<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
GLAMIS GOLD LTD
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[LOGO]
GLAMIS GOLD LTD.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TAKE NOTICE that the annual general meeting (the "Meeting") of Shareholders of
GLAMIS GOLD LTD. (the "Company") will be held AT THE SHERATON CENTRE, 123 QUEEN
STREET WEST, TORONTO, ONTARIO, ON WEDNESDAY, APRIL 28, 1999 AT 2:00 P.M., LOCAL
TIME, for the following purposes:
1. To receive and consider the consolidated financial statements of the Company
for the fiscal year ended December 31, 1998, together with the auditors'
report thereon;
2. To receive the report of the directors of the Company;
3. To establish the size of the Board of Directors at 7;
4. To elect directors of the Company for the ensuing year;
5. To appoint auditors of the Company for the ensuring year and to authorize the
directors to fix their remuneration;
6. To consider and if thought advisable, approve an ordinary resolution to
ratify the cancellation and subsequent regrant of incentive share purchase
option ("Options") to certain employees and insiders of the Company under the
Company's Amended Incentive Share Purchase Option Plan;
7. To consider amendments to or variations of any matter identified in this
Notice; and
8. To transact such other business as may properly come before the Meeting.
An Information Circular accompanies this Notice and contains details of matters
to be considered at the Meeting. The financial statements for the fiscal year
ended December 31, 1998, together with the auditors' report thereon, form part
of the Annual Report of the Company which also accompanies this Notice.
Only those shareholders of record at the close of business on March 22, 1999
will be entitled to receive notice of and vote at the Meeting.
SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON AND WHO WISH TO
ENSURE THAT THEIR SHARES WILL BE VOTED AT THE MEETING ARE REQUESTED TO COMPLETE,
SIGN AND MAIL THE ENCLOSED FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS SET
OUT IN THE PROXY AND IN THE INFORMATION CIRCULAR ACCOMPANYING THIS NOTICE.
DATED at Reno, Nevada, March 22, 1999.
BY ORDER OF THE BOARD
C. KEVIN MCARTHUR
PRESIDENT & CHIEF EXECUTIVE OFFICER
<PAGE> 3
GLAMIS GOLD LTD.
5190 NEIL ROAD, SUITE 310
RENO, NEVADA 89502 U.S.A.
INFORMATION CIRCULAR
(PROXY STATEMENT)
AS AT MARCH 8, 1999
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 1999
SUMMARY
This Information Circular (Proxy Statement) is furnished to shareholders of
record of GLAMIS GOLD LTD. (the "Company") as of March 22, 1999, (the "Record
Date"), in connection with the solicitation of proxies by the Board of Directors
of the Company to be used in voting at the Company's annual general meeting of
shareholders to be held on APRIL 28, 1999 (THE "MEETING") AT 2:00 P.M., LOCAL
TIME, AT THE SHERATON CENTRE, 123 QUEEN STREET WEST, TORONTO, ONTARIO, for the
following purposes:
1. To receive and consider the consolidated financial statements of the Company
for the fiscal year ended December 31, 1998, together with the auditors'
report thereon;
2. To receive the report of the directors of the Company;
3. To establish the size of the Board of Directors at 7;
4. To elect directors of the Company for the ensuing year;
5. To appoint auditors of the Company for the ensuring year and to authorize the
directors to fix their remuneration;
6. To consider and if thought advisable, approve an ordinary resolution to
ratify the cancellation and subsequent regrant of incentive share purchase
option ("Options") to certain employees and insiders of the Company under the
Company's Amended Incentive Share Purchase Option Plan;
7. To consider amendments to or variations of any matter identified in this
Notice; and
8. To transact such other business as may properly come before the Meeting.
It is anticipated that the accompanying Notice of Annual General Meeting and
this Information Circular (Proxy Statement) will be sent to shareholders on or
about March 31, 1999.
Dollar amounts stated herein are in U.S. dollars unless otherwise stated.
SOLICITATION OF PROXIES
THIS INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF
PROXIES BY THE MANAGEMENT OF GLAMIS GOLD LTD. (THE "COMPANY") FOR USE AT THE
ANNUAL GENERAL MEETING (THE "MEETING") OF SHAREHOLDERS TO BE HELD ON APRIL 28,
1999 AT THE TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE ACCOMPANYING
NOTICE OF MEETING AND AT ANY ADJOURNMENT THEREOF. Pursuant to section 111 of the
Company Act
<PAGE> 4
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(British Columbia) advance notice of the Meeting was published in The Vancouver
Sun newspaper on March 2, 1999. While it is expected the solicitation will be
primarily by mail, proxies may be solicited personally or by telephone by
directors, officers and regular employees of the Company. All solicitation costs
will be borne by the Company.
APPOINTMENT AND REVOCATION OF PROXIES
PROXIES
The individuals named in the accompanying form of proxy are the Chairman of the
Board of Directors and the President and Chief Executive Officer of the Company.
A SHAREHOLDER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A
SHAREHOLDER) TO REPRESENT HIM AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY
INSERTING SUCH PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR
BY COMPLETING ANOTHER FORM OF PROXY. A form of proxy will not be valid unless it
is completed and delivered to Montreal Trust Company, 510 Burrard Street,
Vancouver, British Columbia, Canada, V6C 3B9, not less than 48 hours (excluding
Saturdays, Sundays and holidays) before the Meeting at which the person named
therein purports to vote in respect thereof.
A shareholder who has given a proxy may revoke it by an instrument in writing
delivered either to Montreal Trust Company or the registered office of the
Company at 1500, 1055 West Georgia Street, P.O. Box 11117, Vancouver, BC Canada
V6E 4N7, at any time up to and including the last business day that precedes the
day of the Meeting or, if adjourned, any reconvening thereof, or in any other
manner provided by law. In addition, a proxy does not affect any matter on which
a vote has been taken before the revocation.
EXERCISE OF DISCRETION
Nominees named in the accompanying form of proxy will vote or withhold from
voting the shares represented thereby in accordance with the instructions of the
shareholders or any ballot that may be called for. The proxy confers
discretionary authority upon the nominees named therein with respect to:
(a) each matter or group of matters identified therein for which a choice
is not specified, other than the appointment of auditors and the
election of directors,
(b) any amendment to or variation of any matter identified therein, and
(c) any other matter that may properly come before the Meeting.
IN RESPECT OF MATTERS FOR WHICH A CHOICE IS NOT SPECIFIED IN THE PROXY, THE
NOMINEES NAMED IN THE ACCOMPANYING FORM OF PROXY WILL VOTE SHARES REPRESENTED BY
THE PROXY FOR THE APPROVAL OF SUCH MATTER OR GROUP OF MATTERS DESCRIBED IN THE
PROXY.
As of the date of this Information Circular management of the Company knows of
no amendment, variation or other matter that may come before the Meeting, but if
any amendment, variation or other matter is properly brought before the Meeting
each nominee intends to vote thereon in accordance with his best judgment.
<PAGE> 5
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SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
VOTING SHARES
As of March 22, 1999, the Company had outstanding 68,347,432 fully paid and
non-assessable common shares ("Shares") without par value, each share carrying
the right to one vote.
Only shareholders of record at the close of business on March 22, 1999, who
either personally attend the Meeting or has completed and delivered a form of
proxy in the manner and subject to the provisions described above will be
entitled to vote or to have his Shares voted at the Meeting. A quorum for
general meetings of shareholders is 2 persons present and being, or being, or
representing by proxy, shareholders holding not less than one-twentieth of the
issued shares entitled at the Meeting.
No Share of the Company registered in the name of a broker or its nominee, but
not beneficially owned by it, may be voted by the broker at the Meeting unless
the broker provides a copy of the proxy material for the meeting to the
beneficial owner of the shares with a written request for voting instructions
and such instructions are received at least 24 hours before the expiry of the
time within which proxies must be deposited.
PRINCIPAL SHAREHOLDERS
To the knowledge of the directors and executive officers of the Company, no
person or corporation beneficially owns, directly or indirectly, or exercises
control or direction over shares carrying more than 5% of the voting rights
attached to all outstanding Shares of the Company as at March 8, 1999.
SECURITY OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets as of March 8, 1999, ownership of Shares by each
Director and nominee for Director of the Company, each Executive Officer of the
Company named in the Summary Compensation Table and by all Directors and
Executive Officers of the Company, who are such as at the date hereof, as a
group, without naming them. All such Shares are directly owned by the person
shown unless otherwise indicated by footnote.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
- ------------------------ ----------------------- --------
<S> <C> <C>
A. Dan Rovig 67,500(1) .10%
C. Kevin McArthur 212,500(2) .31%
James R. Billingsley 262,500(3) .39%
Ian S. Davidson 102,500(4) .15%
Jean Depatie 40,000(5) .06%
Francis O'Kelly 162,500(6) .24%
Hans von Michaelis 40,000(7) .06%
Daniel J. Forbush 128,125(8) .19%
Kenneth F. Williamson (Nominee) 0 0%
Leonard Harris (Nominee) 40,000(9) .06%
Directors and Executive
Officers as a Group (10 persons) 1,055,625 1.6%
</TABLE>
Notes:
(1) Includes options exercisable within 60 days for the purchase of 62,500
shares at a price of Cdn.$3.19 on or before December 1, 2003.
<PAGE> 6
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(2) Includes options exercisable within 60 days for the purchase of 40,000
shares exercisable at Cdn.$9.25 per share on or before July 16, 2001;
60,000 shares exercisable at Cdn.$9.75 on or before August 14, 2002; 62,500
shares exercisable at Cdn.$4.60 on or before December 22, 2002; and 50,000
shares exercisable at Cdn.$5.15 on or before March 17, 2003.
(3) Includes options exercisable within 60 days for the purchase of 100,000
shares exercisable at Cdn.$12.625 per share on or before April 9, 2000,
100,000 shares exercisable at Cdn.$9.30 on or before September 30, 2001 and
62,500 shares exercisable at Cdn.$4.60 on or before December 22, 2002.
(4) Includes options exercisable within 60 days for the purchase of 25,000
shares exercisable at Cdn.$9.30 per share on or before October 1, 2001;
25,000 shares exercisable at Cdn.$8.875 on or before September 30, 2001;
and 62,500 shares exercisable at Cdn.$4.60 on or before December 22, 2002.
(5) Includes options exercisable within 60 days for the purchase of 40,000
shares at Cdn.$4.60 per share on or before December 22, 2002.
(6) Includes options exercisable within 60 days for the purchase of 50,000
shares exercisable at Cdn.$11.625 per share on or before December 27, 1999;
50,000 shares exercisable at Cdn.$9.10 on or before October 6, 2002; 62,500
shares exercisable at Cdn.$4.60 per share on or before December 22, 2002.
(7) Includes options exercisable within 60 days for the purchase of 40,000
shares at Cdn.$4.60 per share on or before December 22, 2002.
(8) Includes options exercisable within 60 days for the purchase of 50,000
shares at Cdn.$9.25 on or before July 16, 2001; 46,875 shares exercisable
at Cdn.$4.60 on or before December 22, 2002; and 31,250 shares at Cdn.$5.15
on or before March 17, 2003.
(9) Includes options exercisable within 60 days for the purchase of 40,000
shares at Cdn.$4.60 per share on or before December 22, 2002. Options were
granted in his capacity as Chairman of the International Advisory Board.
ELECTION OF DIRECTORS
SIZE OF BOARD
The size of the Board of Directors is currently established at eight. It is
proposed that the size of the Board of Directors be established at seven persons
for the ensuing year. Shareholders will be asked to approve this by a majority
of the vote cast on the resolution.
TERM OF OFFICE
The term of office of each of the current directors expires at the conclusion of
the Meeting. The persons named below will be nominated for election at the
Meeting as management's nominees. Each director elected at the Meeting or
appointed by the Board of Directors to fill a vacancy on the Board of Directors
thereafter will hold office until the next annual general meeting of the Company
or until his successor is elected or appointed, unless his office is earlier
vacated in accordance with the Articles of the Company or the provisions of the
Company Act (British Columbia).
NOMINEES
The following table sets out the names and ages of management's nominees for
election as directors, all offices in the Company now held by each of them, the
principal occupation, business or employment of each of them and the period of
time during which each has been a director of the Company. The Board of
Directors unanimously recommends the election of the nominees as directors to
hold office until the next annual meeting of shareholders or until their
successors are elected and qualified. The Board of Directors does not
contemplate that any of the nominees will be, or will decline to serve, however,
if any such nominee is unable or declines to serve, the discretionary authority
provided in the proxy will be exercised to vote for a substitute or substitutes.
<PAGE> 7
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<TABLE>
<CAPTION>
NAME, AGE, POSITION AND PERIOD A DIRECTOR
COUNTRY OF RESIDENCE OCCUPATION, BUSINESS OR EMPLOYMENT (1) OF THE COMPANY
- -------------------- -------------------------------------- --------------
<S> <C> <C>
A. Dan Rovig, 60 Independent Consultant; November 17, 1989 to
Chairman & Director Director & Chairman of the Board August 15, 1997 and
U.S.A. of the Company November 19, 1998 to present
C. Kevin McArthur, 44 President and Chief Executive Officer December 12, 1997
President, Chief Executive Officer of the Company to present
& Director
U.S.A.
James R. Billingsley, 76 Retired; Former Vice President - Administration August 18, 1986
Director of the Company to present
Canada
Ian S. Davidson, 57 Vice-President of RBC Dominion Securities Inc. June 28, 1994
Director to present
Canada
Jean Depatie, 62 President & CEO of Gold Hawk Resources Inc. December 12, 1997
Director to present
Canada
Leonard Harris, 72 Mining Consultant; President of Nominee
Chairman- International Advisory B&H Mine Services (Peru)
Board of the Company
U.S.A.
Kenneth F. Williamson, 51 Independent Consultant Nominee
Nominee
Canada
</TABLE>
Note:
(1) The information as to principal occupation and business or employment is
not within the knowledge of the management of the Company and has been
furnished by the respective nominees.
A. DAN ROVIG is currently a director and Chairman of the Board of Directors of
the Company and has been such from November 19, 1998. He was a director and the
President and Chief Executive Officer of the Company and its subsidiaries from
November 17, 1989 to August 15, 1997 when he retired from these positions. He
acted as a consultant to the Company until August 1998. Before joining the
Company in September 1988, Mr. Rovig was an executive officer of British
Petroleum Minerals Ltd, including its subsidiaries Amselco Minerals Inc. and BP
Minerals America for five years.
C. KEVIN MCARTHUR has been a director of the Company since December 12, 1997,
and has been the President and Chief Executive Officer of the Company since
January 1, 1998. He served the Company and its subsidiaries in various
capacities from February 1988 to the present, including Chief Operating Officer
of the Company from July 30, 1997 to December 31, 1997, President & General
Manager of Glamis Rand Mining Company from December 1, 1995 to July 29, 1997 and
prior to that as Vice President and General Manager of Chemgold, Inc. Both
Glamis Rand Mining Company and Chemgold, Inc. are subsidiaries of the Company.
JAMES R. BILLINGSLEY is a director of the Company and was Vice-President in
charge of corporate administration, a position he held from August 1986 to
December 31, 1997, when he retired.
<PAGE> 8
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IAN S. DAVIDSON has been associated with the brokerage business for the last 11
years having held vice-president positions with Capital Group Securities Ltd.
and Majendie Securities Ltd. and currently is a Vice-President of RBC Dominion
Securities Inc.
JEAN DEPATIE has been President and Chief Executive Officer of Gold Hawk
Resources Inc. since May 1997. Prior thereto he was President and Chief
Executive Officer of Cambiex Exploration from August 1995 to April 1997 and
President & Chief Executive Officer of Louvem Mines Inc. from February 1993 to
August 1995.
LEONARD HARRIS has been Chairman of the Company's International Advisory Board
since December 12, 1997. He is President of B&H Mine Services (Peru), and serves
as a director of Sociedad Minera Berenguela (Peru), Corriente Resources Inc.
(Canada), Alamos Minerals Ltd (Canada) and Resource Development Inc. (U.S.A). He
held various positions with Newmont Mining Company and its subsidiaries
including Vice President-Newmont Gold Company, President & General
Manager-Newmont Peru, Vice President & General Manager-Newmont Latin America and
General Manager-Minera Yanacocha until May 1995.
KENNETH F. WILLIAMSON has been associated with the brokerage business as an
investment banker for the last 18 years having held positions as Vice Chairman,
Investment and Banking at Midland Walwyn/Merrill Lynch from 1993 until 1998. His
main areas of concentration for the past 20 years are mergers and acquisitions
and the capital markets. He has focused his work in the financial services and
natural resources industries in the U.S. and Europe.
VOTING FOR DIRECTORS
Under the Company Act (British Columbia) and the Articles of the Company, the
seven nominees for election to the Board of Directors who receive the greatest
number of votes cast for the election of directors by Shares present, in person
or represented by proxy at the meeting and entitled to vote, will be elected
directors, if a quorum is present. In the election of directors, a withholding
of a vote will have no effect on the election since only affirmative votes will
be counted with respect to the election of directors. Voting at the meeting
will, except where a poll is demanded by a member or proxyholder entitled to
attend the meeting, be by a show of hands.
COMPENSATION OF DIRECTORS
Each director of the Company, including those who are Executive Officers, is
entitled to an annual remuneration of $8,000 payable quarterly, ($7,500 paid
annually prior to January 1, 1999), for acting as a director and $500 for each
meeting of the Board of Directors attended. In addition, the chairman of a
committee receives $500 and each member of a committee receives $400 for each
committee meeting attended. Directors also receive share purchase options (see
"Securities Ownership by Directors and Executive Officers"). These share
purchase options are granted at the discretion of the Incentive Share Option
Committee under the Company's Incentive Share Purchase Option Plan. Subsequent
to December 31, 1998, share purchase options granted to Directors of the Company
were cancelled and replaced with options having fewer shares and a lower
exercise price. (See "Ratification of Regrant of Options")
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors met 9 times during the fiscal year and passed 65
resolutions by unanimous consent in writing during the past fiscal year.
The Company has an Audit Committee whose current members are Ian S. Davidson,
Hans von Michaelis and James R. Billingsley. All members of this committee are
independent of management. The Audit Committee reviews audits, considers the
adequacy of the audit procedures, recommends the appointment of independent
auditors, reviews and approves professional services to be rendered by them and
reviews fees for audit services. The Audit Committee met once during the past
fiscal year.
<PAGE> 9
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The Company has an Executive Compensation Committee whose current members are A.
Dan Rovig and Ian Davidson. The function of this Committee is to review
compensation of the Company's Directors and Executive Officers, each of who has
or will have an employment contract with the Company which provides for an
annual review of compensation. The Executive Compensation Committee met three
times during the past fiscal year.
The Company has an Employee Incentive Share Option Committee for non-executive
staff whose current members are C. Kevin McArthur and Daniel Forbush. This
Committee administers the Company's Incentive Share Purchase Option Plan (the
"Plan") for non-executive staff. This administration is generally accomplished
by consent resolution of the members of the Committee. During the 12 months
ended December 31, 1998 one consent resolution was completed by the Incentive
Share Option Committee. (See "Note to the Summary Compensation Table" for
details of the Plan.)
The Company has an Environmental Management Committee whose current members are
C. Kevin McArthur and Francis O'Kelly. The committee meets quarterly and
supervises the annual independent environmental audit of the Company's
operations. The purpose of the Environmental Management Committee is to ensure
that the Company's Environmental Compliance Program (the "Program") is being
adhered to, to review the effectiveness of the Program and to ensure that
environmental incidents are dealt with expeditiously. The Environmental
Management Committee met four times during the past fiscal year.
The Company has a Corporate Governance Committee of which the current members
are James Billingsley, Jean Depatie and Ian Davidson. The objective of the
Corporate Governance Committee is to report to the Board of Directors on the
general governance of the Company and ensure compliance with the guidelines for
improved corporate governance in Canada contained in the report issued by The
Toronto Stock Exchange in December 1995. The Committee met ten times during the
past fiscal year.
The Company has an International Advisory Board of which Mr. Leonard Harris is
the only member. This Board provides advice to Glamis' Board of Directors and
management as to the Company's international activities in Central and South
America.
The Corporate Governance Committee of the Board along with Mr. A. Dan Rovig acts
as the Nominating Committee for the Company. This Committee proposes nominees
for the Board of Directors.
CORPORATE GOVERNANCE
The Toronto Stock Exchange (the "TSE") Committee on corporate governance in
Canada issued a report dated December, 1995 (the "Report") containing guidelines
for effective corporate governance for Canadian corporations listed on the TSE.
The Report has been adopted by the TSE and companies listed on the TSE are now
required to disclose their corporate governance practices and where those
practices vary significantly from the Report, to state why. Companies listed on
the TSE are not required to comply in all respects with the guidelines set out
in the Report because it is recognized that there is a wide range of
corporations listed on the TSE and compliance by smaller companies with all
aspects of the guidelines would, in certain circumstances, be difficult or
excessively expensive.
The Company's Board of Directors and Management believe that good Corporate
Governance is central to a strong performance for the corporation. Stewardship
of the Company is the Board's responsibility and is discharged by establishing
policy and supervising management. Glamis Gold Ltd. has five standing committees
whose activities and membership have been described previously. Currently the
Board of directors is comprised of seven persons of whom the five directors who
are not officers or employees of the Company are independent from Management.
The remaining two members of the Board are members of management, being the
Chairman and the President & Chief Executive Officer of the Company. Since a
majority of the Board is unrelated to management, the Board is in a position to
act independently from management.
<PAGE> 10
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The Company's Board is empowered by the Company's Articles to manage, or
supervise the management of the affairs and business of the Company. Based upon
this, the Board should not engage in the day-to-day affairs of the Company. The
Board performs its functions through quarterly and special meetings and has
delegated certain of its responsibilities to those committees described above
under "Committees of the Board of Directors". The Report recommends that
committees of the Board be comprised of persons who are not officers or
employees of the Company. The Board has determined, however, that due to the
technical nature of the Company's business, most of its committees can be more
effective by having one officer of the Company on the committee who is involved
in the committee's area of responsibility.
The planning process, related not only to current mining operations, but also to
the acquisition and development of new properties or the acquisition of
companies which control properties which are of interest to the Company, is of
key importance to a corporation the size of the Company. The Board is involved
in this planning process thereby carrying out its duty to take steps to increase
shareholder value. The planning process in respect of current mining operations
is accomplished through a yearly review and approval of a rolling, five-year
budget presented by management through the Company's President and Chief
Executive Officer. The planning process with respect to the acquisition of
properties and/or companies is accomplished out by the full Board reviewing all
proposals, whether presented by management or members of the Board. As required
by the Board, independent consultants and outside professionals are engaged to
assist in the evaluations of the proposals.
The Board of Directors, as part of the planning process, has identified the
principal risks associated with the Company's business and has taken steps to
deal with them. The Board has adopted an Environmental Program which is
administered by an Environmental Management Committee comprised of the President
and Chief Executive Officer and one outside director. The Environmental
Management Committee reports to the Board on a quarterly basis, which enables
the Board to monitor the effectiveness of the Environmental Program. In
addition, the Board of Directors has approved a hedging policy in respect of the
Company's gold production, which it reviews from time to time.
The Board of directors has delegated responsibility for communication with the
public and the Company's shareholders to its Chief Financial Officer, Treasurer
and Secretary who is not a director of the Company. Procedures are in place to
ensure proper dissemination of news releases. Procedures also insure that
shareholders who request information about the Company receive a response in a
timely manner.
The responsibility for monitoring the effectiveness of the Company's internal
financial information systems has been delegated to the Company's Chief
Financial Officer and Treasurer who reports to the Board of Directors on a
quarterly basis. The duty of monitoring the technical affairs of the Company
falls on the President and Chief Executive Officer who is a member of the Board
of Directors and of the Environmental Management Committee.
The Board of Directors does not have in place programs for succession of
management and training of management as recommended by the Report. Due to the
size of the Company, management personnel who are already trained are engaged as
required to fill vacancies. The Company does not have an ongoing process for the
training or evaluation of performance of directors or management, each of which
is recommended by the Report.
The Company has a small management team, the performance of which is reviewed
annually by the Company's Executive Compensation Committee. This Committee is
comprised of the Chairman and one outside director. The philosophy of the
Executive Compensation Committee is stated below under "Executive Compensation".
In addition, the Executive Compensation Committee periodically reviews the
compensation paid to members of the Board of Directors and makes recommendations
to the Board.
The Company's Audit Committee is comprised of three directors. None of them are
members of management.
<PAGE> 11
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EXECUTIVE COMPENSATION
During the Company's fiscal year ended December 31, 1998 the aggregate
remuneration paid or payable to the directors and senior officers of the Company
and its subsidiaries (all of whose financial statements are consolidated with
those of the Company) was $430,200.
Under applicable laws Messrs. Millar, Rovig, McArthur, Forbush, and Anderson
were Executive Officers of the Company during the period ended December 31,
1998.
COMPENSATION OF EXECUTIVE OFFICERS
The table below shows the compensation paid to the Executive Officers for each
of the Company's last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
SECURITIES UNDERLYING
NAME & PRINCIPAL POSITION YEAR ENDED SALARY $(1) NUMBER OF OPTIONS(2)
- ------------------------- ------------- ------------ ---------------------
<S> <C> <C> <C>
A. Dan Rovig(3)(4) Dec. 31, 1998 8,500 125,000
Chairman/Director Dec. 31, 1997 131,077 --
(Elected November 19, 1998) Dec. 31, 1996 200,000 --
C. Kevin McArthur(2)(5) Dec. 31, 1998 182,500 100,000
President & CEO/Director Dec. 31, 1997 -- 100,000
Dec. 31, 1996 --
Daniel J. Forbush(2)(5) Dec. 31, 1998 125,000 50,000
Chief Financial Officer & Dec. 31, 1997 -- 75,000
Treasurer, and Secretary Dec. 31, 1996 -- --
Lorne B. Anderson(6) Dec. 31, 1998 Cdn.624,646 0
Chief Financial Officer & Dec. 31, 1997 Cdn.182,500 0
Treasurer Dec. 31, 1996 Cdn.182,500 0
Chester F. Millar(7) Dec. 31, 1998 -- 0
Director/Chairman Dec. 31, 1997 -- 200,000
Dec. 31, 1996 -- 0
</TABLE>
Notes:
(1) Does not include a fee of $7,500 paid annually to Messrs. Rovig, Millar and
McArthur and per-meeting fees received in their capacity as directors.
(2) The Table lists share purchase options ("Options") granted during the noted
fiscal year. Executive Officers of the Company are not entitled to receive
share appreciation rights under the Company's Share Appreciation Rights
Plan. Grants of Options under the Company's Incentive Share Purchase Option
Plan are generally made for a 5-year period at the closing price as
published by The Toronto Stock Exchange on the date prior to the date of
grant. The Executive Compensation Committee of the Board of Directors
determines which Executive Officers and directors of the Company are to
receive Options, the exercise price of the Options, and restrictions, if
any, which are to attach to the right to exercise Options. The employment
contracts of Messrs. McArthur and Forbush provided that they are entitled
to be granted Options of a minimum of 200,000 and 150,000 shares,
respectively. Each of the contracts between the Company and Messrs.
McArthur and Forbush provide that upon termination of the contract by the
Company without cause, any outstanding Options will remain in effect for a
period which is the shorter of the time to the expiration of the share
purchase option or 12 months from the time of termination of the contract.
(3) Does not include $8,500 paid from November 19 to December 31, 1998 in his
capacity as Chairman of the Board.
(4) Does not include $64,500 received by Mr. Rovig from August 16, 1997 to
December 31, 1997 pursuant to a consulting contract between Mr. Rovig and
the Company.
<PAGE> 12
-10-
(5) They were not Executive Officers in 1996 & 1997.
(6) Mr. Anderson retired as Chief Financial Officer and Treasurer of the
Company on February 28, 1998, and was paid Cdn.$624,646 in accordance with
severance terms in his contract. Mr. Anderson's Options expired February
27, 1999.
(7) Mr. Millar retired as a Director of the Company on November 19, 1998. His
contract with the Company provides that upon termination of the contract by
the Company without cause, any outstanding Options will remain in effect
for a period which is the shorter of the time of the expiration of the
Options or 12 months from the time of termination of the contract.
OPTIONS GRANTED IN LAST FISCAL YEAR TO EXECUTIVE OFFICERS
The Company has an Incentive Share Purchase Option Plan pursuant to which
Options are granted to directors, officers and key employees.
The following table shows the Options granted to the Executive Officers in the
last fiscal year.
<TABLE>
<CAPTION>
Potential Realizable
No. of Percent of Value at Assumed Rates of
Securities Total Options Share Price Appreciation
Underlying Granted to Exercise for Option Term(2)(3)
Options Employees in Price Expiration -------------------------
Name Granted(1) Fiscal Year (Cdn. $) Date 5% C$ 10% C$
- ---- --------- -------------- -------- ------------ ---------- --------
<S> <C> <C> <C> <C> <C> <C>
A. Dan Rovig 125,000 45% $3.19 Dec 01, 2003 Nil Nil
C. Kevin McArthur 100,000 36% $5.15 Dec 22, 2002 Nil Nil
Daniel J. Forbush 50,000 19% $5.15 Dec 22, 2002 Nil Nil
</TABLE>
Notes:
(1) These Options were cancelled and regranted subsequent to December 31, 1998.
(See "Regrant of Options" and "Ratification of Regrant of Options")
(2) Potential realizable values in this table have been calculated in the
manner prescribed by applicable securities regulatory requirements and are
neither intended to reflect actual values nor are they a forecast of future
prices for the shares of the Company during the five-year option term.
(3) There were no share purchase options exercised by Executive Officers during
the last fiscal year.
AGGREGATED OPTIONS EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table shows the Options which were exercised by Executive Officers
during the last fiscal year and the value of unexercised Options at December 31,
1998.
<TABLE>
<CAPTION>
No. of Securities Value of Un-exercised
Underlying Unexercised Options in the Money Options
Shares Aggregate at Fiscal Year End at Fiscal Year End(1)
Acquired on Value ------------------------------ ------------------------------
Exercise Realized Exercisable Unexercisable Exercisable Un-exercisable
Name (#) (Cdn.$) (#) (#) (Cdn.$) (Cdn.$)
- ---- ------------ ---------- ---------- --------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
A. Dan Rovig Nil -- 67,500 67,500 -- --
C. Kevin McArthur Nil -- 225,000 75,000 -- --
Daniel J. Forbush Nil -- 128,125 46,875 -- --
</TABLE>
Notes
(1) Potential realizable values in this table have been calculated in the
manner prescribed by applicable securities regulatory requirements and are
neither intended to reflect actual values nor are they a forecast of future
prices for the shares of the Company during the five-year option term.
<PAGE> 13
-11-
REGRANT OF OPTIONS
Subsequent to December 31, 1998, share purchase options granted to A. Dan Rovig,
C. Kevin McArthur and Daniel J. Forbush were cancelled and regranted, details of
which are as follows:
<TABLE>
<CAPTION>
SHARES SUBJECT TO EXERCISE PRICE OF TERM OF SHARES EXERCISE PRICE
DATE OF OPTIONS WHICH CANCELLED OPTIONS CANCELLED SUBJECT TO OF NEW OPTIONS(2)
NAME REGRANT WERE CANCELLED(1) CDN.$ OPTIONS NEW OPTIONS(1) CDN.$
- ---- -------- ----------------- ----------------- --------- -------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
A. DAN ROVIG, Mar. 9/99 125,000 11/30/03 11/30/03 200,000 $2.70
CHAIRMAN
C. KEVIN Mar. 9/99 40,000 $9.25 07/16/01 200,000 $2.70
MCARTHUR, 60,000 9.75 07/31/02 -- --
CHIEF EXECUTIVE 100,000 4.60 12/22/02 -- --
OFFICER 100,000 5.15 03/17/03 -- --
DANIEL J. Mar. 9/99 50,000 $9.25 07/16/01 125,000 $2.70
FORBUSH, 75,000 4.60 12/22/02 -- --
CHIEF FINANCIAL 50,000 5.15 03/17/03 -- --
OFFICER
</TABLE>
Notes:
(1) The cancellation of these options and the grant of a new replacement option
at a lower price is viewed by The Toronto Stock Exchange as a re-pricing of
options which is subject to shareholder approval. See "Particulars of
Matters to be Acted Upon Ratification of Grant of Options".
(2) The price of the new options was established at the closing trade price for
common shares of the Company on The Toronto Stock Exchange on March 8,
1999. The new options have a term which expires on March 8, 2004.
EMPLOYMENT AGREEMENTS BETWEEN THE COMPANY AND THE EXECUTIVE OFFICERS
By an agreement dated January 1, 1998, Mr. C. Kevin McArthur was engaged by the
Company to act as its President & Chief Executive Officer. The agreement has a
month-to-month term subject to certain termination provisions. If Mr. McArthur
is terminated for other than cause, as defined in the agreement, he will be paid
any remuneration due through the date of termination together with 2 times the
annual salary in force at the date of termination and the cash value of 24
months of full benefit coverage. The current salary under the Agreement is
$240,000 per annum plus benefits and participation in the Company's Incentive
Share Purchase Option Plan (see Note 2 to the "Summary Compensation Table").
By an agreement dated March 1, 1998, Daniel J. Forbush was engaged by the
Company to act as its Chief Financial Officer and Treasurer. The agreement has a
month-to-month term subject to certain termination provisions. If Mr. Forbush is
terminated for other than cause, as defined in the agreement, he will be paid
any remuneration due through the date of termination together with 2 times the
annual salary in force at the date of termination and the cash value of 24
months of full benefit coverage. The current salary under the Agreement is
$150,000 per annum plus benefits and participation in the Company's Incentive
Share Purchase Option Plan (see Note 2 to the "Summary Compensation Table").
Mr. Rovig was engaged by the Company to act as the non-executive Chairman of the
Board of Directors. Mr. Rovig receives no salary, except for a monthly
consulting fee of $3,000 and is entitled to participate in the Company's
Incentive Share Purchase Option Plan (see Note 2 to the "Summary Compensation
Table").
No funds were set aside or accrued by the Company during the year ended December
31, 1998 to provide pension, retirement or similar benefits for directors or
executive officers of the Company pursuant to any existing plan.
<PAGE> 14
-12-
EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During the year ended December 31, 1998, the compensation of Messrs. Rovig,
McArthur and Forbush was governed by agreements between each of them and the
Company. The compensation was subject to review by the Company's Executive
Compensation Committee (the "Committee"). Mr. Rovig, by virtue of his position
as a non-executive officer, receives cash compensation of $3,000 per month.
Messrs. McArthur and Forbush receive salaries under their employment agreements
(the "Agreements") and each of them is entitled to hold Options of not less than
200,000 and 150,000 shares respectively. Both Messrs. Rovig and McArthur are
entitled to director's fees (see "Compensation of Directors") in addition to any
other salary and fees. Under the Agreements, the annual salaries of Messrs.
McArthur and Forbush are to be reviewed as at January 1 of each year. No bonuses
are payable under the Agreements. (See "Employment Agreements Between the
Company and the Executive Officers")
The review of salaries under the Agreements is carried out by the Committee,
which is comprised of Messrs. Rovig and Davidson. The Committee met twice during
the year ended December 31, 1998.
It is the policy of the Committee to compensate the Company's executive officers
by both direct remuneration and entitlement to share purchase options. To date,
the Committee has not established any compensation criteria related to
individual or corporate performance reports.
The Committee also deals with compensation paid to directors of the Company.
Executive Compensation Committee
/s/ "A. Dan Rovig" /s/ "Ian S. Davidson"
<PAGE> 15
-13-
PERFORMANCE GRAPHS
THE TORONTO STOCK EXCHANGE
The following chart compares the market performance of the Company's shares in
Canadian dollars on The Toronto Stock Exchange ("TSE") as compared to the TSE
gold and silver index and the TSE 300 index. The TSE is the principal trading
market for shares of the Company outside of the United States.
TOTAL RETURN INDEX
<TABLE>
<CAPTION>
1993/12 1994/12 1995/12 1996/12 1997/12 1998/12
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Glamis Gold Limited 100.00 129.20 93.27 101.94 57.65 30.67
TSE Gold and Precious Minerals 100.00 90.23 98.74 107.78 61.27 57.26
TSE 300 Composite Index 100.00 99.82 114.33 146.73 168.71 166.04
</TABLE>
NEW YORK STOCK EXCHANGE
The following chart compares the market performance of the Company's shares in
U.S. dollars on the New York Stock Exchange ("NYSE") as compared to the MG Group
Index and the NYSE Market Index.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG GLAMIS GOLD LTD.,
NYSE MARKET INDEX AND MG GROUP INDEX
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
GLAMIS GOLD LTD. 100.00 84.96 101.30 89.17 47.99 24.00
MG GROUP INDEX 100.00 108.17 113.68 117.85 74.11 60.10
NYSE MARKET INDEX 100.00 103.48 123.53 167.83 220.79 262.73
</TABLE>
ASSUMES $100 INVESTED ON JUNE 30, 1993
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1998
<PAGE> 16
-14-
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. A. Dan Rovig and Ian S. Davidson comprise the Company's Executive
Compensation Committee. Mr. Rovig currently serves as Chairman of the Board of
Directors of the Company.
Messrs. C. Kevin McArthur, President and Chief Executive Officer, and Daniel J.
Forbush, Chief Financial Officer, Treasurer and Secretary comprise the Company's
Employee Incentive Share Option Committee (for non-executive employees).
APPOINTMENT OF AUDITORS
KPMG LLP, Chartered Accountants, of 777 Dunsmuir Street, Vancouver, British
Columbia, will be nominated at the Meeting at a remuneration to be fixed by the
directors. KPMG LLP have been the auditors of the Company since March 11, 1986.
It is anticipated that a representative of KPMG will be in attendance at the
Meeting and will be given an opportunity to make a statement if he desires and
will be available to respond to appropriate questions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
To the knowledge of management of the Company, no director or Executive Officer
of the Company or nominee for election as a director of the Company or any
security holder known to the Company to own of record or beneficially more than
5% of the Company's outstanding shares or any member of the immediate family of
any of the foregoing persons had any interest in any material transaction during
the year ended December 31, 1998, or has any interest in any material
transaction in the current year save and except that: (a) James. R. Billingsley
is a director of Pacific Amber Resources Ltd. of which the Company held, as at
December 31, 1998, 1,305,900 shares at a total cost of Cdn.$1,817,397. The
shares had a total market value of Cdn.$261,180 as at December 31, 1998. The
Company has taken write-downs in value of these shares for financial statement
purposes of Cdn.$1,556,217; and, (b) During the year the Company acquired all of
the issued and outstanding shares of Mar-West Resources Ltd. ("Mar-West"), which
at the time was a public company listed on the Vancouver Stock Exchange, by
issuing cash and shares of the Company. At the time when the Board of Directors
of the Company approved the acquisition, Mr. Chester F. Millar, then a director
and Chairman of the Board of Directors of the Company, failed to disclose his
ownership of shares of Mar-West. The Company has been advised by legal counsel
that this failure to dislose was in contravention of certain provisions of the
Company Act (British Columbia) and that as a consequence Mr. Millar is
accountable to the Company for any profits made by him on his shares of Mar-West
as a result of the transaction. The Company intends to resolve this matter with
Mr. Millar as soon as possible.
PARTICULARS OF OTHER MATTERS TO BE ACTED ON
RATIFICATION OF REGRANT OF OPTIONS
The Company has made application to, and notice has been accepted by, The
Toronto Stock Exchange regarding approval to the cancellation and subsequent
regranting of incentive share purchase options ("Options") to certain employees,
as well as to certain insiders of the Company (`Insiders") under the Company's
Amended Incentive Share Purchase Option Plan dated for reference September 30,
1995 (the "Plan"). The effect of the cancellation and regranting of the Options
has been to lower the exercise price and extend the expiry dates of the Options
and, in some cases, the number of shares under the regranted option has been
decreased and in other cases the number of shares under the regranted option has
been increased. The Options have been previously approved by The Toronto Stock
Exchange, but approval of the shareholders of the Company is required by The
Toronto Stock Exchange with respect to the lowering of the exercise price and
the extending of the expiry dates. In the case of Options granted to Insiders,
<PAGE> 17
-15-
approval must be granted on a "disinterested" shareholder basis. The total
number of Options cancelled is 1,757,000 and the total number of options
regranted is 1,317,000.
Particulars of the names of the optionees, the number of shares under option,
the former exercise price, the new exercise price and the new expiry date are
set out below:
<TABLE>
<CAPTION>
SHARES EXERCISE PRICE EXPIRY SHARES EXERCISE
SUBJECT TO OF FORMER DATE OF SUBJECT TO PRICE OF EXPIRY OF
NAME OF FORMER OPTION FORMER NEW NEW OPTION NEW
OPTIONHOLDER OPTION (CDN.$) OPTION OPTION (CDN.$) OPTION
- ------------ ----------- --------------- -------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
JAMES BILLINGSLEY, 100,000 12.625 04/09/00 -- -- --
DIRECTOR 100,000 9.30 09/30/00 -- -- --
100,000 4.60 12/22/02 100,000 2.70 03/09/04
HANS VON MICHAELIS,
DIRECTOR 100,000 4.60 12/22/02 100,000 2.70 03/09/04
JEAN DEPATIE,
DIRECTOR 100,000 4.60 12/22/02 100,000 2.70 03/09/04
LEONARD HARRIS,
CONSULTANT 100,000 4.60 12/22/02 100,000 2.70 03/09/04
DAVID BACON, 12,000 6.15 10/27/02
CONTROLLER 20,000 5.15 03/19/03 32,000 2.70 03/09/04
FRANCIS O'KELLY, 50,000 11.63 12/27/99 -- -- --
DIRECTOR 50,000 9.10 10/06/02 -- -- --
100,000 4.60 12/22/02 100,000 2.70 03/09/04
DAVID HYATT, 40,000 8.75 05/05/02 -- -- --
VICE-PRESIDENT-GLAMIS 40,000 4.60 12/22/02 60,000 2.70 03/09/04
RAND MINING CO.
STEVEN BAUMANN, 5,000 9.25 07/16/01 -- -- --
VICE-PRESIDENT - 40,000 4.60 12/22/02 100,000 2.70 03/09/04
DEVELOPMENT
DANIEL J. FORBUSH, 50,000 9.25 07/16/01 -- -- --
CHIEF FINANCIAL 75,000 4.60 12/22/02 -- -- --
OFFICER 50,000 5.15 03/17/03 125,000 2.70 03/09/04
C. KEVIN MCARTHUR, 40,000 9.25 07/16/01 -- -- --
CHIEF EXECUTIVE 60,000 9.75 07/31/02 -- -- --
OFFICER 100,000 4.60 12/22/02 -- -- --
100,000 5.15 03/17/03 200,000 2.70 03/09/04
IAN DAVIDSON, 25,000 7.88 11/01/00 -- -- --
DIRECTOR 25,000 9.30 09/30/01 -- -- --
50,000 9.50 08/06/02 -- -- --
100,000 4.60 12/22/02 100,000 2.70 03/09/04
A. DAN ROVIG,
CHAIRMAN 125,000 3.19 11/30/03 200,000 2.70 03/09/04
TOTAL 1,757,000 -- -- 1,317,000 -- --
</TABLE>
Under the policies of The Toronto Stock Exchange, none of the Insiders or their
associates (as defined in the Securities Act (Ontario)) will be permitted to
vote on the resolution ratifying the Options regranted to Insiders. To the
Company's knowledge, a total of 39,466 votes will not be counted for the purpose
of determining whether the required level of "disinterested" shareholder
approval has been obtained. To be passed, the resolution ratifying the regrant
of options will need to be approved by a majority of votes cast on the
resolution at the Meeting.
<PAGE> 18
-16-
No financial assistance has been or will be provided to any person to facilitate
the exercise of any of the Options. There are no other options or other
entitlements that have already been granted to the optionees under the Plan or
any other share compensation arrangement.
The current directors and officers of the Company have been responsible for the
acquisition by the Company of both Mar-West Resources Ltd. and Rayrock Resources
Inc., both of which should have a significant positive impact on the future
business and results of the Company. A total of 533,500 share purchase options
were issued to former directors, officers and employees of Mar-West Resources
Ltd. pursuant to the terms of that acquisition at exercise prices of $1.08 to
$2.00 per share. A total of 4,470,145 share purchase options were issued to
former directors, officers and employees of Rayrock Resources Inc. pursuant to
the terms of that acquisition at exercise prices ranging from $1.88 to $5.90 per
share. In contrast, the current directors, officers and employees of the Company
hold share purchase options in respect of 1,757,000 shares having exercise
prices ranging from $3.19 to $12.625 per share (see table above).
On March 8, 1999, the Board of Directors of the Company determined that the
existing option structure was not equitable to the officers and directors of
Glamis and that their current options should be cancelled and regranted at the
closing price for the Company's shares on The Toronto Stock Exchange on March 8,
1999. At the same time, the Board of Directors established a policy on the
number of shares which the various directors, officers and employees of the
Company could have under option, which resulted in some individuals' entitlement
to options being decreased and others being increased. Shareholders are being
asked to approve the regrant of the options on the basis that such is equitable
and in the best interests of the Company as the regranted options will act as an
incentive for the holders of such options in carrying out their duties with the
Company.
ANNUAL REPORT
The Annual Report to Shareholders of the Company for the fiscal year ended
December 31, 1998, which includes audited consolidated financial statements,
will be mailed to Shareholders contemporaneously herewith, but such Annual
Report is not incorporated in the Information Circular (Proxy Statement) and is
not deemed to be a part of the proxy-soliciting material.
SHAREHOLDER PROPOSALS
If any Shareholder desires to present a proposal for action at the Company's
annual general meeting to be held in the year 2000, such proposal must be
received by the Company prior to November 22, 1999.
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the United States Securities Exchange Act of 1934 (the
"Exchange Act") requires the Company's officers and directors and persons who
own more than 10% of a class of the Company's securities registered under the
Exchange Act to file reports of ownership and changes of ownership with the
United States Securities and Exchange Commission ("SEC"). Officers, directors
and greater than 10% shareholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on its review of copies of such forms received by it, the Company
believes that during the last fiscal year, all filing requirements applicable to
its officers, directors and greater than 10% shareholders were complied with.
<PAGE> 19
-17-
FORM 10-K
The Company's Annual Report for the year ended December 31, 1998, on Form 10-K,
filed with the SEC and the securities administrators of Canada in lieu of filing
an Annual Information Form, including the financial statements and schedules
thereto, can be obtained, without charge, by sending a written request to Daniel
J. Forbush, Chief Financial Officer and Treasurer of the Company, Glamis Gold
Ltd., 5190 Neil Road, Suite 310, Reno, Nevada U.S.A., 89502.
OTHER MATTERS
Management knows of no other matters which are to be presented for action at the
Meeting. Should any other matters properly come before the Meeting, the persons
named in the accompanying proxy will have discretionary authority to vote all
proxies in accordance with their judgment.
BY ORDER OF THE BOARD
/s/ "C. Kevin McArthur"
President and Chief Executive Officer
<PAGE> 20
GLAMIS GOLD LTD.
c/o Montreal Trust Company, 510 Burrard Street, Vancouver, B.C. V6C 2B9
P R O X Y
THIS PROXY IS SOLICITED BY THE MANAGEMENT OF GLAMIS GOLD LTD. (THE "COMPANY")
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 28, 1999.
The undersigned shareholder of the Company, hereby appoints A. DAN ROVIG,
Chairman of the Board of the Company, or failing him, C. KEVIN MCARTHUR,
President of the Company, or instead of either of the foregoing,
_____________________, as Proxy, with full power of substitution, to attend and
vote on behalf of the undersigned at the Annual General Meeting of Shareholders
to be held at The Sheraton Centre Toronto, 123 Queen Street, Toronto, Ontario,
on Wednesday, April 28, 1999 at 2:00 p.m., local time, and at any adjournments
thereof and directs the nominee to vote or withhold his shares from voting in
the manner indicated below:
<TABLE>
<S> <C>
1. SIZE OF THE BOARD OF DIRECTORS 5. Upon any permitted amendment to or variation of any matter
VOTE FOR [ ] AGAINST [ ] on the resolution to fix the identified in the Notice of Annual General Meeting
size of the Board at 7 persons.
6. Upon any other matter that properly comes before the meeting.
2. ELECTION OF DIRECTORS
The nominees proposed by management of the Company are: THE UNDERSIGNED HEREBY REVOKES ANY PRIOR PROXY OR PROXIES.
A. Dan Rovig Jean Depatie DATED ______________________________, 1999.
C. Kevin McArthur Ian S. Davidson
James R. Billingsley Kenneth F. Williamson
Leonard Harris ____________________________________________________________________
Signature of Shareholder(s)
VOTE FOR [ ] WITHHOLD VOTE ON [ ] the election of all
nominees listed above (except those whose names the ______________________________________________________________________
undersigned has deleted) (Please print name
[ ] A PROXY WILL NOT BE VALID UNLESS THE FORM OF PROXY IS DATED, DULY
[ ] EXECUTED AND DELIVERED TO THE OFFICE OF MONTREAL TRUST COMPANY, 510
[ ] BURRARD STREET, VANCOUVER, BRITISH COLUMBIA, V6C 3B9, NOT LESS THAN
[ AFFIX LABEL HERE ] 48 HOURS (EXCLUDING SATURDAYS AND HOLIDAYS) BEFORE THE MEETING AT
[ ] WHICH PERSON NAMED THEREIN PURPORTS TO VOTE IN RESPECT THEREOF.
[ ]
[ ] Joint owners should each sign the proxy and where the proxy is signed
[ ] by a corporation either its common seal must be affixed to the proxy
[ ] or it should be signed by the corporation under the hand of an
officer or attorney duly authorized in writing, which authorization
3. AUDITOR must accompany the proxy.
VOTE FOR [ ] AGAINST [ ] on the resolution to appoint
KPMG LLP, Chartered Accountants, as auditor of the The shares represented by the proxy voted or withheld from
Company at a remuneration to be fixed by the Board of voting in accordance with the instructions of the shareholder on any
Directors. ballot and where a choice with respect to any matter to be acted is
specified the shares will be voted on any ballot in accordance with
4. REGRANT OF OPTIONS such specification.
VOTE FOR [ ] AGAINST [ ] on the resolution to ratify
the cancellation and subsequent regrant of incentive IN RESPECT OF MATTERS FOR WHICH A CHOICE IS NOT SPECIFIED IN THIS
share purchase option ("Options") to certain employees, PROXY, THE NOMINEES NAMED IN THIS PROXY WILL VOTE SHARES REPRESENTED
and insiders of the Company under the Company's Amended HEREBY FOR THE APPROVAL OF SUCH MATTER OR GROUP OF MATTERS DESCRIBED
Incentive Share Purchase Option Plan; IN THIS PROXY.
</TABLE>
<PAGE> 21
SUPPLEMENTAL MAILING LIST
RETURN CARD
TO: GLAMIS GOLD LTD.
The undersigned certifies that he is the owner of securities of Glamis Gold
Ltd. (the "Company") and requests that he be placed on the Company's Mailing
List in order to receive the Company's interim financial statements.
DATED: ________________________, 1999
____________________________________
Signature
____________________________________
Name & Address (Please print)
____________________________________
____________________________________
___________________________________
Name of person signing
(if different from name above)
NOTE: If you wish to receive interim financial statements for 1999, please
sign and return this letter to Montreal Trust Company, 510 Burrard Street,
Vancouver, B.C., Canada, V6C 3V9, Attention : Glamis Gold Ltd.
THE SUPPLEMENTAL MAILING LIST IS MAINTAINED ONLY FOR THE CURRENT FISCAL YEAR.
YOU SHOULD NOT COMPLETE AND RETURN THIS FORM IF YOU HAVE REQUESTED YOUR BROKER
TO OBTAIN AND SEND YOU THE COMPANY'S INTERIM FINANCIAL STATEMENTS.
