Dealer Manager AgreementDealer Manager Agreement • February 2nd, 2005 • Glamis Gold LTD • Gold and silver ores • New York
Glamis Gold Ltd., a company organized under the laws of British Columbia, Canada (the “Company”), plans to offer to exchange (together with any amendments and extensions thereof, the “Exchange Offer”) its common shares for any and all of the outstanding common shares of Goldcorp, Inc., a company organized under the laws of Ontario, Canada (the “Target”), on the terms and subject to the conditions set forth in the Offering Circular and related Letter of Transmittal (each as defined below). Certain terms used herein are defined in Section 18 hereof.
Dealer Manager AgreementDealer Manager Agreement • February 2nd, 2005 • Glamis Gold LTD • Gold and silver ores • Ontario
Glamis Gold Ltd. (“the Offeror”) intends to make an offer dated January 7, 2005 (the “Offer”) for all the issued and outstanding common shares (the “Shares” and “Shareholder” means a holder of Share(s)) of Goldcorp Inc. (“Goldcorp”). The Offer will be made by sending an offer to purchase (the “Offer to Purchase”), the accompanying offering circular (the “Circular”), letter of acceptance and transmittal (the “LAT”) and Notice of guaranteed delivery (collectively, the “Offering Documentation”) by prepaid mail to all holders of record of Shares of Goldcorp resident in Canada. Concurrently therewith, the Offeror will file the Offering Documentation, together with such other documents as may be required to be filed under applicable legislation, with the securities regulatory authority in each of the Provinces of Canada (collectively, the “Canadian Authorities”). Any reference herein to the Offering Documentation shall be deemed to refer to and include the documents incorporated by reference
