FILED BY COEUR D'ALENE MINES CORPORATION PURSUANT
TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND
DEEMED FILED PURSUANT TO RULE 14A-12 UNDER THE
SECURITIES EXCHANGE ACT OF 1934.
SUBJECT COMPANY: WHEATON RIVER MINERALS LTD.
(NO. 1-31561)
COEUR BOOSTS CASH COMPONENT IN WHEATON RIVER MERGER PROPOSAL -
SHAREHOLDERS TO NOW RECEIVE 23% OF TOTAL VALUE IN CASH
SEND A STRONG MESSAGE TO YOUR BOARD THAT IT SHOULD NEGOTIATE WITH
COEUR REGARDING OUR IMPROVED SUPERIOR MERGER PROPOSAL
VOTE AGAINST THE PROPOSED WHEATON RIVER-IAMGOLD PLAN OF
ARRANGEMENT ON THE GREEN PROXY CARD TODAY
June 21, 2004
Dear Wheaton River Shareholder:
Today, Coeur d'Alene Mines Corporation ("Coeur") boosted the cash component
of its merger proposal to Wheaton River Minerals Ltd. ("Wheaton River") by C$285
million, funded through a committed financing from a major international
investment bank. COEUR'S INCREASED CASH COMPONENT NOW ENABLES COEUR TO PAY
WHEATON RIVER SHAREHOLDERS A MINIMUM OF C$1.00 PER WHEATON RIVER SHARE IN CASH -
REPRESENTING 23% OF THE CURRENT VALUE OF COEUR'S MERGER PROPOSAL.(1)
With a new vote of Wheaton River shareholders now scheduled for July 6,
2004 regarding the proposed Wheaton River-IAMGold Corporation ("IAMGold") plan
of arrangement, COEUR STRONGLY RECOMMENDS THAT ALL WHEATON RIVER SHAREHOLDERS
VOTE AGAINST THE PROPOSED IAMGOLD TRANSACTION ON THE GREEN PROXY CARD TODAY. By
doing so, you will be sending a strong message to your Board of Directors that
you want it to negotiate with Coeur regarding Coeur's enhanced superior merger
proposal.
COEUR IS COMMITTED TO COMPLETING A COMBINATION WITH WHEATON RIVER
While it is Coeur's desire to complete a friendly business combination with
Wheaton River by way of a plan of arrangement, if the Wheaton River Board
continues to refuse to negotiate with Coeur, Coeur will consider other
transaction alternatives, including making a formal offer directly to the
shareholders of Wheaton River.
DON'T MISS THE OPPORTUNITY TO VOTE AT THE NEW SPECIAL MEETING.
THE EARLY CUTOFF FOR VOTING YOUR PROXY IS 11:00 AM (TORONTO TIME) ON JULY 2,
2004. DUE TO THE HOLIDAY ON JULY 1, 2004 BENEFICIAL SHAREHOLDERS IN CANADA
SHOULD FAX OR DELIVER THEIR GREEN PROXY CARD VIA OVERNIGHT EXPRESS TO THEIR
INTERMEDIARY BY NOON ON JUNE 30, 2004. BENEFICIAL SHAREHOLDERS IN THE UNITED
STATES SHOULD VOTE BY TELEPHONE/INTERNET OR DELIVER THEIR GREEN PROXY CARD VIA
OVERNIGHT EXPRESS TO THEIR INTERMEDIARY BY NOON ON JULY 1, 2004. IF SHAREHOLDERS
HAVE ANY QUESTIONS ABOUT HOW TO REVOKE OR CHANGE THEIR VOTE, PLEASE CALL
MACKENZIE PARTNERS, INC. AT 1-800-322-2885 (TOLL-FREE) OR 212-929-5500 (CALL
COLLECT).
WE BELIEVE COEUR'S ENHANCED MERGER PROPOSAL IS CLEARLY SUPERIOR TO
THE WHEATON RIVER-IAMGOLD PLAN OF ARRANGEMENT
AND IN THE BEST INTERESTS OF ALL WHEATON RIVER SHAREHOLDERS
---------------
(1) Assuming all of the current outstanding Wheaton River shareholders elect to
receive cash, based on the number of issued and outstanding Wheaton River
common shares on May 27, 2004, the date Coeur first announced its proposal.
Based on closing share prices on May 27, 2004, Coeur's enhanced merger
proposal will provide Wheaton River shareholders a total value of approximately
C$5.00 for each Wheaton River common share, of which at least C$1.00 is cash.
Coeur's enhanced merger proposal represents:
- A premium of C$0.94 for each Wheaton River common share over the IAMGold
proposal based on closing share prices on May 27, 2004.
- An increase of approximately 11% over Coeur's initial proposal that was
announced on May 27, 2004.
- A premium of 26% to Wheaton River's closing share price on May 27, 2004.
- An opportunity for Wheaton River shareholders to receive 23% of the
consideration (based on Coeur's closing share price on June 18, 2004)
for their Wheaton River common shares in cash even if all Wheaton River
shareholders choose to receive cash.
IN CONTRAST, THE WHEATON RIVER-IAMGOLD PLAN OF ARRANGEMENT OFFERS WHEATON
RIVER SHAREHOLDERS NO CASH WHATSOEVER AND LESS TOTAL VALUE, AS WELL AS LESS
GROWTH, SIGNIFICANTLY LESS TRADING LIQUIDITY, NO OPERATING SYNERGIES, AND NO
MANAGEMENT OPERATIONAL EXPERTISE.
Under Coeur's enhanced merger proposal, Wheaton River shareholders may now
elect to receive either:
(i) $5.00 per Wheaton River common share in cash, subject to the maximum
cash consideration discussed below; or
(ii) Coeur common shares or shares of a Canadian subsidiary of Coeur
exchangeable into Coeur common shares on a one-to-one basis at the
exchange ratio of 0.731 Coeur common shares or Coeur exchangeable
shares for each Wheaton River common share exchanged.
There is no limit on the number of Wheaton River common shares that may be
exchanged for Coeur common stock (or exchangeable shares). However, the maximum
aggregate amount of cash that Coeur will pay to Wheaton River shareholders under
the enhanced Coeur proposal is C$570 million. Therefore, elections to receive
cash will be subject to proration if Wheaton River shareholders request in the
aggregate to receive more than C$570 million. Based on the number of issued and
outstanding Wheaton River common shares on May 27, 2004, if all Wheaton River
shareholders elect to receive cash for their Wheaton River common shares,
shareholders will receive C$1.00 per Wheaton River common share in cash and
0.577 common shares or Coeur exchangeable shares. If less than all Wheaton River
shareholders elect the cash option, Wheaton River shareholders will receive up
to C$5.00 per Wheaton River common share in cash (subject to proration based on
the maximum aggregate cash consideration of C$570 million).
A COMBINED COEUR-WHEATON RIVER WILL BE A GLOBAL LEADER IN THE
PRECIOUS METALS INDUSTRY
A combination of Coeur and Wheaton River will create a global leader in the
precious metals industry, focused on the Americas, with one of the highest
growth rates in the sector. Our combination will create the fourth largest North
American precious metals company, enhance Coeur's position as the world's
largest primary silver producer, and create a top 10 global gold producer with
among the lowest cash costs in the industry. The combination will bring together
Coeur's wholly owned mines and operating expertise in South America with Wheaton
River's properties in South America. Based upon a preliminary review of Wheaton
River's publicly
available information, Coeur anticipates cost savings of US$8-10 million
annually. The combined company, a totally unhedged precious metals producer,
will have a strong balance sheet, increased financial flexibility, and industry
leading trading liquidity on both the NYSE and TSX, providing excellent value to
both Wheaton River and Coeur shareholders.
COEUR IS WELL-POSITIONED FOR FUTURE SUCCESS
Coeur is in a strong financial position, with US$235 million in cash and no
net debt. In addition to our four operations, we have advanced development
projects in Bolivia and Alaska that we expect will nearly double our gold
production and increase our silver production by over 50% in the next three
years. Between January 1, 2003 and May 27, 2004, Coeur's share price on the NYSE
increased 157%, making Coeur one of the best performers in the precious metals
sector.
SEND A STRONG MESSAGE TO YOUR BOARD.
VOTE AGAINST THE PROPOSED WHEATON RIVER-IAMGOLD PLAN OF
ARRANGEMENT ON THE GREEN PROXY CARD TODAY.
BY VOTING AGAINST THE PROPOSED IAMGOLD TRANSACTION ON THE GREEN PROXY CARD,
YOU WILL BE SENDING A MESSAGE THAT YOUR BOARD OF DIRECTORS CAN'T IGNORE - THAT
YOU WANT THEM TO NEGOTIATE WITH COEUR REGARDING OUR ENHANCED SUPERIOR MERGER
PROPOSAL. Shareholders who previously voted AGAINST the IAMGold transaction, but
whose votes were not counted at the June 8, 2004 Special Meeting as a result of
Wheaton River's deadline to submit proxies, now have a fair opportunity to make
their voices heard. Furthermore, there is now time for Wheaton River
shareholders who may have voted in favor of the IAMGold transaction to revoke or
change their vote. EVEN IF SHAREHOLDERS HAVE ALREADY VOTED AGAINST ON
MANAGEMENT'S CARD, WE URGE YOU TO VOTE A LATER DATED GREEN PROXY CARD TO MAKE
SURE THAT THIS TIME YOUR VOTE IS COUNTED.
Wheaton River shareholders who wish to VOTE AGAINST the Wheaton
River-IAMGold plan of arrangement can revoke or change their vote by simply
submitting a GREEN proxy card. If shareholders have any questions about how to
revoke or change their vote, please call MacKenzie Partners, Inc. at
1-800-322-2885 (toll-free) or 212-929-5500 (call collect).
IN ORDER TO ENSURE THAT SHAREHOLDERS' VOTES ARE COUNTED AT THE SPECIAL
MEETING, THE GREEN PROXY CARD MUST BE RECEIVED BY JULY 2, 2004 AT 11:00 AM
(TORONTO TIME). Make certain your vote will count by signing, dating and mailing
your GREEN proxy card today.
Very truly yours,
/s/ DENNIS E. WHEELER
-----------------------------------------
Dennis E. Wheeler
Chairman and Chief Executive Officer
QUESTIONS AND ANSWERS FOR WHEATON RIVER SHAREHOLDERS
1. WHO IS COEUR D'ALENE MINES?
Coeur d'Alene Mines is the world's largest primary silver producer and a
growing low-cost producer of gold with a market capitalization approaching
US$1 billion. In 2003, Coeur produced approximately 14.2 million ounces of
silver and 119,500 ounces of gold. In 2004, Coeur expects that its
production will increase to 14.5 million ounces of silver and 133,000 ounces
of gold. Coeur owns two of the largest silver mines in the U.S.; two
expanding low-cost mines in southern Chile and Argentina; and two advanced
development projects, in Bolivia and Alaska. All of these properties are
100% owned.
The Company also owns large land positions around its Idaho and South
American mines, where major exploration is ongoing in 2004. None of the
Company's gold or silver production is hedged. Internal growth project
already in place have the potential of increasing production 50% by 2007.
Coeur trades on the New York Stock Exchange under the symbol CDE.
2. WHY IS COEUR'S MERGER PROPOSAL SUPERIOR TO THE PROPOSED TRANSACTION WITH
IAMGOLD?
We believe Coeur's enhanced merger proposal is clearly superior to the
Wheaton River-IAMGold plan of arrangement and in the best interests of all
Wheaton River shareholders.
Based on closing share prices on May 27, 2004, Coeur's enhanced merger
proposal will provide Wheaton River shareholders a total value of
approximately C$5.00 for each Wheaton River common share, of which at least
C$1.00 is cash.
Coeur's enhanced merger proposal represents:
- A premium of C$0.94 for each Wheaton River common share over the IAMGold
proposal based on closing share prices on May 27, 2004.
- An increase of approximately 11% over Coeur's initial proposal that was
announced on May 27, 2004.
- A premium of 26% to Wheaton River's closing share price on May 27, 2004.
- An opportunity for Wheaton River shareholders to receive 23% of the
consideration (based on Coeur's closing share price on June 18, 2004)
for their Wheaton River common shares in cash even if all Wheaton River
shareholders choose to receive cash.
In contrast, the Wheaton River-IAMGold plan of arrangement offers Wheaton
River shareholders no cash whatsoever, less total value, less growth,
significantly less trading liquidity, no operating synergies, and no
management operational expertise.
3. WHY SHOULD SHAREHOLDERS VOTE AGAINST THE IAMGOLD TRANSACTION? IF I ALREADY
SENT IN MANAGEMENT'S PROXY CARD, CAN I VOTE AGAIN OR CHANGE MY VOTE?
By any measure, Coeur's enhanced merger proposal provides more value to Wheaton
River shareholders than the IAMGold transaction. Coeur has boosted the cash
component of its merger proposal to Wheaton River by C$285 million, funded
through a committed financing from a major international investment bank.
Coeur's increased cash component now enables Coeur to pay Wheaton River
shareholders a minimum of C$1.00 per Wheaton River share in cash - representing
23% of the current value of Coeur's merger proposal.(1)
---------------
(1) Assuming all of the current outstanding Wheaton River shareholders elect to
receive cash, based on the number of issued and outstanding Wheaton River
common shares on May 27, 2004, the date Coeur first announced its proposal.
In contrast, the Wheaton River-IAMGold plan of arrangement offers Wheaton
River shareholders no cash whatsoever and less total value, as well as less
growth, significantly less trading liquidity, no operating synergies and no
management operational expertise.
The following chart clearly illustrates that the implied value per Wheaton
River share of Coeur's proposal offers consistently higher value than the
IAMGold proposal:
COEUR'S PROPOSAL OFFERS CONSISTENTLY HIGHER VALUE
(LINE GRAPH)
Wheaton River shareholders who wish to VOTE AGAINST the Wheaton
River-IAMGold plan of arrangement can revoke or change their vote by simply
signing, dating and submitting a GREEN proxy card. If shareholders have any
questions about how to revoke or change their vote, please call MacKenzie
Partners, Inc. at 1-800-322-2885 (toll-free) or 212-929-5500 (collect).
In order to allow for sufficient time for your GREEN proxy card to be
counted at the reconvened Special Meeting, we urge you to sign, date and
return the GREEN proxy card today. To ensure that your vote is counted at
the Special Meeting, your GREEN proxy card must be received by July 2, 2004
at 11:00 am (Toronto time).
In contrast, the Wheaton River-IAMGold plan of arrangement offers Wheaton
River shareholders no cash whatsoever, less total value, less growth,
significantly less trading liquidity, no operating synergies, and no
management operational expertise.
4. WHAT REALLY HAPPENED AT THE JUNE 8, 2004 SPECIAL MEETING OF WHEATON RIVER
SHAREHOLDERS? WHY IS THERE ANOTHER VOTE?
Wheaton River had originally held an annual and special meeting of
shareholders on June 8, 2004. The votes of certain Wheaton River
shareholders were not counted at the first meeting. One of these
shareholders commenced legal proceedings to ensure that it would be
permitted to vote against the proposed business combination between Wheaton
River and IAMGold. The new meeting is being convened following the
initiation of these legal proceedings and the
resulting supplemental interim order made by the Ontario Superior Court of
Justice to set a new meeting date to allow Wheaton River shareholders to
vote in respect of the IAMGold Proposal.
The reconvened Special Meeting on July 6th will ensure that all Wheaton
River shareholders have sufficient time to evaluate both Coeur's enhanced
merger proposal and the IAMGold plan of arrangement. In order to ensure that
your vote is counted at the Special Meeting, your GREEN proxy card must be
received by the early proxy deadline cutoff of 11:00 am (Toronto time) on
July 2, 2004.
5. WHAT ARE THE BENEFITS OF A COEUR-WHEATON RIVER COMBINATION?
A combination of Coeur and Wheaton River will create a global leader in the
precious metals industry, focused on the Americas, with one of the highest
growth rates in the sector. Our combination will create the fourth largest
North American precious metals company, enhance Coeur's position as the
world's largest primary silver producer, and create a top 10 global gold
producer with among the lowest cash costs in the industry. The combination
will bring together Coeur's wholly owned mines and operating expertise in
South America with Wheaton River's properties in South America. Based upon a
preliminary review of Wheaton River's publicly available information, Coeur
anticipates cost savings of US$8-10 million annually. A combined
Coeur-Wheaton River will also have superior growth prospects and a reserves
and production profile that is among the leaders in the industry.
We strongly believe that the combined company will provide excellent value
to both Wheaton River and Coeur shareholders. The combined company, a
totally unhedged precious metals producer, will have a strong balance sheet,
increased financial flexibility, and industry leading trading liquidity on
both the NYSE and TSX.
6. WHAT IS COEUR'S FINANCIAL POSITION? WHAT ARE COEUR'S DEVELOPMENT
OPPORTUNITIES?
Coeur is in a strong financial position, with US$235 million in cash and no
net debt. Between January 1, 2003 and May 27, 2004, Coeur's share price on
the NYSE increased 157%, making Coeur one of the best performers in the
precious metals sector.
Coeur owns or leases, either directly or through its subsidiaries, silver
and gold development projects in Bolivia (the San Bartolome silver project)
and in Alaska (the Kensington gold property). These development projects are
at the final feasibility stage and are expected to nearly double Coeur's
gold production and increase its silver production by over 50% in the next
three years. Coeur also controls strategic properties with exploration
potential close to its existing mine operations.
7. WILL THE PROPOSED TRANSACTION AFFECT COEUR'S SILVER PREMIUM?
Coeur shares do not have a silver premium and trade more in line with North
American gold producers. Based on June 18(th) closing prices and as measured
by analyst consensus net asset values, Coeur is trading slightly below North
American intermediate gold producers.
Going forward, the combined company will be the largest primary silver
producer in the world and increase its position over its nearest rival by
50%. It will maintain the highest silver leverage of all competitors based
on a US$1,000 invested per ounce of silver reserves. The new company's
industry leading exposure to silver can only be a positive for the combined
company's share price. In addition, Coeur, like other large U.S.-domiciled
mining companies such as Newmont, Phelps Dodge and Alcoa, enjoys a liquidity
benefit because of the strong
retail following for the stocks in the United States. The combination of
Coeur and Wheaton River with listings on both the NYSE and TSX will create
one of the most liquid precious metals producers in the market place. In
conclusion, we see upside potential in the combination for Wheaton River
shareholders.
8. HAS COEUR NEGOTIATED WITH WHEATON RIVER REGARDING ITS ENHANCED MERGER
PROPOSAL?
Coeur wishes to complete a friendly plan of arrangement with Wheaton River
with the full support of Wheaton River's Board, the recently formed Special
Committee of the Board and management. Coeur has repeatedly invited Wheaton
River's Board and its advisors to conduct due diligence on Coeur's assets in
order to better understand the compelling rationale and superior value of a
business combination between Coeur and Wheaton River. To date, Wheaton River
has not taken Coeur up on this offer. Coeur remains open to speaking
directly with the Board and management of Wheaton River to discuss its
enhanced merger proposal.
9. HOW LONG WOULD IT TAKE COEUR TO COMPLETE A TRANSACTION WITH WHEATON RIVER?
Coeur is prepared to promptly enter into an arrangement agreement with
Wheaton River in form and substance substantially the same as the existing
agreement between Wheaton River and IAMGold. Coeur's offer is not
conditional on obtaining financing or additional due diligence.
Coeur is hopeful that once Wheaton River shareholders VOTE AGAINST the
IAMGold transaction and the Wheaton River Board enters into discussions with
Coeur regarding its enhanced merger proposal, both companies will move
forward expeditiously in a constructive manner to consummate its proposal in
the form of a plan of arrangement.
10. HOW DOES GOLDEN STAR'S OFFER FOR IAMGOLD IMPACT MY VOTE?
Golden Star's offer for IAMGold may influence IAMGold shareholders in their
determination about whether or not to approve the Wheaton River-IAMGold plan
of arrangement. IAMGold will be conducting a meeting of its shareholders to
vote on the proposed Wheaton River-IAMGold plan of arrangement on June 29,
2004.
The Wheaton River-IAMGold plan of arrangement requires approval by the
shareholders of both companies. A rejection of the plan of arrangement by
IAMGold shareholders would prevent the consummation of that transaction.
TIME IS SHORT - DO NOT DELAY
YOUR VOTE "AGAINST" IS IMPORTANT
IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY
ASSISTANCE IN VOTING YOUR WHEATON SHARES
PLEASE CALL
MACKENZIE PARTNERS, INC.
(212) 929-5500 (COLLECT)
OR
1-800-322-2885 (TOLL FREE)
(COEUR LOGO)
INFORMATION CIRCULAR OF
COEUR D'ALENE MINES CORPORATION
In respect of the Additional Meeting of Shareholders of
WHEATON RIVER MINERALS LTD.
TO BE HELD ON JULY 6, 2004
VOTE AGAINST
THE PROPOSED PLAN OF ARRANGEMENT BETWEEN
WHEATON RIVER MINERALS LTD. AND IAMGOLD CORPORATION
THIS INFORMATION CIRCULAR SOLICITS PROXIES AGAINST THE ARRANGEMENT RESOLUTION
PROPOSED BY MANAGEMENT OF WHEATON RIVER MINERALS LTD. WITH RESPECT TO A PROPOSED
BUSINESS COMBINATION WITH IAMGOLD CORPORATION UNDER SECTION 182 OF THE BUSINESS
CORPORATIONS ACT (ONTARIO).
YOUR VOTE IS IMPORTANT TO THE FUTURE OF YOUR INVESTMENT IN WHEATON. COEUR
BELIEVES THAT ITS PROPOSED BUSINESS COMBINATION WITH WHEATON PROVIDES YOU WITH
BETTER VALUE AS A SHAREHOLDER OF WHEATON. COEUR RECOMMENDS THAT YOU VOTE AGAINST
THE ARRANGEMENT INVOLVING WHEATON AND IAMGOLD USING THE ACCOMPANYING GREEN PROXY
FOLLOWING THE INSTRUCTIONS SET FORTH BELOW UNDER "APPOINTMENT AND REVOCATION OF
PROXIES" ON PAGE 11. COEUR'S PROPOSAL MAY NOT BE AVAILABLE UNLESS YOU VOTE
AGAINST THE WHEATON/IAMGOLD ARRANGEMENT. YOU MAY OPPOSE THE WHEATON/IAMGOLD
ARRANGEMENT EVEN IF YOU HAVE PREVIOUSLY GIVEN A PROXY OR VOTING INSTRUCTIONS IN
SUPPORT OF IT.
TO ENSURE THAT YOUR VOTE COUNTS, PLEASE FILL OUT AND RETURN YOUR GREEN PROXY AS
SOON AS POSSIBLE. IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ASSISTANCE IN VOTING
YOUR WHEATON SHARES, CONTACT MACKENZIE PARTNERS, INC. AT (212) 929-5500
(COLLECT) OR 1-800-322-2885 (TOLL FREE).
June 21, 2004
-2-
INFORMATION CIRCULAR OF
COEUR D'ALENE MINES CORPORATION
This Information Circular (the "Circular") and the accompanying GREEN form of
proxy are being sent to you in connection with the solicitation by and on behalf
of Coeur d'Alene Mines Corporation ("Coeur") of proxies to be used at a meeting
of shareholders of Wheaton River Minerals Ltd. ("Wheaton") scheduled to be held
on July 6, 2004, at 11:00 a.m. (Toronto time) at the TSX Broadcast & Conference
Centre, The Exchange Tower, 130 King Street West, Toronto, and at any and all
adjournments thereof (the "New Meeting").
Wheaton had originally held an annual and special meeting of shareholders on
June 8, 2004 at 11:00 a.m. (Toronto time) at the Design Exchange, 234 Bay
Street, Toronto Dominion Centre, Toronto, Ontario (the "First Meeting"). The
votes of certain Wheaton shareholders were not counted at the First Meeting. One
of these shareholders commenced legal proceedings to ensure that it would be
permitted to vote against the proposed business combination between Wheaton and
IAMGold Corporation (the "IAMGold Proposal"). The New Meeting is being convened
following the initiation of these legal proceedings and the resulting
supplemental interim order made by the Ontario Superior Court of Justice to set
a new meeting date to allow Wheaton shareholders to vote in respect of the
IAMGold Proposal.
THIS SOLICITATION OF PROXIES IS NOT MADE BY OR ON BEHALF OF THE MANAGEMENT OR
BOARD OF DIRECTORS OF WHEATON.
Wheaton has sent to Wheaton shareholders a management information and proxy
circular dated April 30, 2004 (the "Wheaton Proxy Circular") and supplemental
information concerning the IAMGold Proposal, dated June 16, 2004.
The Wheaton Proxy Circular solicits proxies in support of a special resolution
to effect the IAMGold Proposal (the "IAMGold Arrangement Resolution"). In order
for the IAMGold Arrangement Resolution to pass it must be approved by the
affirmative vote of not less than two-thirds of the votes cast by shareholders
of Wheaton present in person or represented by proxy at the New Meeting. COEUR
IS SOLICITING PROXIES FROM WHEATON SHAREHOLDERS TO VOTE AGAINST THE IAMGOLD
ARRANGEMENT RESOLUTION.
YOUR VOTE IS IMPORTANT TO THE FUTURE OF YOUR INVESTMENT IN WHEATON. COEUR
BELIEVES THAT THE ENHANCED COEUR PROPOSAL (AS DESCRIBED BELOW) PROVIDES YOU WITH
BETTER VALUE AS A SHAREHOLDER OF WHEATON. COEUR RECOMMENDS THAT YOU VOTE AGAINST
THE IAMGOLD ARRANGEMENT RESOLUTION USING THE ACCOMPANYING GREEN PROXY. YOU MAY
ALSO VOTE AGAINST THE IAMGOLD ARRANGEMENT USING THE PROXY FORM SENT TO YOU ALONG
WITH THE WHEATON CIRCULAR. THE ENHANCED COEUR PROPOSAL MAY NOT BE AVAILABLE
UNLESS YOU VOTE AGAINST THE IAMGOLD ARRANGEMENT RESOLUTION.
YOU MAY DEPOSIT A GREEN PROXY VOTING AGAINST THE IAMGOLD ARRANGEMENT RESOLUTION
EVEN IF YOU HAVE PREVIOUSLY SUBMITTED A PROXY SOLICITED BY WHEATON MANAGEMENT
PURSUANT TO THE WHEATON PROXY CIRCULAR. IN THAT CASE, THE GREEN PROXY WILL
REVOKE ANY EARLIER ONE. SEE PAGE 10 "GENERAL PROXY INFORMATION - SOLICITATION OF
PROXIES" FOR DETAILED INSTRUCTIONS. IF YOUR WHEATON SHARES ARE REGISTERED IN
YOUR NAME (AS OPPOSED TO THE NAME OF AN INTERMEDIARY OR A DEPOSITORY), YOU MAY
ALSO REVOKE ANY PREVIOUSLY DELIVERED PROXY BY ATTENDING THE NEW MEETING AND
INDICATING YOUR WISH TO VOTE IN PERSON. SEE PAGE 12 ("GENERAL PROXY INFORMATION
- NON-REGISTERED SHAREHOLDERS") FOR INFORMATION ON HOW TO VOTE SHARES REGISTERED
IN THE NAME OF AN INTERMEDIARY OR A DEPOSITORY AT THE NEW MEETING. THE EXECUTION
OR EXERCISE OF A PROXY DOES
YOUR VOTE IS IMPORTANT - PLEASE SUBMIT YOUR GREEN PROXY TODAY
IF YOU REQUIRE ASSISTANCE PLEASE CALL MACKENZIE PARTNERS, INC.--(212) 929-5500
(collect) or 1-800-322-2885 (toll free)
-3-
NOT CONSTITUTE A WRITTEN OBJECTION AFFECTING A SHAREHOLDER'S DISSENT RIGHTS
UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO).
The information concerning Wheaton contained in this Circular has been taken
from or is based upon various publicly available documents or records on file
with Canadian securities regulatory authorities (including the Wheaton Proxy
Circular). Except as otherwise provided in this Circular, although Coeur has no
knowledge that would indicate that any information contained herein taken from
or based upon such documents and records is untrue or incomplete, Coeur does not
assume any responsibility for the accuracy or completeness of the information
taken from, or based upon, such documents and records or for any failure by
Wheaton 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 Coeur. The address of Wheaton is Waterfront Centre, Suite 1560-200
Burrard Street, Vancouver, British Columbia, V6C 3L6.
Unless otherwise indicated, all currency references in this Circular are to
Canadian dollars.
THE COEUR PROPOSAL
Coeur has announced three proposals to acquire the common shares of Wheaton.
With each proposal, Coeur has simplified and enhanced the consideration to be
received by Wheaton shareholders for their Wheaton common shares. AT ALL TIMES,
EACH OF THE COEUR PROPOSALS HAS BEEN SUPERIOR TO THE IAMGOLD PROPOSAL.
THE ENHANCED COEUR PROPOSAL
On June 21, 2004, Coeur announced an increase in the cash consideration payable
for Wheaton common shares to $570 million by arranging for a financing
commitment from a major international investment bank (the "Enhanced Coeur
Proposal").
Under the Enhanced Coeur Proposal, Wheaton shareholders may elect to receive
either:
- $5.00 per Wheaton common share in cash, subject to the maximum cash
consideration discussed below; or
- Coeur common shares or shares of a Canadian subsidiary of Coeur
exchangeable into Coeur common shares on a one-to-one basis (the
"Canadian Exchangeable Shares") at the exchange ratio of 0.731 Coeur
common shares or Canadian Exchangeable Shares for each Wheaton common
share exchanged (the "Exchange Ratio").
There is no limit on the number of Wheaton common shares that may be exchanged
for Coeur common shares or Canadian Exchangeable Shares. However, the maximum
aggregate amount of cash that Coeur will pay to Wheaton shareholders under the
Enhanced Coeur Proposal is $570 million. Therefore, elections to receive cash
will be subject to proration if Wheaton shareholders elect in the aggregate to
receive more than $570 million. Based on the number of issued and outstanding
Wheaton common shares on May 27, 2004, the date that Coeur first announced its
proposal, if all Wheaton shareholders elect to receive cash for their Wheaton
common shares, shareholders will receive $1.00 in cash per Wheaton common share
and 0.577 Coeur common shares or Canadian Exchangeable Shares. If less than all
Wheaton shareholders elect the cash option, Wheaton shareholders will receive up
to $5.00 per Wheaton common share in cash (subject to proration based on the
maximum aggregate cash consideration of $570 million).
YOUR VOTE IS IMPORTANT - PLEASE SUBMIT YOUR GREEN PROXY TODAY
IF YOU REQUIRE ASSISTANCE PLEASE CALL MACKENZIE PARTNERS, INC.--(212) 929-5500
(collect) or 1-800-322-2885 (toll free)
-4-
The following table sets forth possible results of the consideration options:
-------------------------------------------------------------------------------------------------------------
MIXTURE OF CONSIDERATION BASED ON SHAREHOLDER ELECTION
------------------------------------------------------------------------
FORM OF CONSIDERATION ALL SHARES OPTION ALL CASH OPTION
-------------------------------------------------------------------------------------------------------------
Cash - $1.00 per Wheaton share(1)
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Coeur Shares/Canadian Exchangeable 0.731 Coeur common shares or 0.577 Coeur common shares or
Shares Canadian Exchangeable Shares Canadian Exchangeable Shares(1)
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Total Consideration $5.06 per Wheaton common share(2) $5.00 per Wheaton common
share(1)(2)
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Note:
(1) Based on the number of issued and outstanding Wheaton common shares on May
27, 2004 and assuming that all Wheaton shareholders elect to receive all
cash for their Wheaton common shares.
(2) Based on Coeur's closing share price on May 27, 2004 and a Canadian/U.S.
dollar exchange rate of 1.3597 on May 27, 2004.
In addition, under the Enhanced Coeur Proposal, it is contemplated that warrant
and option holders of Wheaton will be entitled to receive an equivalent value of
Coeur warrants and options based on the Exchange Ratio.
THE ENHANCED COEUR PROPOSAL IS SUBJECT TO THE LAWFUL TERMINATION OF THE
ARRANGEMENT AGREEMENT BETWEEN IAMGOLD CORPORATION AND WHEATON DATED APRIL 23,
2004 IN RESPECT OF THE IAMGOLD PROPOSAL TO BE VOTED ON BY WHEATON SHAREHOLDERS
AT THE NEW MEETING.
Coeur believes that the Enhanced Coeur Proposal is superior to the IAMGold
Proposal and therefore recommends that you VOTE AGAINST the IAMGold Arrangement
Resolution. Based on closing share prices on May 27, 2004, the Enhanced Coeur
Proposal will provide Wheaton shareholders a total value of approximately $5.00
for each Wheaton common share, of which at least $1.00 is cash. The Enhanced
Coeur Proposal represents:
- A premium of $0.94 for each Wheaton common share over the IAMGold
Proposal based on closing share prices on May 27, 2004.
- An increase of approximately 11% over Coeur's initial proposal that was
announced on May 27, 2004.
- A premium of 26% to Wheaton's closing share price on May 27, 2004.
- An opportunity for Wheaton shareholders to receive 23% of the
consideration (based on Coeur's closing share price on June 18, 2004)
for their Wheaton common shares in cash even if all Wheaton shareholders
choose to receive cash.
In contrast, the IAMGold Proposal offers Wheaton shareholders:
- No cash whatsoever.
- Less total value.
- Less growth.
- Substantially less trading liquidity.
- No operating synergies.
- No management operational expertise.
YOUR VOTE IS IMPORTANT - PLEASE SUBMIT YOUR GREEN PROXY TODAY
IF YOU REQUIRE ASSISTANCE PLEASE CALL MACKENZIE PARTNERS, INC.--(212) 929-5500
(collect) or 1-800-322-2885 (toll free)
-5-
The Enhanced Coeur Proposal is superior to the IAMGold Proposal based on the
following key measures:
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COEUR PROPOSAL IAMGOLD PROPOSAL SUPERIOR
(0.577 COEUR SHARES PLUS $1.00 CASH(1)) (0.55 IAMGOLD SHARES) PROPOSAL
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VALUE OF PROPOSAL:
May 27, 2004 $5.00 $4.06 Coeur
June 18, 2004 $4.32 $4.20 Coeur
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CASH PER WHEATON SHARE: 23% of total consideration(1) None Coeur
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OPERATING EXPERTISE: 70 years None Coeur
(All operations wholly-owned) (Minority interests)
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PROFILE:
Silver Production 21 million ozs. 6.5 million ozs. Coeur
Gold Production Top 10 Gold Producer Top 10 Gold Producer -
Cash Costs Below US$125/oz Below US$125/oz -
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GROWTH PROJECTS:
Projects Contributed 2 Projects + 2 Expansions 1 Expansion Coeur
(Wholly-owned) (19% minority interest) Coeur
Impact on Production 250,000 gold equivalent ozs. 60,000 gold equivalent ozs. Coeur
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TRADING AND LIQUIDITY(2):
Liquidity US$39 million/day US$9 million/day Coeur
Pro-forma Liquidity US$75 million/day US$45 million/day Coeur
Pro-forma Listings NYSE/TSX TSX/AMEX Coeur
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Notes:
(1) Based on the number of issued and outstanding Wheaton common shares on May
27, 2004 and closing share prices on June 18, 2004.
(2) Based on the four-month period prior to May 27, 2004.
The cash component of the Enhanced Coeur Proposal will be financed by available
cash and a commitment letter between Coeur and a major international investment
bank. The commitment letter provides that Coeur will issue to the investment
bank up to US$225 million of contingent convertible senior notes, with an option
to purchase an additional US$50 million of notes. The notes will have a 2%
coupon and other terms substantially similar to the terms of Coeur's 1.25%
convertible senior notes due 2024. Coeur has agreed to pay to the investment
bank a customary bridge financing fee in connection with this financing. Coeur
will issue the notes to the bank, and the bank will pay the purchase price of
the notes to Coeur, in each case into an escrow account pending the closing of a
combination between Coeur and Wheaton. If a combination of Coeur and Wheaton
does not occur, Coeur and the investment bank will terminate and unwind this
financing.
YOUR VOTE IS IMPORTANT - PLEASE SUBMIT YOUR GREEN PROXY TODAY
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(collect) or 1-800-322-2885 (toll free)
-6-
THE BENEFITS OF A BUSINESS COMBINATION BETWEEN COEUR AND WHEATON
A combination of Wheaton and Coeur will create a global leader in the precious
metals industry, focused on the Americas, with one of the highest growth rates
in the sector. The merger of Wheaton and Coeur will create the fourth largest
North American precious metals company, enhance Coeur's position as the world's
largest primary silver producer, and create a top 10 global gold producer with
among the lowest cash costs in the industry. The combination will bring together
Coeur's wholly owned mines and operating expertise in South America with
Wheaton's properties in South America. Based upon a preliminary review of
Wheaton's publicly available information, Coeur anticipates that a combination
of Coeur and Wheaton will achieve cost savings of US$8 - 10 million. The
combined company, a totally unhedged precious metals producer, will have a
strong balance sheet, increased financial flexibility, and enhanced trading
liquidity on both the NYSE and TSX, providing excellent value to both Wheaton
and Coeur shareholders.
Simply put, a combination of Wheaton and Coeur has the advantage of superior
operating expertise and will result in superior value, growth and liquidity
benefiting the shareholders of Wheaton and Coeur.
COEUR IS SEEKING TO PURSUE ITS SUPERIOR PROPOSAL WITH THE SUPPORT OF THE WHEATON
BOARD
Coeur wishes to complete a friendly plan of arrangement to effect the
combination of Coeur and Wheaton with the full support of the board of directors
and management of Wheaton. Coeur has demonstrated its desire to work with the
board of directors and management of Wheaton by the following measures:
- COEUR ARRANGEMENT AGREEMENT TO CONTAIN SUBSTANTIALLY THE SAME TERMS AS
THE IAMGOLD ARRANGEMENT. In order to minimize the amount of analysis
required by the Wheaton board of directors, the Enhanced Coeur Proposal
contemplates the consummation of an arrangement agreement setting forth
detailed terms and provisions of the Enhanced Coeur Proposal, in form
and substance substantially the same as the amended and restated
arrangement agreement between Wheaton and IAMGold Corporation dated as
of April 23, 2004 (the "IAMGold Arrangement Agreement"). Coeur forwarded
a form of arrangement agreement to Wheaton's legal counsel on May 28,
2004.
- OPEN COMMUNICATION ENCOURAGED. Coeur's management team has repeatedly
announced its desire to meet with Wheaton's board of directors and
management to discuss in detail its proposals. In the face of this,
Wheaton's board of directors provided Coeur with only a token meeting
lasting 30 minutes on Sunday, June 6, 2004, to make a presentation. The
Wheaton board of directors rejected the Coeur proposal less than three
hours later without any further discussion and without requesting any
information. Coeur remains open to speaking directly with the board of
directors, the recently formed special committee of the board of
directors and management of Wheaton to discuss the Enhanced Coeur
Proposal.
- DUE DILIGENCE ON COEUR INVITED. Coeur has invited Wheaton's board of
directors and its advisors to conduct due diligence investigations on
Coeur's assets in order to better understand the compelling rationale
and superior value of a business combination between Coeur and Wheaton.
To date, Wheaton has not taken Coeur up on this offer.
YOUR VOTE IS IMPORTANT - PLEASE SUBMIT YOUR GREEN PROXY TODAY
IF YOU REQUIRE ASSISTANCE PLEASE CALL MACKENZIE PARTNERS, INC.--(212) 929-5500
(collect) or 1-800-322-2885 (toll free)
-7-
COEUR COMMITTED TO COMPLETING A COMBINATION WITH WHEATON
Coeur has demonstrated its continuing commitment to complete a business
combination with Wheaton. The Enhanced Coeur Proposal is superior to the IAMGold
Proposal. While it is Coeur's desire to complete a friendly business combination
with Wheaton by way of a plan of arrangement, if the Wheaton board of directors
continues to refuse to negotiate with Coeur, Coeur will consider other
transaction alternatives, including making a formal offer directly to the
shareholders of Wheaton.
IMPLEMENTING THE ENHANCED COEUR PROPOSAL
THE COMBINATION OF COEUR AND WHEATON
In order to implement the Enhanced Coeur Proposal it is contemplated that an
arrangement agreement (the "Coeur Arrangement Agreement") will be entered into
under which Coeur and Wheaton will complete a plan of arrangement under section
182 of the Business Corporations Act (Ontario) (the "Coeur Arrangement").
Coeur currently contemplates that the Coeur Arrangement will include a new
parent holding company to be formed by Coeur. All of the existing shares of
Coeur will be converted into a like number of shares of this new holding
company. Because this new holding company will replace Coeur as the ultimate
parent entity and will have publicly traded stock, this new holding company will
issue common shares in the plan of arrangement. In this Circular, the
description of the issuance of Coeur shares under the Enhanced Coeur Proposal
refers to the issuance of a like number of shares of this new Coeur holding
company.
The Coeur Arrangement Agreement will contain substantially the same
representations, warranties, covenants and terms and conditions as the IAMGold
Arrangement Agreement.
TREATMENT OF WHEATON WARRANTS AND WHEATON OPTIONS UNDER THE COEUR ARRANGEMENT
It is contemplated that the Coeur Arrangement Agreement will provide that each
holder of an option to purchase Wheaton common shares and each holder of a
Wheaton common share purchase warrant will be entitled to receive an equivalent
value of Coeur warrants and options based on the Exchange Ratio.
CONDITIONS TO THE COEUR ARRANGEMENT
The obligations of Coeur and Wheaton to complete the Coeur Arrangement will be
standard for a plan of arrangement and will be similar to those contemplated by
the IAMGold Arrangement.
NON-SOLICITATION PROVISIONS UNDER THE COEUR ARRANGEMENT
It is contemplated that the Coeur Arrangement Agreement will contain
non-solicitation provisions that are standard for a plan of arrangement and
similar to those contemplated by the IAMGold Arrangement Agreement.
SUPERIOR PROPOSALS UNDER THE COEUR ARRANGEMENT
It is Coeur's intention to ensure that the definition of superior proposal used
in the Coeur Arrangement Agreement will be that which is typically seen in
business combinations and will not
YOUR VOTE IS IMPORTANT - PLEASE SUBMIT YOUR GREEN PROXY TODAY
IF YOU REQUIRE ASSISTANCE PLEASE CALL MACKENZIE PARTNERS, INC.--(212) 929-5500
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-8-
follow the definition used in the IAMGold Arrangement Agreement, which Coeur
feels fetters the ability of a board of directors to consider a clearly superior
third party proposal. Accordingly, the definition of superior proposal will
allow the board of directors of either Wheaton or Coeur to exercise their
fiduciary duties as directors to enter into negotiations with a third party that
has put forward a proposal that will result in a transaction more favourable to
Wheaton shareholders or Coeur shareholders, as the case may be, than the
transaction contemplated by the proposed Coeur Arrangement Agreement.
TERMINATION AND TERMINATION FEES UNDER THE COEUR ARRANGEMENT
It is contemplated that the termination and termination fee provisions of the
Coeur Arrangement Agreement will be the same as, or similar to, those contained
in the IAMGold Arrangement Agreement.
INFORMATION ABOUT COEUR D'ALENE MINES CORPORATION
Coeur was incorporated in Idaho, U.S.A. in 1928. The address of Coeur is 505
Front Avenue, P.O. Box I, Coeur d'Alene, Idaho 83816-0316. The common stock of
Coeur trades on the New York Stock Exchange under the symbol CDE. As at June 18,
2004 the market capitalization of Coeur was US$907 million. Additional
information about Coeur is available in Coeur's filings with the United States
Securities and Exchange Commission available at www.sec.gov/edgar.html.
Coeur is the world's largest primary silver producer and a growing low-cost gold
producer and is engaged in the exploration, development and operation of silver
and gold mining properties located in Chile, Argentina, the United States and
Bolivia. In 2003, Coeur produced approximately 14.2 million ounces of silver and
119,500 ounces of gold. In 2004, Coeur expects that its production will increase
to 14.5 million ounces of silver and 133,000 ounces of gold.
Coeur's principal silver and gold mines are located in southern Chile (the Cerro
Bayo Mine), Argentina (the Martha Mine), Nevada (the Rochester Mine) and the
Silver Valley region of northern Idaho (the Galena Mine). In addition, Coeur
owns or leases, either directly or through its subsidiaries, silver and gold
development projects in Bolivia (the San Bartolome silver project) and in Alaska
(the Kensington gold project). These development projects are at the final
feasibility stage and are expected to nearly double Coeur's gold production and
increase its silver production by over 50% in the next three years. Coeur also
controls strategic properties with exploration potential close to its existing
mine operations.
Coeur is in a strong financial position, with US$235 million in cash and no net
debt. Between January 1, 2003 through May 27, 2004, Coeur's share price on the
New York Stock Exchange increased 157%, making Coeur one of the best performers
in the precious metals sector.
COEUR DIRECTORS AND OFFICERS
Information on the directors and officers of Coeur as required by the applicable
regulations is as set forth in the table below:
NAME(1) POSITION HELD WITH COEUR PRINCIPAL OCCUPATION(2)
------- ------------------------ -----------------------
Dennis E. Wheeler Chairman of the Board of Directors, Chairman of the Board of Directors,
Chief Executive Officer Chief Executive Officer of Coeur
James J. Curran Director Corporate Director
YOUR VOTE IS IMPORTANT - PLEASE SUBMIT YOUR GREEN PROXY TODAY
IF YOU REQUIRE ASSISTANCE PLEASE CALL MACKENZIE PARTNERS, INC.--(212) 929-5500
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-9-
NAME(1) POSITION HELD WITH COEUR PRINCIPAL OCCUPATION(2)
------- ------------------------ -----------------------
James A. McClure Director Corporate Director
Cecil D. Andrus Director Chairman, Andrus Center for Public
Policy at Boise State University;
"Of Counsel" member of the Gallatin
Group (a policy consulting firm)
John H. Robinson Director Chairman, EPC Global, Ltd.
Robert E. Mellor Director Chairman, Chief Executive Officer
and President, Building Materials
Holding Corporation
Timothy R. Winterer Director Corporate Director
J. Kenneth Thompson Director President and Chief Executive
Officer, Pacific Star Energy LLC;
President of Pacific Rim Leadership
Development, LLC; Director, Alaska
Airlines and Alaska Air Group, Inc.
Robert Martinez President and Chief Operating President and Chief Operating
Officer Officer of Coeur
James A. Sabala Executive Vice-President, Chief Executive Vice-President, Chief
Financial Officer Financial Officer of Coeur
Donald J. Birak Senior Vice President - Exploration Senior Vice President - Exploration
of Coeur
Gary W. Banbury Senior Vice President and Chief Senior Vice President and Chief
Administrative Officer Administrative Officer of Coeur
Troy J. Fierro Vice President - Mining Operations Vice President - Mining Operations
of Coeur
James R. Arnold Vice President - Technical Services Vice President - Technical Services
and Projects and Projects of Coeur
Wayne L. Vincent Controller and Chief Accounting Controller and Chief Accounting
Officer Officer of Coeur
Mitchell J. Krebs Vice President - Corporate Vice President - Corporate
Development Development of Coeur
---------------
Notes:
(1) The business address for each of Coeur's directors and officers is 505 Front
Avenue, P.O. Box I, Coeur d'Alene, Idaho 83816-0316.
(2) During the past five years, each of Coeur's directors and officers has held
his present principal occupation with his present employer or its
predecessors or affiliates, except for: Mr. Robinson who, from April 2000 to
September 2002 was Executive Director of Amey plc (a business process
outsourcing company), from January 1999 to March 2000, was Vice Chairman of
Black & Veatch Inc. (an international engineering and construction firm);
Mr. Thompson who, from January 1998 to June 2000 was Executive Vice
President of ARCO Inc.'s Asia Pacific oil and gas operating companies; Mr.
Sabala who, from 1998 to 2003 was Chief Financial Officer and Controller for
Stillwater Mining Company; Mr. Birak who, from March 1999 to January 20,
2004 was Vice-President - Exploration of AngloGold North America, Inc.; Mr.
Arnold who, from September 1997 until February 2002 was President and Chief
Executive Officer of Knight Piesold and Company; and Mr. Krebs who, from
August 1999 to April 2000 was an associate with Allied Capital Corporation.
YOUR VOTE IS IMPORTANT - PLEASE SUBMIT YOUR GREEN PROXY TODAY
IF YOU REQUIRE ASSISTANCE PLEASE CALL MACKENZIE PARTNERS, INC.--(212) 929-5500
(collect) or 1-800-322-2885 (toll free)
-10-
NO PREVIOUS ACTIVITIES AS A DISSIDENT
None of Coeur, and to the knowledge of Coeur, any Coeur director or officer, or
any associate or affiliate of any such parties, has solicited proxies as a
dissident in the last ten years.
COEUR BENEFICIAL OWNERSHIP OF AND DEALINGS IN SECURITIES OF WHEATON
On June 18, 2004 Coeur purchased 1,000 Wheaton common shares at a purchase price
of $3.91 per Wheaton common share. As at the date of this Circular, none of
Coeur or its officers or directors, or any associate or affiliate of such
parties, owns, beneficially owns or exercises control or direction over any of
the securities of Wheaton or any affiliate of Wheaton, except as detailed above.
None of Coeur, and to the knowledge of Coeur, any Coeur director or officer, or
any associate or affiliate of any such parties, is or was within the preceding
year a party to a contract, arrangement or understanding with any person in
respect of securities of Wheaton, including joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits or the giving or withholding of proxies.
INTERESTS IN MATERIAL TRANSACTIONS OF WHEATON
None of Coeur, and to the knowledge of Coeur, any Coeur director or officer, or
any associate or affiliate of any such parties, has had any material interest,
direct or indirect, in any transaction since the commencement of Wheaton's last
financial year, or in any proposed transaction which has materially affected or
could materially affect Wheaton, other than the Enhanced Coeur Proposal.
CONTRACTS OR ARRANGEMENTS IN CONNECTION WITH WHEATON
There have been no contracts, arrangements or understandings entered into by
Coeur, and to the knowledge of Coeur, by any Coeur directors or officers or any
associate or affiliate of any such parties, with any person in respect of
securities of Wheaton, future employment by Wheaton or any of its affiliates, or
future transactions to which Wheaton or its affiliates will be a party.
INTERESTS IN THE MATTERS ACTED UPON AT THE FIRST MEETING AND TO BE ACTED UPON AT
THE NEW MEETING
To the best of the knowledge of Coeur, derived solely from the Wheaton Proxy
Circular, the only matters acted upon at the First Meeting were the matters
referred to in the Wheaton Proxy Circular. To the best knowledge of Coeur, the
only matter to be acted upon at the New Meeting is a vote of Wheaton
shareholders in respect of the IAMGold Arrangement Resolution as referred to in
the Wheaton Proxy Circular. Coeur did not have and does not have, and to the
knowledge of Coeur, none of the Coeur directors and officers, none of the
associates or affiliates of any such parties, had or has any material interest
in the matters acted upon or to be acted upon at the First Meeting or the New
Meeting, other than as a result of the Enhanced Coeur Proposal.
GENERAL PROXY INFORMATION
SOLICITATION OF PROXIES
This Circular is furnished by Coeur in connection with the solicitation by and
on its behalf of proxies for use at the New Meeting to be held on July 6, 2004,
at 11:00 a.m. (Toronto time) at the
YOUR VOTE IS IMPORTANT - PLEASE SUBMIT YOUR GREEN PROXY TODAY
IF YOU REQUIRE ASSISTANCE PLEASE CALL MACKENZIE PARTNERS, INC.--(212) 929-5500
(collect) or 1-800-322-2885 (toll free)
-11-
TSX Broadcast & Conference Centre, The Exchange Tower, 130 King Street West,
Toronto, and at any and all adjournments thereof. Proxies may be solicited by
mail, telephone, fax or other electronic means and in person, as well as by
newspaper or other media advertising.
The costs incurred in the preparation and mailing of this Circular and the
solicitation of proxies will be borne by Coeur. Coeur has engaged the services
of MacKenzie Partners, Inc. and CIBC World Markets Inc. to assist them in the
solicitation of proxies. MacKenzie Partners, Inc. will receive a minimum fee of
US$150,000 in connection with the services rendered for and on behalf of Coeur
and will also be reimbursed for certain out-of-pocket expenses incurred by it.
CIBC World Markets Inc. will be reimbursed by Coeur for certain out-of-pocket
expenses incurred by it in connection with the solicitation of proxies by it.
No person is authorized to give information or to make any representations other
than those contained in this Circular and, if given or made, such information or
representations must not be relied upon as having been authorized to be given or
made.
RECORD DATE AND VOTING SHARES
Wheaton has announced that the record date for determining shareholders entitled
to notice of the New Meeting is April 28, 2004 (the "Record Date"). For purposes
of the New Meeting, Wheaton has prepared a list of shareholders who were
registered on its records or the records of its transfer agent, CIBC Mellon
Trust Company, at the close of business on the Record Date. Each shareholder
named on the list is entitled, upon providing satisfactory identification, to
vote the common shares of Wheaton shown in such list as being held by such
shareholder (other than common shares for which a proxy has been given and not
revoked). To the extent that a Wheaton shareholder has transferred Wheaton
common shares after the Record Date and the transferee of such Wheaton common
shares produces a properly endorsed certificate for such Wheaton common shares
or otherwise establishes that the transferee owns them and demands, not later
than 10 days before the New Meeting, that the transferee's name be included in
the list of Wheaton shareholders entitled to vote at the New Meeting, in which
case the transferee will be entitled to vote such Wheaton common shares at the
New Meeting.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named as proxyholders in the accompanying GREEN proxy are Mitchell
Krebs, Tony Ebersole and Steven Balet. A shareholder wishing to appoint some
other person (who need not be a Wheaton shareholder) to represent him, her or it
at the New Meeting has the right to do so, either by inserting such person's
name in the blank space provided in the GREEN proxy or by completing another
proper form of proxy.
IN ORDER TO ENSURE THAT THEIR PROXIES CAN BE USED AT THE NEW MEETING,
SHAREHOLDERS SHOULD CAREFULLY COMPLETE AND SIGN THEIR GREEN PROXY AND FAX OR
MAIL THEIR GREEN PROXY TO THE FAX NUMBER OR ADDRESS SHOWN ON THE REVERSE OF THE
GREEN PROXY.
YOUR VOTE IS IMPORTANT - PLEASE SUBMIT YOUR GREEN PROXY TODAY
IF YOU REQUIRE ASSISTANCE PLEASE CALL MACKENZIE PARTNERS, INC.--(212) 929-5500
(collect) or 1-800-322-2885 (toll free)
-12-
IN ORDER TO ALLOW SUFFICIENT TIME FOR YOUR GREEN PROXY TO BE DELIVERED FOR USE
AT THE MEETING, WE URGE YOU TO SIGN, DATE AND RETURN YOUR PROXY SO THAT IT IS
RECEIVED PRIOR TO JULY 2, 2004 OR, IN THE CASE OF ANY ADJOURNMENT OR
POSTPONEMENT OF THE NEW MEETING, NO LATER THAN 48 HOURS (EXCLUDING SATURDAYS,
SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE ADJOURNED OR POSTPONED MEETING.
YOU MAY REVOKE A PROXY ALREADY GIVEN PURSUANT TO THE SOLICITATION OF PROXIES BY
THE MANAGEMENT OF WHEATON PURSUANT TO THE CIRCULAR.
A registered shareholder who has given a proxy may revoke such proxy by:
(i) completing and signing a valid proxy bearing a later date and
returning it to Mackenzie Partners, Inc. as described above; or
(ii) depositing an instrument in writing executed by the shareholder or
his, her or its attorney authorized in writing, and if the
shareholder is a corporation, by a duly authorized officer or
attorney of such corporation either: (a) at the registered office of
Wheaton at any time up to and including the last business day
preceding the day of the New Meeting, or any adjournment or
postponement thereof, at which the proxy is to be used; or (b) with
the chair of the New Meeting on the day of the New Meeting or any
adjournment or postponement thereof; or
(iii) in any other manner permitted by law.
REGISTERED SHAREHOLDERS
If you are a registered Wheaton shareholder, you should follow the procedures
set out in the GREEN proxy and as set out below. Even if you have already
submitted the proxy form that accompanied the Wheaton Proxy Circular, as
described above you may submit a GREEN proxy form thereby automatically revoking
the proxy that you have previously submitted.
In order to VOTE AGAINST the IAMGold Arrangement Resolution put forth in the
Wheaton Proxy Circular, you should do the following:
1. Complete the GREEN proxy by marking "VOTE AGAINST" the special resolution
to approve the arrangement under section 182 of the Business Corporations
Act (Ontario) involving IAMGold Corporation, 2045230 Ontario Inc. and
Wheaton.
2. Sign and date the GREEN proxy and fax it back to the number indicated on
the GREEN proxy. If faxing is not an option, please use the pre-paid
envelope enclosed with the GREEN proxy.
NON-REGISTERED SHAREHOLDERS
Only registered Wheaton shareholders or the persons they appoint as their proxy
holders are permitted to vote at the New Meeting. However, in many cases, shares
beneficially owned by a person (a "Non-Registered Holder") are registered
either:
(i) in the name of an intermediary (an "Intermediary") that the
Non-Registered Holder deals with in respect of the shares of Wheaton
(Intermediaries include, among others,
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-13-
banks, trust companies, securities dealers or brokers and trustees
or administrators of self-administered RRSPs, RRIFs, RESPs and
similar plans); or
(ii) in the name of a depository (such as The Canadian Depository for
Securities Limited or the Depository Trust Company) of which the
Intermediary is a participant.
In accordance with the requirements of National Instrument 54-101 Intermediaries
are required to forward all meeting materials to Non-Registered Holders.
Intermediaries often use service companies to forward the meeting materials to
Non-Registered Holders.
WITHOUT SPECIFIC INSTRUCTIONS, INTERMEDIARIES ARE PROHIBITED FROM VOTING SHARES
FOR THEIR CLIENTS. THEREFORE, NON-REGISTERED HOLDERS WHO WISH TO VOTE AGAINST
THE IAMGOLD ARRANGEMENT RESOLUTION SHOULD ENSURE THAT INSTRUCTIONS RESPECTING
THE VOTING OF THEIR WHEATON SHARES ARE COMMUNICATED TO THE INTERMEDIARY BY THE
APPROPRIATE TIME. A NON-REGISTERED HOLDER CANNOT USE A VOTING INSTRUCTION FORM
TO VOTE WHEATON SHARES DIRECTLY AT THE NEW MEETING. VOTING INSTRUCTIONS MUST BE
RETURNED TO THE INTERMEDIARY SUFFICIENTLY IN ADVANCE OF THE NEW MEETING TO HAVE
THOSE WHEATON SHARES VOTED.
Intermediaries often 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:
(i) be given a voting instruction form WHICH IS NOT SIGNED BY THE
INTERMEDIARY and which, when properly completed and signed by the
Non-Registered Holder and RETURNED TO THE INTERMEDIARY OR ITS
SERVICE COMPANY, will constitute voting instructions which the
Intermediary must follow. Typically, the voting instruction form
will consist of a one page pre-printed form. Sometimes, instead of
the one page pre-printed form, the voting instruction form will
consist of a regular printed proxy form accompanied by a page of
instructions which contains a removable label with a bar-code and
other information. In order for the form of proxy to validly
constitute a voting instruction form, the Non-Registered Holder must
remove the label from the instructions and affix it to the form of
proxy, properly complete and sign the form of proxy and submit it to
the Intermediary or its service company in accordance with the
instructions of the Intermediary or its service company; or
(ii) be given a form of proxy WHICH 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 not completed by the
Intermediary. Because the Intermediary has already signed the form
of proxy, this form of proxy is not required to be signed by the
Non-Registered Holder when submitting the proxy. In this case, the
Non-Registered Holder who wishes to submit a proxy should properly
complete the form of proxy and deposit it with MacKenzie Partners,
Inc., 105 Madison Avenue, New York, NY 10016 (fax: (212) 929-0308)
with respect to the Wheaton shares.
The purpose of these procedures is to permit Non-Registered Holders to direct
the voting of the shares of Wheaton they beneficially own. Should a
Non-Registered Holder wish to attend and vote at the New 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 person's named in the form of proxy
and insert the Non-Registered Holder or such other person's name in the blank
space provided. IN ANY CASE, NON-REGISTERED HOLDERS SHOULD CAREFULLY FOLLOW THE
INSTRUCTIONS OF THEIR
YOUR VOTE IS IMPORTANT - PLEASE SUBMIT YOUR GREEN PROXY TODAY
IF YOU REQUIRE ASSISTANCE PLEASE CALL MACKENZIE PARTNERS, INC.--(212) 929-5500
(collect) or 1-800-322-2885 (toll free)
-14-
INTERMEDIARY, INCLUDING THOSE REGARDING WHEN AND WHERE THE PROXY (OR ANY PROXY
AUTHORIZATION FORM) IS TO BE DELIVERED.
A Non-Registered Holder may revoke a form of proxy or voting instruction form
given to an Intermediary at any time by written notice to the Intermediary in
accordance with the instructions given to the Non-Registered Holder by its
Intermediary. In order to ensure that an Intermediary acts upon a revocation of
a proxy authorization form, the written notice should be received by the
Intermediary well in advance of the New Meeting. IF YOU HAVE ANY QUESTIONS OR
REQUIRE ANY ASSISTANCE IN VOTING, PLEASE CONTACT MACKENZIE PARTNERS, INC. AT
(212) 929-5500 OR 1-800-322-2885.
ADDITIONAL INFORMATION
Unless otherwise specified in this Circular, information set forth herein is as
of June 21, 2004. Additional information in respect of the First Meeting, the
New Meeting and Wheaton is contained in the Wheaton Proxy Circular dated April
30, 2004.
PRINCIPAL HOLDERS OF VOTING SHARES OF WHEATON
To the knowledge of Coeur, based on information contained in the Wheaton Proxy
Circular and documents filed by Fidelity Management and Research Company,
Fidelity Management Trust Company and Fidelity International Limited with the
Ontario Superior Court of Justice, no person beneficially owns, directly or
indirectly, or exercises control or direction over, shares of Wheaton carrying
more than ten per cent of the voting rights attached to all outstanding common
shares of Wheaton, except as set out below:
% OF OUTSTANDING
NAME NUMBER OF SHARES WHEATON SHARES
---- ---------------- ----------------
Fidelity fund and trust accounts(1)................ 77,688,499 13.7%
---------------
Note: (1) Comprised of Fidelity Management and Research Company, Fidelity
Management Trust Company and Fidelity International Limited and
certain other affiliates and associates of such companies.
YOUR VOTE IS IMPORTANT - PLEASE SUBMIT YOUR GREEN PROXY TODAY
IF YOU REQUIRE ASSISTANCE PLEASE CALL MACKENZIE PARTNERS, INC.--(212) 929-5500
(collect) or 1-800-322-2885 (toll free)
-15-
APPROVAL
The contents and sending of this Circular have been approved by the board of
directors of Coeur.
COEUR D'ALENE MINES CORPORATION
By: (Signed) "Dennis E. Wheeler"
Chairman and Chief Executive Officer
YOUR VOTE IS IMPORTANT - PLEASE SUBMIT YOUR GREEN PROXY TODAY
IF YOU REQUIRE ASSISTANCE PLEASE CALL MACKENZIE PARTNERS, INC.--(212) 929-5500
(collect) or 1-800-322-2885 (toll free)
TIME IS SHORT - DO NOT DELAY
YOUR VOTE "AGAINST" IS IMPORTANT
IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY
ASSISTANCE IN VOTING YOUR WHEATON SHARES
PLEASE CALL
MACKENZIE PARTNERS, INC.
(212) 929-5500 (COLLECT)
OR
1-800-322-2885 (TOLL FREE)
FORM OF PROXY
SOLICITED BY COEUR D'ALENE MINES CORPORATION FOR USE
AT A MEETING OF SHAREHOLDERS OF WHEATON RIVER MINERALS LTD.
SCHEDULED TO BE HELD ON JULY 6, 2004 AT 11:00 A.M. (TORONTO TIME)
AT THE TSX BROADCAST & CONFERENCE CENTRE,
THE EXCHANGE TOWER, 130 KING STREET WEST, TORONTO, ONTARIO
THIS PROXY IS NOT SOLICITED BY OR ON BEHALF OF MANAGEMENT OF
WHEATON RIVER MINERALS LTD.
The undersigned shareholder(s) of Wheaton River Minerals Ltd. ("WHEATON") hereby
appoint(s) Mitchell Krebs or, failing him, Tony Ebersole or, failing him, Steven
Balet or, instead of any of the foregoing,______________________________, as the
nominee and proxy of the undersigned, with full power of substitution, to
attend, act for and on behalf of, and vote all of the common shares of Wheaton
registered in the name of the undersigned on behalf of, the undersigned at the
meeting of shareholders of Wheaton (the "WHEATON MEETING") of the shareholders
of Wheaton to be held on Tuesday, July 6, 2004 and at any adjournment or
postponement thereof. Without limiting the generality of the power hereby
conferred, the nominees specified above shall vote or withhold from voting the
common shares of Wheaton represented by this proxy on any ballot that may be
called for at the Wheaton Meeting as indicated below.
COEUR D'ALENE MINES CORPORATION RECOMMENDS THAT YOU VOTE AGAINST
THE RESOLUTION LISTED IN (A) BELOW
(a) VOTED FOR ( ) OR AGAINST ( ) the special resolution to approve the
arrangement under section 182 of the Business Corporations Act (Ontario)
involving IAMGold Corporation, 2045230 Ontario Inc. and Wheaton, as more
particularly described in the joint management information circular of
Wheaton and IAMGold Corporation dated April 30, 2004, as may be amended
(the "WHEATON CIRCULAR"); and
(b) VOTE on such other business as may properly come before the Wheaton Meeting
or any adjournment or postponement thereof.
IF ANY AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE OF ANNUAL
AND SPECIAL MEETING DATED APRIL 30, 2004 AND THE SUPPLEMENTAL INTERIM ORDER
GRANTED BY THE ONTARIO SUPERIOR COURT OF JUSTICE ON JUNE 11, 2004 ARE PROPOSED
AT THE WHEATON MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF OR IF ANY
OTHER MATTER PROPERLY COMES BEFORE THE WHEATON MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF, THIS PROXY CONFERS DISCRETIONARY AUTHORITY UPON THE
PERSON(S) NAMED HEREIN TO VOTE ON SUCH AMENDMENTS OR VARIATIONS OR SUCH OTHER
MATTERS ACCORDING TO THE JUDGEMENT OF THE PERSON(S)VOTING THE PROXY AT THE
WHEATON MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
BY SUBMITTING THIS PROXY, THE UNDERSIGNED HEREBY REVOKES ANY PROXY PREVIOUSLY
GIVEN.
DATED this __________ day of ____________________, 2004.
------------------------------------------------------------ ------------------------------------------------------------
Signature of Shareholder (please sign exactly as your name Number of common shares of Wheaton represented by this proxy
appears on this form of Proxy)
------------------------------------------------------------ ------------------------------------------------------------
Name of Shareholder and Title or Authority (if applicable) Name of Soliciting Agent, if any
(please print)
PLEASE SEE NOTES ON REVERSE
-2-
YOUR VOTE IS IMPORTANT -- YOUR VOTE MUST BE RECEIVED BY JULY 2, 2004 FOR YOUR
VOTE TO COUNT
NOTES:
1. 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. If your common shares of Wheaton are
registered in the name of a securities dealer or broker or other
intermediary, you are a non-registered holder and you should carefully
review the section of the accompanying information circular dated June 21,
2004 prepared by Coeur d'Alene Mines Corporation (the "COEUR CIRCULAR")
entitled "General Proxy Information -- Non-Registered Holders" and
carefully follow the instructions of your intermediary. This proxy is only
valid in respect of the Wheaton Meeting or any adjournment or postponement
thereof.
2. All shareholders should refer to (i) the Coeur Circular for further
information regarding completion and use of this form of proxy, and (ii)
the Coeur Circular and Wheaton Circular for other information pertaining to
the Wheaton Meeting. The Wheaton Meeting is the result of a supplemental
interim order granted by the Ontario Superior Court of Justice on June 11,
2004 pursuant to which the shareholders of Wheaton are entitled to vote on
the arrangement resolution set out in paragraph (a) on the reverse of this
document and in the Wheaton Circular. As of June 21, 2004, Coeur d'Alene
Mines Corporation is not aware of any amendments to this resolution or any
other matters to be presented for action at the Wheaton Meeting.
3. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY OTHER THAN THE
PERSONS DESIGNATED HEREIN TO ATTEND AND ACT FOR SUCH SHAREHOLDER'S BEHALF
AT THE WHEATON MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF 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 AND, IN EITHER CASE,
DELIVERING THE COMPLETED EXECUTED PROXY TO MACKENZIE PARTNERS, INC. AS
INDICATED BELOW PRIOR TO JULY 2, 2004 OR, IN THE CASE OF ANY ADJOURNMENT OR
POSTPONEMENT OF THE WHEATON MEETING, NO LATER THAN 48 HOURS (EXCLUDING
SATURDAYS AND SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE ADJOURNED OR
POSTPONED WHEATON MEETING. THE PERSON OR COMPANY SO DESIGNATED NEED NOT BE
A SHAREHOLDER OF WHEATON, BUT MUST ATTEND THE WHEATON MEETING TO VOTE ON
YOUR BEHALF.
4. THE COMMON SHARES OF WHEATON REPRESENTED BY THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE INSTRUCTIONS OF THE SHAREHOLDER ON ANY BALLOT THAT MAY
BE CALLED FOR AND WHERE A CHOICE IS SPECIFIED, THE SHARES BE VOTED
ACCORDINGLY. WHERE NO CHOICE IS SPECIFIED FOR THE MATTER REFERRED TO IN (A)
THE SHARES SHALL BE VOTED AGAINST IN RESPECT OF THE MATTER REFERRED TO IN
SUCH ITEM.
5. To allow sufficient time for your proxy to be delivered for use at the
Wheaton Meeting, we urge you to sign, date and return your proxy so that it
is received by Mackenzie Partners, Inc. (in each case at the fax number
below) BY 11:00 A.M. (TORONTO TIME) ON JULY 2, 2004, or in the case of
adjournment or postponement of the Wheaton Meeting, no later than 48 hours
(excluding Saturdays and Sundays and holidays) before the time of the
adjourned or postponed Wheaton Meeting. If you have any concern about
meeting the deadline specified above, please contact MacKenzie Partners,
Inc. at one of the numbers specified at the bottom of this page.
6. PLEASE SIGN, DATE AND RETURN YOUR PROXY TODAY (I) BY FAX TO MACKENZIE
PARTNERS, INC. AT THE NUMBER SPECIFIED BELOW, OR (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 Coeur d'Alene Mines
Corporation.
PLEASE RETURN THE FORM OF PROXY, BY FAX OR IN THE ENVELOPE PROVIDED FOR THAT
PURPOSE, TO:
MacKenzie Partners, Inc.
105 Madison Avenue,
New York, NY 10016
FAX: (212) 929-0308
IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE IN VOTING YOUR WHEATON SHARES,
PLEASE CALL MACKENZIE PARTNERS, INC.
(212) 929-5500 (COLLECT) OR 1-800-322-2885 (TOLL FREE)