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UNITED  STATES


SECURITIES  AND EXCHANGE COMMISSION


Washington, D.C.  20549





FORM 20-F/A No. 1





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




Commission  file number:         1-14620





CRYSTALLEX  INTERNATIONAL CORPORATION


(Exact name of Registrant as specified in its charter)





Crystallex  International Corporation


(Translation of Registrants name into English)





Canada


(Jurisdiction of incorporation or organization)





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




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





None


(Title of  Class)





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





As of December 31, 2002, the  registrant had outstanding:





91,722,278  Common Shares; No Class A Preference Shares; No Class B Preference Shares





As of July 28, 2003, the registrant  had outstanding:





112,108,534  Common Shares; No Class A Preference Shares; No Class B Preference Shares





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





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




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





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




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





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





Not applicable.





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TABLE OF CONTENTS





|Item                                                                                 |  | Page
|------------------------------------------------------------------------------------ |  | ----
|                                                                                     |  |     
|1 - Identity of Directors, Senior Management, and Advisers                           |  | 1   
|                                                                                     |  |     
|2 - Offer Statistics and Expected Timetable                                          |  | 2   
|                                                                                     |  |     
|3 - Key Information                                                                  |  | 2   
|                                                                                     |  |     
|4 - Information on the Company                                                       |  | 13  
|                                                                                     |  |     
|5 - Operating and Financial Review and Prospects                                     |  | 44  
|                                                                                     |  |     
|6 - Directors, Senior Management and Employees                                       |  | 57  
|                                                                                     |  |     
|7 - Major Shareholders and Related Party Transactions                                |  | 68  
|                                                                                     |  |     
|8 - Financial Information                                                            |  | 69  
|                                                                                     |  |     
|9 - The Offer and Listing                                                            |  | 70  
|                                                                                     |  |     
|10 - Additional Information                                                          |  | 72  
|                                                                                     |  |     
|11 - Quantitative and Qualitative Disclosures About Market Risks                     |  | 77  
|                                                                                     |  |     
|12 - Description of Securities Other Than Equity Securities                          |  | 79  
|                                                                                     |  |     
|13 - Defaults, Dividend Arrearages and Delinquencies                                 |  | 79  
|                                                                                     |  |     
|14 - Material Modifications to the Rights of Security Holders and    Use of Proceeds |  | 79  
|                                                                                     |  |     
|15 - Controls and Procedures                                                         |  | 80  
|                                                                                     |  |     
|16A - Audit Committee Financial Expert                                               |  | 81  
|                                                                                     |  |     
|16B  Code of Ethics                                                                 |  | 81  
|                                                                                     |  |     
|16C  Principal Accountant Fees and    Services                                      |  | 81  
|                                                                                     |  |     
|17 - Financial Statements                                                            |  | 81  
|                                                                                     |  |     
|18 - Financial Statements                                                            |  | 81  
|                                                                                     |  |     
|19 - Exhibits                                                                        |  | 82  
|                                                                                     |  |     
|Financial Statements                                                                 |  | F-1 
|                                                                                     |  |     
|Signature                                                                            |  | 83  
|                                                                                     |  |     
|Certifications                                                                       |  | 85  
|                                                                                     |  |     




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





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





FORWARD  LOOKING STATEMENTS





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





PART I





ITEM 1  Identity of Directors,  Senior Management, and Advisers





Not Applicable





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ITEM 2  Offer Statistics and  Expected Timetable





Not applicable





ITEM 3  KEY INFORMATION





A.     Selected  Financial Data





Exchange Rates





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





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




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




As of July 28, 2003, the exchange rate was CDN $1.3827for 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 prevalent in Canada and have been reconciled to accounting  principles generally accepted in the United States. The selected financial  data  as at December 31, 2002 and 2001  and for the three years ending December 31, 2002 is derived from the audited  financial statements appearing in this document.





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SelectedConsolidated Financial Data in Canadian Dollars(Canadian GAAP)





|                                                         |  | For Year    Ended    December    31, 2002(1)(as restated) |             | For Year    Ended    December 31,    2001(1)(as restated) |  | For Year    Ended    December 31,    2000(1)(as restated) |   | For Year    Ended    December 31,    1999(2)(as amended) |             | For Year    Ended    December 31,    1998(2)(as amended) | 
|-------------------------------------------------------- |  | --------------------------------------------------------- | ----------- | --------------------------------------------------------- |  | --------------------------------------------------------- | - | -------------------------------------------------------- | ----------- | -------------------------------------------------------- | 
|                                                         |  |                                                           |             |                                                           |  |                                                           |   |                                                          |             |                                                          | 
|Income Statement Data                                    |  |                                                           |             |                                                           |  |                                                           |   |                                                          |             |                                                          | 
|Mining Revenue                                           |  |                                                           | 46,161,221  |                                                           |  | 45,984,208                                                |   |                                                          | 39,639,239  |                                                          | 
|Income (loss) before Income Taxes                        |  |                                                           | (56,459,812 | )                                                         |  | (42,552,441                                               | ) |                                                          | 4,548,860   |                                                          | 
|Income Taxes                                             |  |                                                           |            |                                                           |  |                                                          |   |                                                          |            |                                                          | 
|Net Income (loss)                                        |  |                                                           | (56,459,812 | )                                                         |  | (42,552,441                                               | ) |                                                          | 4,548,860   |                                                          | 
|Net Income (loss) per Common Share - Basic               |  |                                                           | (0.67       | )                                                         |  | (0.62                                                     | ) |                                                          | 0.09        |                                                          | 
|Weighted Average Number of Shares Outstanding -    Basic |  |                                                           | 84,441,287  |                                                           |  | 69,117,738                                                |   |                                                          | 52,965,842  |                                                          | 
|Balance    Sheet Data                                    |  |                                                           |             |                                                           |  |                                                           |   |                                                          |             |                                                          | 
|Cash and Short-Term Investments                          |  |                                                           | 5,695,130   |                                                           |  | 14,409,831                                                |   |                                                          | 4,418,442   |                                                          | 
|Working Capital (Deficiency)                             |  |                                                           | (19,596,429 | )                                                         |  | 9,261,655                                                 |   |                                                          | 5,528,714   |                                                          | 
|Total Assets                                             |  |                                                           | 182,367,984 |                                                           |  | 166,980,682                                               |   |                                                          | 165,561,727 |                                                          | 
|Long-Term Debt                                           |  |                                                           | 26,206,277  |                                                           |  | 25,216,992                                                |   |                                                          | 32,656,570  |                                                          | 
|Shareholders Equity                                     |  |                                                           | 83,084,535  |                                                           |  | 103,281,456                                               |   |                                                          | 112,135,051 |                                                          | 




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(1)Refer to Note 3 to the consolidated  financial statements.


(2)As amended to reflect impact of subsequent  years restatements.





Crystallex has not paid any dividends since its incorporation.





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





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





|                                                         |  | For Year    Ended    December 31,    2002(1)(as restated) |             | For Year    Ended    December 31,    2001(1)(as restated) |  | For Year    Ended    December 31,    2000(1)(as restated) |   | For Year    Ended    December 31,    1999(2)(as amended) |             | For Year    Ended    December 31,    1998(2)(as amended) | 
|-------------------------------------------------------- |  | --------------------------------------------------------- | ----------- | --------------------------------------------------------- |  | --------------------------------------------------------- | - | -------------------------------------------------------- | ----------- | -------------------------------------------------------- | 
|                                                         |  |                                                           |             |                                                           |  |                                                           |   |                                                          |             |                                                          | 
|Income Statement Data                                    |  |                                                           |             |                                                           |  |                                                           |   |                                                          |             |                                                          | 
|Mining Revenue                                           |  |                                                           | 46,161,221  |                                                           |  | 45,984,208                                                |   |                                                          | 39,639,239  |                                                          | 
|Loss before Income Taxes Under U.S. GAAP                 |  |                                                           | (99,926,729 | )                                                         |  | (59,011,287                                               | ) |                                                          | (13,179,638 | )                                                        | 
|Income Taxes                                             |  |                                                           |            |                                                           |  |                                                          |   |                                                          |            |                                                          | 
|Net Loss                                                 |  |                                                           | (99,926,729 | )                                                         |  | (59,011,287                                               | ) |                                                          | (13,179,638 | )                                                        | 
|Net Loss per Common Share - Basic                        |  |                                                           | (1.18       | )                                                         |  | (0.85                                                     | ) |                                                          | (0.25       | )                                                        | 
|Weighted Average Number of Shares Outstanding -    Basic |  |                                                           | 84,441,287  |                                                           |  | 69,117,738                                                |   |                                                          | 52,965,842  |                                                          | 
|Balance    Sheet Data                                    |  |                                                           |             |                                                           |  |                                                           |   |                                                          |             |                                                          | 
|Cash and Short-Term Investments                          |  |                                                           | 5,695,130   |                                                           |  | 14,409,831                                                |   |                                                          | 4,418,442   |                                                          | 
|Working Capital (Deficiency)                             |  |                                                           | (19,578,100 | )                                                         |  | 9,296,642                                                 |   |                                                          | 5,569,272   |                                                          | 
|Total Assets                                             |  |                                                           | 82,081,263  |                                                           |  | 109,403,438                                               |   |                                                          | 108,653,155 |                                                          | 
|Long-Term Debt                                           |  |                                                           | 27,336,997  |                                                           |  | 22,583,353                                                |   |                                                          | 32,656,570  |                                                          | 
|Shareholders Equity                                     |  |                                                           | (18,332,906 | )                                                         |  | 48,337,851                                                |   |                                                          | 50,101,013  |                                                          | 




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(1)Refer to Notes 3 and 18 to the consolidated  financial statements.


(2)As amended to reflect impact of subsequent  years restatements.





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





B.     Capitalization  and Indebtedness





Not Applicable





C.     Reasons  for the Offer and Use of Proceeds





Not Applicable





D.     Risk  Factors





Las Cristinas Properties





A third  party has filed court
      actions in Venezuela alleging that it has the right to mine the Las Cristinas
      properties.  If  the actions are successful, Crystallex could lose
      its rights to those properties.The  rights of Crystallex to
      develop the Las Cristinas 4, 5, 6 and 7 gold deposits (the Las Cristinas
      Deposits) in Venezuela are derived from an agreement dated  September 17,
      2002 (the Agreement), between Crystallex and the  Corporacion
      Venezolana de Guayana (the CVG), acting under the authority
      of the Venezuelan Ministry of Energy and Mines (MEM) and pursuant
      to Venezuelan mining law.  Pursuant to the Agreement,  the administration
      of the Las Cristinas Deposits relating to gold, including its exploration,
      development, exploitation, commercialization and sale, have been granted
      exclusively to Crystallex.   The CVG had 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 Agreement with Crystallex.  See Item 4D, Information
      on the Company  Property, Plants  and Equipment  Las Cristinas
      4, 5, 6 and 7, beginning on page 28.MINCA has claimed that
      the cancellation of the MINCA Contract was illegal and has commenced legal
      actions in Venezuela disputing the CVGs legal authority for cancelling
      the MINCA Contract and entering into the Agreement.   Crystallex cannot
      predict the outcome of the various MINCA legal actions or any impact that
      these actions could have on mining rights under the Agreement, including
      whether these actions could lead to the  termination of Crystallexs
      rights under the Agreement.





Crystallexs mining rights are
contractual and may be terminated in the event of breach of the Agreement.Under
the Agreement between Crystallex and the CVG and in accordance with  applicable Venezuelan mining
laws, ownership of the Las Cristinas Deposits  belongs to the Republic of Venezuela.   The
Agreement does not transfer any property ownership rights to  Crystallex, and the right of
Crystallex to develop the Las Cristinas Deposits  is contingent upon Crystallex continuing
to meet its ongoing obligations under  the Agreement.  (See Item 4D, Information
on  the Company  Property, Plants and Equipment  Las Cristinas 4, 5, 6 and 7,
beginning on page 28.)  In the event  that a breach of the Agreement occurs and is not
cured by Crystallex, the CVG  could terminate the Agreement.





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





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





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


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





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





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





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





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





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





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





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





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





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





The profitability of Crystallexs operations, its revenues and its cash
flow are significantly affected by changes in gold prices.  If gold prices decline for a significant
period below the cost of production of any or all of Crystallexs operations,  it may not be economically feasible to





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





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





Crystallex has entered into forward contracts to sell a portion of the  gold that it anticipates it will produce at its mines.  These contracts obligate Crystallex to sell  the gold at a price set when it enters into the contract, regardless of the  price when Crystallex actually produces the gold.  Accordingly, there is a risk that the price of gold is higher at  the time Crystallex produces the gold than when it enters into the contracts,  so that Crystallex must sell the gold at a lower price than it could have  received if it did not enter into the contracts.  In addition, if Crystallex is not able to produce and deliver the  amount of gold specified in the contracts, it may be required to buy gold at  market prices to satisfy its contract obligations.  These market prices may be higher than the agreed upon delivery  prices.  Further, the entity contracting  to buy the gold from Crystallex could default, which means that if the
contract  price is 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. Further, substantial  expenditures are required to establish ore reserves through drilling, to  develop metallurgical processes to extract the metal from the ore and, in the  case of new properties, to develop the mining and processing facilities and  infrastructure at any site chosen for mining.   Crystallex does not know whether it will discover minerals in sufficient  quantities and manage the production risks in order to justify commercial
exploitation.





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





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





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





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





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




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





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





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





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





Crystallexs operations at the
    San Gregorio Mill (in Uruguay) and the Revemin Mill (in Venezuela) together
    account for all of Crystallexs current  mineral production and revenue.  SeeItem
    4B. Information on the Company  Business Overview - Activity
    on the Mining Properties, page 14.  Any adverse  development affecting
    those mills would significantly hurt Crystallexs  financial performance
    and results of operations.  In addition, Crystallex does not know if
    its development program at its San Gregorio mine will yield new mineral resources
    to replace or expand current mineral reserves once they have been fully mined. SeeItem
    4D. Information on  the Company  Property, Plants and Equipment  The
    San Gregorio Mining Concession - Operations, page
41.





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





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





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




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





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





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





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





Government regulations significantly affect Crystallexs mining  operations. SeeItem 4.B. Information on the Company  Business Overview   Government Regulation, page 16.   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





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





Crystallex has incurred recent losses.





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





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





Crystallexs business is dependent
    on retaining the services of a small number of key management personnel,
    namely Messrs. Oppenheimer, Fung, Ross, El-Alfy, and Riccio.  See  Item
    6.A. Directors, Senior Management and Employees  Directors and
    Senior Management, beginning on page 57.  The  success of Crystallex
    is, and will continue to be to a significant extent, dependent on the expertise
    and experience of the directors and senior management.  The loss of
    one or more of these people could significantly impair Crystallexs
    ability in developing, exploring, acquiring, and funding mining properties.  Crystallex
    does not maintain key employee insurance on any of its employees.





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





Crystallex has authorized the issuance of more than 79,864,297 common  shares for payment of certain property purchases and related indebtedness, the exercise of stock options, finders fees, the  exercise of warrants issued in private placements, placement agents fees for a  private placement, and exercise of warrants issued for convertible notes and  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





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interest of Crystallexs current shareholders, based upon the 112,108,534 Crystallex shares outstanding  as of July 28, 2003. In  addition, given Crystallexs average daily trading volume of approximately  651,000 shares on the American Stock Exchange (Consolidated Market) and  approximately 160,000 shares on The Toronto Stock Exchange for the period January  1, 2003 through June 30, 2003, the sale of these shares could provide enough  selling pressure to depress the share price of Crystallexs common shares.





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 the Company





A.     History  and Development of the Company





Background





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





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





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





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





Important  Acquisitions Since January 1, 2000





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





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





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





B.     Business  Overview





Activity  on the Mining Properties





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





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





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





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





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





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





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





The  Gold Market





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





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





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





LONDON P.M. GOLD FIX


PRICE IN U.S. DOLLARS PER OUNCE





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




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





Government  Regulation





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





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





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





Review of  Title to Properties





At the time that it acquires a mining property, Crystallex completes or  causes to be completed due diligence on the property which, in the ordinary  course, would include a review by local counsel of concession (title) rights,  surface rights and mining contracts. Crystallex further obtains and relies upon  detailed representations of vendors and, in some cases, legal opinions obtained  from counsel for such vendors as a condition of closing. Crystallex has also  customarily reviewed at the time of acquisition financing files and reports to  lenders whose loans remain in place, in whole or in part, after acquisition.  While such reports have been issued specifically to the lenders, they have  provided support to Crystallex due diligence. Finally, since it has made some  of its acquisitions through the purchase of shares (see, for example, the discussion  in History and Development of the Company  Background - Important  Acquisitions Since
January 1, 2000), Crystallex has, prior to closing, had an  opportunity to review in detail the records of the entity being acquired and  interview key employees in respect of matters concerning title and mining  contracts.  However, despite these  efforts, Crystallex can never be certain that it will have valid title to its  mining properties.  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:





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




|                      
|----------------------
|(1)Indirect subsidiary




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





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D.      Property,  Plants and Equipment





Summary of Property Data(1)As of December 31, 2002





|Property                                                  |  | Acreage    (Hectares) |  | Proven    &    Probable    Reserves(2), (3) |  | Gold Price    for Reserve Calculation US$(4) |  | Contained    Ounces |  | Stage/    Status      |  | Date of    Expected Production |  | Life of    Reserves(5)
|--------------------------------------------------------- |  | --------------------- |  | ------------------------------------------- |  | -------------------------------------------- |  | ------------------- |  | --------------------- |  | ------------------------------ |  | ----------------------
|                                                          |  |                       |  |                                             |  |                                              |  |                     |  |                       |  |                                |  |                       
|Albino Underground (Concession)                           |  | 500                   |  | 178,870 tonnes @ 14.7    g/t                |  | $270/oz                                      |  | 84,700              |  | Development/ Inactive |  | Not Determined                 |  | 2.5 years             
|Bolivar Goldfields:                                       |  | 500(7)                |  |                                             |  |                                              |  |                     |  |                       |  |                                |  |                       
|Tomi    Underground (Concession)                          |  |                       |  | 162,730 tonnes @ 14.5    g/t                |  | $265/oz                                      |  | 75,800              |  | Production/ Active    |  | Current                        |  | 2.5 years             
|Tomi Open    Pit (Concession)                             |  |                       |  | 931,000 tonnes @ 2.9    g/t                 |  | $265/oz                                      |  | 86,900              |  | Production/ Active    |  | Current                        |  | Not Applicable        
|Las Cristinas 4,5,6,7 (CVG Contract)                      |  | 4,000                 |  | Not Applicable                              |  | Not Applicable                               |  | Not Applicable      |  | Development/ Active   |  | Not Determined                 |  | Not Determined        
|El Callao (Lo Increible):                                 |  | 9,704                 |  |                                             |  |                                              |  |                     |  |                       |  |                                |  |                       
|La Victoria    (Concession)                               |  |                       |  | 3.9 MM tonnes @ 3.0g/t                      |  | $300/oz                                      |  | 377,200             |  | Production/ Active    |  | Current                        |  | 10.0 years            
|Lo Increible    2, 4(a), 4(b), 4(c), 4(d) (CVG Contract)  |  |                       |  | Not Applicable                              |  | Not Applicable                               |  | Not Applicable      |  | Exploration/ Active   |  | Not Determined                 |  | Not Determined        
|Santa Elena, San Miguel, Carabobo (Contract:    ACOMISUR) |  | 1,763                 |  | Not Applicable                              |  | Not Applicable                               |  | Not Applicable      |  | Exploration/ Inactive |  | Not Determined                 |  | Not Determined        
|San Gregorio (Concession)                                 |  | 1,321(6)              |  | 1.1 MM    tonnes @ .7 g/t                   |  | $325/oz                                      |  | 63,100              |  | Production/ Active    |  | Current                        |  | 1 year                




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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)Does not    include Crystallexs interest in the Mineiro Concession, Knob Hill Property,    and other properties.
  (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: San Gregorio 92%; Albino Underground 92%; Tomi Underground 95%; Tomi    Open Pits 94%; and La Victoria 85%.
  (4)There    are no material currency conversion factors used to estimate Crystallexs    reserves.
  (5)All    reported reserves are planned to be mined out within the period of existing    concession agreements or within the time period of assured lease renewal    periods.  Crystallex has the required    permits to mine all the reserves disclosed in this chart, except for La    Victoria, where 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 2003.
  (6)Does not    include 1,087 hectares of the surface estate within the project area that    Crystallex owns outright and an additional approximately 20,000 hectares that    Crystallex controls of exploration rights of prospective mineral lands in    northern and southern Uruguay.
  (7)Does not    include 8,547 hectares of undeveloped land held under CVG contract and 44,438    hectares of exploration land.










The Albino Concession





Company Interest and Authorizations





Title to the Albino Concession was granted by the  MEM to Mr. Alvino Bonucci Gabianelli, a Venezuelan national, on February 25,  1988.  Crystallex Venezuela obtained the  Albino Concession following Crystallexs final payment to Mr. Bonucci  Gabianelli in January, 1998. Crystallex  currently holds both surface and veta (underground) rights to the Albino  Concession, allowing it to extract gold and diamonds from a 500-hectare area.  Surface rights were originally





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granted on February 29, 1988 for a ten-year  period, renewable in 10-year increments for up to a total aggregate of 40 years.  The rights renewed effective August 18, 1998 for an additional 10-year period.  Veta rights were granted in November, 1998 for an initial 10-year period,  renewable for the same duration up to a total aggregate of 40 years.





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





Property History





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





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





Location and Access





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





Area Description





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





Royalty Payments





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





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MEM  Option to Acquire 20% Interest of Albino Concession.





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





Environmental Matters





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





Local Geological Setting





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





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





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





Mineralized Zones





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


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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.





Ore  Reserves





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





|         |  | Ore Tonnes    (000s) |     | Grade    (g/t) |  | Contained    Gold (ozs) | 
|-------- |  | --------------------- | --- | -------------- |  | ----------------------- | 
|         |  |                       |     |                |  |                         | 
|Proven   |  |                       | 82  |                |  | 14.8                    | 
|Probable |  |                       | 97  |                |  | 14.7                    | 
|         |  |                       |     |                |  |                         | 
|Total    |  |                       | 179 |                |  | 14.7                    | 




The Albino Proven and Probable underground mining  reserves were calculated using an 8 gpt cutoff.  The underground reserves are defined within the mine plan as  follows.   The economic cutoff was based on the following criteria:





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

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





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





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Mineral Deposit





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





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




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





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





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





Past Operations





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





Gold Produced  Ounces





|1994  |  | 1995   |  | 1996  |  | 1997   |  | 1998 
|----- |  | ------ |  | ----- |  | ------ |  | -----
|      |  |        |  |       |  |        |  |      
|5,971 |  | 16,391 |  | 4,593 |  | 10,053 |  | 4,251




Current Operations





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





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





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Bolivar Goldfields Properties -  The Tomi Mining Concession and Revemin Mill





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





The Tomi Mining Concession





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





Location, Access, Infrastructure





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





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





Property History





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





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





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





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





Geology and Mineralization





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





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





Ore Reserves





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





|                                        |  | Ore Tonnes    (000s) |     | Grade     (g/T) |  | Contained    Gold (ozs) | 
|--------------------------------------- |  | --------------------- | --- | --------------- |  | ----------------------- | 
|                                        |  |                       |     |                 |  |                         | 
|Tomi Open Pits                          |  |                       | 931 |                 |  | 2.9                     | 
|Tomi  Underground    (Charlie Richards) |  |                       | 163 |                 |  | 14.5                    | 




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





Mineral Deposit





The Mineral Deposit for the Tomi Concession is as  follows as of December 31, 2002:





|Tonnes    (000s) |  | Grade    (g/T)
|----------------- |  | --------------
|                  |  |               
|699               |  | 3.2           




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





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





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





Production Statistics (since acquisition by Crystallex)





|100% Basis                           |  | 2002 |        | 2001 |  | 20001   |  
|------------------------------------ |  | ---- | ------ | ---- |  | ------- | -
|                                     |  |      |        |      |  |         |  
|Tomi Open Pit (100% Crystallex)      |  |      |        |      |  |         |  
|Tonnes Ore Mined                     |  |      | 25,644 |      |  | 120,876 |  
|Tonnes Waste Mined                   |  |      | 2,908  |      |  | 479,614 |  
|Tonnes Ore Processed                 |  |      | 27,998 |      |  | 122,000 |  
|Average Grade of Ore Processed (g/t) |  |      | 3.01   |      |  | 3.1     |  
|Recovery Rate (%)                    |  |      | 87     | %    |  | 92      | %
|                                     |  |      |        |      |  |         |  
|Production (ounces)                  |  |      | 2,347  |      |  | 11,132  |  
|                                     |  |      |        |      |  |         |  




|                                                         
|---------------------------------------------------------
|1For the portion of the year controlled by    Crystallex.




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





Tomi  (Charlie Richards) Underground Mine





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





Production is not forecast to approach design levels until later in the  fourth quarter of 2003 because insufficient capital during the first quarter  limited development work to the first mining stope.  Development work has resumed in the second quarter and production  is subsequently





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expected to reach a level of about 30,000 ounces per year beginning in  2004.  During 2003, approximately US$2.3  million of capital is planned for underground mining equipment and ramp  development.





Financing





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





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





Revemin Mill





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





Revemin  Mill Production





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

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





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





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





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





Las Cristinas 4, 5, 6 and 7





On September 17, 2002, Crystallex entered into a mining agreement (the  Agreement) with the Corporacion Venezolana de Guayana (the CVG), acting  under the authority of the Venezuelan Ministry of Energy and Mines (MEM)  and pursuant to Venezuelan mining law, under which Crystallex has been granted  the right to develop the Las Cristinas 4, 5, 6 and 7 gold deposits (the Las  Cristinas Deposits) in the Municipality of Sifontes, Bolivar State,  Venezuela. The CVG is the state organization responsible for the development of  all natural resources in Bolivar State, with the exception of oil.





Background





The Agreement represents the culmination of a long-standing effort by  Crystallex to obtain the mining rights for, and gain possession of, the Las  Cristinas Deposits. Crystallex has for several years been involved in the  enforcement of its title rights to the Las Cristinas 4 and 6 concessions. One  of the obstacles to the enforcement of those rights was the mining contract  (the MINCA Contract) granted in 1992 by the CVG to Minera Las Cristinas,  C.A. (MINCA), a joint venture company owned by the CVG and Placer Dome Inc.  (Placer Dome) for the development of the Las Cristinas Deposits. In  November 2001, the CVG cancelled the MINCA Contract. In March, 2002 the MEM  declared that the MINCA Contract was terminated and reassumed control of those  mining rights. Although those actions did not have any effect on Crystallexs  title claim to the Las Cristinas 4 and 6 concessions, the
result of those  actions was that all assets impacted by the MINCA Contract reverted to the  Republic of Venezuela. Under an agreement between the MEM and the CVG dated May  16, 2002, the CVG was authorized by the MEM to contract for the development and  exploitation of the Las Cristinas Deposits and for the use of the related  assets including reports, data and existing infrastructure.  Crystallex was





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selected by the CVG as the party to develop the Las Cristinas Deposits  and entered into the Agreement with the CVG on September 17, 2002. Crystallex  has been advised by its Venezuelan counsel that the Agreement has been entered  into in accordance with all applicable Venezuelan laws and under the authority  granted to the CVG by the MEM. As the Agreement provides Crystallex with all  legal authority necessary to take possession of and develop the Las Cristinas  Deposits, including the commercialization and sale of gold, it is no longer  necessary for Crystallex to proceed with its various legal actions seeking to  enforce its title rights to the Las Cristinas 4 and 6 concessions.





Highlights





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

Overview





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





Mining  Operation Contract





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





The MOC has been entered into in accordance with applicable Venezuelan  laws and under authority granted to the CVG by the Ministry of Energy and  Mines.  A report in late February,





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2003 from the Commission of Energy and Mines of the National Assembly  of Venezuela and a report released in June 2003 by the Permanent  Comptrollership Commission of the National Assembly confirm the legal and administrative  process by which the contract rights of Minca, a previous partner with the CVG,  were terminated, and the process by which the related assets were repossessed  by the Republic of Venezuela, and by which the Government, through the CVG,  entered into the Mining Operation Contract with Crystallex.





Highlights of the Mining Operation Contract include:





| |  | All reserves and production are for the account of    Crystallex.                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | Initial term of 20 years, with two renewal terms,    each for ten years.                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | Compensation to the CVG consists of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | The CVG is responsible for obtaining all    environmental and mining permits, with Crystallex providing any necessary    technical information to support the permit applications.                                                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | Throughout the term of the Mining Operation    Contract, Crystallex will provide certain special programs which are intended    to create employment for the region and provide training programs, provide    technical assistance to local small miners associations, improve community    health care facilities and make various infrastructure improvements to water    sewage and roads.  Crystallex agreed    to hire 75 employees by the end of 2002 and an additional 50 employees by the    end of 2003.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | Crystallex is to present a Feasibility Study by    September, 2003 to the CVG for its approval.                                                                                                                                                                                                                                                                                                                                                                                                                  




Mine  Development Associates Technical Report





Mine Development Associates (MDA) of Reno Nevada completed an  estimate of the Las Cristinas mineralized material in March 2003, detailed in a  report issued in April 2003 (as discussed in the next paragraph).  Its estimate of March, 2003 relied on  original data and represents the first independent work conducted by Crystallex  on the property.  MDAs work





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will be incorporated into a comprehensive feasibility study.  Mineralized material, estimated using a 0.5  gram per tonne cut-off grade is tabled below:





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




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





Feasibility  Study





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





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





Project  Finance Advisory Mandate





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





Crystallex Rights Plan





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





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





El Callao Properties - The Lo  Increible Deposits





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





Location, Access, Infrastructure





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





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





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.





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





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





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





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





Geology and mineralization





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





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





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





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Ore Reserves





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





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




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




Mineral Deposit





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





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




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





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





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





Production Statistics (since acquisition by Crystallex)





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




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




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





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





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





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





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





The Kilometre 88 Area





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





Airports capable of servicing small aircraft are  located at the town of El Dorado, 55 miles to the north of the Albino  Concession, and at Tumeremo, 100 miles to the north of the Albino Concession.  Primary logistical support is available at Kilometre 88 or in the mining  settlement of





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Las Claritas.   Puerto Ordaz, located 220 miles to the north, offers full facilities for  the acquisition of equipment and spare parts.





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





Mineiro Concessions





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





The Santa Elena, Carabobo and  San Miguel Concessions





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





Santa Elena Concessions





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





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





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





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





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Carabobo  Concession





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





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





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





San Miguel 8 Concession





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





The San Gregorio Mining  Concession





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





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





Description  and Location





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





The San Gregorio property is comprised of contiguous mineral concessions  totaling 1,321 hectares (3,264 acres).   The current Ore Reserves are contained within two mine exploitation  grants, issued in November 1989 and June 1994, which are in effect for an  initial, renewable term of 15 years.  In  addition, Crystallex owns outright 1,087 hectares (2,686 acres) of the surface  estate within the





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project area and controls exploration rights on 20,000 hectares (49,400  acres) of prospective mineral lands in northern and southern Uruguay.








Property History





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





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





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





Mineralization





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





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





2001 Exploration Program





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





Ore Reserves





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





Ore Reserves





|(Probable)           |  | Ore Tonnes    (000s) |       | Grade    (g/t) |  | Contained    Gold (oz) | 
|-------------------- |  | --------------------- | ----- | -------------- |  | ---------------------- | 
|                     |  |                       |       |                |  |                        | 
|San Gregorio Project |  |                       | 1,122 |                |  | 1.7                    | 
|                     |  |                       |       |                |  |                        | 




The Ore Reserves were calculated using a 0.7g/t Au cutoff and a gold  price of $325/ounce.


The Ore Reserves were calculated by members of San Gregorios technical  staff using Medsystem modeling techniques.





Mineral  Deposit





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





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Mineral  Deposit





|                        |  | Tonnes    (000s) |       | Grade    (g/T) | 
|----------------------- |  | ----------------- | ----- | -------------- | 
|                        |  |                   |       |                | 
|San    Gregorio Project |  |                   | 8,134 |                | 
|                        |  |                   |       |                | 




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





The Mineral Deposit of San Gregorio was calculated by members of Minera  San Gregorios technical staff using the same Medsystem software employed in  the estimation of ore reserves. The Mineral Deposit figures are reported at a  0.5 g/t Au cutoff





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





Operations





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





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





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





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Production  Statistics





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




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





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





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





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





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





Permitting  and Environmental Matter





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





Financing





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





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





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





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





Crystallex is making the required principal payments on the U.S.$1.2  million equipment loan in monthly amounts of US$25,000 and as at December 31,  2002 had only one instalment of US$25,000 remaining. Crystallex shareholders have approved the issuance of up to 36,358,966





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Crystallex common shares to repay the SBL Loan  and up to an additional 1,000,000 Crystallex common shares upon the exercise of  warrants issued to SBL in connection with the SBL Loan (of which 833,334  warrants have expired or been exercised by their terms).





Knob Hill Property and Other  Properties





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





ITEM 5  Operating and Financial Review and Prospects





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





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





These consolidated financial statements have been reconciled to US GAAP  as discussed in Note 18 to the consolidated financial statements beginning on  pages 84 and F-1 of this Form 20-F.





Key  Highlights





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




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Key  Statistics





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




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




Restatement and Prior Period  Adjustment





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





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




1.          2002  information is contained in Crystallexs 2002 audited consolidated financial  statements that have audit report dated May 13, 2003.The 2001 information is  contained in Crystallexs 2001 audited consolidated financial statements that  have audit report dated May 8, 2002, and the 2000 information is contained in  Crystallexs 2000 audited consolidated financial statements that have audit  report dated March 27, 2001.





2.          Balances  reflected in the 2002 consolidated statements audit report dated May 13, 2003.





3.          Refer  to note 3 to the 2002 consolidated statements audit report.





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The impact of this restatement on U.S. GAAP  earnings is disclosed in note 18 to the 2002 consolidated statements which are  included in this F-1 filing and Form 20-F 2002.





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





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





A.        Operating  Results





Summary





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





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





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





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





Gold Production and Cost of Production





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





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





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





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





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





To partially offset lower production from the La Victoria mine, open  pit mining was undertaken on the Tomi concession early in the year.  This contributed about 2,300 ounces of gold  production in 2002.  Crystallexs focus  on the Tomi concession continues to be the development





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of a high grade underground mine.   At the Tomi underground mine, ore production has commenced from the  first mining stope.  Production from  Tomi will be ramped up over the course of the year and is expected to reach  design rates of about 30,000 ounces per year in early 2004.





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





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




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





Non GAAP  Measures





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





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





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





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




Write-downs  of Mining Interests and Investments  Prior Period Restatement





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





Review  of Operations





Overview





Crystallexs producing operations include the open pit San Gregorio  mine and mill in Uruguay and the La Victoria and Tomi open pit mines and the  new Tomi underground mine in Venezuela.





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Ore from the Venezuelan mines is processed at Crystallexs Revemin  mill, which is located ten kilometres from the La Victoria mine and twenty one  kilometres from the Tomi mine.





Key  Operating Statistics





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




Operating  Mines





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





B.          Liquidity  and Capital Resources





Working Capital and Cashflow





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





Cash and cash equivalents were $5.7 million at the end of 2002, down  from $14.4 million at the end of the preceding year.  The reduction in cash was largely due to making the US$15 million  payment to the Corporación Venezolana de Guayana, (CVG) for the acquisition  of the Las Cristinas data and infrastructure.   At the year end there was a working capital deficiency of





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$19.6 million as compared to working capital of $9.3 million in  2001.  Subsequent to the year end  Crystallex obtained additional financing and has undertakings for further  fundings.





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





Investing Activities





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





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





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





Financing Activities





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





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





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





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




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





Critical  Accounting Policies





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





New  Accounting Pronouncements





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





Risk  Factors





The profitability of Crystallex depends upon several identified factors  including levels of production, commodity prices, costs of operation, financing  costs, the successful integration of acquired assets and the risks associated  with mining activities.  Profitability  will further vary with discretionary expenditures such as investments in  technology, exploration and mine development.   Crystallex operates in an international marketplace and incurs exposure  to risks inherent in a multijurisdictional business environment including  political risks, varying tax





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regimes, country specific employment legislation and currency exchange  fluctuation.  Crystallex seeks to  minimize its exposure to these factors by implementing insurance and risk  management programs, monitoring debt levels and interest costs, and maintaining  employment and social policies consistent with sustaining a trained and stable  workforce.





Regulatory and Environmental Risks





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





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





Cyanide





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





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




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Uruguay





In Uruguay, two government agencies develop policies regarding  environmental protection, DINAMA, the National Directorate of the Environment,  and DNH, the National Directorate of Hydrology. A third agency, DINAMIGE, the  Directorate of Mining and Geology, joins DINAMA and DNH in the decision to  allow mining to proceed.





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





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





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





The three areas related to our work with DNH are:





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




Tailings Area.





| |  | Our liquid tailings treatment plant was commissioned    in 2001. It was designed to treat the tailings solution from the tailings    pond and to discharge the resultant innocuous liquid to the environment. The    original volume of liquid tailings at the time of commissioning of this plant    approached 800,000 cubic meters.  This    is currently down to 150,000 cubic meters.     DNH was pleased with this development as most of the issues    surrounding an abandoned tailings pond deal with the discharge of liquids.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | The tailings facility was designed by Golders    Associates and constructed under their supervision. The long term stability    of this facility is assured thorough design and operating criteria, and DNH    has accepted the concept and design.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Reclamation and planting  of mine waste dumps.





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




Removal of surface  facilities.





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




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





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:





| |  | A major North American geotechnical and    engineering company designed the tailings deposition facility for    Bolivar Goldfields
| | - | ----------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                   
| |  | The tailings dams were constructed according to    the specifications set out in the engineering project.                         
| |   |                                                                                                                                   
| |  | The tailings dams are being operated according to    the specifications set out in the engineering project.                       
| |   |                                                                                                                                   
| |  | The tailings dams are raised annually to accommodate    the next years production.                                                
| |   |                                                                                                                                   
| |  | The cost of raising the dams is expensed    annually.                                                                             
| |   |                                                                                                                                   
| |  | Certain areas of the tailings impoundment facility    are decommissioned as they reach design capacity.                           
| |   |                                                                                                                                   
| |  | These areas are revegetated and returned to nature.                                                                               




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| |  | Since the property has been under Crystallex    ownership, the annual inspection has been carried out by a Canadian    geotechnical consultant, M. A. J. Matich, the recipient of    the prestigious Leggett Award for recognition in the field of    Geotechnical Engineering.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                
| |  | Revemin staff inspect the tailings dams perimeter    once per day.                                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                
| |  | Representatives of the Ministry of the Environment    and Natural Resources (MARN) conduct planned bi-annual visits and    occasionally conduct unplanned inspections.                                                                                                       
| |   |                                                                                                                                                                                                                                                                                
| |  | Operations at Revemin have never been suspended    for non-compliance.                                                                                                                                                                                                         




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





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





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





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





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





Not Applicable.





D.          Trend  Information





Not Applicable.





E.          Off-Balance  Sheet Arrangements





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





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F.          Tabular  Disclosure of Contractual Obligations





|                                                                               |  | Payments Due by Period                      |           
|------------------------------------------------------------------------------ |  | ------------------------------------------- | ----------
|                                                                               |  |                                             |           
|Contractual    Obligations                                                     |  | Total                                       |           
|                                                                               |  |                                             |           
|Long-term Debt Obligations (SeeNote 9 to Notes to    Financial Statements)     |  |                                             |           
|(i)     Bank    Loan                                                           |  | $                                           | 16,900,000
|(ii)     Convertible    Notes                                                  |  | $                                           | 17,100,000
|Operating Lease Obligations (See Note 15 to Notes to    Financial Statements)  |  | $                                           | 605,902   
|Precious Metal Contracts (1) (See    Note 15 to Notes to Financial Statements) |  |                                             |           
|(i)     Fixed    Forward Contracts                                             |  | 77,598 oz    @ average    US$300    per oz. |           
|(ii)     Written    Call Options                                               |  | 60,852 oz    @ average    US$295    per oz. |           
|Bonds Letter of Credit (See Note 15 to Notes to    Financial Statements)       |  |                                             |           
|(i)     Environmental    Remediation Letter of Credit                          |  | $                                           | 1,500,000 
|(ii)     Performance    Bond                                                   |  | $                                           | 4,750,000 




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




Item 6   Directors, Senior Management and Employees





A.          Directors  and Senior Management





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





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




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|Daniel R. Ross    Toronto, Ontario,    Executive Vice President,    Corporate Counsel, and Secretary |  | Executive Vice President, Corporate Counsel, and    Secretary of Crystallex International Corporation |  |  |  | 
|---------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------- |  |  |  | 
|                                                                                                     |  |                                                                                                       |  |  |  | 
|Dr. Sadek El-Alfy    Seattle, Washington,    Vice President Operations                              |  | Vice President-Operations    Crystallex International Corporation                                     |  |  |  | 
|                                                                                                     |  |                                                                                                       |  |  |  | 
|Dr. Luca M. Riccio    Vancouver, British Columbia,    Vice President  Exploration                   |  | Vice President-Exploration    Crystallex International Corporation                                    |  |  |  | 
|                                                                                                     |  |                                                                                                       |  |  |  | 
|Borden D. Rosiak    Toronto, Ontario,    Chief Financial Officer                                     |  | Chief Financial Officer    Crystallex International Corporation                                       |  |  |  | 
|                                                                                                     |  |                                                                                                       |  |  |  | 
|Kenneth Thomas,    Toronto, Ontario,    Chief Operating Officer                                      |  | Chief Operating Officer    Crystallex International Corporation                                       |  |  |  | 




---

(1)Member of the Audit Committee


(2) Member of the Executive Committee


(3) Member of the Corporate Governance  Committee


(4) Member of the Compensation Committee


(5) Member of the Nominating Committee


(6) Become director of El Callao Mining Corp.  subsequent to Crystallexs acquiring approximately 80% of the outstanding El  Callao shares.  SeeItem 4.A- Information on  the Company- History and Development of the Company- Important Acquisitions  Since January 1, 2001.





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





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





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





Marc J. Oppenheimer, President and Chief Executive  Officer.  Mr.  Oppenheimer has served as Crystallexs President and Chief Executive Officer  and a Crystallex Board member since





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





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





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





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





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





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





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





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





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





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





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





B.          Compensation





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





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Summary  Compensation Table for Executive Officers





|                                         |  |         |  | Annual    Compensation |         | Long Term    Compensation Award |     |                                     | 
|---------------------------------------- |  | ------- |  | ---------------------- | ------- | ------------------------------- | --- | ----------------------------------- | 
|                                         |  |         |  |                        |         |                                 |     |                                     | 
|Name and    Principal Position           |  | Year(1) |  | Salary    ($)          |         | Bonus(2)    ($)                 |     | Other    Annual Compensation    ($) | 
|                                         |  |         |  |                        |         |                                 |     |                                     | 
|Robert A Fung                            |  | 2002    |  |                        | NIL     |                                 | US$ | 100,000                             | 
|(Chairman of the                         |  | 2001    |  |                        | NIL     |                                 | US$ | 100,000                             | 
|Board  Feb. 12/98)                      |  |         |  |                        |         |                                 | $   | 350,000                             | 
|                                         |  | 2000    |  |                        | NIL     |                                 | US$ | 100,000                             | 
|                                         |  |         |  |                        |         |                                 |     |                                     | 
|Marc J. Oppenheimer                      |  | 2002    |  | US$                    | 449,996 |                                 | US$ | 195,000                             | 
|President & Chief Executive Officer      |  | 2001    |  | US$                    | 418,461 |                                 | US$ | 195,000                             | 
|(Feb. 20/95 to present)                  |  | 2000    |  | US$                    | 357,808 |                                 | US$ | 182,000                             | 
|                                         |  |         |  |                        |         |                                 |     |                                     | 
|Daniel R. Ross                           |  | 2002    |  | $                      | 400,000 |                                 | $   | 178,024                             | 
|Executive Vice President and             |  | 2001    |  | $                      | 166,667 |                                 | $   | 83,333                              | 
|Corporate Counsel (July 1/01 to present) |  | 2000    |  |                        | NIL     |                                 |     | NIL                                 | 
|                                         |  |         |  |                        |         |                                 |     |                                     | 
|Dr. Sadek El-Alfy                        |  | 2002    |  | US$                    | 222,000 |                                 | US$ | 25,000                              | 
|Vice President, Operations               |  | 2001    |  | US$                    | 222,000 |                                 | US$ | 50,000                              | 
|(Feb./97 to present)                     |  | 2000    |  | US$                    | 174,000 |                                 | US$ | 50,000                              | 
|                                         |  |         |  |                        |         |                                 |     |                                     | 
|Dr. Luca M. Riccio                       |  | 2002    |  |                        | NIL     |                                 | $   | 15,000                              | 
|Vice President, Exploration              |  | 2001    |  |                        | NIL     |                                 | $   | 15,000                              | 
|(Dec. 2/96 to present)                   |  | 2000    |  |                        | NIL     |                                 |     | NIL                                 | 
|                                         |  |         |  |                        |         |                                 |     |                                     | 
|Borden Rosiak                            |  | 2002    |  | $                      | 49,800  |                                 | $   | 20,000                              | 
|Chief Financial Officer                  |  | 2001    |  |                        | N/A     |                                 |     |                                     | 
|(Oct 2002 to present)                    |  | 2000    |  |                        | N/A     |                                 |     |                                     | 




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




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Stock Options





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





Option  grants during the year ended December 31, 2002





|Name                |  | Securities    Under    Option(1)(3)(#) |  | % of Total    Options    Granted to    Employees in    Financial Year(2) |  | Exercise    or    Base Price    ($/Security) |  | Market    Value    of Securities    Underlying    Options on the    Date of Grant    ($/Security) |  | Expiration    Date
|------------------- |  | -------------------------------------- |  | ------------------------------------------------------------------------ |  | -------------------------------------------- |  | ------------------------------------------------------------------------------------------------- |  | ------------------
|                    |  |                                        |  |                                                                          |  |                                              |  |                                                                                                   |  |                   
|Robert A. Fung      |  | 55,000                                 |  | 14.7                                                                     |  | 2.23                                         |  | 2.23                                                                                              |  | July 16, 2012     
|Marc J. Oppenheimer |  | 40,000                                 |  | 10.7                                                                     |  | 2.23                                         |  | 2.23                                                                                              |  | July 16, 2012     
|Daniel R. Ross      |  | 50,000                                 |  | 13.3                                                                     |  | 2.23                                         |  | 2.23                                                                                              |  | July 16, 2012     
|Dr. Sadek El-Alfy   |  | NIL                                    |  |                                                                         |  |                                             |  |                                                                                                  |  |                  
|Dr. Luca M. Riccio  |  | NIL                                    |  |                                                                         |  |                                             |  |                                                                                                  |  |                  
|Borden Rosiak       |  | NIL                                    |  |                                                                          |  |                                              |  |                                                                                                   |  |                   




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




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





Aggregated  option exercises during the year ended December 31, 2002  and financial year-end option values





|Name                |  | Securities    Acquired    on    Exercise (#) |             | Aggregate    Value    Realized ($) |               | Unexercised    Options    at F.Y. End (#) |  | Value of    Unexercised    in-the-Money    Optionsat F.Y. End ($)
|------------------- |  | -------------------------------------------- | ----------- | ---------------------------------- | ------------- | ----------------------------------------- |  | -----------------------------------------------------------------
|                    | 
|Exercisable         |  | Unexercisable                                | Exercisable |                                    | Unexercisable
|                    |  |                                              |             |                                    |               |                                           |  |                                                                  
|Robert A. Fung      |  | NIL                                          |             | NIL                                |               | 1,802,500                                 |  | NIL                                                              
|Marc J. Oppenheimer |  | 200,000                                      |             | 347,500                            |               | 1,845,000                                 |  | NIL                                                              
|Daniel R. Ross      |  | 70,000                                       |             | 78,800                             |               | 510,000                                   |  | NIL                                                              
|Dr. Sadek El-Alfy   |  | 150,000                                      |             | 237,500                            |               | 85,000                                    |  | NIL                                                              
|Dr. Luca M. Riccio  |  | 120,000                                      |             | 150,100                            |               | 85,000                                    |  | NIL                                                              
|Borden Rosiak       |  | NIL                                          |             |                                   |               | NIL                                       |  | NIL                                                              




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





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





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





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




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




Directors will continue to be paid market value for special projects in  which they are engaged on behalf of Crystallex, such as legal or investment  work, etc.  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 in June, 2004.  See Item 6.A for the period during which  Crystallexs current directors have held their office.





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





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





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





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





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D.          Employees





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





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




Approximately 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       July 28, 2003, by each of Crystallexs directors and executive  officers, and information concerning options to purchase common shares each of  such persons owns.  All dollar amounts  shown in this table are in Canadian dollars unless otherwise noted.





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




|                                                                     
|---------------------------------------------------------------------
|*  Less than 1% of common shares outstanding    as of  July 28, 2003.




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(1)  Information on Common  Shares beneficially owned is not within the knowledge of the management of  Crystallex and has been furnished by the respective persons.





(2)  The  percentage indicated for each named person is based upon 112,108,534  common shares issued and outstanding as of July 28, 2003 and the  number of common shares underlying the immediately exercisable options held by  such person.  The percentage  calculations for each named person do not include any common shares  beneficially owned by any other person or any common shares issuable upon the  exercise of any other currently outstanding options, warrants, or other rights  to acquire common shares, other than those beneficially owned by such person.





Crystallex is authorized to issue to its  officers, directors, employees, and consultants options to acquire an aggregate  of up to 10,500,000 common shares under its Incentive Share Option Plan that it  adopted in 1997 and amended in 1998, 2000, 2001, and 2002.  As of July 28, 2003, there were 5,913,500 options available for issuance  under the Option Plan.





Crystallex entered into an employment agreement with Marc J.  Oppenheimer effective March 6, 2000 setting out the terms under which Mr.  Oppenheimer would act as President and Chief Executive Officer of  Crystallex.  Pursuant to this agreement,  Mr. Oppenheimer receives, effective January 1, 2003, a base salary of  US$390,000 as well as a benefits package.   In addition, the agreement allows for Mr. Oppenheimer to negotiate a  bonus and incentive plan with Crystallex.   The incentive plan negotiated by Mr. Oppenheimer allows for the grant to  him of such number of options to purchase Common Shares as the Board of  Directors deems appropriate.  In the  event of a change of ownership or control of Crystallex, Mr. Oppenheimer may  terminate the agreement.  If, after any  such change of control, Crystallex fails to comply with the agreement, then Mr.  Oppenheimer will receive a lump sum payment equivalent to not less than three  years of
compensation and benefits.  The  agreement has an expiry date of March 5, 2007, with automatic one-year  extensions unless Crystallex gives Mr. Oppenheimer a minimum of three years  written notice of termination prior to the anniversary date of the agreement.





Crystallex entered into an employment contract with Daniel R. Ross  effective July 1, 2002 setting out the terms under which Mr. Ross has agreed to  serve as Executive Vice  President and Corporate Counsel of Crystallex.  Pursuant to the agreement Mr. Ross receives  an annual base salary of Cdn $400,000 as well as a benefits package.  In addition, the agreement provides for the  negotiation and payment of an annual bonus.   In the event of a change in control of Crystallex resulting in  termination of employment or failure by Crystallex to abide by the terms of the  employment contract, Mr. Ross is entitled to receive salary, bonus and benefits  for a period of three years or until the termination date of the employment  contract whatever is greater.  The term  of employment ends on December 31, 2006 subject to renewal.





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Item 7   Major Shareholders and Related Party Transactions





A.          Major  Shareholders





|(a) | As far as known by Crystallex,    and except as set forth in subparagraph (b) below, Crystallex is not directly    or indirectly owned or controlled by another corporation(s) or by any foreign    government.                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                               
|(b) | The table below sets forth    information as of July 28, 2003, with respect to any person who is known to    Crystallex to be the owner of more than 5% of Crystallexs common voting    securities outstanding and the total amount of common shares owned to    the best knowledge of Crystallex, by the officers and directors of Crystallex    as a group.
|    |                                                                                                                                                                                                                                                                                                                                                               
|(c) | None of Crystallexs    shareholders have different voting rights.                                                                                                                                                                                                                                                                                            




|Name and Address(1)                                                               |  | No. of    Common Shares |  | Percentage    of    Outstanding    Common Shares(2)
|--------------------------------------------------------------------------------- |  | ----------------------- |  | ---------------------------------------------------
|                                                                                  |  |                         |  |                                                    
|Cede & Co.    Box 20    Bowling Green Station    New York, New York 10274         |  | 79,094,945              |  | 70.6%                                              
|CDS & Co.    25 The Explanade    Box 1038, Station A    Toronto, Ontario  M5E 1W5 |  | 22,660,591              |  | 20.2%                                              




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




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





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





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





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B.          Related  Party Transactions





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








(a) Paid mineral property acquisition costs and  expenses of $38,455,081 (2001 - $4,651,220; 2000 - $12,643,590) directly, or on  behalf of Ventures (Barbados) Ltd, a wholly owned subsidiary, including fees of  $13,144,975 in 2002 (2001 - $3,129,283, 2000 - $2,753,031), to a law firm  related to a director of Crystallex.





(b) Paid or accrued consulting and management fees of  $606,249 (2001 - $665,835, 2000 -$619,530) to directors and an officer of  Crystallex and companies related to directors and an officer of Crystallex.





(c) Paid or accrued legal fees of $23,815 (2001-  $431,908, 2000 - $485,674) to law firms related to directors of Crystallex. 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, 2002, 2001, and 2000 are included herewith, together with  the auditors reports for each of these periods.





Legal Proceedings





See  Item 4.D. - Information on the Company  Risk Factors  Las Cristinas  Properties - Court actions by MINCA allege that it has the right to mine the  Las Cristinas properties, which actions, if successful, might remove the legal  authority under which the CVG granted to Crystallex the





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administration of the Las Cristinas  properties - The Las Cristinas Deposits are located in an area where mining  activities may be restricted, thereby impairing the ability of Crystallex to  exploit the Las Cristinas Deposits.





Dividends





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





B.          Significant  Changes





None.





Item 9   The Offer and Listing





A.          Offer  and Listing Details





(4)          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:





The Toronto Stock Exchange  Prices in Canadian Dollars





Fiscal Year Ended





|     |  | 2002 |      | 2001 |  | 2000 |  | 1999 |      | 1998 | 
|---- |  | ---- | ---- | ---- |  | ---- |  | ---- | ---- | ---- | 
|     |  |      |      |      |  |      |  |      |      |      | 
|High |  |      | 3.85 |      |  | 3.45 |  |      | 4.25 |      | 
|Low  |  |      | 1.89 |      |  | 0.99 |  |      | 1.19 |      | 




Fiscal  Quarter Ended





|     |  |  |       |  | March 31 |      | June 30 |  | Sept. 30 |  | Dec. 31 |     
|---- |  |  | ----- |  | -------- | ---- | ------- |  | -------- |  | ------- | ----
|     |  |  |       |  |          |      |         |  |          |  |         |     
|2003 |  |  | High  |  |          | 2.44 |         |  | 2.86     |  |         |     
|     |  |  | Low   |  |          | 1.25 |         |  | 1.00     |  |         |     
|     |  |  | Close |  |          | 1.46 |         |  | 1.88     |  |         |     
|2002 |  |  | High  |  |          | 3.30 |         |  | 3.79     |  |         | 3.85
|     |  |  | Low   |  |          | 2.53 |         |  | 2.10     |  |         | 2.02
|     |  |  | Close |  |          | 3.15 |         |  | 2.71     |  |         | 3.72
|2001 |  |  | High  |  |          | 1.59 |         |  | 2.85     |  |         | 3.45
|     |  |  | Low   |  |          | 0.99 |         |  | 1.10     |  |         | 1.65
|     |  |  | Close |  |          | 1.15 |         |  | 2.20     |  |         | 1.89




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Month  Ended





|     |  | January    2003 |      | February    2003 |  | March    2003 |  | April    2003 |      | May    2003 |  | June     2003 | 
|---- |  | --------------- | ---- | ---------------- |  | ------------- |  | ------------- | ---- | ----------- |  | ------------- | 
|     |  |                 |      |                  |  |               |  |               |      |             |  |               | 
|High |  |                 | 2.44 |                  |  | 2.14          |  |               | 1.70 |             |  | 1.55          | 
|Low  |  |                 | 2.03 |                  |  | 1.65          |  |               | 1.25 |             |  | 1.00          | 




The American Stock Exchange  Prices in U.S. Dollars





Fiscal  Year Ended








|     |  | 2002 |      | 2001 |  | 2000 |  | 1999 |        | 1998 | 
|---- |  | ---- | ---- | ---- |  | ---- |  | ---- | ------ | ---- | 
|     |  |      |      |      |  |      |  |      |        |      | 
|High |  |      | 2.46 |      |  | 2.20 |  |      | 2.8125 |      | 
|Low  |  |      | 1.21 |      |  | 0.68 |  |      | 0.75   |      | 




Fiscal  Quarter Ended





|     |  |  |       |  | March 31 |      | June 30 |  | Sept. 30 |  | Dec. 31 |     
|---- |  |  | ----- |  | -------- | ---- | ------- |  | -------- |  | ------- | ----
|     |  |  |       |  |          |      |         |  |          |  |         |     
|2003 |  |  | High  |  |          | 1.55 |         |  | 2.15     |  |         |     
|     |  |  | Low   |  |          | 0.85 |         |  | 0.69     |  |         |     
|     |  |  | Close |  |          | 1.04 |         |  | 1.39     |  |         |     
|2002 |  |  | High  |  |          | 2.10 |         |  | 2.46     |  |         | 2.46
|     |  |  | Low   |  |          | 1.59 |         |  | 1.26     |  |         | 1.28
|     |  |  | Close |  |          | 1.99 |         |  | 1.79     |  |         | 2.29
|2001 |  |  | High  |  |          | 1.68 |         |  | 1.91     |  |         | 2.20
|     |  |  | Low   |  |          | 0.95 |         |  | 0.68     |  |         | 1.06
|     |  |  | Close |  |          | 1.38 |         |  | 1.48     |  |         | 1.17




Month  Ended





|     |  | January    2003 |      | February    2003 |  | March    2003 |  | April    2003 |      | May    2003 |  | June     2003 | 
|---- |  | --------------- | ---- | ---------------- |  | ------------- |  | ------------- | ---- | ----------- |  | ------------- | 
|     |  |                 |      |                  |  |               |  |               |      |             |  |               | 
|High |  |                 | 1.55 |                  |  | 1.42          |  |               | 1.14 |             |  | 1.05          | 
|Low  |  |                 | 1.37 |                  |  | 1.11          |  |               | .85  |             |  | .69           | 




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





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B.          Plan  of Distribution





Not applicable





C.          Markets





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





D.          Selling  Shareholders





Not applicable





E.          Dilution





Not applicable





F.          Expenses  of the Issue





Not applicable





Item 10   Additional Information





A.          Share  Capital





Not applicable





B.          Memorandum  and Articles of Association





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





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time to time.  The Act provides  that unless the articles or by-laws of or a unanimous shareholder agreement  relating to a corporation otherwise provides, the directors may borrow money on  the credit of the corporation and issue debt obligations of the  corporation.  Neither the articles nor  the by-laws of Crystallex restrict the power of the directors in this  regard.  Neither the 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 ratably in any  distribution of the assets of Crystallex upon liquidation, dissolution or  winding-up, subject to the prior rights of the holders of shares ranking in  priority to the common shares.  The  Class A preference shares and Class B preference shares are issuable in  series.  Each such series may consist of  such number of shares and have such designation, rights, privileges, restrictions  and conditions attached thereto as may be determined by the board of directors  of Crystallex, subject to the provisions attached to
the Class A preference  shares as a class or the Class B preference shares as a class, as the case  may be. The Class A preference shares and the Class B preference shares  shall each rank ahead of the common shares with respect to the distribution of  assets of Crystallex upon liquidation, dissolution or a winding-up.  The rights of holders of Crystallex common shares  may only be changed by articles of amendment.   Articles of amendment require the passage of a special resolution of  shareholders.





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





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





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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 the Company  Property, Plants and Equipment  Las  Cristinas 4, 5, 6 and 7.





C.          Material  Contracts (since July 10, 2001)





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





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





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





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





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





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





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





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





D.          Exchange  Controls





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





E.          Taxation





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





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





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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.





(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





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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 579 Richmond Street  West, # 301, Toronto, Ontario, Canada M5Z 1Y6.





I.          Subsidiary  Information





Not applicable





Item 11   Quantitative and Qualitative Disclosures About Market Risks





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





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





Gold Contracts





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





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





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




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





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





Accounting for Derivative Instruments





Written  call options





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





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Fixed  forward contracts





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





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





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





Item 12   Description of Securities Other Than Equity Securities





Not Applicable





PART II





Item 13   Defaults, Dividend Arrearages and Delinquencies





None





Item 14   Material Modifications to the Rights of Security Holders and Use of Proceeds





A.Not  Applicable





B.In  1997, Crystallexs Board of Directors  adopted, and the shareholders approved, a rights plan.  See Item 4.D - Information on the  Company  Property, Plants and Equipment  Las Cristinas 4 and 6 Concessions   Company Corporate Matters Related to the Concession. Crystallexs shareholders reapproved the plan in 2000.





C.Not  Applicable.





D.Not  Applicable.





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E.          Use  of Proceeds





Not Applicable





Item 15   Controls and Procedures





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





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





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





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





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





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Item 16A   Audit Committee Financial Expert





Not Applicable





Item 16B  Code of Ethics





Not Applicable





Item 16C  Principal Accountant Fees and Services





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








|Type                  |  | 2002 |         | 2001 |  
|--------------------- |  | ---- | ------- | ---- | -
|                      |  |      |         |      |  
|Audit Fee             |  | $    | 506,830 |      | $
|Audit-Related Fee (1) |  |      | 241,132 |      |  
|Tax Fee (2)           |  |      | 22,103  |      |  
|All Other Fees (3)    |  |      | 18,185  |      |  
|Totals                |  | $    | 788,250 |      |  




|                                                                                                                                                                                                                                                                                      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)          Consisting of    reviewing Crystallexs quarterly financial statements with Crystallexs audit    committee and assisting Crystallex on its responses to various securities    regulatory agencies regarding Crystallexs year-end and quarterly financial    statements.
|(2)          Consisting    of preparing certain of Crystallexs Canadian and foreign tax returns.                                                                                                                                                                                     
|(3)          Consisting    of reviewing Crystallexs 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.                            




PART III





ITEM 17  Financial Statements





Not Applicable.





ITEM 18  - Financial Statements





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





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ITEM 19   Exhibits





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




|                                                                                  
|----------------------------------------------------------------------------------
|(1)Filed as identically    numbered exhibit in Form 20-F, filed on August 7, 2003.
|                                                                                  

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| | Consolidated    Financial Statements of
| | ---------------------------------------
| |                                        
| | CRYSTALLEX    INTERNATIONAL CORPORATION
| |                                        
| | December    31, 2002 and 2001          
| |                                        
| | (As    Restated - Note 2)              
| |                                        
| | (Expressed    in Canadian dollars)     




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




Independent  Auditors Report





To the Shareholders of


Crystallex International Corporation





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





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





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





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











Chartered Accountants





Toronto, Ontario


July 25, 2003





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





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











Chartered Accountants





Toronto, Ontario


July 25, 2003








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|CRYSTALLEX INTERNATIONAL    CORPORATION
|---------------------------------------
|Table of Contents                      
|December 31, 2002 and 2001             
|                                       




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




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|CRYSTALLEX    INTERNATIONAL CORPORATION    
|-------------------------------------------
|Consolidated    Balance Sheets             
|As at    December 31 (As restated - Note 2)
|(Expressed    in Canadian dollars)         
|                                           




|                                              |  | 2002 |              | 2001 |  
|--------------------------------------------- |  | ---- | ------------ | ---- | -
|                                              |  |      |              |      |  
|ASSETS                                        |  |      |              |      |  
|CURRENT                                       |  |      |              |      |  
|Cash    and cash equivalents                  |  | $    | 5,695,130    |      | $
|Accounts    receivable                        |  |      | 2,332,437    |      |  
|Production    inventories (Note 4)            |  |      | 8,544,920    |      |  
|Supplies    inventory and prepaid expenses    |  |      | 536,843      |      |  
|Investments    (Note 5)                       |  |      | 89,329       |      |  
|Due    from related parties                   |  |      | 88,164       |      |  
|Current    portion of deferred charge         |  |      |             |      |  
|                                              |  |      |              |      |  
|                                              |  |      | 17,286,823   |      |  
|SECURITY DEPOSITS                             |  |      | 208,887      |      |  
|INVESTMENT (Note 5)                           |  |      | 640,000      |      |  
|PROPERTY, PLANT AND EQUIPMENT    (Note 7)     |  |      | 154,303,830  |      |  
|DEFERRED CHARGE                               |  |      | 7,765,576    |      |  
|DEFERRED FINANCING FEES    (Note 8)           |  |      | 2,162,868    |      |  
|                                              |  |      |              |      |  
|TOTAL ASSETS                                  |  | $    | 182,367,984  |      | $
|                                              |  |      |              |      |  
|LIABILITIES                                   |  |      |              |      |  
|CURRENT                                       |  |      |              |      |  
|Accounts    payable and accrued liabilities   |  | $    | 17,385,724   |      | $
|Due    to related parties                     |  |      | 245,925      |      |  
|Current    portion of deferred credit         |  |      | 11,401,347   |      |  
|Current    portion of long-term debt (Note 9) |  |      | 7,850,256    |      |  
|                                              |  |      |              |      |  
|                                              |  |      | 36,883,252   |      |  
|RECLAMATION PROVISION                         |  |      | 1,048,726    |      |  
|LONG-TERM DEBT (Note 9)                       |  |      | 26,206,277   |      |  
|DEFERRED CREDIT                               |  |      | 35,001,677   |      |  
|                                              |  |      |              |      |  
|                                              |  |      | 99,139,932   |      |  
|                                              |  |      |              |      |  
|MINORITY INTEREST                             |  |      | 143,517      |      |  
|                                              |  |      |              |      |  
|COMMITMENTS AND    CONTINGENCIES (Note 15)    |  |      |              |      |  
|SHAREHOLDERS    EQUITY                       |  |      |              |      |  
|SHARE CAPITAL (Note 10)                       |  |      | 193,349,000  |      |  
|SPECIAL WARRANTS (Note 10)                    |  |      | 4,557,450    |      |  
|EQUITY COMPONENT OF    CONVERTIBLE NOTES      |  |      | 3,878,322    |      |  
|CONTRIBUTED SURPLUS                           |  |      | 5,801,535    |      |  
|DEFICIT                                       |  |      | (124,501,772 | )    |  
|                                              |  |      |              |      |  
|                                              |  |      | 83,084,535   |      |  
|                                              |  |      |              |      |  
|                                              |  | $    | 182,367,984  |      | $
|                                              |  |      |              |      |  




|Marc J. Oppenheimer,    Director | David I. Matheson,    Director
|---------------------------------- | --------------------------------




F-4


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|CRYSTALLEX    INTERNATIONAL CORPORATION          
|-------------------------------------------------
|Consolidated Statements of    Operations         
|Years    ended December 31 (As restated - Note 2)
|(Expressed    in Canadian dollars)               
|                                                 




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




F-5


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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Consolidated Statements of Cash    Flows         
|Years    ended December 31 (As restated - Note 2)
|(Expressed    in Canadian dollars)               
|                                                 




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




Supplemental disclosure with respect to cash flows (Note 13)





F-6


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|CRYSTALLEX    INTERNATIONAL CORPORATION                      
|-------------------------------------------------------------
|Consolidated Statements of Changes    in Shareholders Equity
|Years    ended December 31 (As restated - Note 2)            
|(Expressed    in Canadian dollars)                           
|                                                             




|                                                |  | Number
        of Shares |            | Amount |   | Number ofSpecial
        Warrants |  | Amount |            | Number of
        Warrants |   | ContributedSurplus |   | Deficit |            | Equity
        Component of
        Convertible
        Notes |   | Total     |  
|----------------------------------------------- |  | ------------------------ | ---------- | ------ | - | --------------------------------- |  | ------ | ---------- | -------------------------- | - | ------------------ | - | ------- | ---------- | ------------------------------------------------------------- | - | --------- | -
|                                                |  |                          |            |        |   |                                   |  |        |            |                            |   |                    |   |         |            |                                                               |   |           |  
|Balance
        at December 31, 1999            |  |                          | 45,295,569 |        | $ | 105,393,744                       |  |        |           |                            | $ |                   |   |         | 7,919,643  |                                                               | $ |          |  
|Shares
        issued on exercise of options    |  |                          | 2,222,208  |        |   | 2,285,708                         |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Shares
        issued on conversion of warrants |  |                          | 959,200    |        |   | 1,418,387                         |  |        |           |                            |   |                   |   |         | (959,200   | )                                                             |   |          |  
|Shares
        issued for management fees       |  |                          | 29,536     |        |   | 69,557                            |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Shares
        issued for legal fees            |  |                          | 300,000    |        |   | 698,820                           |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Shares
        issued for Bolivar Acquisition   |  |                          | 1,268,749  |        |   | 2,345,631                         |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Shares
        issued for Las Cristinas         |  |                          | 4,580,404  |        |   | 10,956,327                        |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Shares
        issued on conversion of notes    |  |                          | 4,498,555  |        |   | 7,500,284                         |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Warrants
        issued with convertible notes  |  |                          |           |        |   |                                  |  |        |           |                            |   |                   |   |         | 3,008,557  |                                                               |   | 63,671    |  
|Warrants
        expired during the year        |  |                          |           |        |   |                                  |  |        |           |                            |   |                   |   |         | (2,000,000 | )                                                             |   |          |  
|Special
        warrants issued for cash        |  |                          |           |        |   |                                  |  |        | 1,025,000  |                            |   | 1,387,809          |   |         | 1,025,000  |                                                               |   | 567,835   |  
|Net income
        loss for the year            |  |                          |           |        |   |                                  |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|                                                |  |                          |            |        |   |                                   |  |        |            |                            |   |                    |   |         |            |                                                               |   |           |  
|Balance
        at December 31, 2000            |  |                          | 59,154,221 |        |   | 130,668,458                       |  |        | 1,025,000  |                            |   | 1,387,809          |   |         | 8,994,000  |                                                               |   | 631,506   |  
|Shares
        issued on exercise of options    |  |                          | 340,000    |        |   | 468,700                           |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Shares
        issued on conversion of warrants |  |                          | 1,460,443  |        |   | 2,318,889                         |  |        |           |                            |   |                   |   |         | (1,460,443 | )                                                             |   |          |  
|Shares
        issued for management fees       |  |                          | 65,466     |        |   | 104,550                           |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Shares
        issued for legal fees            |  |                          | 1,200,000  |        |   | 2,385,000                         |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Shares
        issued for El Callao             |  |                          | 3,987,535  |        |   | 5,150,520                         |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Shares
        issued for Las Cristinas         |  |                          | 1,035,689  |        |   | 2,597,247                         |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Shares
        issued on conversion of notes    |  |                          | 3,199,055  |        |   | 3,803,591                         |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Warrants
        issued with convertible notes  |  |                          |           |        |   |                                  |  |        |           |                            |   |                   |   |         | 2,666,938  |                                                               |   | 84,105    |  
|Conversion
        of special warrants          |  |                          | 1,025,000  |        |   | 1,387,809                         |  |        | (1,025,000 | )                          |   | (1,387,809         | ) |         |           |                                                               |   |          |  
|Shares
        issued for private placement     |  |                          | 3,111,111  |        |   | 3,162,042                         |  |        |            |                            |   |                    |   |         | 3,111,111  |                                                               |   | 3,699,935 |  
|Shares
        issued for bank loan             |  |                          | 4,701,615  |        |   | 13,214,573                        |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Shares
        issued for broker fees           |  |                          | 67,059     |        |   | 89,189                            |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Warrants
        expired during the year        |  |                          |           |        |   |                                  |  |        |           |                            |   |                   |   |         | (2,333,334 | )                                                             |   |          |  
|Equity
        component of convertible notes   |  |                          |           |        |   |                                  |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Net loss
        for the year                   |  |                          |           |        |   |                                  |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|                                                |  |                          |            |        |   |                                   |  |        |            |                            |   |                    |   |         |            |                                                               |   |           |  
|Balance
        at December 31, 2001            |  |                          | 79,347,194 |        |   | 165,350,568                       |  |        |           |                            |   |                   |   |         | 10,978,272 |                                                               |   | 4,415,546 |  
|Shares
        issued on exercise of options    |  |                          | 1,104,500  |        |   | 1,615,650                         |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Shares
        issued on conversion of warrants |  |                          | 2,495,125  |        |   | 6,251,422                         |  |        |           |                            |   |                   |   |         | (2,495,125 | )                                                             |   | (572,804  | )
|Shares
        issued for management fees       |  |                          | 42,612     |        |   | 110,955                           |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Shares
        issued for mineral property      |  |                          | 282,554    |        |   | 873,182                           |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Shares
        issued for bank loan             |  |                          | 677,711    |        |   | 1,714,609                         |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Shares
        issued for finders fee           |  |                          | 35,430     |        |   | 78,655                            |  |        |           |                            |   |                   |   |         |           |                                                               |   |          |  
|Shares
        issued 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  |  |                          |           |        |   |                                  |  |        |           |                            |   |                   |   |         | 3,195,023  |                                                               |   | 1,958,793 |  
|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          |   |         | 11,678,170 |                                                               | $ | 5,801,535 |  
|                                                |  |                          |            |        |   |                                   |  |        |            |                            |   |                    |   |         |            |                                                               |   |           |  




F-7


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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 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 primarily in Venezuela and Uruguay.





|2. | SIGNIFICANT ACCOUNTING POLICIES
|-- | -------------------------------




Basis  of presentation and restatements of consolidated financial statements





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





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





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





Principles  of consolidation





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





Translation  of foreign currencies





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





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





Cash  and cash equivalents





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





Marketable  securities





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





F-8


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|CRYSTALLEX    INTERNATIONAL CORPORATION          
|-------------------------------------------------
|Notes to    the Consolidated Financial Statements
|December 31, 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 income.





Allowance  for doubtful accounts





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





Plant  and equipment





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





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




Mineral  properties and deferred exploration and development expenditures





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





F-9


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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




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




Property  evaluations





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





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





Production  inventories





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





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





Income  taxes





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





Reclamation  costs





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





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





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 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.





Net  income (loss) per share





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





Commodity  derivative contracts (Note 3(j))





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





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





Stock-based  compensation plan





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





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





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





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 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.





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




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





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





The restatements had the following effect on  previously reported deficits:





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




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|CRYSTALLEX INTERNATIONAL CORPORATION             
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




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




The restatements had the following effect on assets  and liabilities as previously reported as at December 31, 2001:





|                                                                                   |  | Current     Assets |            | Other    Assets |   | Current    Liabilities |   | Other    Liabilities |           
|---------------------------------------------------------------------------------- |  | ------------------ | ---------- | --------------- | - | ---------------------- | - | -------------------- | ----------
|                                                                                   |  |                    |            |                 |   |                        |   |                      |           
|Balance as at December 31, 2001, as originally    reported                         |  | $                  | 27,859,341 |                 | $ | 170,484,662            |   | $                    | 19,926,621
|Restatements                                                                       |  |                    |            |                 |   |                        |   |                      |           
|Included    in the consolidated financial statements previously issued in May 2003 |  |                    |            |                 |   |                        |   |                      |           
|Reduction    to plant and equipment (a)                                            |  |                    |           |                 |   | (16,292,449            | ) |                      |          
|Reduction to mineral    properties (b)                                             |  |                    |           |                 |   | (19,746,087            | ) |                      |          
|Misstatement of    expenses (c)                                                    |  |                    |           |                 |   |                       |   |                      | 102,363   
|Foreign exchange conversion    gain (loss) (d)                                     |  |                    | (151,247   | )               |   | 1,934,867              |   |                      |          
|Gold loan conversion    (e)                                                        |  |                    |           |                 |   |                       |   |                      |          
|Minority interest (f)                                                              |  |                    |           |                 |   | (8,313,225             | ) |                      |          
|Write down of    investment (g)                                                    |  |                    |           |                 |   | (2,003,338             | ) |                      |          
|Reversal of capitalized    costs (h)                                               |  |                    |           |                 |   | (1,188,225             | ) |                      |          
|Equity component of    convertible notes (i)                                       |  |                    |           |                 |   |                       |   |                      |          
|Other                                                                              |  |                    |           |                 |   |                       |   |                      |          
|Further restatements:                                                              |  |                    |            |                 |   |                        |   |                      |           
|Commodity derivative    contracts (j)                                              |  |                    | 4,234,427  |                 |   | 10,161,956             |   |                      | 2,651,882 
|                                                                                   |  |                    |            |                 |   |                        |   |                      |           
|Balance as at December 31, 2001, as restated                                       |  | $                  | 31,942,521 |                 | $ | 135,038,161            |   | $                    | 22,680,866
|                                                                                   |  |                    |            |                 |   |                        |   |                      |           




F-13


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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




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




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





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




Effect  of further restatement on previously issued 2002 figures:





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





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 







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

|Deficit, as at December    31, 2002, as previously reported |  | $ | 105,684,858 | 
|----------------------------------------------------------- |  | - | ----------- | 
|Effect of restatement on    loss for the year               |  |   | 16,687,953  | 
|Effect of restatement on    prior year losses               |  |   | 2,128,961   | 
|                                                            |  |   |             | 
|Deficit, as at December    31, 2002, as restated            |  | $ | 124,501,772 | 
|                                                            |  |   |             | 




Balance sheet adjustments





|                                                       |  | Current    Assets |            | Other    Assets |   | Current    Liabilities |  | Other    Liabilities |           
|------------------------------------------------------ |  | ----------------- | ---------- | --------------- | - | ---------------------- |  | -------------------- | ----------
|                                                       |  |                   |            |                 |   |                        |  |                      |           
|Balance at December 31,    2002,as previously reported |  | $                 | 17,286,823 |                 | $ | 157,315,585            |  | $                    | 30,473,172
|Restatements                                           |  |                   |           |                 |   | 7,765,576              |  |                      | 6,410,080 
|                                                       |  |                   |            |                 |   |                        |  |                      |           
|Balance at December 31,    2002,as restated            |  | $                 | 17,286,823 |                 | $ | 165,081,161            |  | $                    | 36,883,252
|                                                       |  |                   |            |                 |   |                        |  |                      |           




Loss  for the year and loss per share





|Net loss for 2002, as    previously reported  |  |  |  |  |  |  | $ | (39,771,859 | )
|--------------------------------------------- |  |  |  |  |  |  | - | ----------- | -
|Restatement of non-hedge    derivative loss   |  |  |  |  |  |  |   | (17,728,125 | )
|Restatement of mining    revenue              |  |  |  |  |  |  |   | 1,040,172   |  
|                                              |  |  |  |  |  |  |   |             |  
|Net loss for 2002, as    restated             |  |  |  |  |  |  | $ | (56,459,812 | )
|                                              |  |  |  |  |  |  |   |             |  
|Net loss per share, as    previously reported |  |  |  |  |  |  | $ | (0.47       | )
|Per share effect of    restatements           |  |  |  |  |  |  |   | (0.20       | )
|                                              |  |  |  |  |  |  |   |             |  
|Net loss per share, as    restated            |  |  |  |  |  |  | $ | (0.67       | )
|                                              |  |  |  |  |  |  |   |             |  




| | (a) | Write down of plant and equipment
| | --- | ---------------------------------




The Companys Uruguay mill assets had previously been  amortized over a 20-year period and its mine equipment had been amortized over  a 10-year period.  These amortization  periods exceeded life of mine estimates at the date of acquisition in 1998,  estimated at 5 to 7 years.  Accordingly,  amortization expense of these assets has been increased by $3,586,279 and  $3,496,465 for the years ended December 31, 2001 and 2000, respectively,  and by $3,954,016 for fiscal years 1999 and 1998 through a cumulative  adjustment of the deficit as at December 31, 1999.


Management further concluded that the carrying values  of its Venezuelan Albino project plant and equipment assets were overstated  based upon a recoverability analysis, using assumptions and information  existing at December 31, 2001, including information that certain tools,  equipment and supplies would have to be purchased because of vandalism and  theft.  Accordingly, management has  retroactively written down these assets by $5,255,689 to record the impairment  in 2001.





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




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




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




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





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




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





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




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





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







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





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




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




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




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





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





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





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




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





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




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





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




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





F-17


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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




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




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




Written  call options





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





Fixed  forward contracts





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





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





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




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




|                               |  | 2002 |           | 2001 |  
|------------------------------ |  | ---- | --------- | ---- | -
|                               |  |      |           |      |  
|Gold in doré                   |  | $    | 870,186   |      | $
|Gold in process                |  |      | 663,882   |      |  
|Stockpiled ore                 |  |      | 141,117   |      |  
|Consumables and spare    parts |  |      | 6,869,735 |      |  
|                               |  |      |           |      |  
|                               |  | $    | 8,544,920 |      | $
|                               |  |      |           |      |  




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




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





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





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




Fiscal  2002





There were no business acquisitions during fiscal  2002.





Fiscal  2001





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





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





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




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





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|6. | ACQUISITIONS (continued)
|-- | ------------------------




Fiscal  2000





Effective July 27, 2000, the Company acquired 100% of  the outstanding share capital of Bolivar Goldfields, A.V.V.  That company, through its subsidiaries, is  involved in mining activities and the exploration and development of mineral  properties.





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





|Cash and cash equivalents                                 |  | $ | 266,520     |  
|--------------------------------------------------------- |  | - | ----------- | -
|Accounts receivable and    other assets                   |  |   | 775,504     |  
|Production and supplies    inventories                    |  |   | 1,139,000   |  
|Property, plant and    equipment                          |  |   | 36,046,792  |  
|Accounts payable and    accrued liabilities               |  |   | (8,863,887  | )
|Long-term debt                                            |  |   | (18,847,225 | )
|Minority interest                                         |  |   | (142,862    | )
|                                                          |  |   |             |  
|Consideration paid                                        |  | $ | 10,373,842  |  
|                                                          |  |   |             |  
|                                                          |  |   |             |  
|Consideration paid    consisted of:                       |  |   |             |  
|Cash    paid                                              |  | $ | 7,745,725   |  
|Common    shares of the Company (1,268,749 common shares) |  |   | 2,345,631   |  
|Acquisition    costs                                      |  |   | 282,486     |  
|                                                          |  |   |             |  
|                                                          |  | $ | 10,373,842  |  
|                                                          |  |   |             |  




|7. | PROPERTY, PLANT AND EQUIPMENT
|-- | -----------------------------




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





|                                                     |  | 2002                            |            
|---------------------------------------------------- |  | ------------------------------- | -----------
|                                                     |  |                                 |            
|                                                     |  | Cost, Net     of    Write downs |            
|                                                     |  |                                 |            
|Plant and equipment                                  |  | $                               | 62,619,774 
|Mineral properties                                   |  |                                 | 124,752,565
|Deferred exploration and    development expenditures |  |                                 | 10,232,150 
|                                                     |  |                                 |            
|                                                     |  | $                               | 197,604,489
|                                                     |  |                                 |            




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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|7. | PROPERTY, PLANT AND EQUIPMENT    (continued)
|-- | --------------------------------------------




|                                                     |  | 2001                            |            
|---------------------------------------------------- |  | ------------------------------- | -----------
|                                                     |  |                                 |            
|                                                     |  | Cost, Net     of    Write downs |            
|                                                     |  |                                 |            
|Plant and equipment                                  |  | $                               | 58,062,057 
|Mineral properties                                   |  |                                 | 87,593,791 
|Deferred exploration and    development expenditures |  |                                 | 8,234,094  
|                                                     |  |                                 |            
|                                                     |  | $                               | 153,889,942
|                                                     |  |                                 |            




Plant and equipment  and deferred exploration and development expenditures include the Companys San  Gregorio Mining concession acquired in October 1998.  The Uruguayan Government mining agency granted the Company  exploitation rights over the concession for 15 years subject to a net profit  royalty.





Costs of mineral  properties represent acquisition costs, net of write-downs, related to the  following:





|                                                    |  | 2002 |             | 2001 |  
|--------------------------------------------------- |  | ---- | ----------- | ---- | -
|                                                    |  |      |             |      |  
|Albino 1 Concession                                 |  | $    | 7,338,381   |      | $
|Bolivar Goldfields    Properties                    |  |      | 15,699,956  |      |  
|Cristinas Concessions                               |  |      | 78,819,620  |      |  
|El Callao Properties                                |  |      | 19,478,031  |      |  
|Mineiro Concession                                  |  |      |            |      |  
|Santa Elena, San Miguel    and Carabobo Concessions |  |      | 3,416,577   |      |  
|Knob Hill Property                                  |  |      |            |      |  
|                                                    |  |      |             |      |  
|                                                    |  |      | 124,752,565 |      |  
|Less: Accumulated depletion                         |  |      | (5,082,643  | )    |  
|                                                    |  |      |             |      |  
|                                                    |  | $    | 119,669,922 |      | $
|                                                    |  |      |             |      |  




Deferred exploration and development expenditures are  not re-characterized as costs of mineral properties once production has  commenced.





Albino 1  Concession





By agreement with Albino Bonucci, dated  December 23, 1992, the Company, through its subsidiaries, acquired a 100%  interest in the Albino 1 concession in Bolivar State, Venezuela.  A 1% Net Smelter Return Royalty is payable  to the Venezuelan Ministry of Energy and Mines (MEM) from the proceeds of  gold production.  This property was  written down by $13.3 million in fiscal 2001 (Note 3(b)).





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|7. | PROPERTY, PLANT AND EQUIPMENT    (continued)
|-- | --------------------------------------------




Bolivar  Goldfields Properties





During 2000, the Company acquired all of the  outstanding share capital of Bolivar Goldfields A.V.V.  This acquisition includes the Tomi  concession, Revemin mill and exploration lands in Venezuela.  The exploration lands include the  Dividival I and II, the Belen II, and the Marwani 1, 2, 5,6,7,9, and 11  concessions in the El Callao greenstone belt in Venezuela.





The Company has not yet submitted feasibility studies  for the Marwani 1,2,5,6,7,9, and 11 concessions but has requested extensions of  time for their presentation.  If the  extension is not granted the concession rights to Marwani property could be  revoked.  The Company believes the  extensions will be granted as it is common practice to grant such extensions;  however, there is no assurance of this.





Cristinas  Concessions





In November 2001, the Corporacion Venezolana de  Guayana (CVG) terminated the contract with a third party for the exploitation  of the Las Cristinas deposits.  In March  2002, the Venezuelan Ministry of Energy and Mines (MEM) passed a resolution  repossessing the Cristinas Concessions on behalf of the Republic of Venezuela  which in turn declared the underlying deposits reserved for the Republic of  Venezuela and authorized the MEM to contract the direct exploitation of the  area to the CVG.  Subsequently, the MEM  and the CVG entered into an agreement for the development of the deposits,  authorizing the CVG to enter into a mine operating contract with a third party.





On September 17, 2002, the Company entered into a  mining agreement (the Agreement) with the CVG, acting under the authority of  the MEM, pursuant to Venezuelan mining law, under which the Company has been  granted the exclusive right to explore, develop and exploit the Las Cristinas  4, 5, 6 and 7 gold deposits including the commercialization and sale of  gold.  This Agreement provides to the  Company the full right to develop and exploit the Cristinas deposits and, as a  result of entering into the Agreement, the Company has discontinued previous  legal proceedings to confirm its title rights to the Cristinas 4 and 6  concessions.





The aggregate cost incurred by the Company to December  31, 2002 to obtain the right to exploit the area is $78,819,620, represented by  $60,140,958 of payments in cash and $18,678,662 made through the issuance of  common shares of the Company.  Costs are  comprised of property payment and finders fees of $46,743,852 ($32,280,068  cash, $14,463,784 through shares) and professional fees of $32,075,768  ($27,860,890 cash, $4,214,878 through shares).   Share issuances are valued at the prior 5 day weighted average  trading price for the common shares on the American Stock Exchange.  The preceding amounts include payments to  related parties (Note 11) of $13,144,974 during the year ended  December 31, 2002 ($3,129,283 during the year ended December 31,  2001; $2,753,031 in 2000) and travel and administrative costs of $409,489 during  the year ended December 31, 2002 (2001  $325,728; 2000 -
$203,179).





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|7. | PROPERTY, PLANT AND EQUIPMENT    (continued)
|-- | --------------------------------------------




El  Callao Properties





By an agreement with Bema dated September 12, 2000 and  concurrently with the completion of the February 27, 2001 acquisition of ECM  (Note 6), the Company acquired 79.4% of the outstanding shares of ECM and, from  Bema, certain assets related to ECM.  As  a result of the acquisition, the Company now controls the Lo Increible project  in Venezuela comprised of the following:





Central  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 agreed to pay the last two payments related to the La Victoria  concessions (US$2,150,000) under the terms of the original purchase agreement  for the El Callao properties.





ECM has the right to acquire up to an additional 9%  interest in the Central Property by making payments to Vengroup equivalent to  the net present value of a 9% interest in the evaluated deposit and up to an  additional 10% interest by making payments to Vengroup equivalent to a 3% net  smelter return royalty.





Surrounding  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 fund minimum  exploration expenditures of US$3,000,000 over five years from the time certain  environmental permits are granted.





As at December 31, 2002, ECM has expended US$1,026,522  (December 31, 2001 - US$1,019,784) towards the exploration commitment but  is still awaiting the receipt of certain environmental permits in order to  further its exploration activities on the Surrounding Ground.





Mineiro  Concession





By an agreement dated March 11, 1997, the  Company, through its interest in Diamond Company Ltda, acquired a 65% interest  on the Mineiro concession, consisting of 9,600 hectares in Amapa State,  Brazil.  The carrying value of this  property was written off in fiscal 2002.





Santa  Elena, San Miguel and Carabobo 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 will own 80%  of the joint venture and ACOMISUR will own 20%, with the Companys subsidiary  being the operator. The proven and probable reserves of the properties have not  yet been determined.





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|7. | PROPERTY, PLANT AND EQUIPMENT    (continued)
|-- | --------------------------------------------




Knob  Hill Property





Crystallex has not  performed any mining activities on the Knob Hill property, located in British  Columbia, Canada.  During fiscal 2002,  management concluded that the long-term expectation was that the net carrying value  would not be recovered and accordingly the related capitalized costs were  written-off.





|8. | DEFERRED FINANCING FEES
|-- | -----------------------




Deferred financing fees of $2,162,868, net of  accumulated amortization of $312,647, (December 31, 2001 - $1,269,652, net  of accumulated amortization of $396,587) relate to costs incurred in the  issuance of the convertible notes and for a non-recourse credit facility.





|9. | LONG-TERM DEBT
|-- | --------------




|                                           |  | 2002 |            | 2001 |  
|------------------------------------------ |  | ---- | ---------- | ---- | -
|                                           |  |      |            |      |  
|Bank loans                                 |  | $    | 16,916,484 |      | $
|Convertible notes                          |  |      | 17,140,049 |      |  
|Loan payable                               |  |      |           |      |  
|                                           |  |      |            |      |  
|                                           |  |      | 34,056,533 |      |  
|Less: Current portion of    long-term debt |  |      | (7,850,256 | )    |  
|                                           |  |      |            |      |  
|                                           |  | $    | 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.   The loan, in the amount of $3,942,978, which matures on October 15,  2004, is secured by a guarantee of the Company, and bears interest at the LIBOR  rate plus 2% per annum.  The loan  agreement also restricts the Companys ability to enter into agreements  relating to the sale or purchase of gold.





On August 10, 2000, the Company, together with its  subsidiary Mineras Bonanza C.A., entered into a credit agreement with the  Standard Bank London Limited.  The loan,  which was subsequently amended by a First Amendment to the Credit Agreement in  the amount of $12,973,506, matures on January 15, 2006, is secured by charges  against the Venezuelan mining properties of the Company (save and except the Lo  Increible properties), a charge against the Companys Revemin mill and a pledge  of the securities of certain of the Companys subsidiaries, and bears interest  at the LIBOR rate plus 2.5% per annum.   The credit agreement also imposes restrictions on the Companys ability  to enter into metal trading agreements.





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes    to the Consolidated Financial Statements
|December    31, 2002 and 2001                    
|                                                 




|9. | LONG-TERM DEBT (continued)
|-- | --------------------------




Convertible notes





The Company has  issued convertible notes under various note indentures.  Upon issuance of the notes, the net  proceeds received were allocated between the liability and equity components of  the notes.  The liability component  represents the present value of the notes discounted using the interest rate  that would have been applicable to non-convertible debt.  The equity component represents the present  value of the interest payments, which the Company can settle through the  issuance of cash or shares, discounted at the same rate as the liability  component.  The holders of the notes  have the right to convert the principal of the debt into common shares.  Over the term of the notes the liability and  the interest components are accreted to their face value.  As at December 31, 2002, the Company has the following convertible  notes still outstanding:





Notes with an  aggregate principal amount of US$11,200,000 which mature on September 25,  2005, bear interest at 4% per annum and are convertible into common shares of  the Company at the option the holder.   The agreed upon conversion price of the notes is equal to the lower of  US$2.25 per common share or 95% of the current market price of the common shares  on the date immediately prior to the conversion.





A note with a  principal amount of US$2,200,000 which matures on September 30, 2003,  bears interest at 5% per annum and is convertible into common shares of the  Company at the option of the holder.   The agreed upon conversion price of the notes is equal 95% of the  current market price of the common shares on the date of the conversion.





Loan  payable





The loan payable was repayable on demand and bore  interest at the banks prime lending rate plus 1% per annum.  During 2002, the remaining balance of this  loan was repaid.





|10. | SHARE CAPITAL
|--- | -------------




|                                                       |  | 2002 |             | 2001 |  
|------------------------------------------------------ |  | ---- | ----------- | ---- | -
|                                                       |  |      |             |      |  
|Authorized                                             |  |      |             |      |  
|Unlimited    common shares, without par value          |  |      |             |      |  
|Unlimited    Class A preference shares, no par value |  |      |             |      |  
|Unlimited    Class B preference shares, no par value |  |      |             |      |  
|Issued                                                 |  |      |             |      |  
|91,722,278    common shares (2001 - 79,347,194)        |  | $    | 193,349,000 |      | $
|                                                       |  |      |             |      |  




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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|10. | SHARE CAPITAL (continued)
|--- | -------------------------




Warrants





As at December 31, 2002, warrants were outstanding  enabling the holders to acquire common shares as follows:





|Range of Exercise Price |  | Number    of Shares |           | WeightedAverage    Remaining    Contractual    Life (Years) | 
|----------------------- |  | ------------------- | --------- | ----------------------------------------------------------- | 
|                        |  |                     |           |                                                             | 
|$1.72 to $2.60          |  |                     | 727,500   |                                                             | 
|$2.61 to $3.87          |  |                     | 6,351,376 |                                                             | 
|$3.88 to $4.48          |  |                     | 4,599,294 |                                                             | 
|                        |  |                     |           |                                                             | 




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.





The following table  is a summary of the status of stock options outstanding at December 31,  2002:





|                           |  | Outstanding    and Exercisable Options |          
|-------------------------- |  | -------------------------------------- | ---------
|                           |  |                                        |          
|Range of    Exercise Price |  | Number    of Shares                    |          
|                           |  |                                        |          
|$0.85 to $1.00             |  |                                        | 1,742,500
|$1.41 to $1.75             |  |                                        | 1,521,000
|$2.00 to $2.65             |  |                                        | 3,689,000
|                           |  |                                        |          
|                           |  |                                        | 6,952,500
|                           |  |                                        |          




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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|10. | SHARE CAPITAL (continued)
|--- | -------------------------




A summary of the status of the stock option plan as at  December 31, 2002, 2001 and 2000 and changes during each year ended on  those dates follows:





|                                                                  |  | 2002 |                     | 2001 |   | 2000                                     | 
|----------------------------------------------------------------- |  | ---- | ------------------- | ---- | - | ---------------------------------------- | 
|                                                                  |  |      |                     |      |   |                                          | 
|                                                                  |  |      | Number of    Shares |      |   | Weighted    Average    Exercise    Price | 
|                                                                  |  |      |                     |      |   |                                          | 
|Outstanding and    exercisable, beginning of year                 |  |      | 7,707,000           |      | $ | 1.70                                     | 
|Granted                                                           |  |      | 350,000             |      |   | 2.28                                     | 
|Exercised                                                         |  |      | (1,104,500          | )    |   | 1.46                                     | 
|Cancelled                                                         |  |      |                    |      |   |                                         | 
|                                                                  |  |      |                     |      |   |                                          | 
|Outstanding and    exercisable, end of year                       |  |      | 6,952,500           |      | $ | 1.76                                     | 
|                                                                  |  |      |                     |      |   |                                          | 
|Weighted average fair value    of options granted during the year |  | $    | 1.16                |      |   |                                          | 
|                                                                  |  |      |                     |      |   |                                          | 




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 as if the Company had accounted for its employees stock  options under the fair value method.   The fair value for these options was estimated at the date of grant date  using a Black-Scholes option pricing model with the following weighted average  assumptions: risk-free interest rate of 4.22%, dividend yield of nil,  volatility factor of 75%, and a weighted-average expected life of the options  of 3.75 years.  The weighted average  fair value per share of options granted during 2002 was $1.16.





The following table presents the net loss and net loss  per share for the year ended December 31, 2002 had the Company recorded  stock options as compensation expense on the date of grant, which corresponds  to the date on which the options automatically vest.





|Net loss                                   |  | $ | (56,459,812 | )
|------------------------------------------ |  | - | ----------- | -
|Compensation expense under    Section 3870 |  |   | (404,979    | )
|                                           |  |   |             |  
|Pro forma net loss                         |  | $ | (56,864,791 | )
|                                           |  |   |             |  
|Pro forma basic loss per    share          |  | $ | (0.67       | )
|                                           |  |   |             |  




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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|10. | SHARE CAPITAL (continued)
|--- | -------------------------




Private  placements





On July 10, 2000, the Company issued 1,025,000 special  stock-warrant units under a private placement financing at a price of $2.00 for  aggregate net proceeds of $1,955,644, net of issuance expenses of $94,356.  Each unit consisted of one common share  warrant, and one common share special purchase warrant.  Each common share special purchase warrant  entitled the holder to acquire from the Company, for a period of two years, at  a price of $2.75 per warrant, one additional common share.  In 2001, each of the common share warrants  was converted into the equivalent number of 1,025,000 common shares, and in  2002 each of the common share special purchase warrants were exercised. Of the  original proceeds, $567,835 was allocated to the related warrants and was  presented as contributed surplus; subsequently reclassified to share capital on  the exercise of the warrants.





On December 24, 2001, the Company issued 3,111,111  stock-warrant units under a private placement financing at a price of $2.25 for  aggregate net proceeds of $6,861,977, net of issuance expenses of  $138,023.  Each unit consists of one  common share, and one common share purchase warrant. Each common share purchase  warrant entitles the holder to acquire from the Company, for a period of two  years, at a price of $3.00 per warrant, one additional common share.  To date, none of the common share purchase  warrants have been exercised.    Of the  original proceeds, $3,699,935 was allocated to the related warrants and was presented  as contributed surplus.





On October 8, 2002, the Company issued 52,500 special  warrants under a private placement financing at a price of $3.02 for aggregate  net proceeds of $158,550.  Each special  warrants entitles the holder to acquire, without payment of any additional  consideration, one common share in the capital of the Company.





On November 26, 2002, the Company issued 2,200,000  special warrants under a private placement financing at a price of $2.15 for  aggregate net proceeds of $4,398,900, net of issuance expenses of  $331,100.  Each special warrants  entitles the holder to acquire, without payment of any additional  consideration, one common share in the capital of the Company.





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|10. | SHARE CAPITAL (continued)
|--- | -------------------------




Earnings(loss)  per common share





The following table outlines the calculation of basic  and diluted earnings (loss) per common share:





|                                                                                                                           |  |  | 2002        |   |  | 2001        |   |  | 2000       | 
|-------------------------------------------------------------------------------------------------------------------------- |  |  | ----------- | - |  | ----------- | - |  | ---------- | 
|                                                                                                                           |  |  |             |   |  |             |   |  |            | 
|Numerator for basic and    diluted net (loss) income per common share:                                                     |  |  |             |   |  |             |   |  |            | 
|Net    (loss) income attributable to common shareholders                                                                   |  |  | (56,459,812 | ) |  | (42,552,441 | ) |  | 4,548,860  | 
|                                                                                                                           |  |  |             |   |  |             |   |  |            | 
|Denominator for basic net    income per common share - weighted average number of outstanding shares                       |  |  | 84,441,287  |   |  | 69,117,738  |   |  | 52,965,842 | 
|Effective    of dilutive stock options                                                                                     |  |  |            |   |  |            |   |  | 2,309,253  | 
|Effective    of dilutive warrants                                                                                          |  |  |            |   |  |            |   |  | 989,329    | 
|                                                                                                                           |  |  |             |   |  |             |   |  |            | 
|Denominator for dilutive    net (loss) income per common share - adjusted weighted average number of    outstanding shares |  |  | 84,441,287  |   |  | 69,117,738  |   |  | 56,264,424 | 
|                                                                                                                           |  |  |             |   |  |             |   |  |            | 




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 and subject to shareholder  re-ratification of the Plan by the shareholders at the Companys annual meeting  to be held in 2003.





Pursuant to the Plan, the Board of Directors declared  a distribution of one right (a Right) for each outstanding Common Share of  the Company to shareholders of record at the close of business on the Record  Date and authorized the issuance of one Right for each Common Share issued  after the Record Date and prior to the Separation Time (described below) and  the Expiration Time.  The Rights will  separate from the Common Shares at the time (the Separation Time) which is  the close of business on the eighth trading day (or such later day as  determined by the Board of Directors) after the public announcement of the  acquisition of, or intention to acquire, beneficial ownership of 20% of the  Common Shares of the Company by any person other than in accordance with the  terms of the Plan.





In order to constitute a Permitted Bid, an offer  must be made in compliance with the Plan and must be made to all shareholders  (other than the offeror), must be open for at least 60 days and be accepted by  shareholders holding more than 50% of the outstanding voting shares and, if so  accepted, must be extended for a further 10 business day period.





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|11. | RELATED PARTY TRANSACTIONS
|--- | --------------------------




| | During the year, the Company entered into the    following transactions with related parties:                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | a)                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | b)                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | c)                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | The amounts charged to the Company for the services    provided have been determined by negotiation among the parties, and in    certain cases, are covered by signed agreements.  These transactions were in the normal course of operations and    were measured at the exchange value which represented the amount of    consideration established and agreed to by the related parties.




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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|12. | INCOME TAXES
|--- | ------------




Income tax expense varies from the amount that would  be computed by applying the combined federal and provincial income tax rate of  40.1% (2001  44.5%; 2000  45.6%) to loss before income taxes as follows:





|                                               |  | 2002 |             | 2001 |   | 2000        |  
|---------------------------------------------- |  | ---- | ----------- | ---- | - | ----------- | -
|                                               |  |      |             |      |   |             |  
|Loss before income taxes                       |  | $    | (56,459,812 | )    | $ | (42,552,441 | )
|                                               |  |      |             |      |   |             |  
|Expected income taxes    (recoverable) payable |  | $    | (22,640,385 | )    | $ | (18,935,837 | )
|Difference in foreign tax    rates             |  |      | 1,013,320   |      |   | 5,131,725   |  
|Non recognition of benefit    of losses        |  |      | 21,627,065  |      |   | 13,804,112  |  
|Recognition of benefit of    losses            |  |      |            |      |   |            |  
|                                               |  |      |             |      |   |             |  
|Actual income taxes                            |  | $    |            |      | $ |            |  
|                                               |  |      |             |      |   |             |  




The Company has certain source related deductions and  losses which are available to be offset against future income taxes.  The benefits of these deductions and losses  are not reflected in these financial statements, as they are not likely to be  realized.





|13. | SUPPLEMENTAL DISCLOSURES WITH    RESPECT TO CASH FLOWS
|--- | ------------------------------------------------------




|                                              |  | 2002 |           | 2001 |   | 2000      | 
|--------------------------------------------- |  | ---- | --------- | ---- | - | --------- | 
|                                              |  |      |           |      |   |           | 
|Cash paid during the year    for interest     |  | $    | 1,205,221 |      | $ | 1,897,879 | 
|                                              |  |      |           |      |   |           | 
|Cash paid during the year    for income taxes |  | $    |          |      | $ |          | 
|                                              |  |      |           |      |   |           | 




| | Significant non-cash    transactions for the year ended December 31, 2002 included:
| | -----------------------------------------------------------------------------------
| |                                                                                    
| | i)                                                                                 
| |                                                                                    
| | ii)                                                                                
| |                                                                                    
| | iii)                                                                               
| |                                                                                    
| | iv)                                                                                
| |                                                                                    
| | v)                                                                                 
| |                                                                                    
| | vi)                                                                                




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|CRYSTALLEX INTERNATIONAL CORPORATION             
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|13. | SUPPLEMENTAL DISCLOSURES WITH    RESPECT TO CASH FLOWS (continued)
|--- | ------------------------------------------------------------------




Significant  non-cash transactions for the year ended December 31, 2001 included:





| | i)    | The Company issued 65,466    common shares, with a value of $104,550, for management fees.                                             
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                        
| | ii)   | The Company issued 1,200,000    common shares, with a value of $2,385,000, for legal fees.                                             
| |       |                                                                                                                                        
| | iii)  | The Company issued 3,987,535    common shares, with a value of $5,150,520, to acquire El Callao Mining Corp.                           
| |       |                                                                                                                                        
| | iv)   | The Company issued 1,035,689    common shares with a value of $2,597,247 for a property payment in connection    with Las Cristinas.   
| |       |                                                                                                                                        
| | v)    | The Company issued 3,199,055    common shares upon conversion of convertible notes and accrued interest in    the amount of $4,744,760.
| |       |                                                                                                                                        
| | vi)   | The Company applied $941,169    of deferred financing fees against share capital upon conversion of loan and    notes to common shares.
| |       |                                                                                                                                        
| | vii)  | The Company issued 4,701,615    common shares, with a value of $13,214,573, for a loan payment.                                        
| |       |                                                                                                                                        
| | viii) | The Company issued 67,059    common shares, with a value of $89,189, for broker fees.                                                  




Significant  non-cash transactions for the year ended December 31, 2000 included:





| | i)   | The Company issued 29,536    common shares, with a value of $69,557, for management fees.                                              
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                        
| | ii)  | The Company issued 300,000    common shares, with a value of $698,820, for legal fees.                                                 
| |      |                                                                                                                                        
| | iii) | The Company issued 4,580,404    common shares, with a value of $10,956,327, for property payment in    connection with Las Cristinas.  
| |      |                                                                                                                                        
| | iv)  | The Company issued 1,268,749    common shares, with a value of $2,345,631, to acquire Bolivar Goldfields A.    V. V. (Note 7).         
| |      |                                                                                                                                        
| | v)   | The Company issued 4,498,555    common shares upon conversion of convertible notes and accrued interest in    the amount of $8,353,905.
| |      |                                                                                                                                        
| | vi)  | The Company applied $853,621    of the deferred financing fees against share capital upon conversion of notes    to common shares.     




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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|14. | 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  expenses and other items are not allocated to the individual operating segments  when determining profit or loss, but are rather attributed to the corporate  office.





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|CRYSTALLEX INTERNATIONAL CORPORATION             
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|14. | SEGMENTED    INFORMATION (continued)
|--- | ------------------------------------




|                                            |  | Corporate |             | SanGregorio |   | Bolivar/Albino |   | El Callao |            | Cristinas |   | IntersegmentEliminations |   | Total |           
|------------------------------------------- |  | --------- | ----------- | ----------- | - | -------------- | - | --------- | ---------- | --------- | - | ------------------------ | - | ----- | ----------
|                                            |  |           |             |             |   |                |   |           |            |           |   |                          |   |       |           
|2002                                        |  |           |             |             |   |                |   |           |            |           |   |                          |   |       |           
|Mining revenue                              |  | $         |            |             | $ | 32,843,402     |   | $         | 2,511,783  |           | $ | 10,806,036               |   | $     |          
|Mining revenue - intersegment               |  | $         |            |             | $ |               |   | $         | 11,713,510 |           | $ |                         |   | $     |          
|Operating costs                             |  | $         |            |             | $ | 25,485,956     |   | $         | 11,111,734 |           | $ | 4,079,885                |   | $     |          
|Operating costs - intersegment              |  | $         |            |             | $ |               |   | $         |           |           | $ | 11,713,510               |   | $     |          
|Interest and other income                   |  | $         | 68,603      |             | $ | 301,321        |   | $         | 8,906      |           | $ |                         |   | $     |          
|Interest expense                            |  | $         | 1,557,428   |             | $ | 826,790        |   | $         | 591,025    |           | $ |                         |   | $     |          
|Depreciation, depletion and    amortization |  | $         | 329,289     |             | $ | 8,834,424      |   | $         | 2,285,146  |           | $ | 939,640                  |   | $     |          
|Write-down of mineral properties            |  | $         | 2,134,678   |             | $ |               |   | $         |           |           | $ |                         |   | $     |          
|Segment loss                                |  | $         | (44,731,866 | )           | $ | (3,737,840     | ) | $         | (1,610,936 | )         | $ | (6,379,170               | ) | $     |          
|Segment assets                              |  | $         | 31,080,715  |             | $ | 21,251,903     |   | $         | 32,439,136 |           | $ | 18,776,610               |   | $     | 78,819,620
|Capital expenditures                        |  | $         | 105,840     |             | $ | 1,491,234      |   | $         | 3,682,741  |           | $ | 1,082,004                |   | $     | 37,366,257
|                                            |  |           |             |             |   |                |   |           |            |           |   |                          |   |       |           
|2001                                        |  |           |             |             |   |                |   |           |            |           |   |                          |   |       |           
|Mining revenue                              |  | $         |            |             | $ | 29,978,353     |   | $         | 6,239,562  |           | $ | 9,766,293                |   | $     |          
|Mining revenue - intersegment               |  | $         |            |             | $ |               |   | $         | 11,236,739 |           | $ |                         |   | $     |          
|Operating costs                             |  | $         |            |             | $ | 28,150,526     |   | $         | (1,766,448 | )         | $ | 13,463,216               |   | $     |          
|Operating costs - intersegment              |  | $         |            |             | $ |               |   | $         |           |           | $ | 11,236,739               |   | $     |          
|Interest and other income                   |  | $         | 65,349      |             | $ | 372,312        |   | $         | 41,739     |           | $ | 237                      |   | $     |          
|Interest expense                            |  | $         | 318,015     |             | $ | 1,130,168      |   | $         | 666,616    |           |   |                          |   | $     |          
|Depreciation, depletion and    amortization |  | $         | 471,531     |             | $ | 8,254,548      |   | $         | 2,580,073  |           | $ | 935,151                  |   | $     |          
|Write-down of mineral properties            |  | $         | 18,593,631  |             | $ |               |   | $         | 6,408,145  |           | $ |                         |   | $     |          
|Segment loss                                |  | $         | (26,944,912 | )           | $ | (8,136,179     | ) | $         | (3,570,659 | )         | $ | (3,900,691               | ) | $     |          
|Segment assets                              |  | $         | 42,430,722  |             | $ | 31,699,275     |   | $         | 32,594,212 |           | $ | 18,803,110               |   | $     | 41,453,363
|Capital expenditures                        |  | $         | 857,789     |             | $ | 3,105,228      |   | $         | 4,297,683  |           | $ | 1,012,873                |   | $     | 3,462,995 
|                                            |  |           |             |             |   |                |   |           |            |           |   |                          |   |       |           
|2000                                        |  |           |             |             |   |                |   |           |            |           |   |                          |   |       |           
|Mining revenue                              |  | $         |            |             | $ | 31,068,506     |   | $         | 8,570,733  |           | $ |                         |   | $     |          
|Operating costs                             |  | $         |            |             | $ | 24,534,024     |   | $         | 6,159,921  |           | $ |                         |   | $     |          
|Interest and other income                   |  | $         | 336,959     |             | $ | 366,200        |   | $         | 24,313     |           | $ |                         |   | $     |          
|Interest expense                            |  | $         | 271,316     |             | $ | 808,929        |   | $         | 49,638     |           | $ |                         |   | $     |          
|Depreciation, depletion and    amortization |  | $         | 136,642     |             | $ | 7,768,567      |   | $         | 2,530,392  |           | $ |                         |   | $     |          
|Write-down of mineral properties            |  | $         |            |             | $ |               |   | $         |           |           | $ |                         |   | $     |          
|Segment profit/(loss)                       |  | $         | 5,086,570   |             | $ | (601,600       | ) | $         | 63,890     |           | $ |                         |   | $     |          
|Segment assets                              |  | $         | 51,986,466  |             | $ | 39,422,322     |   | $         | 36,865,363 |           | $ |                         |   | $     | 37,990,368
|Capital expenditures                        |  | $         | 1,619,084   |             | $ | 968,780        |   | $         | 101,680    |           | $ |                         |   | $     | 920,965   
|                                            |  |           |             |             |   |                |   |           |            |           |   |                          |   |       |           




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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|14. | SEGMENTED    INFORMATION (continued)
|--- | ------------------------------------




Geographic information:





|              |  | Mining    Revenue |            | Property,    Plant and Equipment |  
|------------- |  | ----------------- | ---------- | -------------------------------- | -
|              |  |                   |            |                                  |  
|              |  | 2002              |            | 2001                             |  
|              |  |                   |            |                                  |  
|Uruguay       |  | $                 | 32,843,402 |                                  | $
|Venezuela     |  |                   | 13,317,819 |                                  |  
|Brazil        |  |                   |           |                                  |  
|              |  |                   |            |                                  |  
|Total Foreign |  |                   | 46,161,221 |                                  |  
|Canada        |  |                   |           |                                  |  
|              |  |                   |            |                                  |  
|Total         |  | $                 | 46,161,221 |                                  | $
|              |  |                   |            |                                  |  




|15. | 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 and required by Ventures has been provided by the Company.  The total cost of the acquisition of Mael is  US$30,000,000, which was subsequently renegotiated by Red Glove A. V. V. (Red  Glove) and Ventures as hereinafter more particularly described.  All amounts paid have been treated as inter  company loans from the Company to Ventures and the assets and liabilities of  Ventures have been combined with the Company on consolidation for accounting  purposes. There are no future commitments except the 1,000,000 warrants to Red  Glove hereinafter
referred to and which expire on September 5, 2003.





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|15. | COMMITMENTS AND CONTINGENCIES    (continued)
|--- | --------------------------------------------




Call Agreement (continued)





It is not the individual directors but Ventures which  indirectly purchased and indirectly owns, as its sole material asset, all of  the outstanding shares of Mael.  That  interest was acquired through an acquisition agreement dated February 14,  1997.  The acquisition of Mael was  structured as a purchase by Ventures of all 1,200 of the outstanding shares of  Stay Management Ltd. (Stay) from Red Glove.   Stay owns all 50,000 of the outstanding shares of Mael, and, at the time  of purchase, both Stay and Red Glove were independent and arms length from the  Company and Ventures.  Mael is therefore  wholly owned and controlled by Stay, which is a simple holding company wholly  owned and controlled by Ventures.  Ventures  is controlled by the Company through the application of the Call  Agreement.  The directors of Stay and  Mael are nominee directors only who sit at the request of Ventures,
and  indirectly the Company.  Mael and its  assets are therefore subject to the ultimate control and direction of the  Company.  As nominee directors, taking  direction from the Company, the directors of Stay and Mael would have no  independent authority to direct the business and affairs of Mael or to  transfer, directly or indirectly, in whole or in part, any interest in  Mael.  At all times, the Companys and  Ventures relationship with Red Glove has remained arms length.





The cost of acquiring the shares of Stay was initially  US$30,000,000, of which the Company paid US$6,500,000 (CDN$9,100,000) as of  December 31, 1998.  Effective April 30,  1999, Ventures and Red Glove, through arms length negotiation, agreed to  reduce the remaining portion of the purchase price from US$23,500,000 to  US$10,000,000 plus 5,000,000 warrants to purchase common shares of the Company  at a price of US$2.00 per share.  No  value was attributed to the warrants for the purposes of the acquisition  transaction.  The Company required that  Red Glove modify the purchase price as consideration for the Company to  continue the transaction.  Absent such  modification, the Company had the option to terminate the acquisition without  obligation to make further payments in excess of the initial US$6,500,000  payment.  Consequently, April 30, 1999  was determined to be the date the Company was obligated
to complete the  purchase for the revised consideration noted above.  The price of the warrants, being US$2.00 per warrant, was settled  by arms length negotiation with Red Glove at the time of renegotiation.  The warrants had staggered expiry dates and,  as of December 31, 2002, 4,000,000 of the warrants have expired and  1,000,000 remained outstanding.  The  remaining 1,000,000 warrants will expire on September 5, 2003, unless otherwise  exercised.  During 1999 and 2000, the  US$10,000,000 was fully paid through the Companys issuance of its common  shares, valued at the average closing sales price on the American Stock  Exchange for the 30 day period immediately preceding the issuance of the  shares, and by cash of US$250,000 (CDN$364,000).  The shares were issued in several tranches during the period  commencing December 9, 1998 and ending June 9, 2000.  A total of 8,034,445 shares were issued having an aggregate value  of US$9,837,534 (Cdn.
$14,463,784).  The  amount of the final tranche includes a negotiated amount paid to Red Glove in  compensation for costs incurred in the renegotiation, as a result of which the  amount paid, by cash and by issuance of shares, slightly exceeds  US$10,000,000.  These payments have been  capitalized as part of the Las Cristinas property cost.





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|15. | COMMITMENTS AND CONTINGENCIES    (continued)
|--- | --------------------------------------------




Call Agreement (continued)





The Call Agreement contains a call right which is  irrevocable and unconditional for the benefit of the Company unless, prior to  its exercise, a person together with any parties acting jointly or in concert  with such person acquires 20% or more of the Companys outstanding voting  shares without the approval of the Companys Board of Directors.  In such an event, the call right will be  terminated and Ventures and its shareholders will be required to dispose of the  investment in Mael in a commercially reasonable manner with a view to  maximizing the proceeds of such a disposition.   The net proceeds of disposition, whether represented by cash or  securities, would be distributed after payment of liabilities to those persons  who were shareholders of the Company immediately prior to the 20% ownership  threshold being surpassed, rather than to the two directors of the Company in  their capacity as Ventures
shareholders.   There are no material liabilities which would need to be repaid to the  directors or shareholders of Ventures or to any parties other than the Company  which funded the Mael transactions.Under  the Call Agreement, the Company has the right to vote the shares of  Ventures.  The Call Agreement, in  conjunction with a rights plan approved by the Companys shareholders, was  designed to give adequate time for the Companys shareholders to assess  properly the merits of any bid for common shares of the Company without undue  pressure, to allow competing bids to emerge and to allow the Companys  directors to consider alternatives to allow shareholders to receive full and  fair value for their common shares.  In  the event that the shares of Mael were sold, all proceeds, after payment of  costs related to the sale, would be payable to the Company.





Commodity  derivative contracts





At December 31,  2002, the Company had fixed forward contracts outstanding as follows:





|                           |  | 2003 |        | 2004 |   | 2005   |  | 2006 |       
|-------------------------- |  | ---- | ------ | ---- | - | ------ |  | ---- | ------
|                           |  |      |        |      |   |        |  |      |       
|Ounces                     |  |      | 77,598 |      |   | 82,608 |  |      | 42,430
|Average price (US$per oz.) |  | $    | 300    |      | $ | 300    |  | $    | 305   
|                           |  |      |        |      |   |        |  |      |       




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, 2002, the Company had written call options  outstanding as follows:





|                           |  | 2003 |        | 2004 |   | 2005    |  | 2006 |       
|-------------------------- |  | ---- | ------ | ---- | - | ------- |  | ---- | ------
|                           |  |      |        |      |   |         |  |      |       
|Ounces                     |  |      | 60,852 |      |   | 115,456 |  |      | 50,932
|Average price (US$per oz.) |  | $    | 295    |      | $ | 306     |  | $    | 303   
|                           |  |      |        |      |   |         |  |      |       




Gold production for the years ended December 31, 2002, 2001 and 2000 was  94,623; 109,647 and 95,563 ounces, respectively.





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|15. | COMMITMENTS AND CONTINGENCIES    (continued)
|--- | --------------------------------------------




Fair value of derivative financial instruments





Fair values of  financial instruments, including fixed forward contracts and written call  options are determined based on estimates using net present value,  Black-Scholes and other valuation techniques.   The estimates are significantly affected by the assumptions used  including current market and contractual prices of the underlying instruments,  as well as time value, and by yield curve and volatility factors underlying the  positions.





For the years ended  December 31, 2002 and 2001, the Company recorded a loss of $34,187,017 and  $4,119,293, respectively, and a gain of $9,894,115 for the year ended December  31, 2000, in marking its portfolio of written call options and fixed forward  contracts to market.  These gains and  losses are included in non-hedge derivative (loss) gain in the statement of  operations.





The balance sheet  carrying amounts for cash and cash equivalents, accounts receivable, marketable  securities, accounts payable and accrued liabilities and long-term debt  approximate fair value.





Lease agreements





The Company has  entered into various operating lease agreements which expire over a period of  five years.  Total rent expense charged  to operations under these agreements was $175,066 (2001 - $111,724; 2000   $94,982).





Minimum lease  payments under operating leases in effect through 2007 are as follows:





|2003 |  | $ | 188,712 | 
|---- |  | - | ------- | 
|2004 |  |   | 188,712 | 
|2005 |  |   | 119,537 | 
|2006 |  |   | 81,706  | 
|2007 |  |   | 27,235  | 
|     |  |   |         | 
|     |  | $ | 605,902 | 
|     |  |   |         | 




Letter of Credit and Performance Bond





One of the  Companys subsidiaries has outstanding a US$1,500,000 letter of credit in  connection with its environmental remediation plans.





Subsequent to  December 31, 2002, the Company deposited with the Venezuelan Government a  performance bond in the amount of US$4,750,000 in connection with its agreement  with the CVG.





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|CRYSTALLEX INTERNATIONAL CORPORATION             
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|15 | COMMITMENTS AND CONTINGENCIES    (continued)
|-- | --------------------------------------------




Las Cristinas Properties





The rights of  Crystallex to develop the Las Cristinas deposits are derived from the agreement  between the Company and the CVG (Note 7).   The rights to develop the Las Cristinas deposits have been subject to  various legal proceedings.  Crystallex  cannot predict the outcome of the various legal actions and cannot provide  assurance that any legal challenge by the third parties will not impact its  right to develop the deposits granted by the CVG pursuant to the  agreement.





The agreement does  not transfer any property ownership rights to Crystallex (Note 7) and the right  to develop the deposits is contingent upon the Company continuing to meet its  ongoing obligations under the agreement; principally, the Company is to:





| |  | make all investment and    complete all works necessary to exploit the mineral resources,                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                  
| |  | present to the CVG for    approval by September 17, 2003 a feasibility study, together with an    investment and financing plan to support the feasibility study,
| |   |                                                                                                                                                                  
| |  | present to the CVG for    approval, life of mine, annual production plans and annual production    commitments,                                                  
| |   |                                                                                                                                                                  
| |  | commence production by May    2004; such start may be extended in the event permitting delays are    encountered,                                                
| |   |                                                                                                                                                                  
| |  | pay a royalty and    exploitation tax, as set out in the agreement, based on the value of gross    monthly gold production,                                      
| |   |                                                                                                                                                                  
| |  | provide for certain social    programs and for the employment, training and technical assistance  to small miners,                                               
| |   |                                                                                                                                                                  
| |  | supply performance bonds    related to the development and environmental obligations,                                                                            
| |   |                                                                                                                                                                  
| |  | bear all costs relating to a    technical liaison office to be created by the CVG                                                                                




In addition, rights  under the agreement are limited to gold.   The agreement does not explicity grant any rights to the Company in  relation to the exploitation of copper; however, it does provide for rights on  terms to be negotiated with the CVG.  No  assurance can be given that the Company will be successful in negotiating an  agreement for the copper rights.





Although the  agreement grants certain rights to the Company to develop the deposits, the  ultimate development will require significant financial resources requiring the  Company to raise project financing, debt and equity.  There is no assurance that sufficient additional financing will  be available to Crystallex and failure to obtain such financing could result in  delays or indefinite postponement which could lead to a default under the  agreement.





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|16. | 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.





Credit  and market risk





The Company enters  into financial agreements (financial instruments) with major international  banks and other international financial institutions in order to manage  underlying revenue and future cash flow exposures arising from commodity  prices.  Financial instruments, which  subject the Company to market risk and concentrations of credit risk, consist  primarily of cash, accounts receivable, securities and fixed forward contracts  and option contracts for metals.





Market risk is the  risk that the value of a financial instrument might be adversely affected by a  change in commodity prices, interest rates, or currency exchange rates.  The Company manages the market risk  associated with commodity prices by establishing and monitoring parameters that  limit the types and degree of market risk that may be undertaken.





Credit risk is the  risk that a counterparty might fail to fulfill its performance obligations  under the terms of a derivative contract or accounts receivable.  The Company limits the amount of credit  exposure in cash and securities by placing these financial instruments in high  quality securities issued by government agencies, financial institutions and  major corporations and by diversifying its holdings.  The Company also has concentrations of credit risk with respect  to accounts receivable as large amounts of its accounts receivable are  primarily concentrated amongst a small number of customers in Venezuela and  Uruguay.  These receivables are  primarily with government banks in Venezuela and one international bank.  The Company does not anticipate any losses  for non-performance on these receivables.   As at December 31, 2002, two customers accounted for accounts receivable  greater than 10% of total
accounts receivable.





The Company is  exposed to credit risk in the event of non-performance by counterparties in  connection with metal forward and option contracts.  The Company does not obtain any security to support financial  instruments subject to credit risk but mitigates this risk by dealing only with  a diverse group of financially sound counterparties and, accordingly, does not  anticipate loss for non-performance.   Further, the Company minimizes its credit risk in derivative instruments  by entering into transactions with high-quality counterparties whose credit  ratings are high and by monitoring the financial condition of its  counterparties.  The Company continually  monitors the market risk of its activities.





Title  risk





Title to mineral  properties and mining rights involves certain inherent risks due to the  difficulties of determining the validity of certain claims as well as the  potential for problems arising from the frequently ambiguous conveyancing  history characteristic of many mining properties.  Although the Company has investigated title to all of its mineral  properties for which it holds concessions or other mineral leases or licenses,  Crystallex cannot give an assurance that title to such properties will not be  challenged or impugned and cannot be certain that it will have valid title to  its mining properties.  The Company  relies on title opinions by legal counsel who base such opinions on the laws of  countries in which the Company operates.





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|17. | SUBSEQUENT EVENTS
|--- | -----------------




Subsequent to  December 31, 2002 the Company completed the following financial transactions:





| | 1. | On March 5, 2003 the Company closed a private    placement of 2,562,500 special warrants at $1.60 per special warrant for net    proceeds of $3,813,000.  Each special    warrant is convertible into a unit consisting of one common share and    one-half of one common share purchase warrant. Each whole common share    purchase warrant is exercisable for one common share, for a period of two    years, at $2.00 per common share.                                                                                                                                                                                                                                                                                                                                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 2. | Issuance of US$3,000,000 in non-interest bearing notes    and 450,000 common share purchase warrants, each exercisable for one common    share of the Company at 140% of the volume weighted average price of the    Companys shares traded on the AMEX for the five trading days prior to    closing.  This transaction closed in    tranches with gross proceeds of US$3,000,000:                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | i.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | ii.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | iii.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 3. | On March 22, 2003 the Company closed a private    placement of 2,400,000 special warrants at $1.25 per special warrant for net    proceeds of $3,000,000.  Each special    warrant is convertible into a unit consisting of one common share, and    one-half of one common share special purpose warrant. Each whole common share    special purchase warrant is exercisable for one common share, for a period of    two years, at $1.60 per common share.                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 4. | On June 20, 2003 the Company closed a private    placement of 5,500,000 special warrants at $1.25 per special warrant for net    proceeds of $6,875,000.  Each special    warrant is convertible into a unit consisting of one common share, and    one-half of one common share purchase warrant. Each whole purchase warrant    entitles the holder to acquire from the Company, for a period of two years,    at a price of $1.60 one additional common share.                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 5. | In late June, 2003, the Company, through its    controlled subsidiaries, El Callao Mining Corporation and ECM (Venco) Ltd.,    agreed to pay an amount of US$514,755 to Corporacion Vengroup, S.A., its    partner in the development of the El Callao properties in Venezuela.  The payment is in settlement of    distributions claimed by Vengroup under the shareholder agreement governing    the relationship of the parties, as amended, as a result of operations at the    El Callao properties during the period from 1 March 2001 to    31 March 2003.  Payment is to be    made in shares of Crystallex International Corporation. It is anticipated    that documentation will be finalized and closing will take place in July,    2003, subject to receipt of appropriate regulatory approvals.




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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|18. | 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 15) is controlled by two directors of the Company  who are also officers, and as such the financial statements for U.S. GAAP  purposes have been presented as combined financial statements.  Under Canadian GAAP, these financial  statements are presented as consolidated financial statements.





Restatement of United States GAAP Financial Statements





The Company has amended originally filed U.S. GAAP combined financial  statements to take into consideration the following three items:





| | 1. | The    prior period adjustments made under Canadian GAAP as outlined in Note 3    Prior Period Restatements to the Companys consolidated financial    statements;                                                                   
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                        
| | 2. | The    accounting treatment required for convertible notes under U.S. GAAP with    respect to beneficial conversion features as discussed above in    paragraph 18(c).                                                                 
| |    |                                                                                                                                                                                                                                        
| | 3. | The    accounting treatment under U.S. GAAP for the Las Cristinas Concessions which    requires that all related expenditures be expensed as incurred until a final    feasibility study has been completed as discussed in Note 18(b).




As referred to in Note 3, in May 2003, the Company issued its consolidated  financial statements which included prior period restatements referred to in  (1) above.  Subsequent to the issuance  of those consolidated financial statements, a further restatement was  identified relating to commodity derivative contracts as summarized in  Note 3 paragraph 3(j) and 18(f) above.   The effect of the further adjustments on the figures previously reported  in the consolidated financial statements issued in May 2003 are reflected in  the tables below and relate to the Canadian GAAP figures





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|CRYSTALLEX INTERNATIONAL    CORPORATION          
|-------------------------------------------------
|Notes to the Consolidated Financial    Statements
|December 31, 2002 and 2001                       
|                                                 




|18. | DIFFERENCES BETWEEN CANADIAN AND    UNITED STATES GENERALLYACCEPTED ACCOUNTING PRINCIPLES(continued)
|--- | ----------------------------------------------------------------------------------------------------




Balance Sheets





The impact of  differences between Canadian GAAP and U.S. GAAP on the combined balance sheets  is as follows:





|                                 |  | 2002              |            
|-------------------------------- |  | ----------------- | -----------
|                                 |  |                   |            
|                                 |  | Canadian     GAAP |            
|                                 |  |                   |            
|Current assets                   |  | $                 | 17,286,823 
|Security deposits                |  |                   | 208,887    
|Investment                       |  |                   | 640,000    
|Property, plant and    equipment |  |                   | 154,303,830
|Deferred charge                  |  |                   | 7,765,576  
|Deferred financing fees          |  |                   | 2,162,868  
|                                 |  |                   |            
|                                 |  | $                 | 182,367,984
|                                 |  |                   |            
|Current liabilities              |  | $                 | 36,883,252 
|Reclamation provision            |  |                   | 1,048,726  
|Long-term debt                   |  |                   | 26,206,277 
|Deferred credit                  |  |                   | 35,001,677 
|Minority interest                |  |                   | 143,517    
|Shareholders equity             |  |                   | 83,084,535 
|                                 |  |                   |            
|                                 |  | $                 | 182,367,984
|                                 |  |                   |            




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|CRYSTALLEX INTERNATIONAL CORPORATION          
|----------------------------------------------
|Notes to the Consolidated Financial Statements
|December    31, 2002 and 2001                 
|                                              




|18. | DIFFERENCES    BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES(continued)
|--- | -----------------------------------------------------------------------------------------------------




Balance Sheets (continued)





|                                 |  | 2001             |            
|-------------------------------- |  | ---------------- | -----------
|                                 |  |                  |            
|                                 |  | Canadian    GAAP |            
|                                 |  |                  |            
|                                 |  |                  |            
|Current assets                   |  | $                | 31,942,521 
|Security deposits                |  |                  | 306,218    
|Investment                       |  |                  | 640,000    
|Property, plant and    equipment |  |                  | 122,660,335
|Deferred charge                  |  |                  | 10,161,956 
|Deferred financing fees          |  |                  | 1,269,652  
|                                 |  |                  |            
|                                 |  | $                | 166,980,682
|                                 |  |                  |            
|Current liabilities              |  | $                | 22,680,866 
|Reclamation provision            |  |                  | 1,137,568  
|Long-term debt                   |  |                  | 25,216,992 
|Deferred charges                 |  |                  | 14,520,283 
|Minority interest                |  |                  | 143,517    
|Shareholders equity             |  |                  | 103,281,456
|                                 |  |                  |            
|                                 |  | $                | 166,980,682
|                                 |  |                  |            




| | (i)  | U.S. GAAP requires segregation of accrued    liabilities from accounts payable on the combined balance sheets.  Under Canadian GAAP, there is no similar    reporting requirement.  As at December    31, 2002 and 2001, $5,086,236 and $5,327,889, respectively, would be presented    as accrued liabilities.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                
| | (ii) | For the purposes of reporting in accordance with    U.S. GAAP, amounts referred to as contributed surplus under Canadian GAAP are    referred to as additional paid in capital.                                                                                                                                




The following summarizes the  aforementioned restatement.





US GAAP Balance Sheet  As at December 31, 2001





|                            |  | As    Reported |             | Restatement |   | Error    Correction |   | As    Restated |            
|--------------------------- |  | -------------- | ----------- | ----------- | - | ------------------- | - | -------------- | -----------
|                            |  |                |             |             |   |                     |   |                |            
|Current Assets              |  | $              | 27,893,158  |             | $ | 4,083,180           |   | $              | 1,170      
|Securities Deposits         |  |                | 306,218     |             |   |                    |   |                |           
|Investment                  |  |                | 610,000     |             |   |                    |   |                | 30,000     
|Property, plant & equipment |  |                | 118,908,244 |             |   | (43,605,119         | ) |                | (10,255,021
|Deferred charges            |  |                |            |             |   | 10,161,956          |   |                |           
|Deferred financing fees     |  |                | 1,269,652   |             |   |                    |   |                |           
|                            |  | $              | 148,987,272 |             | $ | (29,359,983         | ) | $              | (10,223,851
|Current liabilities         |  | $              | 19,926,621  |             | $ | 2,754,245           |   | $              |           
|Reclamation provision       |  |                | 1,250,151   |             |   | (111,953            | ) |                | (630       
|Long term debt              |  |                | 24,968,891  |             |   | 386,565             |   |                | (2,772,103 
|Deferred credit             |  |                | 646,821     |             |   | 13,873,462          |   |                |           
|Minority interest           |  |                | 7,752,099   |             |   | (7,608,582          | ) |                |           
|Shareholders equity         |  |                | 94,442,689  |             |   | (38,653,720         | ) |                | (7,451,118 
|                            |  | $              | 148,987,272 |             | $ | (29,359,983         | ) | $              | (10,223,851




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|CRYSTALLEX    INTERNATIONAL CORPORATION          
|-------------------------------------------------
|Notes    to the Consolidated Financial Statements
|December    31, 2002 and 2001                    
|                                                 




|18. | 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:





|                                                    |    |   | 2002 |             | 2001                              |   | 2000        |  
|--------------------------------------------------- | -- | - | ---- | ----------- | --------------------------------- | - | ----------- | -
|                                                    |    |   |      |             |                                   |   |             |  
|                                                    |    |   |      |             | (As    restated - see Note 18(g)) |  
|Net income (loss) for the    year per Canadian GAAP |    |   | $    | (56,459,812 | )                                 | $ | (42,552,441 | )
|Adjustments to mineral    properties                | (b | ) |      | (42,868,819 | )                                 |   | (13,306,689 | )
|Adjustments to mineral    properties                | (b | ) |      | 2,134,678   |                                   |   |            |  
|Accretion of interest on    convertible notes       | (c | ) |      | (2,346,126  | )                                 |   | (1,057,605  | )
|Fair value of employee    stock options granted     | (d | ) |      | (404,979    | )                                 |   | (2,129,539  | )
|Unrealized gain on trading    securities            | (a | ) |      | 18,329      |                                   |   | 34,987      |  
|                                                    |    |   |      |             |                                   |   |             |  
|Net loss for the year per    U.S. GAAP              |    |   | $    | (99,926,729 | )                                 | $ | (59,011,287 | )
|                                                    |    |   |      |             |                                   |   |             |  
|Net loss per share - basic    and diluted           |    |   | $    | (1.18       | )                                 | $ | (0.85       | )
|                                                    |    |   |      |             |                                   |   |             |  




The table below summarizes the aforementioned  restatements to the Companys US GAAP financial information:





|                                                            |   | 2001        |   |   | 2000        |  
|----------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                            |   |             |   |   |             |  
|Loss for the year per US    GAAP -as originally reported    | $ | (6,662,770  | ) | $ | (11,786,801 | )
|Restatements: (Note 3)                                      |   |             |   |   |             |  
|Write down of plant & equipment                             |   | (8,841,968  | ) |   | (3,496,465  | )
|Write down of mineral properties                            |   | (19,746,087 | ) |   |            |  
|Misstatement of expenses                                    |   | 199,603     |   |   | (125,367    | )
|Foreign exchange conversion gain (loss)                     |   | (2,819,933  | ) |   | 39,581      |  
|Gold loan conversion                                        |   | (1,529,364  | ) |   |            |  
|Minority interest                                           |   | (704,643    | ) |   |            |  
|Write down of investment                                    |   | (2,003,338  | ) |   |            |  
|Reversal if capitalized costs                               |   | (1,188,225  | ) |   |            |  
|Commodity derivative contracts                              |   | (5,902,087  | ) |   | 4,957,317   |  
|Unrealized gain on trading securities                       |   | 1,170       |   |   | 40,558      |  
|Other                                                       |   | (84,793     | ) |   | (130,762    | )
|Error Correction                                            |   |             |   |   |             |  
|Accretion of interest    on convertible notes  (Note 18(c)) |   | (1,128,644  | ) |   | (2,677,699  | )
|Adjustments to mineral    properties (Note 18 (b))          |   | (8,640,208  | ) |   |            |  
|Loss for the year per U.S.    GAAP-as restated              |   | (59,011,287 | ) |   | (13,179,650 | )




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|CRYSTALLEX    INTERNATIONAL CORPORATION          
|-------------------------------------------------
|Notes    to the Consolidated Financial Statements
|December    31, 2002 and 2001                    
|                                                 




Statement  of Operations Presentation





For U.S. GAAP purposes, the measures Loss before  other items and Non-hedge derivative (loss) gain are not recognized terms and  would therefore not be presented.  In  addition, the Operating (loss) profit measure included within the Canadian  GAAP statement of operations is not comparable to Operating loss per U.S.  GAAP.  The following table reconciles  Loss for the year per U.S. GAAP to Loss from operations for U.S. GAAP.





|                                              |  | 2002 |             | 2001 |   | 2000        |  
|--------------------------------------------- |  | ---- | ----------- | ---- | - | ----------- | -
|                                              |  |      |             |      |   |             |  
|Net loss for the year per    U.S. GAAP        |  | $    | (99,926,729 | )    | $ | (59,011,287 | )
|                                              |  |      |             |      |   |             |  
|Non-operating loss    components              |  |      |             |      |   |             |  
|Per    Canadian GAAP:                         |  |      |             |      |   |             |  
|Interest    on long-term debt                 |  |      | 2,975,243   |      |   | 2,114,799   |  
|Non-hedge    derivative loss (gain)           |  |      | 25,191,379  |      |   | (1,484,590  | )
|Interest    and other income                  |  |      | (378,830    | )    |   | (479,637    | )
|Minority    Interest                          |  |      |            |      |   | (169,800    | )
|Write-down    of marketable securities        |  |      | 210,572     |      |   | 2,003,338   |  
|U.S. GAAP reconciling    items:               |  |      |             |      |   |             |  
|Accretion    of interest on convertible notes |  |      | 2,346,126   |      |   | 1,057,605   |  
|Unrealized    gain on trading securities      |  |      | (18,329     | )    |   | (34,987     | )
|                                              |  |      |             |      |   |             |  
|Non-operating loss per    U.S. GAAP           |  |      | 30,326,161  |      |   | 3,006,728   |  
|                                              |  |      |             |      |   |             |  
|Loss from operations per    U.S. GAAP         |  | $    | (69,600,568 | )    | $ | (56,004,559 | )
|                                              |  |      |             |      |   |             |  




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|CRYSTALLEX    INTERNATIONAL CORPORATION          
|-------------------------------------------------
|Notes    to the Consolidated Financial Statements
|December    31, 2002 and 2001                    
|                                                 




|18. | DIFFERENCES BETWEEN CANADIAN AND    UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)
|--- | ------------------------------------------------------------------------------------------------------




Statements of Cash Flows





The impact of the  above differences between Canadian GAAP and U.S. GAAP on the combined  statements of cash flows would be as follows:





|                                                                        |  | 2002 |             | 2001 |                                  | 2000        |  
|----------------------------------------------------------------------- |  | ---- | ----------- | ---- | -------------------------------- | ----------- | -
|                                                                        |  |      |             |      |                                  |             |  
|                                                                        |  |      |             |      | (As    restated - see Note 18(g) |            
|Cash flows(used in)    provided by operating activities, Canadian GAAP  |  | $    | (4,450,718  | )    | $                                | 8,139,410   |  
|Adjustments to mineral    properties                                    |  |      | (37,170,359 | )    |                                  | (9,727,705  | )
|Adjustment for trading    securities                                    |  |      |            |      |                                  |            |  
|                                                                        |  |      |             |      |                                  |             |  
|Cash flows (used in)    provided by operating activities, U.S. GAAP     |  |      | (41,621,077 | )    |                                  | (1,588,295  | )
|                                                                        |  |      |             |      |                                  |             |  
|Cash flows used in    investing activities, Canadian GAAP               |  |      | (43,694,745 | )    |                                  | (18,207,436 | )
|Adjustments to mineral    properties                                    |  |      | 37,170,359  |      |                                  | 9,727,705   |  
|Adjustment for trading    securities                                    |  |      |            |      |                                  |            |  
|                                                                        |  |      |             |      |                                  |             |  
|Cash flows used in    investing activities, U.S. GAAP                   |  |      | (6,524,386  | )    |                                  | (8,479,731  | )
|                                                                        |  |      |             |      |                                  |             |  
|Cash flows provided by    financing activities, Canadian and U.S. GAAP  |  |      | 39,430,762  |      |                                  | 20,059,415  |  
|                                                                        |  |      |             |      |                                  |             |  
|Net increase (decrease) in    cash and cash equivalents during the year |  |      | (8,714,701  | )    |                                  | 9,991,389   |  
|Cash and cash equivalents,    beginning of year                         |  |      | 14,409,831  |      |                                  | 4,418,442   |  
|                                                                        |  |      |             |      |                                  |             |  
|Cash and cash equivalents,    end of year                               |  | $    | 5,695,130   |      | $                                | 14,409,831  |  
|                                                                        |  |      |             |      |                                  |             |  




| | (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.





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|CRYSTALLEX    INTERNATIONAL CORPORATION          
|-------------------------------------------------
|Notes    to the Consolidated Financial Statements
|December    31, 2002 and 2001                    
|                                                 




|18. | DIFFERENCES BETWEEN CANADIAN AND    UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)
|--- | ------------------------------------------------------------------------------------------------------




| | (a) | Investments    (continued)
| | --- | --------------------------




Statement of  Financial Accounting Standard (SFAS) No. 115, Accounting for Certain  Investments in Debt and Equity Securities, requires that equity securities  that have readily determinable fair values be classified as either  available-for-sale or trading securities, and that they be reported at fair  market values.  For available-for-sale  securities, unrealized gains or losses are to be reported as other  comprehensive income, a separate component of shareholders equity, until  realized.  For trading securities,  unrealized gains or losses are included in the determination of net income  (loss) for the year.  The Companys  investments classified as trading securities and available-for-sale securities  is as follows:





|                              |  | 2002 |        
|----------------------------- |  | ---- | -------
|                              |  |      |        
|                              |  | Cost |        
|                              |  |      |        
|Trading securities            |  | $    | 89,329 
|Available-for-sale securities |  |      | 640,000
|                              |  |      |        
|                              |  | $    | 729,329
|                              |  |      |        




|                                 |  | 2001                             |        
|-------------------------------- |  | -------------------------------- | -------
|                                 |  |                                  |        
|                                 |  | (As    restated - see Note 18(g) |        
|                                 |  | Cost                             |        
|                                 |  |                                  |        
|Trading securities               |  | $                                | 235,901
|Available-for-sale    securities |  |                                  | 640,000
|                                 |  |                                  |        
|                                 |  | $                                | 875,901
|                                 |  |                                  |        




| | (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.





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|CRYSTALLEX    INTERNATIONAL CORPORATION          
|-------------------------------------------------
|Notes    to the Consolidated Financial Statements
|December    31, 2002 and 2001                    
|                                                 




|18. | DIFFERENCES    BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES    (continued)
|--- | ---------------------------------------------------------------------------------------------------------




| | (b) | Mineral    Properties and Exploration and Development Costs (continued)
| | --- | -----------------------------------------------------------------------




Under Canadian  GAAP, travel costs directly related to the acquisition and development of  mineral properties are capitalized as a part of the underlying asset.  Under U.S. GAAP, included in the mineral  property adjustments for the years ended December 31, 2002, 2001 and  2000 are expenses of $502,263, $333,712 and $203,176, respectively, related  thereto.





Under Canadian GAAP, the Company did not attribute a value  to the warrants in connection with the acquisition of the shares of Mael (Note  17).  Under United States GAAP, a value  should have been attributed to these warrants in 1999.  As a result, the Companys additional paid  in capital and deficit for United States GAAP purposes both increased by  $2,461,905 during 2001 and 2000 and loss for the year and additional paid in  capital for United States GAAP purposes both increased by $2,461,905 during  1999.





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.





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|CRYSTALLEX    INTERNATIONAL CORPORATION          
|-------------------------------------------------
|Notes    to the Consolidated Financial Statements
|December    31, 2002 and 2001                    
|                                                 




|18. | DIFFERENCES    BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES    (continued)
|--- | ---------------------------------------------------------------------------------------------------------




| | (b) | Mineral    Properties and Exploration and Development Costs (continued)
| | --- | -----------------------------------------------------------------------




Property, Plant and Equipment


|                                                                                              |  | 2002 |              | 2001 |                                  | 2000        |  
|--------------------------------------------------------------------------------------------- |  | ---- | ------------ | ---- | -------------------------------- | ----------- | -
|                                                                                              |  |      |              |      |                                  |             |  
|                                                                                              |  |      |              |      | (As    restated - see Note 18(g) |            
|                                                                                              |  |      |              |      |                                  |             |  
|Net book value under Canadian GAAP                                                            |  | $    | 154,303,830  |      | $                                | 122,660,335 |  
|                                                                                              |  |      |              |      |                                  |             |  
|Adjustments to mineral properties and, deferred    exploration and developmental expenditures |  |      |              |      |                                  |             |  
|Las Cristinas    Concessions                                                                  |  |      | (78,819,620  | )    |                                  | (41,453,364 | )
|Santa Elena, San Miguel    and Carobobo Concessions                                           |  |      | (4,182,075   | )    |                                  | (4,197,335  | )
|Knob Hill Property                                                                            |  |      |             |      |                                  | (518,286    | )
|Mineiro Concessions                                                                           |  |      |             |      |                                  | (1,614,811  | )
|Tomi Properties                                                                               |  |      | (4,909,518   | )    |                                  | (3,714,435  | )
|Albino 1 Concessions                                                                          |  |      | (6,114,000   | )    |                                  | (6,114,000  | )
|El Callao Properties                                                                          |  |      | (6,455,837   | )    |                                  |            |  
|                                                                                              |  |      |              |      |                                  |             |  
|Total adjustment                                                                              |  |      | (100,481,050 | )    |                                  | (57,612,231 | )
|                                                                                              |  |      |              |      |                                  |             |  
|Net book value under U.S. GAAP                                                                |  | $    | 53,822,780   |      | $                                | 65,048,104  |  
|                                                                                              |  |      |              |      |                                  |             |  




During 2002, for Canadian GAAP purposes, the Company  wrote-off the costs associated with its investments in Mineiro Concessions and  Knob Hill Properties.  As these costs  were written off for U.S. GAAP purposes prior to 2002, an adjustment for  $1,614,811 and $518,286, respectively, has been made to the net book value of  these properties as at December 31, 2001 and 2000.





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|CRYSTALLEX    INTERNATIONAL CORPORATION          
|-------------------------------------------------
|Notes    to the Consolidated Financial Statements
|December    31, 2002 and 2001                    
|                                                 




|18. | DIFFERENCES    BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES    (continued)
|--- | ---------------------------------------------------------------------------------------------------------




| | (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 years ended December 31,  2002, 2001 and 2000 an additional interest expense (including accretion) of  $2,346,126, $1,057,605 and $2,677,699 respectively, has been recorded.  The balance sheet adjustment represents
the  difference between the portion of the convertible debt allocated to equity  under Canadian GAAP, net of accretion to date, and the portion allocated to the  beneficial conversion feature under U.S. GAAP, also net of accretion to date.





| | (d) | Stock-based    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:


|                        |  | 2002 |            | 2001 |  | 2000       |  
|----------------------- |  | ---- | ---------- | ---- |  | ---------- | -
|                        |  |      |            |      |  |            |  
|Risk free interest rate |  |      | 4.22       | %    |  | 3.12       | %
|Expected life           |  |      | 3.75 years |      |  | 2    years |  
|Expected volatility     |  |      | 75         | %    |  | 83         | %
|Expected dividends      |  |      |           |      |  |           |  




For the years ended December 31, 2002, 2001 and 2000,  an expense of $404,979, $2,129,539 and $2,447,767 has been recorded with  respect to the stock options granted in the year.





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|CRYSTALLEX    INTERNATIONAL CORPORATION          
|-------------------------------------------------
|Notes    to the Consolidated Financial Statements
|December    31, 2002 and 2001                    
|                                                 




|18. | 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  unrealised gains and losses on the available-for-sale securities.  This information is presented below.





Accumulated Other Comprehensive Income (Loss)





For U.S. GAAP, the  accumulated other comprehensive income (loss) would be calculated as follows:





|                                                                 |  | 2002 |         | 2001 |   | 2000       |  
|---------------------------------------------------------------- |  | ---- | ------- | ---- | - | ---------- | -
|                                                                 |  |      |         |      |   |            |  
|Accumulated    other comprehensive income (loss)                 |  |      |         |      |   |            |  
|Accumulated other    comprehensive loss, beginning of year       |  | $    |        |      | $ | (1,339,338 | )
|Change in market value of    available-for-sale securities       |  |      | 176,000 |      |   |           |  
|Reclassification    adjustment for losses included in net income |  |      |        |      |   | 1,339,338  |  
|                                                                 |  |      |         |      |   |            |  
|Accumulated other    comprehensive income (loss), end of year    |  | $    | 176,000 |      | $ |           |  
|                                                                 |  |      |         |      |   |            |  




Comprehensive Loss





For U.S. GAAP, the  comprehensive loss would be calculated as follows:





|                                                           |  | 2002 |             | 2001 |   | 2000        |  
|---------------------------------------------------------- |  | ---- | ----------- | ---- | - | ----------- | -
|                                                           |  |      |             |      |   |             |  
|Comprehensive    loss                                      |  |      |             |      |   |             |  
|Net loss for the year                                      |  | $    | (99,926,729 | )    | $ | (59,011,287 | )
|Change in market value of    available-for-sale securities |  |      | 176,000     |      |   |            |  
|                                                           |  |      |             |      |   |             |  
|Comprehensive loss for the    year                         |  | $    | (99,750,729 | )    | $ | (59,011,287 | )
|                                                           |  |      |             |      |   |             |  




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|CRYSTALLEX    INTERNATIONAL CORPORATION          
|-------------------------------------------------
|Notes    to the Consolidated Financial Statements
|December    31, 2002 and 2001                    
|                                                 




|18. | DIFFERENCES    BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES    (continued)
|--- | ---------------------------------------------------------------------------------------------------------




| | (f) | Accounting    for Commodity Derivative Contracts
| | --- | ------------------------------------------------




Written Call Options





Under Canadian and U.S. GAAP, written call options are recognized on the  balance sheet as a liability, measured at fair value with subsequent changes in  the fair value of the liability are recognized in the period of change as a  non-hedge derivative gain (loss) in the statement of operations.





Previously issued consolidated financial statements, under Canadian GAAP,  did not reflect the mark to market adjustment for outstanding contracts at the  end of 1999, 2000 and 2001, as such contracts had not been property accounted  for.  As a result, management has restated  the Canadian GAAP financial statements (Note 3(j)) to record the mark to market  adjustment on these contracts.   Consequently, no GAAP difference exists for written call options.





Fixed forward contracts





Previously, under Canadian GAAP, the Company had treated fixed forward  contracts as transactions qualifying as hedges for accounting purposes.  Upon re-examination, it has been determined  that certain restructuring transactions with its counterparty that modified the  forward contracts prior to their maturity resulting in a reassessment of hedge  designation and effectiveness.   Consequently, for Canadian GAAP purposes, the Company has redesignated  its forward contracts as trading activity and accordingly has recorded the  estimated fair values of these contracts on the balance sheets and related mark  to market adjustments for changes in estimated fair values in the statements of  operations as non-hedge derivative (loss) gain.  Mining revenue has also been restated to reclassify settlement  gains and losses on forward contracts as non-hedge derivative (loss) gain.





Previously, for the purposes of U.S. GAAP, the Company had treated fixed  forward contracts as transactions eligible for the normal purchases and sales  exemption, which requires, amongst other things, physical delivery of the gold  in satisfaction of the contract.  Upon  re-examination, it has been determined that the delivery of amounts in  Venezuela have been satisfied by physical delivery to the Central Bank rather  than directly to the counterparty.  In  addition, certain restructuring transactions with the counterparty that  modified the forward contracts prior to their maturity, have indicated that the  characterization of forward contracts as settled by physical delivery was not  necessarily the method of settlement of all forward contracts.  As a result the Company, for the purposes of  U.S. GAAP, has redesignated the forward contracts as trading activity, and  reflected the changes in the market value of these
contracts in income in  accordance with SFAS 133.





In summary, fixed forward contracts were previously reported as  qualifying for hedge accounting under Canadian GAAP and as transactions  eligible for normal purchases and sales exemption under U.S. GAAP, resulting in  no GAAP difference.  In these restated  consolidated financial statements, fixed forward contracts are being treated as  trading activity under both Canadian and U.S. GAAP and consequently no GAAP  difference exists.





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|CRYSTALLEX    INTERNATIONAL CORPORATION          
|-------------------------------------------------
|Notes    to the Consolidated Financial Statements
|December    31, 2002 and 2001                    
|                                                 




|18. | DIFFERENCES    BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES    (continued)
|--- | ---------------------------------------------------------------------------------------------------------




| | (g) | Recent    Accounting Pronouncements
| | --- | -----------------------------------




In June 2001, the Financial Accounting Standards Board (FASB) issued  SFAS No. 143, Accounting for Asset Retirement Obligations (SFAS 143),  which addresses financial accounting and reporting for obligations associated  with the retirement of tangible long-lived assets and the associated asset  retirement costs.  It applies to legal  obligations associated with the retirement of long-lived assets that results  from the acquisition, construction, development and (or) the normal operation  of a long-lived assets, except for certain obligation of leasees.  SFAS 143 amends SFAS 19, Financial  Accounting and Reporting by Oil and Gas Producing Companies, and requires  entities to record the fair value of a liability for an asset retirement  obligation in the period in which it is incurred.  When the liability is initially recorded, and the entity  capitalizes the cost by
increasing the carrying amount of the related  long-lived assets.  Over time, the  liability is accreted to its present value each period, and the capitalized  cost is amortized over the useful life of the related asset.  Upon settlement of the liability, an entity  either settles the obligation for its recorded amount or incurs a gain or loss  upon settlement,.  SFAS 143 is effective  for financial statements issued for fiscal years beginning after June 15,  2002 with earlier application encourages.   The Company has not yet determined the impact of this Statement on its  financial statements.





In June 2002, the FASB issued SFAS No. 146, Accounting for Costs  Associated with Exit or Disposal Activities (SFAS 146). This pronouncement  is effective for exit or disposal activities that are initiated after December  31, 2002 and requires these costs to be recognized when the liability is  incurred and not at project initiation.   The Company is reviewing the provisions of SFAS 146, but has not yet  determined the impact of SFAS 146 on its financial statements.





In November 2002,  the FASB issued FIN 45, Guarantors Accounting and Disclosure Requirements for  Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN  45), which requires elaborating on the disclosures that must be made by a  guarantor in financial statements about its obligations under certain  guarantees. It also requires that a guarantor recognize, at the inception of  certain types of guarantees, a liability for the fair value of the obligation  undertaken in issuing the guarantee. The disclosure requirements of FIN 45 are  effective for financial statements issued after December 15, 2002, and have  been considered in the presentation of the accompanying combined financial  statements. The recognition requirements of FIN 45 are applicable for  guarantees issued or modified after December 31, 2002. The Company has not yet  determined the effect, if any, the recognition requirement
for guarantees issued  or modified after December 31, 2002 will have on its business, results of  operations and financial condition.





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|CRYSTALLEX    INTERNATIONAL CORPORATION          
|-------------------------------------------------
|Notes    to the Consolidated Financial Statements
|December    31, 2002 and 2001                    
|                                                 




|18. | DIFFERENCES    BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued)
|--- | ------------------------------------------------------------------------------------------------------




| | (g) | Recent    Accounting Pronouncements (continued)
| | --- | -----------------------------------------------




In January 2003, the FASB issued FIN 46  Consolidation of Variable  Interest Entities (FIN 46).  FIN 46  clarifies the application of Accounting Research Bulletin No. 51  Consolidated  Financial Statements to those entities defined as Variable Interest Entities  (more commonly referred to as special purpose entities) in which equity  investors do not have the characteristics of   controlling financial interest or do not have sufficient equity at  risk for the entity to finance its activities without additional subordinated  financial support from other parties.   FIN 46 applies immediately to all Variable Interest Entities created  after January 31, 2003 and by the beginning of the first interim or annual  reporting period commencing after June 15, 2003 for Variable Interest Entities  created prior to February 1, 2003.  The  Company does not conduct any
transaction through special purposes entities and  does not expect the FIN 46 to have an impact on its financial statements.





In April 2003, the FASB issued SFAS No. 149, Amendment of SFAS No. 133  on Derivative Instruments and Hedging Activities (SFAS 149). The Statement  amends and clarifies accounting for derivative instruments, including certain  derivative instruments embedded in other contracts, and for hedging activities  under SFAS 133. In particular, it (1) clarifies under what circumstances a  contract with an initial net investment meets the characteristic of a  derivative as discussed in SFAS 133, (2) clarifies when a derivative contains a  financing component, (3) amends the definition of an underlying to conform it  to the language used in FASB Interpretation No. 45, Guarantor Accounting and  Disclosure Requirements for Guarantees, Including Indirect Guarantees of  Indebtedness of Others and (4) amends certain other existing pronouncements.  SFAS 149 is effective for contracts entered  into or modified after June 30,
2003, except as stated below and for hedging  relationships designated after June 30, 2003. The provisions of SFAS 149 that  relate to SFAS 133 Implementation Issues that have been effective for fiscal  quarters that began prior to June 15, 2003, should continue to be applied in  accordance with their respective effective dates. In addition, certain  provisions relating to forward purchases or sales of when-issued securities or  other securities that do not yet exist, should be applied to existing contracts  as well as new contracts entered into after June 30, 2003. SFAS 149 should be  applied prospectively.  SFAS 149 is  required to be adopted by the Company on July 1, 2003.  The Company has not yet determined the  impact of SFAS 149 on its financial statements.





In May 2003, the FASB issued SFAS No. 150, Accounting for Certain  Financial Instruments with Characteristics of both Liabilities and Equity  (SFAS 150).  SFAS 150 modifies the  accounting for certain financial instruments that, under previous guidance,  issuers could account for as equity. The Statement requires that those  instruments be classified as liabilities in statements of financial position.




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|CRYSTALLEX    INTERNATIONAL CORPORATION          
|-------------------------------------------------
|Notes    to the Consolidated Financial Statements
|December    31, 2002 and 2001                    
|                                                 




|18. | DIFFERENCES    BETWEEN CANADIAN AND UNITED STATES GENERALLY     ACCEPTED ACCOUNTING PRINCIPLES    (continued)
|--- | -------------------------------------------------------------------------------------------------------------




| | (g) | Recent    Accounting Pronouncements (continued)
| | --- | -----------------------------------------------




SFAS 150 affects an issuers accounting for three types of freestanding  financial instruments, namely:





| |  | mandatorily    redeemable shares, which the issuing company is obligated to buy back in    exchange for cash or other assets.                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                  
| |  | Instruments,    other than outstanding shares, that do or may require the issuer to buy back    some of its shares in exchange for cash or other assets. These instruments    include put options and forward purchase contracts.
| |   |                                                                                                                                                                                                                                  
| |  | obligations    that can be settled with shares, the monetary value of which is fixed, tied    solely or predominantly to a variable such as a market index, or varies    inversely with the value of the issuers shares.        




SFAS 150 is effective for financial instruments entered into or modified  after May 31, 2003, and otherwise is effective at the beginning of the first  interim period beginning after June 15, 2003. It is to be implemented by  reporting the cumulative effect of a change in an accounting principle for  financial instruments created before the issuance date of the Statement and  still existing at the beginning of the interim period of adoption. Restatement  is not permitted.  The Company is  currently evaluating the impact of SFAS 150 on its results of operations and  financial position.





In 2002, the CICA Handbook Sections 3063  Impairment of Long Lived  Assets and 3475  Disposal of Long Lived Assets and Discontinued Operations  were amended to harmonize with SFAS 144.   The standards will require an impairment loss to be recognized when the  carrying amount of an asset held for use exceeds the sum of the undiscounted  cash flows.  The impairment loss would  be measured as the amount by which the carrying amount exceeds the fair value  of the asset.  An asset held for sale is  to be measured at the lower of carrying cost or fair value less cost to  sell.  In addition, this guidance  broadens the concept of a discontinued operation and eliminates the ability to  accrue operating losses expected between the measurement date and the disposal  date.  Section 3063 is effective for  fiscal years beginning on or after April 1, 2003 and Section 3475 applies to
disposal activities initiated by an enterprises commitment to a plan on or  after May 1, 2003.  The sections will be  applied prospectively with early adoption encouraged.





In 2002, the Accounting Standards Board of the CICA issued Accounting  Guideline No. 13  Hedging Relationships that increases the documentation,  designation and effectiveness criteria to achieve hedge accounting.  The guidelines require the discontinuance of  hedge accounting for hedging relationships established that do not meet the  conditions at the date it is first applied.   It does not change the method of accounting for derivatives in hedging  relationships, but required fair value accounting for derivatives that do not  qualify for hedge accounting.  The new  guideline is applicable for fiscal years commencing July 1, 2003.  The Company is evaluating the impact this  standard might have on its results of operations and financial position.





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





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SIGNATURE





Pursuant to the requirements of Section 12 of the Securities Exchange  Act of 1934, the Registrant certifies that it meets all of the requirements for  filing this  Form 20-F/A  No. 1 and  that it has duly caused and authorized the undersigned to sign this annual  report on its behalf.





|                       | CRYSTALLEX INTERNATIONAL CORPORATION
|---------------------- | ------------------------------------
|                       |                                     
|                       | BY:                                 
|                       |                                     
|                       |                                     
|                       |                                     
|                       |                                     
|Date: October 14, 2004 |                                     
|                       |                                     




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Exhibit Index





|Exhibit    No. |  | Exhibit                                                                                                                                                                                                                                                              |  | Page No.
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|               |  |                                                                                                                                                                                                                                                                      |  |         
|4.11(1)        |  | Mining Operation Agreement    dated as of September 17, 2002, between Crystallex International Corporation    and Corporacion Venezolana de Guayana  English translation,    incorporated by reference from an exhibit to Form 6-K submitted on October 2,    2002. |  |         
|               |  |                                                                                                                                                                                                                                                                      |  |         
|12.1           |  | Certification of Todd Bruce pursuant to Section 906    of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                            |  |         
|               |  |                                                                                                                                                                                                                                                                      |  |         
|12.2           |  | Certification of Borden D. Rosiak pursuant to    Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                      |  |         




|                                                                                  
|----------------------------------------------------------------------------------
|(1)Filed as identically    numbered exhibit in Form 20-F, filed on August 7, 2003.




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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/A  No. 1 for the  year ended December 31, 2002, 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





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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: October 14, 2004 |                                      
|                       |                                      
|                       | /s/ TODD BRUCE                       
|                       |                                      
|                       | Todd Bruce                           
|                       | President and Chief Executive Officer
|                       |                                      




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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/A  No. 1 for the  year ended December 31, 2002, 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:





| | d. | 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;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                         
| | e. | 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                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                         
| | f. | 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):





| | c. | 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
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                           
| | d. | 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





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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: October 14, 2004 |                        
|                       |                        
|                       | /s/ BORDEN D. ROSIAK   
|                       |                        
|                       | Borden D. Rosiak       
|                       | Chief Financial Officer




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