---

Exhibit 1.1





CRYSTALLEX INTERNATIONAL CORPORATION











ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER 31, 2009









March 31, 2010

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TABLE OF CONTENTS

|DOCUMENTS INCORPORATED BY
    REFERENCE                                          | 1 
|-------------------------------------------------------------------------------- | --
|FOREIGN CURRENCY AND ACCOUNTING PRINCIPLES                                       | 1 
|GLOSSARY AND
    METRIC/IMPERIAL CONVERSION TABLE                                | 1 
|SPECIAL NOTE REGARDING FORWARD-LOOKING
    STATEMENTS                            | 2 
|NATIONAL INSTRUMENT 43-101
     STANDARDS OF DISCLOSURE FOR MINERAL PROJECTS    | 2 
|CRYSTALLEX                                                                       | 3 
|OVERVIEW                                                                         | 3 
|CORPORATE CHART                                                                  | 5 
|MINERAL RESERVES AND RESOURCES                                                   | 6 
|INFORMATION WITH RESPECT TO THE GOLD INDUSTRY                                    | 7 
|MINING IN VENEZUELA                                                              | 7 
|VENEZUELA                                                                        | 7 
|MINING LAW                                                                       | 8 
|Introduction                                                                     | 8 
|Mineral Concessions                                                              | 8 
|Direct Exploitation                                                              | 9 
|ENVIRONMENTAL LAWS                                                               | 9 
|General                                                                          | 9 
|Environmental Impact Study                                                       | 9 
|Mine Closure and Remediation                                                     | 10
|TAXATION                                                                         | 10
|Corporate Income Tax                                                             | 10
|Dividends and Branch Profits Tax                                                 | 10
|VAT and Import Duties                                                            | 10
|Science and Technology Contribution                                              | 11
|Tax Treaties                                                                     | 11
|EXCHANGE CONTROLS                                                                | 11
|LAS CRISTINAS PROJECT                                                            | 11
|LOCATION AND PROPERTY DESCRIPTION                                                | 11
|MINE OPERATING CONTRACT                                                          | 12
|ACCESSIBILITY,PHYSIOGRAPHYAND CLIMATE AND
    LOCAL RESOURCES AND INFRASTRUCTURE | 14
|Accessibility                                                                    | 14
|Physiography and Climate                                                         | 14
|Local Resources and Infrastructure                                               | 14
|HISTORY                                                                          | 15
|GEOLOGY AND MINERALIZATION                                                       | 15
|                                                                                 |   

---

|Regional Geology                                                | 15 
|--------------------------------------------------------------- | ---
|Local Geology                                                   | 15 
|Mineralization                                                  | 16 
|DRILLING, SAMPLING AND DATA
    VERIFICATION                    | .17
|MINERAL
    RESERVES                                            | 19 
|ADDITIONAL MINERAL RESOURCES                                    | 19 
|2007 TECHNICAL REPORT
    UPDATE                                | 20 
|ENGINEERING, PROCUREMENT AND CONSTRUCTION
    MANAGEMENT        | 21 
|PERMITS                                                         | 21 
|WRITE DOWN OF THE CARRING VALUE OF LAS
    CRISTINAS            | 22 
|DISCONTINUED OPERATIONS                                         | 23 
|Overview                                                        | 23 
|Mine Production                                                 | 23 
|DESCRIPTION OF SHARE CAPITAL AND RELATED
    INFORMATION        | 23 
|AUTHORIZED CAPITAL                                              | 23 
|COMMON SHARES                                                   | 24 
|CLASS "A" PREFERENCE SHARES
    AND CLASS "B" PREFERENCE SHARES | 24 
|SHAREHOLDER RIGHTS PLAN                                         | 24 
|PRICE RANGE AND TRADING
    VOLUME OF THE COMMON SHARES         | 25 
|PRICE RANGE AND TRADING VOLUME OF THE COMMON
    SHARES         | 25 
|DIVIDEND POLICY                                                 | 25 
|CAPITALIZATION                                                  | 25 
|LEGAL PROCEEDINGS                                               | 26 
|NOTEHOLDERS' ACTION                                             | 26 
|PROPOSED CLASS ACTION                                           | 26 
|CLAIM BY AN INDIVIDUAL                                          | 27 
|CLAIMS BY FORMER EMPLOYEES                                      | 27 
|WITHDRAWAL OF MINCA LITIGATION                                  | 27 
|VANNESSA ARBITRATION                                            | 27 
|RISK FACTORS                                                    | 28 
|RISKS ASSOCIATED WITH
    OPERATING IN DEVELOPING COUNTRIES     | 28 
|RISKS SPECIFIC TO OPERATIONS IN VENEZUELA                       | 28 
|Political and Economic Instability                              | 29 
|Environmental Permit Still Required                             | 29 
|Exchange Controls                                               | 29 
|Lack of Ownership Rights                                        | 29 
|Lack of Copper Rights                                           | 29 
|Amendments to Mining Laws                                       | 30 
|Arbitration Proceedings                                         | 30 
|Unauthorized Miners                                             | 31 
|Imataca Forest Reserve                                          | 31 
|GENERAL RISK FACTORS                                            | 31 

---

|Current Global Financial Condition                                                                     | 31 
|------------------------------------------------------------------------------------------------------ | ---
|Mineral Properties                                                                                     | 31 
|Environmental Regulation and Liability                                                                 | 32 
|Additional Funding Requirements                                                                        | 32 
|Reserve and Resource Estimates                                                                         | 33 
|Mineral Exploration and Exploitation                                                                   | 33 
|Uninsurable Risks                                                                                      | 33 
|Dependence on One Mining Property                                                                      | 34 
|Production Risks                                                                                       | 34 
|Regulations and Permits                                                                                | 34 
|Gold Price Volatility                                                                                  | 34 
|Currency Fluctuations                                                                                  | 35 
|Credit and Market Risks                                                                                | 35 
|Dependence on Key Employees                                                                            | 35 
|Compliance with Sarbanes-Oxley Act of 2002                                                             | 35 
|Common Share Price Volatility                                                                          | 36 
|Potential Dilution                                                                                     | 36 
|Enforcement by Investors of Civil Liabilities                                                          | 36 
|Operating Losses are Expected to Continue in the Near Future                                           | 36 
|Future Hedging Activities                                                                              | 37 
|No Payment of Cash Dividends in the Near Future                                                        | 37 
|Litigation                                                                                             | 37 
|DIRECTORS AND SENIOR OFFICERS                                                                          | 38 
|AUDIT COMMITTEE
    MATTERS                                                                            | 40 
|Composition                                                                                            | 40 
|Charter                                                                                                | 40 
|Policy on the Provision of Services by External Auditors                                               | 40 
|External Auditors Service Fees                                                                         | 40 
|CORPORATE GOVERNANCE STATEMENT                                                                         | 41 
|TRANSFER AGENT AND
    REGISTRAR                                                                       | 41 
|MATERIAL CONTRACTS                                                                                     | 41 
|INTEREST OF EXPERTS                                                                                    | 41 
|ADDITIONAL INFORMATION                                                                                 | 41 
|SCHEDULE "A"
    CONSOLIDATED FINANCIAL STATEMENTS (As attached)                                       | A-1
|SCHEDULE "B" MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
    OF OPERATIONS | B-1
|SCHEDULE "C" GLOSSARY OF DEFINED TERMS AND TECHNICAL MINING TERMS AND
    ABBREVIATIONS                | C-1
|SCHEDULE "D" MINE
    OPERATING CONTRACT AND RELATED DOCUMENTS                                         | D-1

|SCHEDULE "E"
    AUDIT COMMITTEE CHARTER             | E-1
|---------------------------------------------------- | ---
|SCHEDULE "F"
    POLICY ON INDEPENDENCE OF DIRECTORS | F-1

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DOCUMENTS INCORPORATED BY REFERENCE

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

| | (a) | the audited consolidated financial statements of the
      Corporation as at December 31, 2009 and 2008, and for each of the years in
      the two year period ended December 31, 2009 including the notes thereto
      and the auditors' report thereon (the "Consolidated Financial
      Statements");
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                            
| | (b) | the management's discussion and analysis of financial
      condition and results of operations of the Corporation for the year ended
      December 31, 2009 ("Management's Discussion and Analysis"); and                                                                                                
| |     |                                                                                                                                                                                                                                                                                                            
| | (c) | a report prepared by Mine Development Associates, ("MDA")
      and other independent consultants in November 2007 titled "Technical
      Report Update on the Las Cristinas Project, Bolivar State, Venezuela" (the
      "2007 Technical Report Update").                                               

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

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

FOREIGN CURRENCY AND ACCOUNTING PRINCIPLES

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

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

Year
        ended December 31,2009
      
      
      2008
      
      
      2007Rate at end of year
      
      C$1.0466
      
      
      C$1.2246
      
      
      C$1.0120Average rate for year .
      
      C$1.1420
      
      
      C$1.0660
      
      
      C$1.0692


The
Consolidated Financial Statements have been prepared in accordance with Canadian
generally accepted accounting principles. Note 16 to the Consolidated Financial
Statements provides the reconciliation of these financial statements to U.S. GAAP.

GLOSSARY AND METRIC/IMPERIAL CONVERSION TABLE

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

1

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

2

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CRYSTALLEX

Overview

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

The Corporation and its subsidiaries (collectively, the
"Crystallex Group") are engaged in the development of gold properties in
Venezuela. The Corporation's principal asset is its interest in the Las Cristinas gold project located in Bolivar State, Venezuela. Until September 30,
2008, the Corporation produced gold from other properties including, the Tomi
and Lo Increible properties (the latter includes the La Victoria deposit), and
the Revemin mill, all of which are located in El Callao, Bolivar State,
Venezuela. The Corporation produced approximately 20,000 ounces of gold in 2008
from these operations. Subsequent to September 30, 2008 the Corporation ceased
mining at its El Callao operations. The Revemin mill was transferred to a
Venezuelan state mining corporation in 2008 and the El Callao mining properties
were transferred to the same state mining corporation in late 2009.

The
primary focus of the Corporation over the past eight years has been the
development of the Las Cristinas project, including:

| | • | entering into a Mine Operating Contract (the "Mine
        Operating Contract") dated September 17, 2002 with Corporacion Venezolana
        de Guayana (the "CVG");                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | • | supervising the preparation of the feasibility study
        completed by SNC-Lavalin Inc., ("SNC-Lavalin") and other independent
        consultants in September 2003 with respect to the development of the Las Cristinas
    project and the construction and operation of a mining and processing
    facility at a production rate of 20,000 tonnes per day ("TPD")
        (the "20,000 TPD Feasibility Study");                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | • | securing the CVG approval in March 2004 for the 20,000
        TPD Feasibility Study;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | • | supervising the preparation of a 40,000 TPD expansion
        plan pre-feasibility study completed by SNC- Lavalin and MDA in October
        2005;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | • | completing financing transactions (including
        a C$115 million Common Share offering in April 2004, a U. S.$100 million
        debt offering in December 2004, a C$10 million short term note financing
        in September 2005 in conjunction with the establishment of a C$60 million
        equity draw down facility, a U. S.$31 million private placement in February
        2006, the receipt of C$21.6 million and C$5 million pursuant to draw downs
        under the equity draw down facility in the fourth quarter of 2005 and
        January 2006, respectively, a C$32.4 million offering of units in August
        2006, a C$61 million Common Share offering in April 2007, and a C$64.8
        million offering of units in February 2008), and an early exercise of
        certain warrants for proceeds of U.S.$6.04 million;
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | • | working to acquire the necessary permits for the Las
        Cristinas project (including the submission of an Environmental Impact
    Study ("EIS");                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | • | entering into an Engineering, Procurement and Construction
        Management Contract in February, 2004 (the "EPCM Contract")
        with SNC-Lavalin and supervising the engineering, procurement and construction
        process;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | • | supervising the preparation of an updated feasibility
        study (completed in August 2005 by SNC-Lavalin, MDA and other independent
        consultants) (the "2005 Development Plan") prepared in compliance
        with National Instrument 43-101  Standards of Disclosure for Mineral
        Projects of the Canadian Securities Administrators ("NI 43-101");                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | • | completing 98% of detailed engineering and design work
        and purchasing all long lead time equipment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | • | securing the Ministry of Basic Industries and Mining
    ("MIBAM") approval of the technical, commercial and contractual
        compliance aspects of the Las Cristinas project in March 2006;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

3

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| | • | securing the Ministry of the Environment
    and Natural Resources ("MinAmb")
  approval of the Las Cristinas EIS in June 2007; and, based on this approval,
  posting of a Compliance Guarantee Bond and payment of certain surface taxes;                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                 
| | • | supervising the preparation of the 2007 Technical Report Update (completed
  in November 2007 by MDA and SNC-Lavalin); and                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                                 
| | • | completion in 2009 of the construction of a sewage treatment plant and
  medical clinic in accordance with the terms of the Mine Operating Contract and
  receiving written confirmation from the CVG on March 2, 2009 that the
  Corporation is in compliance with the Mine Operating Contract.
| |   |                                                                                                                                                                                                                                                                                                 

The
diagram below shows the location of the Corporation's Las Cristinas project and
its former operations in Bolivar State, Venezuela.

4

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Corporate Chart

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



________________________Notes:

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

5

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MINERAL RESERVES AND RESOURCES

The
following table summarizes the mineral reserves and resources at the Las
Cristinas project as at December 31, 2009. The mineral reserve and resource
estimates have been prepared in accordance with the standards of the Canadian
Institute of Mining, Metallurgy and Petroleum and NI 43-101 and, as set out in
the notes below, are based on technical reports prepared by independent experts,
or have been prepared by the Corporation under the direction of, and verified
by, Dr. Richard Spencer, P. Geo., a Qualified Person and former VP Exploration
of Crystallex International Corporation.

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

|                         |  |                                  |  |  |          |  |  |           |  |  | RESERVES |  |  |       |  |  |           |  |  |         | 
|------------------------ |  | -------------------------------- |  |  | -------- |  |  | --------- |  |  | -------- |  |  | ----- |  |  | --------- |  |  | ------- | 
|                         |  | PROVEN                           |  |  | PROBABLE |  |  | TOTAL     | 
|                         |  |                                  |  |  |          |  |  | Contained |  |  |          |  |  |       |  |  | Contained |  |  |         | 
|                         |  | Tonnes                           |  |  | Grade    |  |  | Gold      |  |  | Tonnes   |  |  | Grade |  |  | Gold      |  |  | Tonnes  | 
|                         |  |                                  |  |  | (g/t)    |  |  | (oz)      |  |  |          |  |  | (g/t) |  |  | (oz)      |  |  |         | 
|                         |  | (tonnes and ounces in thousands) | 
|                         |  |                                  |  |  |          |  |  |           |  |  |          |  |  |       |  |  |           |  |  |         | 
|Las Cristinas Project(1) |  | 112,761                          |  |  | 1.24     |  |  | 4,483     |  |  | 351,601  |  |  | 1.10  |  |  | 12,379    |  |  | 464,362 | 

|                         |  | RESOURCES(2)                     | 
|------------------------ |  | -------------------------------- | 
|                         |  | MEASURED                         | 
|                         |  |                                  | 
|                         |  | Tonnes                           | 
|                         |  |                                  | 
|                         |  | (tonnes and ounces in thousands) | 
|                         |  |                                  | 
|Las Cristinas Project(2) |  | 33,380                           | 

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


______________Notes:

|(1) | The mineral reserves and resources for the Las Cristinas
      Project are based on estimates prepared by MDA (Steve Ristorcelli, P. Geo.
      and Thomas Dyer, P. Eng. of MDA were the Qualified Persons) in the 2007
      Technical Report Update. The mineral reserves estimated by MDA are based
      on a US$550 per ounce gold price and cut-off grades ranging from 0.33
      grams of gold per tonne to 0.57grams of gold per tonne depending on the
      mineral type. The mineral resources estimated by MDA are based on a
      cut-off grade of 0.5 grams of gold per tonne. See "Las Cristinas Project 
      Mineral Reserves" and "  Additional Mineral Resources."
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | Mineral resources are in addition to and do not include
      mineral reserves.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | The inferred resources are based on a cut-off grade of
      0.5 grams of gold per tonne.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

6

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INFORMATION WITH RESPECT TO THE GOLD INDUSTRY

The
principal uses of gold are product fabrication and bullion investment. A broad
range of end uses is included within the fabrication category, the most
significant of which is the production of jewellery. Other end uses include
official coins, electronics, miscellaneous industrial (including a role in jet
engines and space craft) and decorative uses, medals and medallions. Investors
buy gold bullion, official coins and jewellery.

On
the supply side, approximately 70% of gold supplied annually comes from mine
production, with the balance coming from drawing down existing supplies held by
governments, financial institutions and private individuals.

The
cost of gold production expressed in U.S. dollars is rising globally primarily
due to U.S. dollar weakness, general economic uncertainty, higher costs in raw
materials, notably sodium cyanide and steel grinding media, and a declining
quality of reserves at producing mines.

Other
principal factors affecting the gold price have been an increase in the demand
for gold for investment purposes, primarily attributed to the markets in India
and elsewhere in Asia and underpinned by jewellery demand, the increase of gold
reserves by several nations, de-hedging by gold producers, the second Washington
Accord, which has limited central bank gold sales, global deflationary pressures
and a general increase in global geopolitical tensions.

The
price of gold has rebounded from its lows during the period 1998 to 2002. During
the period 1999 to 2009, the gold price fluctuated between an annual average low
of $279 per ounce and an annual average high of $972 per ounce. In 2009, the
price of gold ranged from $810 per ounce to $1,209 per ounce and averaged $972
per ounce for the year.

The
table below shows the average daily morning gold price fixing on the London
Bullion Market from 1999 to 2009.

Average Gold Price(US$/oz)1999
    2792000
    2792001
    2712002
    3112003
    3632004
    4102005
    4452006
    6042007
    6952008
    8722009
    973


The gold price can fluctuate widely and is affected by numerous
factors beyond the Corporation's control. Until the discontinuation of the
Corporation's gold producing operations in September 2008, the Corporation's
revenues, cash flow and profitability were significantly affected by changes in
gold prices. Consequently, a sustained downward trend in gold prices could
negatively affect any future gold operations of the Corporation. See "Risk
Factors  General Risk Factors  Gold Price Volatility."

MINING IN VENEZUELA

The
Las Cristinas project and the Corporation's mining concessions and leases are
located in Venezuela. The following is a brief description of certain aspects
related to mining in Venezuela.

Venezuela

Venezuela
is a democratic federal republic comprising 23 states, two federal territories,
one federal district and 72 federal dependencies. The Republic is governed by a
National Executive, comprising an elected President and an appointed (by the
President) Council of Ministers, and an elected 165 member unicameral National
Assembly.

7

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The
President is elected for a six-year term. There are no limits to the number of
terms a President can be reelected. The current President is Hugo Chávez Frías,
the leader of the Movimiento Quinta República (MVR). Mr. Chávez was elected to
his first six-year term as President in 2000. He defeated a recall referendum
organized by opposition political parties in 2004. In early December, 2006,
President Chavez was elected for another six year term which commenced in
February, 2007.

Venezuela's
natural resources sector is dominated by the hydrocarbon sector. In 2009, oil
and natural gas production represented approximately 30% of Venezuela's gross
domestic product and approximately 90% of its exports. Mineral production,
primarily bauxite, alumina and primary aluminum, iron ore and steel, gold and
diamonds, represented less than 1% of Venezuela's gross domestic product.

The
Guayana Region of south-eastern Venezuela, an area that is rich in minerals and
covers approximately one-half of Venezuela, is one of the areas included in
Venezuela's efforts to diversify its economy away from petroleum and natural
gas. The CVG is a decentralized autonomous public administrative institution
created in 1960 pursuant to the Law for the Development of Guayana and is
responsible for the development and administration of the Guayana Region. The
CVG, directly and through its subsidiary companies, is involved in the mining
and production of bauxite, alumina and primary aluminium, iron ore and steel and
gold as well as electricity and cement. The CVG is Venezuela's second largest
industrial group after Petróleos de Venezuela, S.A., the state-owned petroleum
and natural gas Corporation.

The
Guayana Region is the primary source of Venezuela's hydroelectric capacity,
including the Guri Dam that supplies over 67% of Venezuela's electricity
requirements. Electricity costs in Venezuela are low by world standards.

Venezuela
has entered into bilateral investment treaties with a number of countries,
including Canada.

Mining Law

***Introduction***

Under the Venezuelan constitution, all hydrocarbon and
mineral resources belong to the Republic. The Mining Law of 1999 ("VML") regulates the exploration and
exploitation of mineral resources (other than some industrial minerals not found
on government lands). MIBAM (formerly, the Ministry of Energy and Mines) is
responsible for administering the VML.

The
VML permits the exploration and exploitation of mineral resources in several
ways, including exploration and exploitation by private parties pursuant to
mineral concessions granted by the MIBAM and direct exploration and exploitation
by the Government of Venezuela.

***Mineral
Concessions***

Rights
and Terms of Concession Holders

Concession
holders only have the right to exploit the mineral specifically covered by the
concession. Concessions have a 20-year term and can be renewed for two 10-year
periods. The exploration period of the concession is limited to three years,
with a possible extension of one year. A feasibility study outlining the
financial, technical and environmental aspects of the project must be presented
to MIBAM for approval before the end of the exploration period. Upon expiration
of the concession, all equipment and installations relating to mining and
production activities on the concession area become the property of the Republic
without compensation to the concession holder.

In
2005 the Government of Venezuela announced that it would be changing the mining
title regime from a system where title was granted in form of joint ventures or
either concessions or operating contracts to a system where all new economic
interests would be granted in the form of operating contracts. In order to
effect this change, the Government advised that it would need to create a
national mining Corporation which would be the nation's contracting party. The
Government also indicated that, given this proposed change in title regime, it
would undertake a review of all existing mining companies to ensure that only
companies found to be in compliance with their existing title terms and
conditions would qualify for the new title. Management of the Corporation
understands that this review was completed by the end of 2005; however, management of
the Corporation is not aware of any further steps undertaken to change the
mining title regime as described above.

8

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At
the end of May 2006, MIBAM submitted a draft mining law (the "Mining Bill") to
the Venezuelan National Assembly that represented the outcome of the
announcement originally made in September 2005 by the Government to the effect
that the Government intended to amend the mining law to enable the Government to
exercise better control over the nation's mineral rights. The Government further
stated that the amendments to the mining law would specifically target
properties that were idle due to the title-holders' failure to comply with the
terms and conditions of the underlying title.

*Mineral
  Concession Taxes*

Holders
of gold mineral concessions are required, from the fourth year of the
concession, to pay a surface tax according to a sliding scale, from a minimum of
0.14 tax units per hectare (one tax unit equals approximately US$15.30) for
years four to six and for concessions of up to 513 Ha, to a maximum of 0.38 tax
units for years seventeen and over and for concessions over 11,286 Ha. Once
production begins, concession holders are required to pay exploitation tax of,
in the case of gold, 3% of the Caracas commercial value of the refined metal
produced. Surface tax is reduced by the amount of exploitation tax paid, and is
therefore nil once the exploitation tax paid equals or exceeds the surface tax
due.

*Ownership
  of Concessions*

There
are no restrictions on who (domestic or foreign) may hold mineral concessions.
Mineral concessions may not be transferred without the consent of the MIBAM.

*Sale
  of Production*

Except
for gold, there are no restrictions on the right to sell mineral production in
world markets. In the case of gold, concession holders must offer to sell at
least 60% of their gold production at world market prices to the Venezuelan
Central Bank, which may or may not elect to purchase such amount. The balance
may be exported with the permission of the Venezuelan Central Bank.

***Direct
  Exploitation***

The
Government of Venezuela may reserve for itself, through a decree, the right to
directly explore and exploit specific areas or some or all of the minerals
within specific areas. Direct exploration and exploitation may be carried out
either by the State itself through the MIBAM or by other public entities such as
the CVG. The effect of such a reservation is to prohibit the grant of mineral
concessions over these areas to private parties.

*Operation
  Agreements*

If
the Government of Venezuela has reserved direct exploration and exploitation of
minerals for itself, the MIBAM or the public entity may enter into operation
agreements with third parties with respect the exploration and exploitation of
the reserved minerals.

Environmental Laws

***General***

Venezuela has a comprehensive set of environmental laws
administered by the Ministry of the Environment and Natural Resources ("MinAmb").

Venezuela
is also party to a number of important international conventions and treaties
concerned with environmental protection and nature conservation.

***Environmental
  Impact Study***

All
mining projects require a land use permit and an authorization to affect the
natural resources, both of which are issued by MinAmb. The granting of the
permit to affect natural resources is dependent on approval of an EIS by MinAmb. The EIS process includes the filing of a
comprehensive environmental, socio-economic and cultural impact study by the
developer of the mining project. In addition, approval of the feasibility study
by MIBAM is required before MinAmb will issue the environmental authorization.
In June 2007, MinAmb approved the Las Cristinas EIS and, based on this approval,
the Corporation posted a Compliance Guarantee Bond and paid certain surface
taxes. MinAmb has not issued the environmental permit for Las Cristinas.

9

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***Mine
  Closure and Remediation***

All
developers of mining projects have a general obligation to reclaim the
environment to a productive condition when the project is completed. Specific
laws regarding mine closure and remediation are limited. Such matters are
normally covered in authorizations to affect the natural environment issued by
the MinAmb.

Taxation

***Corporate
  Income Tax***

Venezuelan
companies and non-Venezuelan companies carrying on business in Venezuela
through a permanent establishment (i.e., Venezuelan branches) are subject to
corporate income tax on their worldwide income (in the case of a Venezuelan
corporation) or their income attributable to the permanent establishment (in the
case of a Venezuelan branch) at a maximum rate of 34%. They are also subject to
municipal tax of between 0.5% and 10% of their gross revenues depending on the
municipality where they carry on business and the nature of their business.

In
determining taxable income, Venezuelan corporations and branches are subject to
a system of inflation adjustments. If it owns a mining project, at the time the
project is completed, a Venezuelan corporation or branch must revalue its
non-monetary assets, liabilities and equity in line with inflation since
acquisition and pay a one-time tax of 3% of the amount of the revaluation
increase. At the end of each taxation year thereafter, the corporation or branch
must revalue its non-monetary assets, liabilities and equity in accordance with
the inflation rate. The corporation's or branch's taxable income for the
taxation year may increase or decrease as a result of the adjustment.

Venezuelan
corporations and branches are entitled to amortize their capital assets on a
straight-line basis over the useful life of the assets. Foreign exchange gains
and losses are included in calculating income. Losses may be carried forward for
three years in the case of operating losses and one year in the case of
inflation adjustment losses from the year in which they are incurred.

***Dividends
  and Branch Profits Tax***

Dividends
paid by Venezuelan corporations are subject to withholding tax at the rate of
34%. This withholding may be reduced under applicable tax treaties.

Net
earnings repatriated by Venezuelan branches are subject to a branch profits tax
of 34%. This rate may be reduced under applicable tax treaties. The tax does not
apply to net earnings reinvested in Venezuela for a minimum period of five
years.

Only
  those dividends and repatriations that originate from income that has not been
  subject to corporate income tax at the corporation or branch level are subject
  to the dividend withholding or branch profits tax.

***VAT
  and Import Duties***

Venezuelan
corporations and branches are required to pay value added tax ("VAT") of 12%
effective April 1, 2009 (changed from 11% to 9% effective July 1, 2007 ) on
goods and services purchased by them, including imported goods and services.
They may recover the VAT paid by them from the VAT charged and collected by them
on goods and services sold by them in Venezuela. Export sales are subject to VAT
of 0%. Exporters recover VAT previously paid by them through certificates issued
to them by the Ministry of Finance. The certificates may be used as a credit
against future VAT and income taxes or may be transferred to third parties for
value and thereby monetized.

Import
duties of various rates are also payable on goods imported into Venezuela.

10

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A
Venezuelan corporation or branch that is proposing to carry out a mining project
that is in the national interest may apply to the National Executive for
exoneration from the VAT and import duties applicable to machinery and equipment
imported by it into Venezuela for the project.

***Science
  and Technology Contribution***

Venezuelan
mining operations must invest in, or contribute to science and technology
projects an amount equal to 1% of gross income during each taxable year. The
amount to be invested or contributed is based upon the previous year's gross
income. Any amount not invested or contributed during the taxable year must be
paid to the Ministry of Science and Technology.

***Tax
  Treaties***

Venezuela
has entered into tax treaties with a number of countries including Canada.

Exchange Controls

Venezuela
reintroduced exchange controls in February 2003.

Access
to foreign currency is subject to a process of application and approval. All
foreign currencies brought into Venezuela must be converted into Bolivars at the
prevailing official exchange rate. Also, the net proceeds of all exports of
goods and services must be repatriated and converted into Bolivars at the
prevailing official exchange rate. Venezuelan corporations and branches have
access to foreign currencies at the prevailing official exchange rate to pay
principal and interest on registered prescribed debt and to purchase prescribed
imported goods and services under registered agreements. They must apply to the
Venezuelan Foreign Exchange Administration Commission to obtain foreign
currencies at the prevailing official exchange rate for other purposes,
including paying dividends and repatriating net earnings.

LAS CRISTINAS PROJECT

The
information set out below is based on, among other things, the 2007 Technical
Report Update.

Copies
of the 2007 Technical Report Update are available for review on the SEDAR
website at www.sedar.com. The 2007
Technical Report Update is the Corporation's current base case and Technical
Report for purposes of NI 43-101.

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

Location and Property Description

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

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

11

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



Mine Operating Contract

The
Corporation's interests in the Las Cristinas Deposits are derived from:

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

See
"Mining in Venezuela - Mining Law  Direct Exploitation." English language
translations of the Presidential decree, the agreement between the Ministry of
Energy and Mines and the CVG and the Mine Operating Contract referred to above
are attached to the Annual Information Form as Schedule D.

12

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The
principal provisions of the Mine Operating Contract are summarized below.

- Authorization.The CVG authorized the
      Corporation and the Corporation agreed to make all investments and carry
      out all works necessary to explore, develop, exploit, commercialize and
      sell the gold mineral contained in the Las Cristinas Deposits for the
      CVG.
- Fees and Payments.In consideration for its
      services, the Corporation is entitled to a fee equal to the value of the
      gold produced from the Las Cristinas Deposits less:

| | (a) | the following royalty to which the CVG is entitled based
      on the commercial value of the gold produced from the Las Cristinas
      Deposits:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------

Commercial Value
    Royaltyless than
      US$280 per ounce
    1.0%equal to or
      more than US$ 280 per ounce and less than US$350 per ounce
    1.5%equal to or
      more than US$350 per ounce and less than US$400 per ounce
    2.0%more than
      US$400 per ounce
    3.0%


| | (b) | the Venezuelan exploitation tax payable by the CVG equal
      to 3% of the commercial value of the refined gold produced from the Las
      Cristinas Deposits.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

The Corporation is required to pay the
  exploitation tax on behalf of the CVG and is entitled to be reimbursed by the
  CVG .

- Covenants.The Corporation is required, among other things,
  to: prepare and present to the CVG for approval annual production plans (which
  include information with respect to capital investments, production volumes,
  processing capacity, operating costs, number of workers, projected price of
  gold and income from sales of gold and other material information relating to
  such matters) and annual and life-of-mine development plans (which include
  operational information relating to volumes of excavation, waste exploitation,
  handling of effluents and information with respect to environmental protection
  and security and other material information relating to such matters); provide
  certain social development programs (including employment and training
  programs for employees and groups of informal miners, improving community
  health care facilities, providing local housing and infrastructure
  improvements to water and sewage systems and road access to the project site);
  compensate the CVG for loss of profits if the project fails to meet approved
  production volumes for reasons other than as a result of force majeure;
  and carry out its activities in accordance with applicable Venezuelan
  environmental, mining and other laws and in accordance with principles of
  sustainable development.
- Non-Assignment by the Corporation.The Corporation is not
  permitted to assign the Mine Operating Contract.
- Term and Termination.The term of the Mine Operating Contract
  is 20 years subject to extension by the parties for two renewal terms (each 10
  years). The Mine Operating Contract may be terminated by either party on 90
  days' written notice if the other party defaults in the performance of its
  obligations under the Mine Operating Contract.
- Dispute Resolution.If a dispute arises under the Mine
  Operating Contract that the parties are unable to resolve, the parties have
  agreed to refer the matter for determination to tribunals of Bolivar State,
  Venezuela.
- Governing Law.The Mine Operating Contract is governed by the
  laws of Venezuela.

13

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Accessibility, Physiography and Climate and Local Resources
and Infrastructure

***Accessibility***

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

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

***Physiography
  and Climate***

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

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

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

***Local
  Resources and Infrastructure***

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

An
existing construction camp has been refurbished. The administration offices and
dining facilities are fully functioning.

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

14

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History

Gold
was first discovered in the Las Claritas area in 1920. Gold mining at the Las
Cristinas project site was initiated in the 1930s and continued sporadically on
a minor scale until the early 1980s when a "garimpeiro" (itinerant, informal
miners) gold rush occurred, with some 5,000 to 7,000 garimpeiros working
alluvial and saprolite-hosted gold deposits using hydraulic mining techniques.
The amount of gold recovered is unknown. Much of the Las Cristinas project site
is covered with tailings from this early mining.

After
extensive exploration and development, Placer Dome Inc. (PDI) announced
commencement of construction of the Las Cristinas mine on August 2, 1997. The
inauguration took place at the site with officials of PDI, CVG, and
representatives of the Venezuelan government present. On January 20, 1998, PDI
announced that its operating Corporation in Venezuela, Minera Las Cristinas C.A.
had decided to suspend construction. Construction resumed in May 1999, but was
again suspended on July 15, 1999, due to uncertainty with respect to gold prices
and title. Up until that time, PDI had reportedly spent US$118 million on the
project.

See
also "Legal Proceedings  Withdrawal of MINCA Litigation."

Geology and Mineralization

***Regional
  Geology***

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

***Local
Geology***

*Weathered
Profile*

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

*Structure*

Two
major fabric orientations are evident throughout the Las Cristinas Deposits. The
older foliation (S1) consists of a moderately to intensely developed
cleavage that is sub-parallel to bedding. The S1foliation strikes
north-south and dips at about 40° to the west in the Conductora area. This
foliation rotates in the Cordova and Mesones areas to a northwest strike and a
steeper dip of 30° to 70° to the southwest. The S1foliation contains
a strong stretching lineation that plunges to the southwest and probably relates
to fabric development in a major, regional shear zone.

The
S2fabric is a spaced foliation that is axial planar to kink-folds.
It strikes southeast and dips gently (about 36°) to the northeast.

15

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

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

*Alteration*

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

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

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

***Mineralization***

*Primary
  mineralization in hard rock*

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

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

16

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

Sulphides
occur as replacements, disseminations, clots, blebs, sulphide veinlets and also
in veinlets with quartz and other alteration minerals throughout the Las
Cristinas Deposits. The higher sulphide content in the Mesones deposit is
evident in more extensive replacements and denser disseminations than are
evident in the Conductora or Cordova areas. Many sulphide grains and stringers
lie within the plane of the foliation while many disseminations and blebs cut
across the S1foliation.Areas of intense cleavage development are
characterised by sulphide blebs that are flattened into the plane of the S1foliation. The majority of quartz-carbonate-sulphide veinlets lie in the
plane of the foliation. Veinlets that cross-cut the foliation show successive
rotation into the plane of the foliation in areas of stronger fabric
development. These features are interpreted to indicate that sulphide
mineralization, and therefore copper and gold mineralization, occurred during
and partially post-dated, S1cleavage development. Sulphide
accumulations are clearly folded by, and hence predate, the S2 foliation.

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

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

*Saprolite*

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

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

Drilling, Sampling and Data Verification

The most detailed exploration work on the property was carried
  out by Placer Dome Inc. ("Placer"), the previous holder of an interest
  in the Las Cristinas Deposits (see Legal Proceedings  Withdrawl of MINCA
  Litigation"). The work included:

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

17

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

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

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

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

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

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

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

18

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

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

Mineral Reserves

The
estimated mineral reserves at the Las Cristinas project as at December 31, 2009,
were as follows:

|         | Mineral Reserves(1) |  | Average Grade |  | Contained Gold  
|-------- | ------------------- |  | ------------- |  | ----------------
|         | (tonnes  000's)    |  | (g/t)         |  | (ounces  000's)
|Proven   | 112,761             |  | 1.24          |  | 4,483           
|Probable | 351,601             |  | 1.10          |  | 12,379          
|Total    | 464,362             |  | 1.13          |  | 16,862          

_____________
  Notes:

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

Additional Mineral Resources

The
estimated additional mineral resources at the Las Cristinas project at December
31, 2009, were as follows:

|                             |                         |  | Average Grade |  | Contained Gold  
|---------------------------- | ----------------------- |  | ------------- |  | ----------------
|                             | Mineral Resources(1)(2) |  |               |  |                 
|                             | (tonnes  000's)        |  | (g/t)         |  | (ounces  000's)
|                             |                         |  |               |  |                 
|Measured                     | 33,380                  |  | 0.84          |  | 897             
|Indicated                    | 131,641                 |  | 0.71          |  | 3,002           
|Total Measured and Indicated | 165,021                 |  | 0.73          |  | 3,899           
|                             |                         |  |               |  |                 
|Total Inferred               | 229,626                 |  | 0.85          |  | 6,276           

_______________
  Notes:

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

19

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2007 Technical Report Update

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

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

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

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

The
2007 Technical Report Update serves as the Corporation's current NI 43-101
compliant technical report. The conclusions, estimates and findings of the 2007
Technical Report Update are set out below.

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

20

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Engineering, Procurement and Construction Management

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

Detailed
engineering and design for the Las Cristinas project was 98% complete by the end
of 2005. All long lead time equipment for Las Cristinas was also purchased
during 2004 and 2005 at a cost of $61 million. The Corporation sold some equipment
in 2009 and the remaining equipment has a book value of $39 million. This
equipment remains in storage outside of Venezuela.

The 2007 revised capital cost estimate to construct Las
Cristinas is $356 million. Included in this estimate was approximately $102
million that had already been spent, principally on engineering and other
technical services and on equipment. This left a balance to spend of $254
million; however, with the 2009 sale of equipment with a book value of $24
million, the balance to spend, based on the 2007 estimate, is $399 million
including contingencies. If and when the Corporation receives the Permit, the
Corporation will renegotiate the main construction contracts that were
originally awarded in 2005 and will revise the capital cost estimate for the
project.

Prior to
the write down of $297 million in 2009, the Corporation had capitalized $336 million relating to Las Cristinas. In addition to expenditures on engineering services and equipment,
the balance of the capitalized costs were for items such as camp security,
catering and housekeeping, reserve drilling programs, environmental work,
community relations projects, among others. Ongoing expenditures (including site
security, camp catering, equipment storage, general site administration and
social and community programs) prior to receipt of the Permit are not included
in the 2007 construction estimate of $356 million.

Permits

On
September 17, 2002, Crystallex entered into a non-assignable Mine Operating
Contract with the CVG, acting under the authority of the Ministry of Energy and
Mines of Venezuela, under which Crystallex was granted the exclusive right to
explore, develop and exploit the Las Cristinas 4, 5, 6 and 7 concessions
including the processing of gold for its subsequent commercialization and sale.

In
May 2007, the CVG was formally notified by the Ministry of Environment and
Natural Resources, ("MinAmb") that all requirements had been fulfilled for the
issuance of the Authorization to Affect Natural Resources (the "Permit") which
is required to commence construction of the mine; however, the Permit was not
issued. In April, 2008, the Director General of the Administrative Office of
Permits at MinAmb issued a letter to the CVG denying its request for the Permit
for the Las Cristinas project. In May 2008, the Corporation filed a challenge to
this denial. This challenge was denied by the Director General on May 30, 2008
and the Corporation was advised by the Director General to appeal directly to the
Minister of MinAmb.

On June
16, 2008 the Corporation filed an appeal (the "Appeal") with the Minister of MinAmb.
The Corporation has not received a response to this Appeal. The Minister of MinAmb
is obligated to issue a decision on this Appeal; however, if no decision is
issued within 90 business days of submitting the Appeal (by October 30, 2008),
Venezuelan law allows the Corporation to elect to deem the Appeal as being denied in
order to avail itself of additional legal avenues in Venezuela. Although the
deadline for the Minister's response has passed, the Corporation has yet not invoked
this right.

In
August, 2008, the Corporation, at the request of the Vice-Minister of MinAmb, filed
a report that dealt with modifications to the project, which were accepted by
the Vice-Minister. The Vice Minister of MinAmb issued an official letter which
indicated that the modifications complied with government guidelines on
environmental and social matters and were technically viable. The letter further
noted that the foregoing should be considered by the Minister of MinAmb in
rendering her decision on the Permit.

The
Corporation has received express and implicit confirmation of its rights and the
acceptability of its performance from Venezuelan officials with whom it
interacts. These confirmations have at times been contradicted by public
statements made by government officials suggesting that the Corporation will either
not obtain the Permit or will lose control of Las Cristinas. The Corporation has not
received any official notification from any government entity concerning changes
to the control of Las Cristinas or to the MOC.

21

---

The
Corporation is taking the necessary steps to protect its shareholder and stakeholder
rights, including preserving its rights to pursue legal avenues both inside and
outside of Venezuela. In November 2008, the Corporation delivered a letter to the
Government of the Republic of Venezuela notifying it of the existence of a
dispute between the Corporation and the Bolivarian Republic of Venezuela under the
Agreement between the Government of Canada and the Government of Venezuela for
the Promotion and Protection of Investments (the "Treaty"). Following delivery
of the notification letter, the Treaty allows for a six month amicable period to
settle disputes prior to submitting a dispute to arbitration. This six month
amicable period elapsed at the end of May 2009; accordingly, the Corporation now has
the option of submitting its dispute to international arbitration under the
terms of the Treaty. The Corporation is presently in discussions regarding potential
transactions and partnerships that may facilitate the advancement of the Las Cristinas project. In the absence of a successful transaction or a settlement
with the Government of Venezuela, the Corporation is prepared to file for
international arbitration.

The
Corporation remains in full control of the Las Cristinas property and has not been
advised by any Venezuelan authority of any changes to its rights under the Las
Cristinas MOC. Additionally, the Corporation has been advised that by remaining in
full compliance with the MOC while it continues to seek a resolution on Las Cristinas the Corporation will preserve the option of international arbitration in
the alternative. Accordingly, the Corporation has determined that, to date, it is in
the best interest of all stakeholders to remain compliant with the MOC and incur
the consequent expenditures.

WRITE DOWN OF THE CARRING VALUE OF LAS CRISTINAS

The Corporation assessed the Las Cristinas Project for
impairment based on the guidance in EIC 174 "Mining Exploration Costs", AcG-11
"Enterprises in the Development Stage" CICA Handbook Section 3063 "Impairment of
Long-Lived Assets" and concluded that, despite its continued efforts to secure
the Permit and pursue accretive transactions in respect of the Las Cristinas
Project, a write down of the carrying value should be recorded in the current
year based on certain impairment triggers noted including, but not limited to,
the permitting delays. The Corporation determined that, among other things, the
current uncertainty regarding the permit had a significant impact on
management's ability to estimate the future net cash flows associated with the
Las Cristinas Project. Accordingly, the Corporation recorded a non-cash write
down of $297,069 relating to all mineral property costs, including the deferred
exploration and development expenditures, except the carrying value of the
remaining mining equipment of $39,203. This write down of the carrying value of
the Las Cristinas Project is based on accounting principles only, and thus
without prejudice to the legal qualification that the Venezuelan measures may be
given under Venezuelan or international law, and in particular in the context of
any actions or claims that Crystallex may exercise pursuant to its rights under
those legal systems. The non-cash write down of $297,069 resulted in the
reversal of future income tax liabilities of $17,459 relating to temporary
differences between book and tax values previously recorded.

The Corporation continues to pursue the issuance of the
Permit in addition to exploring a variety of ways in which to enhance value for
all stakeholders of the Corporation.

The write down of the carrying value of the Las Cristinas
Project is a non-cash item based on the application of accounting principles
only, and does not reflect the Corporation's belief in the strength of the
Corporation's contract and related rights, and is taken thus without prejudice
to the legal qualification that the Venezuelan measures may be given under
Venezuelan or international law (including under the Treaty), and in particular
in the context of any actions or claims that Crystallex may exercise pursuant to
its rights under those legal systems. The Corporation will continue to pursue
the Permit with all appropriate measures, continues to comply with the
obligations of the MOC, and expects to prevail in due course.

The Corporation will be reporting under International
Financial Reporting Standards ("IFRS") effective January 1, 2011. Under IFRS an
entity is required to assess at each reporting date any indication that a
previously recognized impairment loss no longer exists or has decreased. If
there is an indication, the entity is required to estimate the recoverable
amount and determine whether an impairment reversal is appropriate. The
Corporation will carefully assess the alternative accounting policies available
under IFRS and will definitely consider a reversal of the write down of the
carrying value of the Corporation's interest in Las Cristinas and possibly
restore the carrying value

The aggregate expenditures incurred, before write down, on
the Las Cristinas Project by the Corporation to December 31, 2009 are summarized
as follows:

|                                              |   | Cash    | Non-cash |        | Total
|--------------------------------------------- | - | ------- | -------- | ------ | -----
|Plant and equipment                           | $ | 89,625  | $        | -      | $    
|Exploration, development and related expenses |   | 165,728 |          | 5,732  |      
|Property payment and finders' fees            |   | 24,978  |          | 11,192 |      
|Future income taxes                           |   | -       |          | 37,277 |      
|Stock-based compensation                      |   | -       |          | 1,740  |      
|                                              | $ | 280,331 | $        | 55,941 | $    

22

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DISCONTINUED OPERATIONS

***Overview***

On
October 1, 2008, the Revemin mill and related assets located in El Callao,
Venezuela reverted by contract to the State of Venezuela as a result of the
expiry of the operating agreement relating to the mill. At the same time, the
Corporation ceased all mining operations at the Tomi and La Victoria mines which
supplied ore to the Revemin mill. Subsequent to October 1, 2008, all mill
operating employees at Revemin and some of the mining employees accepted offers
of employment with Minerven, a Venezuelan state owned Corporation. The
Corporation paid Minerven compensation for all severance costs relating to those
employees whose employment was assumed by Minerven and has terminated most of
the remaining mining employees. In December 2009, the Corporation transferred to
Minervenf the Tomi, La Victoria and Lo Increible 4C and 4D mining concessions
which did not form part of the mill contract. The Corporation is currently
revising its reclamation plans for certain previous mining and processing
activities at El Callao and estimates that $2.9 million (undiscounted) may be incurred to
remediate the affected areas. The Corporation maintains a small workforce to
oversee reclamation activities.

***Mine
  Production***

The
annual production and results of operations from the Tomi and La Victoria operations for each of the three
years ended December 31, 2009 is set out below:

2009
    
    
    2008
    
    
    2007Mining revenues
    $
    -
    
    $
    14,421
    
    $
    13,565Expenses
    
    (1,975
    )
    
    (18,334
    )
    
    (21,786
    )Loss from operations
    $
    (1,975
    )
    $
    (3,913
    )
    
    ($8,221
    )Gold
      Production (ounces)Tomi Open Pits
    
    -
    
    
    6,530
    
    
    8,437-
    
    
    3,856Tomi Underground
    
    
    
    
    
    
    
    13,551La
      Victoria
    
    -
    
    
    6,488
    
    
    9,356Purchased Material
    
    -
    
    
    1,011
    
    
    2,223Total gold production (ounces)
    
    -
    
    
    17,885
    
    
    33,567Gold sold (ounces)
    
    -
    
    
    19,677
    
    
    32,815Average realized gold price
    
    -
    
    $
    733
    
    $
    413Average spot gold price
    
    -
    
    $
    897
    
    $
    695


DESCRIPTION OF SHARE CAPITAL AND RELATED INFORMATION

Authorized Capital

The
share capital of the Corporation consists of an unlimited number of common
shares, an unlimited number of Class "A" preference shares and an unlimited
number of Class "B" preference shares. As at December 31, 2009, there were
294,817,719 common shares, no Class "A" preference shares and no Class "B"
preference shares issued and outstanding.

23

---

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

Common Shares

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

Class "A" Preference Shares and Class "B" Preference Shares

The
Class "A" preference shares and the Class "B" preference shares are issuable in
series. Each series may consist of such number of shares and have such
designation, rights, privileges, restrictions and conditions attached thereto as
may be determined by the board of directors of the Corporation, subject to the
provisions attached to the Class "A" preference shares as a class or the Class "B" preference shares as a class. The Class
"A" preference shares and the Class "B" preference shares each rank ahead of the common shares with respect to the
distribution of assets of the Corporation upon liquidation, dissolution or
winding-up.

Shareholder Rights Plan

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

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

Pursuant
to the Rights Plan, one right (a "Right") is attached to each outstanding common
share of the Corporation held by shareholders of record at the close of business
on the record date. The Rights will separate from the common shares at the time
(the "Separation Time") which is the close of business on the eighth trading day
(or such later day as determined by the board of directors of the Corporation)
after the public announcement of the acquisition of, or intention to acquire,
beneficial ownership of 20% of the common shares of the Corporation by any
person other than in accordance with the terms of the Rights Plan.

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

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

24

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Price Range and Trading Volume of the Common Shares

The common shares of the Corporation are listed on
the Toronto Stock Exchange (the "TSX") and the American Stock Exchange (the "AMEX"). The closing price range and
the trading volume of the common shares for each of the months in 2009 are set
forth in the following table.

Price Range and Trading Volume of the Common Shares

The common shares of the Corporation are listed on
the Toronto Stock Exchange (the "TSX") and the American Stock Exchange (the "AMEX"). The closing price range and
the trading volume of the common shares for each of the months in 2009 are set
forth in the following table.

TSX
      
      
      AMEXHigh
      
      
      Low
      
      
      Volume
      
      
      High
      
      
      Low
      
      
      Volume(C$)
      
      
      (C$)
      
      
      
      
      
      (US$)
      
      
      (US$)January
      
      0.34
      
      
      0.17
      
      
      22,173,099
      
      
      0.37
      
      
      0.13
      
      
      36,593,712February
      
      0.42
      
      
      0.28
      
      
      6,822,396
      
      
      0.34
      
      
      0.22
      
      
      14,625,493March
      
      0.38
      
      
      0.28
      
      
      4,075,036
      
      
      0.30
      
      
      0.22
      
      
      10,120,877April
      
      0.36
      
      
      0.26
      
      
      3,588,210
      
      
      0.29
      
      
      0.21
      
      
      9,190,561May
      
      0.48
      
      
      0.27
      
      
      6,379,608
      
      
      0.41
      
      
      0.25
      
      
      24,738,226June
      
      0.30
      
      
      0.22
      
      
      3,694,487
      
      
      0.28
      
      
      0.18
      
      
      10,591,627July
      
      0.31
      
      
      0.27
      
      
      2,484,319
      
      
      0.27
      
      
      0.22
      
      
      7,860,349August
      
      0.29
      
      
      0.21
      
      
      8,226,804
      
      
      0.26
      
      
      0.20
      
      
      8,301,900September
      
      0.30
      
      
      0.22
      
      
      9,388,514
      
      
      0.28
      
      
      0.19
      
      
      32,659,087October
      
      0.29
      
      
      0.24
      
      
      4,681,313
      
      
      0.28
      
      
      0.22
      
      
      15,378,702November
      
      0.55
      
      
      0.22
      
      
      16,974,640
      
      
      0.52
      
      
      0.20
      
      
      62,824,052December
      
      0.45
      
      
      0.32
      
      
      17,850,249
      
      
      0.44
      
      
      0.20
      
      
      31,119,373


Dividend Policy

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

Capitalization

The
following table sets forth the consolidated cash and cash equivalents, and
capitalization of the Corporation as at December 31, 2009.

US$(millions)Cash and
      cash equivalentsUnrestricted
    6.9Total cash
      and cash equivalents
    6.9Long-term
      debtNotes due December 23, 2011(1)
    90.6Total
      long-term debt
    90.6Shareholders' deficitCommon shares (authorized  unlimited; issued
      294,817,719)(2)
    561.8Contributed surplus
    35.3Accumulated comprehensive income
    12.0Deficit
    (653.8)Total
      shareholders' deficit
    (44.7)Total capitalization
    52.8


______________
  Notes:

|(1) | See Note 7 to the Consolidated Financial
    Statements.
|--- | --------------------------------------------------------
|    |                                                         
|(2) | See Note 8 to the Consolidated Financial
    Statements.

25

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LEGAL PROCEEDINGS

Noteholders' Action

In
December 2008, the Corporation was served with a notice of application (the
"Application") by the trustee for the Noteholders. The trustee, on behalf of
certain Noteholders sought, among other things, a declaration from the court
that there has been a project change of control (a "Project Change of Control")
event, as defined in the First Supplemental Indenture made as of December 23,
2004, thereby requiring Crystallex to accelerate payment and purchase all of the
Notes of each Noteholder who has so requested at a price equal to 102% of the
principal amount of the Notes, together with accrued and unpaid interest to the
date of purchase.

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

On
December 16, 2009 the Ontario Superior Court of Justice dismissed all of the
Noteholders' claims against Crystallex and ordered the Noteholders to pay
Crystallex costs. With regards to the reasonableness of the actions of the
Crystallex Directors, Justice Newbould stated in his December 16, 2009 decision:

"In
any event, I am satisfied that the directors of Crystallex have acted in good
faith, that their actions and decision have been reasonable and made on an
informed basis and, where appropriate, after taking professional
advice.......Crystallex submits, and I accept, that the directors have balanced
various risks at every stage. Over the course of the litigation, the landscape
has shifted and the directors have been required to reassess the situation on
numerous occasions. They have done so by informing themselves, obtaining
appropriate advice, balancing the risks associated with courses of action and
choosing from a spectrum of reasonable alternatives. The directors received
legal advice on their duties to the Noteholders in light of requests made on
behalf of the Noteholders. The directors considered the interests of both the
Noteholders and the shareholders, including those shareholders who have invested
in a new financing after the issuance of the Notes. The directors were advised
and considered the fact that it (sic) could not let the threat of a Noteholder
lawsuit influence their judgment about what was in the best interests of the
corporation. All of this was appropriate and reasonable."

The
Noteholders have filed an appeal which is scheduled to be heard on April 26,
2010. Although Crystallex is of the opinion that the court's decision will be
upheld, there can be no assurance that the appeal will be resolved in favour of
the Corporation and an unfavourable outcome of this appeal may have a material
adverse impact on the Corporation's financial condition.

Proposed Class Action

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

In
a court order dated April 7, 2009, the lead plaintiffs were appointed and, on
June 12, 2009, they filed an amended complaint. The defendants filed a motion to
dismiss on August 14, 2009. The lead plaintiffs filed an opposition to the
motion to dismiss on September 11, 2009 and the defendants filed a reply thereto
on September 29, 2009. The defendants also informed the court of the December
16, 2009 decision of the Ontario Superior Court, which dismissed all of the
Noteholders' claims against Crystallex.

26

---

Crystallex
believes that the complaint is without merit and intends to vigorously defend
itself against the action. However, because the action is in its preliminary
stages, the Corporation cannot provide assurances as to the outcome of the
action, nor can the range of losses, if any, be estimated. Accordingly, no
losses have been accrued.

Claim by an Individual

On May
23, 2006, the Corporation and certain directors and officers were served with a
statement of claim by an individual alleging misrepresentation, conspiracy and
breach of contract, and claiming damages of approximately Cdn$1.75 million. The
Corporation has filed its statement of defence and believes that there is little
likelihood of any ultimate liability. However, as the outcome of this matter
cannot be determined at this time, the Corporation has made no provision for
this contingency in its consolidated financial statements as at December 31,
2009.

Claims by Former Employees

The
Corporation's subsidiaries in Venezuela have been served with statements of
claims from several former employees for additional severance and health related
issues for an aggregate claim of approximately $1 million. The Corporation
believes these claims are without merit and plans to vigorously defend against
them. However, as the outcome of these claims cannot be determined at this time,
the Corporation has made no provision for these contingencies in its
consolidated financial statements as at December 31, 2009.

Withdrawal of MINCA Litigation

In
early 1991, the CVG called for bids to develop the Las Cristinas Deposits.
Placer was the winning bidder. In July 1991, Placer and the CVG entered into a
joint venture agreement pursuant to which they agreed to form a joint venture
Corporation, Mineras Las Cristinas, C.A. ("MINCA"), to explore and, if feasible,
develop the gold ore in the Las Cristinas Deposits. In early 1992, the CVG and
MINCA entered into a contract (the "MINCA Contract") with respect to the
exploration and exploitation of the Las Cristinas Deposits.

The
work plan provided for in the MINCA Contract contained milestones with respect
to the development of the Las Cristinas Deposits. During the period 1996 to
2000, MINCA suspended its development activities on several occasions.

In
August 2000, Placer and the CVG agreed that Placer would have the right, until
July 15, 2001, to engage an investment bank to attempt to find an approved buyer
or joint venture partner to develop the Las Cristinas Deposits. In early July
2001, Placer assigned its interest in MINCA to Vannessa Ventures Ltd. ("Vannessa"). Shortly after July 15, 2001 the CVG declared MINCA to be in
default of its obligations under the MINCA Contract and gave MINCA notice that
it had the cure period specified under the MINCA Contract to cure the default.
In early November 2001, after expiry of the cure period, the CVG terminated the
MINCA Contract for cause and took possession of the Las Cristinas Deposits and
related assets.

In March
2002, the MIBAM repossessed the Las Cristinas Deposits and related assets on
behalf of the Republic of Venezuela. In April 2002, by Presidential decree, the
Venezuelan government reserved for itself through the MIBAM the direct
exploration and exploitation of the gold mineral located in the Las Cristinas
Deposits and granted to the MIBAM the right to contract with the CVG the
activities required to carry out such exploration and exploitation. In May 2002,
the MIBAM and the CVG entered into an agreement pursuant to which the MIBAM
granted to the CVG the right to explore and exploit the gold mineral located in
the Las Cristinas Deposits and to enter into operation agreements with third
parties for such purposes. In September 2002, the CVG and the Corporation
entered into the Mine Operating Contract. See "Las Cristinas Project  Mine
Operating Contract."

Beginning
in March 2002, MINCA and Vannessa commenced a number of proceedings, (the "MINCA
Litigation") before the Venezuelan Supreme Court against the Republic of
Venezuela and the CVG seeking, among other things, restitution of MINCA's rights
under the MINCA Contract or damages in lieu thereof.

Vannessa Arbitration

In
July 2004, Vannessa filed a Request for Arbitration with the International
Centre for Settlement of Investment Disputes ("ICSID") against the Republic of
Venezuela pursuant to the Agreement between the Government of Canada and the
Government of the Republic of Venezuela for the Promotion and Protection of
Investments (the "Treaty"). The Request for Arbitration alleges that the
Republic of Venezuela, including its agency, the CVG, breached the Treaty; that
the Republic of Venezuela expropriated the investments of Vannessa and MINCA
without due process of law, in a discriminatory manner and without prompt,
adequate and effective compensation contrary to Article VII of the Treaty; and
that the Republic of Venezuela failed to accord fair and equitable treatment and
full security to Vannessa and MINCA contrary to Article II of the Treaty.
Vannessa has requested restitution and monetary damages or, in lieu of
restitution, monetary damages, including out-of-pocket expenses and lost
profits. Vannessa has reported that ICSID registered the Request for Arbitration
in October 2004.

27

---

Section
3(b) of Article XII of the Treaty provides that an investor may submit a dispute
to arbitration under the Treaty only if "the investor has waived its right to
initiate or continue any other proceedings in relation to the measure that is
alleged to be in breach of the Treaty before the courts or tribunals of
Venezuela or in a dispute settlement procedure of any kind." Section 10 of
Article XII of the Treaty provides that "an award of arbitration shall be final
and binding."

In
July 2004, MINCA and Vannessa discontinued the MINCA Litigation.

Although
the Corporation is not a party to the arbitration proceedings and cannot predict
the outcome of these proceedings, including whether any arbitration award could
have a material adverse effect on the Corporation's rights under the Mine
Operating Contract, the Corporation believes (on the basis of advice received
from special Canadian and Venezuelan legal counsel to the Corporation) that:

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

RISK FACTORS

The business and operations of the Corporation and its
affiliates are subject to risks. Any of the following risks could have a
material adverse effect on the Corporation, its business and future prospects.

Risks Associated with Operating in Developing
Countries

The
Corporation's mineral properties are located in Venezuela and as such the
Corporation may be affected by political or economic instabilities there. The
risks associated with carrying on business in Venezuela, in addition to those
highlighted above, include, but are not limited to violent crime, which is
prevalent throughout the country and includes kidnapping, smuggling and drug
trafficking especially in remote areas. Changes in resource development or
investment policies or shifts in political attitudes in Venezuela may adversely
affect the Corporation's business. Operations may be affected in varying degrees
by government regulations with respect to restrictions in production, price
controls, export controls, exchange controls, income taxes, expropriation of
property, maintenance of claims, environmental legislation, land use,
unauthorized mining activities, land claims of local people, water use and mine
safety. The effect of these factors cannot be accurately predicted.

Risks Specific to Operations in Venezuela

***Political
  and Economic Instability***

The
Corporation's mineral properties are located in Venezuela and as such the Corporation
may be affected by political or economic instabilities there. The risks
associated with carrying on business in Venezuela, in addition to those
highlighted above, include, but are not limited to violent crime, which is
prevalent throughout the country and includes kidnapping, smuggling and drug
trafficking especially in remote areas, as well as the economic instability and
confusion emanating from a dual exchange rate, and third or market rate, known
as the parallel rate, all of which are materially different. In addition,
changes or uncertainty in resource development or investment policies or shifts
in political attitudes in Venezuela may adversely affect the Corporation's business.
Operations may be affected in varying degrees by government regulations with respect to restrictions
in production, price controls, export controls, exchange controls, income taxes,
expropriation of property, maintenance of claims, environmental legislation,
land use, unauthorized mining activities, land claims of local people, water use
and mine safety. The effect of these factors cannot be accurately predicted.

28

---

***Environmental
  Permit Still Required***

Development
of Las Cristinas and the ultimate commencement of commercial production are
dependent upon receipt of the Permit, which, if issued, will allow the
Corporation to proceed to put in place financing to fund construction. As the
Las Cristinas project is the Corporation's only project, the continued delay in
receipt of the Permit could have a material adverse effect on the future of the
Corporation's business, and may result in the need for additional financing.
Neither the outcome of Crystallex's appeal to the Minister of MinAmb nor when,
or if, the Permit will be granted can be ascertained with any certainty.

***Exchange
  Controls***

Venezuela
currently has exchange controls that affect the ability of companies doing
business in Venezuela to convert Venezuelan source income into foreign currency.
The Central Bank of Venezuela enacted such exchange control measures in 2003 in
order to protect international reserves. The two official exchange rates,
originally fixed at approximately 1.6 BsF/USD, has since been adjusted twice
upwards and presently stands fixed at 4.3 BsF/USD or 2.6BsF/USD for essential
goods (including certain foods and medicines). It is likely that exchange
controls will continue and, if they do, they will adversely affect the
Corporation's operations, including its ability to satisfy its foreign currency
obligations or to receive fair value in U.S. dollars.

***Lack
  of Ownership Rights***

Under the Venezuelan Mining Law of 1999 ("VML"), all mineral resources belong to the
Republic of Venezuela. In accordance with the VML, the Government of Venezuela
has reserved for itself the right to directly explore and exploit the Las
Cristinas deposits and has elected to do so through the CVG. See "Las Cristinas
Project Mine Operating Contract" in the AIF. The Mine Operating Contract is an
operating agreement and does not transfer any property ownership rights or title
rights to the gold produced to the Corporation. Rather, the Corporation has been
authorized to exploit the Las Cristinas deposits for the CVG in accordance with
the Mine Operating Contract.

The
interests of the Corporation in the Las Cristinas deposits are contingent upon
the Corporation continuing to satisfy its obligations under the Mine Operating
Contract. As the CVG's
rights thereunder are contingent upon the CVG continuing to satisfy its
obligations, while the Corporation has no reason to believe the CVG is not
performing its obligations thereunder, any failure to do so could result in
MIBAM having the right to terminate such agreement, thereby effectively
terminating the Mine Operating Contract. Furthermore, any failure by the CVG to
assert its rights under its agreement with MIBAM could have a material adverse
effect on the Corporation's rights under the MOC. To date, no assertions of
contractual breaches by the Corporation have been received.

***Lack
  of Copper Rights***

In
addition to gold, the Las Cristinas deposits also contain very low levels of
copper, 0.11% on average. Under the Mine Operating Contract, the Corporation is
only entitled to exploit the gold contained in the Las Cristinas deposits. Based
on the feasibility studies carried out by the Corporation and following
discussions with the CVG, the Corporation has determined that exploiting the
copper contained in the Las Cristinas deposits would detract from the economics
of the Las Cristinas project. Furthermore, it may not be technically viable to
produce a marketable copper concentrate from the main Las Cristinas deposit as
the copper is too low grade. The Corporation does not need the right to exploit
the copper contained in the Las Cristinas deposits in order to exploit the gold
and does not currently intend to negotiate with the CVG for the right to exploit
the copper contained in the Las Cristinas deposits.

29

---

Although
the Corporation does not believe that the MIBAM would do so, the MIBAM retains
the right to grant exploitation and other rights with respect to the copper
contained in the Las Cristinas deposits to the CVG or a third party. The
Corporation has been advised by its Venezuelan counsel that:

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

If
the MIBAM grants the right to exploit the copper contained in the Las Cristinas
deposits to the CVG, there is a risk as to whether the MIBAM will grant to the
CVG the additional right to negotiate the exploitation of the copper with third
parties or whether the Corporation will be able to negotiate an agreement with
respect to the exploitation of the copper with the CVG. Also, if the MIBAM
grants the right to exploit the copper contained in the Las Cristinas deposits
to a third party, or if the MIBAM grants the right to exploit the copper
contained in the Las Cristinas deposits to the CVG and the CVG grants the right
to exploit the copper to a third party, there can be no assurance that the
Corporation will be successful under Venezuelan law in asserting that its right
to exploit the gold contained in the Las Cristinas deposits takes precedence
over the third party's right to exploit the copper.

***Amendments
  to Mining Laws***

The
Corporation's business may be affected by amendments or changes to mining laws,
regulations and requirements in Venezuela, or public announcements of possible
changes. At any time, a number of draft mining laws may be proposed. It is not
possible to predict when or if a draft mining bill or any specific announcement
will be enacted into law or what the final provisions of such law will be, if
enacted. It is possible that the Government of Venezuela will issue further
decrees or otherwise attempt to modify existing mining rights or other laws
affecting the Corporation, its Venezuelan properties and its ability to operate in
Venezuela. Any changes to or announcement of changes to current Venezuelan
mining law may adversely affect the Corporation's ability to develop and operate the
Corporation's Venezuelan properties.

***Arbitration
  Proceedings***

The
Corporation is a party that is interested in, but is not a party to, an ongoing
arbitration. See "Legal Proceedings  Withdrawal of MINCA Litigation  Vanessa
Arbitration" in the 2008 AIF, available electronically at www.sedar.com and www.sec.gov.

On
November 28, 2008, the Corporation delivered a letter to the Government of
Venezuela notifying it of the existence of a dispute between the Corporation and
the Bolivarian Republic of Venezuela ("Venezuela") under the  Treaty. It is the Corporation's
desire to settle the dispute amicably, however, with the expiration of the six
month amicable period, which commenced with the delivery of the notification
letter on November 28, 2008, the Corporation now has the option of submitting
the dispute to international arbitration. The dispute has arisen out of various
measures of Venezuela including, but not limited to, MinAmb's decision dated April 14, 2008 to deny
the Permit and Venezuela's subsequent media statements attributed to the
Minister of MIBAM on November 5, 2008 regarding the status of the Project and
the MOC.



30

---

***Unauthorized
  Miners***

The
Corporation's operations may also be affected by the presence of unauthorized
miners which are not uncommon in the gold mining areas of the Guyana Shield area
of northern South America, including Venezuela. The methods used by unauthorized
miners to extract gold are typically harmful to the environment and may be
disruptive to authorized mining operations. Although the Corporation, in
conjunction with the local authorities, employs strategies to control the
presence of unauthorized miners, the success of these strategies is not assured,
and there is a risk that the Corporation's operations may be adversely affected
by the presence of unauthorized miners.

***Imataca
  Forest Reserve***

In
addition to the general risks associated with environmental regulation and
liability, the Las Cristinas deposits are located within the Imataca Forest
Reserve (the "Forest Reserve"). On September 22, 2004, Presidential Decree 3110,
which establishes an ordinance plan and regulations for the use of the Forest
Reserve, permits various activities (including mining) in up to 13% of the
Forest Reserve and establishes the legal framework for such activities, was
issued. Presidential Decree 3110 was issued in response to previous Presidential
Decree1850, which was issued in May 1997.

Decree
1850 reserved an even larger part of the Forest Reserve for various activities
and became subject to a legal challenge before the Venezuelan Supreme Court. The
Venezuelan Supreme Court issued a prohibition order on November 11, 1997
prohibiting the relevant government authorities from granting concessions,
authorization and any other acts relating to various mining activities in the
Forest Reserve under Decree 1850 until the Venezuelan courts ruled on the merits
of the nullity action. It is possible that Presidential Decree 3110 could be
similarly challenged and that such challenge, if ultimately successful, could
prevent the Corporation from exploiting or fully exploiting the Las Cristinas
deposits.

Venezuelan
Decree No. 1257 establishes the environmental assessment requirements for mining
projects. The Corporation was advised that the Las Cristinas project is not a
new project and, accordingly, Article 40 of Decree 1257 does not apply since no
significant increase in environmental impact is predicted.

General Risk Factors

***Current
  Global Financial Condition***

Current
financial conditions globally have been subject to increased volatility and
numerous financial institutions have either filed for bankruptcy or insolvency
protection or have been rescued by governmental authorities. Access to financing
has been negatively impacted by both sub-prime mortgages and the liquidity
crisis affecting the asset-backed commercial paper market. These factors may
impact the ability of the Corporation to obtain loans, financing and other
credit facilities in the future and, if obtained, on terms favourable to the
Corporation. If these increased levels of volatility and market turmoil
continue, the Corporation's operations, financial conditions, results of
operations and share price could be adversely impacted.

***Mineral
  Properties***

Acquisition
of title to mineral properties is a very detailed and time-consuming process.
Title to, and the area of, mineral properties may be disputed or impugned.
Although the Corporation has investigated its title to the mineral properties
for which it holds concessions or mineral leases or licenses, there can be no
assurance that the Corporation has valid title to such mineral properties or
that its title thereto will not be challenged or impugned. For example, mineral
properties sometimes contain claims or transfer histories that examiners cannot
verify; and transfers under foreign law often are complex. The Corporation does
not carry title insurance with respect to its mineral properties. A successful
claim that the Corporation does not have title to a mineral property could cause
the Corporation to lose its rights to mine that property, perhaps without
compensation for its prior expenditures relating to the property. Furthermore,
the MOC does not transfer any property ownership rights to the Corporation.

In
2005 the Government of Venezuela announced that it would be changing the mining
title regime from a system where title was granted in the form of joint ventures
or either concessions or operating contracts to a system where all new economic
interests would be granted in the form of operating contracts. In order to
effect this change, the Government advised that it would need to create a
national mining Corporation which would be the nation's contracting party
covering the entire country of Venezuela. The Government also indicated that,
given this change in title regime, it would also be appropriate to review all
existing mining companies in a single comprehensive exercise to ensure that only
companies found to be in compliance with their existing title terms and
conditions would qualify for the new title. Management understands that this
review was completed by the end of 2005; however, management is not aware of any
further steps undertaken to change the mining title regime as described above.
Any such changes could, if enacted, affect the Corporation's interest in Las Cristinas. It is also possible that the Government could issue further decrees
or otherwise attempt to modify existing mining rights.

31

---

***Environmental
  Regulation and Liability***

The
Corporation's activities are subject to laws and regulations controlling not
only mineral exploration and exploitation activities themselves but also the
possible effects of such activities upon the environment. Environmental
legislation may change and make the mining and processing of ore uneconomic or
result in significant environmental or reclamation costs. Environmental
legislation provides for restrictions and prohibitions on spills, releases or
emissions of various substances produced in association with certain mineral
exploitation activities, such as seepage from tailings disposal areas that could
result in environmental pollution. A breach of environmental legislation may
result in the imposition of fines and penalties or the suspension or closure of
operations.

In
addition, certain types of operations require the submission of environmental
impact statements and approval by government authorities. Environmental
legislation is evolving towards stricter standards, increased fines and
penalties for non-compliance, more stringent environmental assessments of
proposed projects and a heightened degree of responsibility for companies and
their directors, officers and employees. Permits from a variety of regulatory
authorities are required for many aspects of mineral exploitation activities,
including closure and reclamation. Future environmental legislation could cause
additional expense, capital expenditures, restrictions, liabilities and delays
in the development of the Corporation's properties, the extent of which cannot
be predicted.

In
the context of environmental permits, in particular the approval of closure and
reclamation plans, the Corporation must comply with standards and laws and
regulations which may entail costs and delays depending on the nature of the
activity and how stringently the regulations are implemented by the permitting
authority.

In
accordance with applicable laws, the Corporation has provided financial
assurances by posting a Compliance Guarantee Bond for Las Cristinas to cover the
cost of reclamation activities. However, it is possible that the Corporation may
incur reclamation costs that are in excess of such financial assurances. While
the Corporation plans to establish a reserve for reclamation activities, there
can be no assurance that the combination of the reserve and financial assurances
will be sufficient to meet future reclamation standards, if such standards are
materially more stringent than existing standards. The Corporation does not
maintain environmental liability insurance. The Corporation has adopted high
standards of environmental compliance; however, failure with or unanticipated
changes in Venezuela's laws and regulations pertaining to the protection of the
environment could adversely affect the Corporation.

***Additional
  Funding Requirements***

Under
the terms of the Mine Operating Contract, the Corporation is required, among
other things, to make all necessary investments and complete all works necessary
to reactivate the Las Cristinas deposits, to design, construct and operate a
processing plant to process gold for its subsequent commercialization and sale
and to return the mine, its installations and equipment to the CVG upon
termination of the Mine Operating Contract. In order to carry out the Las
Cristinas project and its other mining projects, the Corporation will need to
raise substantial additional financing.

The
Corporation may decide to meet its additional funding requirements through one
or more of non-recourse project debt and other forms of public markets debt and
equity. If the Corporation elects to raise commercial bank limited recourse
project debt, the Corporation will need to demonstrate to potential lenders the
ability to meet several usual project finance requirements as well as compliance
with the Equator Principles, which are a set of guidelines adopted by a number
of international financing institutions to address the environmental and social
issues associated with project financing transactions. The Equator Principles
are largely based on policies and guidelines established by the International
Finance Corporation. In this context the Corporation notes that it has completed
an Environmental Impact Study to international standards, which was approved by
the Venezuelan Ministry of the Environment and includes plans to comply with the
Equator Principles.

32

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The
fundamentals for gold are expected to remain positive in the current year and
despite the financial market turmoil and volatility, equity issues of gold
companies have been favourable under the right conditions. However, some
producers have met resistance in the financing markets as credit is more
restrictive and expensive and some equity financings were completed at levels which have
resulted in significant dilution and the market for project financing has become
more challenging due to the credit crisis.

Despite
the financings that have been completed by the Corporation, the Corporation has
limited access to financial resources as a direct result of the current Permit
denial and there is a risk that sufficient additional financing may not be
available to the Corporation on acceptable terms or at all as a consequence of
the Government's conduct. Failure to obtain such additional financing could
result in a delay or the indefinite postponement of the Las Cristinas project
and could also result in the Corporation defaulting in the performance of its
obligations under the Mine Operating Contract.

***Reserve
  and Resource Estimates***

The
Corporation's reported mineral reserves and resources are estimates only.
Notwithstanding the rigor with which such estimates have been prepared, there
can be no assurance that they will be recovered at the rates estimated. There
are numerous uncertainties inherent in estimating mineral reserves and
resources, including many factors beyond the Corporation's control. Such
estimation is a subjective process and the accuracy of any estimate is a
function of the quantity and quality of available data and of the assumptions
made and judgments used in engineering and geological interpretation. Mineral
reserve and resource estimates may require revision (either up or down) based on
actual production experience. Market fluctuations in the price of metals,
increased production costs or reduced recovery rates may render estimated
mineral reserves and resources uneconomic and may ultimately result in a
restatement of mineral reserves and resources. In addition, short-term operating
factors, such as the need for sequential development of mineral deposits and the
processing of new or different ore grades, may adversely affect the
Corporation's profitability in any particular accounting period.

***Mineral
  Exploration and Exploitation***

Mineral
exploration and exploitation involves a high degree of risk. Unusual or
unexpected formations, formation pressures, fires, power outages, labour
disruptions, flooding, explosions, tailings impoundment failures, cave-ins,
landslides and the inability to obtain adequate machinery, equipment or labour
are some of the risks involved in mineral exploration and exploitation
activities. The Corporation has relied on and may continue to rely on
consultants and others for mineral exploration and exploitation expertise.
Substantial expenditures are required to establish mineral reserves and
resources through drilling, to develop metallurgical processes to extract the
metal from the material processed and, in the case of new properties, to develop
the mining and processing facilities and infrastructure at any site chosen for
mining. The economics of exploiting mineral reserves and resources discovered by
the Corporation are affected by many factors, many outside the control of the
Corporation, including the cost of operations, variations in the grade of
material mined and metals recovered, price fluctuations in the metal markets,
costs of mining and processing equipment, continuing access to smelter
facilities on acceptable terms and other factors such as government regulations,
including regulations relating to foreign exchange, royalties, allowable
production, tax deductibility of expenditures, importing and exporting of
minerals and environmental protection.

***Uninsurable
  Risks***

Mineral
exploration and exploitation activities involve numerous risks, including
unexpected or unusual geological operating conditions, rock bursts, cave-ins,
fires, floods, earthquakes and other environmental occurrences and political and
social instability. It is not always possible to obtain insurance against all
such risks and the Corporation may decide not to insure against certain risks as
a result of high premiums or other reasons. Should such liabilities arise, they
could negatively affect the Corporation's profitability and financial position
and the value of the common shares of the Corporation. The Corporation does not
maintain insurance against environmental risks.

33

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***Dependence
  on One Mining Property***

Future
results for the Corporation depend largely on the Las Cristinas project, which
if the Permit is not granted may never be developed into a commercially viable
mining operation. Any event, or combination thereof, which adversely affects the
Las Cristinas project (whether the property itself or the Corporation's ability
to finance and/or construct and operate a commercially viable mine on the
property), would adversely impact the Corporation's future performance.

***Production
  Risks***

The
Corporation prepares estimates of future production for Las Cristinas. Once Las
Cristinas is in production, failure to meet these estimates could adversely
affect the Corporation's future profitability, cash flows and financial
position.

The
Corporation's actual production may vary from its estimates for a variety of
reasons, including actual ore mined varying from estimates of grade, tonnage,
dilution and metallurgical and other characteristics; 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; labour shortages or strikes; civil disobedience
and protests; and restrictions or regulations imposed by governmental or
regulatory authorities 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 the Corporation 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 the Corporation to cease production. These factors also apply to the
Corporation's future operations. For example, it is not unusual for new mining
and processing operations to experience unexpected problems during the start-up
phase.

***Regulations
  and Permits***

The
Corporation's activities are subject to wide variety of 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. The Corporation is required to have a wide variety of permits from
governmental and regulatory authorities to carry out its activities. These
permits relate to virtually every aspect of the Corporation's exploration and
exploitation activities. Changes in these laws and regulations or changes in
their enforcement or interpretation could result in changes in legal
requirements or in the terms of the Corporation's permits that could have a
significant adverse impact on the Corporation's existing or future operations or
projects. Obtaining permits can be a complex, time-consuming process. There is a
risk that the Corporation will be not able to obtain the necessary permits
including any renewals thereof on acceptable terms, in a timely manner or at
all. The costs and delays associated with obtaining permits and complying with
these permits and applicable laws and regulations could stop or materially delay
or restrict the Corporation from continuing or proceeding with existing or
future operations or projects. Any failure to comply with permits and applicable
laws and regulations, even if inadvertent, could result in the interruption or
closure of operations or material fines, penalties or other liabilities.

***Gold
  Price Volatility***

Although
the Corporation expects that the market for gold will remain positive over the next
year, the gold price can fluctuate widely and is affected by numerous factors
beyond the Corporation's control, including industrial and jewellery demand,
inflation and expectations with respect to the rate of inflation, the strength
of the U.S. dollar and 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. The gold
price is also subject to rapid short-term changes due to speculative activities.
During the period 1999 to 2009, the gold price fluctuated between an annual
average low of $279 per ounce and an annual average high of $972 per ounce. In
2009, the price of gold ranged from $ 810 per ounce to $1,209 per ounce and
averaged $972 per ounce for the year.

34

---

The
market price of the common shares of the Corporation can be significantly
affected by changes in the gold price. In addition, in the event of a
significant fall in the gold price, the Corporation may be required to restate
its mineral reserves and resources and write down its investment in Las
Cristinas. Any of these developments could negatively affect the Corporation's
financial position. Accordingly, even if the Corporation produces gold at Las Cristinas, there is a risk that the gold price will not be high enough to enable
the Corporation to finance the project effectively or to sell the gold produced
by it profitably.

***Currency
  Fluctuations***

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

***Credit
  and Market Risks***

The
Corporation may enter into financial agreements (financial instruments) with
major international banks, other international financial institutions and other
accredited third parties in order to manage underlying revenue and future cash
flow exposures arising from commodity prices. Financial instruments, which
subject the Corporation to market risk and concentrations of credit risk,
consist primarily of cash and accounts receivable.

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

Credit
risk is the risk that counterparty might fail to fulfil its performance
obligations under the terms of a contract. The Corporation limits the amount of
credit exposure in cash and cash equivalents by placing these in high quality
securities issued by government agencies and financial institutions. The
Corporation's cash equivalents consist of Government of Canada Treasury Bills,
denominated in U.S. dollars. The Corporation also has concentrations of credit
risk with respect to accounts receivable as the accounts receivable are due from
the Venezuelan Tax Department.

The
Corporation can be exposed to credit risk in the event of non-performance by
counterparties in connection with metal forward and option contracts. The
Corporation 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 Corporation 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 Corporation continually monitors the market
risk of its activities. The Corporation currently does not have metal forward
and option contracts.

***Dependence
  on Key Employees***

The
Corporation's business is dependent on retaining the services of a small number
of key management personnel. The success of the Corporation is, and will
continue to be, to a significant extent, dependent on the expertise and
experience of the directors and senior management.

***Compliance
  with Sarbanes-Oxley Act of 2002***

Passed
by the U.S. Congress on July 30, 2002, the Sarbanes-Oxley Act of 2002
("Sarbanes-Oxley") requires companies to, among other things, have management
provide a report on the Corporation's internal controls with respect to
financial reporting. The Corporation has complied with this particular aspect of
Sarbanes-Oxley for its fiscal year ended December 31, 2009. Management's
evaluation of, and report on, the Corporation's internal control over financial
reporting is detailed in its 2009 annual Management's Discussion and Analysis under the section entitled
"Disclosure Controls and Internal Control over Financial Reporting". Based
on this evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Corporation's internal control over financial reporting were
effective as at December 31, 2009.

35

---

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

***Common
  Share Price Volatility***

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

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

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

***Potential
  Dilution***

As
at March 31, 2010, the Corporation had outstanding options to purchase
15,121,268 common shares of the Corporation and warrants to purchase 31,695,000
common shares of the Corporation (including 12,250,000 warrants that do not
become effective until after the receipt of the Permit). The issue of common
shares of the Corporation upon the exercise of the options and warrants will
dilute the ownership interest of the Corporation's current shareholders. The
Corporation may also issue additional stock options and warrants or additional
common shares from time to time in the future. If it does so, the ownership
interest of the Corporation's then current shareholders would be further
diluted.

***Enforcement
  by Investors of Civil Liabilities***

The
enforcement by investors of civil liabilities under United States federal
securities laws may be adversely affected by the fact that the Corporation is
organized under the laws of Canada, that most of its officers and directors are
residents of Canada, and that a substantial portion of the Corporation's assets
and the assets of a majority of the Corporation's directors and officers named
in this 2009 Annual Information Form are located outside the United States.
Furthermore, it may not be possible to enforce against the Corporation or its
directors or officers, judgments contained in U.S. courts. The Corporation
believes that a monetary judgment of a Canadian court predicated solely on the
Canadian civil liability regime would likely be enforceable in the U.S. if the
Canadian court in which the judgment was obtained had a basis for jurisdiction
in the matter that was recognized by a U.S. court for such purposes, but this
area of the law is not free from doubt and there is a risk that such a judgment
will not be enforceable.

***Operating
Losses are Expected to Continue in the Near Future***

The
Corporation expects that it will continue to incur losses, and possibly incur
increased losses, unless and until the Permit is granted and Las Cristinas mine
is operating at full capacity. The Corporation expects that this trend will
reverse if and when gold is produced from the future Las Cristinas mine in
commercial quantities at prices equal to or in excess of the prices assumed in
the 20,000 TPD Feasibility Study. There can be no assurance that the Corporation
will become profitable in the near future.

36

---

***Future
  Hedging Activities***

The
Corporation has not entered into forward contracts or other derivative
instruments to sell gold that it might produce in the future. Although the
Corporation has no near term plans to enter such transactions, it may do so in
the future if required for project financing. Forward contracts obligate the
holder to sell hedged production at a price set when the holder enters into the
contract, regardless of what the price is when the product is actually mined.
Accordingly, there is a risk that the price of the product is higher at the time
it is mined than when the Corporation entered into the contracts, so that the
product must be sold at a price lower than could have been received if the
contract was not entered. There is also the risk that the Corporation may have
insufficient gold production to deliver into forward sales positions. The
Corporation may enter into option contracts for gold to mitigate the effects of
such hedging.

***No
  Payment of Cash Dividends in the Near Future***

Given
that the Corporation is currently in the pre-development stage for its principal
property, the Las Cristinas project, the Corporation intends to retain its
earnings to finance the growth and development of the business rather than pay
dividends to shareholders. The Corporation does not intend to declare or pay
cash dividends in the near future, nor has it done so since its inception. In
the event that the Corporation decides to declare and pay cash dividends in the
future, such a decision will made entirely in the discretion of the board of
directors and shall be dependent on factors such as the existing earnings,
capital requirements, future business opportunities, financing agreements and
market conditions for the Corporation's shares and the underlying commodities
markets.

***Litigation***

The
Corporation is defending itself and certain directors against several legal
actions. The Corporation believes that these actions are without merit and
intends to defend vigorously these actions. The Corporation cannot provide
assurances as to the outcome of the actions nor can the range of losses, if any,
be estimated. Accordingly, no losses have been accrued. A negative outcome from
any of these actions, or possible future actions, could result in a material
loss to the Corporation.

37

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DIRECTORS AND SENIOR OFFICERS

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

Name and
    
    
    
    Expiry ofMunicipality of Residence
    Office
    Principal Occupation
    Director Since
    Current Term(6)Robert A. Fung (1)(3)(4)(10)Toronto, Ontario
    Director, Chairman of the
      Board, Chief Executive Officer
    Employee of
      Macquarie Capital Markets Canada Ltd. (formerly Orion Securities, Inc.)
      (investment bank)
    December 3, 1996
    June 23, 2010Gordon M. Thompson
      (3)(5)(11)Toronto, Ontario
    Director
    Director of
      Various Companies
    February 1, 2007
    June 23, 2010Michael J.H. Brown
      (1)(4)(5)Toronto, Ontario
    Director
    Principal,
      Capital Markets Advisory (a financial and capital markets advisory firm)
    October 10, 2002
    June 23, 2010C. William Longden
      (2)(4)Toronto, Ontario
    Director
    Vice Chairman,
      MMM Group Limited (an engineering project management Corporation)
    July 25, 2000
    June 23, 2010Harry J. Near (2)(3)(5)Ottawa, Ontario
    Director
    President, Near
      Consultants & Associates; Principal, The Earnscliffe Strategy Group
      (political advisory firm)
    May 5, 1997
    June 23, 2010Marc J. Oppenheimer
      (1)(2)(4)Leonia, New Jersey
    Director
    President,
      Octagon Associates Inc.
    February 20, 1995
    June 23, 2010Johan C. van't Hof
      (1)(2)Toronto, Ontario
    Director
    President,
      Tonbridge Corporation (infrastructure fund manager)
    March 12, 2004
    June 23, 2010Armando F. Zullo (3)(5)Vancouver, British Columbia
    Director
    President, A.F.
      Zullo & Corporation Ltd. (equipment supplier)
    December 3, 1996
    June 23, 2010Hemdat Sawh(7)Oakville, Ontario
    Chief Financial Officer
    Chief Financial
      Officer, Crystallex International Corporation
    
    Robert Crombie(8)Toronto, Ontario
    President,
    President,
      Crystallex International Corporation
    
    Richard Marshall
      Alpharetta, Georgia
    Vice President, Investor
      Relations
    Vice President,
      Investor Relations, Crystallex International Corporation
    
    William A. Faust(9)Albuquerque, New Mexico
    Senior Vice President and Chief
      Operating Officer
    Senior
      Vice-President and Chief Operating Officer, Crystallex International
      Corporation
    
    


__________________
  Notes:

|(1) | Member of the Finance and Risk Management Committee. The
      role of the Finance and Risk Management Committee is to assist the board
      of directors in fulfilling its responsibilities with respect to financial
      matters (including short- and long-term financings, issuances of shares,
      foreign currency, hedging and derivatives transactions, capital
      expenditures and long-term commitments and policies and guidelines for the
      investment of cash) and its oversight responsibilities with respect to
      non-financial risk management systems. A copy of the charter of the
      Finance and Risk Management Committee may be viewed on the Corporation's
      website at www.crystallex.com.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(2) | Member of the Audit Committee. See "Audit Committee"
      below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(3) | Member of the Nominating and Governance Committee. The
      role of the Nominating and Governance Committee is to assist the board of
      directors in fulfilling its responsibilities with respect to the
      composition and operation of the board of directors and committees of the
      board and corporate governance standards and practices. A copy of the
      charter of the Corporate Governance Committee may be viewed on the
      Corporation's website at www.crystallex.com.                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(4) | Member of the Environment, Health and Safety and
      Operations Committee. The role of the Environment, Health and Safety and
      Operations Committee is to assist the board of directors with respect to
      environment, health and safety matters arising out of the activities of
      the Corporation and to oversee the Corporation's operations. A copy of the
      charter of the Environment, Health and Safety and Operations Committee may
      be viewed on the Corporation's website at
  www.crystallex.com.                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(5) | Member of the Compensation Committee. The role of the
      Compensation Committee is to assist the board of directors in fulfilling
      its responsibilities with respect to the compensation of directors, the
      recruitment and compensation of the Chief Executive Officer and other
      officers of the Corporation, executive compensation disclosure and
      oversight of the compensation structure and benefit programs of
  the Corporation. A copy of the charter of the Nominating and
      Compensation Committee may be viewed on the Corporation's website at
      www.crystallex.com.                                                                                                                       

38

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|(6)  | Proposed date for the Corporation's 2009 annual meeting
      of shareholders.             
|---- | -------------------------------------------------------------------------------------------
|     |                                                                                            
|(7)  | Appointed as Chief Financial Officer of the Corporation
      effective May 15, 2007.      
|     |                                                                                            
|(8)  | Appointed President, effective June 3, 2008                                                
|     |                                                                                            
|(9)  | Appointed Chief Operating Officer and Senior
      Vice-President effective April 16, 2007.
|     |                                                                                            
|(10) | Appointed Chief Executive Officer June 3. 2008.                                            
|     |                                                                                            
|(11) | Resigned as President and Chief Executive Officer June 3,
      2008.                      

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

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

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

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

The
directors and executive officers of the Corporation, and their associates and
affiliates, as a group, beneficially own, directly or indirectly, 1,436,716
common shares of the Corporation or approximately 0.8% of the outstanding common
shares of the Corporation.

39

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AUDIT COMMITTEE MATTERS

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

***Composition***

The
Audit Committee is composed of Johan C. van't Hof (Chair), C. William Longden,
Harry J. Near and Marc J. Oppenheimer, each of whom is independent (as
determined by the Board in accordance with the Policy on Independence of
Directors of the Corporation, attached hereto as Schedule "F") and financially
literate (i.e., has the ability to read and understand a set of financial
statements that present a breadth and level of complexity of accounting issues
that are generally comparable to the breadth and complexity of accounting issues
that can reasonably be expected to be raised by the financial statements of the
Corporation) within the meaning of applicable Canadian and U.S. securities laws.

Mr.
van't Hof was a partner and managing director with PricewaterhouseCoopers LLP,
between 1991 and 2001 and is financially sophisticated (i.e., has past
employment experience in finance and accounting both as a chartered accountant
and as a regular lecturer to members of the accounting profession on matters of
audit and finance) within the meaning of applicable U.S. securities laws.

***Charter***

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

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

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

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

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

***External
  Auditors Service Fees***

The
Corporation's shareholders appointed PricewaterhouseCoopers LLP, Chartered
Accountants as successor auditors of the Corporation in place of Deloitte & Touche LLP, Chartered Accountants, at the Annual General Meeting of the
Corporation held on June 28, 2007. PricewaterhouseCoopers LLP, Chartered
Accountants were reappointed as auditors of the Corporation for fiscal 2009 at
the Annual General Meeting of the Corporation held on June 25, 2009.

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

Year -ended December 31(US$)2009
      
      
      2008Audit fees(1)
      $
      868,858
      
      $
      1,216,041Audit-related fees(2)
      
      24,642
      
      
      75,000Tax
        fees(3)
      
      -
      
      
      1,376All other fees(4)
      
      -
      
      
      11,500$
      893,500
      
      $
      1,303,917


40

---

___________________
  Notes:

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

CORPORATE GOVERNANCE STATEMENT

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

TRANSFER AGENT AND REGISTRAR

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

MATERIAL CONTRACTS

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

INTEREST OF EXPERTS

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

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

ADDITIONAL INFORMATION

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

Additional
information including directors and officers' remuneration and indebtedness,
principal holders of the Corporation's securities and securities authorized for
issuance under equity compensation plans, where applicable, is or will be
contained in the management information circular for use at the next annual
meeting of shareholders of the Corporation (currently scheduled for June 23,
2010).

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

41

---

SCHEDULE "A" CONSOLIDATED FINANCIAL
STATEMENTS(AS ATTACHED)

A-1

---

SCHEDULE "B"MANAGEMENT'S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

B-1

---

SCHEDULE "C"GLOSSARY OF DEFINED TERMS AND
TECHNICAL MINING TERMS AND ABBREVIATIONS

Defined Terms

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

C-1

---

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

C-2

---

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

C-3

---

Proven Mineral Reserve: The
economically mineable part of a Measured Mineral Resource demonstrated by at
least preliminary feasibility study.

Probable Mineral Reserve:The
economically mineable part of an Indicated and, in some circumstances, a
Measured Mineral Resource, demonstrated by at least a preliminary feasibility
study.

_________________ Note:

|(1) | As defined in NI 43-101.
|--- | ------------------------

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

C-4

---

|Plunge | The vertical angle between a horizontal plane and the
      line of maximum elongation of an orebody.  
|------ | -------------------------------------------------------------------------------------------------------
|       |                                                                                                        
|Pulp   | A mixture of ground ore and water capable of flowing
      through suitably graded channels as a fluid.
|       |                                                                                                        
|pyrite | A mineral, the composition of which is iron sulphide.                                                  
|       |                                                                                                        
|Quartz | A mineral composed of silicon dioxide.                                                                 

_________________ Note:

|(1) | As defined in NI 43-101.
|--- | ------------------------

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

C-5

---

|sulphides | Minerals that are compounds of sulphur together with one
      or more other elements (such as iron, copper, lead, zinc and arsenic).                     
|--------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|          |                                                                                                                                                           
|tailings  | The material that remains after all metals considered
      economic have been removed from ore during milling.                                           
|          |                                                                                                                                                           
|tuff      | A finer grained pyroclastic rock made up mostly of
      volcanic ash.                                                                                    
|          |                                                                                                                                                           
|vein      | An epigenetic mineral filling of a fault or other
      fracture, in tabular or sheet-like form, often with associated replacement
      of the host rock.
|          |                                                                                                                                                           
|waste     | Barren rock in a mine, or mineralized material that is
      too low in grade to be mined and milled at a profit.                                         

Abbreviations

|g/t   | Grams per tonne.                                        
|----- | --------------------------------------------------------
|      |                                                         
|m     | Metre.                                                  
|      |                                                         
|oz    | Ounce(s).                                               
|      |                                                         
|t     | Tonnes.                                                 
|      |                                                         
|ton   | A dry short ton (2,000 pounds).                         
|      |                                                         
|tonne | A metric ton (1,000 kilograms or
      2,204.62 pounds).
|      |                                                         
|tpa   | Tonnes per annum.                                       

Metric/Imperial Conversion Table

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

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




C-6

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SCHEDULE DMINE OPERATION AGREEMENT AND RELATED
DOCUMENTS







D-1

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MINE OPERATION AGREEMENT

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

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

FOURTH NOTARY PUBLICS OFFICE OF PUERTO ORDAZ

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

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

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

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

WHEREAS

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

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

D-2

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

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

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

CLAUSE FIRSTINTERPRETATION

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

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

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

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

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

MEM means the Ministry of Energy and Mines.

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

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

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

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

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

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

D-3

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

CLAUSE SECONDPURPOSE OF THE CONTRACT

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

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

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


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

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


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

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


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

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


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

D-4

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

2.2      FEASIBILITY STUDY

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

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

CLAUSE THIRDINVESTMENT PROGRAM

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

CLAUSE FOURTHEXPLOITATION PLANS

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

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

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

CLAUSE FIFTHPRODUCTION VOLUME

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

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

D-5

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

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

CLAUSE SIXTHECONOMIC COMPENSATION

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

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

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

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

CLAUSE SEVENTHSPECIAL ADVANTAGES

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

FOR YEAR 2002:

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

FOR YEAR 2003:

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

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

D-6

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

CLAUSE EIGHTHCRYSTALLEXS OBLIGATIONS

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

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

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

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

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

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

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

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

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

D-7

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

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

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

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

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

CLAUSE NINTHTHE CORPORATIONS OBLIGATIONS

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

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

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

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

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

CLAUSE TENTHBONDS OR GUARANTIES

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

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

D-8

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CLAUSE ELEVENTHTECHNICAL SUPERVISION

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

CLAUSE TWELFTHSMALL MINERS

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

CLAUSE THIRTEENTHNOTICES

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

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

  Telefax: 0286 9624805

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

  Telefax: 0212 9525011

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

D-9

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CLAUSE FOURTEENTHBREACH

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

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

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

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

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

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

CLAUSE FIFTEENTHFORCE MAJEURE

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

CLAUSE SIXTEENTHTERMINATION OF THE CONTRACT

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

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

D-10

---

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

CLAUSE SEVENTEENTHENVIRONMENTAL LEGISLATION

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

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

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

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

CLAUSE EIGHTEENTHTERM OF THE CONTRACT

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

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

CLAUSE NINETEENTHSETTLEMENT OF CONFLICTS

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

CLAUSE TWENTIETHASSIGNMENT OF CONTRACT

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

CLAUSE TWENTY-FIRSTREPRESENTATIONS

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

D-11

---

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

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

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

CLAUSE TWENTY-SECONDCOMPLEMENTARY PROVISIONS

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

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

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

CLAUSE TWENTY-THIRDAPPLICABLE LAW

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

CLAUSE TWENTY-FOURTHRESCISSION OF CONTRACT

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

D-12

---

CLAUSE TWENTY-FIFTHDOMICILE

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

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

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

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

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

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

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

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

D-13

---

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

D-14

---

PRESIDENTIAL DECREE 1.757

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

HUGO CHAVEZ FRIASPresident of the Republic

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

WHEREAS

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

WHEREAS

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

WHEREAS

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

DECREES

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

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

Datum La Canoa.

Datum La Canoa
    Datum Sirgas-Regven




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


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

D-15

---



Datum La Canoa
    Datum Sirgas-Regven




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


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

Datum La Canoa
    Datum Sirgas-Regven




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


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

Datum La Canoa
    Datum Sirgas-Regven




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


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

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

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

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

Be Executed.

HUGO CHAVEZ FRIAS

D-16

---

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

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

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

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

The area and coordinates of said concessions are the following:

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

Datum La Canoa
    Datum Sirgas-Regven




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


D-17

---

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

Datum La Canoa
    Datum Sirgas-Regven




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


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

Datum La Canoa
    Datum Sirgas-Regven




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


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

Datum La Canoa
    Datum Sirgas-Regven




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


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

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

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

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

D-18

---

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

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

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

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

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

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

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

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

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

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

D-19

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

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

D-20

---

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

D-21

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

D-22

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SCHEDULE "E"AUDIT COMMITTEE CHARTER

1.         General

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

|2.  | Composition                                                                                          
|--- | -----------------------------------------------------------------------------------------------------
|    |                                                                                                      
|(1) | The
      Committee shall be composed of at least three directors of the Corporation
      (Members):

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

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

3.         Responsibilities

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

The
Committee shall have the responsibilities set out below.

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

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

| | (a) | appointing the external auditors, subject to shareholder
      approval;
| | --- | ------------------------------------------------------------------------
| |     |                                                                         
| | (b) | setting the compensation of the external
  auditors;                    

E-1

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|    | (c)                                                                                                       | overseeing the work of the external auditors, including
      the resolution of disagreements between management and the external
      auditors with respect to financial reporting;                                                                                 
|--- | --------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    | (d)                                                                                                       | pre-approving all audit services and permitted non-audit
      services to be provided to the Corporation and its subsidiary entities by
      the external auditors;                                                                                                 
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    | (e)                                                                                                       | having the external auditors report to the Committee in a
      timely manner with respect to all required matters, including those set
      out in paragraph 3.2;                                                                                                   
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    | (f)                                                                                                       | reviewing and approving the hiring policies of the
      Corporation with respect to present and former partners and employees of
      the current and former external auditors;                                                                                     
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    | (g)                                                                                                       | overseeing the rotation of the audit partner having
      primary responsibility for the external audit of the Corporation, the
      audit partner responsible for reviewing the external audit and the
      external auditors at such intervals as may be required;
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    | (h)                                                                                                       | overseeing any change in the external auditors, including
      the notice of change of auditors required under applicable laws;
  and                                                                                                                                
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    | (i)                                                                                                       | reviewing and assessing the performance, independence and
      objectivity of the external auditors.                                                                                                                                                                 
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|3.2 | Overseeing the External Audit                                                                            
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    | The Committee shall be responsible for overseeing the
      external audit of the Corporation, including:
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    | (a)                                                                                                       | reviewing and approving the engagement letter and the
      audit plan, including financial risk areas identified by the external
      auditors and management, and facilitating coordination where more than one
      audit firm is involved;                      
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    | (b)                                                                                                       | reviewing and assessing the accounting and reporting
      practices and principles used by the Corporation in preparing its
      financial statements, including:                                                                                                   
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    |                                                                                                           | (1)                                                                                                                                                                                                                                                                   
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    |                                                                                                           | (2)                                                                                                                                                                                                                                                                   
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    |                                                                                                           | (3)                                                                                                                                                                                                                                                                   
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    |                                                                                                           | (4)                                                                                                                                                                                                                                                                   
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    |                                                                                                           | (5)                                                                                                                                                                                                                                                                   
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    |                                                                                                           | (6)                                                                                                                                                                                                                                                                   
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    |                                                                                                           | (7)                                                                                                                                                                                                                                                                   
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    |                                                                                                           | (8)                                                                                                                                                                                                                                                                   
|    |                                                                                                           |                                                                                                                                                                                                                                                                       
|    |                                                                                                           | (9)                                                                                                                                                                                                                                                                   

E-2

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

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

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

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

E-3

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3.4Overseeing
Internal Financial Control Structure and Financial Risk Management
Systems

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

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

3.5Establish
  and Review Certain Procedures

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

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

|3.6 | Other                                                         
|--- | --------------------------------------------------------------
|    |                                                               
|    | The Committee shall:                                          
|    |                                                               
|    | (a)                                                           
|    |                                                               
|    | (b)                                                           
|    |                                                               
|    | (c)                                                           
|    |                                                               
|    | (d)                                                           
|    |                                                               
|3.7 | Matters for which the Audit Committee is not
      Responsible

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

E-4

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

4.         Authority

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

5.         Meetings
  and Proceedings

|(1) | The Committee shall meet at least five times each year
      and not less frequently than once each calendar quarter.                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(2) | Any Member or the Secretary may call a meeting of the
      Committee. The external auditors or the CFO may ask a Member to call a
      meeting of the Committee.                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(3) | The Chair is responsible for the agenda of each meeting
      of the Committee, including input from the officers and employees of the
      Corporation, the external auditors, other Members and other directors of
      the Corporation as appropriate. Meetings will include presentations by
      management or professional advisors and consultants when appropriate and
      allow sufficient time to permit a full and open discussion of agenda
      items.

E-5

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|(4) | Unless waived by all Members, a notice of each meeting of
      the Committee confirming the date, time, place and agenda of the meeting,
      together with any supporting materials, shall be forwarded to each Member
      at least three days before the date of the meeting.                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(5) | The quorum for each meeting of the Committee is two
      Members. In the absence of the Chair, the other Members may appoint one of
      their number as chair of a meeting. The chair of a meeting shall not have
      a second or casting vote.                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(6) | The Chair or his delegate shall report to the Board
      following each meeting of the Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(7) | The Secretary or his delegate shall keep minutes of all
      meetings of the Committee, including all resolutions passed by the
      Committee. Minutes of all meetings shall be distributed to the Members and
      the other directors of the Corporation after preliminary approval thereof
      by the Chair.                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(8) | An individual who is not a Member may be invited to
      attend a meeting of the Committee for all or part of the meeting. The
      Chair of the Board, the President and Chief Executive Officer of the
      Corporation, the CFO and the engagement partners at the external auditors
      have a standing invitation to attend all meetings of the Committee except
      those meetings or parts of meetings where the Committee meets alone or in
      private session with management, the external auditors or professional
      advisors and consultants.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(9) | The Committee shall meet regularly alone and in private
      sessions with management and the external auditors to facilitate full
      communication.                                                                                                                                                                                                                                                                                                                                                                                                               

6.         Self
  Assessment

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

E-6

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SCHEDULE "F"POLICY ON INDEPENDENCE OF DIRECTORS

1. **Background**

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

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

|2. | Purpose                                                                                         
|-- | ------------------------------------------------------------------------------------------------
|   |                                                                                                 
|   | The purposes of this Policy are:                                                                
|   |                                                                                                 
|   | (a)                                                                                             
|   |                                                                                                 
|   | (b)                                                                                             
|   |                                                                                                 
|   | (c)                                                                                             
|   |                                                                                                 
|3. | Test of Independence                                                                            
|   |                                                                                                 
|   | The test that will be used by the Board to determine
      whether a Director is independent is:

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

4. **Assessment
  Process**

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

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

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

5. **Criteria
used to Assess Independence**

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

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

F-1

---

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

F-2

---

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

6.****
Disclosure

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

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

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

F-3

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