UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 20-F

[ ]   REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
      EXCHANGE ACT OF 1934
                                       OR

[x]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the fiscal year ended December 31, 2003

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from __________________  to


COMMISSION FILE NUMBER:                         1-14620
                           ----------------------------------------------------

                      CRYSTALLEX INTERNATIONAL CORPORATION
-------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                      Crystallex International Corporation
-------------------------------------------------------------------------------
                 (TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)

                                     Canada
-------------------------------------------------------------------------------
                 (JURISDICTION OF INCORPORATION OR ORGANIZATION)

        18 King Street East, Suite 1210, Toronto, Ontario, Canada M5C 1C4
-------------------------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

         TITLE OF EACH                            NAME OF EACH EXCHANGE
             CLASS                                 ON WHICH REGISTERED

Common Shares without par value                  American Stock Exchange
                                                 Toronto Stock Exchange

SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                      None
-------------------------------------------------------------------------------
                                (TITLE OF CLASS)

SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(d)
OF THE ACT: None



<PAGE>

            AS OF DECEMBER 31, 2003, THE REGISTRANT HAD OUTSTANDING:


 135,403,523 Common Shares; No Class A Preference Shares; No Class B Preference
-------------------------------------------------------------------------------
Shares
------

               AS OF MAY 3, 2004, THE REGISTRANT HAD OUTSTANDING:

179,498,492 Common Shares; No Class A Preference Shares; No Class B Preference
-------------------------------------------------------------------------------
Shares
------


INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORT(S), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS:


                                                      [x] Yes       [ ] No

INDICATE BY CHECK MARK WHICH FINANCIAL STATEMENT ITEM THE REGISTRANT HAS ELECTED
TO FOLLOW:

                                                      [ ] Item 17   [x] Item 18


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

INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS FILED ALL DOCUMENTS AND
REPORTS REQUIRED TO BE FILED BY SECTIONS 12, 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 SUBSEQUENT TO THE DISTRIBUTION OF SECURITIES UNDER A PLAN
CONFIRMED BY A COURT.

Not applicable.











                                       ii
<PAGE>


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                -----------------
 ITEM                                                                                    PAGE
 ----                                                                                    ----
<S>                                                                                        <C>
   1 - Identity of Directors, Senior Management, and Advisers...............................1

   2 - Offer Statistics and Expected Timetable..............................................1

   3 - Key Information......................................................................2

   4 - Information on Crystallex...........................................................14

   5 - Operating and Financial Review and Prospects........................................42

   6 - Directors, Senior Management and Employees..........................................59

   7 - Major Shareholders and Related Party Transactions...................................71

   8 - Financial Information...............................................................74

   9 - The Offer and Listing...............................................................75

   10 - Additional Information.............................................................77

   11 - Quantitative and Qualitative Disclosures About Market Risks........................82

   12 - Description of Securities Other Than Equity Securities.............................84

   13 - Defaults, Dividend Arrearages and Delinquencies....................................84

   14 - Material Modifications to the Rights of Security Holders and Use of Proceeds.......84

   15 - Controls and Procedures............................................................85

   16A - Audit Committee Financial Expert..................................................86

   16B - Code of Ethics....................................................................87

   16C - Principal Accountant Fees and Services............................................87

   16D - Exemptions from the Listing Standards for Audit Committees........................87

   16E - Purchases of Equity Securities by the Issuer and Affiliated Purchasers............87

</TABLE>





                                      iii
<PAGE>

<TABLE>
<S>                                                                                        <C>

   17 - Financial Statements...............................................................88

   18 - Financial Statements...............................................................88

   19 - Exhibits...........................................................................88

   Financial Statements................................................................... 89

   Signature...............................................................................93

   Certifications..........................................................................94

</TABLE>

























                                       iv
<PAGE>

GEOLOGICAL STANDARDS: When used in this annual report, Mineral Deposits were
used to calculate the Ore Reserves by application of minimum mining widths,
dilution, mining recovery factors, operating costs and metal prices. With
respect to open pit mining, optimized pits were generated, followed by detailed
pit design and engineering in establishment of Ore Reserves. Unless the context
otherwise requires, the term Ore Reserves used in this annual report corresponds
to Probable and/or Proven and Probable Reserves.

NOTE: Unless otherwise indicated, all amounts in this annual report and exhibits
thereto are stated in Canadian dollars. At May 3, 2004, the noon buying rate in
New York City for cable transfers in Canadian dollars as certified for customs
purposes by the Federal Reserve Bank of New York was one Canadian dollar
equalled $0.728 United States Dollars. (See Item 3.A, Key Information - Selected
Financial Data, for further information.)

FORWARD LOOKING STATEMENTS
--------------------------

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

                                     PART I
                                     ------

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

Not Applicable

                ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE
                ------------------------------------------------

Not applicable




                                       1

<PAGE>

                            ITEM 3 - KEY INFORMATION
                            ------------------------

A.       SELECTED FINANCIAL DATA
         -----------------------

Exchange Rates
--------------

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

       ---------------------------------------------------------------
       MONTH AND YEAR       HIGH PER       LOW PER      AVERAGE PER
                            MONTH          MONTH        MONTH
       ---------------------------------------------------------------
       November 2003           1.3362        1.2930       1.3130
       ---------------------------------------------------------------
       December 2003           1.3405        1.2923       1.3128
       ---------------------------------------------------------------
       January 2004            1.3340        1.2690       1.2958
       ---------------------------------------------------------------
       February 2004           1.3442        1.3108       1.3299
       ---------------------------------------------------------------
       March 2004              1.3437        1.3080       1.3286
       ---------------------------------------------------------------
       April 2004              1.3711        1.3101       1.3721
       ---------------------------------------------------------------


              ----------------------------------------------
                                     AVERAGE OF EXCHANGE
                                     RATES ON LAST DAYS OF
              YEARS                  MONTH FOR EACH YEAR
              ----------------------------------------------
              2003                      1.4012
              ----------------------------------------------
              2002                      1.5702
              ----------------------------------------------
              2001                      1.5484
              ----------------------------------------------
              2000                      1.4873
              ----------------------------------------------
              1999                      1.4827
              ----------------------------------------------

As of May 3, 2004, the exchange rate was CDN $1.3740 for US$1.00.

    Source- Federal Reserve Bank of New York

Selected Financial Data
-----------------------

The selected financial data shown and expressed in Canadian dollars in the
following tables below have been derived from and should be read in conjunction
with the financial statements and notes included as Item 18 in this document.
Crystallex's financial statements have been prepared in accordance with
generally accepted accounting standards in Canada and have been reconciled to
accounting principles generally accepted in the United States. The selected
financial data as at December 31, 2003 and 2002 and for the three years ending
December 31, 2003 is derived from the audited financial statements appearing in
this document.



                                       2
<PAGE>


<TABLE>
<CAPTION>

                          SELECTED CONSOLIDATED FINANCIAL DATA IN CANADIAN DOLLARS
                          --------------------------------------------------------
                                              (CANADIAN GAAP)
                                              ---------------

-------------------------------------------------------------------------------------------------------------------
                               FOR YEAR      FOR YEAR ENDED    FOR YEAR ENDED    FOR YEAR ENDED    FOR YEAR ENDED
                                ENDED         DECEMBER 31,      DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
                             DECEMBER 31,       2002(1)           2001(1)           2000(1)           1999(2)
                                2003         (AS RESTATED)     (AS RESTATED)     (AS RESTATED)      (AS AMENDED)
-------------------------------------------------------------------------------------------------------------------
<S>                          <C>              <C>                 <C>               <C>               <C>
INCOME STATEMENT
DATA                       ----------------------------------------------------------------------------------------

Mining Revenue(3)             15,566,511       46,161,221          45,984,208        39,639,239        35,907,539
-------------------------------------------------------------------------------------------------------------------

Income (loss) before         (82,053,852)     (56,459,812)        (42,552,441)        4,548,860          (618,936)
Income Taxes               ----------------------------------------------------------------------------------------

Income Taxes                     --                --                  --                --                 --
-------------------------------------------------------------------------------------------------------------------

Net Income (loss)            (82,053,852)     (56,459,812)        (42,552,441)        4,548,860          (618,936)
                           ----------------------------------------------------------------------------------------

Net Income (loss) per          (0.70)            (0.67)              (0.62)             0.09              (0.02)
Common Share - Basic       ----------------------------------------------------------------------------------------

                             118,309,198       84,441,287          69,117,738        52,965,842        39,308,858
Weighted Average
Number of Shares
Outstanding - Basic
-------------------------------------------------------------------------------------------------------------------

BALANCE SHEET              ----------------------------------------------------------------------------------------
DATA
Cash and Short-Term           33,863,448        5,695,130          14,409,831         4,418,442         6,652,863
Investments                ----------------------------------------------------------------------------------------

Working Capital                4,699,786      (19,596,429)          9,261,655         5,528,714         6,701,812
(Deficiency)
                           ----------------------------------------------------------------------------------------

Total Assets                 173,524,848      182,367,984         166,980,682       165,561,727       110,841,419
                           ----------------------------------------------------------------------------------------

Long-Term Debt                 8,373,406       26,206,277          25,216,992        32,656,570        16,848,835
                           ----------------------------------------------------------------------------------------

Shareholders' Equity         102,058,845       83,084,535         103,281,456       112,135,051        74,227,949
-------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Refer to Note 3 to the 2002 consolidated financial statements.
(2) As amended to reflect impact of subsequent years' restatements.
(3) For the years 2002 and prior, Mining Revenue includes amounts from
    Discontinued Operations.

Crystallex has not paid any dividends since its incorporation.

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


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                  SELECTED CONSOLIDATED FINANCIAL DATA IN CANADIAN DOLLARS
                                  --------------------------------------------------------
                                                        (U.S. GAAP)
                                                        -----------

-------------------------------------------------------------------------------------------------------------------
                                FOR YEAR      FOR YEAR ENDED    FOR YEAR ENDED   FOR YEAR ENDED    FOR YEAR ENDED
                                 ENDED         DECEMBER 31,      DECEMBER 31,     DECEMBER 31,      DECEMBER 31,
                              DECEMBER 31,       2002(1)           2001(1)           2000(1)          1999(2)
                                  2003        (AS RESTATED)     (AS RESTATED)     (AS RESTATED)     (AS AMENDED)

-------------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>                <C>               <C>                <C>
INCOME STATEMENT
DATA                       ----------------------------------------------------------------------------------------

Mining Revenue(3)              15,566,511        46,161,221         45,984,208        39,639,239        35,707,539
                           ----------------------------------------------------------------------------------------

Loss before Income Taxes      (94,677,800)      (99,926,729)       (59,011,287)      (13,179,638)       (9,323,469)
Under U.S. GAAP            ----------------------------------------------------------------------------------------

Income Taxes                       --                --                --                --                  --
                           ----------------------------------------------------------------------------------------

Net Loss                      (94,677,800)      (99,926,729)       (59,011,287)      (13,179,638)       (9,323,469)
                           ----------------------------------------------------------------------------------------
Net Loss per Common
Share - Basic                   (0.81)             (1.18)             (0.85)           (0.25)             (0.24)
                           ----------------------------------------------------------------------------------------

Weighted Average              118,309,198        84,441,287         69,117,738        52,965,842        39,308,858
Number of Shares
Outstanding - Basic
-------------------------------------------------------------------------------------------------------------------
BALANCE SHEET
DATA                       ----------------------------------------------------------------------------------------

Cash and Short-Term            33,863,448         5,695,130         14,409,831         4,418,442         6,652,863
Investments                ----------------------------------------------------------------------------------------

Working Capital                 4,699,786       (19,578,100)         9,296,642         5,569,272         6,701,812
(Deficiency)               ----------------------------------------------------------------------------------------

Total Assets                   69,282,525        82,081,263        109,403,438       108,653,155        80,794,280
                           ----------------------------------------------------------------------------------------

Long-Term Debt                  8,373,406        27,336,997         22,583,353        32,656,570        16,848,835
                           ----------------------------------------------------------------------------------------

Shareholders' Equity           (2,183,478)      (18,332,906)        48,337,851        50,101,013        35,476,277
-------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Refer to Notes 3 and 18 to the 2002 consolidated financial statements.
(2) As amended to reflect impact of subsequent years' restatements.
(3) For the years 2002 and prior, Mining Revenue includes amounts from
    Discontinued Operations.

Under U.S. generally accepted accounting principles, Crystallex has written down
its investment in mineral properties for those properties with no mineral
reserves. As a result, during the years ended December 31, 2003, 2002, 2001,
2000, and 1999, Crystallex incurred mineral property write-downs of $3,761,273,
$42,868,819, $13,306,689, $12,643,590, and $5,497,813, respectively.


                                       4
<PAGE>

B.       CAPITALIZATION AND INDEBTEDNESS
         -------------------------------

Not Applicable

C.       REASONS FOR THE OFFER AND USE OF PROCEEDS
         -----------------------------------------

Not Applicable

D.       RISK FACTORS
         ------------

LAS CRISTINAS PROPERTIES

A THIRD PARTY HAS FILED COURT ACTIONS IN VENEZUELA ALLEGING THAT IT HAS THE
RIGHT TO MINE THE LAS CRISTINAS PROPERTIES. IF THE ACTIONS ARE SUCCESSFUL,
CRYSTALLEX COULD LOSE ITS RIGHTS TO THOSE PROPERTIES.

The rights of Crystallex to develop the Las Cristinas 4, 5, 6 and 7 deposits
(the "Las Cristinas Deposits") are derived from: (a) a presidential decree which
authorized the MEM to contract for the exploitation of the Las Cristinas
Deposits and an agreement between the MEM and the CVG authorizing the CVG to
enter into a mine operation agreement with a third party and (b) a mine
operation agreement between the CVG and Crystallex dated September 17, 2002 (the
"MOA"). Under the terms of the MOA, the administration of the Las Cristinas
Deposits relating to gold, including its exploration, development, exploitation,
commercialization and sale, has been granted exclusively to Crystallex as
provided by the mining law of Venezuela. The CVG had previously entered into a
mining contract with Minera Las Cristinas, C.A. ("MINCA") to develop the Las
Cristinas Deposits (the "MINCA Contract"). MINCA produced no gold and suspended
its development activities on the Las Cristinas Deposits. As a result, the CVG
noted MINCA in default of its agreement and subsequently terminated the MINCA
Contract. Thereafter, the CVG entered into the MOA with Crystallex. (See Item
4D, "Information on Crystallex - Property, Plants and Equipment - Las Cristinas
4, 5, 6 and 7," beginning on page 21.) MINCA has claimed that the cancellation
of the MINCA Contract was illegal and has commenced legal actions in Venezuela
disputing the CVG's legal authority for cancelling the MINCA Contract and
entering into the MOA. Crystallex cannot predict the outcome of the various
MINCA legal actions or any impact that these actions could have on mining rights
under the MOA, including whether these actions could lead to the termination of
Crystallex's rights under the MOA.

CRYSTALLEX'S MINING RIGHTS ARE CONTRACTUAL AND MAY BE TERMINATED IN THE EVENT OF
BREACH OF THE MOA.

Under the MOA, and in accordance with applicable Venezuelan mining laws,
ownership of the Las Cristinas Deposits belongs to the Republic of Venezuela.
The MOA does not transfer any property ownership rights to Crystallex, and the
right of Crystallex to develop the Las Cristinas Deposits is contingent upon
Crystallex continuing to meet its ongoing obligations under the MOA. (See Item
4D, "Information on Crystallex - Property, Plants and Equipment - Las Cristinas
4, 5, 6 and 7," beginning on page 21.) Among other things, the MOA requires that





                                       5
<PAGE>

Crystallex make all necessary investments and complete all works necessary to
reactivate the Las Cristinas Deposits; design, construct and operate a
processing plant, to process gold for its subsequent commercialization and sale;
put into production the Las Cristinas mining project by May 16, 2004; and return
the mine, its installations, and equipment to the CVG upon termination of the
MOA. On March 8, 2004, the CVG, acting under its mandate from the MEM and as the
authorized agency of the Republic of Venezuela, approved the full feasibility
study for the Las Cristinas project including the development plan and timeline
presented thereunder. Upon receiving such approval, Crystallex immediately
commenced exploition of the Las Cristinas Deposits, as contemplated by Article
58 of the Venezuelan Mining Law and consistent with the provisions of the MOA,
with the initiation of the first phase of the development. This included the
granting of its EPCM contract, the commencement of geotechnical drilling, the
filing of permit applications and the refurbishment of the mining camp. The
right of Crystallex to develop the gold contained in the Las Cristinas Deposits
is contingent upon Crystallex continuing to meet its ongoing obligations under
the MOA. In the event of a breach of the MOA which was not cured by Crystallex,
such breach could result in the CVG having the right to terminate the MOA.

CRYSTALLEX REQUIRES ADDITIONAL FUNDING TO DEVELOP ITS MINING PROPERTIES, AND
LACK OF FUNDING MAY DELAY OR REDUCE MINING ACTIVITIES AND MAY RESULT IN DEFAULT
IN PERFORMANCE UNDER AND TERMINATION OF THE MOA.

Under the terms of the MOA, Crystallex is required, among other things, to make
all necessary investments and complete all works necessary to reactivate the Las
Cristinas Deposits, to design, construct and operate a processing plant, to
process gold for its subsequent commercialization and sale and to return the
mine, its installations and equipment to the CVG upon termination of the MOA. In
order to develop the Las Cristinas project and its other mining projects,
Crystallex will need to raise additional financing which may include one or more
of non-recourse project debt, mezzanine debt and additional equity financing.
(See Item 5, "Operating and Financial Review and Prospects - Financial Overview
- Liquidity and Capital Resources," pages 51-52.) Given the fact that the MOA
maintains ownership rights in the CVG, that Crystallex's rights under the MOA
are not assignable without consent, that a third party has filed court actions
in Venezuela alleging that it has the right to mine the Las Cristinas Deposits,
and the Las Cristinas Deposits are located in an area where mining rights may be
restricted, sufficient additional financing may not be available to Crystallex.
Crystallex currently has limited financial resources, and its failure to obtain
such additional financing could result in the delay or indefinite postponement
of the exploration and development of Crystallex's mining projects and could
lead to Crystallex defaulting under the MOA.

THE LAS CRISTINAS DEPOSITS ARE LOCATED IN AN AREA WHERE MINING ACTIVITIES MAY BE
RESTRICTED, THEREBY IMPAIRING THE ABILITY OF CRYSTALLEX TO EXPLOIT THE LAS
CRISTINAS DEPOSITS.

The Las Cristinas properties are located within the Imataca Forest Reserve. The
Presidential decree regulating the Imataca region recognizes mining activities
as a permitted use in the Forest Reserve and establishes the framework for the
mining activities which may take place within the region. That Presidential
decree has been the subject of legal challenges before the Venezuelan courts
since 1997. Pending resolution of these challenges, the Venezuelan courts issued
an

                                       6
<PAGE>

interim order that no new mining concessions or rights, as opposed to
existing or previously obtained mining rights, could be granted in the region.
If a final ruling of the Venezuelan courts on this matter imposes restrictions
on mining activities within the Imataca Forest Reserve, it is possible that such
restrictions could be retroactive in nature and could prevent Crystallex from
exploiting these existing mining properties.

CRYSTALLEX COULD LOSE ITS MINING PROPERTIES IF IT DEFAULTS ON ITS LOAN FACILITY.

Crystallex's loan facility requires that Crystallex maintain specific financial
ratios and satisfy financial condition tests. Events beyond Crystallex's
control, including changes in general economic and business conditions, may
affect Crystallex's ability to satisfy these covenants, which could result in a
default under this loan facility. If an event of default under this facility
occurs, the lender could elect to declare all principal amounts outstanding
thereunder, together with accrued interest, to be immediately due and payable.
The lender could also elect to enforce its security interest over substantially
all property relating to Crystallex's Tomi property, the Revemin mill and
Crystallex's share interest in El Callao Mining Corp.

UNCERTAINTY OF ORE RESERVE ESTIMATES COULD LEAD CRYSTALLEX TO ALLOCATE ITS
CAPITAL TO DEPOSITS WHICH ULTIMATELY PROVE UNECONOMIC AND FOREGO DEVELOPMENT OF
POTENTIALLY SIGNIFICANT DEPOSITS.

Crystallex's business relies upon the accuracy of its determinations as to
whether a given deposit has significant mineable minerals. Crystallex's reported
mineral reserves are only estimates. There is no certainty that the estimated
mineral reserves will be recovered or that they will be recovered at the rates
estimated. Mineral reserve estimates are based on limited sampling, and,
consequently, are uncertain because the samples may not be representative.
Mineral reserve estimates may require revision (either up or down) based on
actual production experience. Market fluctuations in the price of metals, as
well as increased production costs or reduced recovery rates, may render certain
mineral reserves uneconomic and may ultimately result in a restatement of
reserves. Moreover, short-term operating factors relating to the mineral
reserves, such as the need for sequential development of ore bodies and the
processing of new or different ore grades, may adversely affect Crystallex's
profitability in any particular accounting period. If Crystallex's estimates are
incorrect, it will not correctly allocate its resources, causing it either to
spend too much at what could be a less than an economical deposit or to fail to
mine what could be a significant deposit.

UNCERTAINTY WITH RESPECT TO TITLE TO REMAINING MINERAL PROPERTIES MAY RESULT IN
LOSS OF MINING RIGHTS WITHOUT COMPENSATION FOR DEVELOPMENT EXPENDITURES.

Acquisition of title to mineral properties is a very detailed and time-consuming
process. Title to, and the area of, mineral claims may be disputed. Crystallex
does not know whether someone will challenge or impugn title to its properties.
As a result, Crystallex can never be certain that it will have valid title to
its mining properties. Mining properties sometimes contain claims or transfer
histories that examiners cannot verify, and transfers under foreign law often
are complex. Crystallex does not carry title insurance on its properties.
Therefore, a successful claim that Crystallex does not have title to a property
could cause Crystallex to lose its rights to


                                       7
<PAGE>

mine that property, perhaps without receiving any compensation for its prior
expenditures relating to the property.

GOLD PRICE VOLATILITY MAY NEGATIVELY IMPACT CRYSTALLEX'S CASH FLOW AND
PROFITABILITY, CAUSE AN ADJUSTMENT OF ITS RESERVES AND RESULT IN A REDUCTION OR
SUSPENSION OF ITS MINING ACTIVITIES.

Gold prices historically have fluctuated widely and are affected by numerous
external factors beyond Crystallex's control. Between 1998 and 2003, the gold
price fluctuated from a low of U.S.$253 to a high of U.S.$416. (See Item 4B,
"Information on Crystallex - Business Overview - The Gold Market," page 17.) On
May 3, 2004, the p.m. fixing price of gold sold in the London Bullion Market was
U.S.$391.25 per ounce.

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

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

GOLD HEDGING ACTIVITIES MAY CREATE RISK OF LOSSES DEPENDING UPON THE PRICE OF
GOLD, THE ABILITY OF CRYSTALLEX TO PRODUCE AND DELIVER GOLD, AND THE PERFORMANCE
OF THIRD PARTY BUYERS.

Crystallex has entered into forward contracts and written call options to sell a
portion of the gold that it anticipates it will produce at its mines. These
contracts obligate Crystallex to sell the gold at a price set when it enters
into the contract, regardless of the price when Crystallex actually produces the
gold. Accordingly, there is a risk that the price of gold is higher at the time
Crystallex produces the gold than when it enters into the contracts, so that
Crystallex must sell the gold at a lower price than it could have received if it
did not enter into the contracts. In addition, if Crystallex is not able to
produce and deliver the amount of gold specified in the contracts, it may be
required to buy gold at market prices to satisfy its contract obligations. These
market prices may be higher than the agreed upon delivery prices or higher than
Crystallex's production costs. See Item 5, "Operating and Financial Review and
Prospects -


                                       8
<PAGE>

Financial Overview - Forward Sales and Written Call Options - Mark-to-Market
(Fair Value)," pages 50-51. Further, in respect of the forward contracts, the
entity contracting to buy the gold from Crystallex could default, which means
that if the contract price is higher than the market price at the time of
delivery, Crystallex will not likely be able to resell the gold at the higher
price.

CRYSTALLEX FACES SIGNIFICANT RISKS IN THE EXPLORATION, DEVELOPMENT AND OPERATION
OF ITS MINING PROPERTIES, AND THE SUCCESS OF ITS BUSINESS WILL BE DEPENDENT UPON
ITS MANAGEMENT OF SUCH RISKS.

The business of exploring for and mining of minerals involves a high degree of
risk. Few properties that are explored are ultimately developed into producing
mines. Unusual or unexpected formations, formation pressures, fires, power
outages, labor disruptions, flooding, explosions, tailings impoundment failures,
cave-ins, landslides and the inability to obtain adequate machinery, equipment
or labor are some of the risks involved in the operation of mines and the
conduct of exploration programs. Substantial expenditures are required to
establish ore reserves through drilling, to develop metallurgical processes to
extract the metal from the ore and, in the case of new properties, to develop
the mining and processing facilities and infrastructure at any site chosen for
mining. Crystallex does not know whether it will discover minerals in sufficient
quantities and manage the production risks in order to justify commercial
exploitation, whether it will discover minerals in sufficient quantities to
justify commercial operations, or whether it will obtain on a timely basis the
funds required for development. The economics of developing gold and other
mineral properties are affected by many factors, including the cost of
operations, variations in the grade of ore mined and metals recovered,
fluctuations in metal markets, costs of processing equipment, continuing access
to smelter facilities on acceptable terms and other factors, such as government
regulations, including regulations relating to royalties, allowable production,
importing and exporting of minerals and environmental protection.

Crystallex's operations may also be affected by the presence of illegal miners
(something which is not uncommon in the gold mining areas of the Guyana shield
area of Venezuela). Although Crystallex, in conjunction with the local
authorities, employs strategies to control the presence of illegal miners, such
presence could nevertheless hurt Crystallex's mining operations.

CRYSTALLEX FACES POTENTIAL RISKS AND UNCERTAINTIES RESULTING FROM THE LOCATION
OF ITS PROPERTIES AND OPERATIONS IN COUNTRIES WHERE POLITICAL, GOVERNMENTAL OR
OTHER ACTIVITIES MAY DISRUPT ITS BUSINESS, INCLUDING PROPERTY RIGHTS,
EXPLORATION AND MINING ACTIVITIES AND THE MOVEMENT OF FUNDS.

Political and related legal and economic uncertainty may exist in countries
where Crystallex may operate. Crystallex's mineral exploration and mining
activities may be hurt by political instability and changes to government
regulation relating to the mining industry. Risks of foreign operations may
include political unrest, labor disputes, invalidation of governmental orders
and permits, corruption, war, civil disturbances and terrorist actions,
arbitrary changes in law or policies of particular countries, changes to
government regulation relating to the mining industry, foreign taxation, price
and currency controls, delays in obtaining or the inability to obtain necessary
governmental permits, opposition to mining from environmental or other
non-


                                       9
<PAGE>

governmental organizations, limitations on foreign ownership, limitations on the
repatriation of earnings, limitations on gold exports and increased financing
costs. These risks may limit or disrupt Crystallex's mineral exploration and
mining activities, restrict the movement of funds or result in the deprivation
of contract rights or the taking of property by nationalization or expropriation
without fair compensation.

Crystallex does not know what, if any, negative impact recent and ongoing
political unrest in Venezuela, including civil disturbances, fuel shortages,
currency and exchange controls, and labor strikes, will have on it in the
future, particularly if these conditions were to continue for an extended period
of time, and there can be no assurance that Crystallex's operations would not be
adversely affected.

CRYSTALLEX MAY NOT INSURE OR BE ABLE TO INSURE CERTAIN RISKS, WHICH MAY RESULT
IN INCREASED COSTS AND REDUCED PROFITABILITY.

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

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

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

CRYSTALLEX FACES INDUSTRY COMPETITION IN THE ACQUISITION OF MINING PROPERTIES
AND THE RECRUITMENT AND RETENTION OF QUALIFIED PERSONNEL.

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

CRYSTALLEX'S BUSINESS DEPENDS UPON A LIMITED NUMBER OF MINING PROPERTIES AND
PROCESSING FACILITIES, THE LOSS OF ANY OF WHICH MIGHT NEGATIVELY IMPACT ITS
OPERATIONS.

Crystallex's operations at the Tomi mine and the Revemin Mill account for all
of Crystallex's current mineral production and revenue. (See Item 4B,
"Information on Crystallex - Business Overview - Activity on the Mining
Properties," page 17.) Any adverse development affecting


                                       10
<PAGE>

these operations would significantly hurt Crystallex's financial performance and
results of operations.

CRYSTALLEX FACES SIGNIFICANT RISKS INHERENT IN THE PRODUCTION OF GOLD, AND THE
SUCCESS AND PROFITABILITY OF ITS OPERATIONS IS DEPENDENT UPON ITS ABILITY TO
MANAGE AND CONTROL THESE RISKS.

Crystallex's actual production may vary from its estimates for a number of
reasons, including:

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

Such occurrences could result in damage to mineral properties, interruptions in
production, injury or death to persons, damage to property of Crystallex or
others, monetary losses and legal liabilities. These factors may cause a mineral
deposit that has been mined profitably in the past to become unprofitable,
forcing Crystallex to cease production. Each of these factors also applies to
Crystallex's sites not yet in production. It is not unusual in new mining
operations to experience unexpected problems during the production start-up
phase.

CRYSTALLEX'S OPERATIONS REQUIRE ENVIRONMENTAL PERMITS AND ARE SUBJECT TO
ENVIRONMENTAL COMPLIANCE REGULATIONS. COMPLIANCE MAY INVOLVE SIGNIFICANT COSTS
AND DELAYS, AND FAILURE TO COMPLY MAY RESULT IN FINES OR SUSPENSION OF ITS
MINING ACTIVITIES.

Crystallex's activities are subject to laws and regulations controlling not only
the mining of and exploration for mineral properties, but also the possible
effects of such activities upon the environment. (See Item 4.B, "Information on
Crystallex - Business Overview - Government Regulation," page 18, and Item 5B,
"Operating and Financial Review and Prospects - Regulatory and Environment
Risks," beginning on page 57.) Environmental laws may change and make the mining
and processing of ore uneconomic or result in significant environmental or
reclamation costs. Environmental laws provide for restrictions and prohibitions
on spills, releases, or emissions of various substances produced in association
with certain mining industry

                                       11
<PAGE>

operations, such as seepage from tailings disposal areas which could result in
environmental pollution. A breach of such laws may result in the imposition of
fines and penalties or the suspension or closure of mining operations. In
addition, certain types of operations require the submission of environmental
impact statements and approval thereof by government authorities. Environmental
laws are evolving in a manner which may mean stricter standards and enforcement,
increased fines and penalties for non-compliance, more stringent environmental
assessments of proposed projects, and a heightened degree of responsibility for
companies and their officers, directors and employees. Permits from a variety of
regulatory authorities are required for many aspects of mine development,
operation and reclamation. Future laws and regulations could cause additional
expense, capital expenditures, restrictions, liabilities and delays in the
development of Crystallex's properties, the extent of which cannot be predicted.
In the context of environmental permits, including the approval of reclamation
plans, Crystallex must comply with standards, laws and regulations which may
entail costs and delays depending on the nature of the activity to be permitted
and how stringently the regulations are implemented by the permitting authority.
Crystallex does not maintain environmental liability insurance.

CRYSTALLEX OPERATIONS REQUIRE ADDITIONAL PERMITS AND ARE SUBJECT TO REGULATIONS.
COMPLIANCE MAY INVOLVE SIGNIFICANT COSTS OR DELAYS, AND FAILURE TO COMPLY MAY
RESULT IN FINES OR SUSPENSION OF ITS MINING ACTIVITIES.

Government regulations significantly affect Crystallex's mining operations. (See
Item 4.B, "Information on Crystallex - Business Overview - Government
Regulation," page 18.) Crystallex's mining operations and exploration and
development activities are subject to extensive laws and regulations governing
health and worker safety, employment standards, waste disposal, protection of
the environment, protection of historic and archaeological sites, mine
development and protection of endangered and protected species and other
matters. Each jurisdiction in which Crystallex has properties regulates mining
activities. Crystallex generally requires permits from authorities in these
jurisdictions to authorize Crystallex's operations. These permits relate to
virtually every aspect of Crystallex's exploration, development and production
activities. It is possible that future changes in applicable laws, regulations
or changes in their enforcement or regulatory interpretation could result in
changes in legal requirements or in the terms of existing permits applicable to
Crystallex or its properties, which could significantly impact Crystallex's
current operations or planned exploration and development projects. Obtaining
necessary permits can be a complex, time consuming process and Crystallex cannot
assure whether necessary permits will be obtainable on acceptable terms, in a
timely manner or at all. The costs and delays associated with obtaining
necessary permits and complying with these permits and applicable laws and
regulations could stop or materially delay or restrict Crystallex from
proceeding with the development of a project or the operation or further
development of a mine. Any failure to comply with applicable laws and
regulations or permits, even if inadvertent, could result in interruption or
closure of exploration, development or mining operations or material fines,
penalties or other liabilities.

CURRENCY FLUCTUATIONS MAY INCREASE OPERATING COSTS.

Currency fluctuations may affect the costs that Crystallex incurs in its
operations. Gold is sold throughout the world based principally on a U.S. dollar
price, but a portion of Crystallex's operating expenses are incurred in non-U.S.
dollar currencies. The appreciation of non-U.S.




                                       12
<PAGE>

dollar currencies in those countries where Crystallex has mining operations
against the U.S. dollar would increase the costs of gold production at such
mining operations and could hurt Crystallex's profitability and financial
condition.

Crystallex's Venezuelan operations are currently subject to currency and
exchange controls. These government imposed controls may hurt Crystallex by
restricting its ability to repatriate funds.

CRYSTALLEX HAS INCURRED RECENT LOSSES.

Crystallex incurred a net loss in 2003 and, after restatement of its
consolidated financial statements for 2002 incurred net losses in each of 2002
and 2001. Crystallex's profitability depends, among other things, on the price
of gold, the level of gold production, cash operating costs, the prices and
production levels of by-product minerals and other factors discussed in "Risk
Factors." Substantially all of these factors are beyond Crystallex's control. As
part of the preparation of its audited financial statements for the year ended
December 31, 2003 Crystallex undertook a detailed review of the carrying value
of each of its mineral properties as well as related deferred exploration costs
and its plant and equipment. The review resulted in a $23.9 million write-down
of mineral properties, of which $18.8 million was related to the La Victoria
property and the balance to various exploration properties

CRYSTALLEX HAS TWO REGISTRATION STATEMENTS UNDER REVIEW WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION (SEC) WHICH COULD RESULT IN REVISED
DISCLOSURE.

Crystallex currently has outstanding two registration statements filed with the
SEC in connection with the registration of securities of Crystallex issued in
2002 and 2003 in private placements. The registration statements are the subject
of an ongoing "full review" by the SEC. As at the date of this Annual Report,
these registration statements have not been declared effective by the SEC. As a
result of this review, Crystallex could be required to revise the disclosure or
restate the financial statements included in the registration statements or
other reports (including this Annual Report) filed with the SEC.

CRYSTALLEX'S BUSINESS DEPENDS UPON A SMALL NUMBER OF KEY PERSONNEL, THE LOSS OF
ANY OF WHICH MIGHT SIGNIFICANTLY IMPAIR ITS BUSINESS.

Crystallex's business is dependent on retaining the services of a small number
of key management personnel, namely Messrs. Bruce, Fung, Thomas, Rosiak, Ross
and El-Alfy (See Item 6, "Directors, Senior Management and Employees," beginning
on page 59.) The success of Crystallex is, and will continue to be to a
significant extent, dependent on the expertise and experience of the directors
and senior management. The loss of one or more of these people could
significantly impair Crystallex's ability in developing, exploring, acquiring,
and funding mining properties. Crystallex does not maintain key employee
insurance on any of its employees.




                                       13
<PAGE>

CRYSTALLEX HAS AUTHORIZED FOR ISSUANCE A LARGE NUMBER OF SHARES, WHICH, IF
ISSUED IN SIGNIFICANT AMOUNTS, COULD RESULT IN DILUTION OF SHARE OWNERSHIP AND A
REDUCTION IN SHARE PRICE.

As at May 3, 2004, Crystallex has authorized the issuance of more than
28,568,905 common shares that have not yet been issued for payment of certain
property purchases and related indebtedness, the exercise of stock options,
finder's fees, the exercise of warrants issued in private placements, placement
agent's fees for a private placement, and exercise of warrants issued for
convertible notes and broker's fees. Furthermore, Crystallex may issue
additional common shares from time to time in the future. If Crystallex issues a
substantial number of those new shares, it could substantially dilute the
ownership interest of Crystallex's current shareholders, based upon the
179,498,492 Crystallex shares outstanding as of May 3, 2004. In addition, given
Crystallex's average daily trading volume of approximately 767,900 shares on the
American Stock Exchange ("AMEX") (Consolidated Market) and approximately 724,275
shares on the Toronto Stock Exchange ("TSX") for the period January 1, 2003
through April 30, 2004, the sale of these shares could provide enough selling
pressure to depress the share price of Crystallex's common shares.

LIMITED ATTENDANCE AT A SHAREHOLDERS' MEETING AND MINIMAL QUORUM REQUIREMENTS
MAY RESULT IN A SMALL NUMBER OF SHAREHOLDERS TAKING VOTES BINDING UPON ALL
SHAREHOLDERS.

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


                       ITEM 4 - INFORMATION ON CRYSTALLEX
                       ----------------------------------

A.       HISTORY AND DEVELOPMENT OF CRYSTALLEX
         -------------------------------------

         Background

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

Crystallex is engaged in the production of gold and related activities including
exploration, development, mining, and processing. It conducts these activities
primarily through mineral concessions that it owns or controls in Venezuela.
Crystallex is currently producing gold from




                                       14
<PAGE>

the Tomi concession in Venezuela (which it acquired in July 2000 as part of its
acquisition of Bolivar Goldfields A.V.V.'s assets in Venezuela). Ore from the
Tomi concession is processed at Crystallex's Revemin Mill in Venezuela (which it
acquired in July 2000 as part of its acquisition of Bolivar Goldfields A.V.V.'s
assets in Venezuela).

On September 17, 2002, Crystallex entered into the MOA with the CVG, acting
under the authority of the MEM , under which Crystallex has been granted the
rights to develop the Las Cristinas Deposits in the Municipality of Sifontes,
Bolivar State, Venezuela. The MOA represents the culmination of a long-standing
effort by Crystallex to obtain the mining rights for, and gain possession of,
the Las Cristinas Deposits and provides to Crystallex the exclusive right to
develop the Las Cristinas Deposits, including the commercialization and sale of
gold.

A positive Feasibility Study for Las Cristinas was completed by SNC-Lavalin
Engineers and Constructors Inc. (SNCL) in September 2003 and the Study was
approved by the CVG on March 8, 2004. The process for obtaining the required
mining permits was formally initiated on April 15, 2004 with the submission of
the Environmental Impact Study (EIS). It is presently anticipated that the
required permits for project construction will be issued later in 2004, allowing
construction to commence. An Engineering, Procurement and Construction
Management (EPCM) contract to provide services for the development of Las
Cristinas was awarded to SNCL in March 2004. The engineering and construction
schedule is estimated at approximately 24 months from the start of detailed
engineering, which started on March 23, 2004.

At the end of the third quarter of 2003, Crystallex suspended operations at the
La Victoria mine (which it acquired in February, 2001 through its acquisition of
a controlling interest in El Callao Mining Corp.). It was determined that a
large proportion of the unoxidized ore is refractory and, as a result of low
gold recoveries, is uneconomic to process in a conventional cyanide-in-leach
processing circuit. Preliminary metallurgical testwork demonstrated that the ore
is amenable to pre-treatment with a Bio-Oxidation process and Crystallex has
shipped a twenty tonne ore sample to South Africa to further assess the
Bio-Oxidation process in a pilot plant test.

At year end 2003, Crystallex wrote-down the carrying value of La Victoria by
$18.8 million, reducing the carrying value to zero as it was determined that the
asset value, based upon reserves at December 31, 2003, was materially less than
the net book value. A drilling program is currently underway at La Victoria.
When the new reserve estimate and Bio-Oxidation pilot plant results are
available in the third quarter, Crystallex will undertake an evaluation to
determine if installation of a Bio-Oxidation plant is economically viable.

The address of Crystallex's principal and registered office is 18 King Street
East, Suite 1210, Toronto, Ontario, M5C 1C4, telephone number (416) 203-2448.
Its agent for service of process in the United States is Lawrence W. Koltun,
whose business address is 1146 19th Street, NW, Suite 250, Washington, DC 20036.



                                      15
<PAGE>

         Important Acquisitions and Divestitures Since January 1, 2000

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

In July, 2000, Crystallex acquired all of Bolivar Goldfields A.V.V.'s assets in
Venezuela, through the purchase of the stock of Bolivar's wholly-owned
subsidiary, for a purchase price of US$7 million and the assumption of bank debt
of US$13 million, which Crystallex paid to US$8.5 million at closing. Crystallex
paid US$5 million of the purchase price in cash and issued to Bolivar a
promissory note in the principal amount of US$2 million (which Crystallex has
since paid) for the balance. The final maturity of the bank debt is in 2006.

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

Effective October 1, 2003, Crystallex sold to Uruguay Mineral Exploration Inc.
(UME), an unrelated third party whose shares are listed on the TSX Venture
Exchange, all of the shares of all companies holding Crystallex's ownership
interests in the San Gregorio mining operations in Uruguay. Although the San
Gregorio mining operations had been by far Crystallex's biggest producer of gold
(producing between 66,000 and 72,000 ounces of gold in each of the past three
years), Crystallex believed that the San Gregorio mine was nearing the end of
its useful life and that it would be more appropriate to focus its energy and
resources on its Venezuelan properties, and in particular the development of Las
Cristinas.

Under the terms of the agreement, UME will pay Crystallex US$2 million in two
equal installments, with the first installment due six months after closing
(which Crystallex has received) and the second installment due twelve months
after closing. Formal closing was completed on October 27, 2003. Crystallex also
received a transfer of certain exploration drilling equipment, with an estimated
value of US$600,000. In addition, UME paid approximately US$2.8 million to fund
the closing out of all remaining San Gregorio gold forward sales commitments,
(approximately 37,600 ounces), and through the Uruguayan companies purchased,
assumed certain environmental, remediation, severance and closure costs which
would have been incurred by Crystallex had it proceeded with the planned closure
of its Uruguayan mining operations. The sale was completed through the transfer
of the shares of Crystallex's Uruguayan subsidiary companies which owned the
mining assets. Crystallex recorded a non-cash $1.3 million loss as a result of
this transaction.



                                      16
<PAGE>

B.       BUSINESS OVERVIEW
         -----------------

         Activity on the Mining Properties

Crystallex is a Canadian-headquartered gold producer with operations and
exploration properties in Venezuela. Cyrstallex's principal asset is the Las
Cristinas Deposits, located in southeastern Venezuela. Crystallex's medium term
goal is to become a low cost, intermediate size gold producer with production
exceeding 350,000 ounces of gold per year. Crystallex aims to achieve this goal
over the next few years through the development of the Las Cristinas Deposits.
Crystallex has signed the MOA which authorizes the development and exploitation
of Las Cristinas. Crystallex has completed a positive Feasibility Study for Las
Cristinas, which was approved by the CVG on March 8, 2004 and has awarded the
EPCM contract for the construction of an open pit mine and 20,000 tonne per day
gold processing facility. Gold production from Las Cristinas is expected in
early 2006. During the initial years of the project life, the mine is forecast
to produce over 300,000 ounces of gold per year at a cash cost of US$144 per
ounce. Crystallex has also completed various social development infrastructure
projects as required under the contract and is providing ongoing employment and
jobs training. (See "Property, Plants and Equipment - Las Cristinas 4, 5, 6 and
7.")

Crystallex's other principal mineral assets in Venezuela include the Tomi
concession, the La Victoria concession and the Albino concession. In 2004,
Crystallex plans to mine and process ore from open pit and underground mines on
the Tomi concession, (see "Property, Plants and Equipment - The Tomi
Concession."). Crystallex is forecasting gold production of 50,000 ounces in
2004. Pending receipt of environmental permits, Crystallex also plans to
commence the development of a small underground mine on the Albino concession
during 2004, with production of 15,000-20,000 ounces of gold per year starting
in 2005 (see "Property, Plants and Equipment - The Albino Concession."). At the
La Victoria open pit mine, operations have been suspended since the end of the
third quarter of 2003 while Crystallex evaluates the Bio-Oxidation process in a
pilot plant test for treating refractory ore and undertakes a drilling program
aimed at increasing reserves (see "Property, Plants and Equipment - El Callao
Properties - The Lo Increible Deposits.") .

         The Gold Market

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

Although not required to do so, Crystallex sells its production from its Revemin
mill to the Central Bank of Venezuela. Crystallex receives the full
international price for the gold that it sells to the Central Bank of Venezuela.



                                       17
<PAGE>


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

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------

                                LONDON P.M. GOLD FIX
                           PRICE IN U.S. DOLLARS PER OUNCE

-----------------------------------------------------------------------------
<S>                               <C>             <C>            <C>
YEAR                             HIGH             LOW          AVERAGE
-----------------------------------------------------------------------------
2004 (January to April)           427             403            407
-----------------------------------------------------------------------------
2003                              416             320            363
-----------------------------------------------------------------------------
2002                              349             278             310
-----------------------------------------------------------------------------
2001                              293             256            271
-----------------------------------------------------------------------------
2000                              313             263            271
-----------------------------------------------------------------------------
1999                              326             253            279
-----------------------------------------------------------------------------
</TABLE>

The London P.M. price fix for gold on May 4, 2004, was US$391 per ounce.

         Government Regulation

Mining operations and exploration activities are subject to various national,
state, provincial and local laws and regulations in Venezuela and other
jurisdictions, which govern exploration, development, mining, production,
exports, taxes, labor standards, occupational health, waste disposal, protection
of the environment, mine safety, hazardous substances and other matters.
Crystallex has obtained or has pending applications for those licenses, permits
or other authorizations currently required to conduct its operations. Crystallex
believes that it is in compliance in all material respects with applicable
mining, health, safety and environmental statutes and the regulations passed
thereunder in the jurisdictions in which it operates. Crystallex is not aware of
any current orders or directions affecting Crystallex or its properties or
operations with respect to the foregoing laws and regulations.

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

Changes to current local, state or federal laws and regulations in the
jurisdictions where Crystallex operates could require additional capital
expenditures and increased operating and/or reclamation costs. Although
Crystallex is unable to predict what additional legislation, if any,


                                       18
<PAGE>

might be proposed or enacted, additional regulatory requirements could render
certain mining operations uneconomic.

During 2003, Crystallex was not aware of and had no notice of any material
environmental incidents or material non-compliance with any applicable
environmental regulations.

         Review of Title to Properties

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

C.       ORGANIZATIONAL STRUCTURE
         ------------------------

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

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
       Name of Subsidiary         Country of incorporation or      Crystallex's ownership
                                          residence                 and voting interest
----------------------------------------------------------------------------------------------
<S>                                   <C>                                  <C>
Minera Albino C.A.                    Venezuela                            100%(1)
----------------------------------------------------------------------------------------------
El Callao Mining Corp.                British Columbia (Canada)              80%
----------------------------------------------------------------------------------------------
Mineras Bonanza, C.A. (Tomi           Venezuela                            100%(1)
mine)
----------------------------------------------------------------------------------------------
Revemin II C.A. (Revemin mill)        Venezuela                            93%(1)
----------------------------------------------------------------------------------------------
</TABLE>

(1)  Indirect subsidiary

The above table does not include Crystallex's ownership interest in Las
Cristinas 4 and 6 (see "Property, Plants and Equipment - Las Cristinas 4, 5, 6
and 7") since Crystallex will develop the Las Cristinas gold deposits under the
terms of its MOA with the CVG.

                          [Text continues on next page]


                                       19
<PAGE>


D.       PROPERTY, PLANTS AND EQUIPMENT
         ------------------------------

<TABLE>
<CAPTION>
                                               SUMMARY OF PROPERTY DATA(1)
                                               ---------------------------
                                                 AS OF DECEMBER 31, 2003
---------------------------------------------------------------------------------------------------------------------------
                                   PROVEN &       GOLD PRICE                                     DATE OF
                     ACREAGE       PROBABLE       FOR RESERVE    CONTAINED        STAGE/         EXPECTED       LIFE OF
    PROPERTY       (HECTARES)      RESERVES       CALCULATION      OUNCES         STATUS        PRODUCTION    RESERVES(5)
                                   (2), (3)         US$(4)
---------------------------------------------------------------------------------------------------------------------------
<S>                  <C>        <C>                 <C>          <C>          <C>                  <C>         <C>
Las Cristinas        4,000      246,000,000         $325/oz      10,165,000   Development          2006        34 years
4,5,6,7 (CVG                    tonnes @ 1.29
Contract)                       g/t

Albino                 500      270,000             $320/oz       104,400     Development          2005         5 years
Underground                     tonnes @ 12.0
(Concession)                    g/t

  Bolivar              500(6)
Goldfields:

  Tomi                          140,000 tonnes      $320/oz        68,400     Production/        Current        3 years
Underground                     @ 15.2 g/t                                    Active
(Concession)

  Tomi Open                     300,000 tonnes      $325/oz        43,900     Production/        Current        2 years
Pit                             @ 4.6 g/t                                     Active
(Concession)

El Callao (Lo        9,704
Increible):

  La Victoria                   1,215,000           $325/oz        202,600     Production         Current          Not
(Concession)                    tonnes @ 5.2                                  Temporarily                     determined
                                g/t                                           Suspended

  Lo                           Not                    Not          Not        Exploration           Not            Not
Increible 2,                   Applicable           Applicable   Applicable                     Determined    Determined
4(a), 4(b),
4(c), 4(d)
(CVG Contract)

---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Does not include Crystallex's interest in the Mineiro Concession, Knob Hill
    Property and other properties, the carrying value of which was written down
    to zero at year end 2002. Also does not include Crystallex's interest in the
    Santa Elena, San Miguel and Carabobo concessions, the carrying value of
    which was written down to zero at year end 2003.

(2) Estimates for each deposit meet both SEC Industry Guide 7 and Canadian
    definitions of reserves. The reserves as stated are estimates of what can be
    economically and legally recovered from the mine and as such incorporates
    losses for dilution and mining recovery

(3) The forecast life of mine metallurgical recovery factor for each reserve is
    as follows: Las Cristinas 89%; Albino Underground 92%; Tomi Underground 95%;
    Tomi Open Pits 95%; and La Victoria 92%.

(4) There are no material currency conversion factors used to estimate
    Crystallex's reserves.



                                       20
<PAGE>

(5) All reported reserves are planned to be mined out within the period of
    existing concession or mine operating agreements or within the time period
    of assured concession or mine operating agreement renewal periods.
    Crystallex has the required permits to mine all the reserves on the Tomi
    concession disclosed in this chart. At La Victoria, Crystallex has permits
    to mine the reserves that under its current mining plan are sufficient
    through 2004 and expects to receive the permits to access the balance of
    these reserves by the end of 2004. At the Albino and Las Cristinas
    development properties, Crystallex is currently engaged in the process of
    obtaining all required permits and expects to receive the permits to allow
    project development by the end of 2004.

(6) Does not include 8,547 hectares of undeveloped land held under CVG contract
    and 44,438 hectares of exploration land.






                    [CRYSTALLEX PROJECT LOCATION MAP OMITTED]







LAS CRISTINAS 4, 5, 6 AND 7
---------------------------

On September 17, 2002, Crystallex entered into a MOA with the CVG, under which
Crystallex has been granted the right to develop the Las Cristinas Deposits. The
CVG is the state organization responsible for the development of all natural
resources in Bolivar State, with the exception of oil, and has entered into the
MOA with Crystallex acting under the CVG's mandate from the MEM and as the
authorized agency of the Republic of Venezuela.

Background

The MOA represents the culmination of a long-standing effort by Crystallex to
obtain the mining rights for, and gain possession of, the Las Cristinas
Deposits. Crystallex has for several years been involved in the enforcement of
its title rights to the Las Cristinas 4 and 6 concessions. One of the obstacles
to the enforcement of those rights was the MINCA Contract granted in 1992 by the
CVG to MINCA, a joint venture company owned by the CVG and Placer Dome Inc.
("Placer Dome") for the development of the Las Cristinas Deposits. In November
2001, the


                                       21
<PAGE>

CVG cancelled the MINCA Contract. In March 2002, the MEM declared that the MINCA
Contract was terminated and reassumed control of those mining rights. Although
those actions did not have any effect on Crystallex's title claim to the Las
Cristinas 4 and 6 concessions, the result of those actions was that all assets
impacted by the MINCA Contract reverted to the Republic of Venezuela. Under an
agreement between the MEM and the CVG dated May 16, 2002, the CVG was authorized
by the MEM to contract for the development and exploitation of the Las Cristinas
Deposits and for the use of the related assets including reports, data and
existing infrastructure. Crystallex was selected by the CVG as the party to
develop the Las Cristinas Deposits and entered into the MOA with the CVG on
September 17, 2002. Crystallex has been advised by its Venezuelan counsel that
the MOA has been entered into in accordance with all applicable Venezuelan laws
and under the authority granted to the CVG by the MEM. As the MOA provides
Crystallex with all legal authority necessary to take possession of and develop
the Las Cristinas Deposits, including the commercialization and sale of gold, it
is no longer necessary for Crystallex to proceed with its various legal actions
seeking to enforce its title rights to the Las Cristinas 4 and 6 concessions.

Mining Operation Agreement

The MOA provides Crystallex with the exclusive right to explore, design and
construct facilities, exploit, process and sell gold from Las Cristinas. An
official translated version of the MOA is available on Crystallex's website,
www.crystallex.com.

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

The principal provisions of the MOA include:

     o  All reserves and production are for the account of Crystallex. However,
        the MOA does not transfer any property ownership rights to Crystallex.

     o  Initial term of 20 years, with two renewal terms, each for ten years.

     o  Compensation to the CVG consists of the following:

            -   US$15 million (which was paid by Crystallex in the third quarter
                of 2002) for the use of reports, data and existing
                infrastructure.

            -   A royalty based upon the value of monthly gold production as
                follows:

                     i.  a royalty of 1% at a gold price less than US$280 per
                         ounce;

                    ii.  a royalty of 1.5% at gold prices from US$280 to less
                         than US$350 per ounce;


                                       22
<PAGE>

                   iii.  a royalty of 2% at gold prices from US$350 to less than
                         US$400 per ounce; and

                    iv.  a royalty of 3% at gold prices greater than US$400 per
                         ounce.

            -   An Exploitation Tax, established by Venezuelan mining law and
                payable to the Republic of Venezuela, equivalent to 3% of the
                value of gold produced.

     o  The CVG is responsible for obtaining all environmental and mining
        permits, with Crystallex providing any necessary technical information
        to support the permit applications. (Application and supporting studies
        have been filed by the CVG to obtain environmental and mining permits.
        Approvals are pending.)

     o  Throughout the term of the MOA, Crystallex will provide certain special
        programs which are intended to create employment for the region and
        provide training programs, provide technical assistance to local small
        miners associations, improve community health care facilities and make
        various infrastructure improvements to water sewage and roads.
        Crystallex agreed to hire 75 employees by the end of 2002 and an
        additional 50 employees by the end of 2003. (Crystallex has fulfilled
        all social benefit obligations required to date under the MOA including
        housing, sewerage systems, water systems, road improvements, improvement
        of medical facilities and provision of medical supplies.)

     o  Crystallex presented a full Feasibility Study to the CVG for its
        approval on September 10, 2003, in accordance with the MOA. The CVG
        approved the Feasibility Study on March 8, 2004.

     o  Crystallex must make all the investments and complete all works
        necessary to reactivate the Las Cristinas Deposits, to design, construct
        and operate a processing plant, process gold for its subsequent
        commercialization and sale, and to return the mine, its installations
        and equipment to the CVG upon termination of the MOA. (Crystallex has
        commenced first phase development with granting of its EPCM contract to
        SNCL, the commencement of the permitting process, the commencement of
        geotechnical drilling and the refurbishment of the construction camp.)

     o  Crystallex will supply performance bonds related to construction and
        labor obligations and to support compliance with environmental
        requirements.

     o  Crystallex must provide and maintain until the start of commercial
        production a bond for the performance of its obligations under the MOA
        in an amount equal to approximately US$4.6 million. (The bond is in
        place.)

     o  Crystallex will prepare and present to the CVG for approval annual
        production plans as well as plans of exploitation for the life of the
        Las Cristinas Deposits. The plans are to include volume of production
        and other pertinent aspects of development including environmental
        protection and security.


                                       23
<PAGE>


     o  Should Crystallex fail to fulfill the annual production or grade average
        contemplated by the annual production plan for reasons other than as
        contemplated by the MOA or force majeure, Crystallex is required to
        compensate the CVG for lost profits (royalties) otherwise payable.

     o  The CVG may terminate the MOA unilaterally in the event of the
        inactivity of the project for a period of one year without just cause.

     o  Each party may terminate the MOA upon a breach of the MOA by the other
        party, subject to providing the other party with written notice of such
        breach and providing a 90 day curative period.

     o  Crystallex's annual production commitment will be based upon the annual
        production plan to be approved by the CVG.

     o  Crystallex will be the sole employer of personnel at the project site,
        will be responsible for compliance with labor laws, and has agreed that
        at least 90% of the employees for the project will be Venezuelan.

     o  Crystallex may not assign, directly or indirectly, any of its rights
        under the MOA or delegate any of its obligations under the MOA. The MOA
        does not grant CVG any termination or other rights on a change of
        control of Crystallex.

In accordance with the MOA, Crystallex formally took possession of the Las
Cristinas properties on September 30, 2002, and also acquired from the CVG the
use of certain assets related to the Las Cristinas Deposits, including drilling
data, core samples, technical studies and certain other information.



                          [text continues on next page]










                                       24
<PAGE>


LAS CRISTINAS HIGHLIGHTS

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Location                o    Located in Bolivar State in southeast Venezuela,
                             approximately 360 kms by paved highway from Puerto
                             Ordaz, a major industrial city and port.
                        o    Property is accessed by a 19 km road from the main
                             highway.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Process                 o    Open pit mining and conventional carbon-in-leach
                             gold recovery.
                        o    Initial processing rate of 20,000 tonnes per day.
                        o    Excellent infrastructure with a 400 kV power line
                             paralleling the main highway and a new substation
                             constructed 6 kms from the project site.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Reserves                o    Proven and Probable reserves of 10.2 million ounces
                             calculated at a US$325 per ounce gold price.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Work Progress           o    Positive feasibility completed September 2003. CVG
                             approval of the Feasibility Study received March 8,
                             2004.
                        o    Awarded an Engineering, Procurement and
                             Construction Management contract to SNC-Lavalin in
                             March 2004.
                        o    EIS completed and formally submitted to the CVG and
                             the Ministry of Environment and Natural Resources
                             (MARN) on April 15, 2004.
                        o    Ongoing infill drill program.
                        o    Ongoing social development program, including jobs
                             training and local infrastructure projects.
                             Completed housing, sewerage, water treatment and
                             road upgrade commitments under the MOA.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Path Forward            o    Detailed engineering has commenced.
                        o    Planning for preliminary construction activities,
                             including site clearing and road upgrading in the
                             third quarter of 2004.
                        o    Full construction to commence following receipt of
                             permits, expected later in 2004.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Production              o    Production targeted to start in the first quarter
Timeline                     of 2006.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Production              o    At 20,000 tonnes per day, for first five years gold
Forecast                     production averages 311,000 ounces per year at an
                             average total cash cost of US$144 per ounce. For
                             the life of mine, production averages 266,000
                             ounces per year at an average total cash cost of
                             US$196 per ounce.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Capital Cost            o    US$282 million (includes US$39 million of
Estimate                     refundable VAT)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                       25
<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Financing Plan          o    Financing structure expected to be a combination of
                             project debt and equity.
                        o    Closed a C$115 million equity financing. Plan to
                             raise the balance of the equity requirement later
                             in 2004 or early 2005.
                        o    BNP Paribas engaged as project finance debt
                             advisor. Expect to close a project debt facility
                             with a syndicate of commercial banks and possibly
                             export credit agencies during 2005.
--------------------------------------------------------------------------------

OVERVIEW

At a US$325 per ounce gold price, reserves of 10.2 million ounces of gold rank
Las Cristinas as one of the largest undeveloped gold deposits in the world.

A positive Feasibility Study was completed by SNC Lavalin Engineers and
Constructors Inc. (SNCL) in September 2003 and the study was approved by the CVG
on March 8, 2004. The process for obtaining the required mining permits was
formally initiated on April 15 with the submission of the Environmental Impact
Study (EIS). It is presently anticipated that the required permits for project
construction will be issued later in 2004, allowing construction to commence. An
EPCM contract to provide services for the development of Las Cristinas was
awarded to SNCL in March 2004. The engineering and construction schedule is
estimated at approximately 24 months from the start of detailed engineering,
which started on March 23, 2004.

LOCATION AND INFRASTRUCTURE

The Las Cristinas property is located in the southeast corner of Venezuela in
Bolivar State at Kilometre 88. Access to the property is via the main paved
highway from the Venezuelan port of Puerto Ordaz to the Brazilian border. Puerto
Ordaz is a major industrial city located on the Orinoco River, some 360
kilometres from Las Cristinas. Current access to the site from the paved highway
is along a six kilometre dirt road from the village of Las Claritas. To bypass
local villages, an upgraded nineteen kilometre road will be used in the near
future.

A long history of mining and industrial projects in Bolivar State makes the
region very suitable for the development of a large gold mining project. Power
for Las Cristinas will be from the national hydroelectric power grid. An
existing 400 kV power line parallels the main highway from Puerto Ordaz and, in
2001, a new substation was constructed six kilometres from Las Cristinas to
service the Las Cristinas project and the surrounding area. Two 150 MVA power
transformers have been installed at the substation and provision has been made
to supply Las Cristinas via a new six kilometre 230 kV overhead power line. The
power line, which has a 300 MW capacity can adequately supply a 20,000 tonne per
day operation or an expansion to 40,000 tonnes per day, which require 30 MWs and
60 MWs respectively.

FEASIBILITY STUDY

A positive Feasibility Study completed by SNCL in September 2003 demonstrated
the technical and economic viability of developing Las Cristinas as a large open
pit mine, employing conventional carbon-in-leach (CIL) gold processing
technology. Mill throughput is planned at


                                       26
<PAGE>

20,000 tonnes per day; however, the process plant has been designed to
accommodate an expansion to 40,000 tonnes per day, which will be implemented as
soon as practicable. The Feasibility Study was approved by the CVG on March 8,
2004.

Calculated at a US$325 per ounce gold price, Las Cristinas' proven and probable
reserves currently stand at 246 million tonnes, grading 1.29 grams of gold per
tonne for a total of 10.2 million ounces of gold. Crystallex started an infill
drill program during the first quarter of 2004 with the aim of upgrading some
mineralized material to reserves.

At a processing rate of 20,000 tonne per day, gold production is forecast to
average 266,000 ounces per year over the 34 year mine life at a cash cost,
including royalties, of US$196 per ounce. However, over the first five years of
operation, gold production is expected to average 311,000 ounces per year at an
average cash cost, including royalties, of US$144 per ounce. The internal rate
of return for the project, on an unleveraged basis and assuming a US$325 per
ounce gold price, is 13.8% before-tax and 10.5% after-tax. Using the same pit
design and reserve estimate, at a gold price of US$375 per ounce, the pre-tax
internal rate of return climbs to 19.4% and the after-tax return is 14.6%.
Crystallex is presently reviewing tax and financing structures that may reduce
the overall project tax burden.

Estimated costs for construction are US$282 million, comprised of $242 million
of capital costs (including a $30 million contingency) and US$39 million of
Value Added Tax, (VAT). Based on a gold price of US$325 per ounce, the VAT is
recoverable within two and one half years, once gold sales commence. At higher
gold prices, VAT would be recovered sooner.

RESERVES

Mineral Deposit/Reserve Methodology and Verification

Mine Development Associates (MDA) completed a mineralized deposit model that was
based on an electronic database of drill, topographic, geologic and engineering
data that Crystallex acquired from the CVG in September 2002. Data from 1,174
drill holes and 108 trenches were included in the Las Cristinas database. Over
160,000 meters of drilling have been completed on the property (including
trenches). In addition, MDA and Crystallex undertook a drill and sample assay
program to verify the presence and tenor of the mineralization reported in the
acquired database. The verification program included drilling 2,188 meters in
twelve diamond drill holes and analyzing 275 quality assurance/quality control
samples. MDA found that the verification drill results and check samples
corroborate the tenor of gold mineralization previously reported. For additional
confirmation, Crystallex and MDA re-assayed 262 pre-existing pulps, 200
pre-existing coarse rejects and 342 pre-existing quarter core samples. Mean
grades are similar for both datasets.

Reserve Estimates

Mineral reserve estimates were developed by MDA from its mineral deposit model
using Medsystem-MineSight computer software. Two separate pits were designed:
the larger Conductora, which contains the bulk of the reserves, and the Mesones.
Pit designs were based

                                       27
<PAGE>


on a US$325 per ounce gold price and cut-off grades ranging from 0.46 g/t to
0.69 g/t, depending upon the material type.

-------------------------------------------------------------------------------
                                      TONNES       AVERAGE         CONTAINED
PIT            RESERVE CATEGORY        (000)      GRADE (G/T)    OUNCES (X 000)

Conductora     Proven                 36,620         1.38            1,625
               Probable              187,117         1.27            7,669

Mesones        Probable               21,922         1.24              871

Total          Proven                 36,620         1.38            1,625
               Probable              209,039         1.27            8,540

TOTAL          PROVEN & PROBABLE     245,659         1.29           10,165
-------------------------------------------------------------------------------

GOLD ONLY RECOVERY VERSUS GOLD/COPPER RECOVERY

Superior project economics and a simplified processing flowsheet are the
principal reasons supporting Crystallex's decision to develop Las Cristinas with
a CIL circuit to recover gold rather than incorporate both CIL and flotation
circuits to recover copper and gold.

The decision was based upon a number of considerations including:

    i.   The copper grade at Las Cristinas is very low. The average copper grade
         is 0.13%, which is lower than the copper grade of the tailings produced
         by most Chilean and Peruvian copper mines.

   ii.   Crystallex's proposed gold-only CIL plant is simpler to construct and
         operate than a gold/copper plant, which also requires two separate
         tailings facilities to accommodate its effluent discharges as compared
         to the one required for the CIL plant.

  iii.   The gold/copper option requires transportation of a concentrate along
         the main highway from Las Cristinas to Puerto Ordaz and the
         construction of concentrate handling and shipping facilities at Puerto
         Ordaz.

   iv.   Metallurgical testwork demonstrated that the gold-only CIL plant would
         generate an overall gold recovery of 89%. In comparison, the
         gold/copper plant would generate an overall gold recovery of 81%, which
         is effectively reduced to 78% as the smelters typically only pay for
         95% of the gold content in the concentrate. As a consequence, the
         gold-only option recovers an extra 786,000 ounces of gold over the life
         of the mine, while the gold/copper option recovers approximately
         193,000 tonnes of payable copper over the life of the mine.

    v.   There are no adverse environmental impacts by having the copper report
         to the tailings. Firstly, as noted, the copper at Las Cristinas is very
         low grade. Secondly, the tailings dam at Las Cristinas has been
         designed from first principles to ensure that there are no negative
         environmental effects from the very low content of copper in the
         tailings.

   vi.   The non-recovery of copper will not have any meaningful adverse
         metallurgical consequences. The copper mineral in the primary ore is
         chalcopyrite, the only copper mineral that is not soluble in cyanide,
         and which therefore does not interfere with the


                                       28
<PAGE>

         gold recovery process. The only cyanide soluble copper minerals at Las
         Cristinas are found in the sulphidic saprolite ore type, which only
         comprises about 10% of the total ore. Ore blending will be used to
         restrict the proportion of sulphidic saprolite ore in the process
         circuit.

An economic analysis clearly demonstrated superior returns on investment for the
gold-only option. The enhanced economics of the gold only alternative are a
result of recovering an additional 786,000 ounces of gold, lower capital costs
in the gold only option over the life of the project and lower refining fees for
gold produced in dore rather than gold produced in concentrate under the
gold/copper option. Together, these more than offset net copper revenue after
deducting concentrate transportation, smelting and refining costs. Moreover, the
gold only option generates higher royalties to the Government of Venezuela and
the CVG than does the gold/copper option.

Crystallex does not require the copper rights for Las Cristinas in order to
exploit the gold and does not currently intend to negotiate with the CVG for the
right to exploit the copper.

ENGINEERING, PROCUREMENT AND CONSTRUCTION MANAGEMENT (EPCM)

Crystallex awarded SNCL an EPCM contract to provide services for the design,
construction and commissioning of a 20,000 tonne per day gold processing
facility at Las Cristinas. Detailed engineering commenced upon the awarding of
the EPCM mandate and preliminary site clearing is scheduled for the third
quarter. Pending receipt of all permits, construction is planned to start during
the fourth quarter of 2004. The schedule of engineering design through
commissioning of the plant is estimated at approximately twenty four months.

Crystallex is building an outstanding and experienced project development team
under Ken Thomas, the Company's Chief Operating Officer. Ron Colquhoun and
Barney Burke have recently joined Crystallex as Vice President of Technical
Services and Corporate Manager, Projects respectively. Both joined from Barrick
Gold Corp. and have extensive experience in managing project development and
EPCM arrangements. In addition, John Binns has joined Crystallex as Vice
President, Environment. John also previously worked for Barrick in Chile and his
fluency in Spanish will greatly assist in implementing our environmental and
social development programs. All of the above individuals worked with Ken Thomas
for many years at Barrick Gold Corp.

Crystallex has forecast capital expenditures of approximately US$80 million on
Las Cristinas during 2004.

SOCIAL DEVELOPMENT PROGRAM

Crystallex is committed to employing the highest standards of corporate
citizenship at Las Cristinas and recognizes the importance of developing a long
term partnership with the local communities. Crystallex's social development
program for Las Cristinas is dedicated to supporting the communities near Las
Cristinas with long term employment training, economic development, local
infrastructure and health care. Crystallex has hired a Community Relations


                                       29
<PAGE>

Director, based in Las Claritas, to oversee the implementation of the social
development program. To date, Crystallex has spent approximately US$2.0 million
on the Las Cristinas social development program.

A number of local infrastructure construction projects have been completed,
including:

     o  Thirty new homes were constructed for local residents.
     o  Built and installed three new water treatment plants, inclusive of
        reticulation.
     o  Built and installed two new sewage treatment plants and related sewerage
        network.
     o  Upgraded and paved local community roads.
     o  Continuing with the upgrading of the local medical centre and supplying
        of medicines on a monthly basis.

In addition, Crystallex employs over 125 local residents and is providing
ongoing programs for technical assistance training and Crystallex is also
funding and administering a scholastic scholarship program.

On January 26, 2004, the mayor of the Municipality of Sifontes and the Governor
of Bolivar State presented Crystallex and the Las Cristinas Project with the
"Orden (Order of) General Dimingos Sifontes - Primera Clase". This annual award
is the highest award bestowed by the Municipality and recognizes Crystallex's
contribution to the Municipality and its residents.

ENVIRONMENTAL IMPACT STUDY (EIS)

Crystallex and the CVG, together with SNCL, have completed an updated EIS. The
EIS updates the Las Cristinas EIS submitted in 1996. The 1996 EIS was approved
by the Ministry of Environment and Natural Resources (MARN) in 1997 and the two
permits required for conducting mining activities in Venezuela, namely, the Land
Occupation Permit and the Permit to Impact Renewable Natural Resources were
issued. The 1996 EIS was updated by Crystallex to reflect changes in the project
design and environmental characteristics. Some of the project changes include:
(i) reducing the initial processing capacity from 40,000 to 20,000 tonnes per
day followed by an expansion to 40,000 tpd in year 9 of the project, (ii)
changing the processing flowsheet to produce gold only, (iii) changing the
design of the tailings management facility from two cells to one and (iv) the
socio-economic baseline has changed with the presence of small scale miners on
the property.

The EIS includes additional baseline studies carried out by Crystallex and
various consultants. The baseline database has been updated in several areas:
additional acid rock drainage testwork and initial cyanide destruction tests by
SGS Lakefield, additional socio-economic surveys and a census of unauthorized
small scale miners conducted by Proconsult of Venezuela.

Crystallex and the CVG submitted the EIS to the MARN on April 15, 2004. This
initiated the final process for environmental permitting for Las Cristinas.
Crystallex is aiming to receive conditional approval in the summer of 2004 to
start preliminary site work. The CVG have approved a program of additional
environmental baseline data collection, including drilling in the tailings
management facility, pit and dump areas to confirm soils and groundwater


                                       30
<PAGE>

characteristics, additional acid rock drainage tests, a second phase of
socio-economic studies and a characterization of the small scale miners. The
results of this additional work will be submitted during the second and third
quarters of 2004 as addenda to the EIS. Receipt of permits is expected later in
2004. The EIS includes a Site Closure and Rehabilitation Plan and an
Environmental Management Plan that meets Venezuelan and World Bank standards.

40,000 TONNE PER DAY FEASIBILITY STUDY

During the first quarter of 2004, SNCL completed a full feasibility study for
Las Cristinas based on a 40,000 tonne per day, (tpd) processing rate. The
initial (base case) feasibility study completed by SNCL in September 2003
contemplated a 20,000 tpd processing rate. The 40,000 tpd study demonstrates
that the economics of the 20,000 tpd base case can be materially improved by
constructing a larger scale operation. The 40,000 tpd study provides Crystallex
with the flexibility to establish, either initially, or early in the project
life a 40,000 tpd operation if there is sufficient financing appetite in the
equity and/or bank markets. Crystallex is designing the 20,000 tpd operation to
allow for an expansion to 40,000 tpd while minimizing expenses for alterations
to the 20,000 tpd operation during the expansion.

Under the 40,000 tpd case, proven and probable reserves, at a $325 per ounce
gold price, are estimated at 11.1 million ounces. Gold production averages
almost 500,000 ounces per year over a twenty year mine life, and is about
550,000 ounces per year for the first five years. Average annual cash costs are
$153 per ounce for the first five years and $193 per ounce over the project
life. Using a $325 per ounce gold price, the unleveraged, pre-tax IRR is 16.8%.
At $375 per ounce, the IRR climbs to 24.3%.

Key project highlights comparing the 20,000 tpd and 40,000 tpd operations are
tabled below:


                           [table begins on next page]










                                       31
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                                            20,000 TPD                   40,000 TPD
                                                       --------------------         --------------------
Reserves(1) (at $325 per ounce)                        246 million tonnes @         297 million tonnes @
                                                             1.29 g/t                     1.17 g/t

<S>                                                    <C>                           <C>
                                                       10.2 million ounces           11.1 million ounces

Mine Life                                                    34 Years                     21 Years
Strip Ratio                                                    1.34                         1.04
Metallurgical Recovery                                         89%                          89%

Average Annual Production - Life of Mine                     266,000                       490,000
Average Annual Production - First Five Years                 311,000                       549,000

Average Cash Cost with Royalties - Life of Mine              $197/oz                       $193/oz
Average Cash Cost with Royalties - First Five Years          $144/oz                       $153/oz

Average Operating Cost - Life of Mine                      $6.70/t ore                   $5.97/t ore

Development Capital Cost                                   $243 million                 $365 million
VAT Estimate                                               $39 million                  $59 million

Cumulative Free Cashflow @ $325 Gold                       $742 million                 $745 million
Cumulative Free Cashflow @ $375 Gold                       $1.2 billion                 $1.2 billion

IRR @ $325 Gold Pre-Tax                                       13.8%                         16.8%
IRR @ $325 Gold After-Tax                                     10.5%                         12.1%

IRR @ $375 Gold Pre-Tax                                       19.4%                         24.3%
IRR @ $375 Gold After-Tax                                     14.6%                         17.5%
----------------------------------------------------------------------------------------------------
</TABLE>

(1) Mineral reserve estimates in the Feasibility Studies have been estimated in
    accordance with the standards of the Canadian Institute of Mining,
    Metallurgy, and Petroleum as adopted by the Canadian Securities Regulators
    in National Instrument 43-101 and also meet SEC Industry Guide 7 reserve
    definitions.

FINANCING PLAN

Crystallex intends to finance the development of Las Cristinas with a
combination of equity and project finance debt. Crystallex recently raised gross
proceeds of C$115 million in a common share financing, with the majority of the
proceeds budgeted for Las Cristinas. These proceeds, together with cash on hand,
are sufficient to cover all required expenditures to advance project development
into early 2005. To complete the financing for the development of Las Cristinas,
Crystallex currently expects to issue equity or arrange other forms of financing
later this year, or in early 2005, and expects to close a project finance debt
agreement with a syndicate of


                                       32
<PAGE>

commercial banks and possibly export credit agencies during 2005. Crystallex has
engaged BNP Paribas ("BNPP") as a project finance advisor to assist in the
arranging and structuring of project finance debt for the development of Las
Cristinas.

The Albino Concession
---------------------

Company Interest and Authorizations

Crystallex controls 100% of the Albino concession. Crystallex is currently
seeking the two permits required to conduct underground mining at Albino, namely
the Land Use Permit and the Permit to Impact Renewable Natural Resources. A Land
Use Permit was previously issued approving open pit mining at Albino; however,
the permit needs to be revised to include underground exploitation as
Crystallex's current plan is to develop a small, high grade underground mine
beneath the surface of the existing open pit.

Property History

In late 1992, Crystallex become involved in the exploration and subsequent
development of the Albino concession. Following an initial program of mapping,
soil sampling, ground magnetometer and IP surveys, drilling began in 1993 to
test for continuity of gold mineralization along the Conductora-Aguao 2 trend.
Between 1993 and 1998, 268 holes were drilled totaling 30,164 metres. Open pit
mining at Albino was initiated in 1994 and lasted through 1998. Approximately
41,000 ounces of gold were produced during this period.

Location and Access

The Albino concession is a 500-hectare concession located in southeast Venezuela
in Bolivar State. The property is contiguous to the south and east of Las
Cristinas 4 and 5. Albino is accessible by a four kilometre gravel road from the
village of Las Claritas, just off Troncal 10, the main paved highway linking
Puerto Ordaz to the Brazilian border. Rainfall is approximately 15 feet per
year.

Royalty Payments

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

MEM Option to Acquire 20% Interest of Albino Concession.

The Albino Concession requires Crystallex to sell to an entity that MEM
designates, if MEM requests at any time during the life of the concession, a
twenty percent (20%) interest in any company used to mine and develop the
concessions. Crystallex believes that other Venezuelan concessions contain
similar provisions but that MEM has not exercised its options to date.
Crystallex may in the future acquire additional concessions in Venezuela that
have similar


                                       33
<PAGE>

provisions. Crystallex cannot determine at what price, if any, the
designated entity would be required to pay for the shares representing this 20%
interest or whether the MEM would even require such shares to be transferred to
its designated entity.

Local Geological Setting

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

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

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

Mineralized Zones

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

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

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

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


                                       34
<PAGE>

Ore Reserves

Ore reserves (proven and probable) estimated at December 31, 2003 using a $320
per ounce gold price are summarized below:

                            Ore Tonnes       Grade        Contained
                             (000's)         (g/t)        Gold (ozs)
               Proven          121           12.0           46,700
               Probable        149           12.1           57,700
                               ---           ----           ------
               Total           270           12.0          104,400

The Albino Proven and Probable underground mining reserves were calculated using
a 5.9 gpt cutoff grade. The ore reserves were estimated in June 2003 by Mine
Development Associates, an independent mine engineering company based in Reno,
Nevada.

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

Current Operations

A Feasibility Study, completed by MDA in 2001 demonstrated the viability of
developing of a small, moderate to high grade underground gold mine at Albino.
MDA also completed an updated reserve estimate for Albino in 2003, which
estimated proven and probable reserves, calculated at a gold price of US$320 per
ounce, of 270,000 tonnes of ore with an average grade of 12.04 grams/tonne,
containing approximately 104,000 ounces of gold.

Crystallex plans to start development of an underground mine at Albino during
2004. Dewatering of the existing open pit has started and Crystallex anticipates
receiving the required permits for ramp development during the second quarter of
the year. Until the Las Cristinas mill is operating, ore from the Albino mine
will be trucked about 250 kilometres to the Revemin mill for processing. The
mine is forecast to produce between 15,000 and 20,000 ounces of gold per year
for approximately five years based on current reserves, at an average cash cost
of about US$175 per ounce. Assuming receipt of required permits, initial gold
production should commence in early 2005. Capital expenditures required to reach
production are estimated at approximately US$3.2 million and total capital over
the life of the mine is estimated at approximately US$7 million.

Bolivar Goldfields Properties - The Tomi Mining Concession and Revemin Mill
---------------------------------------------------------------------------

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


                                       35
<PAGE>

The Tomi Concession
-------------------

Location and Access

Crystallex owns 100% of the Tomi concession, which is located in Bolivar State,
16 kilometres northeast of El Callao. The concession is accessed by a 6 km
gravel road branching off the interstate highway linking Puerto Ordaz, the main
commercial center of Bolivar State, to the Brazilian border.

Property History

Modern exploration on the property only began in 1993 when Bolivar Goldfields
Ltd completed the acquisition of the Tomi concession and adjoining Belen and
Dividival I and II concessions

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

There are four adjoining deposits on the concession, namely Charlie Richards,
Mackenzie, Milagrito and Fosforito. Mining commenced in 1998 at the Mackenzie
open pit, and subsequent to Crystallex's purchase of the concession in August
2000, mining has also been conducted in the Charlie Richards and Milagrito open
pits. In 2001, Crystallex completed a 4,456 metre diamond drill program and
Feasibility Study (completed by Mine Development Associates) which supported the
development of an underground mine below the Charlie Richards pit. Over the
course of 2002 and the first half of 2003, a small, high grade underground mine
was developed and gold production commenced in the second half of 2003.
Crystallex is currently mining the Mackenzie and Milagrito open pits and the
Charlie Richards underground mine. Ore from the Tomi concession is trucked
approximately twenty one kilometres to Crystallex's Revemin mill for processing.

Geology and Mineralization

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

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


                                       36
<PAGE>

Ore Reserves

Ore Reserves (Probable) estimated at December 31, 2003 using a gold price of
$320 per ounce for the underground reserves and $325 per ounce for the open pit
reserves are summarized below:

                                 Ore Tonnes     Grade    Contained
                                   (000's)      (g/T)    Gold (ozs)
         Tomi Open Pits             300          4.6       43,900
         Tomi Underground           140         15.2       68,400
         (Charlie Richards)

The ore reserves for the underground portion of the Charlie Richards deposit
were calculated by Mine Development Associates using a a cutoff grade of 5.0 g/t
Au. The ore reserves for the open pits were estimated using a cutoff of 1.8 g/t
Au. For the open pit reserves, the data and model were verified by Dr. Luca
Riccio, P. Geo., Consulting Geologist to Crystallex and the pit optimization was
undertaken by Scott Hardy, P. Eng., Mine Development Associates.

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

Current Operations

-----------------------------------------------------------------------------
100% Basis                                2003          2002          2001
TOMI OPEN PITS (100% CRYSTALLEX)
Tonnes Ore Mined                         268,169       25,644        120,876
Tonnes Waste Mined                       919,137        2,908        479,614
Tonnes Ore Processed                     247,644       27,998        122,000
Average Grade of Ore Processed (g/t)        3.48         3.01           3.10
Recovery Rate (%)                             88%          87%            92%
Production (ounces)                       24,360        2,347         11,132
TOMI UNDERGROUND (100% CRYSTALLEX)
Tonnes Ore Mined                          12,698            0              0
Tonnes Ore Processed                      11,070            0              0
Average Grade of Ore Processed (g/t)        8.31            0              0
Recovery Rate (%)                            93%            0              0
Production (ounces)                        2,753            0              0
-----------------------------------------------------------------------------

Gold production from the Tomi concession was 27,113 ounces in 2003, representing
77% of Crystallex's Venezuelan gold production. At the end of the third quarter,
mining of ore was temporarily suspended at the La Victoria mine and shifted
entirely to the Tomi concession. As compared with La Victoria, the Tomi ore is
higher grade and better gold recoveries are achieved as the Tomi ore does not
have the refractory characteristics of the La Victoria ore. During 2003,


                                       37
<PAGE>

gold recovery at Revemin from processing Tomi open pit ore averaged 88%, as
compared with 68% recovery for La Victoria.

The Tomi deposits are forecast to account for almost all of Crystallex's gold
production in 2004. Mining will be conducted at the Milagrito and Mackenzie open
pits and the Charlie Richards underground mine. Reserves at Milagrito are
expected to be depleted during 2004 and at Mackenzie in early 2005. However,
Crystallex has completed a drilling program at the Fosforito deposit and is
presently analyzing results. It is Crystallex's belief that the addition of
reserves at Fosforito could extend the life of the Tomi open pits into late
2005.

Production at the Charlie Richards underground mine is gradually increasing as
recent capital funding provided for new equipment required for optimal
development and production. It is expected that the mine will reach design
levels of about 200 tonnes of ore per day by the third quarter of 2004. Annual
gold production from the underground mine is forecast to range between 10,000
and 17,000 ounces per year for approximately four years based upon current
reserves of approximately 68,000 ounces of gold. Cash production costs are
forecast to average US$175 per ounce. The Charlie Richards orebody is open at
depth and Crystallex expects that underground reserves will continue to be
extended over the years as mine development provides on-going access for deeper
reserve drilling.

Crystallex has forecast capital expenditures of approximately US$2.0 million for
the Tomi concession during 2004.

Revemin Mill
------------

The Revemin mill is a conventional CIL facility capable of treating 1,350 metric
tons of ore per day. The Revemin mill processes ore from the La Victoria and
Tomi mines as well as ore purchased from independent miners on nearby
concessions.

Revemin Mill Production

-----------------------------------------------------------------------------
100% Basis                                    2003         2002       2001
-----------------------------------------------------------------------------
REVEMIN MILL

La Victoria Ore Processed (tonnes)           89,025       326,572    297,000
Tomi Open Pit Ore Processed (tonnes)        247,644        27,998    122,000
Tomi Underground Ore Processed (tonnes)      11,070             0          0
Purchased Ore Processed (tonnes)             22,537        12,339     19,000
TOTAL ORE PROCESSED (TONNES)                370,276       366,909    438,000
HEAD GRADE OF ORE PROCESSED (G/T)              3.51           3.0        3.4
TOTAL RECOVERY RATE (%)                         84%           79%        90%
TOTAL GOLD RECOVERED (OUNCES)                35,244        27,791     42,690
-----------------------------------------------------------------------------
VENEZUELA - COSTS (US$/OUNCE)(1)
-----------------------------------------------------------------------------
TOTAL CASH COST PER OUNCE SOLD                 $378          $346       $178
COST PER TONNE OF  ORE PROCESSED              $9.91        $10.50      $9.08
-----------------------------------------------------------------------------

(1) Ore from Tomi, La Victoria and purchased material is processed at
    Crystallex's Revemin mill.

                                       38
<PAGE>

El Callao Properties - The Lo Increible Deposits
------------------------------------------------

The Lo Increible gold property is located adjacent to Crystallex's Revemin mill
in El Callao. The project consists of two adjacent claims aggregating 9,704
hectares. Six deposits have been identified on the property, the largest of
which is the La Victoria deposit. Crystallex acquired the project through a
take-over bid for all of the shares of El Callao Mining Corporation and the
purchase from Bema Gold Corp. of both US$16 million of debt that El Callao
Mining owed to Bema Gold and Bema Gold's royalty on the project's cash flow.
Crystallex indirectly owns 51% of the Lo Increible project and the right to
increase its ownership to 70%, and the remaining 49% ownership is currently
controlled by Venezuelan partners unrelated to Crystallex. Crystallex and its
Venezuelan partners have agreed that the net income from the Lo Increible
Project is applied to the reduction of debt owing to Crystallex in amounts
ranging from 50% to 75% of such net income.

Location, Access, Infrastructure

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

Property History

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

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

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

In late 2001, Crystallex completed 2,893 meters of diamond drilling in 36 holes
at La Victoria. The drilling was primarily aimed at upgrading the reserves
within the central portion of the La Victoria deposit. The results confirmed the
continuity of mineralization throughout the entire


                                       39
<PAGE>

mineralized panel. They also indicated the presence of a thick, high grade ore
shoot defined by broad mineralized intervals in holes LV01-003 (20.50 meters of
14.10 g/t Au) and LV01-13 (17.20 meters of 4.41 g/t Au followed by 33.10 meters
of 8.07 g/t Au).

Crystallex is currently undertaking a 7,500 meter drill program. A new reserve
estimate and mine plan is expected to be completed upon completion of the drill
program and the Bio-oxidation pilot plant program. (See Item 4D, "Property,
Plants and Equipment, Las Cristinas 4, 5, 6 and 7 - Current Operations La
Victoria.")

Geology and mineralization

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

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

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

Ore Reserves (La Victoria Deposit)

Ore reserves (probable) at La Victoria estimated at December 31, 2003 using a
gold price of $325 per ounce, are summarized below:

                                Ore Tonnes          Grade      Contained
                                  (000's)           (g/T)      Gold (ozs)
         La Victoria               1,215             5.2        202,600

For the La Victoria open pit reserve estimate, the data and model were verified
by Dr. Luca Riccio, P. Geo., Consulting Geologist to Crystallex and the pit
optimization was undertaken by


                                       40
<PAGE>


Scott Hardy, P. Eng., Mine Development Associates. The La Victoria reserves were
calculated using a cut off grade of 2.1 g/t.

Mineralized material at the five other Lo Increible deposits (LC, T, S, LL, E)
do not qualify as reserves for United States reporting purposes, under SEC
Industry Guide 7.

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

Current Operations La Victoria

----------------------------------------------------------------------------
100% Basis                                   2003          2002        2001
LA VICTORIA (51% CRYSTALLEX)(1),(2)
Tonnes Ore Mined2                          86,078       333,857     260,098
Tonnes Waste Mined                        461,163       937,949     613,210
Tonnes Ore Processed                       89,025       326,572     297,000
Average Grade of Ore Processed               2.84           2.8         3.1
(g/t)
Recovery Rate (%)                             68%           76%         90%
Production (ounces)                         5,564        22,548      26,504
----------------------------------------------------------------------------

(1) Crystallex owns 80% of El Callao Mining Corp, which in turn has an indirect
    51% equity interest in La Victoria through the Venezuelan holding company,
    Osmin Holdings Limited. However, Crystallex has an 87.5% share of the
    distributable cashflow from Osmin until the first US$4.0 million of debt
    owing from Osmin is repaid. Thereafter, Crystallex has a 75% share of the
    cashflow until the total debt from Osmin due indirectly to Crystallex
    (approximately $30.6 million at December 31, 2003) is fully repaid and a 51%
    share thereafter. Presently, there is no distributable cashflow, and
    Crystallex reports all production and reserves for its account.

(2) Crystallex commenced mining at La Victoria in April 2001.

La Victoria is the largest of six deposits on the Lo Increible property located
in southeastern Venezuela in the historic El Callao gold district. The property
is located three kilometres north of the town of El Callao in Bolivar State.
Crystallex acquired its 51% interest in Lo Increible in 2001 and commenced open
pit mining at La Victoria in April of that year.

During the second quarter of 2002, with the transition from mining saprolite ore
to sulphide ore, gold recoveries declined from over 90% to about 75%. Mining and
processing of ore continued for the first three quarters of 2003, however
recoveries averaged only 68% for the first nine months of 2003 and just 54% for
the third quarter.

Initial metallurgical testwork on the La Victoria sulphide ore deposit
demonstrated that the content of refractory ore was higher than originally
estimated, and as a consequence a significant portion of the sulphide ore cannot
be economically processed using the conventional cyanide gold extraction process
at the Revemin mill. The gold in the La Victoria ore is encapsulated in sulphide
minerals which prevent sufficient quantities of gold from being exposed to
cyanide, and thus results in low gold recovery. Bench scale testwork at SGS
Lakefield Research indicated that the ore at La Victoria is very amenable to
Bio-Oxidation (BIOX), a pre-treatment step that breaks down the sulphide
minerals through accelerating the oxidation process, thereby exposing the gold
for subsequent removal by cyanide leaching.


                                       41
<PAGE>

Crystallex is currently evaluating the viability of constructing and operating a
Bio-Oxidation plant at the Revemin mill. Fully evaluating the property's
economic viability requires a drilling program to be conducted to assess the
size and grade of the La Victoria ore deposit and pilot plant testing of the
Bio-Oxidation process. The drill program started in late March 2004. In
addition, a bulk ore sample has been shipped to South Africa for BIOX pilot
plant testing. Results should be available to undertake a comprehensive economic
evaluation in the third quarter. Mining of ore was stopped in the last quarter
of 2003, but waste stripping continues at a reduced rate. Full production will
restart if a decision is made to proceed with the installation of a
Bio-Oxidation plant. Crystallex has budgeted US$1.1 million for the drill
program and pilot plant testing in 2004.

At year end 2003, Crystallex completed an economic valuation for La Victoria
including capital and operating cost estimates for a Bio-Oxidation plant. It was
determined that the current asset value was materially less than the net book
value due to the limited reserves that exist at this point in time, (the drill
program referred to above is now underway to determine the full extent of La
Victoria's reserve potential). Accordingly, Crystallex wrote-down the carrying
value of La Victoria by C$18.8 million, reducing the carrying value to zero. As
noted, a further property assessment will be conducted when an updated reserve
estimate and Bio-Oxidation pilot plant results are available. Based on the
positive bench scale Bio-Oxidation testwork and current geological
interpretation, Crystallex believes La Victoria will be restored as a viable
operation through the Bio-Oxidation process and a successful outcome of the
reserve drilling program.

Mineiro Concessions
-------------------

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

The Santa Elena, Carabobo and San Miguel Concessions
----------------------------------------------------

Crystallex has not conducted any exploration work on these properties for the
past ten years. At year-end 2003, Crystallex wrotedown the entire carrying value
of these properties.

Knob Hill Property and Other Properties
---------------------------------------

Crystallex has not performed any mining activities on other properties, such as
the Knob Hill concession in Canada. Crystallex has written down the carrying
value of these properties to zero.

              ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS
              -----------------------------------------------------

This discussion of Crystallex's financial condition and results of the
operations should be read in conjunction with the 2003 audited consolidated
financial statements and the related notes. Crystallex prepares and files its
consolidated financial statements and Management's Discussion and Analysis
("MD&A") in Canadian dollars (unless otherwise stated) and in accordance with
Canadian generally accepted accounting principles ("GAAP").


                                       42


<PAGE>

A.       FINANCIAL OVERVIEW

These consolidated financial statements have been reconciled to US GAAP as
discussed in Note 17 to the consolidated financial statements contained in this
Form 20-F Annual Report.

2003 HIGHLIGHTS

   o  Positive Feasibility Study for the Las Cristinas gold project completed by
      SNCL.

   o  Strengthened senior management with the hiring of Todd Bruce as President
      and Chief Executive Officer and Ken Thomas as Chief Operating Officer.
      Closed the Vancouver office and consolidated Crystallex's management and
      administrative operations at its new Toronto head office.

   o  Received bids by year end for EPCM services for the development of Las
      Cristinas.

   o  Reserves at December 31, 2003, of 10.6 million ounces of gold, including
      10.2 million ounces at Las Cristinas.

   o  Common share and special warrant financings in August and September 2003
      raised gross proceeds of US$38.2 million. Cash at December 31, 2003, of
      $33.9 million.

   o  Policy to become hedge free. Reduced gold contracts in 2003 by 25%, or
      122,000 ounces. In 2004, plan to buy back additional contracts in an
      amount at least equivalent to gold production for the year.

   o  Sold the San Gregorio mining interests and related assets in Uruguay.

   o  Net loss for the year of $82.1 million, or ($0.70) per share, inclusive of
      a non-hedge derivative loss of $21.7 million, or ($0.18) per share and a
      non-cash write-down of mineral properties of $23.0 million, or ($0.20) per
      share.

SUBSEQUENT TO YEAR-END

   o  In January and February, further strengthened management by recruiting
      three senior project development executives: Ron Colquhoun as Vice
      President Technical Services; Barney Burke as Corporate Manager, Projects;
      and John Binns as Vice President Environment.

   o  On March 8, received approval of the Las Cristinas Feasibility Study from
      the CVG.

   o  On March 25, awarded an EPCM contract to SNCL to provide services for the
      construction of Las Cristinas. The EPCM schedule is approximately
      twenty-four months. Detailed engineering has commenced.


                                       43

<PAGE>


   o  Closed a common share financing of 28.75 million common shares at $4.00
      per share for gross proceeds of $115 million. Net proceeds received of
      US$71.7 million will be used to fund the development of Las Cristinas.

   o  On April 15, submitted the Environmental Impact Study (EIS) for Las
      Cristinas to the CVG and the Ministry of the Environment and Natural
      Resources (MARN). Receipt of all required permits to start construction of
      Las Cristinas is expected later in 2004.

OVERVIEW

Crystallex recorded a number of significant achievements during 2003 and
continues to make considerable progress in early 2004. A positive Feasibility
Study, which was completed for the Las Cristinas project in September 2003, was
approved by the CVG on March 8, 2004. The study confirmed the economic and
technical viability of Las Cristinas using conventional open pit mining and
carbon-in-leach (CIL) gold processing. Also during 2003, Requests for Proposals
(RFPs) were prepared and issued to engineering firms to bid for EPCM services
related to the construction of Las Cristinas. After a thorough evaluation
process, SNCL was appointed on March 25, 2004 as the EPCM contractor for the Las
Cristinas project. The project schedule, from detailed engineering through
commissioning of the plant, is estimated to be approximately twenty-four months.

The EIS for Las Cristinas was recently revised in conjunction with the CVG. The
permitting process was initiated with the submission of the final EIS to the CVG
and the MARN on April 15, 2004. Crystallex is aiming to obtain interim approval
during the summer to begin site preparation work and hopes to receive the final
environmental and mining permits necessary to begin construction activities
during the fourth quarter of 2004.

Crystallex has met all the required social commitments in the Las Cristinas
Mining Operating Agreement (MOA) with the CVG. Local infrastructure projects,
including building thirty new houses, installing new sewerage and water
treatment facilities and road upgrading have been completed. Crystallex is also
upgrading a medical clinic and providing medicine on a monthly basis. As
required under the MOA, Crystallex has employed 125 local residents at the
project and is providing ongoing job training programs.

Crystallex started an infill drill program at Las Cristinas during the first
quarter of 2004 which is expected to add to reserves.

In the third quarter of 2003, Crystallex sold its San Gregorio mine in Uruguay
to Uruguay Mineral Explorations Inc. (UME). The transaction was very positive
for Crystallex, as UME assumed all obligations and liabilities, including
closure and environmental obligations, as well as funding the closing of the San
Gregorio gold forward sale position of 37,640 ounces. UME will also pay
Crystallex sale proceeds of US$2.0 million during 2004.

The sale of the San Gregorio assets advanced Crystallex's objective of reducing
its gold hedge book. During 2003, Crystallex reduced its forward sales and call
options sold by 122,000 ounces. This was accomplished through the San Gregorio
sale, a buyback of 25,000 ounces of


                                       44

<PAGE>

forward sales contracts and by delivering gold production into forward
contracts. Crystallex had approximately 350,000 ounces of forward sales and call
options sold at the end of 2003 at an average price of US$304 per ounce. During
2004, Crystallex intends to close additional contracts through financial
settlements.

By the end of the third quarter 2003, Crystallex had considerably improved its
cash position. Gross proceeds of US$38.2 million were raised in two special
warrant financings in August and September. A portion of the proceeds were used
for immediate capital investments at our existing Tomi mines and Revemin mill
and quickly contributed to the improved operating performance during the fourth
quarter of the year. Gold production of 15,200 ounces in the fourth quarter
accounted for 43% of total gold production of approximately 35,200 ounces from
the Venezuelan operations in 2003. In 2004, Crystallex expects to produce about
50,000 ounces of gold.

Crystallex's cash position was further strengthened with the $115 million common
share financing subsequent to year-end. These proceeds will allow Crystallex to
advance with engineering, equipment purchasing and start development of Las
Cristinas during 2004. The total financing requirement for Las Cristinas is
estimated at approximately US$340 million, including US$39 million of refundable
VAT, a cost overrun requirement to support our guarantee of a planned project
debt financing, interest during the construction period and various financing
fees. Currently, Crystallex expects to finance the construction of Las Cristinas
with a combination of equity and project debt.

FINANCIAL RESULTS OVERVIEW

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                                2003                2002                2001

<S>                                                      <C>                  <C>                 <C>
OPERATING STATISTICS
Venezuela Gold Production                                     35,244              27,791              42,690
Uruguay Gold Production1                                      41,729              66,832              66,957
Total Gold Production (ounces)                                76,973              94,623             109,647
Total Cash Cost Per Ounce Sold2,3                             US$378              US$346              US$178
Average Realized Price Per Ounce 3                            US$363              US$310              US$242
Average Spot Gold Price Per Ounce                             US$363              US$310              US$271

FINANCIAL STATISTICS (C$ THOUSANDS)
Revenues(3)                                                  $15,567             $13,318             $16,006
Cash Flow from Operating Activities (3,4)                   ($34,308)            ($4,549)             $4,318
Net Loss                                                    ($82,054)           ($56,460)           ($42,552)
Net Loss per Basic Share                                      ($0.70)             ($0.67)             ($0.62)
Weighted Average Number of Common Shares
Outstanding                                              118,309,198          84,441,287          69,117,738
------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes nine months production from San Gregorio in 2003. On the Financial
Statements, San Gregorio is accounted for as a Discontinued Operation.
(2) This is a non-GAAP measure. For an explanation of Total Cash Costs refer to
the section of Non-GAAP measures.
(3) From continuing operations only (excludes San Gregorio).
(4) Includes Working Capital changes, before capital expenditures.


                                       45

<PAGE>

During 2003, Crystallex incurred a net loss of $82.1 million, or $0.70 per share
as compared with a net loss of $56.5 million, or $0.67 per share in 2002. The
larger net loss in 2003 was primarily attributable to a non-cash charge of $23.0
million for a write-down of mineral properties (of which $18.8 million relates
to the La Victoria property), an increase in general and administrative expenses
from $9.0 million to $22.4 million, and a foreign exchange loss of $4.5 million.
The foreign exchange loss was due to the impact of the weakening of the U.S.
dollar on Crystallex's Canadian dollar obligations. These items were partially
offset by a reduction in the non-hedge derivative loss to $21.7 million in 2003
as compared with a $34.8 million loss in 2002.

Revenue on our Statement of Operations represents revenue from the Venezuelan
operations only, as San Gregorio is accounted for as a Discontinued Operation.
Revenue in 2003 was $15.6 million, as compared with $13.3 million in 2002. The
increase in revenue is attributable to selling more ounces of gold in Venezuela
at a higher average realized price. Gold sales in 2003 were 30,632 ounces at an
average realized price of US$363 per ounce, as compared with 28,088 ounces in
2002 at an average realized price of US$310 per ounce.

Operating cash flow from continuing operations, before capital expenditures, was
a utilization of $34.3 million in 2003, as compared with a utilization of $4.5
million in 2002. Higher general and administrative expenses, cash used to reduce
the gold hedge book and a greater use of cash related to working capital changes
were the main reasons for a larger operating cash flow deficit in 2003.

Financing activities increased during 2003. Crystallex raised approximately $75
million during the year, primarily with special warrant financings. The
financings in 2003 and the April 2004 common share financing for gross proceeds
of $115 million have considerably improved Crystallex's liquidity.

INCOME STATEMENT

PRODUCTION AND GOLD SALES REVENUE

--------------------------------------------------------------------------------
                                                 2003              2002
GOLD PRODUCTION (OUNCES)
     San Gregorio(1)                           41,729            66,832
     La Victoria                                5,564            22,548
     Tomi Open Pit                             24,360             2,347
     Tomi Underground                           2,753                 0
     Purchased Material                         2,567             2,896
TOTAL                                          76,973            94,623

TOTAL CASH COSTS (US$/OUNCE)
     San Gregorio                                $276              $237
     Venezuela                                   $378              $346
COMPANY AVERAGE                                  $323              $269
--------------------------------------------------------------------------------

(1) Figures are for the nine months of 2003 that Crystallex owned San Gregorio.
(2) Ore from Tomi, La Victoria and Purchased material is processed at
Crystallex's Revemin mill.



                                       46
<PAGE>



In 2003, Crystallex produced almost 77,000 ounces of gold, about 18,000 ounces
less than the 95,000 ounces produced in 2002. The decrease was due to selling
the San Gregorio mine at the end of the third quarter of 2003, although this was
partially offset by higher gold production in Venezuela. Gold production in
Venezuela was approximately 35,000 ounces in 2003, a 25% increase over the
28,000 ounces produced in 2002. There was a considerable improvement in
operating performance during the final quarter of 2003, with gold production
reaching 15,200 ounces, as compared with 4,300 ounces in the first quarter. This
was attributable primarily to increasing mill throughput resulting from capital
investments in equipment and spare parts, as well as from higher ore grades and
gold recoveries. The Revemin mill operated at 98% of its 1,350 tonne per day
capacity during the fourth quarter of 2003, up from only 55% in the first
quarter of the year. Gold recovery, which averaged 84% for the year, was 92% in
the fourth quarter. The grade of ore processed at the Revemin mill during the
fourth quarter averaged 4.2 grams per tonne, as compared with 3.5 grams per
tonne for the full year and 3.0 grams per tonne in 2002.

TOMI

Tomi was Crystallex's main producing concession in 2003, accounting for about
77% of Venezuelan production. Tomi produced 27,113 ounces in 2003, of which
24,360 ounces were from the Milagrito and Mackenzie open pit mines and the
balance of 2,753 ounces were from the new Charlie Richards underground mine.

Almost all of Crystallex's forecast gold production of 50,000 ounces in 2004
will come from the Tomi concession. Mining will be conducted at the Milagrito
and Mackenzie open pits and the Charlie Richards underground mine. The open pit
reserves at Tomi are forecast to be depleted during 2005.

Production at the Charlie Richards underground mine is expected to reach design
levels of about 200 tonnes of ore per day by the third quarter of 2004. At full
operation, annual gold production from the underground mine is forecast to range
between 10,000 and 17,000 ounces per year for approximately four years at
current estimated reserves of 68,000 ounces of gold. Total cash costs are
forecast to average US$175 per ounce.

Crystallex has forecast capital expenditures of approximately US$2.0 million for
the Tomi concession during 2004.

LA VICTORIA

The La Victoria deposit contains a significant quantity of sulphide refractory
ore, which results in low gold recoveries when processed at the Revemin mill,
which is a conventional cyanide-in-leach plant. The recovery of gold from La
Victoria ore averaged only 54% during the third quarter of 2003 and 68% for the
first nine months of the year. As a consequence, the production of ore has been
suspended at La Victoria while Crystallex assesses the viability of treating the
refractory ore in a Bio-Oxidation circuit prior to cyanide leaching. Crystallex
is currently


                                       47

<PAGE>


conducting a Bio-Oxidation pilot plant test on a twenty tonne sample of ore from
La Victoria. Due to a lack of capital in the past, data from previous drilling
is insufficient to accurately confirm the full extent of La Victoria's reserve
potential. Consequently, an infill drill program is underway to better determine
the size and grade of the deposit. Production will resume at La Victoria if the
Bio-Oxidation process is technically viable and the project generates an
acceptable economic return. A decision will likely be made in the third quarter
of 2004.

Crystallex wrote-down its entire $18.8 million carrying value of La Victoria in
accordance with Canadian Generally Accepted Accounting Principles (GAAP).
Nevertheless, based on positive preliminary Bio-Oxidation testwork and
geological interpretations, Crystallex is optimistic that La Victoria can be
restored to economic viability.

GOLD SALES

The Mining Revenue line on the Statement of Operations of Crystallex only
includes gold sales from our Venezuelan mines, as the San Gregorio mine in
Uruguay was sold at the end of the third quarter of 2003 and is accounted for as
a Discontinued Operation. Gold sales were 30,362 ounces in 2003 from operations
in Venezuela. This is less than production of 35,244 ounces as approximately
4,900 ounces of gold produced in December 2003 were not sold until after
year-end. Including gold sales from San Gregorio of 39,562 ounces, total gold
sales for the year were 70,194 ounces.

Spot gold prices averaged US$363 per ounce in 2003, up from US$310 in 2002. In
Venezuela, all our gold is sold to the Central Bank and Crystallex receives the
prevailing spot gold price. During 2003, we received an average price of US$363
per ounce for our Venezuelan gold sales. This generated revenue on our Statement
of Operations of $15.6 million during 2003.

Most of the gold sales from Uruguay were delivered against forward sales
positions and Crystallex realized an average price of US$297 per ounce on gold
sales from Uruguay.

In 2004, Crystallex expects to continue to sell all gold production to the
Venezuelan Central Bank and realize the spot price of gold on these sales. Gold
sales proceeds are received in local currency and will be utilized to fund
ongoing operations and capital projects in Venezuela.

OPERATING EXPENSES

Crystallex's total cash costs of production include mining, processing, mine
administration, royalties and production taxes and excludes corporate general
and administrative expenses, depreciation and depletion, financing costs,
capital costs, exploration and reclamation accruals.

Crystallex's cost of sales for 2003 were $16.2 million as compared with $15.2
million in 2002, as more ounces of gold were produced and sold in 2003 than in
2002. Gold sales from continuing operations were 30,632 ounces in 2003, as
compared with 28,088 ounces in 2002. The total cash costs per ounce of gold sold
from Venezuela was US$378 per ounce in 2003, however when gold production from
discontinued operations (Uruguay) is included, Crystallex's total cash costs
were US$323 per ounce. Operating costs in Venezuela were high during the first


                                       48

<PAGE>

nine months of 2003, particularly in the first quarter when they averaged US$460
per ounce. The high costs were primarily a result of low gold recoveries at La
Victoria. Gold production improved materially by year end as mining was entirely
conducted at the Tomi concession, which is higher grade and yields higher gold
recoveries than experienced at La Victoria.

GENERAL AND ADMINISTRATIVE EXPENSES

General and Administrative (G&A) expenses totalled $22.4 million during 2003, as
compared with about $9.0 million in 2002. Compensation, including salaries and
bonuses, comprised the largest component of G&A during 2003, at about $7.4
million. Other significant G&A expense categories included legal and audit fees
of $3.8 million, advisory and consulting fees of about $3.0 million, Caracas
office G&A of $2.0 million and insurance of $1.3 million.

G&A expenses in 2003 were approximately $13.4 million higher than in 2002.
During the year Crystallex incurred unusual and one-time expenses in respect of:
special one-time bonus payments to officers and directors related to the
consummation of the Las Cristinas mining agreement; bonus and success fees paid
to various Venezuelan litigation and other legal counsels; professional fees
related to responding and satisfying questions raised during an ongoing
regulatory review; successful completion of several financings and office
closures with related consolidation costs. At least $5 million of such costs
represent one-time expenditures. In addition, Crystallex has significantly added
to its senior staff in contemplation of the commencement of the financing and
construction of the Las Cristinas project, further increasing G&A expenditures.

The largest component of the $13.4 million increase was bonus payments, which
were $2.9 million higher in 2003 as compared with 2002. Included in the $2.9
million increase are $1.3 million of special bonuses paid in September 2003 to
management and directors of Crystallex and $1.1 million of success fees paid to
Crystallex's Venezuelan legal counsel, all as one-time payments specifically in
recognition of their commitment of time and effort on behalf of Crystallex, over
several years, in successfully consummating the Las Cristinas mining operation
agreement. The payments were approved by an independent compensation committee
of the Board of Directors.

Advisory fees accounted for $2.3 million of the increase of G&A expenditures in
2003 as compared with 2002. The two principal advisory fees were related to the
engagement of an investment bank to provide corporate advisory services and for
the engagement of a project finance debt advisor for Las Cristinas. Other G&A
areas that had material increases during 2003 included legal and audit fees,
which increased by $2.1 million and insurance which increased by $1.1 million.

FORWARD SALES AND WRITTEN CALL OPTIONS

Crystallex has adopted a policy to become hedge free as we hold the view that
the market ascribes a discount to derivatives. Crystallex plans to eliminate its
existing economic derivative commitments, which consist of call options sold and
forward sales contracts. This will be accomplished by repurchasing forward sales
and call option contracts at opportune times. To


                                       49

<PAGE>

facilitate this approach, Crystallex plans to negotiate with its counterparties
to move certain commitments to future periods.

Crystallex made considerable progress during 2003 in reducing the number of
hedged ounces of gold. Commitments under forward sales and call options were
reduced from 471,872 ounces to 350,025 ounces, a reduction of almost 122,000
ounces. This was mainly accomplished by delivering gold production into forward
sales positions, buying back 25,000 ounces of forward sales (at a net cost of
approximately US$74 per ounce or US$1.84 million) and by retiring 37,640 ounces
of forward sales as part of the sale of the San Gregorio mine. At year-end,
Crystallex's contracted ounces represented just 3% of our reserves.

As tabled below, at December 31, 2003, Crystallex's derivative position was
comprised of 125,856 ounces of fixed forward contracts at an average price of
US$305 per ounce, and 224,169 ounces of call options sold at an average price of
US$303 per ounce.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                         2004           2005            2006          TOTAL
<S>                                                   <C>            <C>              <C>           <C>
Fixed Forward Gold Sales (ounces)                      43,430         42,430          39,996        125,856
Average Price (US$/ounce)                                $300           $305            $310           $305
Written Gold Call Options (ounces)                    127,237         94,932           2,000        224,169
Average Exercise Price (US$/ounce)                       $298           $309            $348           $303
TOTAL (OUNCES)                                        170,667        137,362          41,996        350,025
AVERAGE PRICE (US$/OUNCE)                                $299           $308            $312           $304
-----------------------------------------------------------------------------------------------------------
</TABLE>

Accounting for Derivative Instruments

Crystallex's existing forward sales and call options are designated as
derivatives so they do not qualify for the normal sales exemption, (or hedge
accounting) for accounting treatment. Crystallex's metal trading contracts are
recorded on the Balance Sheet at fair market value. Crystallex has no
off-balance sheet gold contracts. Changes in the fair value of derivatives
recorded on the Balance Sheet are recorded in earnings as an unrealized
non-hedge derivative (loss) gain in the Statement of Operations. The gains and
losses occur because of changes in commodity prices and interests rates.

The variation in the fair market value of options and forwards from period to
period can cause significant volatility in earnings; however, this fair market
value adjustment is a non-cash item that will not impact Crystallex's cash flow.
For the year, the total unrealized mark-to-market loss on the non-hedge
derivative positions was $19.4 million. In addition, realized losses of $2.3
million arising from financial settlement of contracts were also recognized.

Mark-to-Market (Fair Value)

At December 31, 2003, the unrealized mark-to-market value of Crystallex's gold
forward sales and call options, calculated at a year end spot price of US$415
per ounce was negative $52.6 million. This fair value is recorded on the Balance
Sheet as a liability (Deferred Credit) and represents the replacement value of
these contracts based upon the spot gold price at year-end


                                       50

<PAGE>

and does not represent an obligation for payment. Crystallex's obligations under
the forward sales contracts are to deliver an agreed upon quantity of gold at a
predetermined price by the maturity date of the contract, while delivery
obligations under the call options sold are contingent upon the price of gold
and will take effect if the gold price is above the strike price of the relevant
contract at its maturity date and the option is exercised by the option holder.

In circumstances where Crystallex is unable to meet the obligations under the
fixed forward sales or call options, Crystallex may negotiate with the
counterparty to defer the expiry date of the forward sale or call option, or
purchase gold in the market, or settle the positions financially. If Crystallex
were to purchase gold in the market or settle the contracts financially, it
would result in a reduction of Crystallex's cash. The table below illustrates
the cash requirement if Crystallex had to financially settle contract positions
in excess of planned production. The analysis assumes Crystallex proceeds with a
Bio Oxidation operation at La Victoria, the Albino mine is developed on schedule
and excludes future Las Cristinas production. It also assumes Crystallex is
unable to roll existing contracts to future periods. The December 31, 2003 spot
gold price of US$415 per ounce is used.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
US$ MILLIONS                                                  2004          2005         2006         TOTAL
<S>                                                        <C>           <C>           <C>          <C>
Total ounces Committed                                     170,667       137,362       41,996       350,025
Planned Production                                          50,000        75,000       65,000       190,000
Excess Committed Ounces                                    120,667        62,362          nil       183,029
Average Committed Price (US$/oz)                              $299          $308         $312          $302(1)
Average Assumed Spot Price (US$/oz)                           $415          $415         $415          $415
CASH REQUIRED TO SETTLE EXCESS POSITIONS                     $14.0          $6.7          NIL         $20.7
--------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the average price for the years 2004 and 2005 in which there are
excess committed ounces.

Crystallex cautions readers not to place undue reliance on the projected
production figures illustrated above. As noted under "Forward Looking
Statements" in the Annual Report, predictions and forecasts involve inherent
risks and uncertainties. A number of factors could cause actual results to
differ from plans.

WRITE-DOWN OF MINERAL PROPERTIES

Crystallex annually performs property evaluations to assess the recoverability
of its mining properties. Impairment evaluations compare the undiscounted
forecast future cash flow from each operation with its carrying value and where
the cash flows are less, a write-down to estimated fair value is recorded. In
2003, Crystallex incurred mineral property write-downs of $23.0 million.
Management concluded that the undiscounted cash flow from currently estimated
reserves at the La Victoria property, determined using a US$325 per ounce gold
price and preliminary capital and operating cost estimates for a Bio-Oxidation
plant, would be insufficient to recover the carrying value of the property. In
accordance with Canadian GAAP, Crystallex wrote-down the value of the La
Victoria property by $18.8 million, reducing the carrying value to zero. A lack
of capital, in the past, prevented Crystallex from undertaking a comprehensive
drill program to determine the full extent of La Victoria's reserve potential.
Crystallex is presently drilling at La Victoria and expects to have a revised
reserve estimate during the third


                                       51

<PAGE>

quarter of 2004. In addition, Crystallex will soon be conducting a Bio-Oxidation
pilot plant test to confirm the amenability of the La Victoria ore to the
Bio-Oxidation process.

The remaining $4.2 million balance of the $23.0 million of mineral property
write-downs is related to various exploration properties, principally the Santa
Elena property in Venezuela.

LIQUIDITY AND CAPITAL RESOURCES

Historically, Crystallex's principal source of liquidity has been equity and
equity-equivalent forms of financings as Crystallex's operations have not
generated sufficient cash to meet its operating requirements and planned
capital expenditures. Crystallex anticipates capital needs of approximately
US$350 million over the next two years, related to developing Las Cristinas and
for capital projects at existing operations. In addition, over the same period,
Crystallex forecasts cash requirements of between US$30 million to US$40
million to cover general and administrative requirements, debt service and
operating cash flow deficits. Crystallex will continue to rely on the equity
markets for meeting its commitments and planned expenditures and also intends
to access the project debt finance market to meet a portion of the expected
capital expenditures for the development of Las Cristinas.

Crystallex intends to finance the development of Las Cristinas with a
combination of equity and project finance debt. Crystallex has recently closed
an offering of 28.75 million shares priced at $4.00 per share for gross proceeds
of $115 million. The proceeds will primarily be used to fund the development of
Las Cristinas. To advance the Las Cristinas project to commercial production,
Crystallex currently expects to issue equity or arrange other forms of financing
later this year or in early 2005 and expects to close a project finance debt
agreement with a syndicate of commercial banks and possibly export credit
agencies during 2005. There can be no assurance that these financing
arrangements will be available, or available on terms acceptable to Crystallex.

WORKING CAPITAL

At December 31, 2003, Crystallex's working capital position improved
significantly to $4.7 million from negative $19.5 million at December 31, 2002.
The increase was due to common share and warrant financings during the third
quarter of 2003, which raised aggregate gross proceeds of US$38.2 million.
Crystallex's cash position at December 31, 2003 was $33.9 million. Furthermore,
the recent $115 million common share financing has considerably enhanced
Crystallex's liquidity.

CASH FLOW FROM OPERATIONS

Operating cash flow (after working capital changes and before capital
expenditures) was a utilization of $34.3 million in 2003. A cash flow deficit
was incurred as revenues from gold sales were offset by direct operating costs
of production; consequently, there was no cash flow to provide for general and
administrative expenses, interest expenses and working capital changes.


                                       52

<PAGE>

The deficit of $34.3 million in 2003 was $29.8 million higher than the deficit
of $4.5 million in 2002. The increase was mainly due to an $11.4 million
increase in General and Administrative cash expenditures (a portion of G&A
expenses in 2003 were paid in shares and warrants of Crystallex) and a $9.5
million increase in cash used for changes in working capital items. Also,
Crystallex spent $2.3 million on reducing its gold forward sales positions
during the year, including a buyback of 25,000 ounces of forward sales
contracts at a spot price of US$372 per ounce.

Crystallex expects to have a cash flow deficit of approximately US$15 million
in 2004 as cash flow from the operations will be insufficient to fund general
and administrative expenses, debt service and cash obligations related to
Crystallex's gold hedge book.

INVESTING ACTIVITIES

Crystallex's principal investing activities are for capital expenditures at its
operations.

Capital expenditures during 2003 totalled $12.3 million, as compared with $42.2
million in 2002. The reduction in capital spending was largely due to reduced
expenditures at Las Cristinas. Expenditures at Las Cristinas were $37.4 million
in 2002 and included a US$15.0 million payment to the CVG under the terms of the
Mining Operating Agreement. The investments in 2003 were principally for the Las
Cristinas project ($9.9 million), including the costs for the Feasibility Study,
maintaining the camp and completing the social development infrastructure
programs. The balance of the capital expenditures were related to the operating
mines in Venezuela.

Crystallex is planning significant capital expenditures in 2004 and 2005, mainly
for the development of the Las Cristinas project. The timing of these
expenditures will be determined by our ability to raise both equity and debt
financing. Capital expenditures during 2004 are estimated at approximately US$88
million as follows: Las Cristinas US$80 million; Tomi US$2 million; Revemin Mill
US$3 million and Albino US$3 million.

If Crystallex proceeds with the construction of a Bio Oxidation plant at Revemin
for processing La Victoria ore, it is presently estimated that capital
expenditures of approximately $15 million will be required for the plant and for
development work at the La Victoria mine. These expenditures would largely be
incurred in 2005.

It is expected that the projected operating deficit and capital expenditure
requirements for 2004 will be funded with the proceeds from the $115 million
equity financing and from cash on hand of $33.8 million at December 31, 2003. As
noted, to complete the development of Las Cristinas, Crystallex currently
expects to issue equity or arrange other forms of financing later in 2004, or in
early 2005 and anticipates closing a project finance debt transaction in 2005.

Crystallex expects to realize cash proceeds of US$2.0 million from the sale of
the San Gregorio mine in 2004. The first instalment of US$1.0 million was
received by Crystallex on April 14, 2004.


                                       53

<PAGE>

FINANCING ACTIVITIES

During 2003, Crystallex raised net financing proceeds of $75.1 million, of which
$61.7 million were proceeds from five special warrant financings throughout the
year, $9.4 million were proceeds from the issuance of common stock and $4.1
million were proceeds from a convertible note financing. The convertible notes
were converted into common shares during the fourth quarter of 2003. Refer to
Note 8 of Notes to the Financial Statements for details of the special warrant
financings.

In addition, common shares were issued during the year for the following main
activities: on the exercise of warrants and special warrants (22.1 million
shares); upon the conversion of convertible notes (17.0 million shares); for
bank loan repayments (2.3 million shares); for legal fees (1.3 million shares)
and for financial advisory fees (350,000 shares). Crystallex also issued
warrants and special warrants during 2003 for the following main activities:
13.9 million warrants and special warrants issued for cash; 900,000 common share
warrants issued for consulting fees and 450,000 warrants issued as part of the
convertible note financing noted above. Payment of various fees in common shares
during the first nine months of 2003 reflects Crystallex's previous lack of
liquidity. Equity financings since August 2003 (including the recent $115
million common share financing) have significantly improved Crystallex's
liquidity and it is now Crystallex's intention to use cash rather than common
shares to meet its obligations.

Debt repayments were $2.1 million during 2003. At year end, Crystallex's total
debt outstanding was $9.7 million. The debt is a term loan with Standard Bank
London Limited secured by certain of Crystallex's assets (excluding Las
Cristinas). The loan bears interest at approximately 2.5% over Libor with
principal payments due semi-annually until 2006. Total debt was reduced from $34
million at year end 2002, principally by issuing common shares upon the
conversion of convertible notes.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Crystallex's contractual obligations and commitments are tabled below:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                             2004                  2005                 2006
------------------------------------------------------------------------------------------------------------
<S>                                               <C>                    <C>                   <C>
Scheduled Debt Repayments                            US$1,030,000          US$4,400,000         US$2,058,000
------------------------------------------------------------------------------------------------------------
Operating Lease Obligations                              $204,000              $208,000             $198,000
------------------------------------------------------------------------------------------------------------
Precious Metal Contracts:
------------------------------------------------------------------------------------------------------------
     Fixed Forward Contracts                       43,430 oz @ an        42,430 oz @ an       39,996 oz @ an
                                                       average of          average of            average of
                                                        US$300/oz          US$305/oz             US$310/oz
------------------------------------------------------------------------------------------------------------
     Call Options Sold                               127,237 oz @        94,932 oz @ an        2,000 oz @ an
                                                     an average of          average of           average of
                                                       US$298/oz            US$309/oz            US$348/oz
------------------------------------------------------------------------------------------------------------
</TABLE>

In addition, Crystallex has royalty commitments that are only payable if gold is
produced. There is no obligation to make payments if gold is not produced.
Currently, Crystallex's only gold


                                       54

<PAGE>

production is from the Tomi concession, which is subject to a 1.75% royalty on
gold revenue. All gold production in Venezuela is subject to an exploitation
tax, established under the Mining Law, which is payable to the Republic. The
exploitation tax is presently 3% of gold revenue.

OUTSTANDING SHARE DATA

At May 3, 2004, 179,498,492 common shares of Crystallex were issued and
outstanding. In addition, at April 12, 2004 options to purchase 10,234,000
common shares of Crystallex were outstanding under Crystallex's option plan and
warrants to purchase 18,334,905 common shares of Crystallex were issued and
outstanding.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

USE OF ESTIMATES

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

PROPERTY EVALUATIONS

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

CAPITALIZATION OF EXPLORATION AND DEVELOPMENT COSTS

Mineral exploration costs such as topographical, geochemical, and geophysical
studies are capitalized and carried at cost until the properties to which they
relate are placed into production, sold, or where management has determined
there to be a permanent impairment in value. Development costs incurred to
access ore bodies identified in the current mining plan are


                                       55

<PAGE>

expensed as incurred after production has commenced. Development costs necessary
to extend a mine beyond those areas identified in the current mining plan and
which are incurred to access additional reserves are deferred until the
incremental reserves are mined. Mineral properties and development costs,
including the mineral acquisition and direct mineral exploration costs relating
to the current mining plan are depleted and amortized using the
units-of-production method over the estimated life of the ore body based on
proven and probable reserves.

COMMODITY DERIVATIVE CONTRACTS

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

Premiums received at the inception of written call options are initially
recognized on the balance sheet as a liability. Unrealized gains or losses
arising from changes in the fair market value of the liability related to both
fixed forward contracts and written call options and realized gains/losses on
commodity derivative contracts which are either settled financially or through
physical delivery, are recognized in the statement of operations in the period
of the change or settlement as an unrealized non-hedge derivative loss/gain.

NON GAAP MEASURES

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

Data used in the calculation of total cash costs per ounce may not conform to
other similarly titled measures provided by other precious metals companies.
Management uses the cash cost per ounce data to access profitability and cash
flow from Crystallex's operations and to compare it with other precious metals
producers. Total cash costs per ounce are derived from amounts included in the
Statement of Operations and include mine site operating costs such as mining,
processing, administration, royalties and production taxes but exclude
amortization, reclamation, capital expenditures and exploration costs.

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


                                       56

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
C$,000                                                           2003                2002               2001
<S>                                                        <C>                 <C>                <C>
------------------------------------------------------------------------------------------------------------
Operating Costs per Financial Statements                   16,240,363          15,191,619         11,696,769
------------------------------------------------------------------------------------------------------------
By-Product Credits                                                 --                  --                 --
------------------------------------------------------------------------------------------------------------
Reclamation and Closure Costs                                      --                  --                 --
------------------------------------------------------------------------------------------------------------
Operating Costs for Per Ounce Calculation                  16,240,363          15,191,619         11,696,769
------------------------------------------------------------------------------------------------------------
Ounces Sold                                                    30,632              28,088             42,690
------------------------------------------------------------------------------------------------------------
Total Cash Cost Per Ounce C$                                    C$530               C$541              C$274
------------------------------------------------------------------------------------------------------------
Average Annual C$/US$ F/X Rate                                   1.40                1.57               1.55
------------------------------------------------------------------------------------------------------------
Total Cash Cost Per Ounce Sold US$                             US$378              US$346             US$178
------------------------------------------------------------------------------------------------------------
</TABLE>

B.       REGULATORY AND ENVIRONMENTAL RISKS

Cyanide
-------

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

   o  Cyanide is a man-made substance consisting of nitrogen and carbon,
      commonly marketed as sodium cyanide (NaCN).

   o  It is toxic and needs to be handled with care.

   o  It is a fragile chemical compound (unstable in certain environments).

   o  It is biodegradable, oxidizes rapidly and reverts back to its components
      of carbon which becomes carbon dioxide and nitrogen.

   o  It is destroyed by ultraviolet light over time.

   o  It is destroyed rapidly in an environment where the pH drops below 10.

   o  Cyanide destruction plants, operate with a pH of 2 in order to destroy 95%
      of the cyanide in less than 1 hour.

Venezuela
---------

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

   o  A major North American geotechnical and engineering company designed the
      tailings deposition facility for Bolivar Goldfields

   o  The tailings dams were constructed according to the specifications set out
      in the engineering project.


                                       57

<PAGE>

   o  The tailings dams are being operated according to the specifications set
      out in the engineering project.

   o  The tailings dams are raised annually to accommodate the next years
      production.

   o  The cost of raising the dams is expensed annually.

   o  Certain areas of the tailings impoundment facility are decommissioned as
      they reach design capacity.

   o  These areas are revegetated and returned to nature.

   o  Since the property has been under Crystallex ownership, the annual
      inspection has been carried out by a Canadian geotechnical consultant, M.
      A. J. Matich, the recipient of the prestigious Leggett Award for
      recognition in the field of Geotechnical Engineering.

   o  Revemin staff inspect the tailings dams perimeter once per day.

   o  Representatives of the Ministry of the Environment and Natural Resources
      ("MARN") conduct planned bi-annual visits and occasionally conduct
      unplanned inspections.

   o  Operations at Revemin have never been suspended for non-compliance.

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

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

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

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

C.       RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
         ----------------------------------------------------

Not Applicable.


                                       58

<PAGE>

D.       TREND INFORMATION
         -----------------

Not Applicable.

E.       OFF-BALANCE SHEET ARRANGEMENTS
         ------------------------------

Crystallex had no off-balance sheet arrangements as of December 31, 2003.

F.  TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
    ---------------------------------------------

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
CONTRACTUAL OBLIGATIONS                                                    PAYMENTS DUE BY PERIOD

-----------------------------------------------------------------------------------------------------------------------
                                                    TOTAL          LESS THAN 1       1-3       3-5           MORE THAN
                                                                   YEAR             YEARS      YEARS         5 YEARS
-----------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>            <C>           <C>            <C>             <C>
Long-term Debt Obligations (See Note 7 to Notes
to Financial Statements) Bank Loan                   $9,708,750     $1,335,344    $8,373,406        --           --
-----------------------------------------------------------------------------------------------------------------------
Operating Lease Obligations (See Note 14 to Notes     $906,000       $204,000      $564,000      $138,000        --
to Financial Statements)
-----------------------------------------------------------------------------------------------------------------------
Precious Metal Contracts (1) (See Note 14 to
Notes to Financial Statements)
    (i)      Fixed Forward Contracts                 125,856 oz     43,430 oz     82,426 oz
                                                      @ average     @ average      @ average                     --
                                                     US$305 per     US$300 per    US$307 per
                                                         oz.           oz.           oz.

    -------------------------------------------------------------------------------------------------------------------
    (ii)     Written Call Options                    224,169 oz     127,237 oz    96,932 oz
                                                     @  average     @ average     @ average                      --
                                                     US$303 per     US$298 per     US$310
                                                         oz.           oz.         per oz.




-----------------------------------------------------------------------------------------------------------------------
     Bonds Letter of Credit (See Note 15 to Notes
     to Financial Statements)
     Performance Bond                                $4,750,000    Contingent     Contingent    Contingent   Contingent

-----------------------------------------------------------------------------------------------------------------------
</TABLE>

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


               ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
               ---------------------------------------------------

A.       DIRECTORS AND SENIOR MANAGEMENT
         -------------------------------

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


                                       59

<PAGE>

<TABLE>
<CAPTION>

NAME AND OFFICE,
FUNCTION OR POSITION              BUSINESS EXPERIENCE AND            DIRECTOR             PRINCIPAL
WITH CRYSTALLEX                   PRINCIPAL OCCUPATION               SINCE                DIRECTORSHIPS
--------------------              -----------------------            --------             -------------

<S>                               <C>                                <C>                  <C>
Robert A. Fung(2)                 Employee                           December 3, 1996     Toronto Waterfront
Toronto, Ontario,                 Orion Securities, Inc.                                  Revitalization
Chairman of the Board,                                                                    Corporation; Stockhouse
Director                                                                                  Media Corporation; El
                                                                                          Cal-lao Mining Corp.

Todd Bruce (2)(4)                 President andChief Executive       September 22, 2003
Toronto, Ontario                  Officer of Crystallex
President, Chief Executive
Officer and Director

Michael J. H. Brown(2)(3)(4)      Principal, Capital Markets         October 10, 2002     Queenston Mining Inc.;
Toronto, Ontario                  Advisory                                                El Callao Mining Corp.
Director


C. William Longden(1)(4)          Vice Chairman, Marshall,           July 25, 2000        Marshall, Macklin,
Toronto, Ontario`                 Macklin, Monaghan Limited                               Monaghan Limited; El
Director                                                                                  Callao Mining Corp.

David I. Matheson(2)(3)           Counsel, McMillan Binch, LLP       July 25, 2000        Clarke Inc.; El Callao
Toronto, Ontario,                 Barristers & Solicitors                                 Mining Corp.
Director

Harry J. Near (1)(5)              President, Near Consultants &      May 5, 1997          El Callao Mining Corp.
Ottawa, Ontario,                  Associates; Principal, The
Director                          Earnscliffe Strategy Group

Marc J. Oppenheimer(2)(4)         Director,                          February 20, 1995    Net2Phone, Inc., First
Leonia, New Jersey,               Crystallex International                                Choice  Industries,
Director                          Corporation                                             Ltd; El Callao Mining
                                                                                          Corp.

Johan C. van't Hof(1)(2)(4)       President,                         March 12, 2004
Toronto, Ontario                  Tonbridge Corporation
Director
</TABLE>


                                       60

<PAGE>

<TABLE>
<S>                               <C>                                <C>                  <C>
Armando F. Zullo (2)(5)           President                          December 3, 1996     El Callao Mining Corp.
Vancouver, British Columbia       A.F. Zullo & Company Ltd
Director

Daniel R. Ross                    Executive Vice President,          July 1, 2001
Toronto, Ontario,                 Corporate Counsel, and Secretary
Executive Vice President,         of Crystallex International
Corporate Counsel, and Secretary  Corporation

Dr. Sadek El-Alfy                 Vice President-Operations          February 1, 1997
Seattle, Washington,              Crystallex International
Vice President -Operations        Corporation

Borden D. Rosiak Toronto,         Chief Financial Officer            September 1, 2002    Priszm Canadian Income
Ontario,                          Crystallex International                                Fund
Chief Financial Officer           Corporation

Kenneth Thomas,                   Chief Operating Officer            April 1, 2003
Toronto, Ontario,                 Crystallex International
Chief Operating Officer           Corporation
</TABLE>


(1) Member of the Audit Committee
(2) Member of the Finance and Risk Management Committee
(3) Member of the Corporate Governance Committee
(4) Member of the Environmental, Health and Safety and Operations Committee
(5) Member of the Nominating and Compensation Committee

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

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

Todd Bruce, President and Chief Executive Officer. Mr Bruce has served as
Crystallex's President and Chief Executive Officer and a Crystallex director
since September 22, 2003. Prior to joining Crystallex Mr. Bruce was President
and Chief Operating Officer of IAMGOLD


                                       61

<PAGE>

Corporation. Mr. Bruce is responsible for the overall administration of
Crystallex and all elements of its business.

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

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

David I. Matheson, Director. Mr. Matheson is counsel to the Toronto law firm
McMillan Binch LLP. Prior to joing McMillan Binch in December 2001, Mr. Matheson
had been a partner with the Toronto law firm of Aird & Berlis from 1991 to 2001,
when he became counsel to that firm. Mr. Matheson has an extensive background in
international finance and taxation and has lectured on corporate governance,
evolving director's responsibilities, and other areas of corporate law.

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

Marc J. Oppenheimer, Director. Mr. Oppenheimer served as Crystallex's President
and Chief Executive Officer and a Crystallex Board member from February 1995
until September 22, 2003, and as Crystallex's Vice Chairman from September 22,
2003, until May 7, 2004. Prior to coming to Crystallex, he held executive
positions at The Chase Manhattan Bank and Midlantic National Bank. Immediately
before joining Crystallex, Mr. Oppenheimer was engaged in merchant banking
activities and was a consultant to Crystallex.

Johan C. van't Hof, Director. Mr. van't Hof, a Chartered Accountant, is
President and Principal of Toronto based Tonbridge Corporation. Prior to forming
Tonbridge Corporation Mr. van't Hof was Chief Operating Officer of Carter Group
Inc from 2001 to 2003 and was a Partner and Managing Director of PriceWaterhouse
Coopers Securities Inc from 1991 to 2001.

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

Daniel R. Ross, Executive Vice President and Corporate Counsel. Prior to joining
Crystallex full-time in September 2001, Mr. Ross was a partner of McCarthy
Tetrault, one of Canada's


                                       62

<PAGE>

largest law firms, having joined McCarthy Tetrault in 1991. Prior to his
retirement from the firm, Mr. Ross served as managing partner of its London,
Canada offices. Mr. Ross has served on a number or private and charitable boards
and is currently Chairman of the Board of the London Health Sciences Centre, one
of Canada's largest hospitals. Over the past several years, he was instrumental
in the negotiation and completion of Crystallex's acquisitions and financings.
Mr. Ross coordinates the placement and execution of legal, administrative and
related services.

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

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

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

B.       COMPENSATION
         ------------

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

                           [tables begin on next page]


                                       63

<PAGE>

                SUMMARY COMPENSATION TABLE FOR EXECUTIVE OFFICERS
     (UNLESS OTHERWISE INDICATED ALL DOLLAR AMOUNTS ARE IN CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                                                                           LONG TERM
                                                                                          COMPENSATION
                                                    ANNUAL COMPENSATION                      AWARDS
                                         -------------------------------------------     -------------
                                                                                           SECURITIES
                                                                        OTHER ANNUAL     UNDER OPTIONS       ALL OTHER
        NAME AND                         SALARY          BONUS(2)       COMPENSATION       GRANTED(3)      COMPENSATION
   PRINCIPAL POSITION      YEAR(1)         ($)             ($)               ($)              (#)               ($)
------------------------   -------       ------          --------       ------------     -------------     ------------

<S>                          <C>        <C>            <C>                <C>                <C>            <C>
Robert A. Fung               2003          NIL           $561,800          $520,000(6)       620,000            NIL
Chair of the Board           2002          NIL         US$100,000          $180,000           55,000            NIL
                             2001          NIL         US$100,000          $180,000          205,000            NIL
                                                         $350,000

Marc J. Oppenheimer          2003       US$505,577     US$425,000         US$12,000(4)       450,000            NIL
Vice Chair of the            2002       US$449,996     US$195,000         US$11,000(4)        40,000            NIL
Board                        2001       US$418,461     US$195,000         US$10,500(4)       190,000            NIL

Todd Bruce                   2003         $138,267         NIL              $13,267(7)       400,000            NIL
President and Chief          2002          NIL             NIL               NIL               NIL              NIL
Executive Officer            2001          NIL             NIL               NIL               NIL              NIL

Kenneth G. Thomas            2003         $233,100       $150,000            NIL             180,000        $50,000(8)
Chief Operating              2002          NIL             NIL               NIL               NIL              NIL
Officer                      2001          NIL             NIL               NIL               NIL              NIL

Daniel R. Ross               2003         $400,000       $345,000            NIL             230,000            NIL
Executive                    2002         $400,000       $178,024            NIL              50,000            NIL
Vice-President and           2001         $166,667        $83,333          US$6,000(5)       255,000            NIL
Corporate Counsel

Dr. Sadek El-Alfy            2003       US$222,000     US$140,000        US$1,800(4)         200,000            NIL
Vice-President               2002       US$222,000      US$25,000        US$1,800(4)           NIL              NIL
Operations                   2001       US$222,000      US$50,000        US$1,800(4)          65,000            NIL

Borden D. Rosiak             2003       $226,667         200,000            NIL              180,000            NIL
Chief Financial Officer      2002        49,800          20,000             NIL                NIL              NIL
(September 2002 to           2001         NIL              NIL              NIL                NIL              NIL
present)
</TABLE>


NOTES:
(1) 12 months ended December 31, 2003, 2002 and 2001.
(2)  Bonuses are reported in the year in which they were earned, not the year in
     which they were paid.
(3)  Options for Common Shares granted during the year.
(4)  Matching contribution made by Crystallex to the Named Executive Officer's
     401(k) plan.
(5)  Director's honorarium.
(6)  Fees paid to Osprey Capital Partners, a partnership in which Mr. Fung is a
     partner. The fees were paid for financial and investment banking services
     provided by Mr. Fung, unrelated to his role as Chair of the Board, and by
     other partners of Osprey Capital Partners.
(7)  Consulting fees paid to Mr. Bruce for the period September 1, 2003 to
     September 21, 2003.
(8)  Relocation allowance.


STOCK OPTIONS

The following table sets forth information concerning option grants during 2003
to Crystallex's executive officers as at December 31, 2003:


                                       64

<PAGE>

                          OPTION GRANTS DURING THE YEAR ENDED DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                     Market Value
                                                % of Total                          of Securities
                              Securities         Options                              Underlying
                                 Under          Granted to        Exercise or       Options on the
                             Option(1)(3)      Employees in        Base Price       Date of Grant         Expiration
           Name                   (#)            Year(2)          ($/Security)       ($/Security)            Date
-----------------------      ------------      ------------       ------------      --------------        ----------

<S>                            <C>                 <C>                 <C>               <C>          <C>
Robert A. Fung                 525,000             14.9%               $3.00             $3.00        August 10, 2013
                                45,000              1.3%               $1.90             $1.90        June 26, 2013
                                50,000              1.4%               $2.14             $2.14        January 14, 2013

Marc J. Oppenheimer            375,000             10.6%               $3.00             $3.00        August 10, 2013
                                25,000              0.7%               $1.90             $1.90        June 26, 2013
                                50,000              1.4%               $2.14             $2.14        January 14, 2013

Todd Bruce                     400,000(4)          11.3%               $3.03             $3.03        October 1, 2008

Kenneth G. Thomas               80,000              2.3%               $3.00             $3.00        August 10, 2008
                               100,000              2.8%               $1.31             $1.31        April 30, 2008

Daniel R. Ross                 180,000              5.1%               $3.00             $3.00        August 10, 2013
                                50,000              1.4%               $2.14             $2.14        January 14, 2013

Dr. Sadek El-Alfy              150,000              4.2%               $3.00             $3.00        August 10, 2008
                                50,000              1.4%               $2.14             $2.14        January 14, 2008

Borden D. Rosiak                80,000              2.3%               $3.00             $3.00        August 10, 2008
                                50,000              1.4%               $1.90             $1.90        June 26, 2008
                                50,000              1.4%               $2.14             $2.14        January 14, 2008
</TABLE>

NOTES:
(1)  Options for Common Shares.
(2)  Includes the options granted to the Named Executive Officers and employees
     who are not directors.
(3)  Unless otherwise indicated, all options are exercisable immediately upon
     issuance.
(4)  The options granted to Mr. Bruce vest at the rate of one-third per year on
     the anniversary of the date of grant.

The following table sets forth information concerning the value realized upon
the exercise of options during 2003 and the value of unexercised options held by
Crystallex's executive officers as of December 31, 2003:

                           [table begins on next page]


                                       65

<PAGE>

<TABLE>
<CAPTION>

                           AGGREGATED OPTION EXERCISES DURING THE YEAR ENDED DECEMBER 31, 2003
                                          AND FINANCIAL YEAR-END OPTION VALUES

                          Securities        Aggregate                                          Value of Unexercised
                           Acquired on        Value            Unexercised Options             in-the-Money Options
         Name             Exercise (#)      Realized             at Year-End (#)                    at Year-End
--------------------      ------------      ---------     -----------------------------    -----------------------------
                                                          EXERCISABLE     UNEXERCISABLE    EXERCISABLE     UNEXERCISABLE
                                                          -----------     -------------    -----------     -------------

<S>                            <C>             <C>        <C>                 <C>           <C>              <C>
Robert A. Fung                 NIL             NIL        2,422,500               NIL       $3,931,150            NIL
Marc J. Oppenheimer            NIL             NIL        2,295,000               NIL       $3,972,100            NIL
Todd Bruce                     NIL             NIL              NIL           400,000              NIL       $188,000
Kenneth G. Thomas              NIL             NIL          180,000               NIL         $259,000            NIL
Daniel R. Ross                 NIL             NIL          740,000               NIL         $867,250            NIL
Dr. Sadek El-Alfy              NIL             NIL          285,000               NIL         $254,250            NIL
Borden D. Rosiak               NIL             NIL          180,000               NIL          188,000            NIL
</TABLE>


COMPENSATION OF DIRECTORS

Directors of Crystallex are compensated for their services as directors through
a combination of annual fees, stock options and, in the discretion of the Board
in certain circumstances, special payments.

Outside directors (in 2003, Messrs. Brown, Longden, Matheson, Near and Zullo)
receive an annual fee of US$12,000 payable, at the option of Crystallex, in
Common Shares. All directors receive an annual grant of 20,000 options to
acquire Common Shares. The Chair of a Board committee receives an additional
annual grant of 15,000 options to acquire Common Shares. A member of a Board
committee (other than the Chair) receives an additional annual grant of 10,000
options to acquire Common Shares. The options are granted immediately after the
annual general meeting of shareholders of Crystallex.

In 2003, Crystallex made special payments of $75,000 to Mr. Matheson for the
additional work carried out by him with respect to the audit and financial
review of Crystallex and $145,000 to Mr. Near for the additional work carried
out by him over the past several years in connection with the Las Cristinas
project.

Also, in 2003, the Chair of the Audit Committee received a special grant of
15,000 options to acquire Common Shares and the other members of the Audit
Committee received a special grant of 10,000 options to acquire Common Shares
for the additional work carried out by them with respect to the audit and
financial review of Crystallex.

Crystallex's directors received the following options during 2002 (in addition
to the options listed above for executive officers that are also directors):


                                       66

<PAGE>


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
      NAME                          NUMBER OF OPTIONS             PRICE (CDN. $)          EXPIRY DATE
--------------------------------------------------------------------------------------------------------
<S>                                      <C>                           <C>               <C>
Michael J. H. Brown                       80,000                       $1.90             June 26, 2013
--------------------------------------------------------------------------------------------------------
C. William Longden                        30,000                       $1.90             June 26, 2013
--------------------------------------------------------------------------------------------------------
David I. Matheson                         45,000                       $1.90             June 26, 2013
--------------------------------------------------------------------------------------------------------
Harry J. Near                            180,000                       $3.00             August 10, 2013
                                          50,000                       $1.90             June 26, 2013
--------------------------------------------------------------------------------------------------------
Armando F. Zullo                          25,000                       $1.90             June 26, 2013
--------------------------------------------------------------------------------------------------------
</TABLE>

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

C.       BOARD PRACTICES
         ---------------

Each member of Crystallex's Board of Directors serves for a one year term and is
subject to election at Crystallex's Annual General Meeting. Crystallex's next
Annual General Meeting is scheduled to be held on June 1, 2004. See Item 6.A for
the period during which Crystallex's current directors have held their office.

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

CORPORATE GOVERNANCE

Crystallex is

   o  incorporated under the Canada Business Corporations Act;

   o  a reporting issuer under the securities laws of the Provinces of Ontario,
      British Columbia, Alberta, Quebec, Nova Scotia and Newfoundland and
      Labrador; and

   o  a reporting foreign private issuer with the United States Securities and
      Exchange Commission.

The Common Shares of Crystallex are listed on the Toronto Stock Exchange ("TSX")
and the American Stock Exchange ("AMEX").

Attached to this Circular as Exhibit 12.3 is a copy of the Corporate Governance
Statement of Crystallex (the "Statement"). The Statement was approved by the
Board of Directors on April 15, 2004. The corporate governance practices
described in the Statement have been developed


                                       67

<PAGE>

taking into account recent and proposed changes in corporate governance
standards applicable to Crystallex in Canada and the United States. Crystallex
believes that its corporate governance practices comply with the guidelines of
the TSX and the rules of the AMEX currently applicable to it. As noted in the
Statement, the Board has resolved that, commencing with the annual general
meeting of shareholders of Crystallex to be held in 2005, a majority of the
directors will be independent.

D.       EMPLOYEES
         ---------

                 CRYSTALLEX EMPLOYEES (FULL-TIME AND PART-TIME)
                             AS OF DECEMBER 31, 2003

  -----------------------------------------------------------------------------
      LOCATION                       2003               2002              2001
  -----------------------------------------------------------------------------
   Canada                             9                  6                4
  -----------------------------------------------------------------------------
   United States                     45                  4                4
  -----------------------------------------------------------------------------
   Uruguay                            0                 170              164
  -----------------------------------------------------------------------------
   Venezuela                         300                300              198
  -----------------------------------------------------------------------------

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

E.       SHARE OWNERSHIP
         ---------------

The following table sets forth the number of Crystallex common shares
beneficially owned as of May 3, 2004, by each of Crystallex's directors and
executive officers, and information concerning options to purchase common shares
each of such persons owns. All dollar amounts shown in this table are in
Canadian dollars unless otherwise noted.

                           [table begins on next page]


                                       68

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                SHARES BENEFICIALLY OWNED                            OPTIONS
----------------------------------------------------------------------------------------------------------------------
                                        PERCENT OF
                                          OUT-
    NAME                   AMOUNT (1)    STANDING          NUMBER         EXERCISE PRICE          EXPIRATION DATES
                                        SHARES (2)
----------------------------------------------------------------------------------------------------------------------
<S>                         <C>            <C>            <C>              <C>                  <C>
Robert A. Fung               19,500        1.36%          2,422,500        $1.00 - $3.00        11/13/05- 08/10/13
----------------------------------------------------------------------------------------------------------------------
Todd Bruce                   16,100          *              400,000                $3.03             10/01/08
----------------------------------------------------------------------------------------------------------------------
Michael Brown                8,546           *               80,000                $1.90             06/26/13
----------------------------------------------------------------------------------------------------------------------
C. William Longden           81,114          *              226,500        $2.20 - $2.25        08/08/10- 06/26/13
----------------------------------------------------------------------------------------------------------------------
David I. Matheson            13,779          *              290,000        $1.75 - $2.25        08/08/10- 06/26/13
----------------------------------------------------------------------------------------------------------------------
Harry J. Near               126,454          *              705,000        $1.00 - $3.00        11/07/07- 08/10/13
----------------------------------------------------------------------------------------------------------------------
Marc J. Oppenheimer         279,910        1.43%          2,295,000        $1.00 - $3.00        11/13/05- 08/10/13
----------------------------------------------------------------------------------------------------------------------
Johan van't Hof               NIL           NIL              NIL                NIL                   NIL
----------------------------------------------------------------------------------------------------------------------
Armando F. Zullo             53,102          *              265,000        $1.41 - $2.27        06/26/07- 06/26/13
----------------------------------------------------------------------------------------------------------------------
Daniel R. Ross              128,391          *              740,000        $1.50 - $3.00        11/07/07- 08/10/13
----------------------------------------------------------------------------------------------------------------------
Dr. Sadek E. El-Alfy         32,000          *              285,000        $2.00 - $3.00        11/13/05- 08/10/13
----------------------------------------------------------------------------------------------------------------------
Borden Rosiak                 NIL            *              180,000        $1.90 - $3.00        01/14/08- 08/10/08
----------------------------------------------------------------------------------------------------------------------
Kenneth Thomas                NIL            *              180,000        $1.31 - $3.00        04/30/08- 08/10/08
----------------------------------------------------------------------------------------------------------------------
</TABLE>

 * Less than 1% of common shares outstanding as of May 3, 2004.
(1) Information on Common Shares beneficially owned is not within the knowledge
of the management of Crystallex and has been furnished by the respective
persons.

(2) The percentage indicated for each named person is based upon 179,498,492
common shares issued and outstanding as of May 3, 2004, and the number of common
shares underlying the immediately exercisable options held by such person. The
percentage calculations for each named person do not include any common shares
beneficially owned by any other person or any common shares issuable upon the
exercise of any other currently outstanding options, warrants, or other rights
to acquire common shares, other than those beneficially owned by such person.

Crystallex is authorized to issue to its officers, directors, employees, and
consultants options to acquire an aggregate of up to 13,500,000 common shares
under its Incentive Share Option Plan that it adopted in 1997 and amended in
1998, 2000, 2001, 2002 and 2004 the latter amendment requiring shareholder
approval at Crystallex's Annual General Meeting scheduled for June 1, 2004. As
of May 3, 2004, there were 1,812,792 options available for issuance under the
Option Plan, subject to shareholder approvals noted above.

EMPLOYMENT CONTRACTS

Crystallex has entered into employment agreements with each of the Named
Executive Officers other than Dr. El-Alfy.

Mr. Fung's agreement sets out the terms on which Mr. Fung will act as Chair of
the Board of Directors. The agreement is effective January 1, 2004. Under the
agreement, Mr. Fung is entitled to receive annual compensation of $180,000 and,
unless otherwise determined by the


                                       69

<PAGE>

Board, a minimum annual bonus of US$100,000. He is also eligible for an
additional annual bonus, based on performance, in the discretion of the Board.
If there is a change of control of Crystallex or Crystallex sells substantially
all of its assets and, as a result, Mr. Fung ceases to be Chair of the Board,
Mr. Fung is entitled to receive a lump sum payment equal to three times his
annual compensation including the minimum bonus.

Mr. Oppenheimer's agreement sets out the terms on which Mr. Oppenheimer will act
as President and Chief Executive Officer of Crystallex. The agreement is
effective March 6, 2000. Under the agreement, Mr. Oppenheimer is entitled to
receive an annual salary of US$390,000 as well as a benefits package. In
addition, he is entitled to negotiate an annual bonus incentive plan with
Crystallex. Mr. Oppenheimer's incentive plan provides for the grant to him of
such number of options to purchase Common Shares as the Board of Directors deems
appropriate. If there is a change of control of Crystallex, Mr. Oppenheimer is
entitled to receive a lump sum payment equal to three times his annual salary,
bonus and benefits. Mr. Oppenheimer and Crystallex have agreed to terminate Mr.
Oppenheimer's agreement effective April 1, 2004. Mr. Oppenheimer ceased to be
Vice Chair of the Board on April 1, 2004 but remains a director of Crystallex.

Mr. Bruce's agreement sets out the terms on which Mr. Bruce will act as
President and Chief Executive Officer of Crystallex. The agreement is effective
September 22, 2003. Under the agreement, Mr. Bruce is entitled to receive an
annual salary of $500,000 and participate in Crystallex's benefit program. He is
also eligible for an annual bonus, based on performance, in the discretion of
the Board of Directors. At the time of his employment, Mr. Bruce received
400,000 options under Crystallex's Share Option Incentive Plan. The options vest
at the rate of one-third per year on the anniversary of the date of grant. If
there is a change of control of Crystallex or Crystallex sells substantially all
of its assets and, as a result, Mr. Bruce ceases to be President and Chief
Executive Officer, Mr. Bruce is entitled to receive a lump sum payment equal to
three times his annual salary and a continuation of his benefits for a period of
three years. Also, all of his unvested options will vest immediately.

Mr. Thomas' agreement sets out the terms on which Mr. Thomas will act as Chief
Operating Officer of Crystallex. The agreement is effective April 1, 2003. Under
the agreement, Mr. Thomas is entitled to receive an annual salary of $300,000
and an annual bonus of $50,000 and participate in Crystallex's benefit program.
He is also eligible for an additional annual bonus, based on performance, in the
discretion of the Board. If there is a change of control of Crystallex or
Crystallex sells substantially all of its assets and, as a result, Mr. Thomas
ceases to be Chief Operating Officer, Mr. Thomas is entitled to receive a lump
sum payment equal to two times his annual salary and a continuation of his
benefits for a period of two years.

Mr. Ross' agreement sets out the terms on which Mr. Ross will act as Executive
Vice-President and Corporate Counsel of Crystallex. The agreement is effective
July 1, 2002. Under the agreement, Mr. Ross is entitled to receive an annual
salary of $400,000 and participate in Crystallex's benefit program. In addition,
he is entitled to negotiate an annual bonus. If there is a change of control of
Crystallex or Crystallex sells substantially all of its assets and, as a result,
Mr. Ross ceases to be Executive Vice-President and Corporate Counsel, Mr. Ross
is entitled to receive his annual salary, bonus and benefits for a period of
three years or until the termination date of his agreement (December 31, 2006,
subject to renewal), whichever is greater.


                                       70

<PAGE>

Mr. Rosiak's agreement sets out the terms on which Mr. Rosiak will act as the
Chief Financial Officer of Crystallex. The agreement is effective the 3rd day of
September, 2002. Under the agreement, Mr. Rosiak is entitled to receive an
annual salary of $265,000 and participate in Crystallex's benefit program. He is
also eligible for an annual bonus, based on performance, in the discretion of
the Board. If there is a change of control of Crystallex or Crystallex sells
substantially all of its assets and, as a result, Mr. Rosiak ceases to be Chief
Financial Officer, Mr. Rosiak is entitled to receive a lump sum payment equal to
two times his annual salary and a continuation of his benefits for a period of
two years.


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

A.      MAJOR SHAREHOLDERS
        ------------------

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

(b)     The table below sets forth information as of May 3, 2004, with respect
        to any person who is known to Crystallex to be the owner of more than 5%
        of Crystallex's common voting securities outstanding and the total
        amount of common shares owned to the best knowledge of Crystallex, by
        the officers and directors of Crystallex as a group.

(c)     None of Crystallex's shareholders have different voting rights.

<TABLE>
<CAPTION>
                                                                                               PERCENTAGE OF
                                                            NO. OF                              OUTSTANDING
            NAME AND ADDRESS(1)                         COMMON SHARES                         COMMON SHARES(2)
            ----------------                            -------------                         ----------------

<S>                                                      <C>                                        <C>
     Cede & Co.                                          101,299,515                               56.4%
     Box 20
     Bowling Green Station
     New York, New York 10274

     CDS & Co.
     25 The Explanade                                                                              32.3%
     Box 1038, Station A                                  58,067,708
     Toronto, Ontario  M5E 1W5
</TABLE>

(1)      Clearing Agencies. Crystallex has no knowledge of the beneficial owners
         of these shares and, to the knowledge of the directors and senior
         officers of Crystallex, no person beneficially owns, directly or
         indirectly, or exercises control or direction over, shares carrying
         more than five percent of the voting rights attached to all shares of
         Crystallex entitled to be voted at the Meeting.

(2)      Shareholdings are shown as at May 3, 2004.

On May 3, 2004, the number and class of shares which Crystallex was authorized
to issue were an unlimited number of common shares, Class A preference shares,
and Class B preference


                                       71

<PAGE>

shares. As of May 3, 2004, none of the Class A or Class B preference shares have
been issued and 179,498,492 common shares were issued and outstanding. In
addition, 28,568,905 common shares were authorized for issuance for various
reasons, including for the exercise of stock options, finder's fee, exercise of
warrants issued in private placements, placement agent's fee for a private
placement, and exercise of warrants issued for convertible notes and broker's
fees.

The shareholder records of Crystallex's transfer agent, CIBC Mellon Trust
Company, indicate that as of May 3, 2004, there were a total of 424 United
States shareholders and institutions holding 114,502,043shares, which holdings
represented approximately 68% of Crystallex's then outstanding non-escrowed
common shares.

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

B.       RELATED PARTY TRANSACTIONS
         --------------------------

During 2003, Crystallex entered into the following material transactions with
related parties:

LEGAL FEES

   o  Gomez Cottin & Tejera-Paris: Gomez Cottin & Tejera-Paris are Crystallex's
      Venezuelan legal counsel. For a portion of 2003, Gomez Cottin &
      Tejera-Paris were considered a related party as Enrique Tejera-Paris, a
      principal of Gomez Cottin & Tejera-Paris, was a member of the Board of
      Directors of Crystallex. For the portion of the year that Gomez-Cottin &
      Tejera was a related party, they were paid $3,895,582 for providing legal
      advice to Crystallex.
   o  McMillan Binch LLP: McMillan Binch LLP provides legal services to
      Crystallex. David Matheson is counsel to McMillan Binch LLP and is a
      member of the Board of Directors of Crystallex. During 2003, McMillan
      Binch LLP was paid $484,896 for providing corporate legal services to
      Crystallex.

MANAGEMENT AND CONSULTING FEES

   o  Orion Securities Inc.: Orion Securities Inc. is an investment dealer that
      provided advisory services to Crystallex during 2003, and of which Mr.
      Robert Fung is an employee. He is Chairman of the Board of Directors of
      Crystallex. During 2003, Orion was paid $1,196,000 for advisory services
      (the payment was made in shares and warrants of Crystallex).
   o  Osprey Capital Partners: During 2003, Crystallex paid $520,000 to Osprey
      Capital Partners, a partnership in which Robert Fung is a minority
      partner. The payments to Osprey Capital Partners by Crystallex were for
      investment banking counselling provided by other partners of Osprey
      Capital Partners and Mr. Fung, which advice was unrelated to his role as
      Chairman of Crystallex.


                                       72

<PAGE>

   o  Riccio Consulting: Dr. Luca Riccio is the Vice President, Exploration for
      Crystallex. He is paid under a consulting arrangement for his services and
      in 2003 his company, Riccio Consulting, received payments of $214,018.
   o  Capital Markets Advisory Inc.: Michael Brown is the principal of Capital
      Markets Advisory Inc. and he is a member of the Board of Directors of
      Crystallex. During 2003, Crystallex paid $160,000 to Capital Markets
      Advisory Inc. for providing investor relations and other corporate
      advisory services to Crystallex.

DIRECTORS REMUNERATION

   o  Robert Fung: During 2003 Mr. Fung was paid $561,800, which was a one-time
      special bonus in recognition of Mr. Fung's contribution over the years to
      successfully securing the Las Cristinas properties.
   o  Harry Near: Harry Near is a member of the Board of Directors of
      Crystallex. During 2003 Mr. Near was paid $145,000, which was a one-time
      special bonus in recognition of Mr. Near's contribution over the years to
      successfully securing the Las Cristinas properties.
   o  David Matheson: David Matheson is a member of the Board of Directors of
      Crystallex. During 2003, Mr. Matheson was paid $75,000 for additional time
      and services as Chairman of the Audit Committee.

During 2002, Crystallex entered into the following transactions with related
parties:

         (a) Paid mineral property acquisition costs and expenses of $38,455,081
(2001 - $4,651,220; 2000 - $12,643,590) directly, or on behalf of Ventures
(Barbados) Ltd, a wholly owned subsidiary, including fees of $13,144,975 in 2002
(2001 - $3,129,283, 2000 - $2,753,031), to the Venezuelan law firm of Gomez
Cottin & Tejera Paris to assist Crystallex in acquiring the rights to Las
Cristinas. Enrique Tejera-Paris, a Crystallex director through June 2003 (see
"Management - Directors and Senior Management"), is the father of one of the
members of Gomez Cottin & Tejera Paris. The fees and expenses that Crystallex
paid to that law firm included fees and expenses for the legal and professional
services of other lawyers and professionals in Venezuela who were retained by
Gomez Cottin & Tejera Paris to assist in Crystallex matters.

(b) Paid or accrued consulting and management fees (including directors' fees)
in an aggregate amount of $606,249 (2001 - $665,835, 2000 -$619,530) to Messrs.
Armando Zullo ($18,668), Michael Brown ($9,478), Gordon Thompson ($18,668),
Harry Near ($28,145), David Matheson ($28,145), and to William Longden
($28,145), each of whom is a Crystallex director, Poseidon Financial Partners,
an entity affiliated with Robert Fung (Crystallex's Chairman), Borden Rosiak,
Crystallex's Chief Financial Officer, and Riccio Geoconsulting, an entity
controlled by Luca Riccio (Crystallex's Vice President of Exploration). See
"Management - Compensation." Included in this amount is a $215,000 consulting
fee paid to Riccio Geoconsulting, an $180,000 management fee paid to Poseidon
Financial Partners, and an $80,000 management fee paid to Mr. Rosiak. All noted
payments were made on normal commercial terms and were no less favorable to
Crystallex than Crystallex could have received from unaffiliated third parties.


                                       73

<PAGE>

(c) Paid or accrued legal fees of $23,815 (2001- $431,908, 2000 - $485,674). For
the year 2002, the fees relate to the law firm of McMillan Binch LLP. David
Matheson, counsel to that law firm, is a Crystallex director. In the years 2001
and 2000, the fees were paid to the law firm of McCarthy Tetrault, of which
Daniel Ross, a Crystallex director, was a partner of during 2000 and part of
2001. The amounts charged to Crystallex for the services provided have been
determined by negotiation among the parties, and in certain cases, are covered
by signed agreements. These transactions were in the normal course of operations
and were measured at the exchange value which represented the amount of
consideration established and agreed to by the related parties.

C.       INTERESTS OF EXPERTS AND COUNSEL
         --------------------------------

Not applicable.


                         ITEM 8 - FINANCIAL INFORMATION
                         ------------------------------

A.       CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
         -------------------------------------------------------

Financial Information

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

Audited financial statements for the fiscal years ended December 31, 2003, 2002,
and 2001 are included herewith, together with the auditor's reports for each of
these periods.

Legal Proceedings

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

Dividends

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

B.       SIGNIFICANT CHANGES
         -------------------

None.


                                       74

<PAGE>

                         ITEM 9 - THE OFFER AND LISTING
                         ------------------------------

A.       OFFER AND LISTING DETAILS
         -------------------------

(4) Crystallex's common shares trade on The Toronto Stock Exchange and on the
American Stock Exchange under stock symbol "KRY". The tables below are based on
information obtained from The Toronto Stock Exchange and from the American Stock
Exchange:

<TABLE>
<CAPTION>
                                               THE TORONTO STOCK
                                                    EXCHANGE
                                           PRICES IN CANADIAN DOLLARS


                                               FISCAL YEAR ENDED

---------------------------------------------------------------------------------------------------------------
                            2003                2002              2001               2000               1999
---------------------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>               <C>                <C>                <C>
        High                4.48                3.85              3.45               4.25               2.50
---------------------------------------------------------------------------------------------------------------
        Low                 1.00                1.89              0.99               1.19               0.74
---------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                              FISCAL QUARTER ENDED

---------------------------------------------------------------------------------------------------------------
                                             March 31            June 30           Sept. 30            Dec. 31
---------------------------------------------------------------------------------------------------------------
<S>                   <C>                      <C>                <C>                <C>                <C>
2004                  High                     5.00
---------------------------------------------------------------------------------------------------------------
                      Low                      3.15
---------------------------------------------------------------------------------------------------------------
                      Close                    4.02
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
2003                  High                     2.44               2.86               4.48               4.15
---------------------------------------------------------------------------------------------------------------
                      Low                      1.25               1.00               2.01               2.90
---------------------------------------------------------------------------------------------------------------
                      Close                    1.46               1.88               3.10               3.50
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
2002                  High                     3.30               3.79               3.85               3.61
---------------------------------------------------------------------------------------------------------------
                      Low                      2.53               2.10               2.02               1.89
---------------------------------------------------------------------------------------------------------------
                      Close                    3.15               2.71               3.72               2.33
---------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                                  MONTH ENDED

---------------------------------------------------------------------------------------------------------------
                       April           March          February         January         December        November
                        2004            2004            2004             2004            2003            2003
---------------------------------------------------------------------------------------------------------------
<S>                     <C>             <C>             <C>              <C>             <C>             <C>
      High              4.20            5.00            3.98             3.87            4.00            4.15
---------------------------------------------------------------------------------------------------------------
       Low              3.05            3.75            3.15             3.15            3.05            3.40
---------------------------------------------------------------------------------------------------------------
</TABLE>


                                       75

<PAGE>


<TABLE>
<CAPTION>
                                          THE AMERICAN STOCK EXCHANGE
                                             PRICES IN U.S. DOLLARS


                                               FISCAL YEAR ENDED

---------------------------------------------------------------------------------------------------------------
                            2003               2002               2001               2000               1999
---------------------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>               <C>                <C>                <C>
        High                3.25                2.46              2.20               2.81               1-3/4
---------------------------------------------------------------------------------------------------------------
        Low                 0.69                1.21              0.68               0.75                1/2
---------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                              FISCAL QUARTER ENDED

---------------------------------------------------------------------------------------------------------------
                                             March 31            June 30           Sept. 30            Dec. 31
---------------------------------------------------------------------------------------------------------------
<S>                   <C>                      <C>                <C>                <C>                <C>
2004                  High                     3.75
---------------------------------------------------------------------------------------------------------------
                      Low                      2.36
---------------------------------------------------------------------------------------------------------------
                      Close                    3.07
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
2003                  High                     1.55               2.15               3.25               3.20
---------------------------------------------------------------------------------------------------------------
                      Low                      0.85               0.69               1.38               2.17
---------------------------------------------------------------------------------------------------------------
                      Close                    1.04               1.39               2.31               2.76
---------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------
2002                  High                     2.10               2.46               2.46               2.30
---------------------------------------------------------------------------------------------------------------
                      Low                      1.59               1.26               1.28               1.21
---------------------------------------------------------------------------------------------------------------
                      Close                    1.99               1.79               2.29               1.46
---------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                  MONTH ENDED

---------------------------------------------------------------------------------------------------------------
                       April           March          February         January         December        November
                        2004            2004            2004             2004            2003            2003
---------------------------------------------------------------------------------------------------------------
<S>                     <C>             <C>             <C>              <C>             <C>             <C>
      High              3.22            3.75            3.04             3.02            3.05            3.20
---------------------------------------------------------------------------------------------------------------
       Low              2.11            2.78            2.35             2.36            2.34            2.58
---------------------------------------------------------------------------------------------------------------
</TABLE>

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

B.       PLAN OF DISTRIBUTION
         --------------------

Not applicable

C.       MARKETS
         -------

Crystallex's common shares trade on The Toronto Stock Exchange and on the
American Stock Exchange.


                                       76

<PAGE>

D.       SELLING SHAREHOLDERS
         --------------------

Not applicable

E.       DILUTION
         --------

Not applicable

F.       EXPENSES OF THE ISSUE
         ---------------------

Not applicable


                        ITEM 10 - ADDITIONAL INFORMATION
                        --------------------------------

A.       SHARE CAPITAL
         -------------

Not applicable

B.       MEMORANDUM AND ARTICLES OF ASSOCIATION
         --------------------------------------

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

The authorized share capital of Crystallex consists of an unlimited number of
common shares, an unlimited number of Class "A" preference shares and an
unlimited number of Class "B" preference shares. Each common share entitles the
holder to dividends if, as and when declared by the directors, to one vote at
all meetings of holders of common shares and to participate


                                       77

<PAGE>

ratably in any distribution of the assets of Crystallex upon liquidation,
dissolution or winding-up, subject to the prior rights of the holders of shares
ranking in priority to the common shares. The Class "A" preference shares and
Class "B" preference shares are issuable in series. Each such series may consist
of such number of shares and have such designation, rights, privileges,
restrictions and conditions attached thereto as may be determined by the board
of directors of Crystallex, subject to the provisions attached to the Class "A"
preference shares as a class or the Class "B" preference shares as a class, as
the case may be. The Class "A" preference shares and the Class "B" preference
shares shall each rank ahead of the common shares with respect to the
distribution of assets of Crystallex upon liquidation, dissolution or a
winding-up. The rights of holders of Crystallex common shares may only be
changed by articles of amendment. Articles of amendment require the passage of a
special resolution of shareholders.

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

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

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


                                       78

<PAGE>

C.       MATERIAL CONTRACTS (SINCE APRIL 30, 2002)
         -----------------------------------------

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

2. In late June, 2003, Crystallex, through its controlled subsidiaries, El
Callao Mining Corporation and ECM (Venco) Ltd., agreed to pay an amount of
US$514,755 to Corporacion Vengroup, S.A., Crystallex's partner in the
development of the El Callao properties in Venezuela. See Item 4D, Property.
Plants and Equipment: El Callao Properties - The Lo Increible Deposits. The
payment is in settlement of distributions claimed by Vengroup under the
shareholder agreement governing the relationship of the parties, as amended, as
a result of operations at the El Callao properties during the period from March
1, 2001 to March 31, 2003. Payment has been made in Crystallex common shares.

3. By agreement dated the 9th of October, 2003, Crystallex agreed to sell to
Uruguay Mineral Exploration Inc. the shares of all subsidiary companies holding
Crystallex Uruguayan gold mining assets. (See Item 4A, History and Development
of Crystallex, Important Acquistions and Devestitures Since January 1, 2000)

4. On March 23, 2004, Crystallex awarded to SNCL an EPCM contract to provide
services for the design, construction and commissioning of 20,000 tonnes per day
facility at Las Cristinas (See Item 4D, Property Plants and Equipment, Las
Cristinas 4, 5, 6 and 7, Engineering Procurement and Construction Management
(EPCM)).

5. On April 5, 2004, Crystallex entered into a letter agreement with BNP Paribas
("BNPP") appointing BNPP to provide Crystallex with assistance and services in
connection with the arrangement of debt financing for the Las Cristinas project.

6. By agreement dated as at 24th day of April, 2004 Crystallex entered into an
agreement with Biomin Technologies S. A. whereby Biomin undertook to complete
certain testwork on samples of ore from Crystallex's La Victoria Mine in order
to establish the feasability and design data for a full scale plant using
Biomin's proprietary BIOX(R) process.

D.       EXCHANGE CONTROLS
         -----------------

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


                                       79

<PAGE>

E.       TAXATION
         --------

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

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

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

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

(a)     Dividends on Crystallex's Common Shares

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


                                       80

<PAGE>

(b)      Capital Gains and Losses

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

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

F.       DIVIDENDS AND PAYING AGENTS
         ---------------------------

Not applicable

G.       STATEMENTS BY EXPERTS
         ---------------------

Not applicable

H.       DOCUMENTS ON DISPLAY
         --------------------

Copies of the documents referred to in this annual report may be inspected at
Crystallex's office at 18 King Street East, Suite 1210, Toronto, Ontario, Canada
M5C 1C4.

I.       SUBSIDIARY INFORMATION
         ----------------------

Not applicable


                                       81

<PAGE>

      ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
      ---------------------------------------------------------------------

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

Crystallex's variable rate debt consists solely of its long term bank financing
utilized to fund the acquisition of mineral properties. This bank debt bears
interest at LIBOR plus an applicable margin. Considering the amount of debt
outstanding as at December 31, 2003 ($Cdn 9.7 million), a rapid or large
increase in the base rate, LIBOR, would not have a material impact on
Crystallex's earnings statement.

GOLD CONTRACTS

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

Crystallex has adopted a policy to become hedge free as we hold the view that
the market ascribes a discount to derivatives. Crystallex plans to eliminate its
existing economic derivative commitments, which consist of call options sold and
forward sales contracts. This will be accomplished by repurchasing forward sales
and call option contracts at opportune times. To facilitate this approach,
Crystallex plans to negotiate with its counterparties to move certain
commitments to future periods.

Crystallex made considerable progress during 2003 in reducing the number of
hedged ounces of gold. Commitments under forward sales and call options were
reduced from 471,872 ounces to 350,025 ounces, a reduction of almost 122,000
ounces. This was accomplished by delivering gold production into forward sales
positions, buying back 25,000 ounces of forward sales (at a net cost of
approximately US$74 per ounce or US$1.84 million) and by retiring 37,640 ounces
of forward sales as part of the sale of the San Gregorio mine. At year-end,
Crystallex's contracted ounces represented just 3% of our reserves.

As tabled below, at December 31, 2003, Crystallex's derivative position was
comprised of 125,856 ounces of fixed forward contracts at an average price of
US$305 per ounce, and 224,169 ounces of call options sold at an average price of
US$303 per ounce.

                           [table begins on next page]


                                       82

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                         2004           2005            2006          TOTAL
<S>                                                   <C>            <C>              <C>           <C>
Fixed Forward Gold Sales (ounces)                      43,430         42,430          39,996        125,856
Average Price (US$/ounce)                                $300           $305            $310           $305
Written Gold Call Options (ounces)                    127,237         94,932           2,000        224,169
Average Exercise Price (US$/ounce)                       $298           $309            $348           $303
TOTAL (OUNCES)                                        170,667        137,362          41,996        350,025
AVERAGE PRICE (US$/OUNCE)                                $299           $308            $312           $304
-----------------------------------------------------------------------------------------------------------
</TABLE>

Accounting for Derivative Instruments

Crystallex's existing forward sales and call options are designated as
derivatives so they do not qualify for the normal sales exemption (or hedge
accounting) for accounting treatment. Crystallex's metal trading contracts are
recorded on the Balance Sheet at fair market value. Crystallex has no
off-balance sheet gold contracts. Changes in the fair value of derivatives
recorded on the Balance Sheet are recorded in earnings as an unrealized
non-hedge derivative (loss) gain in the Statement of Operations. The gains and
losses occur because of changes in commodity prices and interests rates.

The variation in the fair market value of options and forwards from period to
period can cause significant volatility in earnings; however, this fair market
value adjustment is a non-cash item that will not impact Crystallex's cash flow.
For the year, the total unrealized mark-to-market loss on the non-hedge
derivative positions was $19.4 million. In addition, realized losses of $2.3
million arising from financial settlement of contracts were also recognized.

Mark-to-Market (Fair Value)

At December 31, 2003, the unrealized mark-to-market value of Crystallex's gold
forward sales and call options, calculated at a year end spot price of US$415
per ounce was negative $52.6 million. This fair value is recorded on the Balance
Sheet as a liability (Deferred Credit) and represents the replacement value of
these contracts based upon the spot gold price at year-end and does not
represent an obligation for payment. Crystallex's obligations under the forward
sales contracts are to deliver an agreed upon quantity of gold at a
predetermined price by the maturity date of the contract, while delivery
obligations under the call options sold are contingent upon the price of gold
and will take effect if the gold price is above the strike price of the relevant
contract at its maturity date and the option is exercised by the option holder.

In circumstances where Crystallex is unable to meet the obligations under the
fixed forward sales or call options, Crystallex may negotiate with the
counterparty to defer the expiry date of the forward sale or call option,
purchase gold in the market, or settle the positions financially. If Crystallex
were to purchase gold in the market or settle the contracts financially, it
would result in a reduction of Crystallex's cash. The table below illustrates
the cash requirement if Crystallex had to financially settle contract positions
in excess of planned production. The analysis assumes Crystallex proceeds with a
Bio Oxidation operation at La Victoria, the Albino mine is developed on schedule
and excludes future Las Cristinas production. It also assumes Crystallex


                                       83

<PAGE>

is unable to roll existing contracts to future periods. The December 31, 2003
spot gold price of US$415 per ounce is used.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
US$ MILLIONS                                         2004          2005         2006         TOTAL
<S>                                               <C>           <C>           <C>          <C>
Total ounces Committed                            170,667       137,362       41,996       350,025
Planned Production                                 50,000        75,000       65,000       190,000
Excess Committed Ounces                           120,667        62,362          nil       183,029
Average Committed Price (US$/oz)                     $299          $308         $312          $302(1)
Average Assumed Spot Price (US$/oz)                  $415          $415         $415          $415
CASH REQUIRED TO SETTLE EXCESS POSITIONS            $14.0          $6.7          NIL         $20.7
-----------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents the average price for the years 2004 and 2005 in which there are
excess committed ounces.

Crystallex cautions readers not to place undue reliance on the projected
production figures illustrated above. Predictions and forecasts involve inherent
risks and uncertainties. As described in Item 3D, "Key Information - Risk
Factors", a number of factors could cause actual results to differ from plans.



        ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
        ----------------------------------------------------------------

Not Applicable

                                     PART II

            ITEM 13 - DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
            ---------------------------------------------------------

None

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

A.       Not Applicable

B.       Crystallex Rights Plan

In 1997, Crystallex's Board of Directors adopted, and the shareholders approved,
a rights plan ("Rights Plan"), in part to prevent third parties from exploiting
the situation created by Crystallex's original acquisition of the Cristinas 4
and 6 Concessions in Venezuela. The purpose of the Rights Plan is to give
adequate time for shareholders of Crystallex to properly assess the merits of a
bid without undue pressure and to allow competing bids to emerge. The Rights
Plan is designed to give the Board of Directors time to consider alternatives to
allow shareholders to receive full and fair value for their Common Shares and to
discourage unfriendly takeover attempts.


                                       84

<PAGE>

The effect of the Rights Plan, when triggered, is that each current Crystallex
shareholder will have the right to purchase, for the exercise price of the
rights, Crystallex's common shares having a value (based on the then prevailing
market price) equal to twice such exercise price (i.e., at a 50 percent
discount). The exercise price of the rights will be equal to five times the
prevailing market price at a specified time. The Board of Directors believes
that the adoption of the Rights Plan does not affect the duty of the Board of
Directors to act honestly and in good faith with a view to the best interests of
Crystallex and its shareholders. Crystallex's shareholders reapproved the plan
in 2003.

C.       Not Applicable.

D.       Not Applicable.

E.       USE OF PROCEEDS
         ---------------

Not Applicable

                        ITEM 15 - CONTROLS AND PROCEDURES
                        ---------------------------------

Crystallex, on April 15, 2004, adopted a Corporate Governance Statement, a copy
of which is included as Exhibit 12.3 to this Form 20-F Annual Report. The
corporate governance practices described in the Statement have been developed
taking into account recent and proposed changes in corporate governance
standards applicable to Crystallex in Canada and the United States. Crystallex
believes that its corporate governance practices comply with the guidelines of
the TSX and the rules of the AMEX currently applicable to it. In accordance with
the Statement, Crystallex has also adopted a Code of Business Conduct and
Ethics, a copy of which is included as Exhibit 11.1 to this Form 20-F Annual
Report. In the implementation of the Corporate Governance Statement, Crystallex
has further taken the following actions:

      a)    It has reconstituted the Board Committees so that the Board of
            Directors of the Corporation now has the following committees:

            i)    Audit Committee - Composed of three Directors
            ii)   Nominating and Compensation Committee - Composed of two
                  Directors
            iii)  Corporate Governance Committee - Composed of three Directors
            iv)   Finance and Risk Management Committee - Composed of six
                  Directors
            v)    Environment, Health and Safety Committee - Composed of five
                  Directors

      b)    It has established the following management committees:

            i)    Executive Management Committee - Composed of the Chief
                  Executive Officer and his senior managers
            ii)   Disclosure Committee - Composed of the Chief Executive
                  Officer, Executive Vice President & Corporate Counsel, Chief
                  Financial Officer, Vice President, Investor Relations and a
                  designated representative of the Board of Directors


                                       85

<PAGE>

      c)    It has designated one of the independent Directors of the Board as a
            Lead Director

      d)    It has prepared and approved:

            i)    Charters for the Board, Board Committees and Management
                  Committees incorporating current and anticipated requirements
                  of corporate governance regulations and policies
            ii)   Position descriptions for the Chair, Vice Chair, Lead Director
                  and Chief Executive Officer
            iii)  A policy on the independence of Directors
            iv)   A Corporate Governance Statement
            v)    A Code of Business Conduct and Ethics
            vi)   A Statement of Policies and Procedures with respect to
                  confidentiality, disclosure, insider trading and tipping and
                  insider reporting.

The Chief Financial Officer, in conjunction with Corporate Counsel, is
responsible for annual and quarterly earnings releases and financial statements,
quarterly reports and the management discussion and analysis of financial
information ("MD&A"). All earnings releases, financial statements, quarterly
reports and MD&A are reviewed first by the Disclosure Committee, then by the
Audit Committee or the Board of Directors in advance of public release.

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

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

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


                   ITEM 16A - AUDIT COMMITTEE FINANCIAL EXPERT
                   -------------------------------------------

As a result of its review of corporate governance and the adoption and approval
of the Corporate Governance Statement, the membership of Crystallex's Audit
Committee now consists of three directors, all of whom are independent (as
determined by the Board in accordance with the Policy on Independence of
Directors) and financially literate (ie, have the ability to read and understand
a set of financial statements that present a breadth and complexity of the
accounting


                                       86

<PAGE>

issues that can reasonably be expected to be raised by the financial
statements of Crystallex). The Chairman of the Audit Committee, Mr. van't Hof,
is also considered financially sophisticated due to his past 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.



                            ITEM 16B - CODE OF ETHICS
                            -------------------------

Crystallex has adopted a Code of Business Conduct and Ethics, a copy of which is
included as Exhibit 11.1 to this Form 20-F Annual Report.



                ITEM 16C - PRINCIPAL ACCOUNTANT FEES AND SERVICES
                -------------------------------------------------

Set out below are Crystallex's accountants' fees and services incurred for the
years 2003 and 2002 (in Cdn$):

--------------------------------------------------------------------------------
        TYPE                               2003                        2002
--------------------------------------------------------------------------------
Audit Fee                             $   1,037,174                $   506,830
--------------------------------------------------------------------------------
Audit-Related Fee (1)                 $     167,763                    241,132
--------------------------------------------------------------------------------
Tax Fee (2)                                    NIL                      22,103
--------------------------------------------------------------------------------
All Other Fees (3)                    $      35,000                     18,185
--------------------------------------------------------------------------------
     TOTALS                           $   1,239,937                $   788,250
--------------------------------------------------------------------------------

(1) Consisting of a review of third quarter 2003 financial statements as well as
an analysis of the first and second quarter 2003 statements presented to
Crystallex's audit committee and assisting Crystallex on its responses to
various securities regulatory agencies filings.
(2) Consisting of preparing certain of Crystallex's Canadian and foreign tax
returns.
(3) Consisting of reviewing Crystallex's short form prospectus filing
in Canada and pro-forma financial statements in connection with its financing
activities and reviewing Crystallex's accounting treatment for its acquisition
of El Callao Mining Corp and Bolivar Goldfields.



      ITEM 16D - EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
      ---------------------------------------------------------------------

  Not Applicable


     ITEM 16E - PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
     ----------------------------------------------------------------------
                                   PURCHASERS
                                   ----------

  Not Applicable


                                       87

<PAGE>

                                    PART III
                                    --------


                         ITEM 17 - FINANCIAL STATEMENTS
                         ------------------------------

Not Applicable.


                         ITEM 18 - FINANCIAL STATEMENTS
                         ------------------------------

Audited financial statements for the fiscal years ending December 31, 2003,
2002, and 2001, together with the auditor's reports for each of these periods,
are annexed to this report, beginning on page 89.



                               ITEM 19 - EXHIBITS
                               ------------------


11.1     Code of Business Conduct and Ethics

12.1     Certification of Todd Bruce pursuant to Section 906 of the Sarbanes-
         Oxley Act of 2002.

12.2     Certification of Borden D. Rosiak pursuant to Section 906 of the
         Sarbanes-OxleyAct of 2002.

12.3     Corporate Governance Statement

12.4     Employment agreement as of January 1, 2004, between Crystallex and
         Robert A. Fung.

12.5     Employment agreement as of September 22, 2003, between Crystallex and
         Todd Bruce.

12.6     Employment agreement as of July 1, 2002, between Crystallex and
         Daniel R. Ross.

12.7     Employment agreement as of September 3, 2002, between Crystallex and
         Borden Rosiak.

12.8     EPCM contract dated March 23, 2004, between Crystallex and SNCL for
         SNCL to provide services for the design, construction and commissioning
         of 20,000 tonnes per day facility at Las Cristinas, without appendices.

12.9     Letter agreement dated April 5, 2004, between Crystallex and BNP
         Paribas ("BNPP"), appointing BNPP to provide Crystallex with assistance
         and services in connection with the arrangement of debt financing for
         the Las Cristinas project.

12.10    Agreement dated as of April 24, 2004, between Crystallex and Biomin
         Technologies S. A., whereby Biomin undertook to complete certain
         testwork on samples of ore from Crystallex's La Victoria Mine in order
         to establish the feasability and design data for a full scale plant
         using Biomin's proprietary BIOX(R) process, without schedules 3-6.


                                       88

<PAGE>


Consolidated Financial Statements of


CRYSTALLEX INTERNATIONAL
CORPORATION


December 31, 2003, 2002 and 2001


                         (Expressed in Canadian dollars)


                                       89

<PAGE>




                       [DELOITTE & TOUCHE LLP LETTERHEAD]




INDEPENDENT AUDITORS' REPORT

To the Shareholders of
Crystallex International Corporation

We have audited the consolidated balance sheets of Crystallex International
Corporation as at December 31, 2003 and 2002 and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
years in the three-year period ended December 31, 2003. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2003
and 2002 and the results of its operations and its cash flows for each of the
years in the three-year period ended December 31, 2003 in accordance with
Canadian generally accepted accounting principles.



"DELOITTE & TOUCHE LLP"



Chartered Accountants


Toronto, Ontario
April 14, 2004


                                       90

<PAGE>


                                                                          Page
                                                                          ----

Consolidated Balance Sheet                                                F-1


Consolidated Statements of Operations                                     F-2


Consolidated Statements of Cash Flows                                     F-3


Consolidated Statements of Shareholders' Equity                           F-4


Notes to the Consolidated Financial Statements                     F-5 - F-41


                                       91

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31
(EXPRESSED IN CANADIAN DOLLARS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                        2003                2002
                                                    -------------       -------------
<S>                                                 <C>                 <C>
ASSETS
CURRENT

  Cash and cash equivalents                         $  33,863,448       $   5,695,130
  Accounts receivable - trade                           1,112,563           2,332,437
  Accounts receivable - other (Note 13)                 2,700,000                  --
  Production inventories (Note 3)                       2,263,767           8,544,920
  Prepaid expenses and other                            1,219,029             745,730
  Due from related parties (Note 9)                            --              88,164
-------------------------------------------------------------------------------------
                                                       41,158,807          17,406,381
INVESTMENT (Note 4)                                            --             729,329
PROPERTY, PLANT AND EQUIPMENT (Note 5)                132,171,443         154,303,830
DEFERRED CHARGE (Note 14)                                      --           7,765,576
DEFERRED FINANCING FEES (Note 6)                          194,598           2,162,868
-------------------------------------------------------------------------------------
TOTAL ASSETS                                        $ 173,524,848       $ 182,367,984
=====================================================================================

LIABILITIES
CURRENT

  Accounts payable and accrued liabilities          $   9,005,683       $  17,385,724
  Due to related parties                                       --             245,925
  Current portion of deferred credit (Note 14)         26,117,994          11,401,347
  Current portion of long-term debt (Note 7)            1,335,344           7,850,256
-------------------------------------------------------------------------------------
                                                       36,459,021          36,883,252
RECLAMATION PROVISION                                          --           1,048,726
LONG-TERM DEBT (Note 7)                                 8,373,406          26,206,277
DEFERRED CREDIT (Note 14)                              26,490,059          35,001,677
-------------------------------------------------------------------------------------
                                                       71,322,486          99,139,932
-------------------------------------------------------------------------------------
MINORITY INTEREST                                         143,517             143,517
-------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (Note 14)

SHAREHOLDERS' EQUITY

SHARE CAPITAL (Note 8)                                257,149,521         193,349,000
SPECIAL WARRANTS (Note 8)                              16,282,987           4,557,450
EQUITY COMPONENT OF CONVERTIBLE
   NOTES (Note 7)                                              --           3,878,322
CONTRIBUTED SURPLUS (Note 8)                           36,007,442           5,801,535
DEFICIT                                              (207,381,105)       (124,501,772)
-------------------------------------------------------------------------------------
                                                      102,058,845          83,084,535
-------------------------------------------------------------------------------------
                                                    $ 173,524,848       $ 182,367,984
=====================================================================================
</TABLE>

(Signed) "Todd Bruce", Director (Signed) "Johan van't Hof", Director

The accompanying notes are an integral part of the consolidated financial
statements.

                                       F-1

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31
(EXPRESSED IN CANADIAN DOLLARS)

<TABLE>
<CAPTION>

                                                      2003                2002                2001
                                                 -------------       -------------       -------------
<S>                                              <C>                 <C>                 <C>
MINING REVENUE                                   $  15,566,511       $  13,317,819       $  16,005,855
------------------------------------------------------------------------------------------------------

OPERATING EXPENSES
  Operations                                        16,240,363          15,191,619          11,696,769
  Amortization                                       1,419,589           1,091,823           1,300,675
  Depletion                                          2,761,533           2,132,964           2,214,550
------------------------------------------------------------------------------------------------------
                                                    20,421,485          18,416,406          15,211,994
------------------------------------------------------------------------------------------------------
OPERATING (LOSS) INCOME                             (4,854,974)         (5,098,587)            793,861
------------------------------------------------------------------------------------------------------

OTHER EXPENSES
  Amortization                                         365,135             329,288             471,530
  Interest on long-term debt                         1,299,928           2,148,453             984,631
  General and administrative                        22,387,757           8,985,885           4,767,348
------------------------------------------------------------------------------------------------------
                                                    24,052,820          11,463,626           6,223,509
------------------------------------------------------------------------------------------------------

NON-HEDGE DERIVATIVE
  LOSS (Note 14)                                   (21,684,044)        (34,810,096)           (310,822)
------------------------------------------------------------------------------------------------------

LOSS BEFORE OTHER ITEMS                            (50,591,838)        (51,372,309)         (5,740,470)
------------------------------------------------------------------------------------------------------

OTHER ITEMS
  Interest and other income                            263,631              77,509             107,325
  Foreign exchange (loss) gain                      (4,467,528)            918,078          (1,947,803)
  Loss on sale and write-down of
    marketable securities                             (216,486)           (210,572)         (2,003,338)
  Write-down of mineral properties (Note 5)        (23,014,421)         (2,134,678)        (25,001,776)
  Minority interest                                         --                  --             169,800
------------------------------------------------------------------------------------------------------
                                                   (27,434,804)         (1,349,663)        (28,675,792)
------------------------------------------------------------------------------------------------------
LOSS FROM CONTINUING OPERATIONS                    (78,026,642)        (52,721,972)        (34,416,262)
LOSS FROM DISCONTINUED OPERATIONS (Note 13)         (4,027,210)         (3,737,840)         (8,136,179)
------------------------------------------------------------------------------------------------------
NET LOSS FOR THE YEAR                            $ (82,053,852)      $ (56,459,812)      $ (42,552,441)
======================================================================================================
BASIC NET LOSS PER SHARE
  Continuing operations                          $       (0.67)      $       (0.63)      $       (0.50)
  Discontinued operations                                (0.03)              (0.04)              (0.12)
------------------------------------------------------------------------------------------------------
                                                 $       (0.70)      $       (0.67)      $       (0.62)
======================================================================================================

BASIC WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING                            118,309,198          84,441,287          69,117,738
======================================================================================================
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                       F-2

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31
(EXPRESSED IN CANADIAN DOLLARS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                             2003               2002               2001
                                                         ------------       ------------       ------------
<S>                                                      <C>                <C>                <C>
CASH FLOWS FROM CONTINUING
  OPERATING ACTIVITIES
    Loss for the year - continuing operations            $(78,026,642)      $(52,721,972)      $(34,416,262)
    Adjustments to reconcile loss to net cash
     used in operating activities:
      Amortization and depletion                            4,546,257          3,554,075          3,986,755
      Unrealized foreign exchange loss                        691,768          4,237,293          2,377,045
      Gain on loan conversion                                      --                 --           (996,913)
      Interest on long-term debt                                   --                327            347,690
      Management and consulting fees                        2,011,457            110,955            193,739
      Minority interest                                            --                 --           (169,800)
      Unrealized non-hedge derivative loss                 19,352,704         34,187,017          4,119,293
      Loss on sale and write-down of
        marketable securities                                 216,486            210,572          2,003,338
      Write-down of mineral properties                     23,014,421          2,134,678         25,001,776
  Changes in other operating assets and liabilities
    (net of effects from
    purchase of subsidiaries):

    (Increase) decrease in accounts receivable             (2,576,107)           352,181           (868,888)
    Increase in production inventories                     (1,499,936)          (609,009)        (1,559,387)
    (Increase) decrease in prepaid expenses
      and other                                              (962,166)           976,023            850,025
    Decrease (increase) in due from related parties            88,164           (115,256)            26,883
    (Decrease) increase in accounts payable and
      accrued liabilities                                    (918,533)         1,738,312            321,396
    (Decrease) increase in due to related parties            (245,925)           247,485            145,322
    Increase in deferred credit                                    --          1,148,771          2,955,493
-----------------------------------------------------------------------------------------------------------
                                                          (34,308,052)        (4,548,548)         4,317,505
-----------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of subsidiaries (net of cash acquired)                  --                 --         (5,349,761)
  Purchase of property, plant and equipment               (12,298,887)       (42,236,842)        (9,631,340)
  Sale (purchase) of marketable securities                    512,841            (64,000)            (8,000)
-----------------------------------------------------------------------------------------------------------
                                                          (11,786,046)       (42,300,842)       (14,989,101)
-----------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common shares for cash                        9,403,552          7,284,107          9,743,922
  Special warrants and warrants                            61,688,921          4,557,450                 --
  Debt borrowings                                           4,052,842         30,365,399         11,607,595
  Debt repayments                                          (2,048,247)          (771,120)                --
  Deferred financing fees                                          --         (2,005,074)        (1,292,102)
-----------------------------------------------------------------------------------------------------------
                                                           73,097,068         39,430,762         20,059,415
-----------------------------------------------------------------------------------------------------------

CASH FLOWS FROM CONTINUING OPERATIONS                      27,002,970         (7,418,628)         9,387,819
CASH FLOWS FROM DISCONTINUED OPERATIONS                     1,165,348         (1,296,073)           603,570
-----------------------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                     28,168,318         (8,714,701)         9,991,389
CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                                         5,695,130         14,409,831          4,418,442
-----------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS,
  END OF YEAR                                            $ 33,863,448       $  5,695,130       $ 14,409,831
===========================================================================================================

</TABLE>

Supplemental disclosure with respect to cash flows (Note 11)

The accompanying notes are an integral part of the consolidated financial
statements.

                                       F-3

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31
(EXPRESSED IN CANADIAN DOLLARS)

<TABLE>
<CAPTION>

                                                     Number of                       Number of
                                                       Common                         Special
                                                       Shares          Amount        Warrants         Amount
                                                    --------------------------------------------------------------
<S>                                                 <C>            <C>               <C>           <C>
Balance at December 31, 2000                         59,154,221    $ 130,668,458      1,025,000    $  1,387,809
 Shares issued:

  On exercise of options                                340,000          468,700             --              --
  On conversion of warrants                           1,460,443        2,318,889             --              --
  For directors' fees                                    65,466          104,550             --              --
  For legal fees                                      1,200,000        2,385,000             --              --
  For El Callao                                       3,987,535        5,150,520             --              --
  For Las Cristinas                                   1,035,689        2,597,247             --              --
  On conversion of notes                              3,199,055        3,803,591             --              --
  On settlement of bank loan                          4,701,615       13,214,573             --              --
  For broker fees                                        67,059           89,189             --              --
 Warrants issued with convertible notes                      --               --             --              --
 Conversion of special warrants                       1,025,000        1,387,809     (1,025,000)     (1,387,809)
 Shares and warrants issued for private placement     3,111,111        3,162,042             --              --
 Warrants expired during the year                            --               --             --              --
 Equity component of convertible notes                       --               --             --              --
 Net loss for the year                                       --               --             --              --
-
------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2001                         79,347,194      165,350,568             --              --
 Shares issued:
  On exercise of options                              1,104,500        1,615,650             --              --
  On conversion of warrants                           2,495,125        6,251,422             --              --
  For directors' fees                                    42,612          110,955             --              --
  For mineral property                                  282,554          873,182             --              --
  For El Callao dispute settlement                      677,711        1,714,609             --              --
  For finders fee                                        35,430           78,655             --              --
  On conversion of notes                              7,737,152       17,353,959             --              --
 Special warrants issued for cash                            --               --      2,252,500       4,557,450
 Warrants issued with convertible notes                      --               --             --              --
 Equity component of convertible notes                       --               --             --              --
 Net loss for the year                                       --               --             --              --
-
------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2002                         91,722,278      193,349,000      2,252,500       4,557,450
 Shares issued:
  On exercise of options                                270,000          442,500             --              --
  On conversion of warrants                           4,803,457       11,169,788             --              --
  For directors' fees                                    40,080           82,523             --              --
  In settlement of mineral property dispute             229,283          732,934             --              --
  For settlement of bank loan and bank fees           2,348,184        2,897,002             --              --
  For financial advisory fees                           350,000          863,000             --              --
  For finders fee                                        61,695          157,856             --              --
  For legal fees                                      1,281,124        2,969,416             --              --
  On conversion of notes                             17,036,967       23,950,966             --              --
 Conversion of special warrants                      17,260,455       20,534,536    (17,260,455)    (20,534,536)
 Special warrants and warrants issued for cash               --               --     27,807,955      32,260,073
 Warrants issued for consulting fee                          --               --             --              --
 Warrants issued with convertible notes                      --               --             --              --
 Warrants issued with promissory notes                       --               --             --              --
 Warrants expired during the year                            --               --             --              --
 Options issued to non-employees                             --               --             --              --
 Warrants extended during the year                           --               --             --              --
 Net loss for the year                                       --               --             --              --
-
------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2003                        135,403,523    $ 257,149,521     12,800,000    $ 16,282,987
==================================================================================================================

<CAPTION>

                                                                                                   Equity
                                                                                                Component of
                                                    Number of     Contributed                    Convertible
                                                    Warrants        Surplus         Deficit          Notes            Total
                                                    --------------------------------------------------------------------------
<S>                                                 <C>         <C>           <C>                <C>             <C>
Balance at December 31, 2000                         8,994,000     $ 631,506   $ (25,489,519)    $        --     $ 107,198,254
 Shares issued:
  On exercise of options                                    --            --              --              --           468,700
  On conversion of warrants                         (1,460,443)           --              --              --         2,318,889
  For directors' fees                                       --            --              --              --           104,550
  For legal fees                                            --            --              --              --         2,385,000
  For El Callao                                             --            --              --              --         5,150,520
  For Las Cristinas                                         --            --              --              --         2,597,247
  On conversion of notes                                    --            --              --              --         3,803,591
  On settlement of bank loan                                --            --              --              --        13,214,573
  For broker fees                                           --            --              --              --            89,189
 Warrants issued with convertible notes              2,666,938        84,105              --              --            84,105
 Conversion of special warrants                             --            --              --              --                --
 Shares and warrants issued for private placement    3,111,111     3,699,935              --              --         6,861,977
 Warrants expired during the year                   (2,333,334)           --              --              --                --
 Equity component of convertible notes                      --            --              --       1,557,302         1,557,302
 Net loss for the year                                      --            --     (42,552,441)             --       (42,552,441)
-------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2001                        10,978,272     4,415,546     (68,041,960)      1,557,302       103,281,456
 Shares issued:
  On exercise of options                                    --            --              --              --         1,615,650
  On conversion of warrants                         (2,495,125)     (572,804)             --              --         5,678,618
  For directors' fees                                       --            --              --              --           110,955
  For mineral property                                      --            --              --              --           873,182
  For El Callao dispute settlement                          --            --              --              --         1,714,609
  For finders fee                                           --            --              --              --            78,655
  On conversion of notes                                    --            --              --      (1,557,302)       15,796,657
 Special warrants issued for cash                           --            --              --              --         4,557,450
 Warrants issued with convertible notes              3,195,023     1,958,793              --              --         1,958,793
 Equity component of convertible notes                      --            --              --       3,878,322         3,878,322
 Net loss for the year                                      --            --     (56,459,812)             --       (56,459,812)
-------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2002                        11,678,170     5,801,535    (124,501,772)      3,878,322        83,084,535
 Shares issued:
  On exercise of options                                    --            --              --              --           442,500
  On conversion of warrants                         (4,803,457)   (2,208,736)             --              --         8,961,052
  For directors' fees                                       --            --              --              --            82,523
  In settlement of mineral property dispute                 --            --              --              --           732,934
  For settlement of bank loan and bank fees                 --            --              --              --         2,897,002
  For financial advisory fees                               --            --              --              --           863,000
  For finders fee                                           --            --              --              --           157,856
  For legal fees                                            --            --              --              --         2,969,416
  On conversion of notes                                    --            --              --      (3,878,322)       20,072,644
 Conversion of special warrants                             --            --              --              --                --
 Special warrants and warrants issued for cash      13,903,977    29,428,848              --              --        61,688,921
 Warrants issued for consulting fee                    900,000     1,379,985              --              --         1,379,985
 Warrants issued with convertible notes                150,000       278,057              --              --           278,057
 Warrants issued with promissory notes                 450,000       241,261              --              --           241,261
 Warrants expired during the year                   (2,235,918)           --              --              --                --
 Options issued to non-employees                            --       261,011              --              --           261,011
 Warrants extended during the year                          --       825,481        (825,481)             --                --
 Net loss for the year                                      --            --     (82,053,852)             --       (82,053,852)
-------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2003                        20,042,772  $ 36,007,442  $ (207,381,105)    $        -- $ 102,058,845
===============================================================================================================================
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                       F-4

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION NOTES TO THE
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


1. NATURE OF OPERATIONS

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

2. SIGNIFICANT ACCOUNTING POLICIES

    Basis of presentation of consolidated financial statements

    The consolidated financial statements of Crystallex are prepared by
    management in accordance with accounting principles generally accepted in
    Canada and, except as described in Note 17, conform in all material respects
    with accounting principles generally accepted in the United States of
    America.

    The principal accounting policies followed by the Company, which have been
    consistently applied in the preparation of these consolidated financial
    statements, are summarized as follows:

    Principles of consolidation

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

    Translation of foreign currencies

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

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

    Cash and cash equivalents

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

    Marketable securities

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

                                       F-5

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    Long-term investment securities

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

    Allowance for doubtful accounts

    The Company establishes an allowance for doubtful accounts on a specific
    account basis. No allowance for doubtful accounts was recorded by the
    Company as at December 31, 2003 and December 31, 2002.

    Plant and equipment

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

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

  Mineral properties and deferred exploration and development expenditures

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

                                       F-6

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    Property evaluations

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

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

    Production inventories

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

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

    Income taxes

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

    Reclamation costs

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

                                       F-7

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    Revenue recognition

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

    Deferred financing fees

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

    Income/loss per share

    Income/loss per share is calculated using the weighted-average number of
    common shares outstanding during the year plus outstanding warrants that are
    unconditionally convertible into common shares. Diluted income per share is
    calculated using the treasury stock method.

    Commodity derivative contracts

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

    Premiums received at the inception of written call options are initially
    recognized on the balance sheet as a liability. Unrealized gains and losses
    arising from changes in the fair value of the liability related to both
    fixed forward contracts and written call options and realized gains/losses
    on commodity derivative contracts which are either settled financially or
    through physical delivery, are recognized in the Statement of Operations in
    the period of the change or settlement as a non-hedge derivative loss/gain.

    Stock-based compensation plan

    The Company has a stock option plan for employees and directors. The Company
    records no compensation expense in the Statement of Operations on the date
    of granting the options to the employees under the plan. The Company does
    however, disclose additional information for options granted to employees,
    including disclosure of pro forma earnings and pro forma earnings per share
    as if the fair value based accounting method had been used to account for
    employee stock options.

    The Company accounts for all stock-based payments to non-employees and
    employee awards that are direct awards of stock, call for settlement in cash
    or other assets, or are stock appreciation rights that call for settlement
    by the issuance of equity instruments, using the fair value-based method.

                                       F-8

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    Use of estimates

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

    Reclassification

    Certain comparative figures have been reclassified to conform with the
    presentation adopted in the current year.

3. PRODUCTION INVENTORIES

                                       2003               2002
                                   -----------        -----------

    Gold in dore                   $   847,800        $   870,186
    Gold in process                    208,375            663,882
    Stockpiled ore                     230,994            141,117
    Consumables and spare parts        976,598          6,869,735
    -------------------------------------------------------------
                                   $ 2,263,767        $ 8,544,920
    =============================================================


4. INVESTMENT

    The Company acquired the common shares of a publicly listed company in prior
    years, with the intention of holding these shares as a long-term investment.
    These shares were disposed of during 2003. The quoted market value of the
    long-term investment at December 31, 2002 was $816,000.

                                       F-9

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------



5. PROPERTY, PLANT AND EQUIPMENT

    The components of property, plant and equipment at December 31, are as
    follows:

                                                     2003
                                -----------------------------------------------
                                                  ACCUMULATED
                                   COST, NET      AMORTIZATION
                                      OF              AND            NET BOOK
                                   WRITE-DOWN      DEPLETION           VALUE
                                ---------------  --------------   -------------
    Plant and equipment         $   21,043,180   $  5,645,397     $  15,397,783
    Mineral properties             117,093,989      5,417,228       111,676,761
    Deferred exploration and
     development expenditures        5,980,277        883,378         5,096,899
    ---------------------------------------------------------------------------
                                $  144,117,446   $ 11,946,003     $ 132,171,443
    ===========================================================================

                                                     2002
                                -----------------------------------------------
                                                  Accumulated
                                    Cost, Net     Amortization
                                       of             and            Net Book
                                    Write-down     Depletion          Value
                                ---------------  --------------   -------------
    Plant and equipment         $   60,435,141   $ 36,751,308     $  23,683,833
    Mineral properties             126,937,198      5,082,643       121,854,555
    Deferred exploration and
      development expenditures      10,232,150      1,466,708         8,765,442
    ---------------------------------------------------------------------------
                                $  197,604,489   $ 43,300,659     $ 154,303,830
    ===========================================================================
    Costs of mineral properties represent acquisition costs, net of write-downs,
    related to the following:

                                               2003                  2002
                                          --------------         -------------
    Albino 1 Concession                   $    7,338,381         $   7,338,381
    Bolivar Goldfields Properties             15,699,956            15,699,956
    Cristinas Concessions                     94,055,652            81,004,253
    El Callao Properties                              --            19,478,031
    Santa Elena, San Miguel and Carabobo
      Concessions                                     --             3,416,577
    ---------------------------------------------------------------------------
                                             117,093,989           126,937,198
    Less: Accumulated depletion               (5,417,228)           (5,082,643)
    ---------------------------------------------------------------------------
                                          $  111,676,761         $ 121,854,555
    ===========================================================================

    Deferred exploration and development expenditures are not re-characterized
    as costs of mineral properties once production has commenced.

                                      F-10

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------

5. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

    Annually, the Company reviews the carrying amounts of all of its producing
    and non-producing properties and their related plant and equipment. The
    results of this review revealed that the carrying values for the El Callao
    Properties and the Santa Elena, San Miguel and Carabobo Concessions were in
    excess of their estimated future undiscounted net cash flows. As a result,
    the Company recorded a write-down to the El Callao mineral properties and
    deferred exploration and development expenditures of $18,832,345, and to the
    Santa Elena, San Miguel and Carabobo mineral properties and deferred
    exploration and development expenditures of $4,182,076. In total,
    write-downs amounting to $23,014,421 (2002 - $2,134,678; 2001 - $25,001,776)
    were included within the Statement of Operations.

    ALBINO 1 CONCESSION

    The Company, through its subsidiaries, owns a 100% interest in the Albino 1
    concession in Bolivar State, Venezuela. A 1% Net Smelter Return Royalty is
    payable to the Venezuelan Ministry of Energy and Mines ("MEM") from the
    proceeds of gold production.

    BOLIVAR GOLDFIELDS PROPERTIES

    The Company owns all of the outstanding share capital of Bolivar Goldfields
    A.V.V. This includes the Tomi concession, Revemin mill and exploration lands
    in Venezuela. The exploration lands include the Dividival I and II, the
    Belen II, and the Marwani 1,2,5,6,7,9, and 11 concessions in the El Callao
    greenstone belt in Venezuela.

    The Company has not yet submitted feasibility studies for the Marwani
    1,2,5,6,7,9, and 11 concessions but has requested extensions of time for
    their presentation. If the extension is not granted the concession rights to
    the Marwani property could be revoked. The Company believes the extensions
    will be granted as it is common practice to grant such extensions; however,
    there is no assurance of this.

    CRISTINAS CONCESSIONS

    In November 2001, the Corporacion Venezolana de Guayana ("CVG") terminated a
    contract with a third party for the exploitation of the Las Cristinas
    deposits. In March 2002, the Venezuelan Ministry of Energy and Mines ("MEM")
    passed a resolution repossessing the Cristinas Concessions on behalf of the
    Republic of Venezuela which in turn declared the underlying deposits
    reserved for the Republic of Venezuela and authorized the MEM to contract
    the direct exploitation of the area to the CVG. Subsequently, the MEM and
    the CVG entered into an agreement for the development of the deposits,
    authorizing the CVG to enter into a mine operating contract with a third
    party.

    On September 17, 2002, the Company entered into a non-assignable mining
    agreement (the "Agreement") with the CVG, acting under the authority of the
    MEM, pursuant to Venezuelan mining law, under which the Company has been
    granted the exclusive right to explore, develop and exploit the Las
    Cristinas 4, 5, 6 and 7 gold deposits including the commercialization and
    sale of gold. The Agreement provides to the Company the full right to
    develop and exploit the Cristinas deposits and, as a result of entering into
    the Agreement, the Company has discontinued previous legal proceedings to
    confirm its title rights to the Cristinas 4 and 6 concessions (Note 14).

                                      F-11

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


5. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

    CRISTINAS CONCESSIONS (CONTINUED)

    The aggregate cost incurred by the Company to December 31, 2003 to obtain
    the right to exploit the area is $94,055,652, represented by $72,184,179 of
    payments in cash and $21,871,473 made through the issuance of common shares
    of the Company. Costs are comprised of property payment and finders' fees of
    $46,743,852 ($32,280,068 cash; and $14,463,784 through shares) and
    professional fees and related expenses of $47,311,800 ($39,904,111 cash; and
    $7,407,689 through shares). Share issuances are valued at the prior 5 day
    weighted average trading price for the common shares on the American Stock
    Exchange. The preceding amounts include payments to related parties (law
    firms, partners of whom are directors of the Company - Note 9) of $3,895,582
    during the year ended December 31, 2003 (2002 - $13,144,975; 2001 -
    $3,129,283) and travel and administrative costs of $454,007 during the year
    ended December 31, 2003 (2002 - $409,489; 2001 - $325,728).

    EL CALLAO PROPERTIES

    By an agreement with Bema dated September 12, 2000 and concurrently with the
    completion of the February 27, 2001 acquisition of El Callao Mining Corp.
    ("ECM"), the Company acquired 79.4% of the outstanding shares of ECM and,
    from Bema, certain assets related to ECM. As a result of the acquisition,
    the Company now controls the Lo Increible project in Venezuela comprised of
    the following:

    Central Property

    Subsequent to the acquisition of ECM by the Company, ECM, through its wholly
    owned subsidiary, ECM Venco Ltd., and Corporacion Vengroup S.A.
    ("Vengroup"), the owner of the remaining 49% interest in the El Callao
    properties, agreed to waive certain obligations with respect to the
    development of the La Victoria concession in the Central Property, including
    the requirement of a first feasibility study in order to allow the Company
    to commence production. As consideration, the Company paid the last two
    payments related to the La Victoria concessions (US$2,150,000) under the
    terms of the original purchase agreement for the El Callao properties.

    ECM has the right to acquire up to an additional 9% interest in the Central
    Property by making payments to Vengroup equivalent to the net present value
    of a 9% interest in the evaluated deposit and up to an additional 10%
    interest by making payments to Vengroup equivalent to a 3% net smelter
    return royalty.

    Surrounding Ground

    The mining rights to the Surrounding Ground, held by a 70% owned indirect
    subsidiary of ECM, required ECM to make an initial payment of US$500,000
    (US$250,000 of which has been paid to date) and to fund minimum exploration
    expenditures of US$3,000,000 over five years from the time certain
    environmental permits are granted.

    As at December 31, 2003, ECM has expended US$1,182,626 (December 31, 2002 -
    US$1,026,522) towards the exploration commitment but is still awaiting the
    receipt of certain environmental permits in order to further its exploration
    activities on the Surrounding Ground.

                                      F-12

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


5. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

    SANTA ELENA, SAN MIGUEL AND CARABOBO CONCESSIONS

    The Company entered into a joint venture agreement with Associacion
    Cooperative Minera del Sur R.L. ("ACOMISUR"), a mining cooperative,
    regarding the Santa Elena, San Miguel and Carabobo properties, all located
    in Bolivar State, Venezuela. Under this agreement, the Company's Venezuelan
    subsidiary owns 80% of the joint venture and ACOMISUR owns 20%, with the
    Company's subsidiary being the operator. During the year ended December 31,
    2003, the carrying value of this property was written off.

6. DEFERRED FINANCING FEES

    Deferred financing fees of $194,598, net of accumulated amortization of
    $199,133 (December 31, 2002 - $2,162,868, net of accumulated amortization of
    $312,647) relate to costs incurred in the issuance of convertible notes and
    for a non-recourse credit facility.

    During the year ended December 31, 2003, the remaining unamortized deferred
    financing fees of $1,840,836 that related to convertible notes that were
    converted during the year, were treated as a reduction of the associated
    share capital value assigned to the common shares issued on conversion of
    the respective notes.

7. LONG-TERM DEBT

                                        2003                      2002
                                   -------------            --------------
    Bank loans                     $   9,708,750            $   16,916,484
    Convertible notes                        --                 17,140,049
    ----------------------------------------------------------------------
                                       9,708,750                34,056,533
    Less: Current portion of
      long-term debt                  (1,335,344)               (7,850,256)
    -----------------------------------------------------------------------
                                   $   8,373,406            $   26,206,277
    =======================================================================

    Bank loans

    On October 12, 2001 an amended and restated loan agreement was signed
    between the Company's subsidiary, Minera San Gregorio S.A., and the Standard
    Bank London Limited ("SBL"). The loan, in the amount of U.S $2,500,000,
    which was to mature on October 15, 2004, was secured by a guarantee of the
    Company, and bore interest at the LIBOR rate plus 2% per annum. The loan
    agreement also restricted the Company's ability to enter into agreements
    relating to the sale or purchase of gold. This loan was settled in fully
    during 2003.

    On August 10, 2000, the Company, together with its subsidiary Mineras
    Bonanza C.A., entered into a Credit Agreement with the SBL. The loan, which
    was subsequently amended by a First Amendment to the Credit Agreement in the
    amount of U.S. $8,500,000, matures on January 15, 2006, is secured by
    charges against the Venezuelan mining properties of the Company (save and
    except the Lo Increible properties), a charge against the Company's Revemin
    mill and a pledge of the securities of certain of the Company's
    subsidiaries, and bears interest at the LIBOR rate plus 2.5% per annum. The
    credit agreement also imposes restrictions on the Company's ability to enter
    into metal trading agreements.

                                      F-13

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


7. LONG-TERM DEBT (CONTINUED)

    Bank loans (continued)

    Certain loan repayments have been made by the issuance of Crystallex common
    shares (Note 11). These shares are subject to an orderly disposition
    agreement with SBL, which amongst other conditions, specifies that any
    gain/loss on final disposition of the shares issued is for the Company's
    account. Any ultimate gain is to be applied to further loan repayments or
    settling of derivative contracts. As at December 31, 2003, SBL had 2,099,734
    common shares issued in relation to the Agreement on which there exists an
    unrealized gain of approximately U.S. $4,000,000.

    Principal payments due on the bank loan are as follows:

              2004                        $  1,335,344
              2005                           5,704,600
              2006                           2,668,806
    ---------------------------------------------------
                                          $  9,708,750

    ===================================================

   Convertible notes

    The Company has issued convertible notes under various note indentures. Upon
    issuance of the notes, the net proceeds received were allocated between the
    liability and equity components of the notes. The liability component
    represented the present value of the notes discounted using the interest
    rate that would have been applicable to non-convertible debt. The equity
    component represented the present value of the interest payments, which the
    Company could settle through the issuance of cash or shares, discounted at
    the same rate as the liability component (the interest component) and the
    right of the holders to convert the principal of the debt into common
    shares, determined as the residual amount at the date of issuance of the
    notes. Over the term of the notes the liability and the interest components
    were accreted to their face value. As at December 31, 2002, the Company had
    the following convertible notes outstanding, which during 2003 were
    converted into common shares:

    (a) Notes with an aggregate principal amount of US$11,200,000 which were
        scheduled to mature on September 25, 2005, which bore interest at 4% per
        annum and which were convertible into common shares of the Company at
        the option the holder. The agreed upon conversion price of the notes was
        equal to the lower of US$2.25 per common share or 95% of the current
        market price of the common shares on the date immediately prior to the
        conversion.

    (b) A note with a principal amount of US$2,200,000 which matured on
        September 30, 2003, bore interest at 5% per annum was convertible into
        common shares of the Company at the option of the holder. The agreed
        upon conversion price of the notes was equal 95% of the current market
        price of the common shares on the date of the conversion.

                                      F-14

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


8. SHARE CAPITAL
                                                        2003           2002
                                                   -------------   -------------
    Authorized
      Unlimited common shares, without par value
      Unlimited Class "A" preference shares,
        no par value
      Unlimited Class "B" preference shares,
        no par value
    Issued
      135,403,523 Common Shares
        (2002 - 91,722,278)                        $ 257,149,521   $ 193,349,000
    ============================================================================
    Warrants

    As at December 31, 2003, Common Share purchase warrants were outstanding
    enabling the holders to acquire common shares as follows:

                                                                        Weighted
                                                                         Average
                                                                       Remaining
                                            Number                  Contractual
    Range of Exercise Price               of Shares                Life (Years)
    ----------------------------------------------------------------------------

    $1.60 to $2.28                         4,662,194                   1.33
    $2.29 to $3.34                         2,076,899                   1.16
    $3.35 to $4.69                        13,303,679                   1.70
    ----------------------------------------------------------------------------
                                          20,042,772
    ============================================================================

    During the year, the Company extended by one year the terms of certain
    Common Share purchase warrants, previously issued as part of debt financing,
    that were coming to maturity. To reflect the value of the benefit conferred
    to the warrant holders as a result of the extension, a charge of $825,481
    was made directly against retained earnings, and contributed surplus was
    increased by the same amount.

    Stock options

    The Company has a stock option plan that provides for the granting of
    options to executive officers, directors, employees and service providers of
    the Company. Under the stock option plan, the exercise price of each option
    equals the closing price of the Company's stock on the trading day
    immediately preceding the date of the grant. Stock options granted to
    service providers and employees, executive officers, and directors have a
    life of two, five and ten years, respectively. Unless otherwise stated, all
    stock options granted vest immediately.

                                      F-15

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------



8. SHARE CAPITAL (continued)

    The following table is a summary of the status of stock options outstanding
    at December 31, 2003:

                                     Outstanding and Exercisable Options
                              -------------------------------------------------
                                                     Weighted
                                                      Average          Weighted
                                                    Remaining           Average
    Range of                     Number           Contractual          Exercise
    Exercise Price            of Shares           Life (Years)            Price
    ---------------------------------------------------------------------------
    $0.85 to $1.00            1,672,500                  3.01              0.99
    $1.41 to $1.75            1,971,000                  5.53              1.57
    $2.00 to $3.00            5,322,500                  6.65              2.42
    ---------------------------------------------------------------------------
                              8,966,000
    ===========================================================================

    A summary of the status of the stock option plan as at December 31, 2003,
    2002 and 2001 and changes during each year ended on those dates follows:

<TABLE>
<CAPTION>

                                                   2003                       2002                       2001
                                      ----------------------------   ------------------------    ----------------------
                                                         Weighted                   Weighted                  Weighted
                                                         Average                    Average                   Average
                                          Number         Exercise      Number       Exercise       Number     Exercise
                                        of Shares         Price       of Shares       Price       of Shares     Price
                                      -------------   ------------   -----------   ----------   ------------- ---------
    <S>                               <C>             <C>            <C>           <C>          <C>            <C>
    Outstanding and exercisable,
      beginning of year                 6,952,500         $ 1.76      7,707,000       $ 1.70       6,315,292   $ 1.52
    Granted - Employees                 2,248,500           2.56        350,000         2.28       1,815,000     2.24
    Granted - Non Employees               250,000           2.12             --           --              --       --
    Exercised                            (270,000)          1.64     (1,104,500)        1.46        (340,000)    1.38
    Cancelled                            (215,000)          1.85             --           --         (83,292)    1.40
----------------------------------------------------------------------------------------------------------------------
    Outstanding and exercisable,
      end of year                       8,966,000         $ 1.97      6,952,500       $ 1.76       7,707,000   $ 1.70
======================================================================================================================
    Weighted average fair
      value of options granted
      during the year                  $     1.92                    $     1.16                   $     1.17
======================================================================================================================
</TABLE>

    Supplemental information for stock-based compensation

    Effective January 1, 2002, in accordance with CICA Handbook Section 3870
    "Stock-Based Compensation and Other Stock-Based Payments", pro forma
    information regarding net loss and net loss per share is to be determined
    and disclosed as if the Company had accounted for its employees' stock
    options under the fair value method. The fair value for these options was
    estimated at the date of grant using a Black-Scholes option pricing model
    with the following weighted average assumptions: risk-free interest rate of
    4.04% (2002 - 4.22%), dividend yield of nil (2002 - nil), volatility factor
    of 108% (2002 - 75%), and a weighted-average expected life of the options of
    3.95 years (2002 - 3.75 years).

                                      F-16

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


8. SHARE CAPITAL (continued)

    Supplemental information for stock-based compensation (continued)

    The following table presents the net loss and net loss per share for the two
    years ended December 31, 2003 had the Company recorded stock options as
    compensation expense on the date of grant, which corresponds to the date on
    which the options automatically vest.

                                                    2003                 2002
                                          --------------        -------------
    Net loss                              $ (82,053,852)        $(56,459,812)
    Incremental compensation expense         (4,273,069)            (404,979)
    -------------------------------------------------------------------------
    Pro forma net loss                    $ (86,326,921)        $(56,864,791)
    =========================================================================
    Pro forma basic loss per share        $       (0.74)        $      (0.67)
    =========================================================================
    FINANCING TRANSACTIONS

    FISCAL 2003 ACTIVITIES

    On March 5, 2003, the Company completed a private placement of 2,562,500
    special warrants at a price of $1.60 per special warrant for aggregate
    proceeds of $4.1 million. Each special warrant entitles the holder, upon
    exercise and without payment of additional consideration, to acquire one
    Common Share and one-half of one common share purchase warrant of the
    Company. Each whole purchase warrant is exerciseable for one Common Share
    until March 5, 2005 at a price of $2.00 per share. The special warrants were
    deemed to have been exercised in accordance with their terms on July 6,
    2003.

    On March 14, 2003, the Company arranged a U.S.$3.0 million debt financing
    which closed in three tranches on March 14, 2003 (U.S.$1.5 million), May 2,
    2003 (U.S.$1.0 million) and May 15, 2003 (U.S.$0.5 million). Under the terms
    of the transaction, the Company issued U.S.$3.0 million principal amount of
    non-interest bearing promissory notes due August 11, 2003, September 29,
    2003 and October 12, 2003, respectively, common share purchase warrants
    exerciseable for 300,000 Common Shares until May 2, 2005 at an exercise
    price of U.S.$1.32 per share and common share purchase warrants exerciseable
    for 150,000 Common Shares until May 15, 2005 at an exercise price of
    U.S.$1.27 per share. The notes were subsequently exchanged for convertible
    notes due August 27, 2005. The convertible notes are non-interest bearing
    until the occurrence of an event of default (after which they bear interest
    at the rate of 4% per annum) and are convertible at the option of the holder
    into a specified number of Common Shares. The Company also issued common
    share purchase warrants exerciseable for 150,000 Common Shares until August
    27, 2005 at an exercise price of U.S.$3.61 per share as part of the debt
    exchange transaction. On October 7, 2003, the convertible notes were
    converted into 1,363,574 Common Shares in accordance with their terms.

                                      F-17

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


8. SHARE CAPITAL (CONTINUED)

   FINANCING TRANSACTIONS (CONTINUED)

    FISCAL 2003 ACTIVITIES (CONTINUED)

    On May 9, 2003, the Company completed a private placement of 2,400,000
    special warrants at a price of $1.25 per special warrant for aggregate
    proceeds of $3.0 million. Each special warrant entitles the holder, upon
    exercise and without payment of additional consideration, to acquire one
    Common Share and one-half of one common share purchase warrant of the
    Company. Each whole purchase warrant is exerciseable for one Common Share
    until May 9, 2005 at a price of $1.60 per share. The special warrants were
    deemed to have been exercised in accordance with their terms on September
    10, 2003.

    On June 20, 2003, the Company completed a private placement of 5,500,000
    special warrants at a price of $1.25 per special warrant for aggregate
    proceeds of $6.9 million. Each special warrant entitles the holder, upon
    exercise and without payment of additional consideration, to acquire one
    Common Share and one-half of one common share purchase warrant of the
    Company. Each whole purchase warrant is exerciseable for one Common Share
    until June 20, 2005 at a price of $1.60 per share. The special warrants were
    deemed to have been exercised in accordance with their terms on October 21,
    2003.

    On August 29, 2003, the Company completed a private placement of 4,545,455
    special warrants at a price of U.S.$2.20 per special warrant for aggregate
    proceeds of U.S.$10.0 million. Each special warrant entitles the holder,
    upon exercise and without payment of additional consideration, to acquire
    one Common Share per special warrant. The special warrants were deemed to
    have been exercised in accordance with their terms on September 16, 2003. As
    part of the transaction, the Company also issued common share purchase
    warrants to acquire 2,272,727 Common Shares. Each whole purchase warrant is
    exerciseable for one Common Share until September 16, 2006 at a price of
    U.S.$2.75 per share.

    On September 8, 2003, the Company issued 12,800,000 special warrants at a
    price of U.S.$2.20 per special warrant for aggregate proceeds of U.S.$28.2
    million. Each special warrant entitles the holder, upon exercise and without
    payment of additional consideration, to acquire one Common Share and
    one-half of one warrant. Each whole warrant is exerciseable for one Common
    Share until September 8, 2006 at a price of U.S.$2.75 per share. Subsequent
    to the year end, all of the special warrants were deemed to have been
    exercised in accordance with their terms on January 9, 2004.

    FISCAL 2002 ACTIVITIES

    On October 8, 2002, the Company issued 52,500 special warrants under a
    private placement financing at a price of $3.02 for aggregate net proceeds
    of $158,550. Each special warrant entitles the holder to acquire, without
    payment of any additional consideration, one Common Share in the capital of
    the Company.

    On November 26, 2002, the Company issued 2,200,000 special warrants under a
    private placement financing at a price of $2.15 for aggregate net proceeds
    of $4,398,900, net of issuance expenses of $331,100. Each special warrant
    entitles the holder to acquire, without payment of any additional
    consideration, one Common Share in the capital of the Company.

                                      F-18

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------

8. SHARE CAPITAL (continued)
   Financing Transactions (continued)

    FISCAL 2001 ACTIVITIES

    On December 24, 2001, the Company issued 3,111,111 special warrants under a
    private placement financing at a price of $2.25 for aggregate net proceeds
    of $6,861,977, net of issuance expenses of $138,023. Each unit consisted of
    one Common Share, and one Common Share purchase warrant. Each common share
    purchase warrant entitled the holder to acquire from the Company, for a
    period of two years, at a price of $3.00 per warrant, one additional common
    share. During 2003, all of these common share purchase warrants were
    exercised.

    Loss per common share

    The following table outlines the calculation of the basic loss per common
    share:

<TABLE>
<CAPTION>

                                                             2003                2002                2001
                                                   --------------     ---------------      --------------
    <S>                                            <C>                <C>                  <C>
    Numerator for basic loss per
      common share:
        Loss from continuing operations
          attributable to common shareholders      $ (78,026,642)      $ (52,721,972)       $ (34,416,262)
        Benefit conferred to warrant holders            (825,481)                 --                   --
    ======================================================================================================
        Loss from continuing operations
          attributable to common shareholders      $ (78,852,123)      $ (52,721,972)       $ (34,416,262)
    ======================================================================================================
    Denominator for basic loss per common
     share - adjusted weighted average
     number of shares outstanding                    118,309,198          84,441,287           69,117,738
    ======================================================================================================
</TABLE>

    Shareholder Rights Plan

    Effective March 10, 1997 (the "Record Date"), the Company adopted a
    shareholder rights plan (the "Plan"). The rights issued under the Plan will
    expire at the close of the Company's annual meeting in 2007 (the "Expiration
    Time"), unless earlier redeemed or exchanged by the Company. The Plan was
    re-ratified by the shareholders at the Company's 2003 annual meeting.

    Pursuant to the Plan, the Board of Director's declared a distribution of one
    right (a "Right") for each outstanding Common Share of the Company to
    shareholders of record at the close of business on the Record Date and
    authorized the issuance of one Right for each Common Share issued after the
    Record Date and prior to the Separation Time (described below) and the
    Expiration Time. The Rights will separate from the Common Shares at the time
    (the "Separation Time") which is the close of business on the eighth trading
    day (or such later day as determined by the Board of Directors) after the
    public announcement of the acquisition of, or intention to acquire,
    beneficial ownership of 20% of the Common Shares of the Company by any
    person other than in accordance with the terms of the Plan.

                                      F-19

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


8. SHARE CAPITAL (CONTINUED)

    SHAREHOLDER RIGHTS PLAN (CONTINUED)

    In order to constitute a "Permitted Bid", an offer must be made in
    compliance with the Plan and must be made to all shareholders (other than
    the offeror), must be open for at least 60 days and be accepted by
    shareholders holding more than 50% of the outstanding voting shares and, if
    so accepted, must be extended for a further 10 business day period.

9. RELATED PARTY TRANSACTIONS

    During the year, the Company entered into the following transactions with
    related parties:

    a)  Paid or accrued consulting and management fees of $2,651,829 (2002 -
        $606,249; 2001 - $665,835) to directors and an officer of the Company
        and companies related to directors and an officer of the Company.

    b)  Paid or accrued legal fees of $4,380,478 (2002- $13,168,790; 2001 -
        $3,561,191) to law firms, partners of whom are directors of the Company.

    The amounts charged to the Company for the services provided have been
    determined by negotiation among the parties. These transactions were in the
    normal course of operations and were measured at the exchange value which
    represented the amount of consideration established and agreed to by the
    related parties.

10. INCOME TAXES

    Income tax expense varies from the amount that would be computed by applying
    the combined federal and provincial income tax rate of 36.7% (2002 - 40.1%;
    2001 - 44.5%) to loss before income taxes as follows:

<TABLE>
<CAPTION>

                                                           2003                    2002                  2001
                                                 --------------          --------------        --------------

    <S>                                          <C>                     <C>                   <C>
    Loss before income taxes                     $ (82,053,852)          $ (56,459,812)        $ (42,552,441)
    =========================================================================================================

    Expected income taxes recoverable            $ (30,113,764)          $ (22,640,385)        $ (18,935,837)
    Difference in foreign tax rates                    614,647               1,013,320             5,131,725
    Non recognition of benefit of losses            29,499,117              21,627,065            13,804,112
    ---------------------------------------------------------------------------------------------------------
    Actual income taxes                          $          --           $          --         $          --
    =========================================================================================================
</TABLE>

    The Company has certain source related deductions and losses which are
    available to be offset against future income taxes. The benefits of these
    deductions and losses are not reflected in these financial statements, as
    they are not more likely than not to be realized.

                                      F-20

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------

11. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

<TABLE>
<CAPTION>

                                                     2003           2002         2001
                                                  ----------    -----------   -----------
    <S>                                           <C>           <C>           <C>
    Cash paid during the year for interest        $  937,225    $ 1,205,221   $ 1,897,879
    -------------------------------------------------------------------------------------
    Cash paid during the year for income taxes    $     --      $      --     $     --
    -------------------------------------------------------------------------------------

</TABLE>

   Significant non-cash transactions for the year ended December 31, 2003
   included:

   i)     The Company issued 40,080 common shares, with a value of $82,523, for
          directors' fees.

   ii)    The Company issued 229,283 common shares, with a value of $732,934,
          for the El Callao mineral property dispute settlement.

   iii)   The Company issued 350,000 common shares, with a value of $863,000,
          for financial advisory fees.

   iv)    The Company issued 61,695 common shares, with a value of $157,856, for
          finders fee.

   v)     The Company issued 2,348,184 common shares, with a value of
          $2,897,002, for loan payments and bank fees.

   vi)    The Company issued 1,281,124 common shares, with a value of
          $2,969,416, for legal fees.

   vii)   The Company issued 17,036,967 common shares upon conversion of
          convertible and promissory notes and accrued interest in the amount of
          $23,950,966.

   viii)  The Company issued 17,260,455 common shares upon conversion of special
          warrants with a value of $20,534,536.

   ix)    The Company applied $1,840,836 of deferred financing fees against
          share capital upon conversion of loan and notes to common shares.

   Significant non-cash transactions for the year ended December 31, 2002
   included:

   i)     The Company issued 42,612 common shares, with a value of $110,955, for
          directors' fees.

   ii)    The Company issued 282,554 common shares, with a value of $873,182,
          for a mineral property payment.

   iii)   The Company issued 677,711 common shares, with a value of $1,714,609,
          for a loan payment.

   iv)    The Company issued 35,430 common shares, with a value of $78,655, for
          a finders fee.

   v)     The Company issued 7,737,152 common shares upon conversion of
          convertible notes and accrued interest in the amount of $17,353,959.

   vi)    The Company applied $1,233,792 of deferred financing fees against
          share capital upon conversion of loan and notes to common shares.

                                      F-21

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------

11. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS (continued)

    Significant non-cash transactions for the year ended December 31, 2001
    included:

    i)     The Company issued 65,466 common shares, with a value of $104,550,
           for directors' fees.

    ii)    The Company issued 1,200,000 common shares, with a value of
           $2,385,000, for legal fees.

    iii)   The Company issued 3,987,535 common shares, with a value of
           $5,150,520, to acquire El Callao Mining Corp.

    iv)    The Company issued 1,035,689 common shares with a value of $2,597,247
           for property payment in connection with Las Cristinas.

    v)     The Company issued 3,199,055 common shares upon conversion of
           convertible notes and accrued interest in the amount of $3,803,591.

    vi)    The Company applied $941,169 of deferred financing fees against share
           capital upon conversion of loan and notes to common stock.

    vii)   The Company issued 4,701,615 common shares, with a value of
           $13,214,573, for loan payment.

    viii)  The Company issued 67,059 common shares, with a value of $89,189, for
           broker fees.

12. SEGMENTED INFORMATION

    Operating segments are defined as components of an enterprise about which
    separate financial information is available that is evaluated regularly by
    the chief operation decision maker, or decision-making group, in deciding
    how to allocate resources and in assessing performance. All of the Company's
    operations are within the mining sector. Due to geographic and political
    diversity, the Company's mining operations are decentralized whereby mine
    general managers are responsible for business results and regional corporate
    offices provide support to the mines in addressing local and regional
    issues. The Company's operations are therefore segmented on a district
    basis. The Company's only product is gold, produced from mines located in
    Uruguay and Venezuela.

    The segments' accounting policies are the same as those described in the
    summary of significant accounting policies except that other expenses, the
    non-hedge derivative loss and other items are not allocated to the
    individual operating segments when determining profit or loss, but are
    rather attributed to the corporate office.

                                      F-22

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------

12. SEGMENTED INFORMATION (continued)

<TABLE>
<CAPTION>

                                                        Bolivar/
                                     Corporate           Albino        El Callao        Cristinas
                                   -------------    -------------    -------------    -------------
<S>                                <C>              <C>              <C>              <C>
2003
Mining revenue                     $        --      $  12,862,999    $   2,703,512    $        --
Mining revenue - intersegment      $        --      $   4,034,635    $        --      $        --
Operating costs                    $        --      $ (12,958,420)   $  (3,281,943)   $        --
Operating costs - intersegment     $        --      $        --      $  (4,034,635)   $        --
Interest and other income          $     231,121    $      32,510    $        --      $        --
Interest expense                   $    (759,111)   $    (540,612)   $        (205)   $        --
Depletion and amortization         $    (365,135)   $  (3,987,796)   $    (193,326)   $        --
Write-down of mineral properties   $  (4,182,076)   $        --      $ (18,832,345)   $        --
Segment profit/(loss)              $ (59,289,543)   $   2,097,408    $ (20,834,507)   $        --
Segment assets                     $  44,020,439    $  35,246,112    $     202,645    $  94,055,652
Capital expenditures               $      70,399    $   2,016,102    $     353,798    $   9,858,588
---------------------------------------------------------------------------------------------------
2002

Mining revenue                     $        --      $   2,511,783    $  10,806,036    $        --
Mining revenue - intersegment      $        --      $  11,713,510    $        --      $        --
Operating costs                    $        --      $ (11,111,734)   $  (4,079,885)   $        --
Operating costs - intersegment     $        --      $        --      $ (11,713,510)   $        --
Interest and other income          $      68,603    $       8,906    $        --      $        --
Interest expense                   $  (1,557,428)   $    (591,025)   $        --      $        --
Depletion and amortization         $    (329,288)   $  (2,285,146)   $    (939,641)   $        --
Write-down of mineral properties   $  (2,134,678)   $        --      $        --      $        --
Segment loss                       $ (44,731,866)   $  (1,610,936)   $  (6,379,170)   $        --
Segment assets                     $  28,896,082    $  32,439,136    $  18,776,610    $  81,004,253
Capital expenditures               $     105,840    $   3,682,741    $   1,082,004    $  37,366,257
---------------------------------------------------------------------------------------------------
2001

Mining revenue                     $        --      $   6,239,562    $   9,766,293    $        --
Mining revenue - intersegment      $        --      $  11,236,739    $        --      $        --
Operating costs                    $        --      $   1,766,448    $ (13,463,217)   $        --
Operating costs - intersegment     $        --      $        --      $ (11,236,739)   $        --
Interest and other income          $      65,349    $      41,739    $         237    $        --
Interest expense                   $    (318,015)   $    (666,616)   $        --      $        --
Depletion and amortization         $    (471,530)   $  (2,580,073)   $    (935,152)   $        --
Write-down of mineral properties   $ (18,593,631)   $  (6,408,145)   $        --      $        --
Segment loss                       $ (26,944,912)   $  (3,570,659)   $  (3,900,691)   $        --
Segment assets                     $  42,430,722    $  32,594,212    $  18,803,110    $  41,453,363
Capital expenditures               $     857,789    $   4,297,683    $   1,012,873    $   3,462,995




<CAPTION>

                                    Discontinued      Intersegment
                                     Operations       Eliminations       Total

                                   -------------    -------------    ------------
<S>                                <C>              <C>              <C>
2003
Mining revenue                     $        --      $        --      $  15,566,511
Mining revenue - intersegment      $        --      $  (4,034,635)   $        --
Operating costs                    $        --      $        --      $ (16,240,363)
Operating costs - intersegment     $        --      $   4,034,635    $        --
Interest and other income          $        --      $        --      $     263,631
Interest expense                   $        --      $        --      $  (1,299,928)
Depletion and amortization         $        --      $        --      $  (4,546,257)
Write-down of mineral properties   $        --      $        --      $ (23,014,421)
Segment profit/(loss)              $  (4,027,210)   $        --      $ (82,053,852)
Segment assets                     $        --      $        --      $ 173,524,848
Capital expenditures               $        --      $        --      $  12,298,887
----------------------------------------------------------------------------------
2002

Mining revenue                     $        --      $        --      $  13,317,819
Mining revenue - intersegment      $        --      $ (11,713,510)   $        --
Operating costs                    $        --      $        --      $ (15,191,619)
Operating costs - intersegment     $        --      $  11,713,510    $        --
Interest and other income          $        --      $        --      $      77,509
Interest expense                   $        --      $        --      $  (2,148,453)
Depletion and amortization         $        --      $        --      $  (3,554,075)
Write-down of mineral properties   $        --      $        --      $  (2,134,678)
Segment loss                       $  (3,737,840)   $        --      $ (56,459,812)
Segment assets                     $  21,251,903    $        --      $ 182,367,984
Capital expenditures               $        --      $        --      $  42,236,842
----------------------------------------------------------------------------------
2001

Mining revenue                     $        --      $        --      $  16,005,855
Mining revenue - intersegment      $        --      $ (11,236,739)   $        --
Operating costs                    $        --      $        --      $ (11,696,769)
Operating costs - intersegment     $        --      $  11,236,739    $        --
Interest and other income          $        --      $        --      $     107,325
Interest expense                   $        --      $    (984,631)
Depletion and amortization         $        --      $        --      $  (3,986,755)
Write-down of mineral properties   $        --      $        --      $ (25,001,776)
Segment loss                       $  (8,136,179)   $        --      $ (42,552,441)
Segment assets                     $  31,699,275    $        --      $ 166,980,682
Capital expenditures               $        --      $        --      $   9,631,340
----------------------------------------------------------------------------------

</TABLE>

                                      F-23

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001



12. SEGMENTED INFORMATION (continued)

    Geographic information:

<TABLE>
<CAPTION>

                                       Mining Revenue                              Property, Plant and Equipment
                      --------------------------------------------------------------------------------------------------
                          2003              2002            2001              2003          2002               2001
                      ------------      ------------    ------------      ------------   ------------      -------------
<S>                   <C>               <C>             <C>               <C>             <C>               <C>

Venezuela             $ 15,566,511      $ 13,317,819    $ 16,005,855      $132,069,099     $142,866,637     $101,791,052
Discontinued
   operations                 --                --              --                --         11,378,127       18,721,316
Brazil                        --                --              --                --                 --        1,616,394
------------------------------------------------------------------------------------------------------------------------
Total Foreign           15,566,511        13,317,819      16,005,855       132,069,099      154,244,764      122,128,762
Canada                        --                --              --             102,344           59,066          531,573
------------------------------------------------------------------------------------------------------------------------
Total                 $ 15,566,511      $ 13,317,819    $ 16,005,855      $132,171,443     $154,303,830     $122,660,335
========================================================================================================================

</TABLE>

13. DISCONTINUED OPERATIONS

    On October 27, 2003, the Company closed a purchase and sale agreement (the
    "Agreement") with Uruguayan Mineral Explorations Inc. ("UME") for the sale
    of the Company's Uruguayan mining operations. Under the terms of the
    Agreement, which was effective October 1, 2003, UME will pay the Company
    cash consideration of $2,700,000 (US$2,000,000), payable in two equal
    installments and will transfer to the Company, two exploration drills with a
    combined estimated value of US$600,000. The first payment of US$1,000,000 is
    due six months after the closing date of the transaction and the second
    US$1,000,000 payment will be due 12 months after the closing date.

    The Company incurred a net loss on the disposal of the Uruguayan mining
    operations of $1.3 million. This loss has been reflected in the statement of
    operations as a component of the Loss From Discontinued Operations. As a
    condition of the closing of the transaction, UME agreed to retire in full
    the outstanding commodity derivative contracts associated with the Uruguayan
    mining operations. As a result, an additional US $2.85 million liability
    obligation which represented the fair value of the outstanding forward
    contracts and swap agreement associated with the Uruguayan mining operations
    was assumed by UME.

    During the nine month period ended September 30, 2003 and for each of the
    years in the two year period ended December 31, 2002, the Company's
    Uruguayan operations incurred revenue of $19,109,761, $32,843,402 and
    $29,978,353, respectively, and a net loss of $4,027,210, $3,737,840 and
    $8,136,179, respectively.

                                      F-24

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


14. COMMITMENTS AND CONTINGENCIES

    Call Agreement

    The Company structured the following transaction to protect the interest of
    the Company's shareholders in the event that third parties sought to gain
    control of the Company in a transaction which was not supported by the
    Company's directors.

    The Company entered into an agreement dated February 14, 1997 whereby it
    acquired an exclusive call right to acquire all of the common shares of
    Ventures (Barbados) Ltd. ("Ventures"), whose common shares are owned by two
    directors who are also officers of the Company, effectively on behalf of the
    Company's shareholders (the "Call Agreement"). Ventures was incorporated in
    February, 1997 specifically for the purpose of acquiring the interest in
    Inversora Mael C.A. ("Mael"). The two directors of the Company became
    directors and shareholders of Ventures immediately following its
    incorporation and prior to Ventures' acquisition of any interest directly or
    indirectly in Mael. The Ventures' shares were issued to the Company's
    directors for nominal cash consideration of $1.00 and their investment in
    Ventures has at all times remained nominal. The Ventures shareholders
    granted the Company an exclusive right for the Company to acquire, at the
    Company's option, all of the shares of Ventures at any time at a purchase
    price equal to the shareholders' cost of those shares, which cost, as noted,
    is nominal. The directors have no interest in Ventures or Mael other than
    their shareholdings in Ventures. Any funding or other consideration to
    complete the acquisition of Mael required by Ventures has been provided by
    the Company. The total cost of the acquisition of Mael is US$30,000,000,
    which was subsequently renegotiated by Red Glove A. V. V. ("Red Glove") and
    Ventures as hereinafter more particularly described. All amounts paid have
    been treated as inter company loans from the Company to Ventures and the
    assets and liabilities of Ventures have been combined with the Company on
    consolidation for accounting purposes. As at December 31, 2003, there are no
    future commitments existing.

    It is not the individual directors but Ventures which indirectly purchased
    and indirectly owns, as its sole material asset, all of the outstanding
    shares of Mael. That interest was acquired through an acquisition agreement
    dated February 14, 1997. The acquisition of Mael was structured as a
    purchase by Ventures of all 1,200 of the outstanding shares of Stay
    Management Ltd. ("Stay") from Red Glove. Stay owns all 50,000 of the
    outstanding shares of Mael, and, at the time of purchase, both Stay and Red
    Glove were independent and arm's length from the Company and Ventures. Mael
    is therefore wholly owned and controlled by Stay, which is a simple holding
    company wholly owned and controlled by Ventures. Ventures is controlled by
    the Company through the application of the Call Agreement. The directors of
    Stay and Mael are nominee directors only who sit at the request of Ventures,
    and indirectly the Company. Mael and its assets are therefore subject to the
    ultimate control and direction of the Company. As nominee directors, taking
    direction from the Company, the directors of Stay and Mael would have no
    independent authority to direct the business and affairs of Mael or to
    transfer, directly or indirectly, in whole or in part, any interest in Mael.
    Management believes that at all times, the Company's and Ventures'
    relationship with Red Glove have been conducted at terms no less
    advantageous than had they been conducted directly with an unrelated third
    party.

                                      F-25

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


14. COMMITMENTS AND CONTINGENCIES (CONTINUED)

    Call Agreement (continued)

    The cost of acquiring the shares of Stay was initially US$30,000,000, of
    which the Company paid US$6,500,000 (Cdn. $9,100,000) as of December 31,
    1998. Effective April 30, 1999, Ventures and Red Glove, through arm's length
    negotiation, agreed to reduce the remaining portion of the purchase price
    from US$23,500,000 to US$10,000,000 plus 5,000,000 warrants to purchase
    common shares of the Company at a price of US$2.00 per share. No value was
    attributed to the warrants for the purposes of the acquisition transaction.
    The Company required that Red Glove modify the purchase price as
    consideration for the Company continuing with the transaction. Absent such
    modification, the Company had the option to terminate the acquisition
    without obligation to make further payments in excess of the initial
    US$6,500,000 payment. Consequently, April 30, 1999 was determined to be the
    date the Company was obligated to complete the purchase for the revised
    consideration noted above. The price of the warrants, being US$2.00 per
    warrant, was settled by arm's length negotiation with Red Glove at the time
    of renegotiation. The warrants had staggered expiry dates and, as of
    December 31, 2003, 4,000,000 of the warrants had expired and 1,000,000 were
    exercised during 2003. During 1999 and 2000, the US$10,000,000 was fully
    paid through the Company's issuance of its common shares, valued at the
    average closing sales price on the American Stock Exchange for the 30 day
    period immediately preceding the issuance of the shares, and by cash of
    US$250,000 (Cdn. $364,000). The shares were issued in several tranches
    during the period commencing December 9, 1998 and ending June 9, 2000. A
    total of 8,034,445 shares were issued having an aggregate value of
    US$9,837,534 (Cdn. $14,463,784). The amount of the final tranche includes a
    negotiated amount paid to Red Glove in compensation for costs incurred in
    the renegotiation, as a result of which the amount paid, by cash and by
    issuance of shares, slightly exceeds US$10,000,000. These payments have been
    capitalized as part of the Las Cristinas property cost.

    The Call Agreement contains a call right which is irrevocable and
    unconditional for the benefit of the Company unless, prior to its exercise,
    a person together with any parties acting jointly or in concert with such
    person acquires 20% or more of the Company's outstanding voting shares
    without the approval of the Company's Board of Directors. In such an event,
    the call right will be terminated and Ventures and its shareholders will be
    required to dispose of the investment in Mael in a commercially reasonable
    manner with a view to maximizing the proceeds of such a disposition. The net
    proceeds of disposition, whether represented by cash or securities, would be
    distributed after payment of liabilities to those persons who were
    shareholders of the Company immediately prior to the 20% ownership threshold
    being surpassed, rather than to the two directors of the Company in their
    capacity as Ventures' shareholders. There are no material liabilities which
    would need to be repaid to the directors or shareholders of Ventures or to
    any parties other than the Company which funded the Mael transactions. Under
    the Call Agreement, the Company has the right to vote the shares of
    Ventures. The Call Agreement, in conjunction with a rights plan approved by
    the Company's shareholders, was designed to give adequate time for the
    Company's shareholders to assess properly the merits of any bid for common
    shares of the Company without undue pressure, to allow competing bids to
    emerge and to allow the Company's directors to consider alternatives to
    allow shareholders to receive full and fair value for their common shares.
    In the event that the shares of Mael were sold, all proceeds, after payment
    of costs related to the sale, would be payable to the Company.

                                      F-26

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


14. COMMITMENTS AND CONTINGENCIES (CONTINUED)

    Commodity derivative contracts At December 31, 2003, the Company had fixed
    forward contracts outstanding as follows:

                                         2004            2005            2006
                                       --------        --------        --------
    Ounces                               43,430          42,430          39,996
    Average price (US$ per oz.)        $    300        $    305        $    310
    ===========================================================================

    Written call options are contracts in which the writer, for a fee (premium),
    sells the purchaser the right, but not the obligation, to buy on a specific
    future date a stipulated quantity of gold at a predetermined price. At
    December 31, 2003, the Company had written call options outstanding as
    follows: 2004 2005 2006

    Ounces                              127,237          94,932           2,000
    Average price (US$ per oz.)       $     298        $    309         $   348
    ===========================================================================

    Gold production for the years ended December 31, 2003 and 2002 was 76,935
    and 94,623 ounces, respectively.

    FAIR VALUE OF FINANCIAL INSTRUMENTS

    Fair values of financial instruments, including fixed forward contracts and
    written call options are determined based on estimates using net present
    value, Black-Scholes and other valuation techniques. The estimates are
    significantly affected by the assumptions used including current market and
    contractual prices of the underlying instruments, as well as time value, and
    by yield curve and volatility factors underlying the positions. The
    estimated fair values attributed to these contracts are carried on the
    balance sheet under the captions deferred credit and deferred charge.

    For the year ended December 31, 2003, the Company recorded an unrealized
    loss of $19,352,704 (2002 - $34,187,017; 2001 - $4,119,293) in marking its
    portfolio of written call options and fixed forward contracts to market.
    These losses are included in non-hedge derivative loss in the Statement of
    Operations.

    The balance sheet carrying amounts for cash and cash equivalents, accounts
    receivable, marketable securities and accounts payable and accrued
    liabilities approximate fair value due to their short-term nature. The
    carrying value for long-term debt approximates fair value primarily due to
    the floating rate nature of the debt instrument.

    Lease agreements

    The Company has entered into various operating lease agreements which expire
    over a period of six years. Total rent expense charged to operations under
    these agreements was $174,105 (2002 - $175,066; 2001 - $111,724).

    Minimum lease payments under operating leases in effect through 2008 are as
    follows:

    2004                                                           $ 204,000
    2005                                                             208,000
    2006                                                             198,000
    2007                                                             158,000
    2008                                                             138,000
    ------------------------------------------------------------------------
                                                                   $ 906,000
    ========================================================================


                                      F-27

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


14. COMMITMENTS AND CONTINGENCIES (CONTINUED)

    LAS CRISTINAS PROPERTIES

    The rights of Crystallex to develop the Las Cristinas deposits are derived
    from the agreement between the Company and the CVG (Note 5). The rights to
    develop the Las Cristinas deposits have been subject to various legal
    proceedings. Crystallex cannot predict the outcome of the various legal
    actions and cannot provide assurance that any legal challenge by the third
    parties will not impact its right to develop the deposits granted by the CVG
    pursuant to the agreement.

    The agreement does not transfer any property ownership rights to Crystallex
    (Note 5) and the right to develop the deposits is contingent upon the
    Company continuing to meet its ongoing obligations under the agreement;
    principally, the Company is to:

    a.  make all investment and complete all works necessary to exploit the
        mineral resources,

    b.  present to the CVG for approval by September 17, 2003 a feasibility
        study, together with an investment and financing plan to support the
        feasibility study,

    c.  present to the CVG for approval, life of mine, annual production plans
        and annual production commitments,

    d.  commence production of the mining project by May 2004; such start may be
        extended in the event permitting delays are encountered,

    e.  pay a royalty and exploitation tax, as set out in the agreement, based
        on the value of gross monthly gold production,

    f.  provide for certain social programs and for the employment, training and
        technical assistance to small miners,

    g.  supply performance bonds related to the development and environmental
        obligations,

    h.  bear all costs relating to a technical liaison office to be created by
        the CVG.

    The Company submitted the feasibility study inclusive of an investment and
    financing plan, referred to in (b) above, within the prescribed timeframe
    and subsequent to the year end, the CVG approved the feasibility study.

    Although the agreement grants certain rights to the Company to develop the
    deposits, the ultimate development will require significant financial
    resources requiring the Company to raise project financing, debt and equity.
    There is no assurance that sufficient additional financing will be available
    to Crystallex and failure to obtain such financing could result in delays or
    indefinite postponement which could lead to a default under the agreement.

                                      F-28

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


15. RISK MANAGEMENT

    Currency risk

    The Company is exposed to currency risk as certain of its purchases are
    denominated in foreign currency. Unfavourable changes in the applicable
    exchange rate may result in a decrease or increase in foreign exchange gains
    or losses. The Company does not use derivative instruments to reduce its
    exposure to foreign currency risk.

    The Company's Venezuelan operations are currently subject to currency and
    exchange controls. These government imposed controls may adversely affect
    the Company as such controls restrict the Company's ability to flow U.S.
    dollars, generated from the sale of its gold production, out of the country.

    Credit and market risk

    The Company enters into financial agreements (financial instruments) with
    major international banks and other international financial institutions in
    order to manage underlying revenue and future cash flow exposures arising
    from commodity prices. Financial instruments, which subject the Company to
    market risk and concentrations of credit risk, consist primarily of cash,
    accounts receivable, securities and fixed forward contracts and option
    contracts for metals.

    Market risk is the risk that the value of a financial instrument might be
    adversely affected by a change in commodity prices, interest rates, or
    currency exchange rates. The Company manages the market risk associated with
    commodity prices by establishing and monitoring parameters that limit the
    types and degree of market risk that may be undertaken.

    Credit risk is the risk that a counterparty might fail to fulfill its
    performance obligations under the terms of a derivative contract or accounts
    receivable. The Company limits the amount of credit exposure in cash and
    securities by placing these financial instruments in high quality securities
    issued by government agencies, financial institutions and major corporations
    and by diversifying its holdings. The Company also has concentrations of
    credit risk with respect to accounts receivable as large amounts of its
    accounts receivable are primarily concentrated amongst a small number of
    customers in Venezuela. These receivables are primarily with government
    banks in Venezuela and one international bank. The Company does not
    anticipate any losses for non-performance on these receivables. As at
    December 31, 2003, one customer accounted for all trade accounts receivable.

    The Company is exposed to credit risk in the event of non-performance by
    counterparties in connection with metal forward and option contracts. The
    Company does not obtain any security to support financial instruments
    subject to credit risk but mitigates this risk by dealing only with a
    diverse group of financially sound counterparties and, accordingly, does not
    anticipate loss for non-performance. Further, the Company minimizes its
    credit risk in derivative instruments by entering into transactions with
    high-quality counterparties whose credit ratings are high and by monitoring
    the financial condition of its counterparties. The Company continually
    monitors the market risk of its activities.

                                      F-29

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------

15. RISK MANAGEMENT (CONTINUED)

    Title risk

    Title to mineral properties and mining rights involves certain inherent
    risks due to the difficulties of determining the validity of certain claims
    as well as the potential for problems arising from the frequently ambiguous
    conveyancing history characteristic of many mining properties. Although the
    Company has investigated title to all of its mineral properties for which it
    holds concessions or other mineral leases or licenses, Crystallex cannot
    give an assurance that title to such properties will not be challenged or
    impugned and cannot be certain that it will have valid title to its mining
    properties. The Company relies on title opinions by legal counsel who base
    such opinions on the laws of countries in which the Company operates.

16. EVENTS SUBSEQUENT TO DECEMBER 31, 2003

    Engineering Procurement Construction Management Contract

    On March 25, 2004, following completion of a competitive bidding process,
    the Company entered into an Engineering Procurement Construction Management
    ("EPCM") contract with SNC-Lavalin Engineers & Constructors Inc. ("SNCL")
    relating to the development of the Las Cristinas project. The Company
    expects to pay SNCL approximately $27.8 million for its services under the
    EPCM contract.

    Public Equity Offering

    On April 5, 2004, the Company completed a $100 million public equity
    offering whereby 25,000,000 common shares were issued at $4.00 per common
    share. The net proceeds received by the Company in U.S. dollars, after
    considering the underwriters' fee, amounted to US$71,694,731. The Company
    estimates that additional expenditures related to this offering will amount
    to approximately $500,000.

17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES

    The Company prepares its consolidated financial statements in accordance
    with accounting principles generally accepted in Canada ("Canadian GAAP")
    which differ from those principles that the Company would have followed had
    its consolidated financial statements been prepared in accordance with
    accounting principles generally accepted in the United States of America
    ("U.S. GAAP"). The following adjustments and/or additional disclosures would
    be required in order to present the financial statements in accordance with
    U.S. GAAP and in accordance with practices prescribed by the United States
    Securities and Exchange Commission.

    BASIS OF PRESENTATION

    These financial statements are the combined accounts of Crystallex
    International Corporation and its majority owned subsidiaries, and the
    accounts of Ventures (Barbados) Ltd. ("Ventures") and its wholly owned
    subsidiaries. Ventures (Note 14) is controlled by two directors of the
    Company who are also officers, and as such the financial statements for U.S.
    GAAP purposes have been presented as combined financial statements. Under
    Canadian GAAP, these financial statements are presented as consolidated
    financial statements.

                                      F-30

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES (CONTINUED)

    BALANCE SHEETS

    The impact of differences between Canadian GAAP and U.S. GAAP on the
    combined balance sheets is as follows:

<TABLE>
<CAPTION>

                                                                            2003

                                       --------------------------------------------------------
                                       Canadian GAAP        Adjustments              U.S. GAAP
                                       -------------       -------------          -------------
    <S>                                <C>                 <C>                    <C>
    Current assets                     $  41,158,807       $          --          $  41,158,807
    Property, plant and equipment        132,171,443        (104,242,323)(b)         27,929,120
    Deferred financing fees                  194,598                  --                194,598
    -------------------------------------------------------------------------------------------
                                       $ 173,524,848       $(104,242,323)         $  69,282,525
    ===========================================================================================

    Current liabilities                $  36,459,021       $          --          $  36,459,021
    Long-term debt                         8,373,406                  --              8,373,406
    Deferred credit                       26,490,059                  --             26,490,059
    Minority interest                        143,517                  --                143,517
    Shareholders' equity                 102,058,845        (104,242,323)            (2,183,478)
    -------------------------------------------------------------------------------------------
                                       $ 173,524,848       $(104,242,323)         $  69,282,525
    ===========================================================================================

<CAPTION>

                                                                            2002

                                       --------------------------------------------------------
                                       Canadian GAAP        Adjustments             U.S. GAAP
                                       -------------       -------------          -------------
    <S>                                <C>                 <C>                    <C>
    Current assets                     $  17,406,381       $      18,329 (a)      $  17,424,710
    Investment                               729,329             176,000 (a)            905,329
    Property, plant and equipment        154,303,830        (100,481,050)(b)         53,822,780
    Deferred charge                        7,765,576                  --              7,765,576
    Deferred financing fees                2,162,868                  --              2,162,868
    -------------------------------------------------------------------------------------------
                                       $ 182,367,984       $(100,286,721)         $  82,081,263
    ===========================================================================================

    Current liabilities                $  36,883,252       $          --          $  36,883,252
    Reclamation provision                  1,048,726                  --              1,048,726
    Long-term debt                        26,206,277           1,130,720 (c)         27,336,997
    Deferred credit                       35,001,677                  --             35,001,677
    Minority interest                        143,517                  --                143,517
    Shareholders' equity                  83,084,535        (101,417,441)           (18,332,906)
    -------------------------------------------------------------------------------------------
                                       $ 182,367,984       $(100,286,721)         $  82,081,263
    ===========================================================================================
</TABLE>

    (i)  U.S. GAAP requires segregation of accrued liabilities from accounts
         payable on the combined balance sheets. Under Canadian GAAP, there is
         no similar reporting requirement. As at December 31, 2003, $3,774,327
         (2002 - $5,086,236; 2001 - $5,327,889) would be presented as accrued
         liabilities.

    (ii) For the purposes of reporting in accordance with U.S. GAAP, amounts
         referred to as contributed surplus under Canadian GAAP are referred to
         as additional paid in capital.

                                      F-31

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES (CONTINUED)

    STATEMENT OF OPERATIONS

    The impact of the above differences between Canadian GAAP and U.S. GAAP on
    the loss for the year would be as follows:

<TABLE>
<CAPTION>

                                                          2003               2002               2001
                                                      ------------       ------------       ------------
    <S>                                               <C>                <C>                <C>
    Net loss for the year
      per Canadian GAAP                               $(82,053,852)      $(56,459,812)      $(42,552,441)
    Adjustments to mineral properties        (b)        (3,761,273)       (40,734,141)       (13,306,689)
    Accretion of interest on
      convertible notes                      (c)        (4,571,277)        (2,346,126)        (1,057,605)
    Fair value of employee stock
      options granted                        (d)        (4,273,069)          (404,979)        (2,129,539)
    Unrealized gain (loss) on trading
      securities                             (a)           (18,329)            18,329             34,987
    ----------------------------------------------------------------------------------------------------
    Net loss for the year per U.S. GAAP               $(94,677,800)      $(99,926,729)      $(59,011,287)
    ====================================================================================================
    Net loss per share - basic                        $      (0.81)      $      (1.18)      $      (0.85)
    ====================================================================================================
</TABLE>

    STATEMENT OF OPERATIONS PRESENTATION

    For U.S. GAAP purposes, the measures "Loss before other items" and Non-hedge
    derivative (loss) gain" are not recognized terms and would therefore not be
    presented. In addition, the "Operating (loss) income" measure included
    within the Canadian GAAP statement of operations is not comparable to
    "Operating loss" per U.S. GAAP. The following table reconciles "Loss for the
    year" per U.S. GAAP to "Loss from operations" for U.S. GAAP.

<TABLE>
<CAPTION>

                                                          2003               2002               2001
                                                      ------------       ------------       ------------
    <S>                                               <C>                <C>                <C>
    Net loss for the year per U.S. GAAP               $(94,677,800)      $(99,926,729)      $(59,011,287)
    Non-operating loss components
      Per Canadian GAAP:

        Interest on long-term debt                       1,299,928          2,148,453            984,631
        Non-hedge derivative loss                       21,684,044         34,810,096            310,822
        Foreign exchange (gain) loss                     4,467,528           (918,078)         1,947,803
        Interest and other income                         (263,631)           (77,509)          (107,325)
        Minority Interest                                       --                 --           (169,800)
        Loss and write-down of marketable securities       216,486            210,572          2,003,338
      U.S. GAAP reconciling items:
        Accretion of interest on
          convertible notes                              4,571,277          2,346,126          1,057,605
        Unrealized (gain) loss on trading
          securities                                        18,329            (18,329)           (34,987)
    ----------------------------------------------------------------------------------------------------
    Non-operating loss per U.S. GAAP                    31,993,961         38,501,331          5,992,087
    ====================================================================================================
    Loss from operations per U.S. GAAP                $(62,683,839)      $(61,425,398)      $(53,019,200)
    ====================================================================================================
</TABLE>

                                      F-32

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001
--------------------------------------------------------------------------------


17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES (CONTINUED)

    STATEMENTS OF CASH FLOWS

    The impact of the above differences between Canadian GAAP and U.S. GAAP on
    the combined statements of cash flows would be as follows:

<TABLE>
<CAPTION>

                                                           2003               2002               2001
                                                       ------------       ------------       ------------
    <S>                                                <C>                <C>                <C>
    Cash flows (used in) provided by continuing
      operating activities, Canadian GAAP              $(34,308,052)      $ (4,548,548)      $  4,317,505
    Adjustments to mineral properties                   (15,236,032)       (37,170,359)        (9,727,705)
    -----------------------------------------------------------------------------------------------------
    Cash flows used in continuing operating
      activities, U.S. GAAP                             (49,544,084)       (41,718,907)        (5,410,200)
    -----------------------------------------------------------------------------------------------------
    Cash flows used in investing activities,
      Canadian GAAP                                     (11,786,046)       (42,300,842)       (14,989,101)
    Adjustments to mineral properties                    15,236,032         37,170,359          9,727,705
    -----------------------------------------------------------------------------------------------------
    Cash flows provided by (used in) investing
      activities, U.S. GAAP                               3,449,986         (5,130,483)        (5,261,396)
    -----------------------------------------------------------------------------------------------------
    Cash flows provided by financing activities,
      Canadian and U.S. GAAP                             73,097,068         39,430,762         20,059,415
    -----------------------------------------------------------------------------------------------------
    Cash flows provided by (used in) continued
      operations, Canadian and U.S. GAAP                 27,002,970         (7,418,628)         9,387,819
    Cash flows provided by (used in) discontinued
      operations, Canadian and U.S. GAAP                  1,165,348         (1,296,073)           603,570
    -----------------------------------------------------------------------------------------------------
    Net increase (decrease) in cash and cash
      equivalents during the year                        28,168,318         (8,714,701)         9,991,389
    Cash and cash equivalents, beginning of year          5,695,130         14,409,831          4,418,442
    -----------------------------------------------------------------------------------------------------
    Cash and cash equivalents, end of year             $ 33,863,448       $  5,695,130       $ 14,409,831
    =====================================================================================================
</TABLE>

    (A) INVESTMENTS

        In accordance with Canadian GAAP, short term marketable securities are
        carried at the lower of aggregate cost and current market values, with
        unrealized losses being included in the determination of net income
        (loss) for the year. Long-term investment securities are carried at cost
        and are only written down when there has been an other than temporary
        decline in value. Any unrealized loss on write-down is recognized in the
        determination of net income (loss) for the year.

                                      F-33

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001


17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES (CONTINUED)

    (A) INVESTMENTS (CONTINUED)

        Statement of Financial Accounting Standard ("SFAS") No. 115, "Accounting
        for Certain Investments in Debt and Equity Securities", requires that
        equity securities that have readily determinable fair values be
        classified as either available-for-sale or trading securities, and that
        they be reported at fair market values. For available-for-sale
        securities, unrealized gains or losses are to be reported as other
        comprehensive income, a separate component of shareholders' equity,
        until realized. For trading securities, unrealized gains or losses are
        included in the determination of net income (loss) for the year. The
        Company's investments classified as trading securities and
        available-for-sale securities is as follows:

<TABLE>
<CAPTION>

                                                                         2003
                                            ---------------------------------------------------
                                                            Gross         Gross
                                                          Unrealized    Unrealized     Market
                                               Cost         Gain          Loss         Value
                                            ---------     ----------    ----------    ---------
        <S>                                 <C>           <C>           <C>           <C>
        Trading securities                  $  89,329     $      --     $ (89,329)    $      --
        Available-for-sale securities              --            --            --            --
        ---------------------------------------------------------------------------------------
                                            $  89,329     $      --     $ (89,329)    $      --
        =======================================================================================

<CAPTION>

                                                                         2002
                                            ---------------------------------------------------
                                                            Gross         Gross
                                                          Unrealized    Unrealized     Market
                                               Cost         Gain          Loss         Value
                                            ---------     ----------    ----------    ---------
        <S>                                 <C>           <C>           <C>           <C>
        Trading securities                  $  89,329     $  18,329     $      --     $ 107,658
        Available-for-sale securities         640,000       176,000            --       816,000
        ---------------------------------------------------------------------------------------
                                            $ 729,329     $ 194,329     $      --     $ 923,658
        =======================================================================================
</TABLE>

    (B) MINERAL PROPERTIES AND EXPLORATION AND DEVELOPMENT COSTS

        Under Canadian GAAP, mineral properties, including exploration,
        development and acquisition costs, are carried at cost until the
        properties to which they relate are placed into production, sold or
        where management has determined there to be a permanent impairment in
        value.

        Under U.S. GAAP, mineral property expenditures are expensed as incurred.
        Once a final feasibility study has been completed however, additional
        costs incurred to bring the mine into production are capitalized as
        development costs. Costs incurred to access ore bodies identified in the
        current mining plan after production has commenced are considered
        production costs and are expensed as incurred. Costs incurred to extend
        production beyond those areas identified in the mining plan where
        additional reserves have been established are deferred as development
        costs until the incremental reserves are produced. Capitalized costs are
        amortized using the unit-of-production method over the estimated life of
        the ore body based on proven and probable reserves.

                                      F-34

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001


17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES (CONTINUED)

    (B) MINERAL PROPERTIES AND EXPLORATION AND DEVELOPMENT COSTS (CONTINUED)

        Under Canadian GAAP, travel costs directly related to the acquisition
        and development of mineral properties are capitalized as a part of the
        underlying asset. Under U.S. GAAP, included in the mineral property
        adjustments for the years ended December 31, 2003, 2002 and 2001 are
        expenses of $454,007, $502,263 and $333,712, respectively, related
        thereto.

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

        In fiscal 2002, for United States reporting purposes, the Company
       applied SFAS No. 144, "Accounting for the Impairment or Disposal of
       Long-Lived Assets". In periods prior to fiscal 2002, the Company applied
       SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
       Long-Lived Assets to be Disposed of". In the event that facts and
       circumstances indicate that the carrying amount of an asset may not be
       recoverable and an estimate of future undiscounted cash flows is less
       than the carrying amount of the asset, an impairment loss will be
       recognized, determined on the basis of discounted cash flows.
       Management's estimates of gold prices, recoverable proven and probable
       reserves, operating capital, and reclamation costs are subject to certain
       risks and uncertainties which may affect the recoverability of the
       Company's investment in property, plant, and equipment. Although
       management has made its best estimate of these factors based on current
       conditions, it is possible that changes could occur which could adversely
       affect management's estimate of the net cash flow expected to be
       generated from its operations.

                                      F-35

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001


17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES (CONTINUED)

    (B) MINERAL PROPERTIES AND EXPLORATION AND DEVELOPMENT COSTS (CONTINUED)

        PROPERTY, PLANT AND EQUIPMENT

                                                     2003              2002
                                                -------------     -------------
        Net book value under Canadian GAAP      $ 132,171,443     $ 154,303,830
        -----------------------------------------------------------------------
        Adjustments to mineral properties
          and, deferred exploration and
          developmental expenditures
            Las Cristinas Concessions             (94,055,652)      (78,819,620)
            Santa Elena, San Miguel and
              Carobobo Concessions                         --        (4,182,075)
            Bolivar Properties                     (4,072,671)       (4,909,518)
            Albino 1 Concessions                   (6,114,000)       (6,114,000)
            El Callao Properties                           --        (6,455,837)
        -----------------------------------------------------------------------
        Total adjustment                         (104,242,323)     (100,481,050)
        -----------------------------------------------------------------------
        Net book value under U.S. GAAP          $  27,929,120     $  53,822,780
        =======================================================================

    (C) CONVERTIBLE NOTES

        Under Canadian GAAP, upon issuance of the convertible notes, the net
        proceeds received are allocated between the liability and equity
        components of the notes. The liability portion of the convertible notes
        is calculated by determining the carrying amount of the convertible
        notes by discounting the stream of future payments of principal at the
        prevailing market rate for a similar liability that does not have an
        associated equity component.

        Under U.S. GAAP, on issuance, the convertible notes would be recorded as
        a liability and then reclassified as equity only upon conversion.
        Further, under U.S. GAAP, the beneficial conversion feature represented
        by the excess of the fair value of the shares issuable on conversion of
        the notes, measured on the commitment date, over the amount of the
        proceeds to be allocated to the common shares upon conversion, would be
        allocated to additional paid in capital. This results in a discount on
        the note that is accreted as additional interest expense over the term
        of the note and any unamortized balance is expensed immediately upon
        conversion of the note. Accordingly, for U.S. GAAP purposes, for the
        year ended December 31, 2003, an additional interest expense (including
        accretion) of $2,730,441 (2002 - $2,346,126; 2001 - $1,057,605) has been
        recorded. The balance sheet adjustment represents the difference between
        the portion of the convertible debt allocated to equity under Canadian
        GAAP, net of accretion to date, and the portion allocated to the
        beneficial conversion feature under U.S. GAAP, also net of accretion to
        date.

                                      F-36

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001


17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES (CONTINUED)

    (D) STOCK-BASED COMPENSATION

        In accordance with Canadian GAAP, the Company has not recorded any
        expense with respect to stock options granted to employees, but rather
        includes additional financial statement disclosures.

        Under U.S. GAAP, the Company measures its employee stock-based awards
        using the fair value method as prescribed under SFAS No. 123 "Accounting
        for Stock-Based Compensation" and SFAS No. 148, "Accounting for
        Stock-Based Compensation - Transition and Disclosure" an amendment to
        SFAS No. 123.

        Under U.S. GAAP, on the date of issuance, the Company determines the
        fair value of the employee stock options using the Black-Scholes option
        pricing model. In determining the fair value of these employee stock
        options, the following assumptions were used:

                                         2003           2002         2001
                                      ---------      ---------      ------

        Risk free interest rate            4.04%          4.22%       3.12%
        Expected life                 3.95 years     3.75 years     2 years
        Expected volatility                 108%            75%         83%
        Expected dividends                   --             --          --

        For the year ended December 31, 2003, an expense of $4,273,069 (2002 -
        $404,979; 2001 - $2,129,539) has been recorded with respect to the stock
        options granted in the year.

                                      F-37

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001


17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES (CONTINUED)

    (E) COMPREHENSIVE INCOME

        SFAS No. 130 "Reporting Comprehensive Income" establishes standards for
        the reporting and display of comprehensive income and its components in
        a full set of general purpose financial statements. SFAS 130 requires
        that all items that are required to be recognized under accounting
        standards as components of comprehensive income be reported in the
        financial statements. For the Company, the only components of
        comprehensive loss are the net loss for the period, and the unrealized
        gains and losses on the available-for-sale securities. This information
        is presented below.

        ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

        For U.S. GAAP, the accumulated other comprehensive income would be
        calculated as follows:

<TABLE>
<CAPTION>

                                                         2003              2002             2001
                                                     -----------       -----------      -----------
        <S>                                          <C>               <C>              <C>
        ACCUMULATED OTHER COMPREHENSIVE
          INCOME (LOSS)
        Accumulated other comprehensive
          income (loss), beginning of year           $   176,000       $        --      $(1,339,338)
        Change in market value of
          available-for-sale securities                       --           176,000               --
        Reclassification adjustment for amounts
          included in net income                        (176,000)               --        1,339,338
        -------------------------------------------------------------------------------------------
        Accumulated other comprehensive
          income, end of year                        $        --       $   176,000      $        --
        ===========================================================================================
</TABLE>

        COMPREHENSIVE LOSS

        For U.S. GAAP, the comprehensive loss would be calculated as follows:

<TABLE>
<CAPTION>

                                                       2003              2002             2001
                                                   -------------     -------------    -------------
        <S>                                        <C>               <C>              <C>
        COMPREHENSIVE LOSS
          Net loss for the year                    $ (94,677,800)    $ (99,926,729)   $ (59,011,287)
        Change in market value of
          available-for-sale securities                 (176,000)          176,000        1,339,338
        -------------------------------------------------------------------------------------------
        Comprehensive loss for the year            $ (94,853,800)    $ (99,750,729)   $ (57,671,949)
        ===========================================================================================
</TABLE>

                                      F-38

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001


17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES (CONTINUED)

    (F) RECENT ACCOUNTING PRONOUNCEMENTS

        In 2003, the CICA issued Handbook Section 3110 - "Asset Retirement
        Obligations" ("CICA 3110"), which is consistent with SFAS 143,
        "Accounting for Asset Retirement Obligations." The standard provides for
        the recognition, measurement and disclosure of liabilities for asset
        retirement obligations and the associated asset retirement costs. It
        addresses obligations required to be settled as a result of an existing
        law, regulation or contract related to asset retirements. The new
        standard is applicable for fiscal years beginning January 1, 2004. Upon
        adoption, CICA 3110 will require retroactive restatement of all
        comparative periods.

        In November 2002, the FASB issued Interpretation Bulletin No. 45 ("FIN
        45"), "Guarantor's Accounting and Disclosure Requirements for
        Guarantees, Including Indirect Guarantees of Indebtedness of Others"
        ("FIN 45"), which requires elaborating on the disclosures that must be
        made by a guarantor in financial statements about its obligations under
        certain guarantees. It also requires that a guarantor recognize, at the
        inception of certain types of guarantees, a liability for the fair value
        of the obligation undertaken in issuing the guarantee. The disclosure
        requirements of FIN 45 are effective for financial statements issued
        after December 15, 2002, and have been considered in the presentation of
        the accompanying combined financial statements. The recognition
        requirements of FIN 45 are applicable for guarantees issued or modified
        after December 31, 2002. As the Company had no guarantees issued or
        modified after December 31, 2002, there is no impact as a result of this
        new pronouncement.

        In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
        "Consolidation of Variable Interest Entities", an Interpretation of ARB
        No. 51. FIN 46 requires certain variable interest entities to be
        consolidated by the primary beneficiary of the entity investors if the
        equity investors in the entity do not have the characteristics of a
        controlling financial interest or do not have sufficient equity at risk
        for the entity to finance its activities without additional subordinated
        financial support from other parties On December 24, 2003, the FASB
        issued a revision to FIN 46 ("FIN 46R") to clarify certain provisions of
        FIN 46 exempting certain entities from its requirements. FIN 46R will be
        effective for the Company's 2004 consolidated financial statements.
        Adoption of this standard is not expected to have a material effect on
        the Company's results of operations, financial position or disclosures.

                                      F-39

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001


17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES (CONTINUED)

    (F) RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

        In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No. 133
        on Derivative Instruments and Hedging Activities" ("SFAS 149"). The
        Statement amends and clarifies accounting for derivative instruments,
        including certain derivative instruments embedded in other contracts,
        and for hedging activities under SFAS 133. In particular, it (1)
        clarifies under what circumstances a contract with an initial net
        investment meets the characteristic of a derivative as discussed in SFAS
        133, (2) clarifies when a derivative contains a financing component, (3)
        amends the definition of an underlying to conform it to the language
        used in FIN 45. SFAS 149 was adopted by the Company on July 1, 2003, and
        did not have any effect on the Company's results of operations,
        financial position or disclosure.

        In 2002, the CICA Handbook Sections 3063 - "Impairment of Long Lived
        Assets" and 3475 - "Disposal of Long Lived Assets and Discontinued
        Operations" were amended to harmonize with SFAS 144. The standards will
        require an impairment loss to be recognized when the carrying amount of
        an asset held for use exceeds the sum of the undiscounted cash flows.
        The impairment loss would be measured as the amount by which the
        carrying amount exceeds the fair value of the asset. An asset held for
        sale is to be measured at the lower of carrying cost or fair value less
        cost to sell. In addition, this guidance broadens the concept of a
        discontinued operation and eliminates the ability to accrue operating
        losses expected between the measurement date and the disposal date.
        Section 3063 is effective for fiscal years beginning on or after April
        1, 2003 and Section 3475 applies to disposal activities initiated by an
        enterprise's commitment to a plan on or after May 1, 2003.

                                      F-40

<PAGE>

CRYSTALLEX INTERNATIONAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 AND 2001


17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES (CONTINUED)

    (F) RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

        In 2002, the Accounting Standards Board of the CICA issued Accounting
        Guideline No. 13 - "Hedging Relationships" that increases the
        documentation, designation and effectiveness criteria to achieve hedge
        accounting. The guidelines require the discontinuance of hedge
        accounting for hedging relationships established that do not meet the
        conditions at the date it is first applied. It does not change the
        method of accounting for derivatives in hedging relationships, but
        requires fair value accounting for derivatives that do not qualify for
        hedge accounting. The new guideline is applicable for fiscal years
        commencing on or after July 1, 2003.

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

        In July 2003, the CICA issued Handbook Section 1100 "Generally Accepted
        Accounting Principles" ("CICA 1100") and Handbook Section 1400 "General
        Standards of Financial Statement Presentation" ("CICA 1400"). CICA 1100
        describes what constitutes Canadian GAAP and its sources. CICA 1400
        clarifies what constitutes fair presentation in accordance with
        generally accepted accounting principles. Both sections are effective
        for fiscal years beginning on or after October 1, 2003. The Company is
        currently evaluating the potential impact these standards may have on
        its results of operations, financial position and note disclosures.

        The Emerging Issues Task Force ("EITF") of FASB, has as part of its
        agenda, a review of a broad range of accounting policies related to the
        mining industry. The outcome of this review may result in changes to
        U.S. GAAP as applied to these consolidated financial statements. In
        addition, as a result of an ongoing harmonization process with U.S.
        GAAP, the outcome may also result in changes to Canadian GAAP.

                                      F-41

<PAGE>

                                    SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant certifies that it meets all of the requirements for filing
this Form 20-F and that it has duly caused and authorized the undersigned to
sign this annual report on its behalf.



                      CRYSTALLEX INTERNATIONAL CORPORATION


                           BY:      /s/ Daniel R. Ross
                                    ------------------
                                    Daniel R. Ross
                                    Executive Vice-President, Corporate Counsel,
                                    Secretary, and Director



Date:    May 18, 2004










                                       92

<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NO.          EXHIBIT
---          -------

11.1     Code of Business Conduct and Ethics

12.1     Certification of Todd Bruce pursuant to Section 906 of the Sarbanes
         Oxley Act of 2002.

12.2     Certification of Borden D. Rosiak pursuant to Section 906 of the
         Sarbanes- Oxley Act of 2002.

12.3     Corporate Governance Statement

12.4     Employment agreement as of January 1, 2004, between Crystallex and
         Robert A. Fung.

12.5     Employment agreement as of September 22, 2003, between Crystallex and
         Todd Bruce.

12.6     Employment agreement as of July 1, 2002, between Crystallex and
         Daniel R. Ross.

12.7     Employment agreement as of September 3, 2002, between Crystallex and
         Borden Rosiak.

12.8     EPCM contract dated March 23, 2004, between Crystallex and SNCL for
         SNCL to provide services for the design, construction and commissioning
         of 20,000 tonnes per day facility at Las Cristinas, without appendices.

12.9     Letter agreement dated April 5, 2004, between Crystallex and BNP
         Paribas ("BNPP"), appointing BNPP to provide Crystallex with assistance
         and services in connection with the arrangement of debt financing for
         the Las Cristinas project.

12.10    Agreement dated as of April 24, 2004, between Crystallex and Biomin
         Technologies S. A., whereby Biomin undertook to complete certain
         testwork on samples of ore from Crystallex's La Victoria Mine in order
         to establish the feasability and design data for a full scale plant
         using Biomin's proprietary BIOX(R) process, without schedules 3-6.


                                       93
<PAGE>


                                  CERTIFICATION


I, Todd Bruce, the President and Chief Executive Officer of Crystallex
International Corporation (the "registrant"), certify that:

1. I have reviewed this Annual Report on Form 20-F for the year ended December
31, 2003, of the registrant;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Securities Exchange Act of 1934 Rules 13a-14 and 15d-14) for the registrant and
have:

      a.    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      b.    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

      c.    presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

      a.    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b.    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 18, 2004

                                          /s/ Todd Bruce
                                          --------------
                                          Todd Bruce
                                          President and Chief Executive Officer


                                       94

<PAGE>


                                  CERTIFICATION


I, Borden D. Rosiak, the Chief Financial Officer of Crystallex International
Corporation (the "registrant"), certify that:

1. I have reviewed this Annual Report on Form 20-F for the year ended December
31, 2003, of the registrant;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Securities Exchange Act of 1934 Rules 13a-14 and 15d-14) for the registrant and
have:

      a. designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this annual report is
      being prepared;

      b. evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      annual report (the "Evaluation Date"); and

      c. presented in this annual report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

      a. all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

      b. any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 18, 2004

                              /s/ Borden D. Rosiak
                              --------------------
                              Borden D. Rosiak
                              Chief Financial Officer


                                       95