Securities Law & Instruments


Prompt Offering Qualification System -Waiver granted pursuant to section 4.5 ofNational Policy Statement No. 47 to enable issuer to participate in the POPSystem when it did not meet the "public float" test in the last calendar month ofthe 1997 financial year in respect of which its Initial Annual Information Form willbe filed provided that it does meet the "public float" test at a date within 60 daysbefore the filing of its preliminary short form prospectus -waiver reflects therevised eligibility criteria set out in proposed National Instrument 44 -101.

Statutes Cited

Securities Act, R.S.O. 1990, as am.

Policies Cited

National Policy Statement No. 47 -Prompt Offering Qualification System, ss. 4.1and 4.5.







WHEREAS the local securities regulatory authority or regulator (the"Decision Maker") in each of British Columbia and Ontario (the "Jurisdictions") hasreceived an application from Crystallex International Corporation (the "Filer") for adecision under the securities legislation and securities directions of theJurisdictions (the "Legislation") that the requirement (the "Eligibility Requirement")under National Policy Statement No. 47 ("NP 47"), that the calculation of theaggregate market value of an issuer's outstanding equity securities be based on theaverage closing prices during the last calendar month of the issuer's most recentlycompleted financial year shall not apply to the Filer so as to permit the Filer to beeligible to participate in the prompt offering qualification system (the "POPSystem");

AND WHEREAS under the Mutual Reliance System for Exemptive ReliefApplications (the "System"), the Executive Director of the British ColumbiaSecurities Commission is the principal regulator for this application;

AND WHEREAS the Filer has represented to the Decision Makers that:

1. the Filer was incorporated under the laws of British Columbia on May 22,1994, changed its name to Crystallex International Corporation in January1991 and continued under the laws of Canada in January 1998;

2. the Filer's registered and principal executive offices are located inVancouver, British Columbia.;

3. the Filer became a reporting issuer in British Columbia on January 6, 1987and in Ontario on October 4, 1996, and is not in default under anyrequirement of the applicable securities legislation of any of theJurisdictions;

4. the Filer's financial year-end is December 31;

5. the Filer's authorized capital consists of an unlimited number of commonshares (the "Common Shares'), an unlimited number of Class A Preferenceshares and an unlimited number of Class B Preference shares;

6. the Common Shares are listed and posted for trading on The Toronto StockExchange and the American Stock Exchange;

7. as at December 31, 1999, 45,295,569 Common Shares were issued andoutstanding, and the aggregate market value of the Common Shares ascalculated in accordance with the POP System was $66,584,486 (based onthe arithmetic average of the closing price of $1.47);

8. as at June 30, 2000, the Filer had 53,631,796 Common Shares issued andoutstanding, and the aggregate market value of the Common Shares ascalculated in accordance with the POP System was $139,978,988 (based onthe arithmetic average of the closing price of $2.61);

9. the Filer currently would fulfill the Eligibility Requirements that would enableit to file an initial annual information form (the "Initial AIF") and participate inthe POP System, but for the fact that the aggregate market value of theCommon Shares for the month of December 1999 was less than$75,000,000;

11. the Filer would be eligible to participate in the POP System on the filing andacceptance of its Initial AIF under proposed National Instrument 44-101which would replace the current time period for calculating the aggregatemarket value of an issuer's equity securities under NP 47 for its Initial AIFwith a calculation as of a date within sixty (60) days before the filing of theissuer's short form prospectus; and

12. the Filer intends to file an Initial AIF shortly and may wish to effect anoffering prior to the end of its current financial year and is of the view that ashort form prospectus would be the most appropriate vehicle for such anoffering;

AND WHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the testcontained in the Legislation that provides the Decision Maker with the jurisdictionto make the Decision has been met;

The Decision of the Decision Makers under the Legislation is that theEligibility Requirement shall not apply to the Filer provided that:

(a) the Filer complies in all other respects with the requirements of NP47;

(b) the aggregate market value of the Filer's Common Shares, calculatedin accordance with the POP Requirements, is $75,000,000 on a datewithin 60 days before the date of the filing of the Filer's preliminaryshort form prospectus;

(c) the eligibility certificate to be filed in respect of the Filer's Initial AIFshall state that the Filer satisfies the eligibility criteria set out insections 4.1(1)(a) and 4.1(1)(b) of NP 47, and shall make referenceto this Decision; and

(d) this Decision terminates on the earlier of:

(i) 140 days after the end of the Filer's financial year endedDecember 31, 2000; and

(ii) the date a renewal AIF is filed by the Filer in respect of itsfinancial year ended December 31, 2000.

July 27th, 2000.

"Margaret Sheehy"