. But in no case and for no reason shall the
term of this contract be extended beyond the period hereinafter establishes.

CLAUSE SIXTEENTHTERMINATION OF THE CONTRACT

1.- THE CORPORATION and CRYSTALLEX may agree upon the
termination hereof by mutual agreement when it is considered convenient due to
the circumstances. After a period of time has been agreed by the parties for the
termination of the contract, they both bind themselves to fully perform the
obligations undertaken hereunder.

2.- In the event of any of the parties breach, according to
clause Sixteenth, the affected party shall have the right to terminate this
contract immediately after the elapsing of ninety (90) days as from the date on
which one of the parties gives written notice to the other attributing to it in
a reasoned manner the breach of any of the obligations undertaken hereunder,
provided that said breach has not been remedied within such period of time. If
the party that involves the breach considers that it may be remedied before the
aforesaid ninety (90) days, it must expressly indicate in the notice to the
other party the reasonable period of time within which such breach is to be
remedied, expressly stating the reasons on which said period of time is based.
If the breach is remedied in a period of time longer than that reasonably stated
by the affected party or than that accepted by such affected party upon the
proposal of the other party, provided that such period of time does not exceed
the maximum limit of (90) days, the breaching party shall pay to the other party
the corresponding damages caused by the delay.

D-10

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The stipulations of this number shall be applied in all cases
of breach of this contract, except in the cases in which the clause establishes
the form and time for rescission due to breach, and except as prescribed in
Clause Twenty-fourth hereof.

CLAUSE SEVENTEENTHENVIRONMENTAL LEGISLATION

1.- CRYSTALLEX shall be responsible for compliance with the
provisions in force regarding environmental conservation, defense, and
improvement, specially those referred to the control of environmental impact of
mining activities and correction, recovery, and improvement of the affected
areas.

2.- The mining activities developed in the parcels must be
performed in a national and scientific manner, in accordance with the
sustainable development principle, environment conservation, and land use
planning, according to articles 5 and 15 of the Law of Mines.

3.- CRYSTALLEX is entitled to the rational use and utilization
of public domain waters, provided that it observes the environmental provisions,
respectively. Likewise, if necessary, it may use private domain waters, either
through the establishment of easements or via expropriation, provided that the
requirements established in the application legislation are met.

4.- CRYSTALLEX must prepare the Environmental Handling Program
and THE CORPORATION shall review and validate the same and be in charge of the
steps to be taken before the Ministry of the Environment and Natural Resources.

CLAUSE EIGHTEENTHTERM OF THE CONTRACT

1.- This contract shall be in force as from the date of its
execution for a period of twenty (20) years, extendible for one (1) or two (2)
periods of ten (10) years, with the previous written agreement of the parties.
Said extension must be notified before the term of the contract.

2.- CRYSTALLEX binds itself to define and establish, by mutual
agreement with THE CORPORATION and within one (1) year before the end of this
contract, a plan for the transfer of the assets of the Las Cristinas 4, 5, 6 and
7 mine and its operations to THE CORPORATION.

CLAUSE NINETEENTHSETTLEMENT OF CONFLICTS

Any doubts and controversies of any nature whatsoever that may
arise out of the performance of this contract and which may not be amicably
settled by the parties shall be decided by the competent courts of the
Bolivarian republic of Venezuela, in accordance with its laws, and in no case
and for no reason may they give rise to claims before foreign courts.

CLAUSE TWENTIETHASSIGNMENT OF CONTRACT

CRYSTALLEX may not assign, directly or indirectly, in whole or
in part, its rights and/or delegate its obligations hereunder to another natural
or legal person. Any assignment and/or delegation made in violation of this
clause shall be null and without effect, except for the legal penalties derived
from such assignment or delegation.

CLAUSE TWENTY-FIRSTREPRESENTATIONS

1.- The parties, being aware of the impossibility of foreseeing
all contingencies that may arise during performance of this contract, agree that
their intention is to agree between them on the basis of equity and without
damaging the interests of both of them. If during performance hereof, any
inequality, damage or injustice arises against any of them, they shall by mutual
agreement endeavor to take the necessary actions to eliminate or remedy such
inequality or damage.

D-11

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2.- The Ministry of Energy and Mines has granted the THE
CORPORATION, by means of a contract entered into on May 16, 2002, in accordance
with the provisions of Decree No. 1.757 of the President of the Republic dated
April 29, 2002, published in Official Gazette of the Bolivarian Republic of
Venezuela No. 37.437, dated May 7, 2002, the areas called Cristinas 4, 5, 6 and
7 located in the Sifontes Municipality of the State of Bolivar for the
exploration, recovery and sale of the gold mineral present in deposits located
in said areas. Likewise, it has been authorized to use the property committed to
said areas that was transferred to the Republic in accordance with resolution
No. 035 dated March 6, 2002, published in Official Gazette of the Bolivarian
Republic of Venezuela No. 37.400 dated March 8, 2002. Therefore, no property
rights are transferred to CRYSTALLEX by virtue of this contract or its Exhibits.

3.- this contract is materially and legally complemented and
supported, in addition to the stipulations herein, by its Exhibits mentioned in
the text of this contract, which Exhibits are an integral and indivisible part
hereof.

4.- For purposes hereof, it shall be understood that for the
technical, geological and legal knowledge of the Las Cristinas Project that
CRYSTALLEX has, it is willing, for its own risk and account, to invest its
human, technical, and financial resources in the exploitation of the deposit,
without having anything to claim now and in the future on account of the results
obtained in the exercise of said activities, since as a professional specialized
in mining activities it took precautions, made the pertinent studies, and was
able to foresee the existing situations with respect to geology, production,
historical production figures, mineralogical formation, potential and estimates
of the results obtained and to be obtained. According to Article 34 of the Law
of Mines, the existence of the mineral and that the same is industrially and
economically exploitable are presumed, until proven to the contrary, but THE
CORPORATION undertakes no responsibility with the execution of the contract for
the truth of such facts. To such end, THE CORPORATION and CRYSTALLEX must verify
the existing technical information to be delivered by THE CORPORATION within a
term of ninety (90) days as from the execution hereof, which shall be certified
in the Minutes issued for such purposes.

CLAUSE TWENTY-SECONDCOMPLEMENTARY PROVISIONS

1.- The parties shall prepare and sign, within a term of thirty
(30) working days as from execution of this contract, a detailed inventory of
the facilities, property and equipment owned by the Republic that exist in the
area of Las Cristinas 4, 5, 6, and 7 at the time when said inventory is signed,
in accordance with number 3 of Clause Ninth hereof, which inventory shall be an
integral part of this contract.

2.- Should the MEM grant THE CORPORATION an authorization for
the exploration, exploitation, commercialization, and sale of the copper mineral
existing in the Las Cristinas 4, 5, 6, and 7 area, THE CORPORATION binds itself
to enter into the corresponding addendum with CRYSTALLEX, complementary to this
contract, in order to fix the conditions in which said activities shall be
performed by CRYSTALLEX.

3.- This contract may be amended by mutual agreement of the
parties, by means of an addendum therefor entered into, without changing the
spirit, purpose and reason that led them to enter into it.

CLAUSE TWENTY-THIRDAPPLICABLE LAW

The contracting parties expressly declare that this contract
and its exhibits shall be governed by the laws of the Bolivian Republic of
Venezuela.

CLAUSE TWENTY-FOURTHRESCISSION OF CONTRACT

This contract may be unilaterally rescinded by THE CORPORATION,
with no indemnification whatsoever for CRYSTALLEX, in the event of delay in
commencement, suspension of any of the activities, or breach of contract for a
period of one (1) year without a duly justified reason.

D-12

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CLAUSE TWENTY-FIFTHDOMICILE

Without prejudice to the jurisdiction corresponding to the
Political-Administrative Chamber of the Supreme Court of Justice to take
cognizance of the controversies relating to administrative contracts, the city
of Ciudad Guayana, Caroni Municipality of the State of Bolivar, is chosen as the
special domicile and the controversies shall be submitted to the courts of said
city.

This contract is made in three (3) counterparts with the same
contract and effects, in Ciudad Guayana, on the seventeenth day of the month of
September of year 2002.

|By THE CORPORATION | By CRYSTALLEX     
|------------------ | ------------------
|(Sgd.) (Illegible) | (Sgd.) (Illegible)

BOLIVARIAN REPUBLIC OF VENEZUELA, Dr. PEDRO E. ALFARO, NOTARY
PUBLIC OF THE FOURTH NOTARY PUBLICS OFFICE OF PUERTO ORDAZ, AUTONOMOUS
MINICIPALITY OF CARONI OF THE STATE OF BOLIVAR, Puerto Ordaz, September 17, Two
Thousand and Two, 192° and 143°. The foregoing document drawn up by lawyer
FIRELY C. NAVARRO, registered in the Inpreabogado under No. 11121 was
presented to be authenticated and returned, as per form No. 38890, dated
09-17-2002. The parties executing the document being present, they stated that
their names were FRANCISCO JOSÉ RANGEL GOMEZ AND MARC J. OPPENHEIMER, of legal
age, domiciled in Puerto Ordaz, State of Bolivar, a citizen of Venezuela and a
citizen of the United States of America, both married, holders of Identity Card
No. 2.520.281 and Passport No. 152092004. The original having been read to them
and compared to its copies and such original and copies having been signed
before the Notary, the executing parties stated: ITS CONTENT IS TRUE AND OURS
THE SIGNATURES THAT APPEAR AT THE BOTTOM THEREOF. The Notary, by virtue
whereof, declares it authenticated in the presence of witnesses YANNINA GUILLEN
and GABRIELA RODRIGUEZ, holders of Identity Cards Nos. 11.995.595 and
11.636.896. The document was recorded under No. 16, Volume 86 of the Books of
Authentication kept by this Notary Publics Office. The undersigned Notary
Public certifies that in this act Article 78, Number 2 of the Decree with the
Force of Law on Public Registry and Notary Publics Offices was complied with.
Likewise, he certifies that he saw: 1) Decree No. 430 of the CORPORACIÓN
VENEZOLANA DE GUAYANA, dated 12-29-1960, published in Official Gazette of the
Republic of Venezuela No. 26.445 dated 12-30-1960, the last amendment to which
having been made through Decree of Law No. 1.531 dated 11-07-2001, published in
Official Gazette of the Bolivarían Republic of Venezuela No. 5,553 dated
11-12-2001, which has the prerogatives and privileges that the National Treasury
grants in the Preliminary Title of the Organic Law on National Public Finance
and is exempt from the payment of all taxes, duties, and contributions as
determined by articles 24 and 25 of said Decree, represented by its President,
Francisco Rangel Gomez, according to designation made by the President of the
Republic through Presidential Decree No. 1.034, published in Official Gazette of
the Bolivarían Republic of Venezuela No. 37.054, on 10-10-2000, sufficiently
authorized for this act according to articles 36 and 37 of said Decree-Law. 2)
Resolution No. 8.700 and Resolution DIR-No. 8,705 dated: 09-02-2002 and
09-16-2002, respectively. 3) Resolution of the Board of Directors of CRYSTALLEX
INTERNATIONAL CORPORATION dated 09-16-2002. 4) The Notarys Office was convened
at the office of C.V.G., Alta Vista, Puerto Ordaz, today, at 11:00 a.m., upon
the request from the interested party.

The Notary Public (Sgd.) (Illegible). Dr. Pedro E. Alfaro,
Fourth Notary Public of Puerto Ordaz. The Witnesses. (Sgd.) (Illegible) Yamína
Guillén. (Sgd.) (Illegible) Garbriela Rodríguez. The executing Parties (Sgd.)
(Illegible) Francisco J. Rangel Gomez, (Sgd.) (Illegible) Marc J. Oppenheimer.

The undersigned Notary Public does hereby certify that he saw
By-Laws No. 1, By-laws referred to, in general, to the performance of the
businesses and affairs of CRYSTALLEX INTERNATIONAL CORPORATION, dated
01-23-1998.

THE NOTARY PUBLIC, Dr. Pedro E. Alfaro M. Fourth Notary Public
of Puerto Ordaz.

(There is a linear seal that reads: Attorney Firely C.
Navarro, L.P.S.A. No. 11121. VPC Legal Affairs and there is an illegible
signature on the same. There is a linear seal that reads: Fourth Notary
Publics Office of Puerto Ordaz, Form No. 38890. Fees: n/a. Execution:
09-17-02. There are several round seals that read: Bolivarían Republic of
Venezuela. Ministry of the Interior and Justice, Fourth Notary Publics Office.
Autonomous Municipality of Caroni, Pto Ordaz, with the Coat of Arms of the
Bolivarían Republic of Venezuela in the center. There are initials on the
pages).

D-13

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The foregoing is a true and exact translation of the attached
document written in Spanish, rendered upon the request from an interested party,
IN WITNESS WHEREOF, I affix my signature and stamp my official seal in Caracas,
on this eighteenth day in the month of January, year Two Thousand and Five.

D-14

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PRESIDENTIAL DECREE 1.757

|Decree No. 1.757 | April 29, 2002
|---------------- | --------------

HUGO CHAVEZ FRIASPresident of the Republic

In compliance of article 23 of the Decree with Rank and Force
of Law of Mines, in Council of Ministers in Government.

WHEREAS

It is a priority for the Republic, the reactivation of the
mining activity to the effects of increasing its contribution to the National
Product and to the generation of employment,

WHEREAS

That the Activities of Mining are of relevant importance for
the Region of Guayana,

WHEREAS

That the deposits located in the area of the expired and
extinguished gold concessions Cristina 4, Cristina 5, Cristina 6 y Cristina 7,
constitute an important reservoir of this mineral,

DECREES

Article 1°. Shall be reserved to the National Executive,
through the Ministry of Energy and Mines, the direct exercise of the exploration
and exploitation of the gold mineral located at the deposit in the area of the
expired and extinguished concessions of gold Cristina 4, Cristina 5, Cristina 6
and Cristina 7, located in the Municipality of Sifontes of the State of Bolivar.

Article 2°. The area denominated Cristina 4 has a total
surface of approximately ONE THOUSAND HECTARES (1000 Ha), defined by a closed
polygonal and vertex expressed in the coordinates U.T.M. (Universal Transversal
of Mercator) Huso 20, Datum La Canoa and Datum Sirgas-Regven

Datum La Canoa.

Datum La Canoa
    Datum Sirgas-Regven




POINT
    NORTH(m)
    EAST (m)
    NORTH (m)
    EAST (m)BOT-1
    683,208.00
    666,284.00
    682,850.76
    666,093.52BOT-2
    685,208.00
    666,284.00
    684,850.76
    666,093.52BOT-3
    685,208.00
    671,284.00
    684,850.76
    671,093.50BOT-4
    683,208.00
    671,284.00
    682,850.78
    671,093.50


Article 3°. The area denominated Cristina 5 has an
approximated total surface of NINE HUNDRED THIRTY NINE WITH FOUR HECTARES (939,4
Ha), defined by a closed polygonal and vertex expressed in the coordinates
U.T.M. (Universal Transversal of Mercator) Huso 20, Datum La Canoa. And Datum
Sirgas-Regven

D-15

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Datum La Canoa
    Datum Sirgas-Regven




POINT
    NORTH(m)
    EAST (m)
    NORTH (m)
    EAST (m)BOT-1
    685,208.00
    671,284.00
    684,850.77
    671,093.50BOT-2
    685,208.00
    668,340.00
    684,850.77
    668,149.50BOT-3
    687,070.00
    668,340.00
    686,712.76
    668,149.50BOT-4
    687,070.00
    673,340.00
    686,712.78
    673,149.49BOT-5
    685,208.00
    673,340.00
    684,850.77
    673,149.49


Article °4. The area denominated Cristina 6 has an
approximated total surface of NINE HUNDRED FORTY FOUR AND TWO HECTARES (944,02
Ha), defined by a closed polygonal and vertex expressed in the coordinates
U.T.M. (Universal Transversal of Mercator) Huso 20, Datum La Canoa. And Datum
Srigas-Regven

Datum La Canoa
    Datum Sirgas-Regven




POINT
    NORTH(m)
    EAST (m)
    NORTH (m)
    EAST (m)BOT-1
    685,208.00
    668,340.00
    684,850.77
    668,149.50BOT-2
    685,208.00
    663,340.00
    684,850.75
    663,149.52BOT-3
    687,070.00
    663,340.00
    686,712.74
    663,149.52BOT-4
    687,070.00
    668,340.00
    686,712.76
    668,149.50


Article 5°. The area denominated Cristina 7 has an
approximated total surface of ONE THOUSAND TWO HECTARES (1002 Ha), defined by a
closed polygonal and vertex expressed in the coordinates U.T.M. (Universal
Transversal of Mercator) Huso 20, Datum La Canoa and Datum SirgasRegven.

Datum La Canoa
    Datum Sirgas-Regven




POINT
    NORTH(m)
    EAST (m)
    NORTH (m)
    EAST (m)BOT-1
    887,070.00
    563,340.00
    686,712.74
    663,149.52BOT-2
    689,070.00
    663,340.00
    688,712.73
    663,149.51BOT-3
    689,070.00
    668,340.00
    688,712.75
    668,149.50BOT-4
    687,070.00
    668,340.00
    686,712.73
    668,149.50


Article 6°. In exercise of the right of exploration and
exploitation referred in Article 1 of this Decree, the Minister of Energy and
Mines has the faculty to contract with the Corporación Venezolana de Guayana or
with any other entity of the exclusive property of the Republic, the activities
required to carry out said exploration and exploitation, in the technical and
economical terms more convenient for the rational exploitation of the mentioned
deposits.

Article 7°. The present Decree will enter in force and
effect from its publication in the Official Gazette of the Bolivarian Republic
of Venezuela.

Article 8°. The Secretaries of Energy and Mines and of
the Secretary of the Presidency of the Republic are in charge of the execution
of this Decree.

In Caracas, April 20, 2002. Year 192° of the Independency and
143° of the Federation.

Be Executed.

HUGO CHAVEZ FRIAS

D-16

---

AGREEMENT BETWEEN THE MINISTRY OF ENERGY AND
MINESAND THE CVG WITH RESPECT TO THE LAS CRISTINAS DEPOSITS

Bolivarian Republic of VenezuelaMinistry of Energy and
Mines 
  Office of the Minister

The Bolivarian Republic of Venezuela, through the Ministry of
Energy and Mines, represented in this act by its Minister, Dr. Alvaro Silva
Calderón, a Venezuelan, of legal age, of this domicile, and bearer of Identity
Card V-928.729, authorized by designation conferred through Decree No. 1.153,
dated December 28, 2000, published in Official Gazette of the Bolivarian
Republic of Venezuela No. 37,108 dated December 28, 2000, hereinafter referred
to as THE MINISTRY, on the one hand; and on the other, the Corporación
Venezolana de Guayana an Autonomous Institute assigned to the Ministry of the
Secretary of the Presidency, created by Decree No. 430, dated December 29, 1960,
published in Official Gazette of the Republic of Venezuela No. 26.445, dated
December 30, 1960, amended by Decree No. 1.531 with the Force of Law of Partial
Amendment to the Organic Statute of Development of Guayana, dated November 7,
2001, published in Official Gazette of the Bolivarian Republic of Venezuela No.
5.553, Extraordinary, dated November 12, 2001, represented in this act by its
President, Major General (Army), Francisco José Rangel Gómez, a Venezuelan, of
legal age, domiciled in Ciudad Bolívar, bearer of Identity Card No. V-2.520.281,
which designation is evidenced from Decree No. 1.034, published in Official
Gazette of the Bolivarian Republic of Venezuela No. 37.054, dated October 10,
2000, and in accordance with the provision of article 36 and number 10 of
article 37 of the aforesaid Decree-Law No. 1.531, hereinafter referred to as
THE CORPORATION, have agreed, in accordance with number 8 of article 4 of the
above-mentioned Decree No. 1.531 dated November 7, 2001, to enter into this
Contract in the terms and conditions specified in the following clauses:

FIRST: THE MINISTRY authorizes THE CORPORATION for the
execution of the works of exploration, exploitation, and sale of the gold
mineral that is in the deposits located in the areas of the concessions called
Cristina 4, Cristina 5, Cristina 6 and Cristina 7, in the Municipality of
Sifontes of the State of Bolivar, all in accordance with the plans attached
hereto as Annex A that are an integral part hereof. Likewise, it authorizes
THE CORPORATION for the use of the property committed to said concessions that
was transferred to the Republic according to Resolution No. 035, dated March 6,
2002, published in Official Gazette of the Bolivarian Republic of Venezuela No.
37.400, dated March 08, 2002, and Minutes dated May 10, 2002.

The area and coordinates of said concessions are the following:

a.            
The area called Cristina 4 has an appropriate total area of ONE THOUSAND
HECTARES (1,000 Ha.), defined by a closed traverse line and vertices expressed
in U.T.M. (Universal Transversal Mercator) coordinates, Zone (Huso) 20,
Datum La Canoa and Datum Sirgas-Regven.

Datum La Canoa
    Datum Sirgas-Regven




POINT
    NORTH(m)
    EAST (m)
    NORTH (m)
    EAST (m)BOT-1
    683,208.00
    666,284.00
    682,850.76
    666,093.52BOT-2
    685,208.00
    666,284.00
    684,850.76
    666,093.52BOT-3
    685,208.00
    671,284.00
    684,850.76
    671,093.50BOT-4
    683,208.00
    671,284.00
    682,850.78
    671,093.50


D-17

---

b.            
The area called Cristina 5 has an approximated total area of NINE HUNDRED THIRTY
NINE HECTARES AND FOUR ARES (939.4 Ha.), defined by a closed traverse line and
vertices expressed in U.T.M. (Universal Transversal of Mercator) coordinates,
Zone (Huso) 20, Datum La Canoa and Datum Sirgas-Regven.

Datum La Canoa
    Datum Sirgas-Regven




POINT
    NORTH(m)
    EAST (m)
    NORTH (m)
    EAST (m)BOT-1
    685,208.00
    671,284.00
    684,850.77
    671,093.50BOT-2
    685,208.00
    668,340.00
    684,850.77
    668,149.50BOT-3
    687,070.00
    668,340.00
    686,712.76
    668,149.50BOT-4
    687,070.00
    673,340.00
    686,712.78
    673,149.49BOT-5
    685,208.00
    673,340.00
    684,850.77
    673,149.49


c.            
The area called Cristina 6 has an approximated total area of NINE HUNDRED FORTY
FOUR HECTARES AND TWO ARES (944.02 Ha.), defined by a closed traverse line and
vertices expressed in U.T.M. (Universal Transversal of Mercator) coordinates,
Zone (Huso) 20, Datum La Canoa and Datum Sirgas-Regven.

Datum La Canoa
    Datum Sirgas-Regven




POINT
    NORTH(m)
    EAST (m)
    NORTH (m)
    EAST (m)BOT-1
    685,208.00
    668,340.00
    684,850.77
    668,149.50BOT-2
    685,208.00
    663,340.00
    684,850.75
    663,149.52BOT-3
    687,070.00
    663,340.00
    686,712.74
    663,149.52BOT-4
    687,070.00
    668,340.00
    686,712.76
    668,149.50


d.           
The area called Cristina 7 has an approximate total area of ONE THOUSAND TWO
HECTARES (1,002 Ha.), defined by a closed traverse line and vertices expressed
in U.T.M. (Universal Transversal Mercator) coordinates, Zone (Huso) 20,
Datum La Canoa and Datum Sirgas-Regven.

Datum La Canoa
    Datum Sirgas-Regven




POINT
    NORTH(m)
    EAST (m)
    NORTH (m)
    EAST (m)BOT-1
    687,070.00
    663,340.00
    686,712.74
    663,149.52BOT-2
    689,070.00
    663,340.00
    688,712.73
    663,149.51BOT-3
    689,070.00
    668,340.00
    688,712.75
    668,149.50BOT-4
    687,070.00
    668,340.00
    686,712.73
    668,149.50


SECOND: For purposes of an adequate performance of this
Contract, THE CORPORATION may enter into operation agreements with third
parties, after informing the Ministry of Energy and Mines in writing within a
period of time not shorter than ten (10) business days.

THIRD: THE CORPORATION covenants that the exploitation of the
gold mineral shall be made in accordance with the best mining techniques in
order to achieve an optimal recovery of the resource, making efforts to conserve
the deposit and preserve the environment. For the execution of the exploitation
works, THE CORPORATION shall adjust to the provisions established in the plans
of exploration, exploitation and other activities to that end made by it, which
plans must be previously approved by the THE MINISTRY and other entities related
to the matter.

For purposes of this Clause, compliance with the provisions in
force regarding environmental conservation, defense, and improvement, specially
those referred to the control of environmental impact of mining activities and
the correction, recovery, and improvement of the affected areas, shall be of the
exclusive responsibility of THE CORPORATION.

FOURTH: THE CORPORATIONs failure to comply with the plans
prescribed in Clause THIRD shall be a cause for rescission of this Contract.

D-18

---

FIFTH: Of the gross income generated by the exploitation and
sale of the gold mineral, THE CORPORATION binds itself to deliver on a quarterly
basis to the National Treasury (Fisco Nacional) three percent (3%) of the
commercial value in Caracas of the mineral sold.

SIXTH: THE CORPORATION shall deduct from the gross income
generated by the exploitation and sale of the gold mineral all the expenses
accrued or paid, as the case may be, which are normal and necessary, made in the
country with the purpose of producing the benefits, such as: salaries and wages,
interest of principal received from loans and invested in production; taxes paid
by reason of economic activities or of property that generates income,
indemnification corresponding to the workers by virtue of the work, determined
according to the Law or to employment contracts, a reasonable amount to meet the
depreciation of permanent assets and the amortization of the cost of other
elements invested in production; the expenses of administration and conservation
of real property given in lease, the expenses of ordinary repairs of property
intended for production, and research and development expenses, among others.
>From the result obtained, THE CORPORATION binds itself to deliver to the
National Treasury (Fisco National) an amount of thirty-four percent
(34%).

SEVENTH: If THE CORPORATION executes the exploitation of the
deposits referred to in this Contract by itself, Clause SIXTH hereof shall not
be applied.

EIGHTH: THE CORPORATION, in addition to observing the Decree
with the Status and Force of Law of Mines dated September 5, 1999, published in
Official Gazette of the Republic of Venezuela No. 5.382, Extraordinary, dated
September 28, 1999, to the extent possible, must provide the officials of the
Ministry of Energy and Mines with the information required and the facilities
that its employees may require for a better performance of their functions.

NINTH: THE CORPORATION must begin the works of exploitation
of the gold mineral of the deposits of concessions Cristina 4, Cristina 5,
Cristina 6, and Cristina 7, within two (2) years after the date when this
Contract is entered into. Failure to perform this obligation, as well as the
interruption of the exploitation for a period of two (2) years, shall be a cause
for rescission of this Contract.

TENTH: THE CORPORATION binds itself to use preferably
Venezuelan workers and employees and, if possible, of the region. To that end,
it shall establish, to the extent possible, personnel training programs.
Likewise, it shall give preference to regional companies for the purchase of
goods, materials, equipment or machinery, specialized services, and execution of
infrastructure works and various supporting tasks, always provided that both the
personnel and the companies are qualified therefor.

ELEVENTH: Failure to perform or delay in performance of any of
the obligations of this Contract shall not be considered as non-performance,
violation or breach of the same, if such failure or delay is due to act of God
or force majeure. Labor conflicts, strikes, any order or requirement from
a legitimate authority, explosions, wars and blockades, sabotages, mutinies,
fire, floods, lightning, or other acts of nature shall be considered as such,
provided that at the time of occurrence of such events the affected Party
exercises due care and diligence to reasonably control, avoid, or prevent the
event and its damaging consequences. Either Party, as soon as possible, shall
notify the other Party in writing the cause for the failure to perform any of
its obligations due to force majeure, and shall resume performance, if such were
the case, within a reasonable period of time after the force majeure that give
rise to the failure to perform has disappeared. But in no case and for no cause
shall the duration of this Contract be extended beyond the period of time
established in Clause Thirteenth.

TWELFTH: The doubts and controversies of any nature whatsoever
that may arise by reason of the performance of this Contract and which cannot be
amicably settled by the Parties shall be decided by the competent courts of the
Bolivarian Republic of Venezuela, in accordance with its laws, and for no reason
or cause shall they give rise to foreign claims.

THIRTEENTH: This Contract shall be in effect from the date of
its execution for up to a period of twenty (20) years, extendable for two (2)
periods of ten (10) years each, with the prior written agreement of the Parties.

FOURTEENTH: For purposes of this Contract, its effects and
consequences, the city of Caracas is chosen as special domicile, and the Parties
declare to submit themselves to the jurisdiction of the competent Courts of said
city.

D-19

---

This Contract is made in three (3) counterparts with the same
content and effects. In Caracas, on the 16th day of the month of May of 2002.

|(Sgd.) (Illegible) | (Sgd.) (Illegible)   
|------------------ | ---------------------
|By the Ministry of | By the Corporation   
|Energy and Mines   | Venezolana de Guayana

D-20

---

BOLIVARIAN REPUBLIC OF VENEZUELA, MINISTRY OF THE INTERIOR AND
JUSTICE SECOND NOTARY PUBLICS OFFICE OF PUERTO ORDAZ AUTONOMOUS MUNICIPALITY OF
CARONI OF THE STATE OF BOLIVAR, Puerto Ordaz. June 13, 2002. 192° and 143°. The
foregoing document, drawn up by lawyer Firely C. Navarro A., duly registered in
the Bar Association under Diploma No. (blank), in Association (Blank) and
registered in the Inpreabogado under No. 11.121, Legal Fee Form No
175528, dated 06-13-2002 was paid, under the Law on Legal Fees currently in
force, only with respect to the signature of FRANCISCO JOSE RANGEL GOMEZ, of
legal age, domiciled in Ciudad Guayana, a Venezuelan, married, bearer of
Identity Card No. 2.520.281. The document having read, the executing party
stated: Its content is true and mine the signature that appears at the bottom
of the instrument. The Notary, by virtue whereof, certifies this document and
the copies with original signatures that will form the Principal Volume and the
Duplicate, the document being registered under No. 08, Volume 82 of the
Authentication Books. Witnesses were María de Lanser and Noravis Alcalá, bearers
of Identity Cards Nos. 6.022.083 and 9.903.288, officers of this Notarys Office
designated for this act. The Notary Public certifies that he saw: 1) One
counterpart of Official Gazette of the Republic of Venezuela No. 26.445 dated
November. 30, 1960. 2) One counterpart of Official Gazette of the Bolivarian
Republic of Venezuela No. 5.553 (Extraordinary) dated November 12, 2001 and 3)
One counterpart of Official Gazette of the Republic of Venezuela No. 37.054
dated

D-21

---

BOLIVARIAN REPUBLIC OF VENEZUEIA, MINISTRY OF THE INTERIOR AND
JUSTICE. Dr. YOLANDA MENDOZA F. PROVISIONAL FIRST NOTARY PUBLIC OF THE
AUTONOMOUS MUNICIPALITY OF BARUTA OF THE STATE OF MIRANDA. June 19, 2002. 192°
and 143°. The foregoing document, drawn up by lawyer Firely C. Navarro A.,
registered in the Inpreabogado under No. 11.121, was presented to be
authenticated and returned as per Form No. 99.486, dated 06-17-2002. The
executing party being present, he stated that his name was Alvaro Silva
Calderón, of legal age, domiciled in Caracas, a Venezuelan, married, bearer of
Identity Card No. 928.729. The document having read and compared with its
photocopies and the photocopies and the original having been signed, he stated:
Its content is true and mine the signature that appears at the bottom of the
instrument The Notary, by virtue whereof, declares it authenticated in the
presence of witnesses Cristobal Bravo and Jaime Andreu bearers of Identity Cards
Nos. 12.357.090 and 14.157.533, the document being recorded under No. 28, Volume
40, of the Authentication Books kept by this Notary Publics Office. The
undersigned Notary certifies that she saw Decree No. 1.153 dated December 28,
2000, published in Official Gazette of the Bolivarian Republic of Venezuela No.
37.108, dated December 28, 2000. Likewise, the undersigned Notary certifies that
the Notarys Office was convened at TORRE OESTE, PISO 14, PARQUE CENTRAL today
at 7:00 p.m. upon the request from an interested party. Officer authorized for
this act Virgilio Suares, Identity Card No. 2.070.097. Signautre (Sgd.)
(Illegible). The Provisional Notary Public. (Sgd.) (Illegible). Dra. Yolanda
Espinoza Foucault. Provisional First Notary Public of the Municipality of
Baruta, Miranda State. Witnesses (Sgd.) (Illegible). (Sgd.) (1llegiblle). The
Executing Party (Sgd.) (Illegible).

D-22

---

SCHEDULE E AUDIT
COMMITTEE CHARTER

1. General

|(1) | The board of directors (Board) of
      Crystallex International Company (Company) has established
      the Audit Committee (Committee) to assist the Board in
      fulfilling its corporate governance and oversight responsibilities with
      respect to the accounting and financial reporting processes, internal
      financial control structure, financial risk management systems and
      external audit function.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(2) | The composition, responsibilities and authority of the
      Committee are set out in this Charter.                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(3) | This Charter and the by-laws of the Company and such
      other procedures, not inconsistent therewith, as the Committee may adopt
      from time to time, shall govern the meetings and procedures of the
      Committee.                                                                                                                                                                                                    

2. Composition

| | (1) | The Committee shall be composed of at least
      three directors of the Company (Members):                                                                                                                                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                
| | (a) | all of whom are independent(as
      determined by the Board in accordance with the Policy on Independence of
      Directors of the Company);                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | all of whom are financially literate(i.e., have the ability to read and understand a set of financial
      statements that present a breadth and level of complexity of accounting
      issues that are generally comparable to the breadth and complexity of the
      accounting issues that can reasonably be expected to be raised by the
      financial statements of the Company); and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | at least one of whom is financially
      sophisticated(i.e., has past employment experience in finance or
      accounting, requisite professional certification in accounting or other
      comparable experience or background that results in his/her financial
      sophistication).                                                                                                    

|(2) | Members shall be appointed by the Board and shall serve
      until they resign, cease to be a Director or are removed or replaced by
      the Board.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                       
|(3) | The Board shall designate one of the Members as chair of
      the Committee (Chair).                                                                 
|    |                                                                                                                                                       
|(4) | The Secretary of the Company shall be secretary of the
      Committee (Secretary).                                                                   

3. Responsibilities

The Committee shall assist the
Board in fulfilling its corporate governance and oversight responsibilities with
respect to accounting and financial reporting processes, internal financial
control structure, financial risk management systems and external audit
function.

The Committee shall have the responsibilities set out
below.

3.1 Managing, on behalf of the Shareholders of the
Company, the Relationship between the Company and its External
Auditors

The Committee shall be
responsible for managing, on behalf of the shareholders of the Company, the
relationship between the Company and its external auditors, including:

---

| | (a) | appointing the external auditors, subject to shareholder
      approval;                                                                                                                                                                                          
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                   
| | (b) | setting the compensation of the external
  auditors;                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                   
| | (c) | overseeing the work of the external auditors, including
      the resolution of disagreements between management and the external
      auditors with respect to financial reporting;                                                                             
| |     |                                                                                                                                                                                                                                                                   
| | (d) | pre-approving all audit services and permitted non-audit
      services to be provided to the Company and its subsidiary entities by the
      external auditors;                                                                                                 
| |     |                                                                                                                                                                                                                                                                   
| | (e) | having the external auditors report to the Committee in a
      timely manner with respect to all required matters, including those set
      out in paragraph 3.2;                                                                                               
| |     |                                                                                                                                                                                                                                                                   
| | (f) | reviewing and approving the hiring policies of the
      Company with respect to present and former partners and employees of the
      current and former external auditors;                                                                                     
| |     |                                                                                                                                                                                                                                                                   
| | (g) | overseeing the rotation of the audit partner having
      primary responsibility for the external audit of the Company, the audit
      partner responsible for reviewing the external audit and the external
      auditors at such intervals as may be required;
| |     |                                                                                                                                                                                                                                                                   
| | (h) | overseeing any change in the external auditors, including
      the notice of change of auditors required under applicable laws;
  and                                                                                                                            
| |     |                                                                                                                                                                                                                                                                   
| | (i) | reviewing and assessing the performance, independence and
      objectivity of the external auditors.                                                                                                                                                             

3.2Overseeing the External Audit

The Committee shall be responsible for overseeing the external
audit of the Company, including:

| | (a) | reviewing and approving the engagement letter and the
      audit plan, including financial risk areas identified by the external
      auditors and management, and facilitating coordination where more than one
      audit firm is involved;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                 
| | (b) | reviewing and assessing the accounting and reporting
      practices and principles used by the Company in preparing its financial
      statements, including:                                                                                 
| |     |                                                                                                                                                                                                                                                 
| |     | (1)                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                 
| |     | (2)                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                 
| |     | (3)                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                 
| |     | (4)                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                 
| |     | (5)                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                 
| |     | (6)                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                 
| |     | (7)                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                 
| |     | (8)                                                                                                                                                                                                                                             

---

| |     | (9)                                                                                                                                                                                                                                                                                                                                                      | any material written communications between the external
      auditors and management;                               
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                       
| | (c) | reviewing and assessing the results of the external audit
      and the external auditors opinion on the financial statements,
      including:                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                       
| |     | (1)                                                                                                                                                                                                                                                                                                                                                      | the scope and quality of the external and internal audit
      work performed;                                        
| |     |                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                       
| |     | (2)                                                                                                                                                                                                                                                                                                                                                      | the resources required to carry out the audit work
      performed;                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                       
| |     | (3)                                                                                                                                                                                                                                                                                                                                                      | the cooperation and any lack of cooperation received by
      the external auditors from employees of the Company; and
| |     |                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                       
| |     | (4)                                                                                                                                                                                                                                                                                                                                                      | the contents of the audit report;                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                       
| | (d) | reviewing and discussing with the external auditors and
      management any management or internal control letters issued or proposed
      to be issued by the external auditors;                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                       
| | (e) | reviewing and discussing with the external auditors any
      problems or difficulties encountered by them in the course of their audit
      work and managements response (including any restrictions on the scope of
      activities or access to requested information and any significant
      disagreements with management); and              
| |     |                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                       
| | (f) | reviewing and discussing with legal counsel and other
      advisors matters that may have a material impact on the financial
      statements, operations, assets or compliance policies of the Company and
      any material reports or enquiries received by the Company and its
      subsidiary entities from regulators or government
  agencies.

3.3Reviewing and Approving and Recommending to
the Board for Approval the Financial Statements, MD&A and Interim Reports of
the Company

The Committee shall review and
approve, and where required recommend to the Board for approval, the financial
statements, managements discussion and analysis of financial condition and
results of operations (MD&A) and interim financial reports of
the Company and other public disclosure of financial information extracted from
the financial statements of the Company with particular focus on:

| | (a) | the quality and appropriateness of accounting and
      reporting practices and principles and any changes thereto;                                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                    
| | (b) | major estimates or judgments, including alternative
      treatments of financial information discussed by management and the
      external auditors, the results of such discussions and the treatments
      preferred by the external auditors;
| |     |                                                                                                                                                                                                                                                    
| | (c) | material financial risks;                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                    
| | (d) | material transactions;                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                    
| | (e) | material adjustments;                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                    
| | (f) | compliance with loan agreements;                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                    
| | (g) | material off-balance sheet transactions and
      structures;                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                    
| | (h) | related party transactions;                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                    
| | (i) | compliance with accounting standards;                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                    
| | (j) | compliance with legal and regulatory requirements;
    and                                                                                                                                                                                         

---

| | (k) | disagreements with management.
| | --- | ------------------------------

3.4Overseeing Internal Financial Control
Structure and Financial Risk Management Systems

The Committee shall be
responsible for overseeing the internal financial control structure and
financial risk management systems of the Company, including:

| | (a) | reviewing and discussing with management and the external
      auditors the quality and adequacy of the internal control over financial
      reporting structure of the Company including any material deficiencies or
      weakness and the steps taken by management to rectify these deficiencies
      or weaknesses;                          
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                       
| | (b) | reviewing and discussing with management and the external
      auditors the quality and adequacy of the financial risk management systems
      of the Company including the major financial risk exposures of the Company
      and the steps taken by management to monitor and control these
      exposures;                                     
| |     |                                                                                                                                                                                                                                                                                                                                                       
| | (c) | reviewing and discussing with management and the external
      auditors the establishment of and compliance with the Code of Business
      Conduct and Ethics of the Company; and                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                       
| | (d) | reviewing and discussing with the Chief Executive Officer
      and the Chief Financial Officer of the Company the procedures undertaken
      by them in connection with the certifications required to be given by them
      in connection with annual and other filings required to be made by the
      Company under applicable securities laws.

3.5Establish and Review Certain Procedures

The Committee shall establish
adequate procedures, or require that adequate procedures are established, with
respect to the following and shall annually assess the adequacy of these
procedures:

| | (a) | the review of the public disclosure of financial
      information extracted from the financial statements of the
  Company;                                            
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                         
| | (b) | the receipt, retention and treatment of complaints
      received by the Company with respect to accounting, internal accounting
      controls or auditing matters; and
| |     |                                                                                                                                                                         
| | (c) | the confidential, anonymous submission by employees of
      the Company of concerns regarding questionable accounting or auditing
      matters.                       

3.6Other

The Committee shall:

| | (a) | in cooperation with the Board and management, develop a
      calendar of activities and a meeting schedule for each year;                                                                                                      
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                 
| | (b) | review the operating and capital budgets of the
      Company;                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                 
| | (c) | annually and more frequently if appropriate, review the
      funding and administration of the employee benefit plans of the Company;
      and                                                                                
| |     |                                                                                                                                                                                                                                 
| | (d) | review and discuss with management and the external
      auditors any material difficulties or problems with regulatory or
      government agencies with respect to financial matters and managements
      response thereto.

3.7Matters for which the Audit Committee is not
Responsible

The Committee is not responsible
for those matters which are the responsibility of management or the external
auditors including:

---

| | (a) | planning and conducting the external audit;                                                                                                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (b) | ensuring that the financial statements of the Company
      have been prepared in accordance with generally accepted accounting
      principles;                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (c) | ensuring that the financial statements of the Company and
      the other financial information of the Company contained in regulatory
      filings and other public disclosure of the Company fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the Company;
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (d) | ensuring the adequacy of the internal control over
      financial reporting structure and the financial risk management systems of
      the Company; and                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (e) | ensuring compliance with applicable laws and regulations
      or the Code of Business Conduct and Ethics of the
  Company.                                                                                                                                                                                                      

4. Authority

|(1) | The Committee is authorized to carry out its
      responsibilities as set out in this Charter and to make recommendations to
      the Board arising therefrom.                                                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|(2) | The Committee may delegate to the Chair and to the Chief
      Financial Officer of the Company (CFO) the authority, within
      specified limits, to authorize in advance all engagements of the external
      auditors to provide pre-approved services to the Company and its
      subsidiary entities. The Chair and the CFO shall report all engagements
      authorized by them to the Committee at its next meeting.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|(3) | The Committee shall have direct and unrestricted access
      to the external auditors, officers and employees and information and
      records of the Company.                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|(4) | The Committee is authorized to retain, and to set and pay
      the compensation of, independent legal counsel and other advisors if it
      considers this appropriate.                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|(5) | The Committee is authorized to invite officers and
      employees of the Company and outsiders with relevant experience and
      expertise to attend or participate in its meetings and proceedings if it
      considers this appropriate.                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|(6) | The external auditors shall have direct and unrestricted
      access to the Committee and shall report directly to the
  Committee.                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|(7) | The Company shall pay directly or reimburse the Committee
      for the expenses incurred by the Committee in carrying out its
      responsibilities.                                                                                                                                                                                                                                                                         

5. Meetings and Proceedings

|(1) | The Committee shall meet at least five times each year
      and not less frequently than once each calendar quarter.                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(2) | Any Member or the Secretary may call a meeting of the
      Committee. The external auditors or the CFO may ask a Member to call a
      meeting of the Committee.                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(3) | The Chair is responsible for the agenda of each meeting
      of the Committee, including input from the officers and employees of the
      Company, the external auditors, other Members and other directors of the
      Company as appropriate. Meetings will include presentations by management
      or professional advisors and consultants when appropriate and allow
      sufficient time to permit a full and open discussion of agenda
    items.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(4) | Unless waived by all Members, a notice of each meeting of
      the Committee confirming the date, time, place and agenda of the meeting,
      together with any supporting materials, shall be forwarded to each Member
      at least three days before the date of the
meeting.                                                                                                                                                                            

---

|(5) | The quorum for each meeting of the Committee is two Members. In the absence of the Chair, the other Members may appoint one of their number as chair of a meeting. The chair of a meeting shall not have a second or casting vote.                                                                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(6) | The Chair or his delegate shall report to the Board following each meeting of the Committee.                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(7) | The Secretary or his delegate shall keep minutes of all meetings of the Committee, including all resolutions passed by the Committee. Minutes of all meetings shall be distributed to the Members and the other directors of the
Company after preliminary approval thereof by the Chair.                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(8) | An individual who is not a Member may be invited to attend a meeting of the Committee for all or part of the meeting. The Chair of the Board, the President and Chief Executive Officer of the Company, the CFO and the engagement
partners at the external auditors have a standing invitation to attend all meetings of the Committee except those meetings or parts of meetings where the Committee meets alone or in private session with management, the external auditors or
professional advisors and consultants.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(9) | The Committee shall meet regularly alone and in private sessions with management and the external auditors to facilitate full communication.                                                                                                                                                                                                                                                                                                                                                                             

6. Self Assessment

|(1) | The Committee and the Board shall annually assess the effectiveness of the Committee with a view to ensuring that the performance of the Committee accords with best practices.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                
|(2) | The Committee and the Board shall annually review and update this Charter as required.                                                                                         

---

SCHEDULE FPOLICY ON INDEPENDENCE OF
DIRECTORS

1. Background

The board of directors
(Board) of Crystallex International Corporation
(Company) has developed this Policy after consideration of recent
changes in the corporate governance requirements in Canada and the United States
relating to the independence of directors applicable to the Company.

Certain of these requirements
require that a majority of the directors of the Company
(Directors), and all the Directors on the audit, compensation and
nominating committees of the Board, are independent.

2. Purpose

The purposes of this Policy are:

| | (a) | to set out the test that the Board will use to determine
      whether a Director is independent;                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                          
| | (b) | to identify the criteria that the Board will use to
      assess whether a Director is independent; and                                                                  
| |     |                                                                                                                                                                          
| | (c) | to describe the disclosure that the Board will provide to
      the shareholders of the Company with respect to its determination of the
      independence of Directors.

3. Test of Independence

The test that will be used by the Board to determine whether a
Director is independent is:

Independent of management or any other direct or indirect
material business or other relationship with the Company and its subsidiaries
and any other entity that is consolidated with the Companys financial
statements (Crystallex Group) that could interfere with the
exercise of independent judgment by the Director or the ability of the Director
to act in the best interests of the Company.

4. Assessment Process

Each Director will provide the
Board with information sufficient to enable the Board to assess whether the
Director is independent, including information with respect to the criteria set
out below.

The Board will assess whether a
Director is independent annually and whenever new information is provided to the
Board. The Board will consider all relevant information in assessing whether a
Director is independent.

Generally, a Director will be
considered to be independent if he/she satisfies all the criteria set out below.
A Director may, however, be considered to be independent even though he/she does
not satisfy one or more of the criteria set out below. For example, the director
independence criteria set out below are in some cases more restrictive than
those prescribed under requirements applicable to the Company (Prescribed
Requirements). Also, the Prescribed Requirements for qualification for
membership on an audit committee are more restrictive than those for
qualification for membership on a compensation or nominating committee or a
board of directors generally. If a Director satisfies the Prescribed
Requirements, the Board may, in certain circumstances, determine that a Director
is independent.

5. Criteria used to Assess Independence

The criteria that the Board will
use in assessing whether a Director is independent are set out below. Defined
terms used in connection with one of the criteria apply to all of the
criteria.

|(1) | Is not an officer or employee neither the
      Director nor an immediate family member of the Director is, or within the
      last three years has been, an officer or employee of a member of the
      Crystallex Group.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|    | An immediate family memberof an individual
      is the individuals spouse, parent, child, sibling, mother-in- law,
      father-in-law, sister-in-law, brother-in-law, daughter-in-law, son-in-law
      and anyone, other than an employee, who resides in the individuals
      home.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | An officerof an entity includes an
      individual who performs a policy making function in respect of the entity
      or who makes, or participates in making, decisions that affect all or a
      substantial part of the business of the entity, whether or not the
      individual is employed by the entity and whether or not the individual
      does so directly or through another entity.                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | A Director may be considered to be independent if an
      immediate family member of the Director is only an employee of a member of
      the Crystallex Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(2) | Is not a substantial shareholder the Director is
      not a substantial shareholder of a member of the Crystallex Group or
      affiliated with a substantial shareholder of a member of the Crystallex
      Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | A substantial shareholderof an entity is a
      person who beneficially owns, directly or indirectly, or exercises control
      or direction over, 10% or more of the voting interests of the
entity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | An individual is affiliatedwith an entity
      if the individual is a director, officer, employee, principal, partner or
      managing director of, or occupies a similar position with, the entity or
      is a substantial shareholder of the entity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | A Director who is a director of a substantial shareholder
      of a member of the Crystallex Group may be considered to be independent if
      the Director is independent of the substantial shareholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(3) | Has no material contractual relationship the
      Director does not have any material contractual relationship with a member
      of the Crystallex Group other than as a Director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The test of whether a contractual relationship is
      materialwill be based on all the circumstances relevant to
      the Director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(4) | Does not receive consulting or other advisory fees or
      payments neither the Director nor an immediate family member or
      related entity of the Director receives, or within the last three years
      has received, consulting or other advisory fees or payments from the
      Crystallex Group that in any year exceed the lesser of C$75,000 and the
      Canadian dollar equivalent of US$60,000, other than compensation for Board
      services, payments arising from investments in securities of the Company
      or, in the case of an immediate family member who is not an officer of a
      member of the Crystallex Group, compensation for services as an employee
      of a member of the Crystallex Group.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | An entity is a related entityof a Director
      if the Director or an immediate family member of the Director is a
      director, officer, employee, principal, partner or managing director of,
      or occupies a similar position with, the entity or is a substantial
      shareholder of the entity.                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(5) | Does not receive incentive compensation the
      Director does not participate in any share based incentive scheme or
      performance related pay scheme of the Crystallex Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | This criterion does not preclude the payment of all or
      part of a Directors compensation for Board services in the form of shares
      or options to receive shares of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(6) | Is not a professional consultant or advisor
      neither the Director nor an immediate family member of the Director is, or
      within the last three years has been, an auditor or other professional
      consultant or advisor to a member of the Crystallex Group or affiliated
      with an auditor or other professional consultant or advisor to a member of
      the Crystallex Group.                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | A professional consultantor advisorincludes an entity that provides accounting, actuarial,
      consulting, legal, investment banking or financial advisory
  services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

|     | A Director may be considered to be independent if an
      immediate family member of the Director is only an employee of an auditor
      or other professional consultant or advisor to a member of the Crystallex
      Group and does not participate in a material way in the provision of
      services to the member of the Crystallex Group by the auditor or other
      professional consultant or advisor.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(7)  | Is not a material supplier or customer neither
      the Director nor an immediate family member of the Director is, or within
      the last three years has been, a material supplier or customer of the
      Crystallex Group or affiliated with a material supplier or customer of the
      Crystallex Group.                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | A material supplieror customerof the Crystallex Group is a person to which the Crystallex Group
      made or from which Crystallex Group received payments (other than payments
      arising from investments in securities of the Company) in any year that
      exceed the greater of 5% of the consolidated gross revenues of the person
      for the year and the Canadian dollar equivalent of US$200,000.   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(8)  | Has no board remuneration committee connection
      neither the Director nor an immediate family member of the Director is, or
      within the last three years has been, an officer of any entity, the
      compensation committee of which includes, or within the last three years
      included, an officer of the Company.                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(9)  | Has no other material business relationship
      neither the Director nor an immediate family member or related entity of
      the Director has, or within the last three years has had, directly or
      indirectly, any other material business relationship with the Crystallex
      Group.                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | The test of whether a business relationship is
      materialwill be based on the circumstances relevant to the
      Director.                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(10) | Has no significant links with other Directors
      the Director does not hold cross-directorships or have any significant
      links with any other Director (e.g., through involvement in other
      entities) that would materially interfere with the exercise of independent
      judgment by the Director or the ability of the Director to act in the best
      interests of the Crystallex Group.        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(11) | Has not served too long the Director has not
      served on the Board for a period that could, or could reasonably be
      perceived to, materially interfere with the Directors ability to act in
      the best interests of the Crystallex Group.                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                       
|(12) | Is independent in character and judgment the
      Director is independent in character and judgment.                                                                                                                                                                                                                                                                                                                

6. Disclosure

The Board will provide to the
shareholders of the Company annually disclosure with respect to its
determination of the independence of the Directors, including:

| | (a) | identifying which Directors are and are not independent
      and the basis of the determination of independence;                                                                                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | explaining any determination of independence of a
      Director who does not satisfy all the criteria set out above;
and                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | describing all the material relationships of each
      Director with the Crystallex Group (whether or not falling within the
      criteria set out above), including relationships which the Board believes
      do not affect independence but which the Board believes could be perceived
      as interfering with the exercise of independent judgement by the Director
      or the ability of the Director to act in the best interests of the
      Crystallex Group.

The Board will provide to the shareholders of the Company as
soon as practicable disclosure with respect to any change in its determination
of the independence of a Director.

---