<PAGE> 1
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of March, 1999
International Uranium Corporation
(Translation of registrant's name into English)
Independence Plaza, Suite 950, 1050 Seventeenth Street, Denver, CO 80265
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
-------- ---------
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
-------- -------
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_______________.
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
International Uranium Corporation
---------------------------------
(Registrant)
Date: March 1, 1999 By: /s/ Earl E. Hoellen
--------------- ----------------------------------------
Earl E. Hoellen, President
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
99.1 Press Release Dated 2/24/99
99.2 Management Proxy Circular
99.3 Form of Proxy
99.4 Notice of Annual Meeting
99.5 Mailing List Return Card
</TABLE>
<PAGE> 1
JUDGE RENDERS DECISION IN FAVOR OF IUC'S APPLICATION TO PROCESS FUSRAP MATERIALS
AT WHITE MESA MILL
FEBRUARY 24, 1999 (IUC - TSE) ... INTERNATIONAL URANIUM CORPORATION (the
"Company") is pleased to announce that a U.S. Atomic Safety and Licensing Board
("ASLB") Panel Judge has ruled in favor of IUC's license amendment to allow IUC
to receive and process approximately 45,000 tons of uranium-bearing soil
material excavated from the Ashland 2 site, located near Buffalo, New York, at
its White Mesa Mill ("Mill") in Utah. The environmental remediation of the
Ashland 2 site is being administered by the U.S. Army Corps of Engineers
("Corps") under the Department of Energy's Formerly Utilized Sites Remedial
Action Program ("FUSRAP") which involves the clean up of former defense sites in
the U.S. This project is particularly noteworthy as it marks the first time that
the U.S. government has elected to recycle this material to recover uranium
before final disposal.
The White Mesa Mill ("Mill") was designed to process conventionally mined ores
to recover uranium. In addition, the Mill can also process "alternate feeds" to
recover uranium. Alternate feeds are uranium-bearing byproduct materials from
other processing facilities that are usually classified as waste products to the
generators of these materials. IUC can process these uranium-bearing materials
and recover uranium, in some cases, at a fraction of the cost of processing
conventional ore. In other cases, such as FUSRAP materials, the generators of
these alternate feed materials are willing to pay a recycling fee to IUC to
process these materials to recover uranium and then dispose of the remaining
byproduct. This gives IUC the ability to process alternate feeds and generate
earnings that are largely independent of uranium market prices.
IUC can process conventional ores at the Mill under a license granted by the
Nuclear Regulatory Commission ("NRC"). However, in order to process an alternate
feed at the Mill, IUC needs to receive an amendment to its NRC license for each
different alternate feed source. While the amendment process is routine, as with
any government licensing process, these amendment requests are subject to
challenge by interested parties. In the case of the Ashland 2 materials, the
State of Utah ("State") filed such a challenge to IUC's amendment with the ASLB.
The Ashland 2 materials, like most FUSRAP materials, are generally lower in
uranium concentration than the alternate feeds previously processed at the Mill.
The State objected to the processing of the Ashland 2 materials on the basis
that the recycling fee paid to IUC by the Corps far exceeded the expected value
of the contained uranium. As such, the State claimed that the processing of the
materials at the Mill for the recovery of uranium was merely a "sham," and that
the materials should therefore be disposed of directly in a disposal-only
facility. Generally, the State has jurisdiction over radioactive waste
disposal-only operations, while the NRC has jurisdiction over uranium processing
and disposal operations.
In rendering his decision, ASLB Judge Peter B. Bloch concluded that IUC's
license amendment met all of the requirements of the applicable statutes and
guidance and therefore its amendment was appropriately granted to it. He noted
that IUC produced the lowest bid for recycling these materials and that, from an
environmental standpoint, it is preferable to extract uranium from waste
materials before disposing of them. Finally, Judge Bloch noted that the State of
Utah's position regarding sham disposal was unfounded, stating "It seems to me
that the only "sham" that stops material from being [properly processed] is if
it is not actually milled. If it is milled, then it is not a sham."
While this decision represents a major victory for IUC in its pursuit of the
alternate feed processing business, the State of Utah has indicated that it
intends to appeal Judge Bloch's decision to the Commissioners of the NRC for
review. IUC is confident, however, that its position on the
<PAGE> 2
application of the regulatory guidance that allows the processing of these types
of alternate feeds will be upheld by the Commissioners. IUC remains convinced
that production of uranium from materials that are essentially a waste product
will be a growing, profitable and environmentally preferable business for the
future.
Headquartered in Denver, Colorado, IUC is engaged in the business of producing
uranium concentrates from mined ores and waste byproducts, and the selling and
trading of these concentrates in the international nuclear fuel market. In
addition, IUC also produces and sells vanadium as well as other metals that can
be produced as a co-product with uranium.
ON BEHALF OF THE BOARD
"Earl E. Hoellen"
President
<PAGE> 1
1999
Notice of annual meeting and
Management proxy circular
INTERNATIONAL URANIUM CORPORATION
<PAGE> 2
INTERNATIONAL URANIUM CORPORATION
(INCORPORATED UNDER THE LAWS OF ONTARIO)
MANAGEMENT PROXY CIRCULAR
All dollar amounts in this Management Proxy Circular
refer to United States currency, unless otherwise noted.
SOLICITATION OF PROXIES
This circular is furnished in connection with the solicitation by the management
of International Uranium Corporation (the "Corporation") of proxies to be used
at the annual meeting of the shareholders of the Corporation to be held at the
King Edward Hotel, 37 King Street East, Toronto, Ontario, Belgravia Room, on
Tuesday, March 23, 1999, at the hour of 4:30 o'clock in the afternoon (Toronto
time) for the purposes set forth in the enclosed notice. It is not intended to
use the accompanying proxy for the purposes of voting on the consolidated
financial statements of the Corporation and its subsidiaries prepared for the
fiscal year ended September 30, 1998 and the reports of management and the
auditors.
THIS SOLICITATION IS MADE BY THE MANAGEMENT OF THE CORPORATION. It is expected
that the solicitation will be primarily by mail. Proxies may also be solicited
personally or by telephone by officers, directors and regular employees of the
Corporation without special compensation. No solicitation will be made by
specifically engaged employees or soliciting agents. The cost of solicitation
will be borne by the Corporation. Except as otherwise stated, the information
contained herein is given as of January 31, 1999.
The Corporation has distributed copies of the notice of annual meeting of
shareholders, this circular and forms of proxy (collectively, the "documents")
to clearing agencies, securities dealers, banks and trust companies, or their
nominees ("intermediaries"), for onward distribution to shareholders of the
Corporation whose shares are held by or in the custody of those intermediaries
("non-registered shareholders"). The intermediaries are required to forward the
documents to non-registered shareholders.
The solicitation of proxies from non-registered shareholders will be carried out
by intermediaries, or by the Corporation if the names and addresses of
non-registered shareholders are provided by the intermediaries. The cost of the
solicitation will be borne by the Corporation.
Non-registered shareholders who wish to file proxies should follow the
directions of their intermediary with respect to the procedure to be followed.
Generally, non-registered shareholders will either:
(a) be provided with a form of proxy executed by the intermediary but
otherwise uncompleted. The non-registered shareholder may complete the
proxy and return it directly to the Corporation's transfer agent; or
(b) be provided with a request for voting instructions. The intermediary is
required to send the Corporation an executed form of proxy completed in
accordance with any voting instructions received by it.
APPOINTMENT, REVOCATION AND VOTING OF PROXIES
THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY ARE DIRECTORS OR OFFICERS OF THE
CORPORATION. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON TO REPRESENT
THE SHAREHOLDER AT THE MEETING OR ANY ADJOURNMENT THEREOF MAY DO SO EITHER BY
INSERTING THE PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR
BY COMPLETING ANOTHER PROPER FORM OF PROXY AND, IN EITHER CASE, DEPOSITING THE
COMPLETED PROXY AT THE OFFICE OF MONTREAL TRUST COMPANY OF CANADA AT THE ADDRESS
SPECIFIED IN THE PROXY NOT LESS THAN FORTY-EIGHT (48) HOURS (EXCLUDING SATURDAYS
AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ANY ADJOURNMENT THEREOF, OR WITH
THE CHAIRMAN OF THE MEETING PRIOR TO THE COMMENCEMENT OF THE MEETING OR ANY
ADJOURNMENT THEREOF.
A proxy given by a shareholder for use at the meeting or any adjournment thereof
may be revoked at any time prior to its use. In addition to revocation in any
other manner permitted by law, a proxy may be revoked by an instrument in
writing executed by the shareholder or by the shareholder's attorney authorized
in writing or, if the shareholder is a corporation, under its corporate seal or
by an officer or attorney thereof duly authorized, and deposited at the
registered office of the Corporation at any time up to and including the last
business day preceding the day of the meeting, or any adjournment
1
INTERNATIONAL URANIUM CORPORATION
<PAGE> 3
thereof, at which the proxy is to be used, or with the Chairman of the meeting
on the day of the meeting, or any adjournment thereof, and upon either of such
deposits the proxy is revoked. The registered office of the Corporation is
located at: Scotia Plaza, Suite 2100, 40 King St. West, Toronto, Ontario,
Canada, M5H 3C2.
The form of proxy affords the shareholder an opportunity to specify that the
shares registered in the shareholder's name shall be voted or withheld from
voting in respect of the election of each of management's nominees for directors
as set out in this circular as directors of the Corporation and the
reappointment of PricewaterhouseCoopers LLP as auditors of the Corporation at a
remuneration to be fixed by the board of directors of the Corporation (the
"Board").
On any ballot that may be called for, the shares represented by proxies in
favour of management nominees will be voted or withheld from voting in respect
of the election of each of management's nominees for directors as set out in
this circular as directors of the Corporation and the reappointment of
PricewaterhouseCoopers LLP as auditors at a remuneration to be fixed by the
Board, in each case in accordance with the specifications made by shareholders
in the manner referred to above
IN RESPECT OF PROXIES IN WHICH THE SHAREHOLDERS HAVE NOT SPECIFIED THAT THE
PROXY NOMINEES ARE REQUIRED TO VOTE OR WITHHOLD FROM VOTING IN RESPECT OF THE
ELECTION OF EACH OF MANAGEMENT'S NOMINEES FOR DIRECTORS AS SET OUT IN THIS
CIRCULAR AS DIRECTORS OF THE CORPORATION AND THE REAPPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS AUDITORS AT A REMUNERATION TO BE FIXED BY THE
BOARD, THE SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL
BE VOTED IN FAVOUR OF THE ELECTION OF EACH OF MANAGEMENT'S NOMINEES FOR
DIRECTORS AS SET OUT IN THIS CIRCULAR AS DIRECTORS OF THE CORPORATION AND IN
FAVOUR OF THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS AT A
REMUNERATION TO BE FIXED BY THE BOARD
THE ENCLOSED FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY ON THE PERSONS NAMED
IN IT WITH RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE
NOTICE OF MEETING OR OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF. At the time of printing of this circular the management
of the Corporation knows of no other matters to come before the meeting other
than the matters referred to in the notice of meeting. However, if any other
matters which are not now known to management should properly come before the
meeting or any adjournment thereof, the shares represented by proxies in favour
of management nominees will be voted on such matters in accordance with the best
judgment of the proxy nominee.
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF
As at the date hereof, there are 65,525,066 common shares of the Corporation
outstanding. Each shareholder is entitled to one vote for each common share
shown as registered in the shareholder's name on the record date. The directors
have fixed the close of business on February 11, 1999, as the record date for
the meeting. Only shareholders of record as at the close of business on February
11, 1999, are entitled to receive notice of and to attend and vote at the
meeting except to the extent that a person has transferred the ownership of any
such shares after that date and the transferee requests not later than 10 days
before the meeting that its name be included in the list of shareholders
entitled to vote at the meeting, in which case the transferee is entitled to
vote its shares at the meeting.
The following table sets forth the only persons who, to the knowledge of the
directors and officers of the Corporation, beneficially own or exercise control
or direction over shares carrying more than 10% of the voting rights attached to
all shares of the Corporation:
<TABLE>
<CAPTION>
================================================================================
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE
- --------------------------------------------------------------------------------
<S> <C> <C>
Lundin, Adolf H. 22,500,000 34.3%
================================================================================
</TABLE>
ELECTION OF DIRECTORS
The Board consists of seven (7) directors to be elected annually. Each director
will hold office until the next annual meeting of shareholders or until his
successor is duly elected unless his office is earlier vacated in accordance
with the by-laws of the Corporation. It is intended that on any ballot that may
be called for relating to the election of directors, the shares represented by
proxies in favour of management nominees will be voted in favour of the election
of each of such persons as
2
INTERNATIONAL URANIUM CORPORATION
<PAGE> 4
directors of the Corporation, unless a shareholder has specified in its proxy
that the shareholder's shares are to be withheld from voting in the election of
directors.
In the following table and notes is stated the name of each person proposed to
be nominated by management for election as a director, all other positions and
offices with the Corporation and any significant affiliate now held by him, if
any, his principal occupation or employment, the period or periods of service as
a director of the Corporation and the approximate number of shares of the
Corporation beneficially owned by him directly or indirectly or over which he
exercises control or direction:
<TABLE>
<CAPTION>
=================================================================================================================================
COMMON SHARES OF
THE CORPORATION
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, OR
CONTROLLED OR
PERIOD OF DIRECTED, AS AT
NAME AND MUNICIPALITY OF SERVICE AS A JANUARY 31, 1999 PRESENT PRINCIPAL OCCUPATION AND POSITION WITH
RESIDENCE DIRECTOR THE CORPORATION
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ADOLF H. LUNDIN May 9 Director and officer of a number of publicly-traded
Geneva, Switzerland 1997 natural resource companies, including: Lundin Oil AB,
to 22,500,000 Tenke Mining Corp., Argentina Gold Corp. and,
Present South Atlantic Resources Ltd.
- --------------------------------------------------------------------------------------------------------------------------------
LUKAS H. LUNDIN May 9 Chairman of the Board of the Corporation; Director
Vancouver, British Columbia 1997 and officer of a number of publicly-traded natural
to 265,000 resource companies, including: International Curator
Present Resources Ltd., Tenke Mining Corp., Argentina Gold
Corp., Red Sea Oil Corporation, Tanganyika Oil
Company Ltd. and South Atlantic Resources Ltd.
- --------------------------------------------------------------------------------------------------------------------------------
EARL E. HOELLEN May 9 President and Chief Executive Officer of the
Denver, Colorado 1997 1,000,000 Corporation.
to
Present
- --------------------------------------------------------------------------------------------------------------------------------
WILLIAM A. RAND May 9 Self-employed businessman.
Vancouver, British Columbia 1997 nil*
to
Present
- --------------------------------------------------------------------------------------------------------------------------------
JOHN H. CRAIG May 9 Lawyer, partner of Cassels Brock & Blackwell,
Toronto, Ontario 1997 110,000 Barristers and Solicitors.
to
Present
- --------------------------------------------------------------------------------------------------------------------------------
CHRISTOPHER J. F. HARROP May 9 Chairman and Director, Northern Securities Inc.
Toronto, Ontario 1997 300,926
to
Present
- --------------------------------------------------------------------------------------------------------------------------------
DAVID C. FRYDENLUND May 9 Vice President, General Counsel and Corporate
Denver, Colorado 1997 200,000 Secretary of the Corporation.
to
Present
=================================================================================================================================
</TABLE>
*A total of 200,000 shares are held in the name of Rand & Edgar Capital Corp., a
company which is owned by the families of Mr. Rand and of a business associate
of Mr. Rand.
3
INTERNATIONAL URANIUM CORPORATION
<PAGE> 5
Each of the above nominees was elected to his present term of office at the
annual and special meeting of shareholders of the Corporation held on March 23,
1998. The information as to shares beneficially owned or over which the
directors exercise control or direction, not being within the knowledge of the
Corporation, has been furnished by the respective directors individually.
All of the above-named nominees have held their present positions or other
executive positions with the same or associated firms or organizations during
the past five years, except as follows:
o During the period November 1990, to June 1995, Mr. Lukas H. Lundin was
President of International Musto Explorations Limited.
o Prior to October 1996, Mr. Hoellen was a uranium consultant and prior
thereto was, the president of Nuexco Trading Corp., a uranium trading
company.
o Prior to May 1998, Mr. Harrop was Senior Vice President and Director,
Canaccord Capital Corporation.
o During the period July 1996 to July 1997, Mr. Frydenlund was
Vice-President of Namdo Management Services Ltd., a management services
company. Prior to July 1996, Mr. Frydenlund was a partner with the law
firm of Ladner Downs.
If any of the above-named nominees is for any reason unavailable to serve as a
director, proxies in favour of management will be voted for another nominee in
their discretion unless the shareholder has specified in the proxy that its
shares are to be withheld from voting in the election of directors.
The Board does not have an executive committee. The following directors are
members of the Corporation's Audit Committee, the Corporation's Compensation
Committee, the Corporation's Corporate Governance Committee and the
Corporation's Environment, Health and Safety Committee:
<TABLE>
<CAPTION>
===========================================================================================================================
CORPORATE GOVERNANCE ENVIRONMENT, HEALTH AND
AUDIT COMMITTEE COMPENSATION COMMITTEE COMMITTEE SAFETY COMMITTEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
William A. Rand Lukas H. Lundin Christopher J.F. Harrop Christopher J.F. Harrop
John H. Craig William A. Rand William A. Rand David C. Frydenlund
Christopher J.F. Harrop John H. Craig John H. Craig John H. Craig
===========================================================================================================================
</TABLE>
APPOINTMENT AND REMUNERATION OF AUDITORS
In the past, the Board has negotiated with the auditors of the Corporation on an
arm's length basis in determining the fees to be paid to the auditors. Such fees
have been based upon the complexity of the matters in question and the time
incurred by the auditors. Management believes that the fees negotiated in the
past with the auditors were reasonable in the circumstances and would be
comparable to fees charged by auditors providing similar services.
PricewaterhouseCoopers LLP was first appointed as auditors of the Corporation on
May 9, 1997. Unless otherwise instructed, the proxies given pursuant to this
solicitation will be voted in favour of the reappointment of
PricewaterhouseCoopers LLP, Chartered Accountants, as auditors of the
Corporation to hold office until the close of the next annual meeting of the
Corporation, at a remuneration to be determined by the Board.
EXECUTIVE COMPENSATION
The Corporation is the product of an amalgamation under the Business
Corporations Act (Ontario) (the "Act") of two companies; namely, International
Uranium Corporation, incorporated on October 1996 under the laws of the Province
of Ontario pursuant to the Act, and Thornbury Capital Corporation, incorporated
under the laws of the Province of Ontario by Letters Patent on September 29,
1950. The amalgamation was made effective on May 9, 1997. The amalgamated
companies were continued under the name "International Uranium Corporation".
Accordingly, the following table summarizes the compensation of each of the
named executive officers of the Corporation for the fiscal year ended September
30, 1998 and for the period from amalgamation to September 30, 1997.
4
INTERNATIONAL URANIUM CORPORATION
<PAGE> 6
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
===================================================================================================================================
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------------------------------------------------------
AWARDS PAYOUTS
-----------------------------------------
OTHER SECURITIES RESTRICTED ALL OTHER
ANNUAL UNDER SHARES OR LTIP COMPEN-
NAME AND PRINCIPAL YEAR SALARY BONUS COMPEN- OPTIONS/SARS RESTRICTED PAYOUTS SATION
POSITION (US$)(1) (US$) SATION GRANTED SHARE UNITS (US$) (US$)
(US$) (#) (US$)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Earl E. Hoellen, 1998 180,000 Nil 2,500(9) Nil Nil Nil Nil
President and Chief 1997 71,014 Nil Nil 1,000,000 Nil Nil Nil
Executive Officer(2)
- -----------------------------------------------------------------------------------------------------------------------------------
David C. Frydenlund, 1998 150,000 Nil 9,000(4) Nil Nil Nil Nil
Vice President, General 1997(3) 37,397 Nil 78,599(5) 500,000 Nil Nil Nil
Counsel and Corporate
Secretary(2)
- -----------------------------------------------------------------------------------------------------------------------------------
Harold R. Roberts, 1998 140,000 Nil 2,025(9) Nil Nil Nil Nil
Vice President, 1997 55,233 Nil Nil 250,000 Nil Nil Nil
Operations
- -----------------------------------------------------------------------------------------------------------------------------------
Thad L. Meyer, 1998 118,429(6) Nil Nil 125,000 Nil Nil Nil
Vice President, Finance 1997 Nil Nil Nil Nil Nil Nil Nil
and Chief Financial
Officer
- -----------------------------------------------------------------------------------------------------------------------------------
Rick L. Townley, 1998 105,000 Nil 2,500(9) Nil Nil Nil Nil
Controller 1997 41,425 Nil Nil 100,000(8) Nil Nil Nil
of International
Uranium (USA)
Corporation(7)
===================================================================================================================================
</TABLE>
NOTES TO SUMMARY COMPENSATION TABLE
(1) The Corporation's currency for disclosure purposes is US dollars which are
the functional currency of the Corporation's operations.
(2) Each of Messrs. Earl E. Hoellen and David C. Frydenlund have contracts of
employment with the Corporation's subsidiary, International Uranium (USA)
Corporation. There is no compensatory plan or arrangement provided in such
contracts in respect of resignation, retirement, termination, change in
control of the Corporation or responsibilities. The expiry date of the
employment contracts are January 31, 2000 for Mr. Hoellen and June 30, 1999
for Mr. Frydenlund.
(3) Mr. Frydenlund commenced employment with the Corporation on July 1, 1997.
Comparative figures for Mr. Frydenlund represent the amounts earned in the
months of July, August and September, 1997.
(4) Other annual compensation is $9,000, being the dollar value of imputed
interest benefits from a loan provided to Mr. Frydenlund.
(5) Other annual compensation consists of US$78,599 comprised of US$14,013,
being the dollar value of imputed interest benefits from loans provided to
Mr. Frydenlund by the Corporation, US$20,400 being amounts reimbursed for
the payment of taxes incurred by Mr. Frydenlund in connection with
relocation expenses, and the remainder being relocation expenses paid by
the Corporation on behalf of Mr. Frydenlund.
(6) Mr. Meyer commenced employment with the Corporation on October 23, 1997.
Compensation figures for Mr. Meyer represent the amounts earned between
October 23, 1997 and September 30, 1998.
(7) International Uranium (USA) Corporation is the Corporation's operating
subsidiary in the United States.
5
INTERNATIONAL URANIUM CORPORATION
<PAGE> 7
(8) These options were repriced during the recently completed financial year
(see "Table of Option and SAR Repricings").
(9) Amounts represent 401K matching contributions made to the named executive's
retirement account per the Corporation's 401K Benefit Plan available to all
eligible employees.
There were no long-term incentive plan awards made to any of the named executive
officers of the Corporation during the most recently completed financial year.
In addition, there are no plans in place with respect to any of the named
individuals for termination of employment or change in responsibilities under
employment contracts.
The following table summarizes individual grants of options to purchase or
acquire securities of the Corporation or any of its subsidiaries (whether or not
in tandem with SARs) and freestanding SARs made during the most recently
completed financial year to each of the named executive officers:
OPTION/SAR GRANTS DURING THE MOST RECENTLY COMPLETED
FINANCIAL YEAR
<TABLE>
<CAPTION>
=============================================================================================================================
MARKET VALUE
OF SECURITIES
SECURITIES % OF TOTAL EXERCISE UNDERLYING
UNDER OPTIONS/ OPTIONS/SARS OR OPTIONS/SARS
SARS GRANTED TO BASE PRICE ON THE DATE OF
GRANTED EMPLOYEES IN (CDN$/ GRANT (CDN$/ EXPIRATION
NAME (#) FINANCIAL YEAR SECURITY) SECURITY) DATE
(a) (b) (c) (d) (e) (f)
=============================================================================================================================
<S> <C> <C> <C> <C> <C>
Thad L. Meyer 125,000 71.4% 1.25 1.25 Oct. 7, 2000
=============================================================================================================================
</TABLE>
AGGREGATED OPTIONS/SAR EXERCISES DURING THE MOST RECENTLY COMPLETED
FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
=============================================================================================================================
VALUE OF
UNEXERCISED
IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR END FISCAL YEAR
(#) END(1)
SECURITIES ACQUIRED AGGREGATE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE VALUE REALIZED UNEXERCISABLE UNEXERCISABLE
(#) (CDN$) (CDN$)
(a) (b) (c) (d) (e)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Earl E. Hoellen Nil nil 1,000,000 nil
- -----------------------------------------------------------------------------------------------------------------------------
David C. Frydenlund Nil nil 500,000 nil
- -----------------------------------------------------------------------------------------------------------------------------
Thad L. Meyer Nil nil 125,000 nil
- -----------------------------------------------------------------------------------------------------------------------------
Harold R. Roberts Nil nil 250,000 nil
- -----------------------------------------------------------------------------------------------------------------------------
Rick L. Townley Nil nil 100,000 nil
=============================================================================================================================
</TABLE>
(1) Based on the closing price of the common shares of the Corporation on The
Toronto Stock Exchange on September 30, 1998 of Cdn $0.45.
6
INTERNATIONAL URANIUM CORPORATION
<PAGE> 8
TABLE OF OPTION AND SAR REPRICINGS
<TABLE>
<CAPTION>
=============================================================================================================================
MARKET PRICE EXERCISE PRICE LENGTH OF
OF AT TIME ORIGINAL
SECURITIES SECURITIES AT OF REPRICING NEW OPTION TERM
UNDER OPTIONS/ TIME OF OR EXERCISE REMAINING
SARS REPRICING OR AMENDMENT PRICE AT DATE OF
DATE OF GRANTED AMENDMENT (CDN$/ (CDN$/ REPRICING OR
NAME REPRICING (#) (CDN$/SECURITY) SECURITY) SECURITY) AMENDMENT
(a) (b) (c) (d) (e) (f) (g)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Rick L. Townley June 17/98 100,000 0.55 1.25 0.75 691 Days
=============================================================================================================================
</TABLE>
7
INTERNATIONAL URANIUM CORPORATION
<PAGE> 9
The Corporation does not have any defined benefit or actuarial plans. In
addition, there are no compensatory plans or arrangements in place, including
payments to be received from the Corporation or its subsidiaries, with respect
to any of the above-named executive officers, which would result from the
resignation, retirement or any other termination of employment of such person's
employment with the Corporation and its subsidiaries or from a change of control
of the Corporation or any subsidiary of the Corporation or a change in the named
executive officer's responsibilities following a change in control.
The named executive officers are eligible to participate in the Corporation's
Employee Stock Purchase Plan (the "Purchase Plan"). The Purchase Plan was
established by the Board on February 4, 1998 and ratified and approved by
shareholders on March 23, 1998. No purchases were made by the named executive
officers during the recently-completed financial year under the Purchase Plan.
The aggregate indebtedness to the Corporation or any of its subsidiaries of all
officers, directors, employees and former officers, directors and employees of
the Corporation and its subsidiaries as at the date hereof is US$200,000.
TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
<TABLE>
<CAPTION>
=============================================================================================================================
LARGEST AMOUNT
OUTSTANDING DURING
FISCAL YEAR ENDED AMOUNT OUTSTANDING AS AT
NAME AND PRINCIPAL INVOLVEMENT OF ISSUER OR SEPTEMBER 30, 1998 JANUARY 31, 1999
POSITION SUBSIDIARY (US$) (US$)
(a) (b) (c) (d)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
David C. Frydenlund, Relocation loan made by the 200,000(1) 200,000
Vice President, General Corporation's
Counsel and Corporate subsidiary, International
Secretary Uranium (USA)
Corporation
=============================================================================================================================
</TABLE>
(1) Non-interest bearing, full recourse loan, secured by a mortgage interest on
the named executive's principal residence, granted in connection with the
named executive's relocation made on June 24, 1997, and repayable in full
on or before June 30, 1999.
COMPOSITION OF COMPENSATION COMMITTEE
The Corporation's Compensation Committee is comprised of three non-executive
directors; namely, Messrs. Lukas H. Lundin, William A. Rand and John H. Craig.
Mr. Lukas H. Lundin is Chairman of the Board.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee reviews and approves the recommendations of senior
management relating to the annual salaries, bonuses and stock option grants of
the executive officers of the Corporation. The Committee reports to the Board,
which in turn gives final approval to compensation matters.
Compensation for executive officers is composed primarily of two components;
namely, base salary and participation in the Corporation's share option plan to
encourage continued service and to reward creation of shareholder value. Bonuses
are awarded on an occasional basis dependent upon specific individual
performance. The provision of such benefits and perquisites is based in part on
their use for such executives and employees in the industry in general and their
value in assisting such executives and employees in carrying out their duties
effectively.
8
INTERNATIONAL URANIUM CORPORATION
<PAGE> 10
In establishing salary ranges for the President and Chief Executive Officer and
for other executives and senior employees, the Committee considers the average
salaries in the industry for such employees based on their collective knowledge
of such matters, and also takes into consideration individual qualifications,
performance, responsibilities and length of service.
Under the direction of the Committee, the Corporation is committed to the
fundamental principles of pay for performance, improved shareholder returns and
external competitiveness in the structure and administration of its compensation
program.
Submitted on behalf of the Compensation Committee
William A. Rand
Lukas H. Lundin
John H. Craig
PERFORMANCE GRAPH
The following graph compares the Corporation's cumulative total shareholder
return with the cumulative total return of the TSE 300 Composite Index, assuming
a Cdn$100 investment in common shares on May 16, 1997 (the Corporation's initial
trading date) and reinvestment of dividends, and the TSE Metals and Minerals
Index, during the period. All currency references in the graph are to Canadian
dollars.
[GRAPH]
<TABLE>
<CAPTION>
May 16, 1997 September 30, 1997 September 30, 1998
------------ ------------------ ------------------
<S> <C> <C> <C>
IUC 100.00 103.97 35.71
TSE 300 100.00 112.69 89.86
TSE Metals & Minerals 100.00 88.42 53.70
</TABLE>
9
INTERNATIONAL URANIUM CORPORATION
<PAGE> 11
COMPENSATION OF DIRECTORS
A. Standard Compensation Arrangements
None of the directors of the Corporation were compensated by the Corporation and
its subsidiaries during the most recently completed financial year for their
services in their capacity as directors, nor were any amounts paid to directors
for committee participation or special assignments. All expenses incurred by
directors in respect of their duties are reimbursed by the Corporation.
B. Other Arrangements
None of the directors of the Corporation were compensated in their capacity as
director by the Corporation and its subsidiaries during the most recently
completed financial year pursuant to any other arrangement or in lieu of any
standard arrangement.
C. Compensation for Services
Since the commencement of the recently completed financial year, the law firm of
Cassels Brock & Blackwell, Barristers and Solicitors of which Mr. John H. Craig
is a partner, was paid US$50,197 for legal services rendered as solicitors for
the Corporation.
On May 9, 1997, the Corporation entered into a services agreement with Namdo
Management Services Ltd., a private corporation owned by Mr. Lukas H. Lundin, a
director of the Corporation, pursuant to which the Corporation pays Namdo the
sum of Cdn$12,000 per month for certain corporate and administrative services.
Namdo has approximately 12 employees and provides administrative and financial
services to a number of public companies. Accordingly, there is no basis for
allocating the amounts paid by Namdo to Mr. Lundin in respect of services
provided to the Corporation.
No other director was compensated either directly or indirectly by the
Corporation and its subsidiaries during the most recently completed financial
year for services as consultants or experts.
STATEMENT OF CORPORATE GOVERNANCE PRACTICE
The Board implicitly and explicitly acknowledges its responsibility for the
stewardship of the Corporation:
(i) The Board participates in strategic planning as the acceptor and/or
adopter of the strategic plans proposed and developed by management. The
strategic planning process has been the responsibility of management. The
Board will undertake periodic reviews of the strategic planning process.
(ii) The Board has considered and does in its deliberations consider the
principal risks of the Corporation's business and receives periodic
reports from management of the Corporation's assessment and management of
those risks.
(iii) The Board has, from time to time, considered succession issues and takes
responsibility for appointing and monitoring officers of the Corporation.
(iv) The Board has discussed and considered how the Corporation communicates
with its various shareholders and periodically reviews and approves the
Corporation's communications with the public.
(v) The Board, directly and through its Audit Committee, assesses the
integrity of the Corporation's internal control and management information
systems.
The Board has established a Corporate Governance Committee that has been given
the responsibility of developing and monitoring the Corporation's approach to
corporate governance issues. The Corporate Governance Committee is comprised of
three directors, each of whom is an outside, unrelated director.
10
INTERNATIONAL URANIUM CORPORATION
<PAGE> 12
The Board encourages senior management to participate in appropriate
professional and personal development activities, courses and programs, and
supports management's commitment to the training and development of all
permanent employees.
The Board is currently comprised of seven (7) members, of whom five (5) are
unrelated directors. Mr. Adolf H. Lundin, a director of the Corporation may also
be considered a "significant shareholder" which, as defined by the Corporate
Governance Guidelines established by The Toronto Stock Exchange, is a
shareholder with the ability to exercise a majority of votes for the election of
directors. Mr. Lundin currently owns or controls approximately 34.3% of the
voting shares of the Corporation.
The Board has considered the relationship of each director. Two (2) current
directors, namely, Earl E. Hoellen and David C. Frydenlund, are related by
virtue of their holding management positions. John H. Craig periodically
provides legal services to the Corporation. He is, however, not considered to be
related because of the size of his fees for such services relative to the
overall fee income of his practice. Messrs. Adolf H. Lundin, William A. Rand,
John H. Craig, Christopher J.F. Harrop and Lukas H. Lundin are all unrelated. In
addition, Mr. Harrop does not have an interest in or relationship with either
the Corporation or Mr. Adolf H. Lundin, its significant shareholder. As a
result, Mr. Harrop's interest, along with the interests of other directors, can
be considered to fairly reflect the investment in the Corporation by
shareholders other than the significant shareholder.
The Board has not constituted a formal nominating committee to be responsible
for proposing new nominees to the Board and for assessing directors on an
ongoing basis. Nominations are the result of recruitment efforts by the Chairman
of the Board and the CEO and discussed informally with several directors before
being brought to the Board as a whole.
Board members are presently not compensated other than by stock options;
expenses are reimbursed at cost. The Corporation has developed position
descriptions for the Board and the CEO. Generally, operations in the ordinary
course or that are not in the ordinary course and do not exceed material levels
of expenditures or commitment on the part of the Corporation have been delegated
to management. Decisions relating to matters that are not in the ordinary course
and that involve material expenditures or commitments on the part of the
Corporation generally require prior approval of the Board. As the Board has
plenary power, any responsibility which is not delegated to management or a
Board committee remains with the Board.
The Board has functioned, and is of the view that it can continue to function,
independently of management, as required. The Board has appointed a chair of the
Board who is other than the CEO. It is common practice for the Chairman and CEO
to delegate the chair to a non-related director during Board meetings.
The Board has not met without management present. If the Board believed it was
appropriate and meaningful it would formalize the process by which the Board
would meet without management and for handling the Board's overall relationship
with management.
Each of the Audit Committee, the Compensation Committee and the Corporate
Governance Committee is composed of three (3) non-management, non-related
directors.
Due to the size and nature of the Corporation, the roles and responsibilities of
the Audit Committee have been specifically defined and include oversight
responsibility for management reporting on internal control. The Audit Committee
has direct communication channels with the external auditors. Due to its size,
the Corporation has no formal internal audit process.
The Board has considered its size with a view to the impact of size upon its
effectiveness and has concluded that the number of directors, as presently
constituted, is appropriate for a corporation of the size and complexity of the
Corporation. The Board, as presently constituted, brings together a mix of
skills, backgrounds, ages and attitudes that the Board considers appropriate to
the stewardship of the Corporation. The periodic review of this issue has been
mandated to the Corporate Governance Committee.
The Corporate Governance Committee has been charged with the responsibility of
assessing and monitoring the effectiveness of the Board as a whole, the
committees of the Board and the contribution of individual directors.
11
INTERNATIONAL URANIUM CORPORATION
<PAGE> 13
The Board has put structures in place to ensure effective communication between
the Corporation, its shareholders and the public. The Corporation has
established an investor relations and corporate development procedure where
every shareholder inquiry receives a prompt response. One of the objectives of
corporate development is to ensure a strong, cohesive, sustained and positive
image of the Corporation for its shareholders, governments and the public.
The Corporation does not currently have a formal process of orientation and
education for new members of the Board. However, the Corporate Governance
Committee has been charged with the responsibility of developing an orientation
and education program for new recruits to the Board, where required.
The Board has adopted a system which would enable an individual director to
engage an outside advisor at the expense of the Corporation in appropriate
circumstances. If such an engagement were appropriate it would be subject to the
approval of the Chairman, with the right of the director to appeal the decision
of the Chairman to the Corporate Governance Committee.
The mining and milling industry, by its very nature, can have a significant
impact on the natural environment. As a result, environmental planning and
compliance must play an ever-increasing part in the operations of any company
engaged in these activities. The Corporation takes these issues very seriously
and has established an Environment, Health and Safety Committee to oversee the
Corporation's efforts to act in a responsible and concerned manner with respect
to matters affecting the environment, health and safety.
INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
None of the directors, executive officers or senior officers of the Corporation,
proposed nominees for directors, or associates or affiliates of said persons,
have been indebted to the Corporation at any time since the beginning of the
last completed financial year of the Corporation, apart from those separately
disclosed herein.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
During the financial year ended September 30, 1998, except as otherwise
disclosed in this circular, none of the insiders of the Corporation nor any
proposed nominee for election as director, nor any associate or affiliate of
said persons, has had any material interest, direct or indirect, in any
transaction, which has materially affected or would materially affect the
Corporation or any of its subsidiaries.
MANAGEMENT CONTRACTS
Management functions of the Corporation are performed by directors, executive
officers or senior officers of the Corporation and not, to any substantial
degree, by any other person with whom the Corporation has contracted.
CERTIFICATE
The contents and the distribution of this management proxy circular have been
approved by the Board.
DATED at Denver, Colorado, this 12th day of February, 1999.
BY ORDER OF THE BOARD
(Signed) David C. Frydenlund,
Vice President, General Counsel
and Corporate Secretary
12
INTERNATIONAL URANIUM CORPORATION
<PAGE> 14
NOTES TO PROXY
1. IN RESPECT OF PROXIES IN WHICH THE SHAREHOLDERS HAVE NOT SPECIFIED THAT THE
PROXY NOMINEES ARE REQUIRED TO VOTE OR WITHHOLD FROM VOTING IN RESPECT OF
THE ELECTION OF EACH OF MANAGEMENT'S NOMINEES FOR DIRECTORS AND THE
REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS AT A REMUNERATION
TO BE FIXED BY THE BOARD OF DIRECTORS OF THE CORPORATION, THE SHARES
REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN
FAVOUR OF THE ELECTION OF EACH OF MANAGEMENT'S NOMINEES SET OUT IN THE
MANAGEMENT PROXY CIRCULAR AS DIRECTORS OF THE CORPORATION AND IN FAVOUR OF
THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS AT A
REMUNERATION TO BE FIXED BY THE BOARD OF DIRECTORS OF THE CORPORATION.
2. THE PROXY FORM MUST BE SIGNED AND DATED BY THE SHAREHOLDER OR THE
SHAREHOLDER'S ATTORNEY AUTHORIZED IN WRITING, OR, IF THE SHAREHOLDER IS A
CORPORATION, BY ANY OFFICER OR ATTORNEY DULY AUTHORIZED. IF THE PROXY FORM
IS NOT DATED IN THE SPACE PROVIDED IT IS DEEMED TO BEAR THE DATE ON WHICH
IT IS MAILED BY MANAGEMENT OF THE CORPORATION.
3. Properly executed forms of proxy must be deposited with the Corporation's
transfer agent not less than forty-eight (48) hours (excluding Saturdays
and holidays) before the time of the meeting or any adjournment thereof, or
with the Chairman of the meeting prior to the commencement of the meeting
or any adjournment thereof. Please mail, fax or deliver your proxy to the
Corporation's transfer agent at the following address:
MONTREAL TRUST COMPANY OF CANADA
4th Floor, 510 Burrard Street
Vancouver, British Columbia
V6C 3B9
Fax: (604) 683-3694
<PAGE> 1
INTERNATIONAL URANIUM CORPORATION
FORM OF PROXY
THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, MARCH 23, 1999
The undersigned shareholder of INTERNATIONAL URANIUM CORPORATION (the
"Corporation") hereby appoints EARL E. HOELLEN, the President and Chief
Executive Officer of the Corporation, or failing him, LUKAS H. LUNDIN, the
Chairman of the Board of the Corporation, or failing him, DAVID C. FRYDENLUND,
the Corporate Secretary of the Corporation, OR INSTEAD OF ANY OF THE FOREGOING,
_______________________ as proxy of the undersigned, to attend, act and vote in
respect of all common shares registered in the name of the undersigned at the
Annual Meeting of the Shareholders of the Corporation to be held in Toronto,
Ontario, Canada on Tuesday, the 23rd day of March, 1999 (the "Meeting"), and at
any and all adjournments thereof, in the same manner, to the same extent and
with the same power as if the undersigned were personally present. Without
limiting the general powers hereby conferred, the said proxy is directed to vote
as follows:
MANAGEMENT RECOMMENDS A VOTE FOR THE APPOINTMENT
OF AUDITOR AND FOR THE ELECTION OF DIRECTORS.
1. To reappoint PricewaterhouseCoopers LLP,
Chartered Accountants, as the auditors of the
Corporation for the ensuing year, at a
remuneration to be fixed by the board of
directors of the Corporation:
____ FOR _____ WITHHOLD
2. To elect each of management's nominees for
directors, as set out in the accompanying
Management Proxy Circular, as directors of
the Corporation for the ensuing year:
____ FOR _____ WITHHOLD
3. To vote on such other business as may
properly come before the meeting or any
adjournments thereof.
For full details of each of the resolutions referred to above, please see the
accompanying Notice of Meeting and Management Proxy Circular. IF ANY AMENDMENTS
OR VARIATIONS TO THE MATTERS IDENTIFIED IN THE NOTICE OF MEETING ARE PROPOSED AT
THE MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF, OR IF ANY OTHER MATTERS
WHICH ARE NOT NOW KNOWN TO MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT OR ADJOURNMENTS THEREOF, THIS PROXY CONFERS DISCRETIONARY
AUTHORITY ON THE PERSON VOTING THE PROXY TO VOTE ON SUCH AMENDMENTS OR
VARIATIONS OR SUCH OTHER MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF SUCH
PERSON.
A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON TO REPRESENT SUCH SHAREHOLDER
AND TO ATTEND AND ACT FOR SUCH SHAREHOLDER ON ITS BEHALF AT THE MEETING OR ANY
ADJOURNMENT THEREOF OTHER THAN THE NOMINEES DESIGNATED ABOVE AND MAY EXERCISE
SUCH RIGHT BY INSERTING THE NAME OF ITS NOMINEE IN THE SPACE PROVIDED ABOVE FOR
THAT PURPOSE.
DATED this _______________ day of ____________________, 1999.
---------------------------------------------
Signature of Shareholder
---------------------------------------------
Name of Shareholder (please print)
---------------------------------------------
Number of Shares Held
<PAGE> 1
INTERNATIONAL URANIUM CORPORATION
(INCORPORATED UNDER THE LAWS OF ONTARIO)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual meeting (the "Meeting") of the
shareholders of INTERNATIONAL URANIUM CORPORATION (the "Corporation") will be
held at the KING EDWARD HOTEL, 37 KING STREET EAST, TORONTO, ONTARIO, BELGRAVIA
ROOM, ON TUESDAY, MARCH 23, 1999, AT THE HOUR OF 4:30 P.M. (TORONTO TIME) for
the following purposes:
1. to receive the consolidated financial statements of the Corporation for
the year ended September 30, 1998 together with the report of the
auditors thereon.
2. to appoint auditors to hold office until the next annual meeting, at a
remuneration to be fixed by the board of directors of the Corporation;
3. to elect directors to hold office until the next annual meeting of the
Corporation; and
4. to transact such further and other business as may properly come before
the Meeting or any adjournment or adjournments thereof.
The Management Proxy Circular (the "Circular") and a copy of the 1998 Annual
Report, including the consolidated financial statements of the Corporation for
the year ended September 30, 1998, accompany this Notice of the Meeting.
Reference is made to the Circular for details of the matters to be considered at
the Meeting.
Proxies are being solicited by management of the Corporation. Shareholders who
are unable to be present in person at the Meeting are requested to date,
complete and sign the enclosed form of proxy and return it in the addressed
envelope provided for that purpose. To be effective, proxies must be deposited
with the Corporation's transfer agent not less than forty-eight (48) hours
(excluding Saturdays and holidays) before the time of the meeting or any
adjournment thereof, or with the Chairman of the meeting prior to the
commencement of the meeting or any adjournment thereof.
BY ORDER OF THE BOARD
(Signed) David C. Frydenlund,
Vice-President, General Counsel
and Corporate Secretary
Denver, Colorado
February 12, 1999
INTERNATIONAL URANIUM CORPORATION
1320-885 West Georgia Street
Vancouver, B.C. V6C 3E8
Telephone: (604) 689-7842
Fax: (604) 689-4250
<PAGE> 1
INTERNATIONAL URANIUM CORPORATION
SUPPLEMENTAL MAILING LIST RETURN CARD
(NATIONAL POLICY NO. 41)
The undersigned certifies that he/she is the owner of securities (other than
debt instruments) of INTERNATIONAL URANIUM CORPORATION (the "Corporation") and
requests that he/she be placed on the Corporation's Supplemental Mailing List in
respect of its interim financial statements.
NAME OF SHAREHOLDER:
------------------------------------
(Please Print)
ADDRESS:
------------------------------------
------------------------------------
SIGNATURE:
------------------------------------
DATE:
------------------------------------
NOTE: IF YOU WISH TO BE INCLUDED IN THE CORPORATION'S SUPPLEMENTAL MAILING
LIST IN ORDER TO RECEIVE ITS INTERIM FINANCIAL STATEMENTS, PLEASE
COMPLETE AND RETURN THIS CARD TO:
MONTREAL TRUST COMPANY OF CANADA
4TH FLOOR
510 BURRARD STREET
VANCOUVER, BRITISH COLUMBIA
V6C 3B9
OR YOU MAY RETURN THIS CARD ALONG WITH YOUR PROXY IN THE ATTACHED
ENVELOPE. AS THE SUPPLEMENTAL MAILING LIST WILL BE UPDATED EACH
YEAR, A RETURN CARD WILL BE REQUIRED ANNUALLY IN ORDER TO REMAIN ON
THE LIST.
