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GLAMIS GOLD LTD.
DISSIDENT PROXY CIRCULAR
In Connection With The Special Meeting Of
Shareholders Of
GOLDCORP INC.
To Be Held On January 31, 2005
This Dissident Proxy Circular solicits BLUE
Proxies to
VOTE AGAINST
The Resolution Concerning the Issuance of
Common Shares
of Goldcorp Inc. in Connection with the Offer
Made by
Goldcorp Inc. to Acquire all of the Common
Shares of
Wheaton River Minerals Ltd.
If you have any questions,
or require assistance in voting your BLUE
Proxy,
please call:
GEORGESON SHAREHOLDER
TOLL FREE — 1-877-288-7946
TABLE OF CONTENTS
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A-1
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GLAMIS GOLD LTD.
January 17, 2005
Dear Goldcorp Shareholder:
Glamis Gold Ltd. is pleased to enclose a
dissident proxy circular (the “Dissident Circular”) in
connection with the solicitation by and on behalf of Glamis of
proxies to be used at the special meeting of shareholders of
Goldcorp Inc. to be held in the Windsor Ballroom, Le Royal
Meridien King Edward Hotel on Monday January 31, 2005 at
4:00 p.m. (Toronto time) (the “Goldcorp Meeting”).
As you are aware, we have made an offer (the
“Offer”) dated January 7, 2005, to acquire all of
the issued shares of Goldcorp by way of a take-over bid. As
described in our Dissident Circular, if Goldcorp shareholders
vote to approve the issuance of Goldcorp shares to shareholders
of Wheaton River Minerals Ltd. (the “Wheaton River
Resolution”), a condition of our Offer will not be
satisfied and the Offer will not proceed. We urge you to vote
against the Wheaton River Resolution.
Glamis is a pure gold producer committed to
providing investors superior leverage to the price of gold
through unhedged, low-cost gold production. We believe the
combination of Glamis and Goldcorp is far superior to the
proposed combination of Goldcorp and Wheaton River and
represents a unique opportunity to create a world-class, pure
gold producer by combining the strengths of Glamis and Goldcorp.
This combination would also address, among other things,
Goldcorp’s need for new leadership through Glamis’
knowledgeable and experienced management team.
Receive a Premium Rather Than Pay a
Premium. Glamis is offering a
significant premium to Goldcorp Shareholders while Goldcorp is
proposing to pay a premium for Wheaton River. You will not have
an opportunity to receive this premium if the Wheaton River
Resolution is approved.
Pure Gold.
The combination of Glamis and Goldcorp continues both
companies’ pure gold focus. By contrast, a combined
Goldcorp/ Wheaton River will include significant copper
production.
Glamis’ Superior Ability to Deliver
Profitable Growth. Glamis’
growth is fully funded, permitted and under construction.
Wheaton River’s Los Filos project is neither permitted nor
under construction and significant development risks remain.
The enclosed Dissident Circular contains
important information for you to read in order to be fully
informed on the merits of our Offer, including further reasons
why the Offer is superior to the proposed combination of
Goldcorp and Wheaton River. We urge shareholders to take
particular note of the information with respect to important
questions raised on pages 5 and 6 and on pages 13
through 15 of the Dissident Circular.
If you want to preserve your ability to tender to
the Glamis Offer and have an opportunity to receive a premium,
VOTE AGAINST the Wheaton River Resolution. Please refer to the
Dissident Circular for instructions how to vote NO to the
Wheaton River Resolution.
If you have any questions, please contact our
Information Agent, Georgeson Shareholder Communications Canada,
Inc., toll-free at 1-877-288-7946.
Thank you for your consideration of our Offer.
Yours truly,
GLAMIS GOLD LTD.
(Signed) C. Kevin McArthur
President & Chief Executive Officer
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
THIS DOCUMENT IS IMPORTANT AND REQUIRES
YOUR IMMEDIATE ATTENTION
DISSIDENT PROXY CIRCULAR
In Connection With The Special Meeting Of
Shareholders Of
GOLDCORP INC.
To Be Held On January 31, 2005
Recommending Shareholders Of Goldcorp Inc.
VOTE AGAINST
The Resolution Concerning The Issuance Of Common Shares
Of Goldcorp Inc. In Connection With The Offer Made By
Goldcorp Inc. To Acquire All Of The Common Shares Of
Wheaton River Minerals Ltd.
This dissident proxy circular (“Dissident
Circular”) has been prepared by Glamis Gold Ltd.
(“Glamis”). It solicits BLUE proxies AGAINST
the resolution (the “Wheaton River Resolution”)
proposed by management of Goldcorp Inc. (“Goldcorp”)
to issue up to 200,000,000 common shares of Goldcorp in
connection with Goldcorp’s offer dated
December 29, 2004 to acquire all of the outstanding
common shares of Wheaton River Minerals Ltd. (“Wheaton
River”). It is a condition of Glamis’ offer (the
“Glamis Offer”) dated January 7, 2005, to acquire
all of the outstanding common shares of Goldcorp, that
shareholders of Goldcorp DO NOT APPROVE the Wheaton River
Resolution. If the Wheaton River Resolution is approved by
shareholders of Goldcorp, a material condition to the Glamis
Offer will not be satisfied and the Glamis Offer will not
proceed. Please follow the instructions set forth under
“General Proxy Information — Appointment of
Proxies” in this proxy circular with respect to depositing
a proxy.
TENDERING YOUR GOLDCORP COMMON SHARES TO THE
GLAMIS OFFER WILL NOT COUNT AS A VOTE AGAINST THE WHEATON RIVER
RESOLUTION. YOU ARE THEREFORE
ENCOURAGED TO VOTE AGAINST THE WHEATON RIVER RESOLUTION EVEN IF
YOU HAVE ALREADY DEPOSITED OR INTEND TO DEPOSIT YOUR GOLDCORP
COMMON SHARES TO THE GLAMIS OFFER.
YOU MAY OPPOSE THE WHEATON RIVER RESOLUTION EVEN
IF YOU HAVE PREVIOUSLY DEPOSITED A PROXY OR GIVEN VOTING
INSTRUCTIONS IN SUPPORT THEREOF. SEE “HOW TO VOTE AGAINST
THE WHEATON RIVER RESOLUTION” BELOW.
January 17, 2005
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
NOTICE TO SHAREHOLDERS IN THE UNITED
STATES
This solicitation of proxies in the United States
is made with respect to securities of a Canadian foreign private
issuer and is thus exempt from the requirements of
Section 14(a) of the U.S. Securities Exchange Act
of 1934, as amended. This solicitation is made in accordance
with Canadian corporate and securities laws and this Dissident
Circular has been prepared in accordance with disclosure
requirements applicable only in Canada.
This Dissident Circular does not constitute an
offer to buy or sell, or the solicitation of an offer to buy or
sell, any of the securities of Glamis Gold Ltd.
(“Glamis”) or Goldcorp Inc. (“Goldcorp”).
Such an offer or solicitation may be made in the United States
only pursuant to a registration statement filed with the
U.S. Securities and Exchange Commission (the
“SEC”). Glamis has filed with the SEC a Registration
Statement on Form F-10, and has mailed the related offer to
purchase and circular concerning the proposed business
combination between Glamis and Goldcorp, together with any
related documents, to Goldcorp shareholders. Glamis has also
filed with the SEC a Schedule TO concerning the proposed
business combination. WE URGE GOLDCORP SHAREHOLDERS TO READ THE
REGISTRATION STATEMENT, THE OFFER TO PURCHASE AND CIRCULAR AND
ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders of
Goldcorp may obtain the documents filed with the SEC, free of
charge, at the SEC’s website, www.sec.gov. In addition,
documents filed with the SEC by Glamis are available free of
charge from Glamis. You should direct requests for documents to
Investor Relations, Glamis Gold Ltd., 5190 Neil Road,
Suite 310, Reno, Nevada 89502, telephone
(775) 827-4600. To obtain timely delivery, such documents
should be requested no later than January 24, 2005,
5 business days before the Goldcorp Special Meeting of
Shareholders.
STATEMENTS REGARDING FORWARD-LOOKING
INFORMATION AND
NON-GAAP FINANCIAL MEASURES
This Dissident Circular, including the
information incorporated by reference, contains forward-looking
statements with respect to Glamis. Forward-looking statements
include, but are not limited to, statements with respect to the
future price of gold, the estimation of mineral reserves, the
realization of mineral reserve estimates, the timing and amount
of estimated future production, costs of production, capital
expenditures, costs and timing of the development of new
deposits, success of exploration activities, Glamis’
hedging practices, permitting time lines, currency fluctuations,
requirements for additional capital, government regulation of
mining operations, environmental risks, unanticipated
reclamation expenses, title disputes or claims, limitations on
insurance coverage and the timing and possible outcome of
pending litigation. Often, but not always, forward-looking
statements can be identified by the use of words such as
“plans”, “expects” or “does not
expect”, “is expected”, “budget”,
“scheduled”, “estimates”,
“forecasts”, “intends”,
“anticipates” or “does not anticipate”, or
“believes”, or variation of such words and phrases or
state that certain actions, events or results “may”,
“could”, “would”, “might” or
“will” be taken, occur or be achieved. Forward-looking
statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or
achievements of Glamis to be materially different from any
future results, performance or achievements expressed or implied
by the forward-looking statements. Such factors include, among
others, the actual results of current exploration activities;
actual results of current reclamation activities; conclusions of
economic evaluations; changes in project parameters as plans
continue to be refined; future prices of gold; possible
variations in ore grade or recovery rates; failure of plant,
equipment or processes to operate as anticipated; accidents,
labour disputes and other risks of the mining industry; delays
in obtaining governmental approvals or financing or in the
completion of development or construction activities, as well as
those factors discussed in the offer to purchase and circular.
Although Glamis has attempted to identify important factors that
could cause actual actions, events or results to differ
materially from those described in forward-looking statements,
there may be other factors that cause actions, events or results
not to be as anticipated, estimated or intended. There can be no
assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements.
References herein to cash cost of production are
to a non-GAAP measure. The reported cash costs of production
should not be considered as an alternative to operating profit
or net profit attributable to shareholders, or as an alternative
to other Canadian or U.S. generally accepted accounting
principle measures and may not be comparable to other similarly
titled measures of other companies.
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
2
SUMMARY
This summary highlights information more fully
discussed elsewhere in this Dissident Circular. This summary is
not intended to be complete and is qualified by reference herein
to the more detailed information contained in this Dissident
Circular. Goldcorp shareholders are urged to read the more
detailed information provided elsewhere in this Dissident
Circular and in the documents incorporated by reference. All
dollar amounts in this Dissident Circular are in
U.S. dollars unless otherwise stated.
Glamis Offer for Goldcorp
On January 7, 2005, Glamis Gold Ltd.
(“Glamis”) made an offer (the “Glamis
Offer”) to purchase all of the issued and outstanding
Goldcorp common shares (“Goldcorp Shares”), on the
basis of 0.89 of a common share of Glamis (“Glamis
Shares”) for each Goldcorp Share. A copy of the Offer to
Purchase and Circular related to the Glamis Offer (the
“Glamis Offer Circular”) is available at www.sedar.com
and as an exhibit to the Registration Statement on Form F-10 at
www.sec.gov.
The Glamis Offer contains both customary
conditions (such as a minimum number of Goldcorp Shares to be
tendered) and conditions that are tailored to the circumstances
of the Glamis Offer (such as a requirement that Glamis
shareholders approve an increase in Glamis’ authorized
capital). In particular, the Glamis Offer will not proceed
unless the Goldcorp shareholders (“Goldcorp
Shareholders”) reject the issuance of Goldcorp Shares in
connection with Goldcorp’s offer to purchase all of the
outstanding common shares of Wheaton River Minerals Ltd.
(“Wheaton River”).
Dissident Proxy Circular
This Dissident Circular is being furnished in
connection with the solicitation by and on behalf of Glamis of
proxies to be used at the special meeting of Goldcorp
Shareholders to be held in the Windsor Ballroom, Le Royal
Meridien King Edward Hotel, 37 King Street East, Toronto,
Ontario, Canada, on Monday January 31, 2005 at
4:00 p.m. (Toronto time) and at any and all adjournments or
postponements thereof (the “Goldcorp Meeting”).
You recently received a management information
circular and proxy statement dated December 31, 2004 (the
“Goldcorp Meeting Circular”) from the management of
Goldcorp soliciting proxies in respect of a resolution (the
“Wheaton River Resolution”) to approve the issue of up
to 200,000,000 Goldcorp Shares in connection with an offer by
Goldcorp to acquire all of the common shares of Wheaton River
pursuant to an offer to purchase dated December 29, 2004
(the “Goldcorp/Wheaton River Transaction”). The
Wheaton River Resolution is described in more detail in the
Goldcorp Meeting Circular that is available at www.sedar.com and
also at www.sec.gov.
In order to be approved, the Wheaton River
Resolution must be passed by the affirmative vote of a majority
of the votes cast by Goldcorp Shareholders in person or
represented by proxy, at the Goldcorp Meeting.
Glamis is soliciting BLUE proxies from the
Goldcorp Shareholders to VOTE AGAINST the Wheaton River
Resolution.
Superiority to Proposed Combination of
Goldcorp and Wheaton River
Glamis strongly recommends that you VOTE
AGAINST the Wheaton River Resolution because Glamis believes
that the Glamis Offer will deliver significantly more value to
you than the Goldcorp/Wheaton River Transaction. In particular,
Goldcorp Shareholders should consider the following:
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Receive a Premium Rather Than Pay a
Premium. Glamis is offering a
premium of 22.6% to Goldcorp Shareholders while Goldcorp is
proposing to pay a premium for Wheaton River under the
Goldcorp/Wheaton River Transaction. You will not have the
opportunity to receive this premium if the Wheaton River
Resolution is approved.
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YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
3
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Pure Gold.
The combination of Glamis and Goldcorp continues both
companies’ pure gold focus. In contrast, a combined
Goldcorp/ Wheaton River will include significant base metal
production (copper production accounted for approximately 45% of
Wheaton River’s total revenues for the nine months ended
September 30, 2004).
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Superior Corporate
Culture. Glamis will bring to the
combined company a professional, operations-oriented management
team with a chief executive officer experienced in both
acquisitions and mine development and operations. Glamis has
successfully developed and operated gold mines for the past
25 years. In contrast, Wheaton River’s largest asset
is a minority, non-operating interest in a mine whose revenue
stream is derived significantly from copper.
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Glamis’ Superior Ability to Deliver
Profitable Growth. Glamis has a
proven track record of delivering profitable growth. For
example, at its El Sauzal mine, Glamis started production only
28 months after acquisition, one quarter ahead of the
initial schedule. In contrast, Wheaton River acquired the Los
Filos project almost 14 months ago. The project is already
at least one quarter behind schedule and there still is no
feasibility study or permit for the project. Which company knows
best how to build lasting value and deliver profitable growth
for shareholders?
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The True Gold Production Cash Costs of Wheaton
River
Wheaton River’s most significant asset is a
non-operating, minority interest in the Alumbrera mine. The mine
operator of Alumbrera, Xstrata plc, and minority interest
partner Northern Orion Resources Inc., both report
financial results from Alumbrera for what it is — a
COPPER MINE — with gold as a by-product. According to
Wheaton River’s public disclosure, if gold and copper were
treated as co-products, for the nine and three month periods
ended September 30, 2004, the cash cost at Alumbrera of
producing gold would have been $163 per ounce and $185 per
ounce, respectively.
Glamis projects the annual average cash cost over
the next five years of the combined Glamis/ Goldcorp to be
approximately $120 per ounce of gold produced.
There is Risk Associated with Wheaton
River’s Earnings
The earnings of Wheaton River are subject to
certain risks:
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Consistent Mining Above Reserve Grade at
Alumbrera. The published ore grade
as at December 31, 2003 for Alumbrera was 0.56 grams
per tonne gold and 0.50% copper. The milled ore grade over
the last five quarters was 0.77 grams per tonne gold and
0.59% copper, approximately 37% and 18% above the reserve grade
for gold and copper, respectively. This implies that ore having
below average mine grade will likely be mined in the future.
Based on these figures, Glamis believes there may be an adverse
impact on Wheaton River’s future earnings.
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Wheaton River’s Earnings are Highly
Leveraged to Copper. For the nine
months ended September 30, 2004 approximately 45% of
Wheaton River’s total revenue was derived from copper
production, with an average realized copper price of $1.31 per
pound. The average copper price on the London Metal Exchange
over the last five years is $0.875 per pound. Wheaton
River’s earnings would have been significantly lower had
the price of copper not been at its highest levels in nearly
15 years.
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Heavy Reliance on Copper
Revenue. On a pro forma basis, for
the nine months ended September 30, 2004, revenues from
copper would represent over 31% of the total revenue of a
combined Goldcorp/ Wheaton River, contrary to the assertion of
Wheaton River that the pro forma Goldcorp/ Wheaton River copper
revenues would amount to only 19% of total revenue. Is Wheaton
River assuming a substantially lower copper price going forward?
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Future
Dilution. Wheaton River has
completed numerous equity offerings in the last three years, all
of which have included a significant number of long-term share
purchase warrants, most of which remain outstanding. Upon
exercise of all of Wheaton River’s outstanding warrants,
Goldcorp/ Wheaton River’s earnings per share will be
significantly diluted.
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YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
4
Glamis/ Goldcorp Earnings Growth
Upon the completion of the acquisition of
Goldcorp, purchase accounting rules require that Glamis restate
the value of Red Lake to fair market value as a one-time
adjustment, which inevitably impacts the earnings of the
combined company. In addition, in preparing the pro forma
financial statements provided with Glamis’ Offer, Glamis
was restricted to using Goldcorp’s publicly disclosed
information. As a result, the depreciation of the increased
value attributed to Red Lake can only be amortized over the
currently stated reserves and resources at Red Lake.
Glamis believes that it can reduce the amount
of annual amortization charge against earnings by expanding
reserves and resources at Red Lake through exploration success
and mining improvements, which will materially increase earnings
of the combined Glamis/Goldcorp.
Historical Earnings Have No Relevance to
Future Earnings
Glamis believes that future earnings and earnings
growth, not historical earnings, are indicative of a strong gold
company. Glamis believes that through exploration success and
mining improvements, the combined Glamis/Goldcorp will exhibit
much stronger earnings and superior earnings growth than are
presented in the pro forma financial statements provided with
the Glamis Offer (statements which are required to be
historically-based by applicable laws and accounting rules).
Cash Flow and Net Asset Value Growth Will
Drive Share Price Performance in the Future
Glamis believes that cash flow and net asset
value growth from gold will drive superior share price
performance. Glamis believes that the combined Glamis/Goldcorp
will have outstanding cash flow in the future, unaffected by
accounting treatment. The combined Glamis/Goldcorp is also
expected to have outstanding net asset value growth going
forward, both from the existing Glamis mines and projects and
with Glamis’ vision for Red Lake. This performance should
protect the premium share price multiple accorded to gold
companies which Glamis believes will benefit all the
shareholders of the combined Glamis/Goldcorp.
Goldcorp Shareholders — Have You
Considered:
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Why did Goldcorp in its press release on
January 14, 2005, caution investors that the statements
made by Rob McEwen (its Chairman and CEO), presumably in
respect of the Glamis Offer, have been made in his personal
capacity as a large shareholder and not as a director or
CEO? |
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Why did Rob McEwen exercise 99.97% of his
vested stock option position and sell shares in December 2003,
realizing a profit of $67,307,800 at the same time he was
predicting higher gold prices? |
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Why did Goldcorp sell its gold bullion in
December 2003, again while at the same time Rob McEwen was
predicting higher gold prices? |
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What has changed since June 2004, when Rob
McEwen said he had no interest in buying Wheaton River because
it was not in his part of the world and was a more expensive
operation? |
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Why was Rob McEwen granted 400,000 new
stock options after he announced he was resigning and in the
midst of merger discussions where a premium was being
proposed? |
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How does Rob McEwen justify accepting,
after he had announced his resignation, 82% of the long-term
equity compensation paid in 2004 to Goldcorp’s most senior
officers? |
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
5
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Why would the board of directors of
Goldcorp, without shareholder approval, amend the Goldcorp stock
option plan to extend the period during which optionholders can
exercise options upon a change of control for up to
10 years? |
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Why does Goldcorp tell its shareholders
that “Gold is Money, Goldcorp is Gold” while offering
to pay a premium to buy a company with 45% of its revenues from
copper? |
VOTE AGAINST THE WHEATON RIVER
RESOLUTION
A detailed description of the anticipated
benefits to you from a combination of Glamis and Goldcorp are
described below under “Benefits of the Combination of
Glamis and Goldcorp” and in the Glamis Offer Circular. The
Glamis Offer Circular can be found at www.sedar.com and, as an
exhibit to the Registration Statement on Form F-10, at
www.sec.gov.
How to Vote Against the Wheaton River
Resolution
If you support the Glamis Offer and you want to
preserve your ability to tender to the Glamis Offer, VOTE
AGAINST the Wheaton River Resolution in the following manner:
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If you are a registered shareholder of Goldcorp,
please refer to “General Proxy Information —
Appointment of Proxies — Registered Shareholders”
at page 18 of this Dissident Circular; and
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If your Goldcorp Shares are not registered in
your name and are held in the name of your broker on your
behalf, please refer to “General Proxy
Information — Appointment of Proxies —
Non-Registered (Beneficial) Holders of Goldcorp Shares” at
page 19 of this Dissident Circular.
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If you have already sent in a proxy voting for
the Wheaton River Resolution, you may revoke it by sending in a
BLUE proxy solicited hereunder by Glamis. See
“General Proxy Information — Revocation of
Proxies — Registered Shareholders” and
“General Proxy Information — Revocation of
Proxies — Non-Registered (Beneficial) Holders of
Goldcorp Shares” at page 20 of this Dissident Circular.
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
6
DISSIDENT PROXY CIRCULAR
This Dissident Circular and the accompanying
BLUE form of proxy are furnished in connection with the
solicitation by and on behalf of Glamis of proxies to be used at
the special meeting of shareholders of Goldcorp to be held in
the Windsor Ballroom, Le Royal Meridien King Edward Hotel,
37 King Street East, Toronto, Ontario, Canada, on Monday
January 31, 2005 at 4:00 p.m. (Toronto time) and at
any and all adjournments or postponements thereof (the
“Goldcorp Meeting”).
You recently received a management information
circular and proxy statement dated December 31, 2004 (the
“Goldcorp Meeting Circular”) from the directors and
management of Goldcorp soliciting proxies in respect of the
following resolution to be considered at the Goldcorp Meeting:
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“a resolution to approve the issue to the
holders of common shares, or securities convertible into common
shares, of Wheaton River of an aggregate of up to 200,000,000
common shares of Goldcorp in connection with the offer to
acquire by Goldcorp of all of the common shares of Wheaton River
pursuant to Goldcorp’s offer to purchase (the “Offer
to Purchase”) dated December 29, 2004, as amended from
time to time, and a Subsequent Acquisition Transaction (as
defined in the Offer to Purchase).”
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The resolution to be voted on at the Goldcorp
Meeting (collectively, together with any other resolution that
may properly come before the Goldcorp Meeting, the “Wheaton
River Resolution”) is described in more detail in the
Goldcorp Meeting Circular which is available at www.sedar.com
and also at www.sec.gov.
In order to be approved, the Wheaton River
Resolution must be passed by the affirmative vote of a majority
of the votes cast by holders (the “Goldcorp
Shareholders”) of Goldcorp common shares (the
“Goldcorp Shares”), in person or represented by proxy,
at the Goldcorp Meeting.
Glamis is soliciting BLUE forms of proxy
from the Goldcorp Shareholders to vote AGAINST the
Wheaton River Resolution.
You should be aware that the Glamis Offer is
conditional on, amongst other things, the Wheaton River
Resolution NOT BEING APPROVED at the Goldcorp Meeting.
Accordingly, if the Wheaton River Resolution is approved, a
material condition of the Glamis Offer will not be satisfied and
the Glamis Offer will not proceed.
Glamis strongly recommends that you “VOTE
AGAINST” the Wheaton River Resolution because Glamis
believes that the Glamis Offer, pursuant to which you will
receive, if it is successful, 0.89 common shares of Glamis (a
“Glamis Share”) for each Goldcorp Share that you hold,
will deliver significantly more value to you as compared to the
proposed business combination of Goldcorp and Wheaton River (the
“Goldcorp/ Wheaton River Transaction”) as described in
the Goldcorp Meeting Circular and the documents incorporated by
reference therein. Based on the
volume-weighted average trading price of the Glamis Shares and
the Goldcorp Shares on the New York Stock Exchange
(“NYSE”) for the 30 trading days ended
December 15, 2004, the day before Glamis announced its
intention to make the Glamis Offer, the Glamis Offer represents
a premium of 22.6% over the value of the Goldcorp Shares on the
NYSE for that period. You will lose the opportunity to
receive this premium if the Wheaton River Resolution is approved
and Goldcorp completes the Goldcorp/ Wheaton River
Transaction. The anticipated benefits to you from a
combination of Glamis and Goldcorp are described below under
“Benefits of the Combination of Glamis and Goldcorp”.
More information regarding the combination of
Glamis and Goldcorp, including pro forma financial statements,
are included in the Offer to Purchase and Circular of Glamis
dated January 7, 2005 (the “Glamis Offer
Circular”), the Registration Statement on Form F-10
and Schedule TO filed with the SEC. The Glamis Offer
Circular has been filed with Canadian securities regulatory
authorities and is posted on SEDAR at www.sedar.com. The
Registration Statement on Form F-10 and Schedule TO
have each been filed with the SEC and are available at
www.sec.gov. Upon request to Investor Relations, Glamis at 5190
Neil Road, Suite 310, Reno, Nevada 89502, telephone
(775) 827-4600, Glamis will promptly provide a copy of the
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
7
Glamis Offer Circular, the Registration Statement
and the Schedule TO free of charge to any Goldcorp
Shareholder. The Glamis Offer Circular, the Registration
Statement and the Schedule TO are each hereby incorporated by
reference in this Dissident Circular.
HOW TO VOTE AGAINST
THE WHEATON RIVER RESOLUTION
If you support the Glamis Offer and you want to
preserve your ability to tender to the Glamis Offer, VOTE
AGAINST the Wheaton River Resolution by following the
instructions under “General Proxy Information —
Appointment of Proxies” on page 18 of this Dissident
Circular. If you have already sent in a proxy voting for the
Wheaton River Resolution, you may revoke it by sending in a
proxy solicited hereunder by Glamis.
If you are a registered shareholder of Goldcorp,
please refer to “General Proxy Information —
Appointment of Proxies — Registered Shareholders”
and “General Proxy Information — Revocation of
Proxies — Registered Shareholders” at pages 18
and 20 of this Dissident Circular for important information
about the appointment and revocation of proxies and for
instructions on completing and returning proxy forms.
If your Goldcorp Shares are not registered in
your name and are held in the name of your broker on
your behalf, please refer to “General Proxy
Information — Appointment of Proxies —
Non-Registered (Beneficial) Holders of Goldcorp Shares” at
page 19 of this Dissident Circular and “General Proxy
Information — Revocation of Proxies —
Non-Registered (Beneficial) Holders of Goldcorp Shares” at
page 20 of this Dissident Circular for important
information about the appointment and revocation of proxies and
for instructions on completing and returning proxy forms.
BACKGROUND TO THE GLAMIS BID FOR
GOLDCORP
Most recently, from early August 2004 to the
middle of November 2004, Glamis and Goldcorp held a number of
discussions regarding the combination of the companies. During
this time, Glamis understands that Goldcorp also considered
other strategic options. The discussions with Goldcorp
eventually resulted in a proposal being made by Glamis, to
acquire all of the outstanding common shares of Goldcorp for the
consideration currently being offered under the Glamis Offer.
This proposal of Glamis was accepted by a special, independent
committee of Goldcorp’s board and, Glamis was informed,
considered to be fair by the committee’s financial advisor,
N M Rothschild & Sons. On November 22,
2004, the Glamis proposal was not approved by the Goldcorp board
of directors in a split vote.
On December 6, 2004, Goldcorp and Wheaton
River announced that they had entered into an agreement in
principle to combine their companies pursuant to a share
exchange take-over bid. Under the proposal Goldcorp would offer
one Goldcorp Share for every four common shares of Wheaton
River, representing a premium to be paid by the Goldcorp
shareholders to the shareholders of Wheaton River of
approximately 7% over the average closing market price of the
common shares of Wheaton River for the previous 30 days on
the Toronto Stock Exchange. A definitive agreement in respect of
this proposal was signed on December 23, 2004.
On December 16, 2004, Glamis issued a press
release and held a conference call announcing Glamis’
intention to make the Glamis Offer. Pursuant to the Glamis
Offer, Glamis has offered Goldcorp Shareholders 0.89 of a Glamis
Share for each Goldcorp Share held by them, which represents a
premium to be paid to the Goldcorp Shareholders of 22.6% based
on the volume-weighted average trading price of the Glamis
Shares and the Goldcorp Shares on the NYSE for the 30 trading
days ended December 15, 2004, the day before Glamis
announced its intention to make the Glamis Offer.
In announcing the signing of its definitive
agreement with Wheaton River, on December 23, 2004,
Goldcorp also announced that Goldcorp’s offer would be
conditional upon the approval of the issuance of the Goldcorp
Shares under the offer by a majority of votes cast by
Goldcorp’s shareholders at a shareholders meeting scheduled
for January 31, 2005. Goldcorp also announced that Wheaton
River will be entitled to a $35 million termination fee in
certain circumstances, including if the Goldcorp shareholders do
not approve the Wheaton River Resolution.
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
8
On December 24, 2004, Glamis announced its
intention to proceed with its previously announced take-over bid
for Goldcorp conditional upon, among other things, Goldcorp
shareholders not approving the Wheaton River Resolution.
Goldcorp formally commenced its bid for Wheaton River on
December 29, 2004 and Glamis formally commenced its bid for
Goldcorp on January 7, 2005.
For more background information see
“Background to the Offer” in the Glamis Offer Circular.
BENEFITS OF THE COMBINATION OF GLAMIS AND
GOLDCORP
The Glamis Offer represents a unique opportunity
for the Goldcorp Shareholders to participate in the creation of
a world-class, pure gold producer by combining the complementary
strengths of Glamis and Goldcorp. In addition, given the public
announcement by Goldcorp on September 1, 2004 of
Mr. Robert McEwen’s intention to resign as
Goldcorp’s Chief Executive Officer and of the board of
directors’ intention to search for a new Chief Executive
Officer for Goldcorp, the Glamis Offer addresses the Goldcorp
board’s need for a new Chief Executive Officer through the
succession to Glamis’ knowledgeable, experienced,
professional and operations-orientated management.
Glamis has demonstrated its ability to
effectively build value through the enhancement of mining
operations and processes and by the acquisition of
company’s holding significant mining properties. Glamis has
successfully identified and implemented important mining and
process enhancements at the Marigold mine in California and the
El Sauzal mine in Mexico and has significantly expanded
reserves and resources at the San Martin mine in Honduras,
the Marigold mine and at the Marlin and Cerro Blanco projects in
Guatemala. Since 1998, current management has completed four
significant acquisitions.
Glamis believes the combination of Goldcorp with
Glamis through the Glamis Offer will deliver significantly more
value to the Goldcorp Shareholders as compared to the Goldcorp/
Wheaton River Transaction, for the following reasons:
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Receive a Premium Rather Than Pay a
Premium. Glamis’ Offer of
0.89 of a Glamis Share for each Goldcorp Share represents a
22.6% premium for Goldcorp Shareholders based on the
volume-weighted average trading price for both companies for the
30 trading days on the NYSE immediately before the announcement
of the Glamis Offer on December 16, 2004. In contrast, the
Goldcorp/ Wheaton River Transaction will require Goldcorp to pay
a premium to shareholders of Wheaton River. VOTE AGAINST THE
WHEATON RIVER RESOLUTION IF YOU WANT TO PRESERVE THE OPPORTUNITY
TO RECEIVE A PREMIUM FOR YOUR GOLDCORP SHARES RATHER THAN PAY A
PREMIUM TO WHEATON RIVER SHAREHOLDERS.
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Pure Gold and Gold
Premium. The combination of Glamis
and Goldcorp will maintain and enhance Glamis’ and
Goldcorp’s successful branding as pure gold producers and
the combined company is expected to have cash costs of
production among the lowest in the industry without reliance on
base metal by-product credits and without risk of base metal
price fluctuations. In contrast, Wheaton River relies heavily on
base metal by-product credits to reduce its cash costs of
production. For the nine month period ending September 30,
2004, as reported in its public filings, Wheaton River’s
revenue from copper production accounted for approximately 45%
of total revenues. Glamis believes that investors reward gold
companies with higher valuation multiples relative to those
companies with revenue streams derived from a combination of
precious and base metals. A combination of Glamis and Goldcorp
is unlikely to jeopardize the ability of Glamis to continue to
attract a gold premium share price multiple. By combining with
Wheaton River, Goldcorp’s new business will include
significant base metal production which may affect the ability
of Goldcorp to continue to attract a gold premium share price
multiple. VOTE AGAINST THE WHEATON RIVER RESOLUTION IF YOU
BELIEVE GOLD IS MONEY AND COPPER IS CHANGE AND YOU WANT TO
PRESERVE YOUR GOLD PREMIUM.
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Professional, Operations-Oriented
Management. Glamis will bring to
the combined company a professional, operations-oriented
management team with a chief executive officer experienced in
both acquisitions, and mine development and operations.
Glamis’ approach to operations has always been a bottom-up
approach with the head office providing guidance and direction
to the technical staff at the
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YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
9
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mines and driving efficiency through empowerment
of local management. Based on discussions to date with the
mining staff at Goldcorp, Glamis is confident that this approach
would be highly successful at Red Lake. Glamis has successfully
developed and operated gold mines for the past 25 years and
many of the people responsible for this record of achievement
are still with Glamis in executive or operations roles. VOTE
AGAINST THE WHEATON RIVER RESOLUTION IF YOU WANT EXPERIENCED
MANAGEMENT FOCUSED ON SHAREHOLDER VALUE.
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Glamis believes that the combination of Glamis
and Goldcorp will also provide the following benefits:
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Enhanced Market
Liquidity. The combined company
will have a much larger market capitalization than either Glamis
or Goldcorp alone, which should provide enhanced market
liquidity for the shareholders. In addition, Glamis believes
that the combined company will have a greater market following
and offer greater attraction to a wider range of investors than
either Glamis or Goldcorp do currently on their own.
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A Premier Gold
Producer. The combined company
will be substantially larger than the intermediate gold company
group, but its simple, low-cost operations in stable political
jurisdictions will present a positive alternative to the senior
producers, combining the market liquidity of a senior producer
with the growth potential of an intermediate producer. As a
result, the combined company should attract substantial interest
from gold investors. The combined company will have projected
gold production in 2005 of nearly 1.0 million ounces and
Glamis projects production to grow to 1.4 million ounces by
2007. The combined company would have a large reserve base, with
over 11 million ounces of proven and probable gold reserves
based on December 31, 2003 data.
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Outstanding Growth
Profile. The combination of
expected growth at Red Lake with Glamis’ existing growth
projects provides superior opportunities for enhanced valuations
from fully-permitted, and fully-financed growth projects that
are already under construction. Glamis currently expects annual
production of the combined company to grow by 66% to
1.4 million ounces by 2007. Additionally, Glamis believes
that each of its mines has excellent prospects for discovery and
reserve expansion, providing an additional, new opportunity to
Goldcorp Shareholders to participate in the exploration
potential offered by the Marigold and El Sauzal mines and
the Marlin and Cerro Blanco development projects of Glamis.
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Simple, Wholly-Owned Operations in the
Americas. The combination of
Goldcorp and Glamis will be based upon four outstanding
low-cost, long-life mines in the Americas: Red Lake, Marigold,
El Sauzal and Marlin. Glamis is the operator of each of its
mines and is in control of the future direction of its assets.
In contrast, Wheaton River has a non-operating, minority
interest in its most valuable asset. Glamis also believes that
enhanced management focus and efficient administrative costs are
possible when managing operations within similar time zones and
all within a single day’s travel.
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Expertise to Unlock Additional Value in Red
Lake. Goldcorp’s Red Lake
property is one of the premier high-grade gold mines in the
world. However, in completing its detailed due diligence of Red
Lake, Glamis determined that the full potential of this asset
has not been realized. Glamis believes that the experience of
its management in mine development and operations could lower
unit costs and increase the production rate and asset value of
Red Lake. In particular, Glamis believes that there are good
opportunities to enhance the value of Red Lake by the discovery
of more reserves and lengthening of mine life, achieving cost
savings through mine optimization, increasing throughput and
lowering unit costs, and by considering ways to achieve
meaningful consolidation in the Red Lake camp.
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Financial
Strength. On a pro forma basis,
the combined company will have a strong, liquid balance sheet,
with approximately $500 million in cash, cash equivalents
and bullion as of the 2004 year-end, with total long-term
debt of approximately $30 million. The annual average cash
cost of production of the combined company over the next five
years is projected to be approximately $120 per ounce,
approximately 45% below the average of the senior North American
gold producers. Subject to final board approval, Glamis’
management currently expects that Glamis will pay a dividend to
shareholders of the combined company. Glamis’ management
also intends to seek input from shareholders regarding the
practice of withholding from sale a portion of gold production
in order to take advantage of expected
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YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
10
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higher gold prices in the future. In addition,
the combined company will remain committed to its strategy of
not hedging, with 100% of its gold production and gold reserves
being unhedged.
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Diversified Portfolio of Properties with
Long Mine Life. Glamis has
established a diversified portfolio of new low-cost operations.
The combination of the multiple-property portfolio of Glamis and
the primarily single property portfolio of Goldcorp will provide
diversity of operating risk that the Goldcorp shareholders
currently do not have. Each of the main operations of the
combined Glamis and Goldcorp has considerable mine
life — approximately 10 years for the Glamis
operations and approximately eight years for the Red Lake
property of Goldcorp, based on current reserve estimates for
these properties.
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Low Geopolitical
Risk. The combined new company
will have a relatively low geopolitical risk with all operations
in the Americas and over 75% of reserves located in North
American Free Trade Agreement (NAFTA) countries and the
backing of the World Bank (IFC) at Marlin in Guatemala,
through the establishment of a $45 million term loan
facility.
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Glamis’ Superior Ability to Deliver
Profitable Growth. Glamis has a
proven track record of delivering profitable growth. For
example, at its El Sauzal mine, Glamis started production only
28 months after acquisition, one quarter ahead of initial
schedule. In contrast, Wheaton River acquired the Los Filos
project almost 14 months ago. The project is already at
least one quarter behind schedule and there still is no
feasibility study or permit for the project.
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As another example, Glamis purchased its Marlin
project for $90.9 million in July, 2002 ($42.00 per
ounce of gold contained in the current stated proven and
probable reserves). In contrast, Wheaton River purchased its
Amapari project for $130 million (approximately
$93.50 per ounce of gold contained in the current stated
proven and probable reserves) from EBX Gold Ltd. only six months
after EBX Gold Ltd. purchased the asset from Anglogold South
America for $18.2 million, a 614% increase in six months.
Which company knows best how to build lasting value and deliver
profitable growth for shareholders?
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BY CONTRAST TO THE REASONS SET FORTH ABOVE,
THE GOLDCORP MEETING CIRCULAR OFFERS ONLY NINE SUMMARY LINES OF
TEXT EXPLAINING THE STRATEGIC RATIONALE FOR THE GOLDCORP/
WHEATON RIVER TRANSACTION.
SPECIFIC COMMENTS ON THE GOLDCORP/WHEATON
RIVER TRANSACTION
Under “Benefits of the Combination of Glamis
and Goldcorp” we have provided extensive reasons as to why
Glamis believes the combination with Goldcorp will provide
significantly more value to Goldcorp’s Shareholders. In
comparing the Glamis Offer and the Goldcorp/ Wheaton River
Transaction, Glamis believes you should also consider the
following matters, including a number of risks that were not
raised in the Goldcorp Meeting Circular.
The True Gold Production Cash Costs of Wheaton
River
Wheaton River’s most significant asset is a
non-operating, minority interest in the Alumbrera mine. The mine
operator of Alumbrera, Xstrata plc, and minority interest
partner Northern Orion Resources Inc. both report financial
results of Alumbrera for what it is — a COPPER
MINE — with gold as a by-product. According to Wheaton
River’s public disclosure, if gold and copper were treated
as co-products, for the nine and three month periods ended
September 30, 2004, the cash cost at Alumbrera of producing
gold would have been $163 per ounce and $185 per ounce,
respectively.
Glamis projects the annual average cash cost over
the next five years of the combined Glamis/Goldcorp to be
approximately $120 per ounce of gold produced.
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
11
There is Risk Associated with Wheaton
River’s Earnings
The earnings of Wheaton River are subject to
operations and copper price risks and share dilution.
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Consistent Mining Above Reserve Grade at
Alumbrera. The published ore grade
as at December 31, 2003 for Alumbrera was 0.56 grams
per tonne gold and 0.50% copper. The milled ore grade over
the last five quarters was 0.77 grams per tonne gold and
0.59% copper, approximately 37% and 18% above the reserve grade
for gold and copper, respectively. This implies that ore having
below average mine grade will likely be mined in the future.
Based on these figures, Glamis believes there may be an adverse
impact on Wheaton River’s future earnings.
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Wheaton River’s Earnings are Highly
Leveraged to Copper. The earnings
of Wheaton River are highly leveraged to copper. For the nine
months ended September 30, 2004 approximately 45% of
Wheaton River’s total revenue was derived from copper
production, with an average realized copper price of
$1.31 per pound. The average copper price on the London
Metal Exchange over the last five years is $0.875 per
pound. Wheaton River’s earnings would have been
significantly lower had the price of copper not been at its
highest levels in nearly 15 years.
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Heavy Reliance on Copper
Revenue. On a pro forma basis, for
the nine months ended September 30, 2004, revenues from
copper would represent over 31% of the total revenue of a
combined Goldcorp/Wheaton River, contrary to the assertion of
Wheaton River that the pro forma Goldcorp/Wheaton River copper
revenues would amount to only 19% of total revenue. Is Wheaton
River assuming a substantially lower copper price going forward?
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Future
Dilution. Wheaton River has
completed numerous equity offerings in the last three years, all
of which have included a significant number of long-term share
purchase warrants, most of which remain outstanding. Upon
exercise of all of Wheaton River’s outstanding warrants,
Goldcorp/ Wheaton River’s earnings per share will be
significantly diluted.
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Glamis/Goldcorp Earnings Growth
Upon the completion of the acquisition of
Goldcorp, purchase accounting rules require that Glamis restate
the value of Red Lake to fair market value as a one-time
adjustment, which inevitably impacts the earnings of the
combined company. In addition, in preparing the pro forma
financial statements provided in the Glamis Offer Circular,
Glamis was restricted to using Goldcorp’s publicly
disclosed information. As a result, the depreciation of the
increased value attributed to Red Lake can only be amortized
over the currently stated reserves and resources at Red Lake.
Glamis believes that it can reduce the amount
of annual amortization charge against earnings by expanding
reserves and resources at Red Lake through exploration
success and mining improvements, which will materially increase
earnings of the combined Glamis/Goldcorp.
Historical Earnings have No Relevance to
Future Earnings
Glamis believes that future earnings and earnings
growth, not historical earnings, are indicative of a strong gold
company. Glamis believes that through exploration success and
mining improvements, the combined Glamis/Goldcorp will exhibit
much stronger earnings and superior earnings growth than are
presented in the pro forma financial statements contained in the
Glamis Offer Circular (statements which are required to be
historically-based by applicable laws and accounting rules).
Cash Flow and Net Asset Value Growth Will
Drive Share Price Performance in the Future
Glamis believes that cash flow and net asset
value growth from gold will drive superior share price
performance. Glamis believes that the combined Glamis/Goldcorp
will have outstanding cash flow in the future, unaffected by
accounting treatment. The combined Glamis/Goldcorp is also
expected to have outstanding net asset value growth going
forward, both from the existing Glamis mines and projects and
with Glamis’ vision for Red Lake. This performance should
protect the premium share price multiple accorded to gold
companies which Glamis believes will benefit all the
shareholders of the combined Glamis/Goldcorp.
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
12
Three Goldcorp Directors Did Not Recommend
Approval of the Wheaton River Resolution
In the Goldcorp Meeting Circular it was noted
that the board of directors of Goldcorp was unanimous in
approving the Acquisition Agreement dated December 23, 2004
between Goldcorp and Wheaton River. They, however, were less
than unanimous in recommending that Goldcorp Shareholders
approve the Wheaton River Resolution which is a condition of
proceeding with the Goldcorp/ Wheaton River Transaction. Three
directors abstained from voting on the recommendation to
Goldcorp Shareholders that they approve the Wheaton River
Resolution on the basis, as disclosed in the Goldcorp Meeting
Circular, “that, in their view, both the [acquisition of
Wheaton River] and the proposed offer for Goldcorp Shares
announced by Glamis Gold Ltd. on December 16, 2004 have
merit and, at the time of the meeting held by the Goldcorp Board
of Directors on December 30, 2004, they preferred not to
make a recommendation with respect to either alternative.”
As three of the eight members of the board of
directors of Goldcorp abstained from voting to recommend the
Wheaton River Resolution for approval by Goldcorp Shareholders,
it appears only five members of the board actually voted in
favour of making this recommendation — a bare majority
of the number of directors. See “Questions Goldcorp’s
Shareholders Should Ask Goldcorp”.
QUESTIONS GOLDCORP SHAREHOLDERS SHOULD ASK
GOLDCORP
In addition to the above noted reasons as to why
the Glamis Offer is superior in value for Goldcorp Shareholders
as compared to the Goldcorp/ Wheaton River Transaction, the
following are questions Goldcorp Shareholders should consider
when making their decision.
Why did Goldcorp grant 400,000 new stock options to Rob
McEwen, Chairman and CEO, after he announced he intended to
resign?
Why did Rob McEwen accept stock options in the midst
of merger discussions where a premium was being proposed?
Goldcorp granted Rob McEwen, Chairman and CEO of
Goldcorp, 400,000 new stock options on September 23, 2004. In
reviewing this grant, Goldcorp Shareholders should consider the
following:
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Goldcorp had issued a press release on
September 1, 2004, 22 days before the option grant,
releasing the text of Rob McEwen’s letter announcing
his intention to resign as CEO.
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After receiving Rob McEwen’s
“resignation notice”, Goldcorp announced that it had
retained an executive search firm to search for
Rob McEwen’s successor.
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Negotiations between Glamis and Goldcorp
regarding a potential business combination had been ongoing
through August and September of 2004. The proposed business
combination would have provided a premium to Goldcorp
Shareholders.
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On September 9, 2004, Glamis provided
Rob McEwen with a non-binding written indication of
interest to acquire Goldcorp at an approximate 15% premium to
Goldcorp’s share price based upon recent trading prices of
the shares of both companies.
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On September 20, 2004, Rob McEwen told
Glamis that he wished to continue discussions between Glamis and
Goldcorp concerning a potential business combination.
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On September 23, 2004, Goldcorp granted
Rob McEwen 400,000 stock options. The exercise price for
these options was the current market price for Goldcorp Shares.
At the same time, two other executives were also granted
options, though the number of options granted to Rob McEwen
was 789% greater than the number of options issued to the next
highest recipient (45,000 options).
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The terms of the Goldcorp stock option plan
provide that upon a change of control (which would occur on
completion of the Glamis Offer or the Goldcorp/Wheaton River
Transaction), all outstanding options will immediately vest and
become exercisable.
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The stated purpose of the Goldcorp stock option
plan is to attract and retain superior employees and to provide
a strong incentive for employees and consultants to put forth
maximum effort for the continued
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SUBMIT YOUR BLUE PROXY TODAY.
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success and growth of Goldcorp (a purpose for
which Rob McEwen’s intention to resign appears to be
at odds).
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At the time of this additional option grant,
Rob McEwen had 2,135,000 outstanding options
representing approximately 37% of all outstanding options as at
March 31, 2004.
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In 2003, the year prior to the grant of the new
stock options, Rob McEwen reported that he made a profit of
$67,307,800 upon the exercise and subsequent sale of 5,525,000
previously issued stock options.
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It is difficult to see how Goldcorp concluded
that the grant of options to Rob McEwen in this
circumstance was justified and consistent with the purpose of
the Goldcorp stock option plan, represented a fair exercise
price given the immediate potential for a premium, and was in
the best interests of Goldcorp Shareholders.
By accepting an option grant at the time he was
in discussions with Glamis for an offer at a premium to
Goldcorp’s then current market price, Rob McEwen should
have been aware that his options, while being granted with a
strike price that was at market at the time of grant, had the
potential to, in a very short period of time, increase
substantially in value if the Glamis proposal being discussed
proceeded.
Why did the board of Goldcorp amend the Goldcorp stock
option plan to extend for up to 10 years the period during
which options can be exercised after a change of control?
Sometime during the period from October 2004
until the date of the Goldcorp Meeting Circular, the board of
directors of Goldcorp amended the Goldcorp stock option plan so
that upon a change of control of Goldcorp, all stock options
will remain exercisable for the remainder of their term,
presumably regardless of whether the optionee continued to be
employed by Goldcorp. Before this change, Rob McEwen’s
options would have expired at the latest one year after his
resignation. The amendment of the change of control provisions
of the Goldcorp stock option plan was made, without
shareholder approval, in the face of the following facts:
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Goldcorp had been in discussions with either
Glamis or Wheaton River throughout the latter half of 2004
concerning a change of control transaction.
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The single largest holder of Goldcorp options is
Rob McEwen, who held approximately 37% of the outstanding
options as at March 31, 2004 and who was granted an
additional 400,000 options in September 2004.
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It appears the effect of the amendment is that
upon a change of control, options will remain exercisable for
the remainder of their term irrespective of the date on which an
optionee ceases to be an employee. By way of example, without
the amendment, upon Rob McEwen’s planned resignation and a
change of control, under the terms of the Goldcorp stock option
plan, he would have had at the latest one year after his
resignation within which to exercise all of his options. With
the amendment, upon Rob McEwen’s planned resignation
and a change of control, he will have the remainder of the term
of each of his options within which to exercise them, which for
the most recent grant allows him to wait until
September 23, 2014 in order to exercise. To have over nine
years within which to exercise a fixed price option after having
announced his intention to resign, is a significant benefit
conferred on Rob McEwen.
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The amendment appears to be at odds with the
stated goals of the Goldcorp stock option plan, as it would
reduce incentives to remain as a Goldcorp employee.
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It is difficult to see how the board of directors
of Goldcorp concluded that the amendment to the Goldcorp stock
option plan was justified in these circumstances. Its
overwhelming beneficiary is Rob McEwen who holds by far the
largest number of Goldcorp options and who had already announced
his intention to resign. Without the amendment,
Rob McEwen’s options would expire within one year of
his resignation.
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
14
What has changed since Rob McEwen indicated in a Bloomberg
interview on June 2, 2004 that he had no interest in
Wheaton River?
In a Bloomberg interview on June 2, 2004 Rob
McEwen was asked:
“Are you interested in buying Wheaton
River?” — Rob McEwen “NO”.
“Why not?” — Rob McEwen
“It is not in our part of the world, it’s a more
expensive operation”.
Why did Goldcorp retain an investment banking firm that
had advised Wheaton River and a related entity six times in the
past three years?
The board of directors of Goldcorp, in
recommending the Wheaton River Resolution, indicated that, among
other things, they relied upon the financial analysis provided
by GMP Securities Ltd. (“GMP”) In addition to their
financial analysis, the board of directors of Goldcorp had
retained GMP to provide them with a fairness opinion in
connection with the Goldcorp/ Wheaton River Transaction. GMP was
retained notwithstanding that it had acted as either a financial
advisor or lead/co-lead underwriter for Wheaton River or a
related entity (Silver Wheaton Corp.) at least six times
in the last three years (in May 2002, February 2003,
August 2003, October 2003, July 2004 and November 2004).
It is difficult to see how the board of directors
of Goldcorp concluded that retaining GMP was in the best
interests of Goldcorp Shareholders. Why did the board of
directors of Goldcorp retain GMP, a firm that has had a very
significant relationship with Wheaton River over the past three
years, rather than another firm that did not have a history of
such relationships with Wheaton River? Perhaps this question of
the significance of GMP’s relationship with Wheaton River
has now been answered with Goldcorp’s announcement on
January 12, 2005 that it had retained Bear,
Stearns & Co. Inc., as co-financial adviser with GMP.
Goldcorp Shareholders Should Also Consider:
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Why did Goldcorp in its press release on January 14,
2005, caution investors that the statements made by
Rob McEwen, presumably in respect of the Glamis Offer, have
been made in his personal capacity as a large shareholder and
not as a director or CEO? |
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Why did Rob McEwen exercise 99.97% of his vested stock
option position and sell shares in December 2003, realizing a
profit of $67,307,800 at the same time he was predicting higher
gold prices? |
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Why did Goldcorp sell its gold bullion in December 2003,
again while at the same time Rob McEwen was predicting higher
gold prices? |
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How does Rob McEwen justify accepting, after he had
announced his resignation, 82% of the long-term equity
compensation paid in 2004 to Goldcorp’s most senior
officers? |
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Why does Goldcorp tell its shareholders that “Gold is
Money, Goldcorp is Gold” while offering to pay a premium to
buy a company with 45% of its revenues from copper? |
Please remember that the Glamis Offer is
conditional on, among other things, the Wheaton River Resolution
not being approved at the Goldcorp Meeting. Accordingly, if the
Wheaton River Resolution is approved, a material condition of
the Glamis Offer will not be satisfied and the Glamis Offer will
not proceed. ACCORDINGLY, WE URGE YOU TO “VOTE
AGAINST” THE WHEATON RIVER RESOLUTION.
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
15
INFORMATION CONCERNING GLAMIS
Glamis is a British Columbia, Canada corporation
with its principal executive office located at 5190 Neil
Road, Suite 310, Reno, Nevada 89502, telephone number
(775) 827-4600 and its registered and records office
located at 1500-1055 West Georgia Street, Vancouver,
British Columbia V6E 4N7. Glamis exists under the
Business Corporations Act (British Columbia). The Glamis
Shares are widely held and, to the knowledge of Glamis, no
person holds 10% or more of the issued and outstanding Glamis
Shares.
Glamis is engaged in exploration, mine
development, and the mining and extraction of precious metals.
During 2004, Glamis produced gold from the Marigold Mine,
located in Nevada, the San Martin Mine, located in Honduras, the
El Sauzal Mine located in Mexico and the Rand Mine, located
in California. Glamis has other properties under development:
the Marlin Project and the Cerra Blanco Project, both in
Guatemala.
Glamis’ approach to the acquisition of
mining properties has generally been to seek opportunities
where, in its view, there is significant opportunity to improve
existing mining operations or considerable potential to expand
the mineable reserves certified to date. In 1998, a strategic
plan was adopted to seek out growth opportunities to take
advantage of lower acquisition costs available as a result of
the lower gold price and weak junior share market conditions at
that time. To that end, Glamis completed the acquisition of
Mar-West Resources Ltd. in October 1998, the acquisition of
Rayrock Resources Inc. in February 1999, the acquisition of
Cambior de Mexico, S.A. de C.V. in May 2000, and the acquisition
of Francisco Gold Corp. in July 2002.
For the fiscal year ended December 31, 2003,
Glamis had revenue of approximately $84 million and net
earnings of approximately $18 million. For the nine months
ended September 30, 2004, Glamis had revenues of
approximately $61.3 million and net earnings of
approximately $14.8 million.
Based on the ounces of gold contained in the
proven and probable mineral reserves as at December 31,
2003 on the properties in which Glamis has an interest, and the
ownership interests and rights in such properties held, Glamis
estimates its proven and probable mineral gold reserves to be
approximately 6.3 million contained ounces.
Certain information with respect to the directors
and officers of Glamis is provided in Schedule A attached
hereto.
Except for 2,011 Goldcorp Shares held by Steven
L. Baumann, Vice President, Latin American Operations of Glamis,
to the knowledge of Glamis, as at the date hereof, neither
Glamis, nor its officers, directors or any of their respective
associates or affiliates beneficially own or exercise control or
direction over any Goldcorp Shares or other securities of
Goldcorp or any securities of Goldcorp’s affiliates. Except
for the purchase of Goldcorp Shares by Mr. Baumann on
June 30, 2004, no purchases and sales of Goldcorp Shares or
other securities of Goldcorp have been made by Glamis, its
respective officers and directors and their respective
associates or affiliates, as principal, during the two years
preceding the date hereof.
To the knowledge of Glamis, none of Glamis, its
officers and directors, or their respective associates, is, or
was within the year preceding the date hereof, a party to a
contract or an understanding with any person in respect of
securities of Goldcorp.
See Annex A of the Glamis Offer Circular for
additional information concerning Glamis.
INTEREST OF GLAMIS IN MATTERS TO BE ACTED
UPON
Should the Wheaton River Resolution be approved
at the Goldcorp Meeting, a material condition of the Glamis
Offer will not be satisfied and the Glamis Offer will not
proceed. If the Wheaton River Resolution is defeated and Glamis
completes the Glamis Offer, Glamis currently intends to acquire
all of the Goldcorp Shares, subject to the conditions set forth
in the Glamis Offer, and Goldcorp would become a wholly-owned
subsidiary of Glamis. Accordingly, Glamis has a material
interest in the results of the vote regarding the Wheaton River
Resolution.
To the knowledge of Glamis, and except as
otherwise disclosed in this Dissident Circular, none of Glamis,
nor any of its officers or directors or their respective
associates or affiliates: (i) has or expects to have a
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
16
material interest, direct or indirect, in any
transaction since the beginning of Goldcorp’s last
completed financial year or any proposed transaction that has
materially affected or could materially affect Goldcorp or any
of its affiliates, (ii) has any contract, arrangement or
understanding between them and any other person with respect to
future employment by Goldcorp or any of its affiliates or
election to any office of Goldcorp or any of its affiliates, or
future transactions to which Goldcorp or any of its affiliates
will or may be a party, or (iii) has any material interest,
direct or indirect, by way of beneficial ownership of securities
or otherwise, in any matter to be acted on at the Goldcorp
Meeting.
INFORMATION CONCERNING GOLDCORP
Goldcorp is established under the Business
Corporations Act (Ontario). Its principal executive office
is located at Suite 2700, 145 King Street West,
Toronto, Ontario, Canada M5H 1J8, telephone number
(416) 865-0326.
Outstanding Goldcorp Shares and Principal
Holders
Based on the Acquisition Agreement dated
December 23, 2004 between Goldcorp and Wheaton River, which
is available at www.sedar.com, there were 189,980,188 Goldcorp
Shares outstanding on December 22, 2004 and Goldcorp had
outstanding share purchase options and warrants to acquire an
additional 20,144,479 Goldcorp Shares. Each issued Goldcorp
Share carries the right to one vote at the Goldcorp Meeting.
Information regarding the beneficial ownership,
control or direction over securities of Goldcorp is not within
the knowledge of Glamis. Please refer to the Goldcorp Meeting
Circular for this information.
Executive Compensation, Indebtedness,
Management Contracts and Equity Compensation Plans
Information regarding the compensation of
executives of Goldcorp, the indebtedness of Goldcorp’s
directors and officers or their respective associates and about
management contracts that may be in place at Goldcorp and
securities authorized for issuance under Goldcorp equity
compensation plans is not within the knowledge of Glamis. Please
refer to the Goldcorp Meeting Circular for this information.
Interests in Material Transactions
Information regarding any material interest,
direct or indirect, by way of beneficial ownership of securities
or otherwise in any matter to be acted upon at the Goldcorp
Meeting of any nominee for election as a director of Goldcorp or
any such nominee’s associates or affiliates is not within
the knowledge of Glamis. Information regarding any material
interest, direct or indirect, of any director or officer of
Goldcorp or its subsidiaries, or of any holder of 10% of
outstanding Goldcorp Shares or any of such holder’s
directors or officers is not within the knowledge of Glamis.
Please refer to the Goldcorp Meeting Circular for this
information.
Particulars of Matters to be Acted Upon at the
Goldcorp Meeting
Information concerning particulars of all matters
to be acted upon at the Goldcorp Meeting is as identified in the
Goldcorp Meeting Circular.
Auditor
The auditor of Goldcorp is KPMG, Chartered
Accountants, Suite 3300, Commerce Court West, Toronto,
Ontario, M5L 1B2.
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
17
GENERAL PROXY INFORMATION
Shareholders Entitled to Vote at the Goldcorp
Meeting
The record date for determining Shareholders
entitled to notice of and to vote at the Goldcorp Meeting is
December 31, 2004 (the “Record Date”). Each
Shareholder of record at the close of business on the Record
Date is entitled to receive notice of, and to vote at the
Goldcorp Meeting.
If you were a Shareholder of Goldcorp on the
Record Date, you will retain your right to vote your Goldcorp
Shares at the Goldcorp Meeting even if you deposit those
Goldcorp Shares pursuant to the Glamis Offer.
If you wish to vote AGAINST the Wheaton
River Resolution, you may do so by either:
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(a) |
Using the form of proxy or other voting
procedures described in the Goldcorp Meeting Circular and form
of proxy for voting AGAINST the Wheaton River Resolution, or
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(b) |
Following the voting procedures given below for
voting AGAINST the Wheaton River Resolution.
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Appointment of Proxies
The persons named as proxyholders in the
accompanying BLUE form of proxy are C. Kevin McArthur,
President and Chief Executive Officer of Glamis and Charles A.
Jeannes, Senior Vice President Administration, General Counsel
and Secretary of Glamis.
Registered Shareholders
Registered Shareholders who wish to use
Glamis’ form of proxy to vote AGAINST the Wheaton
River Resolution, should carefully complete and sign their
proxies in accordance with the instructions contained on the
BLUE form of proxy in order to ensure that their proxies can be
used at the Goldcorp Meeting. The accompanying BLUE form of
proxy revokes any and all prior proxies given in connection with
voting on the matters to be considered at the Goldcorp Meeting.
A Goldcorp Shareholder has the right to appoint a person
other than the persons designated above to attend and represent
such Goldcorp Shareholder at the Goldcorp Meeting by inserting
the name of its proxyholder in the blank space provided on the
BLUE form of proxy or by completing another proper form of
proxy. The person or company so designated need not be a
shareholder of Goldcorp, but must attend the Goldcorp Meeting to
vote on your behalf.
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
18
Please sign and date the enclosed BLUE form of
proxy and return it today (i) by fax (at the number
specified below) and then (ii) by mail to the address
specified in the enclosed envelope or by delivery to:
CIBC Mellon Trust Company
Proxy Dept.
200 Queens Quay East, Unit 6
Toronto, Ontario, Canada
M5A 4K9
TOLL FREE FAX: 1-866-781-3111
To ensure your vote is counted, your BLUE
proxy must be received by CIBC Mellon Trust Company no later
than the close of business (Toronto time) on January 26,
2005 in order to be deposited with Goldcorp’s registrar and
transfer agent in time to be used at the Goldcorp Meeting, or,
in the event of an adjournment or postponement of the Goldcorp
Meeting, no later than 48 hours, excluding Saturdays and
holidays before the time for holding the adjourned or postponed
Goldcorp Meeting.
In order to ensure timely receipt, Glamis
recommends that all Goldcorp Shareholders who wish to “VOTE
AGAINST” the Wheaton River Resolution deliver their
BLUE proxies via fax followed by mail or delivery as
described above.
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Non-Registered (Beneficial) Holders of
Goldcorp Shares |
If your Goldcorp Shares are not registered in
your name, you are a non-registered shareholder
(“Non-Registered Holder”). If you are a Non-Registered
Holder, your shares are most likely held in the name of an
intermediary, such as, among others, banks, trust companies,
securities dealers or brokers or trustees or administrators of
self-administered RRSPs, RRIPs, RESPs and similar plans (each,
an “Intermediary”). Intermediaries are required to
forward meeting materials to Non-Registered Holders unless a
Non-Registered Holder has waived the right to receive them. Very
often, Intermediaries will use service companies to forward
meeting materials to Non-Registered Holders. Generally,
Non-Registered Holders who have not waived the right to receive
meeting materials will either:
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(a) |
be given a proxy that has already been signed by
the Intermediary (typically by a facsimile, stamped signature),
which is restricted as to the number of shares beneficially
owned by the Non-Registered Holder but which is otherwise
uncompleted, which form of proxy need not be signed by the
Non-Registered Holder; or
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(b) |
more typically, be given a voting instruction
form that must be completed and signed by the Non-Registered
Holder in accordance with the directions on the voting
instruction form (which may in some cases permit the completion
of the voting instruction form by telephone and internet with
the use of a control number provided on the voting instruction
form).
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The purpose of these procedures is to permit
Non-Registered Holders to direct the voting of the shares they
beneficially own. Should a Non-Registered Holder wish to attend
and vote at the Goldcorp Meeting in person(or have another
person attend and vote on behalf of the Non-Registered Holder),
the Non-Registered Holder should strike out the names of the
persons named in the proxy provided by the Intermediary, and
insert the name of the Non-Registered Holder (or such other
person voting on behalf of the Non-Registered Holder) in the
blank space provided or, in the case of a voting instruction
form, follow the corresponding instructions on the form. In
either case, Non-Registered Holders should carefully follow the
instructions of their Intermediaries, including instructions
regarding when and where the proxy provided by the Intermediary
(or voting instruction form) is to be delivered.
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
19
Revocation of Proxies
A registered Shareholder who has submitted a
proxy may revoke it by: (a) completing and signing a valid
proxy bearing a later date and returning it to CIBC Mellon Trust
Company, as described above; or (b) depositing an
instrument in writing signed by the registered Shareholder or by
an attorney authorized in writing or, if the registered
Shareholder is a corporation, by a duly authorized officer or
attorney, either (i) at the registered office of Goldcorp
(Suite 2700, 145 King Street West, Toronto, Ontario,
Canada M5H 1J8, telephone number (416) 865-0326) at
any time up to and including the last business day preceding the
day of the Goldcorp Meeting or any adjournment thereof, or
(ii) with the Chairman of the Goldcorp Meeting prior to the
commencement of the Goldcorp Meeting on the day of the Goldcorp
Meeting or any adjournment thereof; or (iii) in any other
manner permitted by law.
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Non-Registered (Beneficial) Holders of
Goldcorp Shares |
A Non-Registered Holder of Goldcorp Shares may
revoke a form of proxy or voting instruction form given to an
Intermediary by contacting the Intermediary through which the
Non-Registered Holder’s Goldcorp Shares are held and
following the instructions of the intermediary respecting the
revocation of proxies. In order to ensure that an Intermediary
acts upon a revocation of a proxy form or voting instruction
form, the written notice should be received by the Intermediary
well in advance of the Goldcorp Meeting.
Voting of Shares Represented by
Proxy
Subject to the provisions of the Business
Corporations Act (Ontario), Goldcorp Shares represented by
properly executed proxies solicited by Glamis will be voted or
withheld from voting in accordance with the instructions of the
applicable Goldcorp Shareholder on any ballot that may be called
for and where the Goldcorp Shareholder has specified a choice
with respect to voting, the Goldcorp Shares will be voted
accordingly. If no choice is specified in a deposited BLUE
form of proxy, the Goldcorp Shares represented by such proxies
will be voted “AGAINST” the Wheaton River
Resolution.
The enclosed BLUE form of proxy confers
discretionary authority upon the persons named therein to vote
in the judgment of such persons in respect of amendments or
variations, if any, to matters identified in the Notice of
Goldcorp Meeting and other matters, if any, which may properly
come before the Goldcorp Meeting. As at the date hereof, Glamis
is not aware of any such amendments, variations or other matters
to be presented for action at the Goldcorp Meeting. If any
amendment or variation or other matter should properly come
before the Goldcorp Meeting, the Goldcorp Shares represented by
such proxies will be voted on such matters in accordance with
the best judgment of the proxy nominee.
Solicitation of Proxies
This solicitation of proxies is being made by or
on behalf of Glamis and not by or on behalf of the current
management of Goldcorp. Proxies may be solicited by or on behalf
of Glamis by mail or other method of delivery of solicitation
materials, e-mail, telephone, telecopier or other electronic
means and in person. Solicitations made by Glamis may be made by
directors and officers or regular employees of Glamis, none of
whom will receive additional compensation for such solicitation.
Glamis may request banks, brokerage houses and other custodians,
nominees and fiduciaries to forward all of the solicitation
materials sent to them by Glamis to the beneficial owners of the
Goldcorp Shares they hold as registered owner. Glamis will
reimburse them for customary clerical and mailing expenses
incurred by them in forwarding these materials to their
customers.
Glamis has engaged the services of Georgeson
Shareholder Communications Canada, Inc. to assist it in the
solicitation of proxies. Georgeson Shareholder Communications
Canada, Inc. will receive a fee from Glamis of up to $80,000 in
connection with the services rendered for and on behalf of
Glamis and will be reimbursed by Glamis for certain
out-of-pocket expenses incurred by it.
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
20
The costs incurred in the preparation and
distribution of the Dissident Circular and the solicitation of
proxies will be borne by Glamis. If the solicitation of proxies
is successful, Glamis will request that Goldcorp reimburse it
for such costs.
No person is authorized to make any
representations on behalf of Glamis other than those contained
in this Dissident Circular and, if any such information or
representations are given or made, such representations must not
be relied upon as having been authorized to be given or made.
SOURCE OF INFORMATION CONCERNING GOLDCORP AND
WHEATON RIVER
The information concerning Goldcorp and Wheaton
River contained in this Dissident Circular has been taken from
or is based upon publicly available documents or records
(including the Goldcorp Meeting Circular) on file with Canadian
securities regulatory authorities and which are available at
www.sedar.com and the SEC at www.sec.gov. Although Glamis has no
knowledge that would indicate that any statements contained
herein which are taken from or based upon such documents and
records or other public sources are untrue or incomplete, Glamis
does not assume any responsibility for the accuracy or
completeness of the information taken from or based upon such
documents, records and public sources, or for any failure by
Goldcorp or Wheaton River to disclose publicly events or facts
which may have occurred or which may affect the significance or
accuracy of any such information, but which are unknown to
Glamis.
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
21
CERTIFICATE
Unless otherwise indicated, the information in
this Dissident Circular is given as of December 31, 2004.
This Dissident Circular complies with the regulations made under
the Business Corporations Act (Ontario). A copy of this
Dissident Circular has been sent to Goldcorp, each member of the
board of directors of Goldcorp, each Goldcorp Shareholder
entitled to notice of the Goldcorp Meeting and the auditor of
Goldcorp. The contents and the sending of this Dissident
Circular have been approved by the board of directors of Glamis
Gold Ltd.
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GLAMIS GOLD LTD.
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January 17, 2005
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(Signed)
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C. KEVIN MCARTHUR
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President and Chief Executive Officer
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YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
22
SCHEDULE A
The name, business address, the current position
with Glamis and the principal occupation of each director and
officer of Glamis for the past five years is provided below.
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| Name & Business Address (1) |
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Position with Glamis | |
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Principal Occupation |
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A. Dan Rovig
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Chairman of the Board of Directors |
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Chairman of the Board of Directors of Glamis, a
position he has held since November 1998.
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C. Kevin McArthur
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President, Chief Executive Officer, Director |
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President, Chief Executive Officer and Director
of Glamis, positions he has held since January 1998.
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Charles A. Jeannes
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Senior Vice- President Administration, General Counsel and Secretary |
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Senior Vice-President Administration, General
Counsel and Secretary of Glamis, positions he has held since
April 1999.
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James S. Voorhees
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Vice President and Chief Operating Officer |
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Vice President and Chief Operating Officer of
Glamis, positions he has held since June 1999.
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Cheryl S. Maher
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Vice President Finance, Chief Financial Officer and Treasurer |
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Vice President Finance, Chief Financial Officer
and Treasurer of Glamis, positions she has held since March
2000. Prior to that, she was Treasurer of Glamis from September
1999 to March 2000 and Assistant Treasurer of Glamis from April
1999 to September 1999.
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Steven L. Baumann
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Vice President, Latin American Operations |
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Mr. Baumann is the Vice President, Latin
America Operations of Glamis, a position he has held since
January 1999. Prior to that, he was the Vice President and
General Manager of Chemgold, Inc. (a subsidiary of Glamis) from
August 1997 to December 1999.
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David L. Hyatt
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Vice President, U.S. Operations |
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Vice President, U.S. Operations of Glamis, a
position he has held since June 2002. Prior to that, he was Vice
President, Investor Relations of Glamis from March 2000 to June
2002, Vice President, Nevada Operations of Glamis from April
1999 to March 2000, and Vice President, General Manager of
Glamis Rand Mining Co. (a subsidiary of Glamis) from August 1997
to April 1999.
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Unless otherwise indicated, the principal
business address of the individuals listed is that of Glamis,
5190 Neil Road, Suite 310, Reno, Nevada 89502-8502.
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YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
A-1
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| Name & Business Address (1) |
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Position with Glamis | |
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Principal Occupation |
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Michael A. Steeves
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Vice President, Investor Relations |
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Vice President, Investor Relations of Glamis, a
position he has held since June 2002. Prior to joining Glamis,
he was Director of Investor Relations at Coeur d’Alene
Mines Corp. from November 1998 to May 2002. Coeur d’Alene
Mines Corp. is a producer of precious metals and is located at
505 Front Ave., P.O. Box “I”, Coeur d’Alene,
Idaho 83816.
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A. Ian S. Davidson
3100-666 Burrard Street
Vancouver, British
Columbia V6C 3C7
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Director |
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Director of Glamis, currently a Vice President
and Investment Advisor at RBC Dominion Securities Inc., a
position he has held since February 1992. The Vancouver Office
of RBC Dominion Securities Inc. is located at 3100-666 Burrard
Street, Vancouver, British Columbia, V6C 3C7.
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Jean Depatie
130 Somnet Trinite
St. Bruno, Quebec
J3V 6E4
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Director |
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Director of Glamis and currently President of
Decamine Inc., a private consulting firm located at 130 Somnet
Trinite, St. Bruno, Quebec, J3V 6E4. Previously, he was
President and Chief Executive Officer of Gold Hawk Resources
Inc. from May 1997 to November 2003. Gold Hawk Resources Inc. is
a gold and precious metal producer located at 95 Wellington
Street West, Suite 950, Toronto, Ontario, M5J 2N7.
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Kenneth F. Williamson
1490 Port Cunnington Road
Unit #1
Dwight, Ontario
P0A 1H0
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Director |
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Director of Glamis. He has been retired from
Merrill Lynch Canada Inc. as Vice Chairman Investment Banking
since 1998.
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P. Randy Reifel
201-1512 Yew Street
Vancouver, British Columbia
V6K 3E4
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Director |
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Director of Glamis and currently President of
Chesapeake Gold Ltd., a position he has held since July 2002.
Chesapeake Gold Ltd. is a mining company located at #201-1512
Yew Street, Vancouver, British Columbia, V6K 3E4, which was
formed as part of a merger between Glamis and Francisco Gold
Corp. Prior to that, he was President of Francisco Gold Corp., a
mining company located at the same address.
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| (1) |
Unless otherwise indicated, the principal
business address of the individuals listed is that of Glamis,
5190 Neil Road, Suite 310, Reno, Nevada 89502-8502.
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YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
A-2
TIME IS SHORT!
WE URGE YOU TO VOTE AGAINST
THE RESOLUTION AUTHORIZING THE ISSUANCE OF
GOLDCORP SHARES
IN CONNECTION WITH GOLDCORP’S OFFER TO
PURCHASE ALL OF THE
COMMON SHARES OF WHEATON RIVER
TODAY!
CAST YOUR VOTE NOW — HERE’S
HOW
If, after reading this Dissident Circular, you
agree that the Glamis Offer, pursuant to which you will receive,
if it is successful, 0.89 common shares of Glamis for each
Goldcorp Share that you hold, will deliver significantly more
value to you as compared to the business combination of Goldcorp
and Wheaton River, please follow the instructions on the
accompanying BLUE form of proxy.
To ensure that your vote counts, vote your
BLUE proxy TODAY. Time is of the essence — please act
immediately. Your BLUE proxy must be received by close of
business (Toronto time) on January 26, 2005 in order to be
deposited with Goldcorp’s registrar and transfer agent in
time to be used at the meeting.
If you have any questions or require
assistance
in voting your Goldcorp common
shares
please contact:
GEORGESON SHAREHOLDER COMMUNICATIONS CANADA,
INC.
66 Wellington Street West
TD Tower, Suite 5210
Toronto Dominion Centre
Toronto, Ontario M5K 1J3
Shareholders’ North American Number:
1-877-288-7946
U.S. Banks and Brokers Call Collect:
212-440-9800
PLEASE VISIT OUR WEB-SITE FOR REGULAR UPDATES
AT WWW.GLAMIS.COM
YOUR VOTE IS EXTREMELY IMPORTANT. PLEASE
SUBMIT YOUR BLUE PROXY TODAY.
DISSIDENT FORM OF PROXY
for the Special Meeting of Shareholders
of
GOLDCORP INC.
This proxy is solicited by Glamis Gold Ltd.
(“Glamis Gold”) and not by or on behalf of management
of Goldcorp Inc. (the “Corporation”), and will be used
at the Special Meeting of Shareholders of the Corporation to be
held on January 31, 2005 (the “Goldcorp
Meeting”).
THIS PROXY MUST BE RECEIVED NO LATER THAN THE
CLOSE OF BUSINESS
(TORONTO TIME) ON JANUARY 26, 2005.
SEE BACK FOR DELIVERY INSTRUCTIONS
The undersigned holder of common shares of the
Corporation, revoking all proxies previously given, hereby
nominates, constitutes, and appoints C. Kevin McArthur, or
failing him, Charles A. Jeannes, or failing him, Clay Horner, or
instead of any of them,
as the true and lawful attorney and proxyholder of the
undersigned, with full power of substitution, to attend, vote
and otherwise act for and on behalf of the undersigned in
respect of all matters that may come before the Goldcorp
Meeting, to be held at 4:00 p.m. (Toronto time) on the
31st day of January, 2005 in Toronto, Ontario, and at every
adjournment thereof, and at every poll or ballot that may take
place in consequence thereof, to the same extent and with the
same powers as if the undersigned were present at such meeting.
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Glamis Recommends that Shareholders Vote AGAINST the Resolution Described Below |
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1. |
To approve the issue to the holders of common
shares, or securities convertible into common shares, of Wheaton
River Minerals Ltd. (“Wheaton”) of an aggregate of up
to 200,000,000 common shares of Goldcorp Inc.
(“Goldcorp”) in connection with the offer to acquire
by Goldcorp of all the common shares of Wheaton pursuant to
Goldcorp’s offer to purchase (the “Offer to
Purchase”) dated December 29, 2004, as amended from
time to time, and a Subsequent Acquisition Transaction (as
defined in the Offer to Purchase).
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o for o AGAINST |
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DATED the
day of
, 2005.
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Signature of Shareholder
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Name of Shareholder (please print) |
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FAX TO CIBC Mellon Trust Company of
Canada at: Toll Free 1-866-781-3111 |
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The common shares of Goldcorp represented by
this proxy will be voted or withheld from voting in accordance
with the instructions of the shareholder on any ballot that may
be called for and where a choice is specified, the shares shall
be voted accordingly. Where no choice is specified for the
matters referred to in Item 1 above, the common shares
represented by this proxy shall be voted AGAINST the matter
referred to in such item. |
Notes:
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| 1. |
This proxy confers authority on the person so
named to vote in accordance with his judgment as to any
amendments or variations to the following matters and as to any
other matters which may properly come before the Goldcorp
Meeting and any adjournment thereof. Mr. McArthur and
Mr. Jeannes are the President and Chief Executive Officer
and the Senior Vice-President, Administration, General Counsel
and Secretary, respectively, of Glamis Gold, and Mr. Horner
is a partner at Osler, Hoskins & Harcourt LLP, special
counsel to Glamis Gold.
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| 2. |
Without limiting the general authorization and
powers conferred hereby, this proxy hereby instructs the named
proxyholder to vote the common shares represented by this form
of proxy as indicated herein and hereby revokes any proxy
previously given.
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This form of proxy must be dated and signed by
the shareholder or by the shareholder’s attorney authorized
in writing or, if the shareholder is a body corporate, this form
of proxy must be executed by an officer or attorney thereof
properly authorized. This proxy is only valid in respect of the
Goldcorp Meeting or any adjournment or postponement thereof.
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| 4. |
All shareholders should refer to (i) the
dissident proxy circular dated January 17, 2005 of Glamis
Gold (the “Dissident Circular”) for further
information regarding completion and use of this form of proxy
and (ii) the Dissident Circular and the Goldcorp management
information circular sent in connection with the Goldcorp
Meeting for other information pertaining to the Goldcorp Meeting.
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A shareholder has the right to appoint a
person or company other than the persons designated herein to
attend and act for such shareholder and on such
shareholder’s behalf at the Goldcorp Meeting or any
adjournment thereof. You may do so by striking out the names of
the persons designated herein and inserting in the blank space
provided for that purpose the name of the desired person or
company or by completing another proper form of proxy. The
person or company so designated need not be a shareholder of
Goldcorp, but must attend the Goldcorp Meeting or adjournment
thereof to vote on your behalf. |
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| 6. |
If any amendments or variations to matters
identified in the Notice of the Goldcorp Meeting are proposed at
the Goldcorp Meeting or any adjournment or postponement thereof
or if any other matter properly comes before the Goldcorp
Meeting or any adjournment or postponement thereof, this proxy
confers discretionary authority on the person named herein to
vote on such amendments or variations or such other matters
according to the judgement of the person voting the proxy at the
Goldcorp Meeting or any adjournment or postponement thereof.
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| 7. |
To ensure your vote is counted, your proxy must
be received by CIBC Mellon Trust Company no later than close of
business (Toronto time) on January 26, 2005 in order to be
deposited with Goldcorp’s registrar and transfer agent in
time to be used at the Goldcorp Meeting. Please sign, date and
return your proxy today (i) by fax (at the number specified
below) and then (ii) by mail to the address specified in
the enclosed envelope or by delivery to one of the addresses
specified below. Although a prepaid envelope is enclosed
there is no assurance that proxies returned by mail will arrive
in time to be counted. If the proxy is not dated, it will
be deemed to be dated on the date on which it is mailed to the
shareholder by Glamis Gold.
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Time is of the essence, return your proxy
today!
PLEASE ENSURE THAT YOU:
1. Sign and date
this proxy.
2. Return your proxy
to:
CIBC Mellon Trust Company
Proxy Dept.
200 Queens Quay East, Unit 6
Toronto, Ontario, Canada
M5A 4K9
TOLL FREE FAX 1-866-781-3111
If you have any questions or require assistance
in voting your Goldcorp common shares, please call Georgeson
Shareholder Communications Canada, Inc.:
North American Toll Free Number:
1-877-288-7946
U.S. Banks and Brokers call collect:
212-440-9800
