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

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

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

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

AFFIDAVIT OF JUSTIN FINE (Regarding Scheduling Issues)

I, Justin Fine, of the City of Thousand Oaks, in the State of California, MAKE OATH

AND SAY:

1. As set out in the prior affidavits I have sworn in these proceedings, I am a proposed

member of the Committee of Shareholders of Crystallex (the “Committee”), the beneficial

owner of 140,764 shares of Crystallex International Corporation (“Crystallex”) and the

controlling partner of three partnerships that together hold a further 2,078,257 shares of

Crystallex, and as such have knowledge of the matters to which I hereinafter depose.

2. Where the information in this affidavit is based upon information and belief, I have

indicated the source of my information and believe it to be true.

3. To the extent that any of the information set out in this affidavit is based on my review of

documents, I verily believe the information in such documents to be true, unless otherwise

stated.

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4. This affidavit is sworn to provide information to the Court regarding the procedural

history of the motion to establish the Shareholders Committee, and to explain the urgency of

such a motion proceeding as soon as possible.

5. The proposed Committee has been attempting to have the motion heard since July 2015,

when I first met with Gowlings. The Affidavit in support of the motion to establish the

Committee was sworn in October, 2015. The motion was initially scheduled to be heard on

December 23, 2015.

6. Gowlings has informed me that in Chambers on December 23, 2015, the Court expressed

certain misgivings about the form of the Order to establish the Committee. I understand that the

primary concern of the Court was that the Committee was seeking to represent the shareholders

of Crystallex on an “Opt-In” rather than an “Opt-Out” basis.

7. The motion was adjourned to address those issues, and the Committee instructed

Gowlings to prepare a revised form of order so that representation by the Committee is now

contemplated to be on a “Opt-In” basis to address the concerns of the Court. The revised motion

materials reflecting these changes were served on February 17, 2016.

8. A date for the motion to establish the Committee has still not been set. Gowlings informs

me that since service of the February 17 motion record Gowlings has been attempting to

schedule the motion to be heard on the earliest possible date, but that problems have arisen due

to limited Court availability and the unavailability of certain counsel on the dates the Court is

available.

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9. Gowlings informs me that there is a hearing in this matter scheduled for March 18, 2016,

and that the next available date for a hearing after March 18 is on April 11, 2016.

10. It has been approximately six months since the initial motion record to establish the

Committee was served. I have spoken with all the Committee members and each is anxious that

the motion be heard as soon as possible, and each is frustrated by the time it is taking to have the

matter adjudicated.

11. On February 24, 2016 a press release was issued advising the public of the the settlement

of the Gold Reserve arbitration, which (like the arbitration which is the sole significant asset of

Crystallex) concerned the expropriation of a gold mine by the Government of Venezuela. A

copy of the press release is attached as Exhibit “A”.

12. Final judgment in respect of the arbitration of Crystallex against the Government of

Venezuela has been under reserve for many months. The Committee members are of the view

that a decision in the arbitration is imminent.

13. The members of the Committee are very concerned that the longer the motion to establish

the Committee is delayed, the more likelihood there is that the Company, Tenor, and/or the other

stakeholders with representation in this CCAA process may reach an agreement of compromise

with the Government of Venezuela, potentially to the benefit of those stakeholders and to the

detriment of the Committee members and other shareholders.

14. There is ample precedent in this CCAA proceeding for the other stakeholders to take

steps that are to the prejudice of the shareholders. As set-out in my affidavit sworn October 29,

2015, over the course of this proceeding there has been significant dilution of the shareholders’

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interest m any return ansmg out of the Crystallex arbitration against the Government of

Venezuela.

15. For all of these reasons, I respectfully request that the Court hear the motion to establish

the Committee on March 18, 2016 when a hearing in this proceeding is already scheduled.

SWORN BEFORE ME at .!Pe'City of , in the r this day of , 2016.

/

/ A Commissioner, etc.

TOR_LAw\ 890479 )\ [

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TAB A

Gold Reserve Inc. NR 16-04

GOLD RESERVE ENTERS INTO MEMORANDUM OF UNDERSTANDING WITH THE GOVERNMENT OF VENEZUELA TO SETTLE GOLD RESERVE' S ARBITRA TlON AWARD

AND JOINTLY DEVELOP THE BRISAS AND LAS CRlSTINAS PROJECTS

SPOKANE, WASHINGTON, February 29, 2016

Gold Reserve Inc. (TSX.V: GRZ) (OTCQB: GDRZF) ("Gold Reserve" or the "Company") announces

that it has entered into a Memorandum of Understanding (the "MOU") with the Bol ivarian Republic of

Venezuela ("Venezuela") that contemplates settlement, including payment and resolution, ofthe arbitral

award (the "Award") granted in favor of the Company by the International Centre for Settlement of Investment Disputes in respect of the Brisas Project, the transfer ofthc related technical mining data

previously compiled by the Company, as well as the development of the Brisas and the adjacent Cri stinas

gold-copper project, which will be combined into one project (the "Brisas-Cri stinas Project") by the Company and Venczuela.

Under the tenns proposed by the MOU, Venezuela would proceed with payment of the Award including accrued interest and enter transactional (settlement) and mixed company ("joint venture") agreements, which are expected to be executed in approximately 60 days, subject to various conditions, including without limitation receipt of all necessary regulatory and corporate approvals and the successful

negotiation and execution of defin itive agreements. In addition, Venezuela would pay an amount to be agrecd upon for the Company's contribution of its technical mining data to the Brisas-Cristinas Project.

Following completion of the definitive agreements, it is anticipated tbat Venezuela, with the Company's assistance, would work to complete the financing to fund the contemplated payments to the Company pursuant to the Award and for it" mining data and $2 billion towards the anticipated capital costs of the Brisas-Cristinas Project. Upon payment, the Company will cease all legal activities related to the coll ection orthe Award.

The Brisas and Cristinas properties, together with tbe technical data with respect to the Brisas project owned by Gold Reserve, would be transferred to a Venezuelan mixed company, which is expected to be bencficially owned 55% by Vcnezuela and 45% by Gold Reservc. The Company is also expectcd to be engaged undcr a tcchnical a"sistance agreement to provide procurement, engineering and construction

services for the project. The parties would also seek, subject to the approval of the National Executive Branch of the Venezuelan government, the creation of a Special Economic Zone providing the establishment of a special customs framework for the mixed company and other tax and economic benefits.

The combined Brisas-Cristinas Project, a gold-copper deposi t located in the Kilometer 88 mining district of Bolivar State in south eastern Venezuela, when constructed, is anticipated to be the largest gold mine in South America and one of the largest in the world.

Doug Belanger, President of Gold Reserve, stated, "This is a tremendous opportunity for the Company

and Venezuela to jointly develop the Brisas-Cristinas Project while providing economic growth in the region and the creation of a new industry complementary to the Republic's cxisting oil industry. After

scttlement of all orthe Company's obligations, substantially all of the net proceeds of the payment related

to the Award and technical mining data is expected to be distributed to our shareholders."

Further information regarding the Company can be located at www.goldreservcinc.com, www.sec.gov and www.sedar.com.

Gold Reserve Inc. Contact A. Douglas Belanger, President 926 W. Sprague Ave., Suite 200 Spokanc, WA 9920 1 USA Tel. (509) 623-1500 Fax (509) 623-1634

CA UT/ONARY STATEMENT REGARDING FOR JJI ARD-LOOKING STATEMENTS

This relea.~e colllain.~ 'lonvard-looking statemellls" within the meaning of applicable U.S. federal securities laws and "fonvard-Iooking information" withill fhe meaning of applicable Canadian provincial and territorial securities laws alld state Gold Reserve~ and its managemenl~ intellliolls, hopes, beliefs, expectations or predictions for the future ineluding without limitation statements with respect to the transactiolls contemplated by the MOU. Forward­looking slateme"t.~ are nece.fsa rily based "pon a numher of estimates and assumptions that, while considered rea.w nahle hy management at this time, are inherently subject to .~ignificant bIlSille5S, ecollomic alld competitive Ullcertail/ ties and cOlltillgellcies.

We caution that such fonmrd-Iooking statements involve knowlJ and unknown risks, uncertainties and other risks Ihat may cause the actual outcomes. fillancial results. performance. or achievements of Gold Reserve to be materially difJerelll from our estimated olltcomes, /ilture results. performance, or achievemellts expressed or implied by those fonvard-Iookillg statements.

Thi.~ lis t is not exhaustive of the faclors thai may affect allY of Gold Reserve's fonvard-Iooking .~tatements. Investors are cautioned /lot to put undue reliance 011 forward-looking statemellls. All .~ub.~equent written and oral forword­looking s tatelllellls attributable to Gold Reserve or persons acting on its behalf are expressly qualified ill their entirety by this notice. Gold Reserve di.~claims any intellt or obligation to update publicly or othenvise revise any forward-looking .~/arements or the foregoing list of assumptions or f actors. whether as a result of new informatioll. f Ulllre events or othenvise, .mbjecI to its disclosure ohiigatlall.f IInder alJplicable rules {Jromulgated hy the Securities and Exchange Commission and applicable Calladion provincial olld territorial securities laws.

In addition to heing subject to a nllmber of assumptions, fonvard-Iooking .~tatemellls ill tlti.~ release ilH'olve knowlI alld unknowlI risks, uncertailllies and other factors that may cause actual res lilts and developments to be materially different from those expressed or implied by such forward-Iool..ing statements, includillg wilholll limitation the risk Ihot the Companyalld Venezuela lIIay not be able to reach agreement on definitive documenlatioll for the ' ransactions contemplated by the MOU. the trall.~octiollS contemplated by the MOU may otherwise not he completed, Venezuela may /lot be able to oblaill finallcing on favorable tenn.~, if at 0/1, to fillld the contemplated paymellls to the Company pursuant to tIle Award andfor its mining data and the anticipated capital costs of the Br;sos-Cristinas Projeci alld the approval of the National Executive Branch of the Venezuelan government to create a Special Economic zone or othenvise provide tax Gild olher economic benefitsfor the activities of the mixed compan), contemplated hy the MOU /IIay not be obtained.

"Neither the TSX Venture Exchange lIor its Regulation Service.f Provider (as tho/term is defined i/l policies of the TSX Ventllre Exchange) accepts responsibility for the adequacy or accuracy of this release. "

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

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

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

TOR_LAW\ 8814667\1

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST (PROCEEDING COMMENCED AT TORONTO)

AFFIDAVIT OF JUSTIN FINE

GOWLING LAFLEUR HENDERSON LLP Barristers and Solicitors 1 First Canadian Place

100 King Street West, Suite 1600 Toronto, Ontario M5X 1G5

David Cohen (LSUC No.: 33195Q) Tel: 416-369-6667 Fax: 416-862-7661

david.cohen@gowlings.com

Clifton P. Prophet (LSUC No.: 34845K) Tel: 416-862-3509 Fax: 416-862-7661

clifton.prophet@gowlings.com

Nicholas Kluge (LSUC No.: 44159T) Tel: 416-369-4610 Fax: 416-862-7661

nicholas. kluge@gowlings.com

Solicitors for the Moving Parties, Steven Kasson, Robert Danial, David Werner, Colin Murdoch, Edesio Biffoni, Gerald Cantwell, Grant Watson, Justin Fine, and Lyn Goldberg

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