Filed by Goldcorp Inc.
Pursuant to Rule 165 and Rule 425 under
the United States Securities Act of 1933, as amended
Subject Company: Wheaton River Minerals Ltd.
Commission File No. 333-121725
Date: February 3, 2005
An advertisement of Goldcorp Inc. in the attached form was published in the February 3, 2005 editions of the Wall Street Journal, Globe and Mail, Montreal Gazette and Investors Business Daily:
VOTE WHEATONREJECT GLAMIS!
Dear Goldcorp Shareholder:
The future of Goldcorp is in your hands. Our friendly merger with Wheaton River has been challenged by a hostile take-over bid from Glamis Gold. We believe the merger with Wheaton, more than any other transaction today, will increase the value of your Goldcorp shares. After thorough analysis, Goldcorps Board of Directors and its financial advisors came to the same conclusionthe Wheaton acquisition is the best choice for Goldcorp shareholders!
The New Goldcorp will be the lowest-cost million-ounce gold producer in the world! With a low risk profile, world-class assets and an exceptional balance sheet, the New Goldcorp will be uniquely positioned in the gold industry.
THE CHOICE IS CLEAR: THE WHEATON TRANSACTION IS SUPERIOR!
Investment Criteria | WHEATON | GLAMIS | ||||||
Valuation
|
ü Attractive | û Overvalued | ||||||
Earnings
|
ü Now | û Future | ||||||
Value Creation
|
ü Accretive | û Dilutive | ||||||
Development Profile
|
ü Low Risk | û High Risk | ||||||
Gold Production 2004
|
ü 512,900 ounces | û 234,000 ounces | ||||||
Operating Performance
|
ü Exceeds Budgets | û Misses Targets | ||||||
Underground Mines
|
ü Proven Track Record | û None | ||||||
Cash & Securities
|
ü >$400 mm | û <$25 mm | ||||||
Protect the future of your investment. VOTE FOR THE GOLDCORP/WHEATON TRANSACTION TODAY! To make sure your vote counts, please ensure that your proxy is received by February 8, 2005, 9 A.M. Toronto time.
Best regards,
GOLDCORP INC.
By: Robert R. McEwen
Chairman and Chief Executive Officer
Only your latest, dated
proxy counts. Please sign, date and return your GREEN proxy today or
follow the easy directions on your GREEN proxy to vote by telephone or Internet. If you
have already returned a blue proxy, you have every right to change
your vote.
Please visit www.goldcorp.com for further information and regular updates.
Shareholders with questions about how to vote their shares, please call our proxy solicitors:
In Canada
|
In the United States and Other Locations | |
Kingsdale Shareholder Services Inc.
|
Innisfree M&A Incorporated | |
Call Toll-Free: 1-866-749-5464
|
Call Toll-Free from the U.S.: 1-877-750-9501 | |
Banks and Brokers Call Collect: 416-867-2335
|
Call Collect from Other Locations: 646-822-7412 | |
Banks and Brokers Call Collect: 212-750-5833 |
Forward
looking statement disclosure.
Certain statements included in this document constitute forward looking statements concerning the
business, operations and financial performance and condition of Goldcorp, Wheaton and Glamis. Such
forward looking statements, including, but not limited to, those with respect to the prices of
gold, copper and silver, the timing and amount of estimated future production, costs of production,
capital expenditures, reserves determination, costs and timing of the development of new deposits
and permitting time lines, involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of Goldcorp, Wheaton or Glamis,
respectively, to be materially different from any future results, performance or achievements
expressed or implied by such 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
and the future prices of gold, copper and silver. Although Goldcorp has attempted to identify
important factors that could cause actual results to differ materially from those contained in
forward looking statements, there may be other factors that cause results not anticipated,
estimated or intended. There can be no assurance that such statements will prove to be accurate as
actual results and future events could differ materially from those anticipated in such statements.
Many of these factors are beyond the control of Goldcorp and its subsidiaries. Consequently, all of
the forward looking statements made in this document are qualified by these cautionary statements
and there can be no assurance that the expected results or developments anticipated by Goldcorp
will be realized.
This advertisement is neither an offer to purchase securities nor a solicitation of an offer to
sell securities. Goldcorp has filed the following documents with Canadian securities regulatory
authorities in connection with its offer to purchase all of the outstanding common shares of
Wheaton River Minerals Ltd.: (1) a take-over bid circular and (2) a notice of special meeting of
Goldcorp shareholders and management information circular. Goldcorp has filed the following
documents with the United States Securities and Exchange Commission in connection with its offer to
purchase all of the outstanding common shares of Wheaton River Minerals Ltd.: (1) a registration
statement and prospectus and (2) a tender offer statement (which includes as an exhibit the notice
of special meeting of Goldcorp shareholders and management information circular). Wheaton River has
filed a directors circular with Canadian securities regulatory authorities and a
solicitation/recommendation statement with United States Securities and Exchange Commission with
respect to Goldcorps offer. Glamis Gold Ltd. has filed a take over bid circular with Canadian
securities regulatory authorities in connection with its offer to purchase all of the outstanding
common shares of Goldcorp. Glamis has filed the following documents with the United States
Securities and Exchange Commission in connection with its offer to purchase all of the outstanding
common shares of Goldcorp: (1) a registration statement and prospectus and (2) tender offer
statement. Goldcorp has filed a directors circular with Canadian securities regulatory authorities
and a solicitation/recommendation statement with United States Securities and Exchange Commission
with respect to Glamis offer. Wheaton River investors and shareholders are strongly advised to
read the Goldcorp registration statement and prospectus, the Goldcorp tender offer statement and
the Wheaton River solicitation/recommendation statement, as well as any amendments and supplements
thereto, because they contain important information. Goldcorp investors and shareholders are
strongly advised to read the Goldcorp notice of special meeting of Goldcorp shareholders and
management information circular (which is included as an exhibit to Goldcorps tender offer
statement) and the Goldcorp solicitation/recommendation statement, as well as any amendments and
supplements thereto, because they contain important information. Investors and shareholders may
obtain free copies of the documents described above at www.sedar.com or from the Securities and
Exchange Commissions website at www.sec.gov. Free copies of the following documents can also be
obtained by directing a request to Goldcorp at the address referred to below: (1) the Goldcorp
take-over bid circular, (2) the related letter of transmittal, (3) the Goldcorp notice of special
meeting of Goldcorp shareholders and management information circular, (4) the Goldcorp registration
statement and prospectus, (5) the Goldcorp tender offer statement, (6) the Goldcorp directors
circular, (7) the Wheaton River directors circular and (8) certain other documents.