REDACTED VERSION

Court File No. CV-11-9532-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE COMMERCIAL  LIST

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, 1985, c.C-36 AS AMENDED

AND IN THE MATIER  OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CRYSTALLEX INTERNATIONAL CORPORATION

(the "Applicant")

AFFIDAVIT OF JUAN ANTONIO REYES

(sworn April2, 2012)

I, JUAN ANTONIO REYES, of the City ofToronto, in the Province of Ontario, MAKE OATH AND SAY:

1         I am personally a shareholder of Crystallex International Corporation ("Crystallex" or the "Company") and have on behalf of my children also purchased shares of Crystallex, as set out in more detail below.   As such, I have personal knowledge of the matters to which I hereinafter depose.  Where I do not possess personal knowledge, I have stated the source of my information and, in all such cases, believe it to be true.

2          Other than the shareholdings set  out  below,  I  do not  have any  financial interest in

Crystallex or in the outcome of these proceedings. The same is true for my children.

3         The Bank  of Canada website reflects that  the U.S. dollar  was valued slightly  under Canadian dollar as of close on March 30, 2012 (1 U.S. dollar being equivalent to .9975 Canadian dollars).  To avoid constant conversion, and given this relative parity in currencies, I have not distinguished in this affidavit between Canadian and U.S. dollars.

Purpose  of this Affidavit

4          Management of Crystallex is seeking approval of a management incentive program (the "MIP") on  April 5, 2012.   The Company has  produced evidence of  U.S. Chapter 11 cases wherein management has been awarded ten percent (10%) of equity, and this evidence suggests that  this  compensation  standard  is  a  "fair  proxy"  that  ought  to be  applied in  the  case of Crystallex.

5         Certain noteholders have filed evidence to the effect that the compensation standard for management incentive programs in Canada is much lower.

6         The MIP is structured in such a way that management will receive secured debt, not equity,  and  will  by  the  end  of  this  week  (assuming  approval  of  the  debtor-in-possession financing and the MIP in current forms) hold value equivalent to between 18.2% and 23.1% of the value remaining for existing shareholders of the Company.   This result is far in excess of either of the above-noted compensation standards.

Notice to Shareholders

7         I became aware of the Company's "MIP Approval Motion" as a result of reviewing the website of Ernst & Young Inc. maintained by it in its capacity as Monitor herein.

8         I subsequently reviewed the SEDAR website to determine what press releases or other materials the Company had made available in Canada through public filings.   The materials available on SEDAR as of April 1, 2012 included a Material Change Report dated March 16,

2012 that refers to the immediate adoption by Crystallex of a new shareholder rights plan, and also refers to the anticipated delay in filing annual audited financial statements and other annual

disclosure documents.   A copy of that Material Change Report, together with the two related press releases issued by the Company, are collectively attached as Exhibit "A".

9          Also available on the SEDAR website as of April 1, 2012 was a press release dated March 21, 2012, entitled "Crystallex Executes Commitment Letter for DIP Financing" wherein the Company advises that it has entered into a commitment letter for debtor-in-possession financing, and that "A hearing before the Court has been scheduled for April 5, 2012 to approve the financing evidenced by the Commitment Letter".  There is no mention of the MIP or the motion for the approval of the MIP (the "MIP Approval Motion") which has also been scheduled for April 5, 2012.  A copy of the March 21, 2012 press release is attached as Exhibit "B". I note that the press release does indicate that information with respect to "other matters" is available on the Company's website and the Monitor's website.

10       On April 1, 2012, I also checked the Company's website at www.crystallex.com, under the links to "News", "Press Releases" and "Events'', and found no mention of the MIP or the MIP Approval Motion.

11       On Friday, March 30th, Mr. Porter of Thornton Grout Finnigan LLP served a Notice of Appearance on behalf of me and my children.  Until that time, there were no shareholders qua shareholders on the Service List.

1 Affidavit of Robert Fung sworn December 22, 2011.at paragraph 37

13        I have been a shareholder  of Crystallex  for approximately  nine years.  I have invested in shares  of Crystallex  on  behalf  of  myself  and  my  children.    Below  is a chart  of  our  current investments  in Crystallex,  indicating  the investor  name, the type of account,  the number of the shares in such accounts, the amounts paid for these shares, and the current trading values of those shares, based on the March 30, 2012 closing price of $.14 for such shares (symbol CRYFQ.PK,

Savings Plan

14        The  earlier  of  these  investments  were in  my  RRSP,  my RESP,  and  in my  children's accounts, and the impact of share depreciation  in those accounts  has been dramatic,  as set out above.   Over  the last  few  years,  I have  'averaged  down'  our  losses  (in  percentage  terms) by acquiring  a  large  number  of  Crystallex  shares  in  a non-registered   account  - the  last  of  the accounts listed above.  Unfortunately, this has (in absolute terms) only increased our losses.

15       While it is unfortunate that Crystallex finds itself in CCAA proceedings, it does appear to me  to  have been  a  necessary step  in the  circumstances,  to  protect  the  interest of  various Crystallex stakeholders, including shareholders.   Mr. Fung has stated  that the Company has

invested over $500,000,000 in attempting to develop the Las Cristinas gold mine in Venezuela.2

Approximately $100,000,000 was raised by the bond offering described in many of the materials filed herein.

16       The materials filed in these proceedings reveal that Crystallex does not have material secured creditors, whom if present might have foreclosure or other contractual and statutory rights giving them a direct interest in the assets of Crystallex.  Crystallex appears to have sole ownership and control of its assets, including specifically its interest in the Las Cristinas project in Venezuela and its corresponding interest in the international arbitration commenced by Crystallex with respect to that project (the "Arbitration").  Unsecured creditors and shareholders, neither  of  whom  have  a  direct  interest  in  the  assets  of  Crystallex,  are  both  substantial stakeholders.

17       The value of Crystallex' assets appears uncertain at this time, and could range from nil to

$3.8 billion, the latter being the amount of the arbitration claim advanced by Crystallex.  In his December 22, 2011 affidavit, at paragraphs 26 to 28, Mr. Fung stated his view that Crystallex will recover more than its $500 million investment in the Las Cristinas project:

Crystallex's damage claim is for $3.8 billion....  Crystallex has spent over $500 million on the project.  In the unlikely event that Crystallex got back only what it put into the

2 Affidavit of Robert Fung sworn December 22, 2011, at para. 27

project, without interest and without any  compensation  for the  loss of the ability to develop the project, Crystallex would still have more than enough to pay all of its debts and have substantial value  left over for shareholders....  Venezuela has a history of settling arbitrations or honouring arbitration awards.

18       The materials filed in these proceedings also reveal that Crystallex and certain unsecured noteholders (the "Noteholders", being those represented by Computershare Trust Company of Canada)  are  in  substantial  disagreement  over  the  nature,  sequence  and  timing  of  events. Crystallex has described the Noteholders as claiming that the economic interest in Crystallex belongs to them, and that the Noteholders are claiming to be "entitled to more than their full principal and interest".3    Crystallex is of the view that it can prosecute the arbitration claim far

more effectively than the Noteholders can,4 and that Crystallex should be permitted to proceed to

complete the arbitration process in order to recover value for all stakeholders of Crystallex, including its shareholders.

19       As a shareholder of Crystallex, I support management's efforts to preserve value within Crystallex for all stakeholders, including both unsecured creditors and shareholders, and management's efforts to maintain some balance between the rights of unsecured creditors and the rights of shareholders, both of whom have legitimate interests and both of whom could receive substantial value from the Arbitration proceedings.  Given the aggressive assertion of rights by the Noteholders to  date,  and  given  the  absence  of  representative  counsel  or  an  organized presence by Crystallex' shareholders to date, Crystallex' directors and officers have had an obligation to be equally assertive in defending shareholder interests.

3 Affidavit of Robert Fung sworn March 20, 2012, at paras. 5 and 6.

4  Affidavit of Robert Fung sworn March 20, 2012, at para. 9.

20        To ensure that shareholders' interests continue to be defended in the current proceedings, particularly given the participation of aggressive and well-represented unsecured creditors, I believe that it is important that the economic interest of Crystallex' management should continue to be aligned with the interests of shareholders, if not completely, then in large measure.

21        I have some concerns with respect to the structure of the proposed MIP, since in my view it will distance management from shareholders, and upset this balance.   In addition, for the reasons stated below, I believe that the structure of the MIP confers upon management an interest substantially larger than the '10% equity interest' referred to in some of the materials.

Current Compensation  levels and outstanding Stock Options

22        Currently, management of Crystallex appears to have the benefit of several forms of compensation that, in general terms, aligns their interests with the interests of shareholders. These forms of compensation include (i) salaries, (ii) cash bonuses, and (iii) stock options.

23       The names of some of the beneficiaries of the MIP have been redacted in the Company's motion materials.  However, the named beneficiaries continue to receive substantial salaries, as indicated in the letter from Mr. Swartz contained in Motion Record filed by the Company in support of the MIP Approval Motion (the "MIP Approval Motion Record").

24        Attached as Exhibit "C" is the most recent publicly available audited financial statements of Crystallex (the "Financial Statements"), for the nine months ended September 30, 2011.  At page 31 of the Financial Statements, there is a description of the aggregate compensation to directors and senior management team for that nine month period, being $2,025,000 (including

$1,563,000 in salaries and short-term employee benefits, and $423,000 in directors' fees  paid in cash ($361,000) and in shares ($62,000)).

25        In addition, and as described at page 26 of the Financial Statements, stock options have been granted by the Company to acquire 21,862,000 common shares of Crystallex.  Those stock options include options with the following pricing and in the following amounts (as listed below, the "Stock Options").   I note that there are stock options available, in addition to those noted

below, but at significantly higher exercise prices.

26       The total number of  the above-listed Stock Options is  14,958,000.   As noted in  the

Financial  Statements  at  page  23,  there  were,  as  of  September  30,  2011,  approximately

365,000,000 issued common shares ofCrystallex. Accordingly, these Stock Options if exercised would represent approximately four percent (4%) of the issued equity of the Company.

The Need for the MIP

27       I do not disagree with the Company's position that the MIP will assist in retaining certain management personnel in order to prosecute the Arbitration.   Perhaps more importantly, a properly-structured MIP will provide an incentive to management to be particularly diligent in advancing the Company's interests.   Although I am not aware of the full slate of proposed

beneficiaries  of the MIP (due to redactions in the Company's  materials),  I do not disagree with rewarding the persons named in the Company's public materials, including Mr. Marshall, who in my  personal  experience  has  been  a  valuable  point  of  contact  and  source  of  information  for investors.

28        I disagree with statement  in paragraph 8 of Mr. J ohan van't HoPs affidavit sworn March

21, 2012, to the effect that "In the absence of an otherwise operating business, the employees in question would ordinarily be expected to leave Crystallex".   Crystallex has not been an operating business for some years now (in the sense of operating a mine or other operational asset), and as the Company's  materials  disclose,  Mr. Fung has been involved  with Crystallex  since 1997, Mr. Oppenheimer  since 1995, and Mr. Crombie since 2002.   I don't know when Mr. Marshall joined Crystallex, but I do know that it was also several years ago.

29         I am unaware of the identity  of the other proposed beneficiaries,  and therefore have no views as to the need to provide an incentive to them by way of a MIP.

The Structure of the MIP distances Management from Shareholders

30        I am concerned that the structure of the MIP distances management  from the interests of the shareholders of Crystallex, and will therefore upset the 'balance' that I have referred to in paragraphs 19 and 20 above.

31        The MIP, if approved and implemented  in the form put forward by Crystallex, would not give management a 10% 'equity interest', as described below, but rather would give management a direct, secured interest in the main asset of Crystal/ex, being the proceeds of the Arbitration.

32         It is my view that the MIP ought to be structured in such a way that management is aligned with and awarded in the same manner and at the same time as shareholders.  Such an alignment would also protect the creditors of Crystallex, since the shareholders of Crystallex will not receive any benefit until all of the creditors of the Company have been repaid in full.

33        If, on the contrary, management is now aligned as a secured creditor ofthe Company, it will have a greatly reduced financial interest in protecting shareholder value, which to date has been  the  stated  reason  for  many  of  its  actions,  including  the  commencement  of  these proceedings.

The Quantum of the MIP

34        In its  MIP  Approval  Motion  Record, the  Company includes  "Discussion  Materials" prepared by Skatoff & Company, LLC ("Skatoff'),  wherein Skatoff summarizes 20 U.S. Chapter

11 outcomes and states:

• Our analysis reflects the following:

In all cases, any pre-existing management equity incentive plans were extinguished

In the 19 cases where pool size was specified, mean and median allocations of reorganized common stock for management equity incentive plans of 10.2% and 10.0%, respectively

35       The Skatoff Discussion Materials are relied upon by Crystallex management as setting a "fair proxy for a MIP".  In paragraph 33 of Mr. van't Hofs  affidavit, he states "The [SkatoffJ table indicates a market norm of share options equal to 10% of the company upon an exit from Chapter 11 proceedings in the United States.  Given that Crystallex is likely to be liquidated after receipt of the total reward, it was thought that this amounted to a fair proxy for a MIP".

36       As noted above, the MIP does not purport to grant "common stock for management" nor "share  options  equal  to  10%  of  the  company".    Rather,  the  structure  of  the  MIP  grants management an immediate 10% secured creditor interest in the net proceeds of the Arbitration. The financial and legal differences are notable, as I attempt to illustrate below.

37       As I understand the structure of the debtor-in-possession financing and the MIP, if each of these were approved in their current forms on Thursday of this week, management would thereupon have acquired value equal to between 18.2% and 23.1% of the outstanding equity of the company, far in excess of the compensation standard referred to above.

38       Before moving to that discussion, I note that the Noteholders have provided evidence as to what they consider to be the appropriate levels of management incentives in Canada in the CCAA context, and that those levels are lower than what Mr. Skatoffhas put forward.

39       As a shareholder, I would not oppose a MIP that granted Crystallex' management the equivalent of 10% of the currently issued common shares of the Company - that is, reward management as though they hold approximately 40,500,000 currently issued common shares.5   I realize that this could result in very substantial payments to management (even at the current trading price, this would represent a value of approximately $5,600,000), but in my view a MIP structured in this fashion would help to assure that management makes every effort to protect all stakeholders of Crystallex, including its shareholders.

5  365,000,000 currently issued shares plus 40,500,000 MIP (notionally-issued) shares would total405,500,000

Clarification regarding Outstanding Equity-based Compensation

40        As  I have  noted  above,  the  currently outstanding  Stock  Options  represent  rights to acquire approximately four percent (4%) of the outstanding common stock of the Company.  If these Stock Options are and remain available to management, then under the MIP it would not only receive a secured creditor interest in 10% of the net proceeds of the Arbitration, but it would also retain the benefit of the Stock Options.

41        In the excerpt from the SkatoffDiscussion  Materials reproduced above, Skatoffs analysis reflected that "In all cases, any pre-existing management equity incentive plans were extinguished".  As well, in the letter from Mr. Swartz contained in the Company's MIP Approval Motion Record, Mr. Swartz states that in arriving at his conclusions, he placed considerable weight on certain factors, including that "The Bonus Pool replaces existing bonus or incentive compensation".

42        It is not clear that the MIP will replace and therefore cancel the Stock Options, or if these will remain for the benefit of management, in addition to the MIP.   As well, it is not clear whether management could seek additional stock options in the future.   On March 27, 2012, I called Company's counsel to ask for clarification in this regard.   l have not yet received that clarification.

The effect of the current MIP

43        To illustrate the effect of the MIP, as I understand it, I have prepared the following simplified table, applying the sequence of payments proposed by the Company, and based on the following facts and assumptions: (a) Crystallex has approximately $110,000,000 in unsecured

debt, which will accrue interest at approximately 10% per year, (b) the debtor-in-possession financing is approved, the full amount of the debtor-in-possession financing is advanced, and it also accrues interest at 10% per year, (c) Crystallex will proceed to a settlement or completion of the Arbitration, and (d) Crystallex will pay its Arbitration expenses and other expenses on a current basis. The assumptions included in the tables are for illustrative purposes only.

44       For the purposes of the table in this paragraph below, I have assumed that Crystallex will recover only its investment in Las Cristinas (that is, $500,000,000), and would not have tax to pay on the recovery of its investments. The amounts referred to in this table are dollars.

I

I  Notional Values if Arbitration proceeds received today:

Nil                  110,000,000 ·Nil                  .    Nil                       390,000,000     15,600,000   374,400,000

Notional Values if Arbitration proceeds received after April  5th (assuming  approval of DIP and

MIP in current form):

36,000,000    110,000,000     123,900,000      35,400,000          194,700,000   7,788,000       186,912,000

Notional Values assuming arbitration proceeds are received in one year:

I

39,600,000 1121,000,000 1118,790,000   133,940,000       1186,670,000 17,466,800   :     179,203,200    i

Notional Values assuming arbitration proceeds are received in two years:

43,600,000 1133,100,000 1113,155,000   132,330,000       1177,815,000 l7,112,600    1170,702,400     i

45        As  this  table  illustrates,  the  structure  of  the  MIP  in  its  current  form  (assuming  the approval of the debtor-in-possession financing and the MIP in the current forms) could actually result in management holding value equivalent to $43,188,000  or 23.1% of the value available to equity holders, by the end of this week.   23.1% is arrived at by adding (from the second row of numbers  above)  $35,400,000   MIP  value  plus  $7,788,000   (the  notional  value  of  the  Stock Options) and dividing the sum of those two amounts by the remaining notional value available to existing shareholders ($186,912,000).

46        This  result  would  be  far in  excess  of  the  compensation  standards  cited  by  either  the

Company or the Noteholders.

47        I note that not all of the Stock Options may be available to the proposed beneficiaries of the MIP, and that one of course has to pay the exercise price of the Stock Option in acquiring the related shares.  These factors would have some impact on the foregoing calculations.

48        Finally, as noted above, it may be that the Company intends to cancel the Stock Options, although  this is not provided  for in  the MIP.   Even  if that  were the case,  again utilizing  the numbers  in the second  row  of numbers  in the table  above,  this could  result in   management holding value equivalent to approximately  18.2% of the value available to equity holders, by the end of this week.  18.2% is arrived at by dividing  $35,400,000 by $194,700,000 (the NAP).

49         To further complete the illustration,  I did  the same calculation on  the basis that the

Arbitration  proceeds  are $1  billion,  and  received in  two  years.    Assuming  tax  payable of

$150,000,000, the result would be as follows:

DIP                Unsecured      DIP Lender      Management     Net                    Stock              Existing Lender                       Creditors        (Additional       (MIP)                 arbitration      Options          shareholders (secured                                Compen-                                     proceeds          (4%of          (96% of

debt)                                     sation)                                         available to     NAP)             NAP)

/Company

i                                                                                                                                                        I

.    ("NAP")

I                                                             i                                                I

Notional Values assuming arbitration proceeds are received in two years:                                           I

43,600,000   133,100,000   235,655,000   i       67,330,000        370,315,000    14,812,600   355,502,400

50       This translates into management holding value equivalent to $82,142,600 or 23.1% of the value available to equity holders (or 18.2%, if the Stock Options are cancelled).

Timing of Payments

51       The structure of the MIP is such that management, as a secured creditor, would get payment under the MIP, regardless of whether any payment has been made or will ever be made to shareholders.  Although I note that the MIP limits management payments to 25% of the "Residual Pool",  and  that  Mr. van't  Hof  has  stated his  expectation  that  Crystallex will  be liquidated after the Arbitration is settled or completed, the MIP does not give any comfort to shareholders in this regard.  Again, fully aligning management's interests under the MIP with shareholder interests would address this concern.

Supervision  by the Court

52        Although the Company is requesting the approval· of  the MIP by the Court, and the creation by Court order of a charge securing management's  proposed interest of 10% in the proceeds of Arbitration, no ongoing supervision or approval of the Court is contemplated when payments are made  under the  MIP.    In some  cases, including  a prompt  settlement of  the Arbitration, very large amounts would be payable under the MIP in a very short period of time. As a stakeholder, I would be more comfortable with the continued involvement and supervision of  the Court in  MIP  awards, particularly  if other  safeguards  (as  suggested  above) are not included in the MIP structure.

SWORN before me at the City of

Toronto,on April 2, 2012.